Terms of Service

Effective 3 August 2026

These Terms of Service (the “Terms”) govern your use of the Dynamiks platform. They form a binding agreement between Dynamiks AI Corp (“Dynamiks”, “we”, “us”) and the company or organization that subscribes to the Service (“Customer”, “you”).

Dynamiks builds the Quarterback, an agentic layer that operates on top of your existing CRM. The Quarterback reads the history of your pipeline, produces two signals about it (Impact and Momentum), builds execution plans with your representatives, and, where you authorize it, writes updates back to your CRM. That last capability is the reason several sections below are unusual for a software agreement. We have tried to be explicit about what the Quarterback is permitted to do, what you remain responsible for, and what we may and may not do with the data you connect.

You accept these Terms by signing an Order Form that references them, by clicking to accept them, or by accessing the Service. If you are accepting on behalf of a company, you represent that you have authority to bind it.

1. Definitions

“Agent Action” means any operation the Quarterback performs against a Connected System, including creating, updating, or advancing a record.

“Authorized User” means an individual you permit to access the Service under your subscription, including employees, contractors, and Affiliates’ personnel.

“Affiliate” means an entity controlling, controlled by, or under common control with a party, where control means ownership of more than fifty percent of voting interests or the power to direct management. Your Affiliates may use the Service under your subscription, and you remain responsible for their use.

“Connected System” means a third party system you authorize the Service to access, including Salesforce, HubSpot, calendar and email systems, and messaging platforms.

“Customer Data” means data the Service receives from you or from a Connected System on your instruction, together with data your Authorized Users enter directly into the Service. Customer Data includes the personal data of your representatives and of the individuals recorded in your CRM.

“Decision” means one verdict issued by one agent about one deal. Section 9 defines this in full, because it is the unit on which Fees are calculated.

“Derived Signals” means outputs the Service computes about Customer Data, including Impact values, Momentum values, deal scores, and execution plans.

“Documentation” means the technical and user documentation we make available for the Service.

“Order Form” means the ordering document executed by the parties, or the online plan selection you complete, specifying the subscription tier, term, Decision allowance, and Fees.

“Service” means the Dynamiks platform, including the Quarterback, its agents, the web application, the APIs, and any agent interfaces.

“Subprocessor” means a third party we engage to process Customer Data in providing the Service, including infrastructure providers and model providers.

2. The Service

2.1 What the Service does

The Service ingests the record of your sales pipeline from Connected Systems, constructs a temporal representation of each opportunity, and applies a combination of language models and reinforcement learning models to produce Derived Signals and recommended actions. Depending on the operating mode you select, the Service may also perform Agent Actions in your Connected Systems.

2.2 What the Service is not

The Service produces analysis and recommendations about commercial activity. It does not provide legal, financial, tax, employment, or investment advice, and its outputs must not be used as the sole basis for any employment decision, including hiring, compensation, promotion, discipline, or termination.

If you intend to use Derived Signals in any process affecting an individual’s employment, you are responsible for the lawfulness of that use in every jurisdiction where your representatives work, including any obligations to notify, consult, or obtain consent, and for any human review requirement that applies. We ask that you tell us before you do so, because certain jurisdictions may make the use unlawful regardless of these Terms.

2.3 Changes to the Service

We develop the Service continuously and may add, modify, or remove features. We will not materially degrade the core functionality described in the Documentation during a paid subscription term without giving you at least thirty days’ notice. If we do materially degrade it, you may terminate the affected Order Form and receive a pro rata refund of prepaid, unused Fees.

2.4 Future functionality

Your subscription is for the Service as it exists at the time of your Order Form. It is not contingent on our delivery of any future feature, agent, or capability, and it is not dependent on any statement we have made about our roadmap in a demonstration, a proposal, a public presentation, or a conversation. If a specific future capability is material to your decision to subscribe, put it in the Order Form with a delivery date and a remedy.

2.5 Beta features

We may offer features designated as beta, preview, early access, or evaluation. These are optional, are not part of the Service for the purposes of Section 14.2, are not supported, and carry no availability commitment. We may change or withdraw them at any time and may never make them generally available. Unless we state otherwise, access to a beta feature expires on the earlier of one year from the start of your access or the date the feature becomes generally available. We accept no liability arising from a beta feature.

