These Terms and Conditions (the “Terms”) govern your relationship with Deciphyr AI Inc., a Delaware corporation (“Deciphyr”, “we,” “our,” or “us”), which owns and operates the website located at www.deciphyr.ai and related apps, newsletters, social media pages, online platforms, software, or other electronic channels (collectively, the “Platform”). By accessing or using the Platform or any of our AI-powered marketing data analytics services (“Services”), you agree to these Terms. “You” and “your” refers to you or your organization’s access to or use of the Platform and Services and if you access or use the Platform and Services on behalf of your organization you are binding your organization to these Terms. If your organization has entered into a separate signed agreement with Deciphyr, these Terms may be amended and restated by such agreement to the extent there are any conflicts between these Terms and that agreement.
No content made available or generated through the Platform (“Content”) may be reproduced, transferred, sold, licensed, published, publicly displayed, linked, broadcast, or distributed to any third party, unless otherwise expressly permitted in these Terms or in writing by us. If you copy, reproduce, or retransmit any part of our Content in breach of these Terms, your right to use our Platform and Services will cease immediately and you must, at our option, return, destroy, or recall any copies of the Content you have made. You may download and use the Content for your organization’s internal business purposes use only.
All Content is intended for informational purposes only. While the Content is believed by us to be honest and accurate, we and our third-party providers of Content do not guarantee the accuracy, completeness, usefulness, timeliness, or statistical significance of the Content, data analysis, or marketing insights provided through the Platform. We do not endorse nor have any responsibility for any Content on the Platform by anyone other than our authorized employees or spokespersons while acting in their official capacities. You acknowledge that the marketing analytics and insights provided in our Services and Platform may be based on sampling, modeling, and statistical analysis which have inherent limitations.
We and our third-party providers, affiliates, agents, and licensors will not be liable for any marketing decisions made based on the Content and/or the Platform. Any reliance on the Content is at your own risk, and you assume any and all risks associated with your marketing decisions.
We and our third-party providers, affiliates, agents, and licensors may be active investors in businesses related to or mentioned on this Platform and may or may not have open investment positions in those businesses. You assume any and all risk associated with your marketing decisions irrespective of whether we or our third-party providers, affiliates, agents, or licensors hold positions in products mentioned on the Platform.
Deciphyr respects copyright and other proprietary laws and expects you to do the same. We reserve the right to terminate your access to the Platform or Services if you repeatedly infringe or are reasonably believed to have been repeatedly infringing the rights of copyright or other proprietary rights holders by way of the Platform or Services.
Without limiting any other language in these Terms, you acknowledge and agree that the Platform, Services, and Content are protected by copyright laws, trademark laws, other laws of the United States, and laws of other countries. Without limiting any other language in these Terms, you acknowledge and agree that the Platform, Services, and Content, which includes all associated proprietary rights, are the exclusive property of Deciphyr and our licensors. You further acknowledge and agree that all trademarks appearing on the Platform, Services, and Content are owned by us or the third party that provides it. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary right notices incorporated in or accompanying the Platform, Services, or Content.
You may enter, upload, record, or submit text, media, customer data, marketing data, or other materials to the Platform in using the Services (the “Inputs”). You are not required to enter, upload, record, or submit Inputs to the Platform. You are responsible for entering any Inputs into the Platform and ensuring they comply with applicable data protection and privacy laws. You represent that you own or have secured all legal rights, consents, and permissions necessary for the Inputs submitted by you to be used by you, Deciphyr, and others as described and otherwise contemplated in these Terms, including any required consents for processing personal data or marketing communications. Deciphyr shall maintain the confidentiality of the Inputs, and shall not sell, disclose, or share any Inputs, in whole or in part, to or with, any third party, except as is necessary to provide the Services (including by sharing with third-party artificial intelligence service providers) and in accordance with these Terms. You acknowledge that you do not desire and will not receive compensation for any Inputs or for our use of any Inputs you submit. Any Inputs you upload are owned by you.
