Last Updated February 17, 2026

DeciSym IBM WatsonX Orchestrate Agent End User License Agreement

PLEASE READ THIS AGREEMENT CAREFULLY. BY PROVISIONING, ACCESSING, OR USING THE SERVICE THROUGH IBM CLOUD, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS, DO NOT PROVISION OR USE THE SERVICE.

1. Overview and Service Description

This End User License Agreement (“Agreement” or “EULA”) is a legally binding agreement between you (“Client,” “Customer,” “you,” or “your”) and DeciSym, LLC (“DeciSym,” “Provider,” “we,” “us,” or “our”) governing your access to and use of the DeciSym Conference Sales Research Agent (the “Service” or “Cloud Service”) available through the IBM Cloud catalog. Both DeciSym and Client are referred to collectively as the “Parties” and each as a “Party.”

The Service is a conference sales research agent designed for use with IBM watsonx Orchestrate. It creates intelligent connections between CRM data (such as Salesforce) and conference speaker information by generating RDF knowledge graphs using FOAF ontology, enabling natural language queries to discover sales opportunities. The Service incorporates AI Functionality, including large language models and machine learning systems, to process queries and generate outputs.

If you are accepting this Agreement on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these terms, and all references to “you” or “Client” shall refer to such organization.

Marketplace Hierarchy: If Client has purchased the Service through IBM Cloud or another authorized marketplace, to the extent there is any conflict between this Agreement and the terms of such marketplace, this Agreement shall prevail as between Client and DeciSym. Any additional rights granted to Client in such marketplace terms that are not contained in this Agreement apply only in connection with the marketplace operator, and Client may seek enforcement of such rights solely with the marketplace operator and not DeciSym.

2. Definitions

1. 1. “AI Functionality” means the generative AI tools, large language models, machine learning systems, and other AI-driven capabilities incorporated into the Service for processing queries, generating knowledge graphs, and producing outputs.
   2. “API Key” means the unique credential issued to Client upon provisioning a Service Instance, used to authenticate programmatic access to the Service.
   3. “Analytics Information” means non-identifiable, aggregated, or statistical data derived from Client’s use of the Service that does not identify any individual person or entity.
   4. “Authorized User” means Client’s employees, consultants, contractors, and agents who are authorized by Client to access and use the Service under the rights granted pursuant to this Agreement.
   5. “Beta Services” means any features, functionality, or services designated by DeciSym as beta, preview, experimental, early access, or similar.
   6. “Content” means all data, information, text, and other materials that Client provides, inputs, or makes accessible to the Service, including CRM contact data, Salesforce credentials, and conference information.
   7. “Instance” means each provisioned deployment of the Service within Client’s IBM Cloud account.
   8. “Knowledge Graph” means the RDF-formatted data structure generated by the Service representing relationships between CRM contacts and conference speakers.
   9. “Output” means the results, knowledge graphs, query responses, recommendations, and other materials generated by the Service from Client’s Content. For clarity, Output is distinct from the Service itself.
   10. “Plan” means the pricing and feature tier selected by Client during provisioning (e.g., Starter, Professional).
   11. “Query” means a natural language or structured request submitted to the Service through the API or dashboard interface.
   12. “Service Instance” means a specific provisioned deployment of the Service, identified by a unique instance_id assigned by the IBM Cloud platform.
   13. “Third-Party Services” means products, platforms, or services provided by third parties that the Service relies on, interoperates with, or utilizes, including IBM Cloud infrastructure, watsonx AI models, and Salesforce APIs.

3. License Grant and Access Rights

3.1 Grant of License

Subject to the terms and conditions of this Agreement, DeciSym grants Client a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the term of Client’s subscription, solely for Client’s internal business purposes and in accordance with the Service’s documentation.

3.2 Scope of Use

Client may:

1. 1. Provision and use Service Instances within Client’s IBM Cloud account as permitted by the selected Plan.
   2. Submit Queries to the Service through the provided API endpoints and dashboard interface.
   3. Where supported by the selected Plan, export or save Knowledge Graph data and Output generated from Client’s own Content for use within Client’s organization. Not all Plans include export or persistent storage capabilities; the availability of such features is determined by the Plan description in the IBM Cloud catalog.
   4. Authorize Authorized Users within Client’s organization to access the Service under Client’s account.
   5. Integrate the Service with Client’s existing business systems and applications via documented APIs, solely for Client’s internal business purposes.