Beta agents that perform Agent Actions remain subject to Section 5 in full. Nothing in this section reduces your control over agent authority.

3. Accounts and Authorized Users

You are responsible for the security of your account credentials, for configuring access appropriately, and for the acts and omissions of your Authorized Users, who are treated as your own for the purposes of these Terms. Tell us promptly if you learn of unauthorized access. We support single sign on and multi factor authentication and recommend you require both.

Accounts must be registered to a named human. You may create service accounts for integration purposes where the Documentation provides for it.

4. Connected Systems

4.1 Your authorization

To provide the Service you must connect one or more Connected Systems. You represent that you have the right to grant that access, that the credentials or OAuth grants you provide are valid, and that connecting them does not breach your agreement with the provider of that system or the rights of any third party.

4.2 Scope of access

We access Connected Systems only as needed to provide the Service and only within the permission scope you grant. You control that scope. If you grant narrower permissions than the Service requires, some functionality will be unavailable, and we are not liable for the resulting degradation.

4.3 Third party dependence

Connected Systems are operated by third parties under their own terms. We are not responsible for their availability, their API rate limits, their changes to data models, or their suspension of your account. If a Connected System becomes unavailable or changes in a way that breaks an integration, we will make commercially reasonable efforts to restore it, but the outage is not a failure of the Service.

4.4 Third party infrastructure

Neither party is liable to the other for harm caused by a third party hosting provider, Connected System, or model provider acting outside that provider’s contractual obligations to us. This does not relieve us of our own obligations under Section 8.3 or of responsibility for our selection and oversight of Subprocessors.

4.5 Limits

Your Order Form states the number of Connected System instances covered by your subscription, including the number of distinct Salesforce or HubSpot organizations. Connecting additional instances requires an amended Order Form. Access rights are per named Authorized User; credentials may not be shared, though a user identifier may be reassigned when someone leaves the role. You may not permit access in a way that circumvents these limits, including through an intermediary system, a shared service account used by multiple people, or an agent operating on behalf of a party outside your organization.

If you exceed a limit, we will contact you and work with you to bring usage back within it. If that is not possible, you will execute an amended Order Form for the additional quantity or pay the invoice for the excess.

5. Agent Authority

This section governs what the Quarterback may do on your behalf. It takes precedence over any general statement elsewhere in these Terms.

5.1 Operating modes

The Service runs in one of three modes per Connected System, which you select and may change at any time:

• Observe. The Service ingests data and computes Derived Signals. It performs no Agent Actions and is not visible to your representatives.

• Read. The Service ingests data, computes Derived Signals, and surfaces recommendations to your representatives. It performs no Agent Actions.

• Write. The Service may perform Agent Actions within the scope you configure.

Write mode is off by default. Enabling it is an affirmative act by an administrator of your account.

5.2 Scope of Agent Actions in Write mode

In Write mode, you configure which categories of Agent Action are permitted, which objects and fields are in scope, and whether a given category requires confirmation by an Authorized User before it executes. We will honor that configuration. We will not perform an Agent Action outside the configured scope.

5.3 Responsibility for Agent Actions

You are responsible for Agent Actions performed within the scope you configured, whether or not an Authorized User reviewed the specific action, on the same basis as if an Authorized User had performed it. This is the trade you accept when you enable Write mode, and you should configure scope accordingly.

We remain responsible for Agent Actions that fall outside your configured scope, and for our failure to honor a suspension or revocation you validly issued.

5.4 Human oversight and reversal

The Service maintains a log of every Agent Action, attributable to the agent that performed it and the configuration in force at the time. You may query and export this log.

You may revoke Write authority, for one Connected System or entirely, at any time and by any administrator, and revocation takes effect without delay. Where a Connected System supports it, the Service provides a mechanism to reverse Agent Actions performed within a defined window; where it does not, reversal is your responsibility using that system’s own facilities.

5.5 No engagement on your behalf without instruction

The Service will not send communications to your customers or prospects unless you have expressly enabled that capability and configured its scope. Where enabled, you remain the sender of record and are responsible for compliance with all laws governing commercial communications, including consent, disclosure, and opt out requirements.