Deciphyr will retain ownership over its intellectual property, including but not limited to all rights, title, and interest in and to the Services, any artificial intelligence learning and improvement that occurs within the Services as a result of the use of Inputs, the responses to your Inputs generated by artificial intelligence features of the Services (the “Outputs”), a copy of the transcript of any conversation between you and the Services, and any marketing models, algorithms, analytical methodologies, and aggregated insights derived from customer data by our Services.
Deciphyr may use Inputs to improve or operate the Platform (for example, to train models and improve our systems), comply with applicable law, and enforce our policies. For these reasons, you hereby grant to Deciphyr a fully paid, royalty free, perpetual, irrevocable, worldwide, nonexclusive, transferable, and sublicensable license to use, reproduce, copy, adapt, modify, merge, distribute, publicly display, create derivative works from and incorporate into other works, and sublicense through multiple tiers, the Inputs. You further acknowledge that this license cannot be terminated by you once your Inputs are submitted to the Platform.
When you use our Services you understand and agree:
Outputs may not always be accurate. You should not rely on Outputs from our Services as a sole source of truth or factual information, or as a substitute for professional advice.
You must evaluate Outputs for accuracy and appropriateness for your use case, including using human review as appropriate, before using Outputs from the Services.
You must not use any Outputs relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them. Additionally, you must not use Outputs for automated decision-making or profiling of individuals without explicit consent and compliance with applicable privacy laws, or in ways that could discriminate against protected classes in marketing campaigns.
Our Services may provide incomplete, incorrect, or offensive Outputs that do not represent Deciphyr’s views. If Output references any third party products or services, it doesn’t mean the third party endorses or is affiliated with Deciphyr.
In connection with the acknowledgement of our rights, above, you agree not to:
You acknowledge and agree that we have the right to investigate and prosecute violations of any of the above prohibitions or any of these Terms to the fullest extent allowed under applicable law.
You also acknowledge and agree that we do not have an obligation to monitor your access or use of the Platform or Services, but we retain the right to do so for the purpose of operating the Platform and Services and ensuring compliance with these Terms as well as the law. At any time and without prior notice, we reserve the right to disable your access if we find a violation of these Terms or the law.
Any rights not expressly granted herein are reserved by us. We will determine your compliance with the Terms and the Privacy Policy in our sole discretion and our decision shall be final and binding. Any violation of the Terms or the Privacy Policy may result in restrictions on your access to all or part of the Platform or Services and may be referred to law enforcement authorities. We, in our sole discretion, reserve the right to disqualify and terminate access or use of any individual found to be (a) tampering with the operation of the Platform; (b) acting in violation of the Terms or the Privacy Policy; (c) acting in an unethical or disruptive manner; or (d) acting with intent to annoy, abuse, threaten, or harass us, our representatives, or any other individual in any manner related to the Platform or Services.
Deciphyr also reserves the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce the Terms, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security, or technical issues, (d) respond to user support requests, or (e) protect the rights, property, or safety of Deciphyr, its users, and the public. Deciphyr also reserves the right to remove Content alleged to be infringing another’s intellectual property rights without prior notice, at our sole discretion.
Payment Options. Most purchases of Services or products through the Services (“Purchases”) will occur electronically online and will require a valid, accepted, credit card or other payment method that we or our third-party payment providers elect to accept as payment. You authorize us, or our designated third-party payment provider, to charge the credit card or other accepted payment method you designate in the amount specified in connection with the transaction. If you desire to designate a different form of payment, or if there is a change in your payment information, you must update that information with us or with our designated third-party payment provider, as applicable, to reflect such change. If you transmit to us, or one of our designated third-party payment providers, a purchase request, you warrant that your use of the particular credit card or other accepted payment method is authorized and that all information that you submit to us, or our designated third-party payment provider, is true and accurate (including, without limitation, your credit card number, expiration date, and other account information), and you agree to pay all fees you incur. Certain subscription-based Services may subject you to recurring fees and/or terms. By signing up for any subscription-based Services, including after any free trial period, you agree to pay us the subscription fee and any applicable taxes. You may experience temporary disruption of your access to the Services while we are verifying new payment information.
