Alyvon
Legal

Terms of Service

Effective date: August 2, 2026

Plain-language summary. This box is a convenience only and is not part of the agreement. If it conflicts with anything below, the sections below control.

You direct AI agents to do work. They produce files. You own those files. You are responsible for checking them before you use them, and you are responsible for anything the agents do inside accounts you connect. We bill per completed task against a monthly allowance. AI output can be wrong, so do not treat it as reviewed professional work.

These Terms of Service (the “Terms”) govern access to and use of the Alyvon platform, the Alyvon Marketing Hub, the Alyvon Analytics product line, and any associated applications, APIs, integrations, and websites (together, the “Services”). The Services are provided by Skyyr Digital LLC, a Florida limited liability company doing business as Alyvon (“Alyvon,” “we,” “us,” “our”). “Alyvon” is a trade name of Skyyr Digital LLC.

These Terms form a binding contract between Alyvon and the organization or individual accessing the Services (“Customer,” “you,” “your”). They incorporate by reference the Acceptable Use Policy, the Privacy Policy, and any order form, plan page, or supplemental terms we present to you.

By creating an account, accessing the Services, or paying an invoice, you accept these Terms. If you accept on behalf of an organization, you represent that you are authorized to bind that organization, and “you” means that organization.

The Services are offered for business use. They are not directed to consumers, children, or personal household use.

1. Who we are and what the Services do

Alyvon is a platform for directing teams of AI agents. You submit a brief. A department Director agent, working with specialist sub-agents, plans and executes the work in an isolated execution environment and returns a finished deliverable, which may be a document, spreadsheet, presentation, PDF, image, web page, source code file, or project archive.

Depending on your plan and configuration, the Services may also:

  • Run work automatically on a schedule or in response to an external event (“Routines”).
  • Execute code and shell commands inside an isolated sandbox environment on your behalf.
  • Read from and write to third-party applications you connect to your account.
  • Retain organizational context, brand guidelines, and prior work to inform future output.

Alyvon builds on large language models and other AI systems supplied by third parties. We are not the developer of those underlying models.

2. Definitions

Account. Your registered organizational workspace on the Services, including all users provisioned under it.

Agent. A configured AI worker on the Services, including Directors, specialists, and the Chief of Staff orchestrator.

Task. A single brief you submit for execution. A Root Task is the top-level brief, distinct from any internal steps, sub-tasks, department hand-offs, or model calls the platform performs to complete it.

Run. One execution attempt by an Agent against a Task or sub-task.

Deliverable. A completed file or set of files returned to your Library against a Root Task.

Inputs. Anything you or your users submit to the Services, including briefs, attachments, brand guidelines, organizational context, prompts, configuration, and data retrieved from Connected Services at your direction.

Outputs. Anything the Services generate in response to Inputs, including Deliverables, drafts, summaries, code, and intermediate work product.

Actions. Operations the Services perform outside the generation of text or files, including executing code, calling third-party APIs, reading or writing records in Connected Services, sending or scheduling communications, and modifying repositories or files.

Customer Materials. Inputs and Outputs, collectively.

Connected Service. Any third-party application, account, or system you authorize the Services to access, whether through OAuth, an API key, a webhook, or any other credential or connection mechanism.

Documentation. The published product documentation, plan pages, pricing page, and security page for the Services, as updated from time to time.

3. Accounts, users, and access

Eligibility. You must be at least 18 years old and legally capable of entering a contract. You must not be barred from receiving the Services under applicable law, sanctions, or export control regulations.

Account information. You agree to provide accurate, current, and complete registration and billing information and to keep it current. We may use your Account contact details to send you operational, legal, security, and billing notices, and those notices satisfy any requirement that notice be in writing.

Credentials. You are responsible for safeguarding login credentials, API keys, and tokens associated with your Account. You may not share credentials outside your organization or permit access by anyone who is not an authorized user under your plan. Notify us immediately at legal@alyvon.com if you learn of unauthorized access.

