Terms of Service

By accessing or using the Platform, you agree to be bound by these Terms of Service ("Terms") and all documents incorporated by reference. If you are accessing the Platform on behalf of a Customer, you represent that you have authority to bind the Customer to these Terms. If you do not agree to these Terms, you must not access or use the Platform.

The idealAi platform provides AI-powered coaching, organizational fitness assessment, culture analytics, team performance tools, and related features (collectively, the "Platform"). The Platform is operated by SSYP Solutions LLC ("SSYP") pursuant to an exclusive commercial license from TheidealAi, LLC ("IdealAi LLC"). The Platform is a professional productivity and development tool. It is not a medical device, mental health treatment, crisis intervention service, or substitute for human clinical judgment.

You must be at least 18 years of age to use the Platform. By using the Platform, you represent and warrant that you meet this age requirement and that you are authorized to use the Platform by the Customer to which you are affiliated. The Platform is intended for enterprise and professional use only.

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to: (a) provide accurate and complete registration information; (b) update your information as necessary to keep it accurate; (c) notify us immediately of any unauthorized access to or use of your account; and (d) not share your credentials with any third party. SSYP is not responsible for any loss or damage arising from your failure to comply with these obligations.

You agree not to use the Platform to: (a) violate any applicable law or regulation; (b) infringe or misappropriate the intellectual property or other rights of any third party; (c) upload or transmit content that is unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable; (d) impersonate any person or entity or misrepresent your affiliation with any person or entity; (e) attempt to gain unauthorized access to the Platform, its related systems, or networks; (f) interfere with or disrupt the integrity or performance of the Platform; (g) use the Platform to develop competing products or services; (h) use automated means to scrape, crawl, or extract data from the Platform without authorization; or (i) use the Platform in any manner that could damage, disable, overburden, or impair the Platform.

Violations of this Acceptable Use Policy may result in immediate suspension or termination of your access to the Platform.

Our Privacy Policy, available at /privacy, describes how we collect, use, and share information about you when you use the Platform. By using the Platform, you agree to the collection and use of information in accordance with our Privacy Policy. Our Privacy Policy is incorporated into these Terms by reference.

7.1 Subscription Terms: Access to the Platform is provided on a subscription basis as specified in the applicable Order Form or, for self-service subscriptions, as displayed at the time of purchase.

7.2 Fees: Customer agrees to pay all fees specified in the applicable Order Form. Fees are non-refundable except as expressly provided in these Terms or the applicable Order Form.

7.3 Payment: Fees are due and payable as specified in the applicable Order Form. SSYP reserves the right to suspend or terminate access to the Platform for failure to pay undisputed amounts when due, following reasonable notice.

7.4 Taxes: Customer is responsible for all applicable taxes, levies, or duties imposed by taxing authorities, excluding taxes based on SSYP's net income.

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose the other party's Confidential Information to any third party without prior written consent; and (c) use the other party's Confidential Information only as necessary to exercise rights or perform obligations under the Agreement. "Confidential Information" means any information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

SSYP implements and maintains technical and organizational measures designed to protect Customer Personal Data against unauthorized access, disclosure, alteration, or destruction. These measures are described in more detail in the applicable Data Processing Addendum. SSYP will notify Customer of any Personal Data Breach affecting Customer Personal Data in accordance with the applicable DPA and applicable law.

SSYP will use commercially reasonable efforts to make the Platform available in accordance with the service levels specified in the applicable Order Form or, where no Order Form exists, in accordance with SSYP's standard service level commitments. Scheduled maintenance will be communicated in advance where reasonably practicable. SSYP provides customer support in accordance with the support tier specified in the applicable Order Form.

AI OUTPUT IS GENERATED BY MACHINE LEARNING MODELS AND MAY BE INACCURATE, INCOMPLETE, BIASED, OUT OF DATE, OR OTHERWISE UNRELIABLE. YOU AND THE CUSTOMER ARE SOLELY RESPONSIBLE FOR EVALUATING THE ACCURACY, COMPLETENESS, AND APPROPRIATENESS OF AI OUTPUT AND FOR ANY DECISIONS OR ACTIONS YOU TAKE IN RELIANCE ON IT.

AI Output is informational and advisory in nature; it is not a substitute for professional advice in any regulated field, including medical, psychiatric, therapeutic, legal, financial, or accounting services.

The Platform is not a medical device, mental health treatment, crisis intervention service, or substitute for human clinical judgment, and is not approved or cleared by the FDA or any equivalent regulatory authority.

AI Output should not be used as the sole or primary basis for any decision producing legal or significant effects on an individual, including employment, promotion, compensation, discipline, or termination.

AI Output may reflect biases present in training data. We provide tools and disclosures to support responsible use, but we cannot guarantee that AI Output will be free of bias.

12.1 Ownership: As between you and SSYP, you (or the Customer, as applicable) retain all right, title, and interest in and to all Customer Content and User Content.

12.2 License to SSYP: You grant SSYP a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, and otherwise use Customer Content solely to: (a) provide, maintain, secure, and improve the Platform for your benefit; (b) generate AI Output for your benefit; (c) comply with applicable law; and (d) enforce these Terms.

12.3 No Use for AI Training: We do not use Customer Content, User Content, prompts, or AI Output to train, fine-tune, or otherwise improve the AI models that power the Platform, and we do not authorize our AI model providers to do so.

12.4 Customer Responsibilities: You represent and warrant that: (a) you have all rights necessary to grant the licenses above; (b) Customer Content does not violate applicable law or these Terms; and (c) you have obtained any consents required from data subjects for the processing of Personal Data contained in Customer Content.