Cancellations and Refunds. We, or our designated third-party payment provider, as applicable, reserve the right to refuse or cancel any Purchases or attempted Purchases at any time in our sole discretion. Further, we, or our designated third party payment provider, as applicable, may reverse certain transactions if we have a reasonable, good-faith belief that such transactions, alone or together with other transactions, are illicit, fraudulent, abusive, unlawful, or otherwise conducted in bad faith or as part of any form of unfair dealing (which could include such things as cheating, hacking, or other prohibited activity). Except as otherwise stated in these terms or required by applicable law, all Purchases are final.
Aggregate Charges. You agree that we, or our designated third-party payment provider, as applicable, may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
Currency. Unless otherwise stated, all fees and charges are quoted and must be paid in U.S. Dollars. Purchases made in currency other than U.S. Dollars shall be made at the exchange rate designated in your agreement with your credit card or other acceptable payment method provider.
Taxes. Your Purchases may be subject to applicable sales tax, use tax, value added tax, or other similar taxes, duties, or tariffs (collectively, “Sales Taxes”). In the event that Sales Taxes apply, we, our designated third-party payment provider, or a Partner, as applicable, may collect the required Sales Taxes from you and remit it to the applicable tax authorities. Under most circumstances, the applicability of Sales Taxes will be determined by the residence of the person or entity making the purchase. We will not be responsible for any taxes on net income, or other taxes, duties, or tariffs associated with your Purchases, except for Sales Taxes as described in this section or as required by applicable law.
These Terms only apply to our Platform and Services. The Platform and Services may include links to or utilize the services of third-party websites, resources, resellers, and business partners of ours (“Third-Party Partners”). Because we do not have control over such Third-Party Partners, we do not make any representations about any Third-Party Partners. You acknowledge and agree that we are not responsible for the availability of the external websites, resources, or services of such Third-Party Partners. Our Platform and Services may utilize the artificial intelligence services of our Third-Party Partners, for which we do not take responsibility. We do not endorse and are not responsible or liable for any content, advertising, products, artificial intelligence, or other materials on or available from such Third-Party Partner websites, resources, or services. If provided, you should review the terms and conditions of Third-Party Partners, which are separate and unrelated to these Terms. You are specifically required to abide by the terms of uses and privacy policies of our Thid-Party Partners.
You consent to accept and receive communications from us, including e-mail, text messages, calls, and/or push notifications, if you provide your email and/or phone number to us upon signing up for or updating your Deciphyr account. Such communications may include, but are not limited to requests for secondary authentication, receipts, reminders, notifications regarding updates to your account or account support, and marketing or promotional communications. You acknowledge that you are not required to consent to receive promotional texts or calls as a condition of using the Services. Call and text message communications may be generated by automatic telephone dialing systems. Standard message and data rates applied by your cell phone carrier may apply to the text messages we send you.
You may opt-out of receiving promotional email communications we send to you by following the unsubscribe options on such emails. You may opt out of any promotional phone calls by informing the caller that you would not like to receive future promotional calls. You may only opt-out of text messages from Deciphyr by replying STOP. You acknowledge that opting out of receiving communications may impact your use of the Services.
YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM OUR SERVICE IS AT YOUR SOLE RISK. THE PLATFORM, SERVICES, AND CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. ALSO, WE EXPLICITLY DISCLAIM ANY WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE PLATFORM, SERVICES, OR CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, ERROR-FREE BASIS, OR THAT THE PLATFORM, SERVICES, OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DISCLAIM ANY RESPONSIBILITY FOR HARM TO YOUR PHONE, COMPUTER, OTHER ELECTRONIC DEVICES, CAR, LOSS OF DATA, OR OTHER HARM THAT MAY RESULT FROM ACCESS TO OR USE OF THE PLATFORM OR SERVICES, INCLUDING BUT NOT LIMITED TO CONTRACTION OF A COMPUTER OR PHONE VIRUS.
WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, OR COMPLETENESS OF ANY CONTENT OR SERVICES PURCHASED OR OBTAINED THROUGH OR IN CONNECTION WITH THE PLATFORM, OR THAT DEFECTS WILL BE CORRECTED. CONTENT PROVIDED OR EXPRESSED ON THE PLATFORM, INCLUDING THAT OF THIRD PARTIES, MAY NOT REFLECT OUR POLICIES OR CONFORM TO ANY AGREEMENT YOU MAY HAVE WITH US.
You acknowledge and agree that your access to and use of the Platform, Services, and Content is dependent upon access to telecommunication services and internet services. You shall be solely responsible for acquiring and maintaining all telecommunication services, internet services, and other hardware and software required to access and use the Platform, Services, and Content.
You agree that your access to and use of the Platform or Content and your purchase of Services on or in connection with the Platform are at your sole risk, whether known or unknown to you.
Without limiting the foregoing, you also acknowledge and agree that Deciphyr and its officers, directors, members, managers, agents, third-party providers, affiliates, or licensors are not and will not be responsible for, liable for, or incur any claims, causes of action, suits, penalties, fines, losses, damages, costs, or expenses, including attorneys’ fees (“Claims”) arising out of or in connection with these Terms or from your access to, use of, or inability to access or use the Platform, Content, or Services provided on the Platform for or arising out of the following:
The foregoing limitations apply even if we have been advised of the possibility of such damages (or they are otherwise foreseeable), or if such Claims result from: (a) the use or the inability to use the Platform or results of the use of the Platform or any materials posted on it, however arising and whether caused by tort (including negligence), breach of contract or otherwise; (b) the cost of procurement of substitute products or services resulting from any products, data, information, or services obtained or messages received or transactions entered into through, from or as a result of the Platform; (c) unauthorized access to or alteration of your transmissions or content; (d) statements or conduct of any third party on the services or Platform; or (e) any other matter relating to the products or services we offer or the Platform. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
Without limiting the foregoing, you acknowledge and agree that if we are found liable for any of the foregoing Claims or for any other Claims arising hereunder, including the breach of these Terms, we and any other person or entity involved in creating, producing, or delivering any of the foregoing will under no circumstances be liable for any incidental, special, exemplary, punitive, or consequential damages, including, without limitation, lost profits, loss of data, loss of goodwill, or the cost of acquiring substitute products or services, whether in contract, warranty, strict liability, negligence, or other legal theory, regardless of whether or not we have been informed of the possibility of such Claims, even if a limited remedy set forth herein is found to have failed of its essential purpose, and our aggregate liability under these Terms will not exceed the greater of the amount you paid for the Services that gave rise to the Claim during the 12 months before the liability arose or one hundred dollars ($100). The limitations in this section apply only to the maximum extent permitted by applicable law.
By accessing the Platform or Services, you understand that you may be waiving rights with respect to Claims that are at this time unknown or unsuspected, and in accordance with such waiver, you acknowledge that you have read, understood, and hereby expressly waived the benefits of section 1542 of the Civil Code of California, and any similar law of any state or territory, which provides as follows: “a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
The limitation of liability set forth above is a fundamental element of the basis of the bargain between us and you. The limitation of liability set forth above shall apply to every form of action, whether in contract, warranty, strict liability, negligence or other legal theory, and shall survive any breach of these Terms or the Privacy Policy or the failure of the essential purpose of the Terms or the Privacy Policy.
Without waiving the exclusive governing law provision set forth below, some states do not allow the exclusion or limitation of liability for consequential or incidental damages. Therefore, the above limitation may not apply to you. In such states, our liability is limited to the fullest extent allowed under applicable law.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PRODUCTS OR SERVICES OFFERED BY US MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
You agree to defend, indemnify, and hold Deciphyr, its members, its managers, its officers, its directors, its employees, and its agents harmless from and against any Claims arising out of or in any way connected with:
You shall cooperate as fully as reasonably required in the defense of any such claim. Deciphyr reserves the right, at its own expense, to assume the exclusive defense and control of any matter or portion thereof subject to indemnification by you.