4. Restrictions on Use

Client shall not, and shall ensure that Authorized Users do not:

1. 1. Use, copy, modify, or distribute the Service except as expressly permitted in this Agreement.
   2. Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, algorithms, or internal structure underlying the Service or the AI Functionality.
   3. Assign, resell, sublicense, or provide direct access to the Service to any third party outside Client’s organization.
   4. Combine the Service with Client’s value-add to create a Client-branded solution marketed to end customers without prior written consent from DeciSym.
   5. Use the Service to store, process, or transmit any data that violates applicable laws, regulations, or third-party rights.
   6. Attempt to circumvent any access controls, rate limits, metering systems, or tenant isolation mechanisms.
   7. Use the Service in a manner that could damage, disable, overburden, or impair the Service or interfere with any other party’s use.
   8. Use any of the Service’s components, files, modules, or related materials separately from the Service.
   9. Access the Service in order to build a competitive product or service, or to compete with DeciSym or its business.
   10. Use the Output to develop models that compete with DeciSym or the Service’s AI Functionality.
   11. Use the Service or Output to make automated decisions without human oversight that have a significant adverse impact on individual rights in areas such as employment, healthcare, finance, legal, housing, insurance, or social benefits.
   12. Disclose to any third party any performance information or analysis relating to the Service without DeciSym’s prior written consent.
   13. Use the Service to create deepfakes, synthetic media, or artificially generated content intended to deceive, mislead, or manipulate others.
   14. Attempt to cloak or conceal Client’s identity when accessing the Service.
   15. Attempt any of the foregoing or cause or permit any individual or entity to do any of the foregoing.

5. Client Responsibilities

5.1 Account and Credential Security

Client is solely responsible for maintaining the confidentiality and security of all API Keys, Salesforce credentials, account information, and other authentication materials associated with Client’s Service Instances. Client shall not share account credentials with any third party. Client is solely responsible for all activity that occurs under Client’s account and for any and all acts and omissions of Authorized Users. Any act or omission of an Authorized User will, for purposes of this Agreement, be deemed an act or omission of Client. Client must immediately notify DeciSym of any unauthorized use or security breach.

5.2 Salesforce API Compliance

Client represents and warrants that Client holds all necessary licenses, permissions, and authorizations to access and extract data from Client’s Salesforce instance through the Salesforce API. Client acknowledges that the Service accesses Salesforce using credentials provided by Client, and that Client is solely responsible for compliance with Salesforce’s API terms of service, including any applicable usage limits and data handling requirements. Any claims, disputes, or issues arising from Salesforce’s terms are handled exclusively between Client and Salesforce.

5.3 Data Accuracy

Client is solely responsible for the accuracy, quality, legality, and appropriateness of all Content provided to the Service. DeciSym does not validate or verify the accuracy of CRM data or conference information supplied by Client. DeciSym is not responsible for performing any backup of Client’s Content.

5.4 Compliance with Laws

Client must ensure that its use of the Service complies with all applicable laws and regulations, including data protection laws such as GDPR, CCPA, and any industry-specific regulations applicable to Client’s business.

6. AI Functionality, Output, and Human Oversight

6.1 Nature of AI Functionality

Client acknowledges and agrees that the Service incorporates AI Functionality, including large language models and machine learning systems, which by their nature may produce Outputs that are inaccurate, incomplete, unreliable, inappropriate, misleading, biased, or otherwise unsuitable for Client’s intended purposes. Outputs may contain factual errors, may misrepresent or mischaracterize information from source materials, may reflect biases present in training data, may include outdated or superseded information, may omit relevant information, and may draw inappropriate inferences or conclusions.

6.2 Human Oversight Requirements

Client agrees to:

1. 1. Maintain appropriate human oversight of all operations involving Output from the Service.
   2. Review, verify, evaluate, and validate all Outputs prior to relying upon, using, distributing, or otherwise making use of such Outputs.
   3. Not rely upon any Output without first independently verifying its accuracy, completeness, and suitability through reference to authoritative sources and Client’s own professional judgment.
   4. Implement review processes for decisions and content informed by the Service’s Output.
   5. Provide mechanisms for human intervention when needed.
   6. Regularly audit the performance and compliance of workflows that incorporate the Service.

