LYRIO.AI

Terms and Conditions

Last updated August 5, 2025

These Terms and Conditions (the “Terms”) constitute a legally binding agreement made between you and Skywood AI, Inc. ("Skywood", “we," or “us"), concerning your access to and use of the Service (as defined below). The Service is offered subject to your acceptance of all terms and conditions set forth herein.

PLEASE READ THESE TERMS CAREFULLY. BY CLICKING “I ACCEPT” OR BY ACCESSING OR USING THE SERVICE IN ANY MANNER, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND BY SUCH OTHER TERMS, CONDITIONS, POLICIES, AND DOCUMENTS THAT MAY BE INCORPORATED HEREIN BY REFERENCE, INCLUDING, WITHOUT LIMITATION, THE SKYWOOD PRIVACY POLICY; (B) AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE); AND (C) IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, REPRESENT AND WARRANT THAT YOU HAVE THE ORGANIZATIONAL AND LEGAL AUTHORITY TO ACCEPT THESE TERMS ON SUCH COMPANY’S OR OTHER ORGANIZATION’S BEHALF AND TO BIND SUCH COMPANY OR ORGANIZATION. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE IN ANY MANNER.

THESE TERMS MAY REQUIRE THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS, IN ACCORDANCE WITH THE TERMS OF SECTION 22 (DISPUTE RESOLUTION) BELOW.

SKYWOOD MAY REFUSE ACCESS TO OR USE OF THE SERVICE FOR NONCOMPLIANCE WITH ANY PART OF THESE TERMS. THESE TERMS ARE VOID WHERE PROHIBITED BY LAW, AND ANY RIGHTS TO ACCESS OR USE THE SERVICE ARE REVOKED IN SUCH JURISDICTIONS.

1. THE SERVICE. Skywood operates an AI-powered platform, known as “Lyrio.ai,” accessible through its website with a homepage at www.lyrio.ai, including such subdomains and other websites and applications as Skywood may designate from time to time (the “Site”), and including all features, content, tools, applications, application program interfaces, widgets and other tools and services included on or available through the Site (collectively with the Site, the “Service”), which Service facilitates the efficient generation of content using chats and threads under multiple LLMs.

2. APPLICABILITY. As used herein, “you” means the natural person or entity that has agreed to be bound by these Terms, including, without limitation, (i) individuals or companies that register for, and access and use, the Service in their personal capacity under free of charge plan (ii) individuals or companies that purchase the Service on a subscription (the “Subscribers”).

3. CHANGES TO THE TERMS. Skywood reserves the right to modify or change these Terms, in whole or in part, at any time and in its sole discretion. Any modifications or changes to these Terms will be effective immediately upon posting to the Service, unless otherwise specified in the updated Terms. Your continued access to and use of the Service confirms your acceptance of these Terms and any changes or modifications made to these Terms. You should review these Terms and the Privacy Policy frequently and ensure you understand all terms, conditions, and policies applicable to your access to and use of the Service.

4. ACCESS TO THE SERVICE. Subject to your compliance with these Terms, Skywood will provide you with access to and use of the Service during the applicable subscription term (if you are a Subscriber). Your access to and use of the Service is subject to such limitations and restrictions as may be set forth in these Terms or in the relevant user documentation. Skywood may suspend or terminate your access to the Service or any component thereof at any time and for any reason, including if Skywood determines you have violated these Terms. We may modify, discontinue, or replace the Service or any portion thereof from time to time in our sole discretion and without prior notice to you.

5. USER ACCOUNTS. In order to access and use the Service or certain features thereof, you may be required to establish one or more profiles and user accounts (each, a “User Account”). You must provide true, accurate, current, and complete information as prompted by the applicable registration form, and you are responsible for keeping such information up to date. You are responsible and liable for all activities conducted through your User Account(s), regardless of who conducts those activities. You are responsible for maintaining the confidentiality of any user IDs, passwords, and other credentials associated with your User Account(s), and you may not share your access credentials with any other individuals or permit any other individuals to access the Service through your User Account. You shall immediately notify Skywood of any actual or suspected unauthorized access to or use of any of your User Accounts or any associated user IDs, passwords, or other credentials. You will cooperate fully with Skywood and take all actions that Skywood reasonably deems necessary to maintain or enhance the security of the Service or Skywood’s computing systems and networks. Skywood is not and shall not be deemed liable for any loss or damage to you or any third party arising from your failure to comply with this Section 5.

