Terms of Service

About These Terms

These Terms of Service ("Terms") are a legally binding agreement between the entity or individual accepting these Terms ("Customer," "you") and Sykik [FlexCo i.G.], a company in formation under Austrian law, with its registered address at Wollzeile 6-8, 46, 1010 Vienna, Austria, FN [INSERT AFTER INCORPORATION] ("Sykik," "Provider," "we," "us").

By creating an account, accessing the Service, or executing an Order Form referencing these Terms, Customer agrees to be bound by these Terms. The individual accepting these Terms represents and warrants that they are authorized to bind the Customer. Customer acknowledges that electronic acceptance constitutes a legally binding electronic signature.

These Terms, together with the following documents incorporated by reference, constitute the agreement between Customer and Provider (the "Agreement"):

• our Privacy Policy;
• our Data Processing Agreement (applicable where we process personal data on your behalf);
• any Order Form or written agreement referencing these Terms.

Order of precedence: (i) the DPA prevails on data processing matters; (ii) a signed Order Form prevails on commercial terms expressly addressed therein; (iii) these Terms otherwise govern.

Customer represents and warrants that it is entering into this Agreement and procuring the Service solely in connection with its trade, business, or professional activity. The Service is offered for business-to-business use only and is not intended for consumers.

Definitions

Authorized User

An individual employee, contractor, or agent of Customer whom Customer permits to access and use the Service.

Connected Platform

Any third-party service or platform that Customer connects to the Service through an authentication mechanism such as OAuth, including without limitation Google Workspace, Microsoft 365, Slack, HubSpot, Notion, Shopify, and similar platforms.

Core Service

The ability to connect the Sykik Application to a supported messaging or productivity workspace (such as Google Workspace, Microsoft 365, or Slack) or to access the Sykik Application through its web or mobile surfaces, and to execute AI-driven tasks and workflows based on user instructions or Pre-Authorized Actions.

Credits

The internal billing unit used to measure Service consumption, as further described in Section 5.

Customer Data

Data, content, prompts, instructions, configurations, or other inputs and materials submitted to or processed by the Service by or on behalf of Customer or Authorized Users, including Outputs and content retrieved from Connected Platforms.

Documentation

The user guides, technical specifications, security and trust pages, and other materials made available by Provider at sykik.ai or within the Service describing the Service's features and operation.

High-Risk Action

An action category designated as high-risk in the Documentation, which requires explicit per-action approval by an Authorized User before execution and cannot be designated as a Pre-Authorized Action. Provider may update the categories of High-Risk Actions from time to time.

Order Form

Any of the following: (a) an online ordering or checkout flow on sykik.ai through which Customer confirms its order; (b) a written or e-signed ordering document; or (c) a signed quotation, in each case referencing these Terms and identifying the subscribed plan, Subscription Term, fees, and any plan-specific parameters.

Outputs

Content, decisions, suggestions, or actions generated by the Service's AI components in response to Customer Data, prompts, or configured workflows.

Pre-Authorized Action

An action that Customer has, through configuration of permission scopes or approval policies in the Service, authorized the Service to execute autonomously without per-action approval. Pre-Authorized Actions do not include High-Risk Actions.

Regulated Data

Data subject to sector-specific legal requirements imposing safeguards not expressly provided in these Terms or the DPA, as further described in Section 3.2.

Subscription Term

The initial term and each renewal term during which Customer is entitled to access the Service, as specified in the Order Form.

Sykik Application

The software application, including its web, mobile, and messaging-platform components, made available by Provider as part of the Service, including any updates, patches, and replacement components.

The Service

2.1 Service Overview

Sykik is a service that integrates with Customer's communication and productivity tools (Connected Platforms) and executes tasks, generates content, and supports workflows through AI-driven decision-making. The Service is provided on a software-as-a-service basis. Provider hosts and operates the underlying infrastructure and grants Customer remote access via the Internet.

The Service supports integration with Google Workspace (Gmail, Calendar, Drive, Chat), Microsoft 365 (Outlook, OneDrive, Teams), Slack, and hundreds of additional third-party platforms and connectors. The specific integrations available at any given time are described in the Documentation.

2.2 Access to the Service

Provider delivers the Service by enabling Customer's account upon acceptance of these Terms and (where applicable) execution of the Order Form. Access requires Customer to install the Sykik Application in its workspace and to connect Customer's identity and integration credentials. The Service is deemed delivered, and Customer's payment obligations commence, upon enablement of the account or as otherwise specified in the Order Form.