6. Acceptable Use

You may not, and may not permit any Authorized User to:

1. use the Service in violation of applicable law, including data protection, employment, competition, and export control law;

2. connect a system you are not authorized to connect, or feed the Service data you have no right to process;

3. use the Service to surveil individuals for purposes unrelated to pipeline management, including tracking location, monitoring private communications, or evaluating protected characteristics;

4. attempt to extract, reconstruct, or reverse engineer the models underlying the Service, including by systematic querying designed to reproduce model behavior or training data;

5. use outputs of the Service to develop a competing product or model;

6. resell, sublicense, or provide the Service to a third party, or include it in a service bureau or outsourcing offering, except as expressly permitted for your Affiliates;

7. circumvent metering, rate limits, or access controls;

8. probe or test the security of the Service other than under a written authorization from us;

9. upload malicious code, or use the Service to distribute it.

We may suspend access under Section 11.5 for a violation of this section.

7. Customer Data

7.1 Ownership

Customer Data is yours. Nothing in these Terms transfers ownership of it to us.

7.2 License to operate the Service

You grant us a non exclusive, worldwide, royalty free license to host, copy, transmit, process, and display Customer Data, and to create Derived Signals from it, solely to provide, secure, and support the Service for you and to meet our obligations under these Terms. This license ends when the data is deleted under Section 11.6, except for copies retained in routine backups until those backups expire.

7.3 Model training

This section is likely to matter more to your legal team than any other, so we state our position plainly.

We do not train models on your Customer Data by default. Customer Data is not used to train, fine tune, or otherwise improve models that serve any other customer unless you opt in under Section 7.4.

We do use Customer Data to compute Derived Signals for you, and we do operate models on it in the course of serving you. Neither of those is training, and neither causes your data to influence outputs delivered to any other customer.

We use aggregated statistics that cannot identify you, your Authorized Users, your customers, or your deals to monitor and improve the Service. Aggregation for this purpose is performed across a population large enough that no individual record is recoverable, and we do not publish aggregated statistics in a form that identifies you as their source without your consent under Section 15.3.

7.4 Opt in training

If you wish to permit us to use your Customer Data to train models, that permission must be given in a separate written instrument signed by an authorized signatory, not by acceptance of these Terms and not by a setting in the product. That instrument will specify the data in scope, the retention period, whether the resulting model may serve other customers, and any commercial consideration.

You may withdraw the permission prospectively at any time. Withdrawal does not require us to retrain or discard a model already trained, and we will say so explicitly in that instrument rather than leave it implied here.

7.5 Model providers

The Service sends portions of Customer Data to third party model providers to generate language model outputs. Our current model providers are listed on our Subprocessors page. We do not permit model providers to train on Customer Data we send them. If we add or replace a model provider, we will update the Subprocessors page and notify you under Section 8.2.

7.6 Derived Signals

We own the methods, models, and software that produce Derived Signals. As between the parties, the Derived Signals computed about your Customer Data are yours to use, and we grant you a license to use them for your internal business purposes. We may retain Derived Signals in an anonymized form for the aggregate purposes described in Section 7.3.

8. Privacy, Security, and Subprocessors

8.1 Data protection

Where we process personal data on your behalf, we do so as processor and you as controller. We will enter into a data processing agreement with you covering that processing, including international transfers, security measures, breach notification, and assistance with data subject requests. A copy is available on request and will be executed alongside your Order Form. Where the GDPR or UK GDPR applies, that agreement incorporates the European Commission’s standard contractual clauses for transfers outside the EEA or UK.

The Service is hosted in the United States. If you are located in the EEA or the UK, your Customer Data will be transferred to and stored in the United States.

Under the California Consumer Privacy Act, we act as a service provider. We do not sell or share personal data.

You are responsible for having a lawful basis for the personal data you connect, including the personal data of the contacts recorded in your CRM and of your own representatives, and for providing any notice they are owed.

8.2 Subprocessors

Our current Subprocessors are listed on our Subprocessors page. We will give at least thirty days’ notice there before adding or replacing a Subprocessor that processes Customer Data. If you reasonably object on data protection grounds within that period, we will work with you in good faith to find an alternative, and if we cannot, you may terminate the affected Order Form and receive a pro rata refund of prepaid, unused Fees.

8.3 Security

We maintain administrative, technical, and physical safeguards designed to protect Customer Data. These include encryption of data in transit and at rest, access controls limiting Customer Data to personnel who need it, logging of access, and separation of production from development environments. We will notify you without undue delay of any breach affecting your Customer Data.

8.4 Our access to your data

Our personnel access Customer Data only to respond to a support request you raise, to investigate an error or security incident, or where compelled by law. Access is logged and is limited to the least privilege necessary.

9. Decisions, Fees, and Billing

9.1 What a Decision is

Fees are calculated per Decision. A Decision is one verdict issued by one agent about one deal. Examples of a single Decision include: a scoring agent producing a score for one deal on one snapshot; a closing agent returning a should close or keep open verdict on one deal; a churn agent returning a verdict on one account.

Because a deal is re evaluated at each snapshot, each snapshot that produces a verdict is a separate Decision.

9.2 What is not a Decision

The following are not metered and are not billed as Decisions:

• the analysis and inferences performed to reach a verdict, however many model calls that requires;

• ingesting, reading, or synchronizing records from a Connected System;

• writing an update to a record in a Connected System;

• displaying, exporting, or re displaying a previously computed Decision.

We state this exclusion expressly because you should not be exposed to unpredictable charges as a function of how our models happen to be implemented.

9.3 Allowance and overage

Your Order Form states a Decision allowance for the billing period. If you exceed it, you may purchase additional Decision packages at the rates on your Order Form. Exceeding your allowance does not automatically upgrade your subscription tier, and we will not upgrade you without your written agreement. If you exceed your allowance without purchasing a package, we will notify you and may throttle Decision processing until you do.

9.4 Metering and disputes

We maintain the metering record and make current Decision consumption visible in the Service. If you dispute a Decision count, notify us within thirty days of the invoice date, and we will provide the underlying log for the disputed period. Amounts genuinely in dispute are not due until the dispute is resolved; the remainder of the invoice remains due.

9.5 Payment

Fees are stated in US dollars and are due within thirty days of invoice unless the Order Form says otherwise. Fees are exclusive of taxes, and you are responsible for taxes other than those on our net income. Late amounts accrue interest at the lower of one percent per month or the maximum permitted by law. Fees are non refundable except where these Terms expressly provide otherwise.

9.6 Price changes and renewal

Prices are fixed for the duration of a paid term already in progress. On renewal, per unit pricing may increase by up to seven percent over the prior term automatically. Any increase beyond that requires at least sixty days’ notice before the renewal date, and if you do not accept it you may decline to renew under Section 11.1.

If your Decision volume for a renewal term is lower than the prior term, pricing for the renewal term is set at the rate applicable to the new volume rather than carried over from the prior term’s per unit rate. Volume discounts follow volume in both directions.

Promotional, pilot, and one time rates do not carry into a renewal term unless the Order Form says they do.

9.7 Late payment and suspension

If an amount is thirty days or more overdue and is not the subject of a good faith dispute under Section 9.4, we may suspend the Service until it is paid, after giving you at least ten days’ written notice. We will not suspend, and will not accelerate unpaid amounts, while you are disputing a charge reasonably and cooperating to resolve it.

Suspension for non payment does not revoke your data export rights under Section 11.6.

10. Agent Interfaces and Sandbox

10.1 Agent access to your instance

Where we make programmatic or agent to agent interfaces available for your instance, access is governed by these Terms and by the same operating mode and scope constraints in Section 5. An external agent acting through such an interface with your credentials is an Authorized User for the purposes of Section 3, and you are responsible for its actions.

10.2 Demonstration sandbox

We operate a demonstration environment containing synthetic data, which may be reachable by third party agents without a subscription. That environment is provided as is, contains no Customer Data, and carries no availability, security, or support commitment. Nothing done in it creates any agreement between us and the party operating the agent beyond a license to use it for evaluation, and we may change or withdraw it at any time. Data submitted to the sandbox should be treated as public.

11. Term, Termination, and Suspension

11.1 Term

These Terms begin when you first accept them and continue while any Order Form is in force. Each Order Form runs for the term it states and renews for successive terms of the same length, or one year, whichever is shorter, unless either party gives notice of non renewal at least sixty days before the end of the current term.