6. RESTRICTIONS. You agree to access and use the Service solely for your personal or internal business purposes, in accordance with any Skywood user documentation, and in accordance with all applicable laws. You shall not: (i) copy, reproduce, frame, mirror, modify, decompile, disassemble, create derivative works based on, or reverse engineer the Service or any associated software or materials (except to the extent that applicable law prohibits or restricts reverse engineering restrictions); (ii) provide any third parties with access to any of the Service, or use any of the Service for time sharing or similar purposes for the benefit of any third party; (iii) sell, resell, rent or lease the Service; (iv) remove any copyright or proprietary notices contained in the Service or any output thereof; (v) breach, disable or tamper with, or develop or use (or attempt) any workaround for, any security measure provided or used by the Service; (vi) access the Service via any bot, web crawler or non-human user; (vii) access or use (or permit a third party to access or use) the Service for any unlawful purpose or for purposes of monitoring the availability, performance or functionality of the Service or for any other benchmarking or competitive purposes; (viii) attempt to gain unauthorized access to the Service or any related systems, software or networks; (ix) access the Service in order to build a competitive product or service, or copy any features, functions or graphics of the Service; (x) overload or interfere with the proper function of the Service; (xi) use the Service to transmit viruses or malicious code; or (xii) make any use of, or take any other action with respect to, the Service or any component thereof in a manner that violates applicable law, any provision of these Terms, or any contractual obligations to third parties to which you are (or if you are an Authorized User, to which Subscriber is) bound.

7. USER DATA.

a. Provision of User Data. In connection with and to facilitate your use of the Service, you may input, upload, or otherwise submit certain information, data, materials, or other content to the Service (collectively, “User Data”). As between you and Skywood, you are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Data. You will not input, upload, or otherwise submit, directly or indirectly, any User Data or other information, materials, or content that: (a) infringes the intellectual property rights, rights of privacy or publicity, or other proprietary rights of any third party; (b) violates any applicable law; or (c) contains any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code. You acknowledge that the Service is not designed with security and access management for processing or storing any personal information that imposes specific data security obligations on Skywood for the processing or storage of such data, including, without limitation, any “nonpublic personal information” as defined under the Gramm-Leach-Bliley Act, cardholder, payment card, or related information protected by the Payment Card Industry Data Security Standard, “protected health information” as defined under the Health and Insurance Portability and Accountability Act of 1996, “personal information” as defined under the California Consumer Privacy Act of 2018 (as amended), “personal data” as defined under the General Data Protection Regulation, or other information similar to any of the foregoing, however described, as defined under applicable law (each of the foregoing, “Prohibited Content”). You shall not provide any Prohibited Content to, or upload or submit any Prohibited Data through, the Service. You are solely responsible for reviewing all User Data, and you represent and warrant to Skywood that no User Data constitutes or contains Prohibited Content. Skywood makes no representations or warranties with respect to, and disclaims any responsibility or liability for, your User Data, and you will indemnify Skywood for any failure by you to comply with the requirements of this Section 7(a).

b. User-Generated Content. The Service is designed to allow you to generate creative and other content and to otherwise analyze, process, and create generative content based on User Data. As between you and Skywood, you are solely and exclusively responsible for your processing of User Data by means of the Service, for any products, results, or outputs generated by such processing (“User-Generated Content”), and for any use of or reliance on such User-Generated Content by you or any third party. Skywood has no control over, and makes no representations or warranties with respect to, the availability, accuracy, quality, or reliability of any User Data or User-Generated Content generated through use of the Service, and Skywood shall not have any responsibility or liability to you or any third party with respect to the same. You understand and acknowledge that any User-Generated Content you create through the Service is a function of your User Data and the interaction of the same with certain artificial intelligence tools. Skywood does not, and is not obligated to, monitor or review User-Generated Content, including, without limitation, to confirm its accuracy, legality, appropriateness, or otherwise, and Skywood disclaims any responsibility for or obligation with respect to User-Generated Content. Skywood makes no representations or warranties whatsoever that any User-Generated Content is or will be (i) accurate, appropriate, or in compliance with applicable laws; (ii) unique to you and not substantially similar to any content generated by other users of the Service; or (iii) copyrightable or otherwise subject to legal ownership by you. As between you and Skywood, you are solely and exclusively responsible for any User-Generated Content you create and for your use thereof, and for determining the legality, appropriateness, and suitability of the User-Generated Content, both independently and in the context of your intended use.