6.3 Output Disclaimer

Client acknowledges and agrees that Outputs do not constitute professional advice of any kind, including but not limited to sales strategy, legal, financial, or business advice. Client should not make decisions based solely upon Outputs without conducting independent research and exercising professional judgment. Client assumes all risks associated with use of the AI Functionality and any Outputs generated thereby.

6.4 Client Responsibility for Output

Client is solely responsible for all decisions made by or through the use of Output, for ensuring Output compliance with applicable laws and regulations, and for any consequences arising from Client’s use of, reliance upon, or distribution of Output, regardless of whether such consequences are foreseeable.

7. Content, Data Protection, and Privacy

7.1 Ownership of Content

Use of the Service does not affect Client’s ownership or license rights in Content. Client retains all rights, title, and interest in and to Client’s Content, subject to the licenses granted herein.

7.2 License to Content

Client grants DeciSym a non-exclusive, royalty-free, non-transferable right and license to use, process, and analyze Content solely to provide, support, and maintain the Service, and to meet DeciSym’s obligations under this Agreement. DeciSym may share Content with Third-Party Service Providers to the extent required to perform the Service.

7.3 Third-Party AI Provider Data Sharing

IMPORTANT: Client acknowledges and agrees that the Service utilizes Third-Party Services, including IBM watsonx AI models and other AI providers, to process Queries and generate Outputs. Client’s Content (including Query text and CRM data excerpts) may be transmitted to these Third-Party Service Providers for processing. Client consents and authorizes DeciSym to share Content with Third-Party Service Providers to the extent required to perform the Service. Client acknowledges that certain Third-Party Service Providers may process Content pursuant to their own agreements with DeciSym, and that DeciSym will use commercially reasonable efforts to ensure such providers maintain appropriate confidentiality and security measures. DeciSym will identify its material Third-Party Service Providers upon Client’s written request.

7.4 Analytics Information

DeciSym may collect, process, and use Analytics Information derived from Client’s use of the Service, including non-identifiable, aggregated data and statistical information that does not identify any individual person or entity. DeciSym is and shall remain the sole and exclusive owner of all Analytics Information. DeciSym may use Analytics Information for purposes of providing, maintaining, and improving the Service, conducting research and development, and developing new products and services.

7.5 Tenant Isolation

Each Service Instance is provisioned with dedicated data isolation. Client’s Content is stored in isolated Cloud Object Storage resources and is not accessible to other tenants. DeciSym maintains strict tenant isolation using IBM Cloud IAM policies and scoped Service IDs.

7.6 Data Residency

Content is processed and stored within the IBM Cloud region selected by Client during provisioning. DeciSym does not transfer Content outside of the provisioned region unless required by law or with Client’s explicit consent.

7.7 Data Retention and Deletion

For session-based Plans (e.g., Starter), Content and generated Knowledge Graphs are retained only for the duration of the active session, are not persisted after session termination, and are not available for export or download. For Plans that include persistent storage, Content and Knowledge Graphs are retained for the duration of the subscription term and may be exported where such functionality is provided. Upon expiration, termination, or deprovisioning of a Service Instance, DeciSym will delete all associated Content within thirty (30) days, unless retention is required by applicable law.

7.8 Personal Data

If Client inputs personal data (including CRM contact records containing personal information) into the Service, Client is responsible for ensuring appropriate legal basis for such processing, including posting any required privacy notices and obtaining necessary consents from data subjects. DeciSym processes personal data solely as a data processor acting on Client’s instructions.

8. Data Scope and Prohibited Data Categories

8.1 Expected Data Scope

The Service is designed to process a limited set of CRM contact fields (specifically: first name, last name, email address, title, and account name) along with publicly available conference speaker information. DeciSym practices data minimization and does not extract or retain CRM fields beyond those required for Service operation.

