Terms of service

By accessing or using the Service, you accept these Terms on behalf of yourself and the entity you represent (the “Customer”). If you do not have authority to bind that entity, or you do not agree, you may not access the Service.

If you have entered into a separate written master subscription agreement with Osyra, the terms of that agreement control to the extent of any conflict with these Terms.

[Placeholder — counsel to add: order-of-precedence ladder, click-through binding language, electronic-signature consent, e-Sign Act / UETA acknowledgement.]

You may use the Service only if you (a) are at least 18 years old, (b) have the legal capacity to form a binding contract, and (c) are not barred from using the Service under the laws of the United States or any other applicable jurisdiction (including OFAC-administered sanctions and U.S. export controls).

[Placeholder — counsel to confirm: minimum-age threshold per jurisdiction, sanctions screening commitments, prohibited-country list, end-user export-control flow-down.]

The Service is organised around workspaces. Each workspace is owned by an Osyra Customer account and may contain multiple end-users (the “Users”) you authorise.

You are responsible for:

1. maintaining the confidentiality of your credentials and API keys;
2. all activity that occurs under your account, including by your Users;
3. configuring access controls, MFA, and rotation policies appropriate to your risk tolerance;
4. notifying us promptly at security@osyra.ai of any suspected unauthorised access.

We may suspend or terminate any account that we reasonably believe has been compromised, is being used in breach of these Terms, or poses a risk to the Service or other customers.

[Placeholder — counsel to add: workspace-administrator authority clause, User-onboarding warranties, BYO-keys disclaimer, transfer-of-ownership process.]

Your use of the Service is governed by our Acceptable Use Policy (the “AUP”), which is incorporated into these Terms by reference. Breach of the AUP is a material breach of these Terms.

We may modify the AUP from time to time. Material changes are notified to the primary contact on the Customer account at least 30 days before they take effect.

The Service is offered on the following plans, each priced in United States dollars and exclusive of applicable taxes (collectively, the “Plans”):

Paid Plans renew automatically at the end of each billing period at the then-current rate. Unless otherwise stated in an Order Form, fees are charged in advance, are non-refundable except as required by law, and any included usage that is not consumed within a billing period is forfeited.

Usage at or beyond a Plan's included quotas may be blocked, limited, or governed by an accepted Order Form. No overage charge applies unless we first disclose the applicable rate and cadence and you accept them. We will surface running usage in the dashboard; however, you remain responsible for monitoring it.

We may change Plan prices on at least 30 days' notice. Price changes take effect at the start of the next renewal term and do not apply retroactively.

[Placeholder — counsel to add: tax responsibility (sales/VAT/withholding), payment method authorisation, late-payment interest rate, suspension-for-non-payment threshold, dispute window for invoices, refund policy for material outages, Enterprise Order Form precedence, and prorating rules on mid-cycle upgrades.]

You retain all rights, title, and interest in and to the data you submit to the Service, including prompts, completions, embeddings, and uploaded files (collectively, the “Customer Content”).

You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, route, process, transmit, and display Customer Content solely as necessary to operate the Service for you and to comply with our legal obligations. We do not use Customer Content to train our own or any third-party model.

For purposes of GDPR and similar laws, Osyra acts as a processor of Customer Content and you act as the controller. The terms of our Data Processing Addendum (DPA), available on request from legal@osyra.ai, govern that processing.

We collect aggregated, de-identified telemetry (latency, error rates, token counts, cost) for the purpose of operating, securing, and improving the Service. Such telemetry does not contain Customer Content or personal data identifiable to a User.

[Placeholder — counsel to confirm: licence-grant scope (especially around derivative works), processor/controller allocation per data category, BAA scope for HIPAA customers, cross-border transfer mechanism, audit-rights ladder, deletion SLA on termination.]

The Service, including all software, documentation, designs, marks, and content provided by Osyra (the “Osyra IP”), is and remains the exclusive property of Osyra and its licensors. These Terms grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service in accordance with these Terms — and no other rights.

You may not, and may not permit any third party to:

1. copy, modify, or create derivative works of the Service;
2. reverse engineer, decompile, or disassemble the Service;
3. resell, sublicense, or rent the Service except as expressly permitted;
4. use the Service to build a competing product or to benchmark its performance for publication without our prior written consent.

If you provide us feedback, suggestions, or ideas about the Service (the “Feedback”), you grant Osyra a worldwide, perpetual, royalty-free, irrevocable licence to use that Feedback for any purpose without obligation.

[Placeholder — counsel to add: trademark-usage guidelines, open-source-component disclosures, third-party-licence flow-down.]

Each party represents and warrants to the other that it has the corporate authority to enter into these Terms and that its performance will not breach any other agreement or applicable law.

Service warranty. For paid Plans, Osyra warrants that the Service will perform materially in accordance with our then-current published documentation. Your sole remedy and our entire liability for breach of this warranty is for Osyra to use commercially reasonable efforts to remedy the non-conformity or, if we cannot remedy it within a reasonable time, to refund the unused pre-paid fees attributable to the non-conforming Service.

Disclaimer.Except for the express warranties above, the Service is provided “AS IS” and “AS AVAILABLE”. To the maximum extent permitted by law, Osyra disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or trade usage. Osyra does not warrant that model outputs will be accurate, complete, lawful, non-infringing, or fit for any particular use.

