Effective Date: June 14, 2025
Welcome to AliveSim Studio! Before accessing our services, please read these Terms of Service.
These Terms of Service (“Terms”) are an agreement between Syandus, Inc. and you or the organization, company, or other entity that you represent (the “Customer”). Syandus, Inc. (“Syandus”), incorporated in the state of Delaware, operates the AliveSim platform and provides the services described herein (the “Services”). By establishing a customer account (“Effective Date”) and accessing or using the Services for the first time, Customer agrees to be bound by these Terms.
1.1 - Overview. Syandus operates alivesim.com, syandus.com, and associated websites (the “Sites”) that provide Services through a suite of cloud-based technologies, collectively called the AliveSim Platform. These Services include content authoring through AliveSim Studio, delivery to end users, analytics, and other Services.
1.2 - Customer Account. An account is set up within AliveSim Studio for the Customer (“Account”) which enables the Customer to authorize users within their organization (“Authorized Users”) to access AliveSim Studio and the AliveSim Platform. The Customer must provide and maintain accurate Customer information, including a primary point of contact used for Syandus communications and the billing service. Customer is solely liable and responsible for understanding the settings, privileges and controls for the Services and ensuring that all Authorized Users, all over the age of eighteen, abide by these Terms. Further, Customer acknowledges that any action taken by an Authorized User of Customer’s Account, is deemed by Syandus as an authorized action by Customer, hence Customer shall have no claim in this regard.
1.3 - Account Administrators. An account administrator (“Admin”) has full access to all aspects of the Customer Account that includes purchasing or modifying Services on behalf of the Customer, managing Authorized User permissions, and defining audience groups (“Groups”) and delivery methods for AliveSim modules. Any decision or action made by any Admin, is deemed as a decision or action of Customer.
1.4 - Authoring Content in AliveSim Studio. Authorized Users with permission to build content will have access to the authoring tools within AliveSim Studio. The amount of content (the number and size of modules) that can be built is based on the AliveSim Studio subscription plan (“Subscription Plan”). All plans have access to all the content creation features in AliveSim Studio. The difference between the plans is that amount of AI credits (“AI Credits”) available to create content and whether the AI Credits span a month or a year. AI Credits are consumed when AI voice, AI translation, or generative AI services are used as described in the knowledge base documentation and other Sites (“Documentation”). If AI Credits are fully consumed for a given subscription period (monthly or yearly), content creation capabilities are limited since AI voice drives much of the experience. To continue creating content, Customer can upgrade their plan, wait for the Subscription Plan renewal, or purchase supplemental AI Credits (when this option is available). Enterprise Customers have no AI Credit limits (for all practical purposes) and have access to additional Services described below.
1.5 - Distribution to End Users. Customers set up and manage the distribution of AliveSim modules to target end users through AliveSim Studio. An end user is an individual that accesses an AliveSim module and is given a unique account identifier that is authenticated through a delivery method (“End User”). End Users may or may not be affiliated with the Customer, but their access to content on the Customer Account is managed solely by the Customer through the delivery methods chosen. End Users can be separated into different audience Groups and each Group can have its own custom links to modules. For example, Groups can be used for different departments, clients, or your client’s customers. An End User’s account identifier cannot be used for more than one individual. The AliveSim Platform manages the delivery of the experience to specific Groups of the End Users established by the Customer, provides analytics on utilization and performance, and facilitates management of the audiences/Groups. To use these Services, the Customer pre-purchases credits based on the number of End Users (“Active User Credits”).
End Users have access to the AliveSim Terms of Use which governs their use of the platform. This can be shared with stakeholders involved in providing AliveSim access to End Users (available here).
1.6 - Active User Credits. The Customer pre-purchases Active User Credits based on their needs. Active User Credits never expire and can be purchased at volume discounts via a tiered structure. An Active User Credit is consumed when an End User accesses one of the Customer’s AliveSim modules for the first time and becomes an active user (“Active User”). An Active User can access unlimited AliveSim modules within the Customer Account for one year (the Customer controls which modules they can access via Groups). Customer agrees to always maintain a positive balance of Active User Credits to support new Active Users. The amount of Active User Credits available and current number of Active Users in the Customer Account is available via the Customer Account tab within AliveSim Studio.
