Terms of Service

1. Acceptance of Terms

By engaging Scynro Global Inc. ("Scynro", "we", "us") for enterprise IT and AI integration services, or by accessing our website at scynro.com, you agree to these Terms of Service. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms.

2. Scope of Services

Scynro provides custom IT consulting, data pipeline engineering, AI model integration, and legacy system modernization. The specific deliverables, timelines, service levels, and costs for any engagement will be defined in a separate Statement of Work (SOW) or Master Services Agreement (MSA) executed by both parties. In the event of a conflict between these Terms and an executed SOW, the SOW shall prevail.

3. Client Responsibilities and Data Sovereignty

You retain all ownership rights to the data, codebases, and proprietary information you provide to Scynro. You are solely responsible for ensuring you have the necessary legal rights, consents, and compliance approvals (including but not limited to HIPAA, GDPR, CCPA, and industry-specific regulations) to share such data with us for processing.

You acknowledge that Scynro acts as a Data Processor for the data you provide during an engagement, and you remain the Data Controller. You are responsible for providing all necessary privacy notices and obtaining consent from data subjects as required by applicable law.

4. Intellectual Property

Unless otherwise specified in an SOW, Scynro retains ownership of our pre-existing proprietary tools, frameworks, algorithms, and methodologies ("Background IP"). Any custom code, models, pipelines, or deliverables developed specifically for you and paid for in full shall be owned by you upon final payment ("Foreground IP"). Scynro retains a non-exclusive, royalty-free license to use anonymized, aggregated learnings from the engagement to improve our services, provided such use does not disclose your confidential information.

5. AI and Machine Learning Provisions

Scynro will not use your proprietary data, prompts, or outputs to train public foundation models. Any AI models fine-tuned on your data remain isolated within your dedicated environment. You acknowledge that outputs from generative AI systems may contain inaccuracies and must be reviewed by qualified personnel before being used in production decision-making.

6. Fees and Payment

Fees for services are outlined in the applicable SOW. Unless otherwise agreed, invoices are due Net 30 from the date of issue. Late payments may be subject to a 1.5% monthly interest charge or the maximum allowed by law, whichever is lower. All fees are exclusive of applicable taxes.

7. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information disclosed during the engagement. This obligation survives the termination of these Terms for a period of five (5) years. Confidential information does not include information that is publicly available, independently developed, or required to be disclosed by law.

8. Warranties and Disclaimers

Scynro warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SCYNRO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Limitation of Liability

To the maximum extent permitted by law, Scynro's total aggregate liability for any and all claims arising out of or relating to this agreement shall not exceed the total amount paid by you to Scynro in the twelve (12) months preceding the claim. Scynro shall not be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, or data loss, even if advised of the possibility of such damages.

10. Indemnification

You agree to indemnify and hold Scynro harmless from any third-party claim arising out of your misuse of the deliverables, your violation of applicable data protection laws, or your infringement of third-party intellectual property rights.

11. Termination

Either party may terminate these Terms with thirty (30) days written notice. Scynro may terminate immediately if you breach these Terms or fail to pay undisputed invoices. Upon termination, you will pay for all services rendered up to the effective date of termination, and Scynro will return or destroy your confidential data in accordance with your written instructions.

12. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the State of Delaware, without regard to its conflict of law principles. Any legal action must be brought in the state or federal courts located in New Castle County, Delaware. The parties agree to attempt in good faith to resolve any dispute through negotiation or mediation before initiating litigation.

13. Contact

For legal inquiries, contact legal@scynro.com.