8.2 Prohibited Data

Notwithstanding the limited extraction scope described above, Client represents and warrants that Content provided to the Service through any input channel — including Queries, CRM data, conference information, and dashboard interactions — does not and will not contain any of the following categories of information:

1. 1. Social security numbers or other government-issued identification numbers.
   2. Protected health information subject to HIPAA or other information regarding an individual’s medical history, mental or physical condition, or medical treatment or diagnosis.
   3. Health insurance information.
   4. Biometric information.
   5. Passwords for online accounts (other than Salesforce API credentials expressly required for Service operation).
   6. Credentials to financial accounts, including bank account numbers, routing numbers, and payment card information subject to PCI DSS.
   7. Tax return data.
   8. Credit reports or consumer reports, or information subject to the Gramm-Leach-Bliley Act or Fair Credit Reporting Act.
   9. Information subject to restrictions under data protection law governing personal data of children, including information about children under 13 years of age (or 16 in the EU).
   10. Any information that falls within special categories of data as defined in the GDPR or applicable law (e.g., racial or ethnic origin, political opinions, religious beliefs, trade union membership, genetic data, sexual orientation).

DeciSym shall have no liability for any damages arising from Client’s submission of prohibited data categories in violation of this Section.

9. Ethical Use and Compliance

9.1 Responsible Use

Client agrees to use the Service and all Output in an ethical and responsible manner, including:

1. 1. Implementing appropriate measures to detect and mitigate potential bias in Output, particularly when Output informs decisions about individuals (e.g., which contacts to prioritize for sales outreach).
   2. Providing clear disclosure to relevant stakeholders when business decisions are informed by AI-generated Output.
   3. Respecting individual privacy and data protection rights in all uses of the Service.
   4. Considering the potential impact of Service usage on individuals whose data is processed.

9.2 Regulatory Compliance

Client is responsible for ensuring its use of the Service and Output complies with:

1. 1. Industry-specific regulations applicable to Client’s business (e.g., financial services, healthcare).
   2. AI governance and transparency requirements in Client’s jurisdiction.
   3. Consumer protection and anti-discrimination laws.
   4. Employment and workplace regulations where applicable.

9.3 AI Transparency and Records

Client may be required to maintain records of AI-assisted decisions and workflows for regulatory compliance or audit purposes. DeciSym will provide reasonable assistance with compliance reporting where technically feasible and upon Client’s written request.

10. Pricing, Metering, and Payment

10.1 Pricing Plans

The Service is available under the pricing Plans defined in the IBM Cloud catalog listing. Charges are determined based on the Plan selected during provisioning and the applicable metering metrics (e.g., per-instance pricing, API call consumption). Client may not exceed the usage limitations specified in the selected Plan; any overage may be subject to additional charges.

10.2 Metering

DeciSym tracks usage through the IBM Cloud Usage Metering API. Usage data is submitted to IBM for billing purposes. Client acknowledges that DeciSym may meter both per-instance events (provisioning, deprovisioning) and consumption-based metrics (API Queries) as applicable to the selected Plan.

10.3 Payment

All charges are billed through IBM Cloud in accordance with Client’s IBM Cloud billing arrangement. DeciSym is not responsible for IBM Cloud platform fees, which are governed separately by Client’s agreement with IBM. To the extent permitted by applicable law, all fees paid are non-refundable.

10.4 Pricing Changes

DeciSym reserves the right to modify pricing for the Service. Pricing changes will not affect the current paid subscription period. DeciSym will provide advance notice of any pricing changes before they take effect. Client’s continued use of the Service after such notice constitutes acceptance of the new pricing terms.

11. Service Availability and Technical Support

11.1 Availability

DeciSym will use commercially reasonable efforts to maintain Service availability. The Service is hosted on IBM Cloud Code Engine and is subject to the availability of the underlying IBM Cloud infrastructure. Planned maintenance will be communicated with reasonable advance notice when practicable.

11.2 Service Level

Specific availability targets and service credit provisions, if any, are described in the Service Level Agreement published alongside this Agreement in the IBM Cloud catalog. If no separate SLA is published, the Service is provided on an “as-available” basis.

11.3 Technical Support

Support is available through the channels described in the Service’s IBM Cloud catalog listing. Support scope is limited to the Service itself and does not extend to Client’s Salesforce configuration, CRM data quality issues, or third-party integrations outside the Service boundary.

11.4 Service Evolution

DeciSym may, at its sole discretion, update, modify, or replace underlying AI models, algorithms, features, and Service architecture. Such changes may affect Output quality or behavior. DeciSym will provide reasonable notice of material changes where practicable, but is not liable for any impacts on Client’s workflows or business processes resulting from such changes. DeciSym may change the Service’s layout, form, design, and the availability of certain content, functions, or features from time to time.