1.7 - AI Utilization. Syandus’ use of artificial intelligence (“AI”) includes AI text-to-speech synthesis, AI translation of textual and voice content, and generative AI to assist in content development. Customer is responsible for reviewing all AI outputs as they are incorporated into the content. When published, module content, including AI-generated content, is locked and cannot be edited. No dynamic AI (not approved by a human) is generated for the End User; this prevents mispronunciations, improper translation, and inaccurate information due to hallucinations or changes in LLM training. No Customer Account content is used to train AI models, or stored outside of the Services. AI services are subject to additional terms outlined in the AI Services Addendum (available here), which provides detailed AI governance and data handling information.
1.8 - Enterprise Services. In addition to the standard Services, Enterprise Customers also receive custom setup, personalized onboarding, premium support, a Service Level Agreement (available here), and access to addon Enterprise Services including SCORM delivery, Enterprise SSO, consulting packages, and additional delivery options.
1.9 - Feedback.If Customer decides, in its sole discretion, to provide Syandus with feedback or suggestions, (“Feedback”), Syandus may use that Feedback at its own risk and without obligation to Customer. For clarity, such Feedback is the sole property of Syandus without restrictions or limitations on use of any kind and Customer irrevocably assigns to Syandus any right, title and interest Customer may have in such Feedback.
1.10 - Changes to the Services. Syandus will periodically update the Services and Syandus Materials at its sole discretion. These changes may add new features, fix bugs, modify functionality, or discontinue (with written notice) specific aspects of the Services
2.1 - Security and Protection of Customer Data. Syandus has implemented and maintained reasonable and appropriate administrative, organizational, and technical safeguards designed for the protection, confidentiality, and integrity of Customer Data. In addition, by using the Services, Customer also accepts Syandus’ Data Processing Addendum, available here (“DPA”), which governs the Processing of Personal Data (as both terms are defined in the DPA) on the Customer’s behalf.
2.2 - Customer Security Responsibilities. Customer must safeguard access to the Services to prevent unauthorized access. Customer also agrees to promptly notify Syandus in writing if they become aware of any unauthorized access, or use of the Customer Account, an Authorized User account, or an End User account, and/or any breach of these Terms such as the accidental insertion or upload of compromised assets.
2.3 - No Sensitive Data. The Customer is strictly prohibited from entering, uploading, or storing any Sensitive Data as defined by the General Data Protection Regulation (GDPR) within the Services. "Sensitive Data" includes, but is not limited to, personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, data concerning health, or data concerning a natural person's sex life or sexual orientation.
3.1 - Syandus’ Intellectual Property. The Services and Sites, inclusive of materials such as software, interfaces, interactive components, 2D and 3D assets, delivery technology, Documentation, informational text, images, audio, names, logos, trademarks and services marks (excluding Customer Content, defined below), any and all related or underlying know-how, technical or intellectual property, and any enhancements, modifications, or derivative works, collectively “Syandus Materials”, are the property of Syandus and its licensors, and may be protected by applicable copyright, or other intellectual property laws or treaties. Syandus retains all right, title, and interest, including intellectual property rights, in and to the Syandus Materials. Syandus reserves all rights not granted under these Terms.
3.2 - License for Customer Access and Use. Subject to Customer’s compliance with these Terms and applicable law, Syandus grants the Customer a limited, non-exclusive, non-transferable (except as permitted in these Terms) and non-sublicensable (only as required to provide the Services), license to use the Services in accordance with these Terms, provided that Customer’s applicable subscription for the Services is valid. Customer may allow its Authorized Users and End Users, (collectively, “Users”) to use the Services, and Customer is responsible for its Users' compliance with these Terms.
