What we provide, and how.
1.1 Services. We provide revenue-partnership services — including campaign design, build, deployment, consulting, and related support, in each case AI-assisted where appropriate — as described on our site or in an SOW (the "Services").
1.2 Order Documents. Scope, deliverables, timelines, and fees may be defined in SOWs or order forms referencing these Terms. Conflicts are resolved by the order of precedence in Section 15.
1.3 Third-Party Platforms. Services may interoperate with third-party platforms / APIs / models (e.g., LLMs, CRMs). We are not responsible for third-party terms, availability, data handling, or changes. Your use of third-party services is governed by their terms.
Your side of the contract.
2.1 Eligibility & Registration. You must be at least 18. Provide accurate information and safeguard credentials.
2.2 Client Materials & Access. You will provide timely access to information, systems, and personnel required to perform the Services, including any credentials or API keys you elect to provide. You represent you have all rights and consents necessary to provide Client Materials (data, content, logos, instructions) and enable the requested automations.
2.3 Prohibited Data. Do not provide special-category / sensitive data (e.g., health, biometric, precise geolocation, government IDs, financial account numbers) absent a mutually executed DPA expressly permitting it.
2.4 Acceptable Use. You will not: (a) misuse or disrupt the Services; (b) introduce malware or bypass security; (c) reverse engineer except as permitted by law; (d) use Services to infringe, defame, or violate law; (e) use outputs to train models that compete with us; (f) input content you lack rights to use.
You ship it. You own it.
3.1 Nature of AI. AI outputs may be inaccurate, incomplete, or biased. You are responsible for reviewing outputs and determining fitness for your use.
3.2 Regulated Uses. The Services are not for life-critical, medical, legal, or other regulated uses unless expressly agreed in a signed SOW and compliant DPA / quality plan.
3.3 Model Training. Unless you opt in in a signed agreement, we do not permit third-party model providers to train on your Client Materials or outputs processed through your projects.
How the money moves.
4.1 Fees. You will pay fees stated in the applicable order document or price schedule. Fees exclude taxes; you are responsible for taxes other than our income taxes.
4.2 Invoicing & Late Fees. Invoices are due as stated (default net 15). Overdue amounts may accrue interest at 1.5% / month (or the lawful maximum) plus reasonable collection costs.
4.3 Refunds & Changes. Except as expressly stated or required by law, fees are non-refundable. Usage-based or pass-through fees may vary with provider changes.
Who owns what.
5.1 Our IP. We and our licensors own the Services, software, models, templates, and methods ("Zenith IP"). No rights are granted except as expressly stated.
5.2 Client Materials. You own Client Materials. You grant us a non-exclusive, worldwide, royalty-free license to use them solely to provide and support the Services, comply with law, and prevent abuse / security incidents.
5.3 Deliverables. Unless an SOW states otherwise, upon full payment we assign to you all right, title, and interest in custom deliverables specifically created for you (excluding Zenith IP and pre-existing tools). We grant you a non-exclusive, perpetual license to use embedded Zenith IP solely as incorporated in those deliverables for your internal business purposes.
5.4 Feedback. You grant us a perpetual, irrevocable, royalty-free license to use feedback to improve the Services.
What stays between us.
Each party will protect the other's non-public information with at least reasonable care and use it only to perform under these Terms or an order document. Signed NDAs, if any, control over this section in case of conflict.
How the data is handled.
7.1 Privacy. Our processing of personal information is described in the WarmSignal Privacy Policy, incorporated by reference.
7.2 DPA. If personal data processing on your behalf requires a data processing agreement, the parties will execute a mutually agreed DPA.
7.3 Security. We implement administrative, technical, and physical safeguards designed to protect Client Materials. You are responsible for your systems and credentials.
7.4 GDPR / UK GDPR / Swiss FADP. Where we process personal data of individuals in the EU, UK, EEA, or Switzerland, we do so on the legal bases of (a) performance of a contract, (b) legitimate interests in operating and securing the Services, or (c) consent where required. You and your end users have the rights of access, rectification, erasure, restriction, portability, and objection, and the right to lodge a complaint with a supervisory authority. Cross-border transfers, where applicable, are governed by the Standard Contractual Clauses, the UK International Data Transfer Addendum, the Swiss FADP transfer mechanisms, or an equivalent mechanism documented in the DPA. Contact privacy@zenithsynapse.com to exercise rights.
7.5 U.S. state consumer-privacy laws. Subject to the Privacy Policy, residents of California (CCPA / CPRA) and other U.S. states with comprehensive consumer-privacy laws have the rights to know, access, correct, delete, port, opt out of sale / sharing / targeted advertising and certain profiling, limit use of sensitive personal information, and appeal denials, in each case to the extent the applicable state law applies. We do not sell personal information for monetary consideration. To submit a request or appeal, email privacy@zenithsynapse.com; we will verify your identity before responding.
7.6 Cookies. Use of warmsignal.com is also governed by the cookie practices described in the Privacy Policy.
What we promise. What we don't.