2.3 Account Setup

Customer is responsible for setting up its account, installing the Sykik Application in its workspace, connecting identity and integration credentials, designating Authorized Users, and configuring permission scopes, in each case using the self-service tools made available within the Service and the procedures described in the Documentation. Provider is not responsible for delays or failures resulting from Customer's setup activities, from Customer's systems, network, infrastructure, or third-party software, or from any misconfiguration not attributable to Provider.

2.4 Out-of-Scope Services

Unless expressly stated in the Order Form, the Service does not include data migration, custom development, user training, dedicated success management, onboarding services beyond the self-service tools described in the Documentation, configuration assistance, integration with systems not listed in the Documentation, or any other managed services. Additional services may be procured separately at Provider's then-current rates.

Acceptable Use

3.1 Acceptable Use

Customer shall not, and shall ensure that its Authorized Users do not, use the Service to:

• violate any applicable law, including export-control laws, anti-spam laws, data-protection laws, or laws prohibiting unauthorized access to computer systems;
• infringe or misappropriate any intellectual property right, publicity right, privacy right, or other right of any third party;
• transmit malware, viruses, ransomware, or other malicious code, or perform denial-of-service attacks, scraping, or unauthorized penetration testing of the Service;
• generate, transmit, or facilitate spam, phishing, or other deceptive or fraudulent communications;
• generate or distribute content that is defamatory, harassing, threatening, hateful, obscene, or that exploits or endangers minors;
• circumvent rate limits, usage restrictions, security measures, or access controls;
• access or use the Service to build a competing product or to benchmark against Provider's offering for the purpose of public publication of comparative claims;
• use the Service if Customer or any Authorized User is located in, ordinarily resident in, or organized under the laws of a country or territory subject to comprehensive sanctions, or is listed on any government denied-party list;
• impersonate any person or entity, or misrepresent Customer's identity, affiliation, authority, or the origin of any communication;
• use the Service in any high-risk context where failure or misuse could reasonably result in death, personal injury, or severe physical, environmental, property, financial, regulatory, or reputational harm.

3.2 Prohibited Data Categories

The Service is not designed, certified, or intended to process Regulated Data. Customer shall not submit to the Service:

• protected health information ("PHI") as defined under HIPAA or equivalent health-data regulation;
• payment-card data subject to PCI DSS;
• non-public personal financial information subject to GLBA or equivalent financial-privacy law;
• special categories of personal data as defined under GDPR Article 9 (including health, biometric, racial or ethnic origin, religious belief, and criminal-conviction data);
• data of children under sixteen (16) years;
• data subject to export-control restrictions, including ITAR;
• any other data subject to sector-specific legal requirements imposing safeguards not expressly provided in these Terms or the DPA.

Customer assumes full liability for any regulatory exposure arising from breach of this Section 3.2. If Customer requires the Service to process Regulated Data, the Parties must execute a separate written addendum (such as a HIPAA Business Associate Agreement) before any such data is submitted. Provider may suspend or terminate the Service immediately upon discovery of Regulated Data without cure period.

3.3 Investigation and Enforcement

Provider may, but is not obligated to, investigate suspected violations of this Acceptable Use Policy and may remove content or suspend access in accordance with Section 10. Action taken by Provider under this Section gives rise to no claim by Customer.

AI Functionality and Autonomous Actions

4.1 Nature of AI Outputs

The Service uses artificial intelligence models to generate Outputs. AI Outputs are probabilistic and may be inaccurate, incomplete, biased, or otherwise unsuitable for Customer's intended use. Customer acknowledges that AI Outputs are not a substitute for human judgment or professional advice (including legal, medical, financial, or other regulated advice). Customer is solely responsible for reviewing Outputs before using, relying on, or distributing them.

4.2 Autonomous Actions

The Service may execute actions on Connected Platforms with varying levels of autonomy. Customer acknowledges and accepts that:

• Customer is solely responsible for configuring permission scopes, approval policies, and pre-authorization rules in Customer's account settings, and for reviewing those configurations periodically;
• Provider executes Pre-Authorized Actions in reliance on Customer's configuration. Customer accepts all consequences of actions executed within the configured permissions, except where caused by Provider's gross negligence or wilful misconduct;
• a limited set of built-in action categories designated in the Documentation ("High-Risk Actions") always require explicit per-action approval by an Authorized User before execution and cannot be designated as Pre-Authorized Actions. Provider may update the categories of High-Risk Actions from time to time;
• Provider does not guarantee that any specific action will be executed correctly, on time, or with the intended business outcome.