12. Beta and Preview Services

From time to time, DeciSym may make Beta Services available at no additional charge as part of the Service. Beta Services are provided “AS IS” and “AS AVAILABLE” without any warranty, indemnity, support, or other obligation or liability whatsoever. Client may choose to use Beta Services at its sole discretion and risk. DeciSym may discontinue Beta Services at any time in its sole discretion and may never make them generally available. DeciSym shall have no liability for any harm or damage arising out of or in connection with Beta Services.

13. Free Trial

DeciSym may, at its sole discretion, offer a free trial subscription to the Service. Features available during a free trial may be limited. Notwithstanding anything to the contrary in this Agreement, during any free trial period, the Service is provided on an “AS IS” and “AS AVAILABLE” basis, and DeciSym will have no warranty, indemnity, support, or other obligations or liabilities with respect to the free trial. Upon termination or expiration of a free trial, Client will lose access to the Service and all data and functionality therein unless Client purchases a paid Plan.

14. Export Compliance

The Service is classified as EAR99 under the U.S. Export Administration Regulations (EAR). Client agrees to comply with all applicable export control laws and regulations, including U.S. and foreign export controls, economic sanctions, and other trade controls. Client shall not export, re-export, or transfer the Service or any related technical data to any country, entity, or person prohibited by applicable export laws without obtaining necessary government authorizations.

Client represents and warrants that Client is not located in, and will not use the Service from, any country subject to U.S. trade sanctions or comprehensive embargoes (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), and that Client is not listed on any U.S. government denied-party list maintained by OFAC or BIS, nor acting on behalf of any such person or entity.

15. Intellectual Property

15.1 DeciSym IP

DeciSym retains all rights, title, and interest in and to the Service, including all underlying software, algorithms, AI models, RDF processing engines, FOAF ontology implementations, APIs, documentation, and related intellectual property, including any derivative work, enhancement, update, or improvement. Nothing in this Agreement transfers any ownership rights in the Service to Client.

15.2 Client IP

Client retains rights to custom configurations, Content, and business logic and workflows created by Client. Client owns Output generated from Client’s Content, subject to the disclaimers and limitations in Section 6 and applicable law. Output may incorporate elements from AI training data and is not guaranteed to be unique across users. Client’s ability to export, download, or persistently store Output (including Knowledge Graphs) depends on the features available under Client’s selected Plan.

15.3 Third-Party Components

The Service may include open-source software components and third-party libraries. Notices for such components, if any, are included in the NOTICES or THIRD_PARTY_LICENSES file provided with the Service documentation. Client’s use of such components is subject to the applicable third-party license terms.

15.4 Feedback

If Client provides suggestions, ideas, or feedback regarding the Service (“Feedback”), such Feedback shall be deemed non-confidential, and DeciSym shall have a non-exclusive, royalty-free, worldwide, perpetual license to use, incorporate, or otherwise exploit such Feedback into the Service and other current or future products or services without restriction or obligation to Client.

16. Disclaimers and Limitation of Liability

16.1 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE, AI FUNCTIONALITY, AND OUTPUT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. FOODIB DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, RELIABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. FOODIB DOES NOT WARRANT THAT THE SERVICE WILL OPERATE UNINTERRUPTED, BE ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED.

16.2 AI-Specific Disclaimers

FOODIB MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING THE AI FUNCTIONALITY, THE OUTPUTS, OR OTHER INFORMATION OR RESULTS OBTAINED THROUGH THE SERVICE, INCLUDING WITHOUT LIMITATION THEIR ACCURACY, PERFORMANCE, QUALITY, RELIABILITY, SUITABILITY, COMPLETENESS, OR NON-INFRINGEMENT. CLIENT ACKNOWLEDGES THAT OUTPUTS MAY BE BASED ON PUBLICLY AVAILABLE DATA AND ARE GENERATED USING AI TOOLS, THE USE OF WHICH MAY RESULT IN OUTPUTS BEING INACCURATE, UNRELIABLE, BIASED, INCOMPLETE, OR OTHERWISE UNSUITABLE FOR CLIENT’S INTENDED PURPOSES.