3.3 - Use Restrictions. Except as expressly permitted in these Terms, you may not, and shall not allow an Authorized User, End User, or any third party to:
a. Defeat, avoid, bypass, remove, deactivate, or otherwise circumvent technological measures intended to control access to the Services.
b. Modify, translate, port, adapt, improve, enhance, or make copies of any software or other Syandus Materials underlying the Services or make any derivative work from the Service except as expressly permitted in these Terms.
c. Reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the Services, or any components thereof.
d. Remove, obscure or alter any notice of copyright, patent, trade secret, trademark, service mark, logo, or other proprietary right appearing in or on the Syandus Materials.
e. Upload or generate through the Services any content that is unlawful, harmful, abusive, threatening, defamatory, or fraudulent, including content that: (i) incites, facilitates, or promotes violent extremism, terrorism, or hateful behavior; (ii) promotes discriminatory practices or behaviors against individuals or groups on the basis of one or more protected attributes such as race, ethnicity, religion, nationality, gender, sexual orientation, or any other identifying trait; (iii) violates any person's privacy rights as defined by applicable privacy laws; (iv) spreads misinformation, interferes in elections, or is used in political campaigns; or (v) infringes on any third party right.
f. Introduce, transmit, re-transmit software code (such as a virus, worm, Trojan horse, scripting exploits, bots, or other harmful attacks) on or through the Services that may or is intended to damage the Services or any Syandus Materials.
g. Misuse or otherwise use the Services or Sites in an excessive manner compared to anticipated standard of use (as evaluated at Syandus’ sole discretion) including without limitation, consuming a massive amount of storage or otherwise burdening the Service infrastructure in ways that impairs its function.
h. Use any part of Services to train or improve artificial intelligence models or generate source code.
i. Access the Services to build or enhance a competing product or service.
j. Encourage or assist any third party (including other Users) to do any of the foregoing.
4.1 - Overview. Customer content means any data, information, images, or material entered or uploaded by Customer or an Authorized User while using the Service and includes any textual AI output, if available (“Customer Content”). Customer Content does not include information used to establish a Customer Account, or Authorized Users or End User accounts.
4.2 - Ownership. The Customer retains all rights, title, interest, control and ownership of Customer Content. Syandus does not claim ownership rights to Customer’s Content and only requires a limited license to Customer’s Content to provide the Services.
4.3 - Licenses to Customer Content to Operate the Services. Subject to these Terms, Customer grants Syandus a non-exclusive, worldwide, royalty-free, limited license to access, use, process, copy, translate, distribute, export, and display the Customer Content, and solely to the extent that reformatting Customer Content for use in the Services constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. For clarification, this license is granted solely for the purposes of (a) providing the Services; (b) responding to support requests; and (c) detecting, preventing, or otherwise addressing security, fraud, or technical issues, including violations of these Terms.
4.4 - Customer Content Liability. Customer is solely liable for Customer Content including the right to use any and all third-party content incorporated, the use of AI generated content either by the Services or outside the Services, and adherence to applicable data privacy laws.
4.5 - No Monitoring Obligation. Syandus is not obligated to monitor Customer Content entered or uploaded to Services. The Services do not replace the need for Customer to maintain regular data backups or redundant data archives of its Customer Content.
4.6 - Access or Disclosure of Customer Content. Syandus does not have access to Customer Content unless access is granted by Customer, such as to allow Syandus to fulfil a customer support request. A security event may require Syandus to access the Customer Account and Customer Content; Syandus will inform Customer in writing of such access as promptly as possible.
5.1 - Syandus may use Customer's organizational name and logo to publicly identify Customer as a customer of the Services. Customer will consider in good faith any request by Syandus to provide a quote from a Customer leader regarding Customer’s motivation for using the Services that Syandus may use publicly. Enterprise Subscription Plan Customers may opt out of this provision by notifying Syandus in writing.
6.1 - Order Form. An ordering document or an online order entered into between Customer and Syandus (“Order Form”) will specify the Services and Fees to be provided.