4.3 Action-Type Controls

The Service may provide configuration controls that allow Customer to enable, disable, restrict, or require approval for specific categories of actions performed through Connected Platforms on an action-type basis. Customer is responsible for configuring and maintaining these action-type controls in accordance with its internal authorization policies, business requirements, and risk tolerance. The Service assigns default approval levels to action types when an integration is connected. Customer is responsible for reviewing these defaults and adjusting them to match its risk tolerance. Changes to action-type controls apply prospectively and do not affect actions already executed or in progress.

4.4 Customer Remains Operator

Customer acknowledges that AI-driven autonomous operations involve inherent uncertainty. Customer remains the operator of its business processes and bears final responsibility for all business decisions and actions executed through the Service.

4.5 AI Subprocessors

The Service is powered in part by third-party AI model providers ("AI Subprocessors"), the current list of which is maintained in the Privacy Policy and in Provider's Trust Center, as updated in accordance with the DPA. Provider has contractual arrangements with each AI Subprocessor that, as of the date of these Terms, prohibit the use of Customer Data to train general-purpose AI models or for advertising purposes. AI Subprocessors may modify their terms unilaterally. Provider will provide reasonable advance notice to Customer if Provider becomes aware that an AI Subprocessor's modified terms would materially reduce the level of protection applicable to Customer Data. In such case, Customer may, as Customer's sole remedy, terminate the affected portion of the Service without penalty and receive a pro-rata refund of any prepaid fees.

4.6 AI Outputs and Third-Party Content

Customer acknowledges that AI-generated Outputs may, in rare cases, contain content that resembles, reproduces, or derives from third-party content, including potentially copyrighted material. Customer is solely responsible for reviewing Outputs for potential intellectual property, defamation, privacy, or other third-party rights issues before using or distributing them. Provider's intellectual property indemnification obligations in Section 9 do not extend to claims arising from AI Outputs that incidentally reproduce third-party material.

Connected Platforms

5.1 Customer Warranties for Connected Platforms

When Customer connects a Connected Platform, Customer represents and warrants that:

• Customer is duly authorized to grant Provider the access permissions necessary to deliver the Service, including any consents required from the third-party account owner;
• Customer has obtained all consents required from individuals whose data will be accessed or processed through the integration; and
• the connection and Customer's use of the integrated data comply with the Connected Platform's own terms of service and applicable policies.

5.2 Workspace-Shared Model

Connected Platform integrations operate on a workspace-shared basis: once Customer connects an integration, Authorized Users with appropriate access within the Service may invoke that integration, and actions executed through the integration use the permissions of the account that authorized the connection.

Customer is solely responsible for:

• selecting which account is used to authorize each Connected Platform integration, taking into account the permissions that account holds;
• configuring workspace membership, role assignments, and approval policies within the Service to reflect Customer's intended access controls; and
• periodically reviewing such configurations.

5.3 Uninstallation

Customer may uninstall the Sykik Application at any time via the relevant Connected Platform's app management settings. Uninstallation immediately stops Provider's collection of new data from the Connected Platform. Upon uninstallation, Provider additionally deletes the associated connection credentials (OAuth tokens) and pauses scheduled tasks routed to that workspace. Uninstallation does not by itself delete other previously collected Customer Data; deletion of such data is governed by Section 11 and the DPA.

5.4 Third-Party Platform Terms

Customer's use of Connected Platforms is governed by Customer's own agreement with the respective platform provider. Provider is not responsible for Connected Platform availability, changes to APIs, modifications to Connected Platforms' terms of service, or actions taken by Connected Platform providers that limit or impair the Service.

Fees, Credits, and Payment

6.1 Fees

Customer shall pay the fees set out in the applicable Order Form or on the pricing page. All fees are exclusive of applicable taxes, duties, and similar charges (other than taxes on Provider's net income), which Customer shall pay in addition to the fees. Unless otherwise specified, all amounts are denominated and payable in Euros (EUR).

