Welcome to Tayon

Please read these Terms of Use (the “Agreement”) carefully before using the https://tayon.ai website and the Tayon application at https://app.tayon.ai (together, the “Services”) operated by Tayon Inc. (“Tayon,” “we,” “us,” or “our”). Your (“Customer,” “you,” or “your”) access to and use of the Services is conditioned on your acceptance of and compliance with this Agreement. By accessing or using the Services, you agree to be bound by this Agreement. If you do not agree, do not access or use the Services.

Effective Date: September 24, 2025 • Last Updated: September 24, 2025

1. Definitions

• Activation Link: The link through which Customer may sign up and make payment to receive Services.
• Customer Content: Content, data, and information submitted to the Services by or for Customer (including Customer’s users, prospects, and site visitors).
• Documentation: Our then-current generally available documentation for the Services located at https://help.tayon.ai or a successor URL, and any documentation included in or attached to any Order Form.
• Order Form: A document (including online checkout) describing the Services purchased by Customer and that incorporates this Agreement.
• Platform: Tayon’s proprietary AI platform and related software.
• Personal Data: Information relating to an identified or identifiable individual.
• Sensitive Personal Information: Personal Data subject to specialized security regimes (e.g., HIPAA, PCI).
• Services: Tayon’s products and/or services provided to Customer.
• Subscription Term: The term for the Services set forth in the applicable Order Form or Activation Link.
• User: An individual authorized by Customer to use the Services on Customer’s behalf.

2. Accounts; Free Accounts; Access

• Accounts. You must provide accurate account information and maintain the security of your credentials. You are responsible for all activities under your account.
• Free Accounts. We may modify features or terminate Free Accounts with thirty (30) days’ notice.
• Access. During your Subscription Term and subject to this Agreement, we grant you a non-exclusive, non-transferable right to access and use the Services for your internal business purposes.

3. Fees; Billing; Taxes

• Fees. You agree to pay all fees stated in the applicable Order Form/invoice. Except as expressly stated, fees are non-cancelable and non-refundable.
• Invoices & Disputes. If invoiced, amounts are due within thirty (30) days of the invoice date. You must notify us of good-faith fee disputes within thirty (30) days of the invoice date. Undisputed overdue amounts may result in suspension after notice and a 30-day cure period. Reactivation fees may apply.
• Auto-Renewals & Cards. If paying by credit/debit card or ACH, you authorize us and our PCI-compliant processor to charge all due amounts during the Subscription Term and renewals.
• Taxes. Fees are exclusive of taxes. You are responsible for all applicable taxes, excluding those based on our net income.

4. Availability; Support; Warranties

• Availability. We will use commercially reasonable efforts to make the Platform available with monthly uptime of at least 99.5%, excluding planned maintenance, emergency maintenance, and events beyond our reasonable control.
• Support. Standard support is included; premium support may be purchased as stated on the Order Form.
• Service Warranty. We warrant the Services will be provided in a professional and workmanlike manner consistent with industry standards. Your exclusive remedy for breach is reperformance or, if we cannot cure, a pro-rata refund of prepaid, unused fees for the affected Service.

5. Acceptable Use; Restrictions

• Acceptable Use. You agree to comply with our Acceptable Use Policy (AUP) (incorporated by reference).
• Prohibited Uses. You will not: (a) make the Services available to anyone other than Users; (b) resell, rent, lease, or provide the Services as a service bureau; (c) send spam or store/transmit unlawful, infringing, or tortious content; (d) violate law or third-party rights; (e) upload or transmit malicious code; (f) interfere with or disrupt the Services; (g) attempt to gain unauthorized access; (h) bypass usage limits; (i) copy, frame, or mirror the Services except for internal intranet framing; (j) benchmark or build a competitive product; (k) modify, translate, or create derivative works; (l) reverse engineer the Services except as prohibited by law; or (m) breach the AUP. We may suspend access without notice for violations of this Section.
• No Sensitive Data. You agree not to submit Sensitive Personal Information. We disclaim all liability arising from your submission of such data.

6. Term; Termination; Suspension

• Term & Renewal. The Subscription Term is stated in your Order Form/Activation Link and auto-renews for successive terms of equal length unless either party gives thirty (30) days’ notice of non-renewal.
• Termination for Cause. Either party may terminate this Agreement or an Order Form upon thirty (30) days’ written notice if the other party materially breaches and fails to cure within that period.
• Suspension. We may suspend the Services for (a) undisputed overdue amounts after notice; (b) security risk; (c) violation of the AUP; or (d) to comply with law.
• Effect. Upon termination/expiration, your access ends. Sections intended to survive (including Fees, IP, Confidentiality, Disclaimers, Indemnities, Liability Limits, and General Provisions) will survive. Upon request within thirty (30) days, we will make available a machine-readable export of your Customer Content then delete it in accordance with our retention schedules, except where we are legally required to retain it.