Users and seats. Your plan sets the number of authorized users. You are responsible for all activity under your Account, including activity by your users, contractors, and anyone using credentials issued under your Account, whether or not authorized by you.

Administrators. If your Account has one or more administrators, those administrators may configure, view, export, and delete Customer Materials across the Account, provision and remove users, connect and disconnect Connected Services, change plan and billing settings, and adjust approval and automation settings. If you access the Services using an email address on a domain controlled by an organization, we may associate your access with that organization’s Account and grant its administrators the rights above.

Suspension for security. We may suspend an Account or a specific user, integration, or Agent immediately where we reasonably believe it is necessary to prevent security compromise, abuse, unlawful activity, harm to third parties, or material harm to the Services or other customers. We will notify you as soon as reasonably practicable.

4. Plans, evaluation, and changes to the Services

Plans and entitlements. The Services are offered in tiers. Your tier determines your monthly Deliverable allowance, the number of departments and Agents available to you, seat count, Routine limits, retention periods, and support level, all as set out on the pricing page or your order form.

Free trial. New Accounts receive a free trial that ends on the earlier of 14 days from Account creation or 10 completed Root Tasks. No payment method is required to start the trial. During the trial, Routines are limited to one active Routine, and certain features may be restricted or unavailable. Trials are for evaluation of the Services by your organization and may not be used to deliver services to third parties, to benchmark against competing products for publication, or to build a competing product. Trials are limited to one per organization. We may modify, shorten, or end a trial at any time.

Beta and preview features. We may make features available that are labeled beta, preview, early access, design partner, or similar. Those features are provided for evaluation, may change or be withdrawn at any time, are excluded from any service commitment, and are provided without warranty of any kind. Use them at your own risk and do not use them in production workflows where failure would cause material harm.

Changes to the Services. The Services are new and will change. We may add, modify, or remove features, change model providers or model versions, change capacity or rate limits, and discontinue Services or parts of them. Where a change materially reduces core functionality of a paid tier, we will provide at least 30 days notice and, if you object, allow you to terminate and receive a pro rata refund of prepaid fees for the unused remainder of your term. Urgent changes required for security, legal compliance, abuse prevention, or provider availability may be made without advance notice.

5. Acceptable use

You will use the Services only in compliance with these Terms, the Documentation, and applicable law. You will not, and will not permit any user, Agent, Routine, or third party acting through your Account to:

  1. Violate any applicable law or regulation, including laws governing privacy, data protection, marketing communications, consumer protection, securities, employment, export control, and sanctions.
  2. Infringe, misappropriate, or violate the intellectual property, publicity, privacy, or other rights of any person.
  3. Generate, distribute, or facilitate content that is unlawful, defamatory, harassing, fraudulent, deceptive, sexually explicit involving minors, or that promotes violence or self-harm.
  4. Use the Services or any Output to develop, train, fine-tune, evaluate for training purposes, or improve any competing artificial intelligence model, agent platform, or orchestration product, or to resell or provide the Services as a substitute product to third parties except as expressly permitted in a written agreement with us.
  5. Decompile, reverse engineer, disassemble, or attempt to derive the source code, model weights, system prompts, agent configurations, or underlying architecture of the Services, except to the extent this restriction is unenforceable under applicable law.
  6. Scrape, crawl, or systematically extract data from the Services other than through documented interfaces and within published rate limits.
  7. Use the Services or any Agent to gain unauthorized access to any system, account, network, or data, to test or probe security without written authorization from the system owner, or to develop or distribute malware, exploits, or credential harvesting tools.
  8. Circumvent, disable, reconfigure to defeat, or instruct an Agent to bypass any approval gate, rate limit, quota, metering mechanism, content filter, or other technical control in the Services.
  9. Use automated means to inflate, evade, or misreport usage, or to obtain Services beyond your paid entitlement.
  10. Interfere with or disrupt the Services or their infrastructure, including by introducing malicious code, overloading systems, or launching denial of service attacks.
  11. Submit to the Services any protected health information, payment card data, government-issued identification numbers, biometric identifiers, children’s data, or other data subject to heightened regulatory requirements, unless we have agreed in writing in advance to receive that category of data.
  12. Represent that any Output was produced or reviewed by a licensed professional, or present Output as legal, medical, tax, accounting, investment, or other regulated professional advice.
  13. Use Outputs or Actions as the sole basis for a decision that produces a legal or similarly significant effect on an individual, including decisions about employment, credit, housing, insurance, education, or access to essential services, without meaningful human review by a qualified person.
  14. Use the Services in the operation of safety-critical systems, including medical devices, life support, emergency response, critical infrastructure control, or vehicle operation.