6.2 Payment Methods

Customer shall pay using one of the following methods:

• SEPA bank transfer to the account designated by Provider, or
• credit card or other electronic payment method made available through Provider's billing flow.

Customer is responsible for maintaining valid, up-to-date payment information. By providing payment-card details, Customer authorizes Provider and its payment processor to charge the card on file for all fees due under this Agreement, including recurring fees on a merchant-initiated basis for as long as the Service remains active.

6.3 Invoicing and Payment Terms

Unless otherwise specified in the Order Form, fees are invoiced in advance on a monthly or annual basis. Invoices are due and payable within fourteen (14) days of the invoice date. Amounts not paid when due accrue late charges at the statutory rate under Austrian law.

6.4 Credits

Credits are the internal billing units used to measure Service consumption. Credits are not legal tender, electronic money, or any financial instrument, and have no monetary value outside the Service. Credits are non-transferable.

Paid plans include a monthly Credit allocation specified in the Order Form. Unused Credits from the standard monthly allocation roll over for up to one (1) subsequent billing period, after which they expire automatically. Where made available, Customer may purchase additional Credits ("Top-Up Credits") at the then-current rate. Top-Up Credits do not expire and remain available across renewal terms and plan changes for as long as Customer maintains an active account. Credits are consumed in the following order: rolled-over Credits, current-period subscription Credits, Top-Up Credits, then Promotional Credits.

Upon exhaustion of Customer's available Credit balance during a billing period, Customer's access to Credit-consuming functionality is suspended until additional Credits are made available. Customer retains access to non-Credit-consuming features during such suspension.

6.5 Billing Disputes

Customer may dispute an invoice in good faith by notifying Provider in writing within thirty (30) days of the invoice date. Customer's failure to dispute an invoice within this period constitutes acceptance in full. Submission of a dispute does not relieve Customer of its obligation to pay undisputed portions of the invoice when due.

6.6 Taxes and Withholding

Customer is responsible for all applicable sales, use, value-added, withholding, and similar taxes. If applicable law requires Customer to withhold any tax from amounts payable to Provider, Customer shall gross up the payment so that the net amount received by Provider equals the amount otherwise payable.

Data Processing and Data Protection

7.1 Data Processing Addendum

To the extent the Service involves the processing of personal data on Customer's behalf, such processing is governed by the DPA, which is incorporated into these Terms by reference. The DPA addresses Provider's role as a processor under GDPR, UK GDPR, and other applicable data protection laws, including the list of authorized subprocessors, technical and organizational security measures, international data transfer mechanisms, and Customer's data subject request assistance rights. In the event of conflict between these Terms and the DPA, the DPA prevails.

7.2 Aggregated and Anonymized Data

Provider may collect, generate, and use aggregated, de-identified, or anonymized data derived from Customer's use of the Service for any legitimate business purpose, including improving the Service, developing new products and features, generating benchmarks and analytics that do not identify Customer or any individual, and marketing and sales activities provided no individual customer is identifiable. Aggregated Data does not constitute Customer Data and may be retained by Provider after termination of the Service.

Confidentiality

8.1 Confidential Information

"Confidential Information" means non-public information disclosed by one Party to the other that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Data is the Confidential Information of Customer. The Service, the Documentation, and Provider's pricing and technical specifications are the Confidential Information of Provider.

8.2 Obligations

The Recipient shall:

• use Confidential Information only to perform its obligations or exercise its rights under this Agreement;
• protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care; and
• limit access to Confidential Information to its personnel and contractors bound by confidentiality obligations no less protective than those in this Section.

8.3 Exclusions

Confidential Information does not include information that:

• is or becomes publicly available without breach of this Agreement;
• was rightfully in the Recipient's possession without obligation of confidentiality before disclosure;
• is rightfully received from a third party without obligation of confidentiality; or
• is independently developed without use of or reference to the Discloser's Confidential Information.

8.4 Compelled Disclosure

Recipient may disclose Confidential Information to the extent required by law or by order of a court or governmental authority, provided that, to the extent legally permitted, Recipient gives Discloser prompt notice and reasonable cooperation in seeking a protective order.

8.5 Term

The obligations in this Section 8 survive termination of this Agreement for a period of five (5) years following termination, and indefinitely with respect to trade secrets.