6.2 - Payment. In consideration for the provision of the Services (except for free subscription plan), Customer shall pay Syandus the applicable fees, as set forth in applicable Order Forms (“Fees”). Fees are stated in U.S. dollars. Customer hereby authorizes Syandus, either directly or through our payment processing services, to charge such Fees via Customer’s selected payment method, upon due date. If fees are over $5,000, payment via invoice can be used with Net 30 days terms (unless there are other enterprise payment terms within an addendum as described in Section 12.4 (Amendments). Unless expressly set forth herein, the Fees are non-cancelable and non-refundable. We reserve the right to change the Fees at any time and notify Customer if such change may affect Customer’s existing subscriptions upon renewal. In the event of failure to collect the Fees owed by Customer through means other than an invoice, Syandus, at our sole discretion (but shall not be obligated to) retry to collect at a later time, and/or proceed with Customer Account suspension or termination as defined in Section 7 (Termination). Customer Account suspension or termination will not relieve Customer’s obligation to pay amounts due.
6.3 - Taxes. Any Fees charged to Customer are exclusive of taxes (“Taxes”). Customer will be responsible for all applicable Taxes in connection with these Terms including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties. If Customer is located in a jurisdiction which requires Customer to deduct or withhold Taxes or other amounts from any amounts due to Syandus, Customer should notify Syandus to determine if the purchase can be made, and in any case, Customer shall bear the sole responsibility and liability to pay such Tax and such Tax should be deemed as being added on top of the Fees payable by Customer.
6.4 - AliveSim Studio Subscription Plans. Subscription fees are based on annual or monthly periods (or pro rata portions of such periods, calculated on a daily basis) that begin on the Subscription Plan start date and each annual or monthly anniversary of the start date. Subscriptions Plans are sold in tiers that are largely differentiated in the amount of AI Credits available during the subscription period to build content. This allows Customers to select a tier that best fits their content development needs. All core platform features (non-enterprise) are available for all tiers. Typical development consumes AI credits to generate synthetic voices; translation and generative AI when available, can consume more AI credits. Enterprise plans include more Services, including more delivery addon options as described in Section 1.8 (Enterprise Services). A monthly free plan with limited AI credits and full featured access is available to try out the platform.
6.5 - Changing a Subscription Plan. A Customer may upgrade their AliveSim Studio Subscription Plan to obtain more AI Credits to support more content development. Upgrading from a monthly plan to an annual plan will immediately provide all AI Credits for annual plan and set the Subscription Plan start date as the day of the upgrade. Upgrading from one annual plan to another results in a prorated upgrade where the original subscription start date is retained. If Customer elects to downgrade their Subscription Plan, it will take effect at the end of the current Subscription Plan term (causing loss of Enterprise Services, if applicable), and no refund is provided.
6.6 - Auto-renewal. Customer agrees that its AliveSim Studio Subscription Plan will automatically renew on an annual or monthly basis depending on Customer’s Subscription (the “Renewal Date”). Customer authorizes Syandus to automatically charge Customer for the applicable fees on or after the Renewal Date unless the Subscription has been terminated or cancelled in accordance with these Terms. Customer must cancel its Subscription prior to the Renewal Date in order to avoid billing of the next period’s Subscription fees. Cancelling a Subscription Plan will terminate all Services at the end of the Subscription Plan term, and no refund for the most recently (or any previously) charged Fees is provided. If a Subscription Plan is cancelled, Customer may still use the Services until the end of Customer’s then-current Subscription Plan term.
6.7 - Active User Credits. Customer agrees to purchase Active User Credits in advance of use, and also agrees to maintain a positive balance of Active User Credits at all times. Active User Credits are purchased as one-time charges. Customer can choose how many Active User Credits to buy at a time using the volume-based pricing tiers. Active User Credits do not expire unless Customer Account is terminated and there is no refund of purchased Active User Credits. For clarity, when modules are published to End Users, enough Active User Credits must be purchased to cover those End Users, plus additional activity across the Customer Account. Syandus, at its sole discretion, may invoice Customer for a negative Active User Credit balance using the volume-based pricing tier for that Customer, without negotiated discounts.
7.1 - Term. These Terms start on the Effective Date and continue as long as Customer maintains an active subscription to the Services, until terminated in accordance with these Terms (the “Term”). For clarity, Customers may terminate their subscription at any time as outlined in Section 7.2.