8.1 Authority. Each party represents it has authority to enter these Terms.
8.2 Services Warranty. We will provide Services in a professional and workmanlike manner consistent with industry standards.
8.3 Disclaimer.
Who defends whom.
9.1 By Zenith Synapse. We will defend and indemnify you against third-party claims alleging that our unmodified Services (excluding Client Materials, your configurations, third-party platforms) directly infringe U.S. IP rights or misappropriate trade secrets, and pay damages and reasonable attorneys' fees finally awarded, if you promptly notify us, grant us sole control, and cooperate. We may: (a) procure rights; (b) modify / replace; or (c) terminate affected Services with a refund of prepaid, unused fees.
9.2 By Client. You will defend and indemnify us from third-party claims arising from (a) Client Materials or your use of the Services in violation of law or these Terms; (b) your configurations or instructions; or (c) your third-party integrations, subject to similar notice / control / cooperation.
The cap.
How it starts. How it ends.
11.1 Term. These Terms apply from your first use and continue until terminated per this Section or an order document.
11.2 Termination by You. You may stop using the Services at any time. Where an SOW is in effect, termination is governed by the SOW; absent an SOW, you may terminate by emailing privacy@zenithsynapse.com.
11.3 Suspension. We may suspend access for security reasons, suspected fraud, non-payment, or violations.
11.4 Termination for Cause. Either party may terminate with 30 days' written notice if the other materially breaches and fails to cure.
11.5 Effect & Data Handling. Upon termination, you must pay all amounts due and cease use of any access credentials. We will, on written request made within 30 days of termination, return or delete Client Materials in our possession, except where retention is required by law or our reasonable backup / audit policies. Sections intended to survive (e.g., 5–10, 11.5, 12–13, 16) will survive.
Compliance baseline.
You are not located in an embargoed country or a denied party list and will comply with export controls, sanctions, and anti-corruption laws in using the Services.
If something goes sideways.
13.1 Informal Resolution. Parties will attempt to resolve disputes in good faith within 30 days after written notice.
13.2 Arbitration. Except for (i) claims seeking injunctive relief or IP enforcement, and (ii) claims that qualify for and are brought in small claims court, disputes will be finally resolved by binding arbitration administered by the AAA under its Commercial Rules. Seat: Sheridan County, Wyoming. Language: English. Either party may seek provisional relief in court pending arbitration.
13.3 Class Action Waiver. YOU AND ZENITH SYNAPSE AGREE THAT ANY DISPUTE WILL BE BROUGHT IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. If this waiver is held unenforceable as to any claim, that claim must proceed in court (not arbitration).
13.4 Arbitration Opt-Out. You may opt out of Sections 13.2 and 13.3 by sending written notice to privacy@zenithsynapse.com within 30 days of first accepting these Terms, stating your name, account / company name, and intent to opt out. A timely opt-out does not affect any other provision.
13.5 Governing Law / Venue. Wyoming law governs, without regard to conflicts rules. Subject to arbitration, exclusive venue for permitted court actions is state / federal courts in Wyoming, and parties consent to jurisdiction there.
Acts outside our hands.
Neither party is liable for delays / failures caused by events beyond reasonable control (e.g., natural disasters, war, labor disputes, internet / utility failures, third-party platform changes). Parties will use reasonable efforts to mitigate.
When we revise.
We may update these Terms from time to time. We will post the revised version at this URL and update the "Last updated" date above. For material changes, we will provide at least 30 days' notice by email to your account email of record or by prominent notice on the site before the change takes effect. Continued use of the Services after the effective date of a revision constitutes acceptance. If you do not agree, your sole remedy is to stop using the Services and terminate per Section 11.
The fine print.
- Entire Agreement. These Terms, the Privacy Policy, and any order documents are the entire agreement.
- Order of Precedence. (1) Signed DPA or SOW; (2) these Terms; (3) Privacy Policy.
- Independent Contractors. The parties are independent contractors. Nothing in these Terms creates an agency, partnership, joint venture, franchise, or employment relationship, despite the use of the word "partnership" in our marketing.
- Electronic Communications. You consent to receive communications from us electronically (email, in-product, and at the site), and you agree that electronic notices, agreements, and signatures satisfy any legal requirement that such communications be in writing.
- Assignment. Neither party may assign without consent, except to an affiliate or in a merger / acquisition or sale of substantially all assets with notice.
- Subcontractors. We may use subcontractors and remain responsible for their performance.
- Notices. Legal notices to Zenith Synapse: address below and privacy@zenithsynapse.com (copy by mail). Notices to you may be sent to your account email or stated legal address.
- Severability & Waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary; the remainder remains in effect. Failure to enforce is not a waiver.
- Headings. Section headings are for convenience only and do not affect interpretation.
- Publicity. We may use your name / logo as a customer reference unless you opt out in writing.
Sheridan, WY 82801 · USA
privacy@zenithsynapse.com