Styri Online Subscription Terms

These Online Subscription Terms (“Terms”) govern access to and use of the Styri platform (the “Service”) by any customer that signs up for the Service online without executing a separate signed Subscription Agreement with HelmAI, Inc., d/b/a Styri (“Styri”). If Customer has executed a separate signed Subscription Agreement with Styri, that agreement governs and these Terms do not apply. By creating an account, checking a box to accept these Terms, or using the Service, Customer agrees to be bound by these Terms.

1. The Service

Styri grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Service for Customer’s internal business purposes, subject to these Terms and the plan Customer selects at signup.

2. Account and Acceptable Use

Customer is responsible for activity under its account and for keeping login credentials secure. Customer may not:

• share access credentials with unauthorized users;
• attempt to reverse engineer, decompile, or copy the Service;
• use the Service to process highly sensitive data categories (health, financial account, or biometric data) without Styri’s prior written consent;
• use the Service in violation of applicable law, including applicable export control and sanctions laws;
• use the Service or any outputs generated by it to build, train, or benchmark a competing product or service;
• access the Service through scraping, bulk export, or other automated means, or circumvent any rate or usage limits, except through Styri’s supported APIs and in accordance with Customer’s plan;
• resell, sublicense, or make the Service available to any third party other than Customer’s own authorized users; or
• use the Service to generate content that is unlawful, infringing, defamatory, or deceptive.

Styri may suspend Customer’s access to the Service, in whole or in part: (i) if any fees are more than 15 days past due; or (ii) immediately, without prior notice, if Styri reasonably believes suspension is necessary to prevent harm to the Service, other customers, or third parties, including in cases of suspected security threats, fraud, or violation of this Section 2. Styri will restore access promptly once the issue giving rise to suspension is resolved.

3. Fees and Billing

Fees are based on the plan Customer selects and are billed automatically through Styri’s payment processor, Stripe, to the payment method Customer has on file. Unless otherwise agreed in writing between the parties, Customer’s minimum subscription term is twelve (12) months as described in Section 11, billed monthly. Customer authorizes Styri to charge that payment method each billing cycle for its subscription fee, and for any additional credits Customer elects to purchase in-app. Customer may update its payment method, purchase additional credits, or view billing history at any time through the in-app billing portal. Canceling auto-renewal through the billing portal stops future Renewal Terms as described in Section 11 but does not terminate the current Term early or relieve Customer of fees owed for the remainder of the then-current Term. Fees are non-refundable except as required by law or expressly stated in these Terms.

4. Customer Data

(a) Ownership. As between the parties, Customer retains all right, title, and interest in and to data Customer or its end users submit to the Service (“Customer Data”).

(b) Use of Customer Data. Styri will use Customer Data solely to provide, secure, and support the Service for Customer.

(c) No Model Training Without Consent. Styri shall not use Customer Data, or any prompts, outputs, or derivatives thereof, to train, fine-tune, or improve any machine learning model, foundation model, or AI system that is or may be made available to third parties, without Customer’s prior written consent.

(d) Subprocessors and Third-Party AI Providers. Styri may use third-party infrastructure and AI model providers (each, a “Subprocessor”) to deliver the Service. Styri will ensure that any Subprocessor with access to Customer Data is bound by confidentiality and data-use obligations at least as protective as those in this Section 4, including the restriction in Section 4(c). A current list of Subprocessors is available upon request.

(e) Deletion. Upon termination of Customer’s account, Customer Data will be retained for 30 days to allow export, then deleted. Customer may request immediate deletion at any time by emailing support@styri.ai.

(f) Privacy and Cookies. Styri’s collection and use of personal information in connection with the Service, including information about Customer’s own personnel, is described in Styri’s Privacy Notice and Cookie Policy, each incorporated into these Terms by reference.

(g) Data Processing Addendum. To the extent Styri processes personal data on Customer’s behalf as a processor or service provider under applicable data protection law, Styri’s Data Processing Addendum applies and is incorporated into these Terms by reference.

5. Confidentiality

Each party may disclose non-public information to the other in connection with the Service (“Confidential Information”). The receiving party will use Confidential Information only to perform its obligations or exercise its rights under these Terms, protect it with reasonable care, and not disclose it to third parties except to personnel and advisors with a need to know who are bound by confidentiality obligations at least as protective as these. This Section does not apply to information that is or becomes public through no fault of the receiving party, was already known to it, or is independently developed. This Section does not restrict Styri’s marketing and publicity rights under Section 6.

