Terms of Service

These Terms of Service (“Terms”) constitute a binding agreement between FOCAL STUDIO CORPORATION, a Delaware corporation, doing business as “Zenyt” (“Zenyt,” “we,” “our,” or “us”) and the legal entity or person that registers an account or otherwise accesses the Zenyt.ai platform (“Customer,” “you” or “your”). By creating an account, executing an order form, clicking an “I Accept” button, or otherwise using the Services (as defined below) you agree to be bound by these Terms and our Privacy Policy. If you do not agree, you may not use the Services.

1 Definitions

“Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where “control” means direct or indirect ownership of more than 50% of the voting interests.

“Customer Content” means any data, files, images, trademarks, product information, or other materials that you import, upload or otherwise make available to the Services.

“Deliverables” means any reports, analysis, dashboards, recommendations, metrics, AI-generated insights or other outputs produced by the Services from Customer Content.

“Documentation” means the then-current user guides, knowledge-base articles and API specifications made available by Zenyt.

“Order Form” means an ordering document or online subscription page referencing these Terms and specifying the applicable Plan, Fees and Term.

“Plans” means the subscription tiers currently marketed as Core and Premium, or any successor tiers identified in an Order Form.

“Services” collectively refers to:

• (a) the hosted Platform Services (web interface and APIs);
• (b) the Automated Analysis Services (standard AI audit modules);
• (c) optional Tailored AI Analysis Services (custom models, data connectors);
• (d) Data Export Services (Excel/PDF/CSV/JSON downloads);
• (e) Guided Services & Support (where included in a Plan); and
• (f) any Beta / Early-Access Features that Zenyt elects to make available.

2 Account Registration & Eligibility

You must be at least 18 years old and have the authority to bind the Customer entity. You shall provide accurate, complete information during registration and maintain the security of your credentials. You are responsible for all activities occurring under your accounts.

3 Subscription Plans, Fees & Payment

3.1 Plans & Scope. Each Plan entitles you to the Services and usage limits described in the Order Form and Documentation.

3.2 Fees & Taxes. Fees are stated and payable in U.S. dollars, exclusive of taxes. You are responsible for all sales, use, VAT or similar taxes (other than taxes on Zenyt’s net income).

3.3 Billing & Invoices. Unless stated otherwise in the Order Form, (i) Core Plan fees are billed monthly in advance, (ii) Premium Plan fees are billed annually in advance, and (iii) payments are processed via Zenyt’s PCI-compliant payment processor (currently Stripe).

3.4 Late Payments. Overdue amounts may accrue interest at 1.5% per month (or the maximum rate allowed by law, if lower) and Zenyt may suspend the Services on thirty (30) days’ written notice if any undisputed invoice remains unpaid.

4 Intellectual Property & Licenses

4.1 Zenyt IP. Zenyt (and, where applicable, its licensors) owns and retains all right, title and interest in and to: (a) the Services, Documentation, underlying software, user interface, algorithms, AI models, and training data; (b) all Deliverables except Customer Content contained therein; and (c) all derivative works, modifications and enhancements to the foregoing (collectively, “Zenyt IP”). The Zenyt IP is protected by U.S. and international copyright, trade-secret and other intellectual-property laws.

4.2 Subscription License. Subject to payment of Fees and compliance with these Terms, Zenyt grants Customer a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to (i) access and use the Services solely for Customer’s internal business purposes, and (ii) download, view and internally use Deliverables.

4.3 Restrictions. Customer shall not (and shall not allow any third party to): (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying algorithms of the Services (except to the limited extent such activity is expressly permitted by applicable law notwithstanding this limitation); (b) copy, modify or create derivative works based on the Services; (c) resell, lease, lend, provide service-bureau or time-share access to the Services; (d) remove Zenyt trademarks or proprietary notices; or (e) use the Services to develop a competing product or service.

4.4 Customer Content License. Customer retains all right, title and interest in Customer Content. Customer grants Zenyt and its Affiliates a worldwide, non-exclusive, royalty-free license to host, copy, process and use Customer Content solely to provide the Services. Zenyt does not use Customer Content or Deliverables to train, retrain or fine-tune any artificial intelligence model, whether Zenyt’s own or a third-party provider’s; foundation models are accessed through AWS Bedrock on a zero-data-retention basis. Zenyt may use only de-identified, aggregated operational signals, such as aggregate accept and dismiss rates, to maintain and improve the Services; these never include Customer Content and never identify Customer, and Customer may opt out by written notice to support@zenyt.ai. Customer represents that it has obtained all rights necessary to grant this license.

4.5 Feedback. Customer may choose to provide ideas, suggestions or feedback (“Feedback”). Zenyt may freely use, disclose, and otherwise exploit such Feedback without restriction or compensation, provided that Zenyt will not identify Customer as the source of the Feedback without Customer’s consent.

5 Confidentiality

Each party (“Recipient”) may receive non-public business, technical or financial information (“Confidential Information”) from the other (“Discloser”). Recipient shall: (i) use Discloser’s Confidential Information only to perform its obligations or exercise its rights under these Terms; (ii) protect it with at least reasonable care; and (iii) not disclose it to any third party except its employees, contractors and professional advisers who have a need to know and are bound by confidentiality obligations no less protective.

Information is not Confidential Information if it: (a) is or becomes publicly available without breach; (b) was known to Recipient prior to disclosure; (c) is received from a third-party without duty of confidentiality; or (d) is independently developed without use of the Confidential Information.

Recipient may disclose Confidential Information to the extent required by law or court order, provided Recipient gives Discloser reasonable advance notice (unless legally prohibited) and reasonable assistance to seek confidential treatment.