11.2 Termination for convenience

Either party may decline to renew under Section 11.1. Termination for convenience mid term does not entitle you to a refund of prepaid Fees, except as Sections 2.3, 8.2, and 11.4 provide.

11.3 Termination for cause

Either party may terminate for material breach if the breach is not cured within thirty days of written notice. Either party may terminate immediately on the other’s insolvency, assignment for the benefit of creditors, or appointment of a receiver.

11.4 Effect of termination

On termination or expiry: your right to access the Service ends; Write authority is revoked automatically; Fees accrued before termination become due; and each party returns or destroys the other’s Confidential Information, subject to Section 11.6 and to backup retention.

11.5 Suspension

We may suspend access, in whole or in part, where continued access presents a security risk to the Service or to another customer, where required by law, or where you materially breach Section 6. We will tailor a suspension as narrowly as the circumstances allow, and we will give notice before suspending unless doing so would worsen the risk. Suspension does not relieve you of Fees for the suspended period unless the suspension was our error.

11.6 Export and deletion

For thirty days after termination you may export Customer Data and Derived Signals through the Service or by requesting an export from us. After that period, we delete Customer Data from active systems within thirty days and from backups within ninety days, except where retention is required by law. On request we will confirm deletion in writing.

Because the Service writes to your own CRM, note that termination does not remove records the Quarterback created or updated in a Connected System. Those records are yours and remain where they are.

12. Confidentiality

Each party will protect the other’s Confidential Information with at least reasonable care, will use it only to perform under these Terms, and will disclose it only to personnel and advisors who need it and are bound by comparable obligations.

Confidential Information excludes information that is or becomes public without fault, was already rightfully known, is independently developed without use of the other party’s Confidential Information, or is rightfully received from a third party. A party compelled by law to disclose may do so after giving the other reasonable notice where legally permitted.

Customer Data is your Confidential Information. These obligations survive termination for three years, and indefinitely for anything that qualifies as a trade secret.

13. Intellectual Property

We own the Service, the models, the Documentation, and all improvements to them, including any improvements suggested by your Feedback. You own Customer Data and receive the license to Derived Signals granted in Section 7.6. Neither party acquires rights in the other’s trademarks. You may not copy the visual design, front end code, or interface concepts of the Service.

Feedback. If you give us suggestions about the Service, we may use them without restriction and without obligation to you. Feedback is not your Confidential Information, and we will not treat it as such even if you mark it so. If you do not want that outcome for a particular disclosure, do not send it as Feedback; raise it under a non disclosure agreement instead.

14. Warranties and Disclaimers

14.1 Mutual

Each party warrants that it has authority to enter into these Terms.

14.2 Our warranty

We warrant that (a) the Service will perform materially as described in the Documentation during a paid subscription term, and (b) we will not knowingly introduce malicious code into your systems or into a Connected System. Your exclusive remedy for breach of this warranty is for us to correct the non conformity, or if we cannot within a reasonable period, to terminate the affected Order Form and refund prepaid, unused Fees.

14.3 Disclaimer for model outputs

The Service uses machine learning models. Their outputs are probabilistic. Impact values, Momentum values, scores, plans, and recommendations are estimates, not statements of fact, and they will sometimes be wrong.

We do not warrant that any Derived Signal is accurate, that any recommended action is optimal, or that following a recommendation will produce any particular commercial result. You are responsible for exercising judgment before acting on an output, and for configuring Write scope in a way that reflects the level of trust you actually have in the Service.

14.4 General disclaimer

Except as stated in Sections 14.1 and 14.2, the Service is provided as is and as available, and we disclaim all other warranties, express, implied, or statutory, including merchantability, fitness for a particular purpose, title, and non infringement. We do not warrant uninterrupted or error free operation. Beta and preview features are excluded from Section 14.2 entirely and are provided as is.

15. Liability and Indemnification

15.1 Limitation

Neither party is liable for indirect, incidental, special, punitive, or consequential damages, or for lost profits, lost revenue, or lost data, however caused. Each party’s total aggregate liability arising out of these Terms is capped at the Fees you paid or owed in the twelve months preceding the event giving rise to the claim.

These limits do not apply to: your payment obligations; either party’s indemnity obligations under Section 15.2; breach of confidentiality; or liability that cannot be limited by law, including fraud, willful misconduct, and death or personal injury caused by negligence.

15.2 Indemnities

By us. We will defend you against a third party claim that the Service, used as permitted, infringes that third party’s patent, copyright, trademark, or trade secret, and will pay damages finally awarded or settlement amounts we approve. This does not apply to claims arising from Customer Data, from your use in breach of these Terms, from combination with anything we did not supply, or from your continued use after we asked you to stop. If the Service becomes the subject of such a claim, we may procure the right to continue, modify it, or terminate the affected Order Form and refund prepaid unused Fees.

By you. You will defend us against a third party claim arising from Customer Data, from your breach of Section 4.1 or Section 6, or from an Agent Action within the scope you configured, and will pay damages finally awarded or settlement amounts you approve.

Each indemnity is conditioned on prompt written notice, sole control of the defense by the indemnifying party, and reasonable cooperation by the indemnified party at the indemnifying party’s expense. The indemnifying party may not settle a claim in a way that imposes any obligation or admission on the indemnified party without that party’s written consent, which will not be unreasonably withheld. This section states each party’s entire liability and the other’s exclusive remedy for the claims it covers.

15.3 Publicity

Neither party will use the other’s name or logo publicly without prior written consent. Consent given for a specific use may be withdrawn prospectively on written notice, though we are not required to recall materials already distributed.

16. Support and Availability

We provide support by email and in product during business hours in the Pacific time zone. We do not currently offer a contractual uptime commitment or service credits. Where an Order Form states a support level or availability commitment, that Order Form governs.

Planned maintenance is excluded from any availability calculation, and we will give advance notice where practicable. Unavailability caused by a Connected System, by a model provider, or by force majeure is excluded.

17. Changes to These Terms

We may update these Terms. For material changes, we will give at least thirty days’ notice by email to your account administrators and by posting a notice in the Service, and the change takes effect at the start of your next renewal term rather than mid term. Non material changes take effect on posting, and the effective date at the top of this page is updated.

If a material change is unacceptable to you and we cannot agree an alternative, you may terminate the affected Order Form at the end of the current term.

18. General

Contracting entity. The Service is provided by Dynamiks AI Corp. Dynamiks Labs SAS performs development work for Dynamiks AI Corp and is not a party to these Terms.

Governing law and venue. California law governs, without regard to conflict of law rules, and the state and federal courts located in San Francisco, California have exclusive jurisdiction. The UN Convention on Contracts for the International Sale of Goods does not apply.

Notices. Legal notices to us must be in writing to legal@dynamiks.ai. Notices to you go to the administrator addresses on your account. Support tickets and in product messages are not legal notice.

Assignment. Neither party may assign these Terms without the other’s consent, except to a successor in a merger, acquisition, or sale of substantially all assets, on notice.

Subcontracting. We may use subcontractors and remain responsible for their performance.

Force majeure. Neither party is liable for failure to perform due to causes beyond its reasonable control, excluding payment obligations.

Independent contractors. The parties are independent. Nothing here creates a partnership, agency, or employment relationship.

Anti-corruption. Neither party has offered or received any improper payment, gift, or thing of value in connection with these Terms. Reasonable business hospitality is excluded. Each party will notify the other of any violation it becomes aware of.

Severability and waiver. If a provision is unenforceable, it is modified to the minimum extent necessary or severed, and the rest continues. A failure to enforce is not a waiver.

Entire agreement and precedence. These Terms, the data processing agreement, and any Order Form are the entire agreement and supersede prior discussions. In a conflict, the order of precedence is: a signed negotiated agreement, then the Order Form, then the data processing agreement, then these Terms.

Counterparts. These Terms and any Order Form may be executed in counterparts, including by electronic signature, each of which is an original and all of which together form one instrument.

Survival. Sections 7, 12, 13, 14.4, 15, and 18 survive termination, along with any other provision that by its nature should.

Export and sanctions. You represent that you are not subject to sanctions administered by the United States, the European Union, or the United Kingdom, and that you will not use the Service in violation of applicable export control law.

Contact

Questions about these Terms: legal@dynamiks.ai

Security disclosures: abuse@dynamiks.ai

Data protection enquiries: privacy@dynamiks.ai