7.2 - Termination by Customer for Convenience. Customer may stop using the Services at any time. Termination of Customer’s access to the Services or these Terms does not relieve Customer of any obligation to pay any outstanding fees or require Syandus to refund any prepaid fees unless otherwise expressly stated in these Terms.
7.3 - Termination by Customer for Cause. The Customer reserves the right to terminate their account and these Terms in the event of a material breach by Syandus. Termination can occur upon written notice, provided that Syandus is given a minimum of thirty (30) days from receipt of notice to cure the breach. If after this cure period, the breach is not resolved, Customer may request in writing to receive a prorated refund of Customer’s prepaid fees for the remainder of the subscription term. Unused Active User Credits will be refunded starting with the most recent purchase price.
7.4 - Termination by Syandus for Cause. Syandus may terminate Services for cause with 30 days written notice for one of the following: (a) Customer has a material breach of these Terms that was not cured within 30 days of written notice; (b) Customer is delinquent in payment of the Fees for the Services; or (c) Customer ceases to do business or becomes subject to insolvency proceedings and the proceedings are not dismissed within 45 days.
7.5 - Service Suspension. Without taking away from our termination rights above, Syandus may suspend Customer’s access to any portion or all of the Services (“Service Suspension”) if: Syandus reasonably believes or determines that (i) there is a risk to or attack on any of the Services; (ii) Customer or any User is using the Services in violation of these Terms, including the Section 3.3 (Use Restrictions); or (iii) Customer’s payment obligations, in accordance with these Terms, are or are likely to become, overdue. Syandus will use reasonable efforts to provide written notice of any Service Suspension to Customer, and resume providing access to the Services, as soon as reasonably possible after the event giving rise to the Service Suspension is cured, where curable. Syandus will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur because of a Service Suspension.
7.6 - Effect of Termination of Services. The Customer Account will be deactivated including AliveSim Studio access, End Users will lose access to modules, any remaining Active User Credits will be forfeited, and Customer Content and data remaining within the Account will be deleted according to Syandus’ deletion policies. Confidentially of Customer Content will be maintained until deletion.
7.7 - Survival. The following provisions will survive termination or expiration of these Terms: Section 3 (Intellectual Property Rights, License, and Use Restrictions); Section 4 (Customer Content); Section 5 (Publicity); Section 6 (Payment and Fees); Section 7.6 (Effect of Termination of Services); Section 8 (Confidential Information); Section 9 (Indemnification), Section 10 (Warranties and Limits on Liability); Section 11 (Disputes), Section 12 (Miscellaneous); the Data Processing Addendum, incorporated by reference herein if applicable; and any provision or condition that must survive to fulfil its essential purpose.
8.1 - Confidential Information. The parties may share information that is identified as confidential, proprietary, or similar, or that a party would reasonably understand to be confidential or proprietary ("Confidential Information"). Customer Content is Customer’s Confidential Information.
8.2 - Obligations of Parties. The receiving party ("Recipient") may only use the Confidential Information of the disclosing party ("Discloser") to exercise its rights and fulfil its obligations under these Terms. Recipient may only share Discloser’s Confidential Information to Recipient’s employees, contractors, and third-party service providers that have a need to know such Confidential Information and who are bound to obligations of confidentiality at least as protective as those provided in these Terms ("Representatives"). Recipient will protect Discloser’s Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own Confidential Information, and with no less than reasonable care. Recipient is responsible for all acts and omissions of its Representatives. Recipient will promptly notify Discloser if it suspects or knows that Discloser’s Confidential Information was breached and agrees to cooperate to mitigate further risks of loss or misuse.
8.3 - Exclusions. Recipient’s obligations with respect to Confidential Information do not apply if Recipient demonstrates that Discloser’s Confidential Information was (a) already known to Recipient at the time of disclosure by Discloser, (b) disclosed to Recipient by a third party without a duty of confidentiality, (c) publicly available through no fault of Recipient, or (d) independently developed by Recipient without use of or access to Discloser’s Confidential Information. Recipient may disclose Discloser’s Confidential Information to the extent it is required by law, or court or administrative order, but will, except where expressly prohibited, notify Discloser of the required disclosure promptly and fully cooperate with Discloser.