7. Intellectual Property; Feedback

• Tayon IP. We retain all right, title, and interest in the Services, Platform, Documentation, and Tayon names, logos, and marks (“Tayon Marks”), including modifications, enhancements, and derivative works.
• Customer Content. You own your Customer Content. You grant us a non-exclusive license to host, process, transmit, display, and otherwise use Customer Content as necessary to provide the Services and as permitted by this Agreement. You represent and warrant you have all rights necessary to grant this license.
• Aggregated/De-identified Data. We may use data regarding use and performance of the Services in aggregated and/or de-identified form (without Personal Data) to improve the Services and our operations.
• Feedback. If you provide suggestions or feedback, you grant us a royalty-free, perpetual, irrevocable license to use it without restriction.

8. Third-Party Services

The Services may enable integrations with third-party products or services. We are not responsible for third-party services and disclaim all liability related to them. Your use of third-party services is governed by their terms and privacy policies.

9. Privacy; Data Processing

• Privacy. Our processing of Personal Data is described in the Tayon.ai Privacy Policy.
• DPA. Where required by law, a Data Processing Addendum (“DPA”) will apply and is incorporated by reference or may be executed separately.
• Security. We maintain appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, or damage.

10. Confidentiality

Each party (“Receiving Party”) may access the other party’s confidential information (“Confidential Information”). The Receiving Party will (a) use Confidential Information only to perform under this Agreement, (b) not disclose it to third parties except to its personnel and service providers under confidentiality obligations no less protective, and (c) protect it with at least reasonable care. Exceptions include information that is: public without breach; rightfully received from a third party without duty of confidentiality; independently developed without use of Confidential Information; or required to be disclosed by law (with prompt notice where lawful). Upon request, the Receiving Party will return or destroy Confidential Information, except for archival copies maintained under standard backup practices.

11. Publicity

You grant us the right to use your name and logo to identify you as a customer on our website and marketing materials, consistent with your published brand guidelines (if provided). You may withdraw this right on reasonable written notice.

12. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 4, THE SERVICES, DOCUMENTATION, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EACH PARTY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THEY WILL MEET YOUR REQUIREMENTS.

13. Indemnification

• By Tayon. We will defend and indemnify you against third-party claims alleging that your authorized use of the Services infringes or misappropriates such third party’s intellectual property rights, and pay damages and costs finally awarded or agreed in settlement. We may, at our option, (a) procure the right for you to continue using the Services, (b) modify the Services to be non-infringing, or (c) terminate the affected Services and issue a pro-rata refund of prepaid, unused fees.
• Exclusions. Our obligations do not apply to claims arising from: (i) unauthorized or illegal use; (ii) your breach of this Agreement; (iii) combination with products, data, or services not provided by us; (iv) Customer Content; or (v) modifications not made by us.
• By Customer. You will defend and indemnify us against third-party claims arising from Customer Content, your violation of law or third-party rights, or your breach of this Agreement.
• Procedure. The indemnified party must promptly notify the indemnifying party, grant sole control of the defense/settlement, and provide reasonable cooperation. No settlement may impose non-monetary obligations or admissions on the indemnified party without its consent.

14. Limitation of Liability

EXCEPT FOR YOUR PAYMENT OBLIGATIONS AND EACH PARTY’S INDEMNIFICATION OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO TAYON FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY. THE FOREGOING LIMITATIONS DO NOT LIMIT LIABILITY FOR A PARTY’S INTENTIONAL MISCONDUCT OR VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY LAW.

15. General Provisions

• Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control (e.g., acts of God, war, terrorism, civil unrest, labor shortages, internet/utility failures not caused by the obliged party).
• Relationship. The parties are independent contractors. No partnership, joint venture, or agency is created.
• Compliance with Laws. Each party will comply with applicable laws, including data protection and export control laws, in connection with its performance and use of the Services.
• No Waiver. Failure to enforce any provision is not a waiver of that provision.
• Severability. If any provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will remain in effect.
• Notices. Notices to Tayon must be sent to legal@tayon.ai (with a copy to: Tayon Inc., Attn: Legal, [Insert Mailing Address]). We may provide notices to you via the Services or email to your account email. You must keep account information current.
• Assignment. Neither party may assign this Agreement without the other’s prior written consent (not to be unreasonably withheld), except either party may assign, upon notice, to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets or equity.
• No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
• Precedence. In case of conflict, an Order Form controls over this Agreement.
• Entire Agreement. This Agreement, together with Order Forms, the AUP, the Privacy Policy, and any DPA, constitutes the entire agreement and supersedes prior agreements relating to the Services.
• Governing Law; Venue. This Agreement is governed by the laws of the State of Florida, USA, without regard to conflict-of-law rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Orange County, Florida.

16. Changes to the Terms

We may update these Terms from time to time. If a change is material, we will provide at least thirty (30) days’ notice before it takes effect (e.g., via the Services or email). Your continued use of the Services after the effective date constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Services before the changes take effect.

17. Contact

Tayon Inc.
Email: support@tayon.ai
Website: https://tayon.ai