DENZO AI TERMS OF SERVICE

Last Updated: June 12, 2025

1. Introduction

Welcome to Denzo AI! Your use of our services, including the services we make available through this website and all related web sites, mobile sites, data files, visualizations and applications which link to these terms of service (the "Site") and to all software or services offered by us in connection with any of those (collectively, the "Services"), is governed by these terms of service (the "Terms"), so please carefully read them before using the Services. For the purposes of these Terms, "we," "our," "us," and "Denzo AI" refer to Kelyan LLC, the providers and operators of the Services.

In order to use the Services, you must first agree to these Terms. If you are registering for or using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these Terms. In that case, "you" and "your" will also refer to that organization, wherever possible.

You must be over 13 years of age to use the Services, and children under the age of 13 cannot use or register for the Services. If you are over 13 years of age but are not yet of legal age to form a binding contract (in many jurisdictions, this age is 18), then you must get your parent or guardian to read these Terms and agree to them for you before you use the Services. If you are a parent or guardian and you provide your consent to your child's registration with the Services, you agree to be bound by these Terms with respect of your child's use of the Services.

You agree your purchases and/or use of the Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Denzo AI or any of its affiliates regarding future functionality or features.

If you have entered into a separate written agreement with Denzo AI for use of the Services, the terms and conditions of such other agreement shall prevail over any conflicting terms or conditions in these Terms with respect to the Services specified in such agreement.

ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND DENZO AI WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

BY USING, DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING THE SERVICES OR ANY MATERIALS INCLUDED IN OR WITH THE SERVICES, YOU HEREBY AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, THEN YOU MAY NOT USE, DOWNLOAD, INSTALL, OR OTHERWISE ACCESS THE SERVICES.

CERTAIN FEATURES OF THE SERVICES OR SITE MAY BE SUBJECT TO ADDITIONAL GUIDELINES, TERMS, OR RULES, WHICH WILL BE POSTED ON THE SERVICE OR SITE IN CONNECTION WITH SUCH FEATURES. TO THE EXTENT SUCH TERMS, GUIDELINES, AND RULES CONFLICT WITH THESE TERMS, SUCH TERMS SHALL GOVERN SOLELY WITH RESPECT TO SUCH FEATURES. IN ALL OTHER SITUATIONS, THESE TERMS SHALL GOVERN.

2. Accounts

You must register an account with us (a "Customer Account") in order to use the Services. You agree to provide accurate and complete information in the creation of your Customer Account and agree to update this information with any changes. Your Customer Account is for your personal use only and you may not authorize others to use your account. You are responsible for ensuring that your access credentials are kept confidential and are not disclosed to any third party, and for all activity that occurs under your Customer Account. You agree to notify us immediately upon learning of any unauthorized access to your Customer Account or any other suspected security breach.

3. Content

You will be able to upload, create, host, transmit, share, publish or display information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) through use of the Services. All such information is referred to below as "User Content."

You are solely responsible for the development, content, and use of the User Content you upload to Denzo AI and you assume all risks associated with them, including intellectual property or other legal claims. By storing User Content with Denzo AI, you represent that you have all necessary rights to store, use and, if applicable, publicize that User Content, and that doing so does not conflict with, violate or misappropriate any third party legal rights, conflict with licenses you've granted to others, violate any applicable law or regulations, or any of our Terms.

You agree to immediately take down any User Content that violates these Terms, including pursuant to a takedown request from Denzo AI. Denzo AI doesn't actively monitor the User Content you upload, download or share. However, we reserve the right, in our sole discretion, to review and remove User Content and/or suspend your access to your account in the event we become aware that your use of our Services or User Content violate any of our Terms, or any applicable law and/or regulations.

4. Proprietary Rights

By submitting, posting or otherwise uploading User Content on or through the Services you give Denzo AI a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such User Content for the purpose of enabling Denzo AI to provide you with the Services.

You acknowledge and agree that Denzo AI (and/or Denzo AI's licensors) own all legal right, title and interest in and to the Services and that the Services are protected by copyrights, trademarks, patents, or other proprietary rights and laws.

5. License from Denzo AI and Restrictions on Use

Denzo AI gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Services solely in the manner permitted by these Terms.

You may not (and you may not permit anyone else to): (i) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof; or (ii) attempt to disable or circumvent any security mechanisms used by the Services or any applications running on the Services.

You agree that you will not upload, record, publish, post, link to, transmit or distribute User Content, or otherwise utilize the Services in a manner that: (i) advocates, promotes, incites, instructs, informs, assists or otherwise encourages violence or any illegal activities; (ii) infringes or violates the copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual property rights of any third party or Denzo AI; (iii) promotes, solicits or comprises inappropriate, harassing, abusive, profane, hateful, defamatory, libelous, threatening, obscene, indecent, vulgar, pornographic or otherwise objectionable or unlawful content or activity; (iv) is harmful to minors; (v) utilizes or contains any malware, viruses, or other harmful software; or (vi) violates any law, statute, ordinance, or regulation.

6. Privacy

These Services are provided in accordance with our Privacy Policy. You agree to the use of your User Content and personal information in accordance with these Terms and Denzo AI's Privacy Policy.

7. DISCLAIMER OF WARRANTY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

DENZO AI, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT DENZO AI, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.

IN NO EVENT SHALL DENZO AI'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED THE AMOUNT THAT YOU HAVE ACTUALLY PAID FOR THE SERVICES IN THE PAST TWELVE MONTHS, OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER.

9. Indemnification

You agree to hold harmless and indemnify Denzo AI, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Services, (c) your violation of applicable laws, rules or regulations in connection with the Services, or (d) your User Content.

10. Copyright Policy

We respect the intellectual property rights of others and expect our users to do the same. In accordance with the Digital Millennium Copyright Act, we will respond expeditiously to claims of copyright infringement committed using the Services if such claims are reported to our Designated Copyright Agent:

Kelyan LLC

Parpetsi St. 26, Apt. 28

Yerevan, Yerevan, 0002 Armenia

legal@denzo.ai

11. Disputes

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Denzo AI and limits the manner in which you can seek relief from us.

These Terms and any action related thereto will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. Except for small claims disputes, any dispute or controversy arising out of, in relation to, or in connection with these Terms or your use of the Services shall be finally settled by binding arbitration in Delaware under the Federal Arbitration Act.

You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section by emailing us at legal@denzo.ai. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration.

12. Contact Us

If you have any questions about these Terms or if you wish to make any complaint or claim with respect to the Services, please contact us at: legal@denzo.ai

When submitting a complaint, please provide a brief description of the nature of your complaint and the specific services to which your complaint relates.