The Platform, including all software, code, models, content, documentation, designs, and other materials, is the property of IdealAi LLC and its licensors and is protected by intellectual property and other applicable laws. Except for the limited rights expressly granted in the EULA, no rights are granted to you by implication, estoppel, or otherwise. All rights not expressly granted are reserved to IdealAi LLC.

14.1 Order of Precedence: In the event of a conflict between these Terms and any other document forming part of the Agreement, the documents will control in the following order: (a) the Data Processing Addendum; (b) any signed Master Services Agreement; (c) any signed Order Form; (d) these Terms; (e) the AI Use & Transparency Policy; (f) the Privacy Policy; (g) the EULA; (h) the Documentation.

14.2 Procurement Documents: If Customer's procurement system requires the inclusion of additional terms, those terms are expressly rejected and of no force or effect unless countersigned by an authorized officer of SSYP.

14.3 Early Termination Charges: Enterprise subscriptions are based on a Customer commitment for a defined Subscription Term. If Customer terminates an enterprise subscription prior to the end of the Subscription Term other than for SSYP's uncured material breach, Customer shall pay an early-termination charge equal to: (a) 100% of the fees that would have been payable for the remainder of the Subscription Term, plus (b) any unpaid onboarding or professional services fees, plus (c) any third-party costs that SSYP incurred in reliance on the Subscription Term and that cannot reasonably be mitigated.

EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE PLATFORM, AI OUTPUT, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SSYP AND ITS AFFILIATES AND LICENSORS (INCLUDING IDEALAI LLC) DISCLAIM ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, SYSTEM INTEGRATION, AND UNINTERRUPTED ACCESS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SSYP, IDEALAI LLC, OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOST GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF DATA. THE TOTAL CUMULATIVE LIABILITY OF SSYP, IDEALAI LLC, AND THEIR RESPECTIVE AFFILIATES FOR ALL CLAIMS WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY CUSTOMER TO SSYP DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

17.1 By Customer: Customer will defend, indemnify, and hold harmless SSYP, IdealAi LLC, and their respective Affiliates from and against any third-party claim arising out of or relating to: (a) Customer Content; (b) Customer's or any User's breach of these Terms or the Acceptable Use Policy; (c) Customer's use of AI Output in violation of these Terms or in a manner producing legal or significant effects on individuals without appropriate human review; or (d) Customer's violation of applicable law.

17.2 By SSYP: SSYP will defend Customer from and against any third-party claim that the Platform, when used by Customer in accordance with the Agreement, infringes a U.S. patent, copyright, or trademark of such third party.

17.3 Indemnification Procedure: The indemnified party will promptly notify the indemnifying party of the claim, provide reasonable cooperation, and tender sole control of the defense and settlement to the indemnifying party.

18.1 Term: The Agreement begins on the Effective Date and continues until terminated as provided herein or in the applicable Order Form.

18.2 Termination for Material Breach: Either party may terminate the Agreement for the other party's material breach if such breach remains uncured thirty (30) days after written notice.

18.3 Suspension and Termination for Cause: SSYP may suspend or terminate access immediately if SSYP reasonably determines that Customer or any User has violated these Terms, the Acceptable Use Policy, or applicable law; continued access poses a security risk; Customer is in default of payment obligations; or suspension is required by law.

18.4 Effect of Termination: Upon termination: (a) Customer's right to access the Platform ceases; (b) Customer remains liable for all fees accrued through the effective date of termination; (c) data return and deletion are handled in accordance with the Privacy Policy and applicable DPA.

The Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement.

20.1 Informal Resolution: Before initiating any formal dispute resolution proceeding, the parties agree to attempt in good faith to resolve any dispute through informal discussion for a period of thirty (30) days.

20.2 Binding Arbitration: Except as set forth in Section 20.4, any dispute arising out of or relating to the Agreement will be resolved through binding arbitration administered by the American Arbitration Association ("AAA") in accordance with the AAA's Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator with substantial experience in technology or commercial disputes, held in Wilmington, Delaware, or by mutual agreement via video conference.

20.3 Arbitration Costs: Each party will bear its own costs in the arbitration, except that the arbitrator may award costs and attorneys' fees to the prevailing party to the extent permitted by applicable law.

20.4 Exceptions: Either party may bring an action in court to: (a) obtain injunctive or equitable relief to protect intellectual property or confidential information; (b) collect unpaid fees; or (c) where required by applicable law that cannot be waived.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EXPRESSLY AGREE THAT: (A) ANY DISPUTE WILL BE BROUGHT SOLELY IN EACH PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION; (B) THE PARTIES MAY NOT BRING CLAIMS AS A PRIVATE ATTORNEY GENERAL; AND (C) THE PARTIES WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT, THE PLATFORM, OR AI OUTPUT.

We may modify these Terms from time to time. The modified Terms will be effective upon posting on the Platform or upon notice to you (if material), whichever is later. Your continued use of the Platform following the effective date of the modified Terms constitutes acceptance of the modified Terms.

23.1 Severability: If any provision of the Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect.

23.2 Force Majeure: Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control.

23.3 Assignment: Customer may not assign or transfer the Agreement without SSYP's prior written consent. SSYP may assign or transfer the Agreement without consent in connection with a corporate transaction.

23.4 Notices: Notices to SSYP must be sent to [email protected] or to SSYP Solutions LLC, 420 Lexington Avenue, Suite 1402, POB 1046, New York, NY 10170.

23.5 Entire Agreement: The Agreement constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior or contemporaneous agreements, communications, and understandings.