Free, beta, and trial Plans are provided “AS IS” without any warranty of any kind.

[Placeholder — counsel to confirm: jurisdiction-specific consumer warranty carve-outs, beta-feature designation rules, SLA cross-reference for Pro/Enterprise.]

Exclusion of indirect damages. To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, goodwill, or data, however caused and on any theory of liability, even if advised of the possibility of such damages.

Liability cap.Each party's aggregate liability under these Terms will not exceed the fees paid or payable by Customer to Osyra under these Terms in the twelve (12) months preceding the event giving rise to the claim.

Exclusions from cap.The cap and the exclusion of indirect damages do not apply to: (a) breach of confidentiality, (b) a party's indemnification obligations, (c) Customer's payment obligations, or (d) liability that cannot be limited by applicable law.

Free Plans.Osyra's aggregate liability for Free, beta, and trial Plans is capped at U.S. $100.

[Placeholder — counsel to confirm: super-cap for security/privacy breaches, consumer-jurisdiction carve-outs, fault-allocation in joint-controller scenarios.]

By Osyra.Osyra will defend Customer against any third-party claim alleging that the Service, when used as authorised by these Terms, infringes that third party's intellectual-property rights, and will indemnify Customer for amounts finally awarded by a court or paid in settlement of such a claim.

By Customer.Customer will defend Osyra against any third-party claim arising from (a) Customer Content, (b) Customer's use of the Service in breach of these Terms or the AUP, or (c) Customer's combination of the Service with materials not provided by Osyra, and will indemnify Osyra for amounts finally awarded or paid in settlement of such a claim.

Procedure.The indemnified party must (i) promptly notify the indemnifying party in writing, (ii) give the indemnifying party sole control of the defence and settlement (provided that no settlement may impose obligations on the indemnified party without its consent), and (iii) provide reasonable cooperation at the indemnifying party's expense.

[Placeholder — counsel to add: mitigation steps available to Osyra (modify, replace, refund), exclusions from Osyra IP indemnity (third-party model providers, BYO-keys), joint and several limitations.]

These Terms remain in effect for so long as you have an active Osyra account. Either party may terminate these Terms:

1. for convenience on at least 30 days' written notice;
2. for the other party's material breach not cured within 30 days of written notice;
3. immediately for the other party's insolvency or assignment for the benefit of creditors.

Effect of termination. Upon termination, (i) your right to access the Service ends, (ii) we will, on request made within 30 days after termination, make a copy of Customer Content available for export in a commonly-used format, and (iii) we will delete Customer Content from production systems within 30 days thereafter (subject to backup-cycle delays and to legal-hold obligations).

Survival. The following sections survive termination: § 6 (Customer Content) with respect to license grants required for backups, § 7 (Intellectual Property), § 9 (Limitation of Liability), § 10 (Indemnification), § 11 (Termination), § 12 (Governing Law), § 13 (Disputes), and any other provision that by its nature should survive.

[Placeholder — counsel to confirm: data-export format guarantees, deletion certification, transition-services availability, post-termination access window for billing reconciliation.]

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. [Placeholder — counsel to confirm jurisdiction-specific consumer-protection overrides, EU/UK law applicability for EEA/UK customers.]

Informal resolution. Before filing any claim, the parties will attempt to resolve the dispute through good-faith negotiation between senior executives for at least 30 days.

Arbitration.Any dispute not resolved through negotiation will be finally resolved by binding arbitration administered by JAMS in Wilmington, Delaware, by a single arbitrator under the JAMS Comprehensive Arbitration Rules. The arbitrator's award may be entered in any court of competent jurisdiction.

Class-action waiver. To the maximum extent permitted by law, each party waives any right to assert claims as a class representative or as a member of a class or representative action.

Equitable relief. Notwithstanding the above, either party may bring an action in a court of competent jurisdiction for injunctive or other equitable relief to protect its intellectual-property rights or confidential information.

[Placeholder — counsel to confirm: opt-out window for arbitration, mass-arbitration protections, EU/UK consumer-rights overrides, small-claims-court carve-out, fee allocation rules.]

We may update these Terms from time to time. Material changes will be notified to the primary contact on the Customer account at least 30 days before taking effect. Continued use of the Service after the effective date of changes constitutes acceptance. If you do not accept the changes, your sole remedy is to terminate your account before the effective date and request a pro-rata refund of any unused pre-paid fees. [Placeholder — counsel to confirm notice channel hierarchy, version archive policy.]

Entire agreement. These Terms, together with the AUP, the Privacy Policy, the DPA (where executed), and any Order Form, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements on the same subject.

Assignment.Neither party may assign these Terms without the other's prior written consent, except that either party may assign without consent in connection with a merger, acquisition, or sale of substantially all its assets. Any non-permitted assignment is void.

Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect.

No waiver. A failure to enforce a right is not a waiver of that right.

Force majeure. Neither party is liable for any delay or failure caused by circumstances beyond its reasonable control (excluding payment obligations).

Notices. Notices to Osyra must be sent to legal@osyra.ai. Notices to Customer are sent to the email address on the Customer account.

[Placeholder — counsel to add: independent-contractor status, third-party beneficiaries clause, U.S. Government rights legend, anti-bribery flow-down.]

Questions about these Terms? Email legal@osyra.ai. Postal: Osyra, Inc., Delaware, United States. [Placeholder — counsel to confirm registered-agent address and EU/UK representative details.]