c. Data License. You acknowledge that for Skywood to deliver the Service to high levels of quality, Skywood requires the freedom to apply its algorithms, know-how, and methodology. Accordingly, and notwithstanding anything in these Terms to the contrary, Skywood shall have the right to collect, examine, extract, model, manipulate, aggregate, collate, analyze, create analysis using, reproduce and otherwise use, on a de-identified basis, any data or other information that Skywood learns, acquires, is provided, or obtains in connection with these Terms and its provision of the Service hereunder (including, without limitation, User Data, User-Generated Content, and performance and usage data with respect to your use of and interactions with the Service) within the scope of its regular business operations, including, without limitation, (i) developing, operating, training, and ensuring the integrity of our data sets, artificial intelligence models, algorithms and other analytical tools, (ii) testing, implementing, benchmarking, integrating, developing, optimizing, improving and conducting quality assurance testing with respect to our software and other products and services, (iii) conducting research studies, and (iv) marketing, distributing, and otherwise making our products and services, including data analytics and insights, available to Skywood’s customers and other third parties.

d. Data Storage. You agree and acknowledge that Skywood is not a provider of data back-up, archiving, or data retention services. As between you and Skywood, you are solely and exclusively responsible for the backing up, archiving, and retaining of all User Data, User-Generated Content, and any other of your information, data, or materials. Skywood does not make any representations, warranties, or guarantees that any User Data, User-Generated Content, or other of your information, data, or materials will not be lost, altered, destroyed, damaged, or corrupted. SKYWOOD HAS NO OBLIGATION OR LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF ANY USER DATA, USER-GENERATED CONTENT, OR OTHER OF YOUR INFORMATION, DATA, OR MATERIALS THROUGH OR IN CONNECTION WITH YOUR USE OF THE SERVICE.

8. SKYWOOD OBLIGATIONS. You acknowledge and agree that Skywood does not, nor is it obligated to, monitor or police any data, information, materials, or content (including User Data and User-Generated Content) transmitted through, posted to, or otherwise available or viewable on the Site or the Service, and Skywood will not be responsible for such data, information, materials, or content (including User Data and User-Generated Content). Notwithstanding the foregoing, however, Skywood may, at its option and in its sole discretion, monitor and review or remove or delete from the Site or the Service any data, information, materials, or content (including any User Data or User-Generated Content) that Skywood determines violates these Terms in any manner, or that Skywood otherwise determines is, or is likely to be, hazardous, objectionable, or exposes Skywood or any of its licensors, service providers, or other users of the Service to risk of danger or liability.

9. TECHNICAL AND HARDWARE REQUIREMENTS. Your access to and use of the Service is dependent upon access to telecommunications and Internet services. You acknowledge that Skywood is not responsible for acquiring or maintaining any telecommunications or Internet services or other hardware or software that you may need to access and use the Service or for any costs, fees, expenses, or taxes of any kind related to the foregoing.

10. TERM AND TERMINATION. These Terms shall remain in full force and effect while you use or have access to the Service. Skywood may terminate or restrict your access to any or all of the Service or to your User Account for any reason, including, without limitation, if Skywood determines that you have violated any provision of these Terms. Any termination of these Terms is without prejudice to any rights or obligations of the parties accrued up to and including the date of termination. Upon termination of these Terms, you will remain liable for any accrued charges and amounts due from you as of the date of such termination, if any, and shall immediately cease to use the Service.

11. SUBSCRIPTIONS AND FEES.

a. Subscription Plans. The Service is offered on a subscription basis and in accordance with the individual service plan selected by the user, as the case may be, at the time of registration (a “Subscription Plan”). We may modify, terminate, or replace any Subscription Plan from time to time in our sole discretion and without prior notice; provided, however, that in the case of a paid subscription, any such modification, termination, or replacement shall not become effective as to you until the end of your then-current subscription term. The scope of benefits available with respect to any Subscription Plan shall be as described or otherwise limited by the terms disclosed to the Subscriber at the user billing page.