Feedback

If Customer or its Authorized Users provide suggestions, comments, ideas, improvements, or other feedback regarding the Service ("Feedback"), Customer hereby grants Provider a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, modify, incorporate, and commercialize the Feedback for any purpose, without obligation to compensate or attribute Customer. Feedback does not include Customer Data or Customer's other Confidential Information.

Warranties and Disclaimers

10.1 Mutual Warranties

Each Party represents and warrants that:

• it has the legal power and authority to enter into this Agreement; and
• its performance under this Agreement will not violate any applicable law or contractual obligation owed to a third party.

10.2 Provider Warranty

Provider warrants that, during the Subscription Term, the Service will operate in material conformity with the Documentation. Customer's exclusive remedy and Provider's sole obligation for breach of this warranty is, at Provider's option, to (a) use commercially reasonable efforts to correct the non-conformity, or (b) if Provider determines that correction is not commercially feasible, terminate the affected portion of the Service and refund prepaid fees for the unused portion of the Subscription Term.

10.3 Disclaimer

Customer acknowledges and agrees that Customer is solely responsible for:

• all Customer Data, prompts, instructions, configurations, approval policies, and other inputs submitted to or processed by the Service, including their accuracy, completeness, lawfulness, and suitability;
• the review, validation, use, distribution, publication, and operational deployment of all Outputs, including any decisions made or actions taken in reliance on Outputs;
• all communications, messages, content, and interactions generated, sent, or facilitated by or through the Service on Customer's behalf; and
• all consequences arising from any of the foregoing. Provider makes no warranty regarding the accuracy, completeness, business suitability, or legal compliance of Outputs or any content generated by the Service, and Customer shall not rely on the Service as a substitute for human judgment, professional advice, or independent verification.

10.4 Beta Features

Provider may from time to time make features available on an experimental, beta, preview, or early access basis ("Beta Features"). Beta Features: (a) are provided "as is" without warranty of any kind; (b) are not subject to support obligations or service-level commitments; (c) may be modified, suspended, or withdrawn at any time without notice; and (d) may collect additional usage telemetry. Customer's use of Beta Features is voluntary and at Customer's own risk.

Limitation of Liability

11.1 Exclusion of Indirect Damages

11.2 Aggregate Cap

11.3 Carve-Outs

Nothing in this Section 11 shall limit or exclude either Party's liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by that Party's negligence; or (c) any other liability that cannot be limited or excluded under applicable mandatory law.

11.4 No Limitation on Payment Obligations

The limitations and exclusions of liability in this Section 11 do not apply to, and shall not limit, Customer's payment obligations under this Agreement or Customer's indemnification obligations under Section 13.

Intellectual Property

12.1 Provider IP

As between the Parties, Provider (or its licensors) retains all right, title, and interest, including all intellectual property rights, in and to the Service, the Documentation, and all underlying software, technology, models, processes, methods, and materials, including any derivatives, improvements, customizations, or enhancements. All rights not expressly granted to Customer are reserved.

12.2 Customer Data

As between the Parties, Customer retains all right, title, and interest in and to Customer Data and Customer's pre-existing materials. Customer hereby consents to Provider's access to, use, reproduction, processing, transmission, storage, and disclosure of Customer Data solely as necessary to provide, maintain, support, secure, and improve the Service, to perform Provider's obligations under this Agreement, and as further described in the DPA.

12.3 License Grant

Subject to this Agreement and the payment of applicable fees, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Service solely for Customer's internal business purposes, in accordance with the Documentation and the applicable Order Form.

12.4 Restrictions

Customer shall not, and shall not permit any third party to:

• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying models of the Service, except to the extent applicable law expressly permits;
• modify, translate, or create derivative works of the Service;
• sublicense, resell, lease, lend, distribute, or otherwise commercially exploit the Service;
• remove or alter proprietary notices;
• use the Service to develop a competing product; or
• circumvent rate limits, technical protection measures, or access controls.

12.5 Third-Party Rights Removal

If Provider is notified by a third party or rights holder that Customer Data uploaded to the Service infringes its rights, Provider may investigate and, in good faith and reasonable discretion, determine whether such data should be removed. Removal may occur where required by law or where Provider reasonably determines removal is necessary to protect the third party against continued infringement. Such removal does not give rise to any refund or damages claim against Provider.