Outbound communications. If you use the Services to draft, schedule, or send email, SMS, direct messages, connection requests, or other outbound communications, you are solely responsible for compliance with all applicable communications law, including the CAN-SPAM Act, the Telephone Consumer Protection Act, CASL, the GDPR and ePrivacy rules, and the terms of any sending platform you connect. You are responsible for maintaining lawful basis or consent, accurate sender identification, a valid physical postal address, functioning unsubscribe and opt-out handling, and suppression list hygiene. Alyvon is not the sender of your communications and does not provide compliance review of them.

Underlying provider policies. Your use of the Services is additionally subject to the usage policies of the AI model providers powering the Services. We may pass through, and you agree to comply with, restrictions those providers impose. We may restrict or suspend functionality where required by a provider.

Enforcement. We may investigate suspected violations and may remove content, disable a Connected Service, restrict an Agent or Routine, suspend a user, or suspend or terminate the Account. Where practicable and lawful, we will notify you and give you an opportunity to cure.

6. Inputs, Outputs, Deliverables, and ownership

Your ownership of Inputs. As between you and Alyvon, you retain all right, title, and interest in Inputs. Nothing in these Terms transfers ownership of your data to us.

Your rights and warranties in Inputs. You represent and warrant that you hold all rights, licenses, consents, and permissions necessary for us to process your Inputs, to generate Outputs from them, to share Outputs as you direct, to transmit them to our subprocessors and model providers, and to take Actions in Connected Services at your direction. You are responsible for obtaining any consent required from individuals whose personal data appears in your Inputs.

Ownership of Outputs. Subject to the third-party rights described below, and to the extent Alyvon holds any right, title, or interest in Outputs generated for your Account, we assign that interest to you upon generation. This assignment is not conditioned on your continued compliance with these Terms. If you breach these Terms, our remedies are suspension, termination, and the other remedies stated here, not revocation of your ownership of previously generated Deliverables.

License to us. You grant Alyvon a non-exclusive, worldwide, royalty-free license to host, store, reproduce, transmit, display, modify, and process Customer Materials solely as necessary to operate, secure, support, and provide the Services to you, to comply with law, and to enforce these Terms. This license ends when the relevant Customer Materials are deleted, subject to backup and legal retention.

Model training. We do not use your Customer Materials to train or fine-tune generative AI models, and our model providers do not train their generative models on data we transmit through their commercial interfaces. Those providers may transiently log inputs for their own safety and abuse monitoring. We may use aggregated, de-identified operational telemetry, such as token counts, error rates, latency, and feature usage, that does not identify you or reveal the content of your Customer Materials, to operate and improve the Services. We may retain and review specific Customer Materials where necessary to investigate a suspected violation of these Terms, to respond to a support request you initiate, or to comply with law.

Non-uniqueness of Outputs. AI systems generate output probabilistically. Other customers may submit similar Inputs and receive similar or identical Outputs. We make no representation that any Output is unique, original, novel, or free of similarity to material produced for others or to pre-existing third-party works. We do not warrant that any Output is eligible for copyright, trademark, or patent protection in any jurisdiction, and the legal status of AI-generated material is unsettled and varies by jurisdiction.

No warranty of non-infringement in Outputs. We do not warrant that Outputs do not infringe third-party rights. You are responsible for clearing rights before commercial use, including for any brand names, taglines, images, code, or text a Deliverable contains.

