Terms & Conditions
About Zayon and the Service 

Zayon provides decision infrastructure for financial institutions through decision engines delivered as a service via API (Decision as a Service – DaaS).

Zayon’s services enable clients to integrate decision intelligence into their existing systems, operating in dedicated or logically segregated environments, with governance, explainability, and scalability.

Zayon does not provide consulting services, human recommendations, or financial advice, nor does it make decisions on behalf of its clients.

Acceptance of Terms
By accessing and using Zayon’s Decision Intelligence (DI) APIs, you agree to these Terms of Use and to our Privacy Policy. If you do not agree to these terms, you must immediately discontinue use of the software.
Nature of the Service

The services provided by Zayon constitute the ongoing provision of technology services and do not constitute:

• a software license;

• an assignment or transfer of technology;

• decision outsourcing; or

• delegation of decision-making responsibility.

The client uses Zayon’s services as technical infrastructure while retaining full control over:

• policies;

• rules;

• parameters;

• strategies; and

• the application of generated outputs.

Integration, APIs, and Use of the Infrastructure
Access to Zayon’s services is provided through APIs and technical integrations, in accordance with the applicable documentation and the limits defined contractually.

The client agrees to:

• use the APIs appropriately;

• comply with applicable volume, latency, and call limits;

• not exploit vulnerabilities; and

• not reverse engineer or attempt to extract models.

Zayon may monitor the technical use of its infrastructure for purposes including:

• security;

• service stability;

• abuse prevention; and

• contractual compliance.

Dedicated Environment and Security
Zayon’s services operate in a dedicated or logically segregated environment for each client, ensuring operational isolation and protection of information.

Zayon implements technical and organizational measures consistent with industry standards to ensure:

• data protection;

• service continuity;

• access control; and

• infrastructure integrity.

Data and Client Responsibilities
The client is solely responsible for:

• the data provided to or integrated with the service;

• the legality of collecting and using such data; and

• the quality, completeness, and currency of the information.

Zayon does not validate, correct, or guarantee the accuracy or truthfulness of the data received.

Outputs generated by the decision engines reflect solely:

• the data provided;

• the business rules configured by the client;

• the policies defined by the client; and

• the agreed operational logic.

The user agrees to:

• use Zayon’s Decision Intelligence solution lawfully, ethically, and strictly for the purposes agreed under the applicable contract;

• fully respect Zayon’s intellectual property rights;

• not reverse engineer, copy, modify, redistribute, commercially exploit, or otherwise attempt to access the internal workings of the models, APIs, or infrastructure;

• maintain the confidentiality and security of access credentials and assume full responsibility for all activities carried out under its account; and

• not use the solution in any manner that could compromise the security, stability, or reputation of Zayon, its other clients, or third parties.

Decision Outputs and Limitation of Liability
Outputs provided by Zayon constitute technical responses generated by AI-powered decision engines and do not constitute:

• a final decision;

• advice;

• a guarantee of results; or

• an assumption of operational, financial, or regulatory risk.

The final decision, its implementation, and its effects are the sole responsibility of the client.

Generated outputs depend directly on the quality, accuracy, currency, and completeness of the data provided by the user.

Zayon does not guarantee the effectiveness, absolute accuracy, or suitability of the outputs for any specific purpose.

The user is solely responsible for ensuring:

• the quality of the data used;

• the appropriateness of the parameters; and

• the proper application of the outputs within its internal processes.

Zayon shall not be liable for:

• financial losses;

• regulatory impacts;

• decisions, actions, or omissions taken based on such outputs; or

• failures resulting from inadequate data or improper use.

The client acknowledges that it must consider other relevant factors and exercise its own judgment when applying the results.

Intellectual Property
All rights relating to:

• AI models;

• decision engines;

• architectures;

• APIs;

• documentation; and

• methodologies

remain exclusively owned by Zayon.

Use of the service does not grant the client any ownership, copying, modification, or exploitation rights in the underlying technology.

Use of Data for Improvement
By default, client data is not used to train global models.

Any use of data for the purposes of service improvement, research, or enhancement:

• will be agreed upon in advance;

• will be conducted in anonymized and aggregated form; and

• will comply fully with applicable law.

Data Protection and LGPD
Zayon implements practices including:

• encryption of data at rest and in transit;

• permission-based access controls; and

• continuous infrastructure monitoring.

Data will not be shared with third parties without express authorization, except where required by law or necessary to provide the service.

The parties acknowledge their respective roles under applicable data protection laws, including Brazil’s General Data Protection Law (LGPD).

The processing of personal data will be governed by:

• these Terms;

• the main agreement; and

• where applicable, a specific Data Processing Agreement (DPA).

Customizations
Customizations, adjustments, or specific functionalities may only be implemented pursuant to a formal agreement with Zayon.