16.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL FOODIB BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY. THIS INCLUDES, WITHOUT LIMITATION, DAMAGES ARISING FROM INACCURATE, BIASED, OR HARMFUL OUTPUTS; BUSINESS DECISIONS MADE BASED ON OUTPUT; INTEGRATION FAILURES WITH THIRD-PARTY SYSTEMS; AND DATA PROCESSING ERRORS OR DELAYS.

DeciSym’s total aggregate liability under this Agreement shall not exceed the amounts paid by Client for the Service during the twelve (12) months immediately preceding the event giving rise to the claim.

16.4 Third-Party Platforms

The Service relies on IBM Cloud infrastructure (including Code Engine and Cloud Object Storage) and may access Third-Party Services (such as Salesforce APIs and AI model providers). DeciSym makes no warranties regarding the availability, performance, or reliability of these Third-Party Services and shall have no liability for issues caused by Third-Party Service disruptions. DeciSym expressly disclaims any liability for losses to the extent caused by any Third-Party Services or Client’s compliance (or non-compliance) with applicable Third-Party terms.

17. Indemnification

17.1 Client Indemnification Obligations

To the maximum extent permitted by applicable law, Client will indemnify, defend, and hold DeciSym and its affiliates, officers, employees, and agents harmless against any damages, liabilities, losses, costs, or expenses (including reasonable attorneys’ fees) arising from or in connection with:

1. 1. Client’s access to or use of the Service and any Output generated therefrom.
   2. Content provided by Client, including any violation of third-party rights.
   3. Client’s breach or alleged breach of this Agreement.
   4. Client’s violation of applicable laws or regulations, including AI governance regulations.
   5. Discriminatory, harmful, or unauthorized use of the Service or Output by Client or Authorized Users.
   6. Claims arising from Client’s use of Salesforce data in connection with the Service.

17.2 Indemnification Process

If DeciSym directs Client to defend an indemnification claim, DeciSym has the right to approve counsel selected by Client and may have its own counsel participate at Client’s expense. Client will not settle any indemnification claim without DeciSym’s prior written consent.

18. Term and Termination

18.1 Term

This Agreement becomes effective when Client provisions a Service Instance through IBM Cloud and remains in effect until all Service Instances are deprovisioned or the Agreement is terminated (the “Term”).

18.2 Termination by Client

Client may terminate at any time by deprovisioning all Service Instances through IBM Cloud. Termination takes effect upon successful deprovisioning. Client remains liable for all fees accrued through the termination date.

18.3 Termination by DeciSym

DeciSym may immediately, and without prior notice, suspend or terminate Client’s access to the Service for: (a) Client’s material breach of this Agreement, including violation of the restrictions in Section 4 or the prohibited data provisions in Section 8; (b) non-payment of fees when due; (c) fraudulent, abusive, or illegal activity; (d) violation of applicable laws or regulations; or (e) as required by law, court order, or regulatory authority.

18.4 Termination for Convenience

DeciSym may, at its sole discretion and upon reasonable notice, cease operation of the Service (or any portion thereof). Client acknowledges that DeciSym assumes no responsibility for consequences arising from such discontinuation beyond its obligations under Section 18.5.

18.5 Effect of Termination

Upon termination or expiration: (a) Client’s right to access the Service ceases immediately; (b) all rights and licenses granted to Client automatically terminate; (c) Client must immediately cease all use of the Service; (d) DeciSym will delete Client’s Content in accordance with Section 7.7; (e) Client must delete all Confidential Information of DeciSym in Client’s possession. Sections 4, 6, 7.1, 7.4, 8, 15, 16, 17, 19, 20, and 21 survive termination.

18.6 IBM Cloud Reclamation

Client acknowledges that IBM Cloud may reclaim deleted Service Instances after a platform-defined reclamation period. DeciSym will process reclamation events in accordance with IBM Cloud’s resource lifecycle and will permanently delete associated data upon final reclamation.

19. Confidentiality

“Confidential Information” means any non-public information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”) in connection with this Agreement that is designated as confidential or should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, API Keys, Salesforce credentials, CRM data, pricing terms, technical documentation, and business strategies.