7. Accuracy, human review, and reliance

AI output can be wrong. Large language models and agentic systems are a developing technology. You acknowledge and agree that:

  1. Outputs may contain factual errors, fabricated citations, invented statistics, incorrect calculations, non-functional or insecure code, and material inaccuracies, and errors may appear plausible precisely because Outputs are detailed and confidently worded.
  2. Actions may fail, partially complete, or produce unintended results in Connected Services.
  3. Outputs may reflect biases present in training data or in the Inputs you supply.
  4. Outputs may be out of date and do not necessarily reflect current facts, law, pricing, or availability.
  5. Outputs do not represent the views of Alyvon and are not reviewed by Alyvon before delivery.

Your review obligation. You are solely responsible for reviewing, verifying, testing, and approving every Deliverable and every Action before you rely on it, publish it, send it, deploy it, or use it in a business decision. This obligation applies with particular force to factual claims, statistics, citations, legal or regulatory statements, financial figures, medical or safety content, and any code intended for a production environment.

No professional advice. The Services do not provide legal, medical, tax, accounting, investment, insurance, or other regulated professional advice, and no professional relationship is formed by your use of them.

8. Agentic Actions and Connected Services

This section governs the most consequential aspect of the Services. Read it carefully.

You are the principal. When you connect a third-party account, configure an Agent, or launch a Task or Routine, you authorize the Services to act as your agent within the scope of the credentials and permissions you have granted. Actions taken through your Account are your actions for all purposes as between you and Alyvon, and as between you and any third party.

Scope of authorization. You control which Connected Services are linked, which permission scopes are granted, which Agents may use them, and which Routines may run. You are responsible for granting the narrowest scopes appropriate, for reviewing granted scopes periodically, and for revoking access promptly when it is no longer needed or when a user leaves your organization. We are not responsible for over-broad permissions you grant.

Credentials and the integration provider. Connected Service credentials are held and brokered by our integration provider on your behalf. We do not receive or store your third-party account passwords. Your use of each Connected Service remains governed by that provider’s own terms and policies, and that provider may suspend, rate limit, or terminate your access independently of us.

Approval gates. The Services provide controls that can require human approval before an Agent performs certain classes of Action, including sending communications, publishing content, writing to external repositories or systems, and initiating payments. You are responsible for configuring, enabling, and maintaining approval settings appropriate to your risk tolerance, and for ensuring that approvals are reviewed by a person with authority to grant them. Default settings are not a recommendation for your circumstances. Where an approval control is available and you disable it, weaken it, or grant an Agent standing authorization, you accept the resulting risk.

Irreversible Actions. Some Actions cannot be undone, including sent messages, published content, deleted records, merged code, and completed transactions. Alyvon has no ability to recall an Action once it has executed in a third-party system.

Code execution. The Services execute code, shell commands, and scripts in an isolated sandbox environment at your direction and at the direction of Agents you configure. You are responsible for the code produced and executed under your Account, including its security, licensing, and fitness for purpose, and for any effect it has on systems you connect to.

Allocation of responsibility. To the maximum extent permitted by law, Alyvon is not responsible or liable for the consequences of Actions performed in Connected Services or in sandboxed execution at your direction or at the direction of Agents configured or invoked under your Account, including data loss, unintended sends, unauthorized disclosure resulting from permissions you granted, charges incurred with third parties, breach of a third party’s terms, or regulatory exposure. This allocation does not limit our obligations under Section 12 or our liability for our own gross negligence, willful misconduct, or fraud.

9. Routines and automated execution

Routines run without a person present at the moment of execution. You are responsible for the design, scheduling, scope, and monitoring of every Routine you enable, and for the Outputs and Actions each Routine produces. You will not configure a Routine that performs an irreversible or externally visible Action without an approval gate unless you have accepted that risk in your Account settings.

We may impose and adjust limits on Routine frequency, concurrency, and volume. We may pause or disable a Routine that is producing runaway consumption, error loops, abusive volume, or instability, and we will notify you when we do.

10. Fees, metering, and payment

Fees. You will pay the fees for your plan as stated on the pricing page or your order form, plus applicable taxes. Fees are stated in US dollars.

The billable unit. One billable Deliverable equals one completed Root Task, regardless of how many departments, Agents, specialists, Runs, model calls, or output files were involved in completing it, and regardless of the number of files returned. A Root Task that fails, errors out, or is cancelled by you before completion does not consume a Deliverable from your allowance and is not billable. Internal sub-tasks, department hand-offs, retries, and consultations do not count separately.

Allowances and overage. Each plan includes a monthly Deliverable allowance, a department count, and a seat count. Unused allowance does not roll over. Deliverables completed beyond your allowance are billed at your plan’s published overage rate and appear on your next invoice. We will notify the Account billing contact when consumption reaches 80% and 100% of the monthly allowance. You may set an overage cap in your Account settings, and if you set one, we will pause new Root Tasks once it is reached. If you do not set a cap, work continues and overage accrues without limit.

Billing period and renewal. Monthly plans renew monthly. Annual plans are billed in advance for a twelve month term and provide the discount stated on the pricing page. Annual plans commit you to a twelve month term. You may cancel an annual plan at any time to prevent renewal, but prepaid annual fees are not refundable except as expressly stated in these Terms or as required by law. Unless you cancel before the end of the then-current term, your plan renews automatically for a further term of the same length, and your payment method will be charged.

Cancellation. You may cancel from your billing settings or by contacting support@alyvon.com. Cancellation takes effect at the end of the current billing period. Access continues through that period. Outstanding overage charges remain due.

Price changes. We may change fees. We will give at least 30 days notice before a change takes effect for your Account, and no change will apply during a term for which you have already prepaid. If you do not accept a change, you may cancel before it takes effect.

Payment processing and non-payment. Payments are processed by a third-party processor. We are not liable for processor errors, but we will work in good faith to resolve them. If a payment fails or an invoice is more than 10 days overdue, we may suspend access after notice, and overdue amounts may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. You will reimburse reasonable costs of collection.

Taxes. Fees exclude sales, use, VAT, GST, and similar taxes. You are responsible for those taxes other than taxes on our net income.

Non-refundable. Except where these Terms expressly provide a refund or applicable law requires one, all fees are non-refundable, including for partial periods, unused allowance, and Accounts suspended or terminated for breach.

11. Data protection, security, and confidentiality

Privacy. Our handling of personal data is described in the Privacy Policy, which forms part of these Terms.

Data processing. Where we process personal data on your behalf, you are the controller and we are the processor. If you require a data processing addendum, contact legal@alyvon.com. If a DPA is executed between the parties, it controls over this Section as to the processing of personal data.

Subprocessors. We use subprocessors to provide the Services, including cloud hosting, database and storage providers, sandboxed execution providers, AI model providers, an integration and OAuth provider, payment processing, analytics, error monitoring, and email delivery. A current list is available at alyvon.com/subprocessors. We remain responsible for our subprocessors’ performance of our obligations.

Security. We maintain administrative, technical, and organizational safeguards designed to protect Customer Materials, including tenant isolation, row-level access controls, encryption in transit and at rest, isolated per-run execution environments, signed and time-limited access to stored files, and access logging. Our current practices are described on the security page. No system is perfectly secure, and we do not guarantee that the Services cannot be compromised.

Incident notice. We will notify you without undue delay after becoming aware of a security incident affecting your Customer Materials, and will provide information reasonably available to us about the incident and the steps taken.

Your security obligations. You are responsible for access control within your organization, for the security of Connected Services, for revoking credentials on user departure, and for choosing appropriate approval settings.

Confidentiality. Each party may receive non-public information of the other. Each party will use the other’s confidential information only to perform under these Terms and will protect it with at least reasonable care. Confidential information does not include information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party. A party may disclose confidential information where legally compelled, after giving notice where lawful. Customer Materials are your confidential information. The Services, Documentation, pricing not publicly posted, and non-public feature roadmaps are our confidential information.

12. Feedback

If you send us ideas, suggestions, bug reports, ratings, or other feedback about the Services (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use and exploit that Feedback for any purpose without obligation or compensation to you. Do not send us Feedback you consider confidential or that contains third-party confidential information.

13. Our intellectual property

Alyvon and its licensors retain all right, title, and interest in the Services, including software, models and model configurations, agent designs and system prompts, orchestration logic, user interfaces, Documentation, and all improvements to them. These Terms grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services during your subscription for your internal business purposes, and nothing more. All rights not expressly granted are reserved.

Trademarks and publicity. You may not use our names, logos, or marks without our prior written permission, except that you may factually state that you use the Services. We may identify you as a customer and use your name and logo in marketing materials and on our website, unless you opt out at any time by notifying us at support@alyvon.com. We will stop within a reasonable period after receiving your notice.

14. Third-party content and services

The Services may surface, retrieve, or integrate content, data, and services provided by third parties. We do not control third-party content or services, do not endorse them, and make no representations or warranties about them. Your use of them is at your own risk and subject to their terms. We are not liable for any loss arising from third-party content, services, integrations, or their unavailability, modification, or discontinuation.

15. Term, suspension, and termination

Term. These Terms apply from your first access to the Services and continue until your Account is terminated.

Termination by you. You may terminate at any time by cancelling your subscription and closing your Account. Section 10 governs refunds.

Termination or suspension by us. We may suspend or terminate your access, in whole or in part, immediately and without refund if you materially breach these Terms or the Acceptable Use Policy, if you fail to pay, if we are required to do so by law or by a provider, or if your use presents a security, legal, or reputational risk to us, our customers, or third parties. We may also terminate for convenience on 60 days notice, in which case we will refund prepaid fees for the unused remainder of your term on a pro rata basis. We may terminate a free Account that has been inactive for more than 12 months after notice.

Effect of termination. Access ends. For 30 days after termination you may export your Deliverables and Customer Materials through the Services or by request to support@alyvon.com. After that period we may delete Customer Materials, subject to backup cycles and any legal retention obligation. You remain liable for fees accrued before termination, including outstanding overage.

Survival. Sections 5 (as to obligations accrued), 6, 7, 8 (allocation of responsibility), 10 (as to amounts owed), 11 (confidentiality), 12, 13, 14, and 15 through 20 survive termination.

16. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, OUTPUTS, DELIVERABLES, AND ACTIONS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. ALYVON AND ITS SUPPLIERS DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, THAT OUTPUTS WILL BE ACCURATE, COMPLETE, ORIGINAL, NON-INFRINGING, OR FIT FOR YOUR PURPOSE, OR THAT THE SERVICES WILL PRODUCE ANY PARTICULAR BUSINESS OUTCOME. WE DO NOT WARRANT THAT ACTIONS WILL EXECUTE AS INTENDED IN CONNECTED SERVICES.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO PARTS OF THIS SECTION MAY NOT APPLY TO YOU.

17. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR OUR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS, WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALYVON’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO ALYVON FOR THE SERVICES IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (B) ONE HUNDRED US DOLLARS ($100).

THE EXCLUSIONS AND LIMITS IN THIS SECTION DO NOT APPLY TO: YOUR PAYMENT OBLIGATIONS UNDER SECTION 10, YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 18, YOUR BREACH OF SECTION 5 OR SECTION 13, EITHER PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS, OR LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.

THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN AND REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE FEES CHARGED WOULD BE SUBSTANTIALLY HIGHER WITHOUT THEM.

18. Indemnification

By you. You will defend, indemnify, and hold harmless Alyvon and its affiliates, officers, directors, employees, and agents from and against any third-party claim, and any resulting losses, damages, liabilities, settlements, and reasonable attorneys’ fees, arising out of or related to: your Inputs, your use of Outputs and Deliverables, any Action taken through your Account or in a Connected Service, your outbound communications, your breach of these Terms or the Acceptable Use Policy, your violation of law or of any third party’s rights, and any product or service you develop or deliver using the Services.

By us. We will defend you against a third-party claim alleging that the Services, as provided by us and used in accordance with these Terms, infringe that third party’s US patent, copyright, or trade secret, and we will pay damages finally awarded or agreed in settlement. This obligation does not apply to claims arising from Outputs, from your Inputs, from Connected Services or third-party content, from modifications not made by us, from use in combination with anything not supplied by us, from beta or preview features, or from use in violation of these Terms. If the Services become subject to such a claim, we may procure the right to continue use, modify the Services, or terminate the affected Services and refund prepaid unused fees. This is our sole liability and your exclusive remedy for infringement claims. Our indemnity does not extend to Outputs.

Procedure. The indemnified party will promptly notify the indemnifying party, give it sole control of the defense, and provide reasonable cooperation. The indemnifying party will not settle in a way that imposes obligation or admission on the indemnified party without consent. The indemnified party may participate with its own counsel at its own expense.

19. General

Changes to these Terms. We may update these Terms. For material changes we will provide at least 30 days notice by email to the Account contact or by in-product notice before the change takes effect. Continued use after the effective date constitutes acceptance. If you do not accept, you must stop using the Services and may terminate, with a pro rata refund of prepaid fees for the unused remainder of your term.

Notices. Notices to you may be sent to the email address on your Account or posted in-product. Notices to us must be sent to legal@alyvon.com and to Skyyr Digital LLC dba Alyvon, 13256 Strode Ln, Windermere, FL 34786.

Assignment. You may not assign these Terms without our prior written consent, except to a successor in a merger or sale of substantially all assets that is not a competitor of Alyvon. We may assign these Terms freely, including to an affiliate or to a successor entity in connection with a corporate reorganization, reincorporation, financing, merger, or sale of substantially all assets. Any attempted assignment in violation of this section is void.

Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship, except for the limited agency described in Section 8.

Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including acts of God, war, terrorism, labor disputes, government action, internet or utility failure, and the failure, suspension, or discontinuation of a third-party model provider, cloud provider, or integration provider. This does not excuse payment obligations.

Entire agreement. These Terms, together with the Privacy Policy, Acceptable Use Policy, any DPA, and any order form, are the entire agreement and supersede prior agreements on this subject. Terms in your purchase order or vendor forms are void and have no effect.

Order of precedence. A signed order form or master agreement controls over these Terms. These Terms control over the Documentation.

Severability, waiver, headings. If a provision is unenforceable, it is modified to the minimum extent necessary or severed, and the rest remains in effect. Failure to enforce is not a waiver. Headings are for convenience only.

No third-party beneficiaries. Except that our suppliers and licensors are intended beneficiaries of Sections 16 and 17, there are no third-party beneficiaries.

Export and sanctions. You represent that you are not located in, organized under the laws of, or ordinarily resident in a country subject to comprehensive US sanctions, and that you are not on any US restricted party list. You will not export or provide access to the Services in violation of export control or sanctions law.

US government users. The Services are commercial computer software developed at private expense. Government users receive only the rights granted to all other users under these Terms.

20. Governing law and disputes

Governing law. These Terms are governed by the laws of the State of Florida, excluding its conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods.

Venue. The parties submit to the exclusive jurisdiction of the state and federal courts located in Orange County, Florida, and waive any objection to venue, forum, or inconvenient forum in those courts.

Jury and class action waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY. EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

Attorneys’ fees. In any action to enforce these Terms, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs.

Equitable relief. Breach of Section 5, Section 11, or Section 13 may cause irreparable harm for which damages are inadequate, and the non-breaching party may seek injunctive relief without posting bond.

Limitations period. Any claim must be brought within one year after the cause of action accrues, or it is permanently barred, except where a longer period is required by law.

21. Contact

Skyyr Digital LLC, doing business as Alyvon

13256 Strode Ln, Windermere, FL 34786

Phone: 407-993-2979

General, billing, and support: support@alyvon.com

Legal, privacy, and security: legal@alyvon.com