6 Security & Data Protection

Zenyt employs industry-standard administrative, physical and technical safeguards designed to protect Customer Content against accidental or unlawful destruction, loss, or unauthorized access. Zenyt’s security overview is available upon request and may be updated periodically. The only personal data Zenyt processes is business-user account information, such as name, business email and job title. Zenyt does not access, collect or process end-consumer personal data. Personal data is handled as described in our Privacy Policy.

7 Third-Party Integrations & Data Export

At this time the Services do not provide direct write-back integrations to third-party platforms. Customer may download Deliverables as Excel, PDF, CSV or JSON files and assumes sole responsibility for importing them into third-party tools or systems. Zenyt disclaims all liability arising from Customer’s use of any third-party products or services.

8 Beta / Early-Access Features

From time to time Zenyt may invite Customer to test prototype or beta features. Such features are provided “AS IS”, may be modified or discontinued at Zenyt’s sole discretion, and are excluded from any SLA, warranty or indemnity.

9 Compliance & Prohibited Uses

Customer will comply with all applicable laws (including export controls and sanctions) and will not: (a) use the Services to transmit or store infringing, obscene, harassing or otherwise unlawful content; (b) attempt to probe, scan or test the vulnerability of any Zenyt system; (c) interfere with or disrupt the integrity or performance of the Services; (d) submit for review any domain or URL that Customer does not own or is not authorized to have reviewed; or (e) use the Services in a manner that would route end-consumer personal data, protected health information, or payment card data to Zenyt.

10 Disclaimers

THE SERVICES, DOCUMENTATION AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ERROR-FREE OR UNINTERRUPTED OPERATION. ZENYT DOES NOT WARRANT THAT THE SERVICES WILL DETECT EVERY ISSUE, INCREASE CUSTOMER’S REVENUE, OR MEET CUSTOMER’S SPECIFIC BUSINESS REQUIREMENTS.

11 Indemnification

11.1 By Zenyt. Zenyt will defend Customer against any third-party claim that the Services, as provided by Zenyt and used in accordance with these Terms, infringe a U.S. patent, copyright, or trademark, and will pay any damages finally awarded (or settlement amounts approved by Zenyt). If the Services are held to infringe, Zenyt may, at its option: (a) procure the right for Customer to continue using the Services; (b) replace or modify the Services so they are non-infringing; or (c) terminate the affected Services and refund pro-rated unused Fees. Zenyt’s obligations do not apply to claims arising from (i) Customer Content, (ii) combination with third-party products, (iii) use of Beta features, or (iv) continued use after Zenyt’s notice of cessation.

11.2 By Customer. Customer will defend Zenyt against any third-party claim arising from Customer Content or Customer’s breach of Sections 4.3 or 9, and will pay any damages, costs or expenses (including reasonable attorneys’ fees) arising from such claim.

11.3 Procedure. The indemnified party must: (i) give prompt written notice of the claim; (ii) grant sole control of the defence and settlement to the indemnifying party; and (iii) provide reasonable cooperation at the indemnifying party’s expense.

12 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, BUSINESS INTERRUPTION OR LOSS OF DATA), EVEN IF ADVISED OF THE POSSIBILITY; and

(b) EACH PARTY’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO ZENYT UNDER THE ORDER FORM GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY.

The foregoing limitations shall not apply to (i) a party’s indemnification obligations; (ii) customer’s payment obligations; or (iii) liability that cannot be excluded or limited by law.

13 Term & Termination

13.1 Term. These Terms commence on the Effective Date and continue for as long as an Order Form remains in effect or Customer accesses the Services.

13.2 Termination for Cause. Either party may terminate (i) upon thirty (30) days’ written notice if the other party materially breaches these Terms and fails to cure within such period, or (ii) immediately if the other party becomes insolvent, enters bankruptcy, or assigns assets for the benefit of creditors.

13.3 Effect of Termination. Upon termination or expiration: (a) all licenses granted to Customer terminate; (b) Customer will cease all use of the Services; (c) each party will, upon request, return or destroy the other’s Confidential Information; and (d) Customer will pay any outstanding undisputed Fees. Zenyt will make Customer Content and Deliverables available for secure download for thirty (30) days after the effective termination date, after which Zenyt may delete such data.

14 Modifications to the Services or Terms

Zenyt may modify the Services or these Terms from time to time. Material changes to the Terms will become effective upon the start of Customer’s next Renewal Term or, if Customer continues to use the Services thirty (30) days after notice of the change, upon that continued use.

15 Governing Law; Venue; Jury Waiver

These Terms are governed by the laws of the State of New York, United States, without regard to conflict of law principles. Any dispute shall be resolved exclusively in the state or federal courts located in New York County, New York, and each party consents to that jurisdiction and venue. Each party waives the right to a jury trial in any such proceeding.

16 Miscellaneous

Assignment. Neither party may assign these Terms without the other party’s prior written consent, except to an Affiliate or in connection with a merger, acquisition or sale of substantially all assets, and provided the assignee assumes all obligations.

Force Majeure. Neither party is liable for failure to perform due to events beyond reasonable control, including natural disasters, war, cyber-attacks, labor disputes or government actions.

Publicity. Zenyt may include Customer’s name and logo in its published customer lists unless Customer opts out in writing.

Entire Agreement. These Terms, Order Forms and any referenced addenda constitute the entire agreement and supersede all prior agreements.

Severability & Waiver. If any provision is unenforceable, the remaining provisions will remain in effect. Failure to enforce any right is not a waiver.

Notices. Legal notices must be in writing and deemed given when sent by certified mail (return receipt) or by reputable courier to:

Zenyt (Focal Studio Corporation)
1209 Orange Street, Wilmington, DE 19801, USA
Attn: Legal
Email: support@zenyt.ai

Notices to Customer will be sent to the address on the Order Form or account.

Contact

If you have questions about these Terms or the Services, please contact support@zenyt.ai.