Indemnification

13.1 Provider Indemnification

Provider shall defend Customer against any third-party claim alleging that the Service, as provided by Provider and used by Customer in accordance with this Agreement, infringes any valid intellectual property right of the third party enforceable in the jurisdiction of Customer's principal place of business, and shall pay damages and reasonable attorneys' fees finally awarded against Customer or agreed upon in settlement by Provider.

Provider's obligations under this Section 13.1 do not apply to the extent the alleged infringement arises from: (a) Customer Data or Outputs; (b) modification of the Service not provided or approved by Provider; (c) use of the Service in violation of this Agreement; (d) Beta Features; (e) open-source components; or (f) AI Outputs that incidentally reproduce third-party material. Provider's aggregate liability under this Section 13.1 shall not exceed the fees paid by Customer in the twelve months preceding the claim.

13.2 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Provider from and against any third-party claims, demands, actions, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) any breach of this Agreement by Customer or its Authorized Users; (b) Customer Data, including prompts, instructions, configurations, and approval settings; (c) any Output, communication, or content that Customer or its Authorized Users used, sent, distributed, published, or relied upon, and any action executed by the Service through Connected Platforms under permissions granted by Customer; or (d) the negligence, willful misconduct, or fraud of Customer or its Authorized Users.

13.3 Procedure

The Party seeking indemnification shall (a) promptly notify the other Party of any claim; (b) give reasonable cooperation in the defense; and (c) allow the other Party to control the defense and settlement, provided that no settlement imposing any obligation or admission of liability on the indemnified Party shall be made without its prior written consent.

Suspension of the Service

14.1 Suspension for Cause

Provider may suspend Customer's access to the Service, in whole or in part, if Customer or its Authorized Users breach this Agreement, including failure to pay fees within thirty (30) days after the due date. Unless immediate suspension is necessary, Provider will use commercially reasonable efforts to provide prior notice and an opportunity to cure.

14.2 Immediate Suspension

Provider may suspend access immediately and without prior notice if:

• Customer's use of the Service poses an immediate legal, security, or operational risk to Provider, other customers, or third parties;
• Customer or any Authorized User materially breaches any provision of this Agreement, including the Acceptable Use Policy or the Prohibited Data Categories;
• Provider is required to do so by law, court order, or instruction of a competent authority; or
• Customer has failed to provide information reasonably requested for identity verification, AML, or sanctions screening within a reasonable time.

14.3 Effect of Suspension

During suspension, Customer's obligation to pay fees continues, and Provider has no liability for any loss arising from a suspension effected in accordance with this Section. Provider will use commercially reasonable efforts to restore access promptly after the cause for suspension has been remedied.

Term and Termination

15.1 Term

This Agreement enters into force on the date Customer first accepts these Terms or on the Effective Date specified in the Order Form, whichever is earlier, and continues for the Initial Term specified in the Order Form.

15.2 Auto-Renewal

Unless otherwise specified in the Order Form, the Service renews automatically at the end of each Subscription Term for a renewal period of the same length as the Initial Term at the then-current pricing.

15.3 Cancellation and Termination

Customer may cancel auto-renewal or give notice of termination, in each case effective as of the end of the then-current Subscription Term, by:

• cancelling the subscription through the billing portal; or
• emailing sykik-privacy@sykik.ai; or
• following the procedure specified in the applicable Order Form.

Cancellation takes effect at the end of the then-current Subscription Term. Where a signed Order Form specifies a committed term, any termination before its expiry is permitted only as expressly provided in this Section 15.

15.4 Price Changes at Renewal

Provider may modify the fees for a Renewal Term by providing notice at least thirty (30) days before the Renewal Term begins. If Customer does not accept the modified fees, Customer may cancel before the Renewal Term begins.

15.5 Termination for Cause

Either Party may terminate this Agreement for cause if the other Party:

• materially breaches the Agreement and fails to cure within thirty (30) days after written notice;
• becomes insolvent or becomes subject to a bankruptcy or similar proceeding; or
• ceases business operations.

15.6 Termination for Material Discontinuation

If Provider permanently discontinues the Core Service, Customer may terminate without notice period and receive a pro-rata refund of prepaid fees. This right does not apply to modifications or discontinuations of specific features, integrations, or AI models that do not constitute a discontinuation of the Core Service.