Customization requests will be assessed from technical, operational, regulatory, and security perspectives and, if approved, will be subject to:

• a specific contractual amendment;

• defined timelines; and

• additional financial terms.

Limitation of Liability
Zayon undertakes to keep the solution operational and technically up to date, in accordance with industry best practices.

However:

• Zayon does not guarantee uninterrupted or error-free operation, particularly in circumstances beyond its reasonable control, such as internet outages, failures of third-party infrastructure, or force majeure events.

• Zayon shall not be liable for indirect damages, loss of profits, or impacts resulting from temporary service unavailability.

• In the event of an interruption, Zayon will take reasonable measures to restore the service as soon as reasonably practicable, without assuming liability for losses arising from such unavailability.

Audit and Transparency in Data Use
The user may request audits to understand how its data is used within the decision infrastructure, subject to applicable technical, contractual, and regulatory limitations.

The purpose of such audits is to support verification of the consistency and suitability of the data provided and does not constitute a guarantee of results, final accuracy, or performance of decision outputs.

AI Interpretability and Explainability
Zayon recognizes the importance of transparency and develops its decision infrastructure with explainability and audit mechanisms.

The user acknowledges, however, that:

• due to the complexity of AI models, not all decisions may be fully explainable at a granular level, particularly in scenarios involving large volumes of data or complex patterns.

Zayon shall not be liable for failures of interpretation or for the user’s inability to fully understand the internal workings of the models.

AI Warranties and Limitations
Zayon continuously works to improve its models and algorithms. Nevertheless:

• it does not guarantee the absence of errors;

• it does not guarantee suitability for all operational contexts; and

• it acknowledges technical limitations inherent to AI technology.

The accuracy of outputs directly reflects the data used, the parameters defined, and the limitations of the applicable model.

Data Processing for AI
The data provided is essential to the operation of the solution and will be processed confidentially in accordance with the parameters defined by the user.

Data quality directly affects the performance of decision outputs.

Responsibility for Data Quality and Legality
The user is solely responsible for:

• obtaining any necessary consents;

• ensuring legal compliance; and

• ensuring that the data is accurate, complete, and up to date.

Data Retention and Deletion
Data will be retained only for the period necessary to fulfill contractual purposes or legal requirements. The user may request deletion, except where retention is legally required.

Sharing with Third Parties
Data may only be shared with:

• essential service providers subject to contractual confidentiality obligations; and

• competent authorities when required by law.

Infrastructure and Model Security
Zayon continuously improves its information security practices. However, no technological solution can completely eliminate all cybersecurity risks and threats.

Consent to Data Processing
By using the solution, the user expressly consents to the processing of data as described in these Terms.

Service Security and Integrity
The insertion of malicious code or any action that compromises the infrastructure is prohibited. Zayon may suspend access in the event of a violation.

Security Incident Notification
In the event of a security incident that may affect data or systems related to this agreement, the affected party shall notify the other party within a reasonable period after becoming aware of the incident, providing information regarding the nature of the incident, the data or systems potentially affected, and the measures taken for containment and remediation.

The parties shall use commercially reasonable efforts to cooperate in the investigation, mitigation of impacts, and implementation of corrective measures, subject to applicable legal and regulatory obligations.

User Access
Access is restricted to the contracting company and its authorized users. Data is not shared between clients.

LGPD and Roles of the Parties
The client is the data controller. Zayon acts as the data processor and maintains appropriate security measures.

Suspension and Termination
Zayon may suspend or terminate access to the services in the event of:

• violation of these Terms;

• improper use of the infrastructure;

• a risk to the security or stability of the service; or

• contractual default.

Changes to the Terms
Zayon may update these Terms to reflect:

• technological developments;

• regulatory changes; or

• operational adjustments.

Updated versions will become effective as communicated to clients.

Penalties for Violations
A violation may result in:

• suspension or termination;

• civil liability; and

• the adoption of applicable legal measures.

The client agrees to indemnify Zayon for damages arising from violations.

Force Majeure
Zayon shall not be liable for events beyond its reasonable control.

Prohibited Uses
The following are prohibited, among other things:

• illegal or fraudulent use;

• improper manipulation of data;

• compromising security; and

• infringement of intellectual property rights.

Disclaimer of Warranties
The API is provided “as is,” without express or implied warranties.

General Provisions
These Terms constitute the entire agreement between the parties.

Governing Law and Jurisdiction
These Terms are governed by the laws of the Federative Republic of Brazil.

The parties hereby elect the courts of São Paulo, State of São Paulo, Brazil, as the exclusive jurisdiction, expressly waiving any other jurisdiction, except as otherwise specifically provided in the applicable agreement.

Contact
Email: suporte@zayon.tech