9.1 - By Customer. Customer hereby agrees to indemnify, defend and hold harmless Syandus and its officers, directors, employees and agents from and against any and all claims, damages, obligations, liabilities, losses, reasonable expenses or costs (collectively, “Losses”) incurred as a result of any third party claim arising from (a) Customer’s and/or any of its Users’, violation of these Terms or applicable Law; and/or (b) Customer Content, including the use of Customer Content by Syandus within the constraints of the license granted in clause 4.3, and/or any of its subcontractors, infringes or violates, any third party’s rights, including, without limitation, intellectual property, privacy and/or publicity rights.
9.2 - By Syandus. Syandus will indemnify, defend and hold Customer harmless, at our expense, against any action brought against Customer, its affiliates, officers, directors, and employees by a third-party claim or demand against Customer, alleging that Customer’s authorized use of the Services infringes or constitutes misappropriation of any third party’s copyright, trademark or registered U.S. patent (“IP Claim”).
Customer will: notify Syandus in writing within thirty (30) days of you becoming aware of any such claim; give us sole control of the defense or settlement of such a claim; and provide us (at our expense) with any and all information and assistance reasonably requested by us to handle the defense or settlement of the claim. Syandus will not accept any settlement that (i) imposes an obligation on you; (ii) requires you to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on you without your prior written consent.
Syandus’ indemnity obligations under this Section 9 shall not apply if: (i) the Services (or any portion thereof) was modified by Customer or any of its Authorized Users/End Users or any third party, but solely to the extent the IP Claim would have been avoided by not doing such modification; (ii) the Services are used in combination with any other service, device, software or products, including, without limitation, third party services, but solely to the extent that such IP Claim would have been avoided without such combination; (iii) any IP Claim arising or related to, the Customer Content or to any events giving rise to Customer’s indemnity obligations under Section 9.1 above; and/or (iv), an allegation that the Services consists of a function, system or method traditionally utilized in digital content software that is not commercially unique to the Services, and the commercially unique aspects of the Services are not identified in the allegation giving rise to the claim.
Remedy. Notwithstanding the foregoing, in the event of such a claim, or if Syandus believes that the Services, or any part thereof, may so infringe, then we may in our sole discretion: (a) obtain (at no additional cost to Customer) the right to continue to use the Services; (b) replace or modify the allegedly infringing part of the Services so that it becomes non-infringing while giving substantially equivalent performance; or (c) if we determine that the foregoing remedies are not reasonably available, then we may require that use of the (allegedly) infringing Services (or part thereof) shall cease and in such an event, Customer can decide to terminate the Services and shall receive a prorated refund as stipulated in Section 7.3 (Termination by Customer for Cause).
THIS SECTION 9.2 STATES SYANDUS’ SOLE AND ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY, FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION BY SYANDUS AND/OR ITS SERVICES AND UNDERLYING TECHNOLOGY.
10.1 - Mutual Representation and Warranties. Each party represents and warrants to the other that: (1) It has full power and authority to enter into these Terms and to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; and (2) these Terms constitutes its legal, valid and binding obligation, enforceable against it in accordance with its Terms.
10.2 - Performance Warranty. Syandus warrants that: (i) the Services will conform to and operate substantially in accordance with the descriptions provided in the Documentation, and (ii) Syandus will not knowingly introduce any viruses or other forms of malicious code into the Services. This warranty will not apply to you if you only use the Free Subscription or beta Services which are experimental and available for use by Customer at their own risk (“Beta Services”).
Process and Remedy. In the event of non-conformance with this warranty, Customer will provide a detailed description in writing of the non-conformance. Upon verifying the non-conformance with you, Syandus will use commercially reasonable efforts to correct such non-conformance. If we cannot correct such non-conformance within thirty (30) days from the date when you notified us of the non-conformity, then you may terminate these Terms by providing us with written notice and we will refund any prepaid but unused fees covering use of the Services after termination in accordance with Section 7.3 (Termination by Customer for Cause) provision of these Terms.