6. Marketing and Publicity Rights

Customer grants Styri a limited, non-exclusive, royalty-free license to use Customer’s name, logo, and trademarks on Styri’s website, sales materials, marketing materials, and investor materials solely to identify Customer as a user of the Service, in accordance with any trademark usage guidelines Customer provides. Styri may request Customer’s participation in a case study, testimonial, or public quote; Customer will consider such requests in good faith and will not unreasonably withhold participation, provided that Styri will submit the specific text of any quote, case study, or testimonial to Customer for review and written approval before publication. Customer may revoke the license granted in this Section at any time upon written notice to Styri, and Styri will remove the applicable name, logo, or trademark usage from active marketing materials within 30 days.

7. Warranty Disclaimer

The Service is provided “AS IS.” Styri disclaims all warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law. The Service may generate summaries, insights, recommendations, or other content using artificial intelligence or machine learning technology (“AI Outputs”). AI Outputs may be inaccurate, incomplete, or unsuitable for a particular purpose. Customer is solely responsible for reviewing and independently validating any AI Output before relying on it for a business, financial, legal, or other decision.

8. Feedback

Customer grants Styri a royalty-free, worldwide license to use and incorporate any feedback, suggestions, or ideas Customer provides in connection with the Service. Styri will not identify Customer as the source of specific feedback without Customer’s prior written consent.

9. Indemnification

(a) By Styri. Styri shall defend Customer against any third-party claim alleging that the Service, as provided by Styri and used by Customer in accordance with these Terms, infringes that third party’s intellectual property rights, and shall indemnify Customer for damages finally awarded against Customer (or agreed to in settlement) as a result of such claim. This obligation does not apply to the extent the claim arises from Customer’s modification of the Service, use of the Service in combination with products not provided by Styri, or Customer Data.

(b) By Customer. Customer shall defend Styri against any third-party claim arising from Customer Data or from Customer’s use of the Service in violation of these Terms or applicable law, and shall indemnify Styri for damages finally awarded against Styri (or agreed to in settlement) as a result of such claim.

(c) Procedure. The indemnifying party’s obligations are conditioned on the indemnified party promptly notifying it of the claim, giving it sole control of the defense and settlement (with the indemnified party’s consent required for any settlement imposing liability on it), and providing reasonable cooperation at the indemnifying party’s expense.

10. Limitation of Liability

Except for breaches of Section 5 (Confidentiality) or a party’s gross negligence, willful misconduct, or fraud, each party’s aggregate liability arising out of these Terms, including under Section 9 (Indemnification), shall not exceed the fees paid by Customer to Styri in the twelve (12) months preceding the event giving rise to liability, and neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenues, even if advised of the possibility of such damages.

11. Term, Renewal, and Termination

These Terms commence on the date Customer first accepts them and continue for an initial term of twelve (12) months, billed monthly (the “Initial Term”), unless a different term is agreed in writing between the parties. Upon expiration of the Initial Term, and each Renewal Term thereafter, these Terms will automatically renew for successive twelve (12)-month terms (each, a “Renewal Term,” and together with the Initial Term, the “Term”), unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current Term. Styri may adjust fees effective upon any Renewal Term by providing Customer at least 60 days’ written notice prior to the applicable renewal date; continued use of the Service after the adjusted fees take effect constitutes acceptance.

Neither party may terminate these Terms for convenience during the Term. Either party may terminate these Terms for cause upon written notice if the other party materially breaches these Terms and fails to cure such breach within 30 days of receiving notice. If Styri terminates for Customer’s uncured breach, all fees for the remainder of the then-current Term become immediately due and payable.

Sections 4(e), 4(g), 5, 6, 7, 8, 9, and 10 survive termination.

12. Changes to these Terms

Styri may update these Terms from time to time. Material changes will be communicated by email or in-app notice at least 15 days before taking effect. Continued use of the Service after changes take effect constitutes acceptance.

13. General Provisions

These Terms, together with the Privacy Notice, Cookie Policy, and (if applicable) Data Processing Addendum, constitute the entire agreement between the parties regarding the Service and supersede any prior agreements on the subject, except for a separately executed Subscription Agreement, which controls if one exists. Neither party may assign these Terms without the other’s written consent, except in connection with a merger, acquisition, or sale of substantially all assets. Notices under these Terms must be in writing and sent to the email address on file for Customer’s account, or to support@styri.ai for notices to Styri. Neither party will be liable for any delay or failure to perform resulting from causes beyond its reasonable control. If any provision of these Terms is held unenforceable, the remaining provisions will remain in full effect. A party’s failure to enforce any provision is not a waiver of its right to do so later. Each party may seek injunctive or other equitable relief for actual or threatened breach of Section 5 (Confidentiality) or misuse of its intellectual property, without the requirement to post a bond. These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law principles, and the parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware.