Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between you, the entity you represent, or both (“Customer,” “you,” or “your”) and Bladnir Tech LLC, a Kentucky limited liability company (“Bladnir Tech,” “we,” “us,” or “our”), governing your access to and use of the SynTraktX platform, including all associated APIs, documentation, dashboards, data outputs, and services (collectively, the “Platform”).

1. Definitions

“Behavioral Decision Data” means data generated by or about human decision-makers as they interact with automated workflows, AI-assisted systems, or other technology subject to governance oversight. This includes, without limitation, response times, override patterns, escalation behaviors, approval rates, engagement metrics, and contextual signals captured during the decision process.

“Customer Data” means any data, files, configurations, workflow definitions, user identifiers, or other information that Customer uploads, transmits, or inputs into the Platform. Customer Data does not include Platform-Generated Intelligence or Anonymized Derivative Data.

“Platform-Generated Intelligence” means all outputs, analyses, models, scores, embeddings, structures, and insights generated by the Platform through its processing of Customer Data and Behavioral Decision Data using Bladnir Tech’s proprietary algorithms, machine learning models, and decision intelligence engines. This includes, without limitation: Decision Personas, Organizational Decision Genomes, governance quality scores, trust level assignments, causal decision graphs, counterfactual analyses, intervention impact assessments, cognitive load indicators, governance fatigue scores, decision debt metrics, and compliance readiness assessments. Platform-Generated Intelligence is generated by the independent application of Bladnir Tech’s patent-pending methodologies to Customer Data inputs; it is not a derivative work, adaptation, or transformation of Customer Data within the meaning of applicable copyright law.

“Anonymized Derivative Data” means data that has been generated from Customer Data and Behavioral Decision Data through edge extraction, differential privacy mechanisms, and irreversible anonymization protocols, such that the resulting data cannot be re-identified to any individual, decision event, or organization. Anonymized Derivative Data includes cross-organizational causal edge patterns and aggregate governance maturity indices.

“Subscription” means the paid access plan selected by Customer, as described in the applicable order form or the Platform’s checkout interface.

2. Platform Access and Use

2.1 License Grant

Subject to these Terms and payment of applicable fees, Bladnir Tech grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform during the Subscription term solely for Customer’s internal business purposes.

2.2 Acceptable Use

Customer shall not: (a) reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or underlying methodologies of the Platform; (b) use the Platform to develop a competing product or service; (c) sublicense, resell, lease, or redistribute access to the Platform; (d) interfere with or disrupt the integrity, performance, or security of the Platform; (e) remove, alter, or obscure any proprietary notices; (f) use the Platform in violation of any applicable law or regulation; (g) submit data to the Platform that Customer does not have the lawful right to process; (h) attempt to access any systems, data, or accounts not expressly authorized; or (i) use the Platform in a manner that undermines the integrity of governance quality measurements, including deliberately manipulating decision patterns to influence governance scores. For the avoidance of doubt, low governance quality scores resulting from authentic decision-making patterns do not constitute a violation.

2.3 Account Security

Customer is responsible for maintaining the confidentiality of all account credentials, API keys, and authentication tokens. API keys are generated through authenticated sessions using a zero-transmission security model; only the SHA-256 hash of each key is stored by Bladnir Tech. Customer is solely responsible for the security of raw API key values and shall notify Bladnir Tech immediately of any unauthorized access to Customer’s account.

2.4 Free Trials and Evaluations

Bladnir Tech may offer free trials, evaluation periods, or design partner access at its sole discretion. During any non-paid access period, the Platform is provided “AS IS” without any warranty, service level commitment, or indemnification obligation, and Bladnir Tech’s total aggregate liability shall not exceed one hundred dollars ($100).

3. Data Ownership and Intellectual Property

3.1 Customer Data

Customer retains all right, title, and interest in and to Customer Data. Customer grants Bladnir Tech a limited, non-exclusive license to use, process, store, and transmit Customer Data solely to the extent necessary to provide the Platform and related services to Customer in accordance with these Terms. This license terminates upon the earlier of: (a) expiration or termination of Customer’s Subscription; or (b) deletion of Customer Data in accordance with Section 11.4.

3.2 Platform-Generated Intelligence

Bladnir Tech retains all right, title, and interest in and to all Platform-Generated Intelligence.

This includes all Decision Personas, Organizational Decision Genomes, governance quality scores, causal decision graphs, trust level computations, intervention impact models, and any other analytical outputs produced by the Platform’s algorithms, machine learning models, and decision intelligence engines. Customer receives a non-exclusive, non-transferable license to view and use Platform-Generated Intelligence within the Platform interface for Customer’s internal business purposes during the Subscription term.

Platform-Generated Intelligence is generated by Bladnir Tech’s proprietary algorithms and constitutes original works of authorship and inventive output of Bladnir Tech. Platform-Generated Intelligence is not a derivative work of Customer Data within the meaning of 17 U.S.C. 101 or analogous provisions of applicable law. Customer Data serves as an input to Bladnir Tech’s independent analytical processes; the resulting intelligence reflects the application of Bladnir Tech’s patent-pending methodologies, not a transformation or adaptation of Customer Data. Platform-Generated Intelligence is proprietary to Bladnir Tech and constitutes trade secret and patented or patent-pending technology.

3.3 Anonymized Derivative Data

Customer acknowledges and agrees that Bladnir Tech may generate Anonymized Derivative Data from Customer’s use of the Platform. Anonymized Derivative Data is owned exclusively by Bladnir Tech and may be used for any lawful purpose, including without limitation: contributing to cross-organizational decision intelligence benchmarks, improving Platform algorithms, developing industry-level governance maturity indices, and providing aggregate analytical products to third parties. Anonymized Derivative Data has been processed through differential privacy mechanisms with configurable privacy budget (epsilon) and cannot be re-identified to any individual, organization, or decision event.

3.4 Bladnir Tech IP

The Platform, including all software, code, algorithms, models, architectures, interfaces, documentation, and related intellectual property, is and remains the exclusive property of Bladnir Tech. Nothing in these Terms transfers or conveys any ownership interest in the Platform or Bladnir Tech’s intellectual property to Customer. The Platform is protected by United States and international copyright, patent, trade secret, and other intellectual property laws.

4. Feedback

If Customer provides any suggestions, ideas, enhancement requests, feedback, recommendations, or other input regarding the Platform or its capabilities (“Feedback”), Customer hereby irrevocably assigns to Bladnir Tech all right, title, and interest in and to such Feedback, including all intellectual property rights therein. Customer appoints Bladnir Tech as Customer’s attorney-in-fact for the limited purpose of executing any documents reasonably necessary to perfect this assignment. This appointment is coupled with an interest and is irrevocable. Bladnir Tech shall have no obligation to implement, use, or compensate Customer for any Feedback. No Feedback shall be considered confidential information of Customer.

5. Fees and Payment

5.1 Subscription Fees

Customer shall pay all fees specified in the applicable Subscription plan. All fees are quoted in United States dollars and are non-refundable except as expressly provided in these Terms. Bladnir Tech reserves the right to change pricing upon thirty (30) days’ advance notice; price changes will take effect at the start of Customer’s next Subscription renewal period.

5.2 Payment Processing

Payment is processed by Stripe, Inc. Customer’s use of the payment system is subject to Stripe’s terms of service in addition to these Terms. Customer is responsible for providing accurate and current payment information.

5.3 Taxes

All fees are exclusive of taxes. Customer is responsible for all applicable sales, use, value-added, and other taxes, excluding taxes based on Bladnir Tech’s net income.

5.4 Late Payment

If any fee remains unpaid for more than fifteen (15) days after its due date, Bladnir Tech may suspend access to the Platform upon five (5) days’ written notice. Suspension does not relieve Customer of its payment obligations.

6. Confidentiality

6.1 Definition

“Confidential Information” means any non-public information disclosed by either party to the other, whether orally, in writing, or electronically, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation: the Platform’s technical architecture, algorithms, and methodologies; Customer Data; business plans, pricing, and financial information; and the terms of these Terms.

6.2 Obligations

Each party shall: (a) use the other party’s Confidential Information solely for the purposes of performing its obligations under these Terms; (b) protect the other party’s Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; and (c) not disclose the other party’s Confidential Information to any third party except as expressly permitted herein.

6.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

6.4 Required Disclosures

If either party is compelled by law, regulation, or valid legal process to disclose the other party’s Confidential Information, the disclosing party shall, to the extent legally permitted, provide prompt written notice to the other party to enable it to seek a protective order or other appropriate remedy. The party compelled to disclose shall limit disclosure to the minimum extent required by law and shall use commercially reasonable efforts to obtain confidential treatment of the disclosed information.

7. Representations and Warranties

7.1 Mutual Representations

Each party represents and warrants that: (a) it has the legal power and authority to enter into these Terms; (b) these Terms constitute a valid and binding obligation; and (c) entering into these Terms does not violate any other agreement to which it is a party.

7.2 Customer Representations

Customer represents and warrants that: (a) it has all rights, consents, and authorizations necessary to submit Customer Data to the Platform; (b) Customer Data does not violate the rights of any third party; and (c) Customer’s use of the Platform will comply with all applicable laws and regulations, including data protection laws.

7.3 Platform Warranty

Bladnir Tech warrants that the Platform will perform materially in accordance with the applicable documentation during the Subscription term. Customer’s sole and exclusive remedy for breach of this warranty is, at Bladnir Tech’s option: (a) correction of the non-conformity; (b) replacement with functionally equivalent capabilities; or (c) termination of the affected Subscription and a pro rata refund of prepaid fees for the unused portion of the Subscription term.

8. Indemnification

8.1 Bladnir Tech Indemnification

Bladnir Tech shall defend, indemnify, and hold harmless Customer from any third-party claim that Customer’s authorized use of the Platform infringes any United States patent, copyright, or trade secret of any third party. Bladnir Tech shall pay any settlement or final judgment amounts, including reasonable attorney’s fees, arising from such claims.

8.2 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Bladnir Tech from any third-party claim arising from: (a) Customer Data; (b) Customer’s use of the Platform in violation of these Terms or applicable law; or (c) Customer’s breach of any representation or warranty in these Terms. Customer shall pay any settlement or final judgment amounts, including reasonable attorney’s fees, arising from such claims.

8.3 Indemnification Procedures

The indemnified party shall: (a) provide prompt written notice of the claim; (b) grant sole control of the defense and settlement to the indemnifying party; and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party shall not settle any claim that admits liability on behalf of the indemnified party without the indemnified party’s prior written consent.

9. Limitation of Liability

9.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap

EXCEPT FOR OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION) AND BREACHES OF SECTION 6 (CONFIDENTIALITY), EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO BLADNIR TECH DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED DOLLARS ($100).

9.3 Enhanced Cap

FOR CLAIMS ARISING FROM SECTION 8 (INDEMNIFICATION) OR BREACH OF SECTION 6 (CONFIDENTIALITY), THE LIABILITY CAP SHALL BE TWO TIMES (2X) THE AMOUNT DESCRIBED IN SECTION 9.2.

9.4 Basis of the Bargain

THE LIMITATIONS IN THIS SECTION 9 REFLECT A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PLATFORM WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS.

10. Term and Termination

10.1 Term

These Terms are effective upon Customer’s first access to the Platform and continue for the duration of Customer’s Subscription, unless earlier terminated in accordance with this Section 10.

10.2 Termination for Convenience

Either party may terminate these Terms at the end of the then-current Subscription term by providing at least thirty (30) days’ written notice prior to the renewal date.

10.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach; or (b) becomes the subject of a petition in bankruptcy, insolvency, or similar proceeding.

10.4 Effect of Termination

Upon termination: (a) Customer’s access to the Platform shall immediately cease; (b) Customer shall pay all fees accrued prior to termination; (c) each party shall return or destroy the other party’s Confidential Information; and (d) Bladnir Tech shall, upon Customer’s written request made within thirty (30) days of termination, make Customer Data available for export in a machine-readable format. After such thirty-day period, Bladnir Tech may delete Customer Data in accordance with its data retention policies. Sections 1, 3, 4, 6, 8, 9, 12, and 14 survive termination.

11. Data Protection

11.1 Data Processing

To the extent Bladnir Tech processes personal data on behalf of Customer, Bladnir Tech shall process such data in accordance with Customer’s documented instructions and applicable data protection laws. The parties shall execute a Data Processing Agreement (“DPA”) upon Customer’s request, incorporating the Standard Contractual Clauses (Commission Decision 2021/914) where required for international data transfers.

11.2 Security Measures

Bladnir Tech shall maintain administrative, technical, and organizational security measures designed to protect Customer Data, including: Fernet column-level encryption for sensitive data at rest; HMAC-SHA256 hash-chained, tamper-evident audit logs; multi-factor authentication (TOTP); role-based access controls (RBAC); TLS encryption for data in transit; and regular security monitoring.

11.3 Breach Notification

In the event of a security breach affecting Customer Data, Bladnir Tech shall notify Customer without undue delay and in no event later than seventy-two (72) hours after becoming aware of the breach, in accordance with GDPR Articles 33 and 34 where applicable. Notification shall include the nature of the breach, data categories affected, approximate number of data subjects and records affected, likely consequences, and measures taken or proposed to address the breach.

11.4 Data Deletion

Bladnir Tech implements GDPR Article 17 right-to-erasure capabilities. Upon a valid erasure request, Bladnir Tech shall: anonymize decision contexts (preserving the Organizational Decision Genome while removing personal identifiers), delete personal profiles (including Decision Personas and continuity models), and anonymize immutable audit records. Both initiation and completion of erasure are logged to the tamper-evident HMAC audit chain.

12. Dispute Resolution

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to its conflict of laws principles.

12.2 Informal Resolution

Before initiating any formal proceeding, each party shall first attempt to resolve any dispute informally by providing written notice describing the dispute and proposed resolution. The parties shall negotiate in good faith for a period of at least thirty (30) days.

12.3 Arbitration

Any dispute not resolved through informal resolution shall be submitted to binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Kentucky. The arbitrator’s decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

12.4 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights, confidentiality obligations, or trade secrets. This includes the right to seek temporary restraining orders and preliminary injunctions.

12.5 Class Action Waiver

CUSTOMER AGREES THAT ANY CLAIMS SHALL BE BROUGHT IN CUSTOMER’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

13. General Provisions

13.1 Entire Agreement

These Terms, together with any applicable order forms, DPA, and policies referenced herein, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements, representations, and understandings.

13.2 Amendments

Bladnir Tech may update these Terms from time to time by posting revised Terms on the Platform and providing Customer with at least thirty (30) days’ advance notice of material changes. Continued use of the Platform after the effective date of revised Terms constitutes acceptance.

13.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

13.4 Waiver

No failure or delay in exercising any right under these Terms shall constitute a waiver of that right.

13.5 Assignment

Customer may not assign these Terms without Bladnir Tech’s prior written consent. Bladnir Tech may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

13.6 Notices

All notices under these Terms shall be in writing and shall be deemed given when delivered by email (with confirmation of receipt) to: Bladnir Tech at kenneth_d@bladnirtech.com, and to Customer at the email address associated with Customer’s account.

13.7 Force Majeure

Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including natural disasters, pandemics, government actions, internet or telecommunications failures, or cyberattacks.

13.8 Government Customers

If Customer is a U.S. government entity or contractor subject to FAR/DFARS, the Platform constitutes “commercial computer software” and “commercial computer software documentation” as defined in FAR 12.212 and DFARS 227.7202, and use, duplication, and disclosure are subject to the terms of these Terms.

14. Intellectual Property Acknowledgment