Exception. We will not have any obligation or liability under this section if the non-conformance is caused by or based on: (i) modification of the Services by anyone other than us; (ii) use of the Services in violation of or outside the scope of these Terms; (iii) a free subscription; or (iv) the use of Beta Services.
THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS PERFORMANCE WARANTY SECTION.
10.3 - Disclaimer of Warranties. Except as set forth in the ‘Performance Warranty’ section and without limiting our obligations in Section 2.1 (Security and Protection of Customer Data) of these Terms, Syandus and agents make no representations or warranties about the suitability, reliability, availability, timeliness, security, accuracy or completeness of the Services or Syandus Materials for any purpose. TO THE EXTENT PERMITTED BY LAW, THE SERVICES AND SYANDUS MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
10.4 - No Indirect Damages. To the extent permitted by law, in no event will either party or its affiliates be liable for any indirect, incidental, punitive, or consequential damages, or loss of profits, revenue, data or business opportunities arising out of or related to these Terms, whether an action is in contract or tort and regardless of the theory of liability.
10.5 - Limitation of Liability. EXCEPT FOR CUSTOMERS LIABILITY FOR PAYMENT OF FEES, LIABILITY ARISING FROM OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND LIABILITY FOR VIOLATION OF SYANDUS’ INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER SECTIONS OF THESE TERMS, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SERVICES IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM. This limitation will not apply to you if you only use the free subscription, and in this case, if we are determined to have any liability to you or any third party arising from your use of the free services, then our aggregate liability will be limited to one hundred U.S. dollars.
10.6 - Agreement to Liability Limit. BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE AND AGREE TO THE LIMITATIONS OF LIABILITY OUTLINED HEREIN.
11.1 - Process. In the event of a dispute, claim or controversy relating to these Terms (“Dispute”), the party raising the Dispute must notify the other party in writing (“Dispute Notice”) and propose a time for the appropriate leaders from each party to attempt to resolve the Dispute. If the parties have not resolved the dispute within sixty (60) days of delivery of the Dispute Notice, either party may seek to resolve the dispute through arbitration. However, either party may initiate a claim before the expiration of such sixty (60) day period if the claim relates to intellectual property or to preserve either party’s rights under applicable statutes of limitations.
11.2 - Arbitration. If the Dispute cannot be resolved informally, the parties agree to submit to binding arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association using online, virtual hearings. The arbitration award shall be final, and binding and it may be confirmed and enforced in any court of competent jurisdiction.
11.3 - Injunctive Relief. Notwithstanding the foregoing, in the event of any unauthorized access to or use of the Services or content in violation of these Terms, Customer agrees Syandus is entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
12.1 - Relationship of the Parties. Nothing in these Terms shall be construed to create a partnership, joint venture, or employment relationship between the parties. Each party is an independent contractor.
12.2 - Notices. All notices, demands, waivers, and other communications under these Terms (each, a "Notice") must be in writing.
Notice to Syandus. All notices to Syandus must be in writing and in English, and will be deemed effective only when sent via a documented overnight delivery service or certified mail. All legal Notices shall be sent to the following address and to notices [at] syandus [.] com:
Syandus, Inc.
600 Eagleview Blvd, Ste 300
Exton, PA 19341-1224
Notice to Customers. To the extent permitted under applicable law, Syandus may notify Customer by email, postal mail, postings within the Services, or other legally means. Notices of updates to the Services, terms of use, privacy terms, or other terms related to Syandus, or the Services may be delivered by Syandus posting such updates on its website or through in-product messages. Unless otherwise noted therein, all changes are effective immediately and apply to all access and use of the Services thereafter. Customer’s continued use of the Services constitutes acceptance to the updates, including the amended or updated Terms of Service.