The Receiving Party will not disclose or use Confidential Information except as necessary to perform its obligations under this Agreement. Each Party agrees to protect the other Party’s Confidential Information with the same degree of care it uses to protect its own, but no less than reasonable care.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) is received from a third party without restriction; (c) was already known by the Receiving Party without restriction; or (d) is independently developed without reference to the Confidential Information. For the avoidance of doubt, DeciSym may share Content with its Third-Party Service Providers as needed to provide the Service, subject to Section 7.3.

20. Dispute Resolution and Arbitration

IMPORTANT: THIS SECTION REQUIRES ARBITRATION OF DISPUTES AND LIMITS HOW PARTIES CAN SEEK RELIEF. BOTH PARTIES WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTIONS, EXCEPT AS DESCRIBED BELOW.

20.1 Informal Resolution

Before either Party may initiate arbitration, the Parties agree to attempt to resolve any dispute informally by providing written notice and engaging in good faith negotiations for thirty (30) days. If not resolved, either Party may proceed to arbitration.

20.2 Binding Arbitration

Except for disputes relating to intellectual property rights or claims for equitable relief, all disputes arising out of or relating to this Agreement will be resolved by final and binding individual arbitration, not in court, before a neutral arbitrator. The arbitrator may award any relief available in court. Arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. All claims must be brought in an individual capacity, not as a class or representative action. The arbitrator may not consolidate claims or preside over any class or representative proceeding.

20.3 Opt-Out

Client may opt out of binding arbitration within thirty (30) days of first accepting this Agreement by sending written notice to legal@decisym.com. The notice must include Client’s name, address, and a clear statement of intent to opt out. If Client opts out, disputes shall be resolved in accordance with Section 21.1.

20.4 Limitation Period

To the extent permitted by law, any claim must be filed within one (1) year after it arises, or it is permanently barred.

21. General Provisions

21.1 Governing Law

Subject to the arbitration provisions in Section 20, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any disputes not subject to arbitration shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware. Notwithstanding the foregoing, DeciSym may seek equitable relief at any time in any court of competent jurisdiction.

21.2 Assignment

Client may not assign this Agreement without DeciSym’s prior written consent. DeciSym may assign this Agreement, including to a successor or affiliate, without notice or consent. Subject to the foregoing, this Agreement will bind and benefit each Party and its respective successors and assigns.

21.3 Publicity

Client agrees that DeciSym may use Client’s name and logo to identify Client as a user of the Service on DeciSym’s website, presentations, marketing materials, or other communications during and following the Term. Client may revoke this right at any time upon written notice to DeciSym.

21.4 Audits

DeciSym may, by itself or through an independent third party, audit Client’s use of the Service to verify fees payable and that Client is otherwise compliant with this Agreement. Client agrees to maintain complete and accurate records with respect to its use of the Service and provide reasonable access for purposes of conducting such audits. Such audits will be conducted in a manner that minimizes disruption to Client’s business.

21.5 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect.

21.6 Entire Agreement

This Agreement, together with any applicable IBM Cloud terms and the Service’s catalog listing, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, representations, and understandings. Any terms printed within Client’s purchase orders or other documents that are inconsistent with this Agreement shall be of no effect.

21.7 Modifications

DeciSym reserves the right to modify this Agreement at any time. Material changes will be communicated with at least thirty (30) days’ notice via the IBM Cloud catalog or other reasonable means. Client’s continued use of the Service after the effective date of changes constitutes acceptance. If Client does not agree to the updated terms, Client’s sole remedy is to deprovision the Service and terminate this Agreement.

21.8 Force Majeure

Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, pandemics, cyber-attacks, third-party service failures, labor disputes, or interruptions in telecommunications or internet services.

21.9 Notices

Electronic notice (including email) will satisfy any requirements that notice be in writing. Notices to DeciSym must be sent to legal@decisym.com. Notices to Client will be sent to the email address associated with Client’s IBM Cloud account or Service Instance.

21.10 Independent Contractor

DeciSym is an independent contractor. Nothing in this Agreement creates an agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship between the Parties, and neither Party has authority to contract for or bind the other.

21.11 No Third-Party Beneficiaries

No right or cause of action for any third party is created by this Agreement or any transaction under it, except as expressly provided herein.

21.12 Waiver

The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that Party’s right to enforce that provision or any other provision in the future. Any waiver must be in writing.

DeciSym, LLC

Email: support@decisym.ai