The Terms, the Privacy Policy, and any applicable data processing agreement, as they may be amended from time to time, constitute the entire and exclusive understanding and agreement between us and you regarding the Platform, Services, Content, and the processing of any marketing data through our AI-powered analytics services. The Terms and the Privacy Policy supersede and replace any and all prior oral or written understandings or agreements between Deciphyr and you regarding those subjects.
If any provision of the Terms or the Privacy Policy is found by a court of valid jurisdiction to be invalid or unenforceable, the remainder of the Terms and the Privacy Policy shall remain in full force and effect and shall be enforced to the fullest extent allowed under applicable law.
No waiver or failure by us to enforce any provision of the Terms or the Privacy Policy shall be valid unless in writing and signed by an officer of Deciphyr.
You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. We may assign or transfer these Terms at our sole discretion without restriction and notice to you. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
Nothing contained in the Terms or the Privacy Policy shall be deemed to constitute you and Deciphyr as partners or joint venturers or constitute an employment or agency relationship between you and us.
Headings in the Terms and the Privacy Policy are purely for reference and shall not affect the meaning of any term or condition. As used in the Terms and the Privacy Policy, the words "include," "including," "e.g.," "such as," and variations thereof shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words "without limitation." Any provision of the Terms or the Privacy Policy that must survive to allow us to enforce its meaning shall survive termination for any reason. Any Claim by or through you relating in any way to the Terms, the Privacy Policy, the Platform, the Content, or otherwise with respect to their subject matter, regardless of form or the basis of the Claim, must be brought within one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause of action arose) or else such cause of action is waived. A printed version of the Terms or the Privacy Policy, and of any electronic notice pertaining to the Terms or the Privacy Policy, shall be admissible in a judicial or administrative proceeding to the same extent, and subject to the same restrictions, as any other contract, document, or record originally in printed form.
The Terms constitute a written agreement between you and us.
Any and all disputes, demands, or Claims arising from or related to your access to and/or use of the Platform, Services, our Content, and/or these Terms shall be settled and resolved first by good faith efforts to amicably resolve the matter through discussion and negotiation (which may include mediation if both you and we so agree). If those efforts fail despite such good faith attempts, then the exclusive forum for resolution of any and all such disputes and claims shall be a state or federal court located in the State of Washington, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your state or country of residence or any other relevant state or country. You and we agree to personal jurisdiction and venue in such court in any such suit or action.
These Terms will be governed and interpreted by the laws of the State of Washington, without regard to its conflict of laws provisions.
If you reside in a country other than the United States, particularly in regions with specific data protection regulations such as the European Union (GDPR), United Kingdom (UK GDPR), or other jurisdictions with similar laws, additional data processing terms may apply and may be detailed in a separate data processing agreement. In the event of any conflict between these Terms and applicable data protection laws in your jurisdiction, the data protection laws shall prevail to the extent required by law. If you use the Platform from locations outside of the United States, you are responsible for compliance with applicable local laws.
For information and notices concerning our collection and use of your Personal Information, please review our Privacy Policy.
We may electronically monitor areas of the Platform and may disclose any Content, logs, records, or electronic communication of any kind (a) to satisfy any law, regulation, or government request; (b) if such disclosure is necessary or appropriate to operate the Platform; (c) to protect our rights or property or our third party partners, sponsors or advertisers, service providers, licensors, or any other user of the Platform; or (d) to improve our AI models and analytics capabilities, provided that any such use will be in accordance with our Privacy Policy and applicable data protection laws.
Any notices or other communications permitted or required hereunder, must be in writing.
For clarification on or if you have any questions regarding these Terms, the Privacy Policy, the Platform, the Services, or the Content or to report a violation of these Terms please email us at: [email protected].
To obtain a copy of these Terms, you may print a copy or contact us to request one.
Updated and effective as of May 6, 2025