12.3 - Entire Agreement. These Terms, including the DPA (and SLA for Enterprise Services) constitute the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and representations, whether oral or written. Syandus may update these Terms at any time, to be effective 30 days after the updates are posted by Syandus or Customer otherwise receives Notice, except that updates made in response to changes to law or regulation take effect immediately upon posting or Notice. Changes will not apply retroactively.
12.4 - Amendments. For enterprise customers, specific terms and conditions may be amended or supplemented by a written addendum signed by both parties (“Addendum”). Such Addendums shall be deemed to be part of these Terms and shall supersede any conflicting terms in these Terms. The process for creating an Addendum shall involve mutual agreement in writing using the template in Appendix A, and the Addendum shall be effective upon being signed by authorized representatives of both parties.
12.5 - Non-Waiver. Failure to exercise or delay in exercising any rights or remedies arising from these Terms does not and will not be construed as a waiver; and no single or partial exercise of any right or remedy will preclude future exercise of such right or remedy.
12.6 - Assignment. Neither party may assign or transfer any of its rights or obligations under these Terms without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of all or substantially all of its assets. No permitted assignment or delegation will relieve the contracting party or assignees of their obligations under these Terms. These Terms will bind and inure to the benefit of the parties and their respective permitted successors and assigns.
12.7 - Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable. Upon such determination that any term or other provision is invalid or unenforceable, the parties will negotiate in good faith to modify these Terms to reflect the parties’ original intent as closely as possible.
12.8 - Interpretation. The English version of these Terms will be used when interpreting these Terms. The headings and captions of the sections and paragraphs of these Terms shall be for convenience only. The phrases “including” or “or” are not limiting.
12.9 - Governing Law. These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws rules.
12.10 - Export and Sanctions. Customer may not export or provide access to the Services to persons or entities or into countries or for uses where it is prohibited under U.S. or other applicable international law. Without limiting the foregoing sentence, this restriction applies (a) to countries where export from the U.S. or into such country would be prohibited or illegal without first obtaining the appropriate license, and (b) to persons, entities, or countries covered by U.S. sanctions.
12.11 - Force Majeure. Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under these Terms due to any cause beyond its reasonable control, including but not limited to acts of war, terrorism, acts of God, strikes, governmental action, or complete or partial failure of the Internet, provided that the delayed party (a) gives the other party prompt notice of such cause; and (b) uses its reasonable commercial efforts to correct such failure or delay in performance promptly.
This template is to be used to create a separate addendum agreement documenting any changes to these Terms by Enterprise Customers.
Syandus Terms of Service Addendum for AliveSim Studio and Platform
This Terms of Service Addendum ("Addendum") is made and entered into as of [Effective Date], by and between Syandus, Inc. ("Syandus") and [Customer Name] ("Customer").
Background
Syandus and Customer entered into the Terms of Service for AliveSim Studio and Platform in effect as of [Effective Date] (the "Terms"). The parties wish to amend the Terms on the terms and conditions set forth in this Addendum.
Amendments
The Terms are amended as follows:
a.
b.
Superseding Terms. In the event of any conflict between the amendments in this Addendum and the Terms, the terms of this Addendum shall control.
No Other Change. Except as otherwise expressly provided in this Addendum, all the Terms remain unchanged and in full force and effect.
Miscellaneous Terms. Capitalized terms not otherwise defined in this Addendum will have the meanings ascribed to them in the Terms. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Addendum.
Governing Law. Subject to the Terms, this Addendum shall be governed by and construed in accordance with the laws of Commonwealth of Pennsylvania, without regard to its conflict of law rules.
The parties have signed below:
______________________________
Syandus, Inc.
By: __________________________
Title: _______________________
Date: ________________________
______________________________
[Customer Name]
By: __________________________
Title: _______________________
Date: ________________________
Syandus: Transform your challenging situations into interactive scenarios where learners and multiple avatars engage in structured practice to make decisions the way top performers do. Our AI-enhanced platform (AliveSim) creates natural conversations and decision points through game technology and proven learning design, consistently delivering measurable performance improvements for leading organizations. Trusted by healthcare and enterprise customers, and accessible anywhere.
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