15.7 Effect of Termination

On termination or expiry:

• Customer's right to access the Service ends;
• accrued payment obligations remain due;
• Customer Data deletion is governed by the DPA;
• where the DPA does not apply, Provider will retain Customer Data for thirty (30) days and thereafter delete or anonymize it, except where retention is required by applicable law;
• Provider may, upon Customer's reasonable request and on a time-and-materials basis, assist with an orderly transition of Customer Data for a transitional period not exceeding thirty (30) calendar days.

15.8 Trial Subscriptions

Where the Order Form designates the Initial Term as a "Trial," "Free Trial," "Pilot," or equivalent, the Service is provided on a non-renewing basis. Customer's continued access after expiry of a Trial requires a new Order Form. Trial subscriptions are provided "as is," without warranty of any kind, and may be modified, suspended, or withdrawn at any time.

Security and Service Levels

16.1 Security Program

Provider maintains an information security program. Security measures include encryption of Customer Data in transit (TLS 1.2 or higher) and at rest (AES-256), role-based access controls applying least-privilege principles, production-system logging and monitoring, and regular vulnerability assessments. Additional measures are described in the DPA and in the Technical and Organisational Measures.

16.2 Service Levels

Unless expressly specified in the applicable Order Form, Provider does not provide a guaranteed availability percentage or uptime commitment. Provider will use commercially reasonable efforts to make the production version of the Service available, subject to scheduled maintenance, emergency maintenance, Customer's systems, Connected Platforms, AI Subprocessors, cloud infrastructure providers, force majeure events, suspension, Beta Features, and trial environments. Provider will use commercially reasonable efforts to provide advance notice of scheduled maintenance that is expected to materially affect availability.

16.3 Breach Notification

Provider shall notify Customer of a confirmed security incident affecting Customer Data without undue delay, in accordance with the notification timelines and procedures set out in the DPA.

DMCA Notice and Takedown

Provider respects intellectual property rights and complies with applicable notice-and-takedown procedures. Persons who believe that content available through the Service infringes their copyright may submit a notice to sykik-privacy@sykik.ai containing the information required under applicable law. Provider maintains a policy of terminating the accounts of repeat infringers in appropriate circumstances.

General Provisions

Entire Agreement. These Terms, together with the Privacy Policy, DPA, and any Order Form, constitute the parties' entire understanding and supersede all prior or contemporaneous agreements relating to the subject matter hereof.

Amendments. Provider may modify these Terms from time to time. For material changes, Provider will provide notice at least thirty (30) days before the changes take effect by email or in-product notification, or by posting an updated version at sykik.ai/terms with a revised "Last Updated" date. Customer's continued use of the Service after the effective date constitutes acceptance. If Customer does not accept a material change, Customer's sole remedy is to terminate before the effective date.

Severability. If any provision is held invalid or unenforceable, it shall be reformed to the minimum extent necessary to give effect to the parties' intent, and the remaining provisions continue in full force.

No Waiver. Failure to enforce any right or provision is not a waiver of future enforcement.

Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship.

No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties. No other person has any right or remedy under this Agreement.

Assignment. Customer may not assign this Agreement without Provider's prior written consent. Provider may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. This Agreement binds and benefits the parties and their permitted successors and assigns.

Force Majeure. Neither Party shall be liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control. If the event continues for more than sixty (60) consecutive days, either Party may terminate the affected portion of the Service.

Notices. Notices to Provider: sykik-privacy@sykik.ai. Notices to Customer: the email address associated with the account administrator.

Marketing. Provider may identify Customer as a customer on its website and in marketing materials. Customer may opt out by emailing sykik-privacy@sykik.ai. For case studies or testimonials, Provider will obtain Customer's prior written consent.

Survival. The following provisions survive termination: Sections 6 (with respect to amounts accrued), 7.2, 8, 9, 10, 11, 12, 13, 15.7, 16.3, 17, and 18.

Governing Law and Disputes. This Agreement is governed by Austrian law, excluding its conflict-of-laws principles and the UN Convention on Contracts for the International Sale of Goods. Any dispute shall be subject to the exclusive jurisdiction of the competent courts in Vienna, Austria. Before initiating formal proceedings, the parties agree to attempt good-faith negotiation for at least thirty (30) days.

Language. This Agreement is in English. Translations are for convenience only; the English version prevails.

Acceptance

By creating an account or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

Sykik [FlexCo i.G.] · Wollzeile 6-8, 46, 1010 Vienna · FN: [INSERT AFTER INCORPORATION] · sykik-privacy@sykik.ai