b. Free Trials. Your subscription to the Service may be preceded by or include a free trial or limited “freemium” subscription (a “Trial”). We reserve the right, in our sole discretion, to determine your eligibility for a Trial. If you receive a Trial, you may only use those portions of the Service included in your Trial, only for the duration of that Trial, and only in accordance with such quantity limitations or other restrictions as may be applicable to your Trial. Upon the expiration of any Trial period, your access to the Service will cease, except where you have purchased and/or registered for a Subscription Plan in accordance with the terms hereof.

c. Subscription Fees. If you have purchased a paid Subscription Plan to the Service, you will pay Skywood all fees and other amounts applicable to your Subscription Plan. You must have a current and valid credit card, debit card, or other payment method acceptable to or as specified by Skywood (a "Payment Method") to purchase any paid Subscription Plan. By providing a Payment Method to Skywood, you are expressly authorizing Skywood to charge to your Payment Method all fees and other amounts applicable to your Subscription Plan at the applicable frequency and at the then-current rate, as posted at https://app.lyrio.ai/billing page or at such other webpage as Skywood may designate from time to time. Skywood will bill all fees and other amounts applicable to your paid Subscription Plan to the Payment Method you provided at registration (or to a different Payment Method if you change your Payment Method information in your User Account or provide us with a different Payment Method at checkout). Please note that prices and fees (including Subscription Plan fees) are subject to change at any time upon posting. ALL SUBSCRIPTION FEES AND OTHER CHARGES ARE FULLY EARNED UPON PAYMENT AND ARE NON-REFUNDABLE.

d. Subscription Cancellation. Except where otherwise set forth at the point of purchase, any paid Subscription Plan purchased by the Subscriber shall automatically renew for additional subscription terms of the same length unless the Subscription Plan is cancelled by the Subscriber or terminated by us before the date of such renewal. YOU MUST CANCEL YOUR SUBSCRIPTION PLAN BEFORE IT RENEWS FOR A RENEWAL PERIOD IN ORDER TO AVOID BILLING FOR THE RENEWAL PERIOD TO YOUR PAYMENT METHOD AT THE THEN-CURRENT PRICE. To cancel your Subscription Plan, please send a written cancellation request via email to info@lyrio.ai, and include the phrase “CANCEL SUBSCRIPTION” in the subject line. You may cancel your Subscription Plan at any time; however, any cancellation of a paid Subscription Plan will not become effective until the expiration of your then-current subscription term, and you will continue to have access to the Service during any period for which you have already paid. SKYWOOD DOES NOT PROVIDE REFUNDS OR CREDITS FOR SUBSCRIPTION PLANS, INCLUDING FOR ANY PARTIALLY-USED SUBSCRIPTION TERMS.

e. Taxes. The fees specified in these Terms or otherwise applicable to your use of the Service are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). You are responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Skywood’s net income.

f. Promotions. Skywood may offer from time to time promotions with respect to the Service that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.

12. PRIVACY. You acknowledge and agree that information collected by Skywood is subject to our Privacy Policy. By accessing or using the Service in any manner, you consent to all actions we take with respect to your information in compliance with our Privacy Policy.

13. INTELLECTUAL PROPERTY

a. Skywood Intellectual Property. As between you and Skywood, the Service (including, without limitation, the Site) and all software and other technologies embodied in or used to provide the same, and all intellectual property rights therein or relating thereto, are and shall remain the exclusive property of Skywood and its licensors. No rights are granted to you other than as expressly set forth herein.

b. User Intellectual Property. As between you and Skywood, but subject to the license granted in Section 7(c) hereof, you own all right, title, and interest in and to your User Data and User-Generated Content.

c. Data Use Rights. You acknowledge and agree that, in addition to the rights granted to Skywood pursuant to Section 7(c) hereof, Skywood may monitor your use of the Service and may track and compile data and information related to such use, including, without limitation, statistical and performance information related to the provision and operation of the Service (“Aggregated Statistics”). As between you and Skywood, Skywood is the sole and exclusive owner of all Aggregated Statistics and all intellectual property rights therein or relating thereto. Skywood may, without limitation, (a) make such Aggregated Statistics publicly available, (b) use the Aggregated Statistics to the extent and in the manner required by applicable law or regulation, and (c) use the Aggregated Statistics to maintain, optimize and improve the Service, to develop, improve, or offer other Skywood products or services, or to otherwise operate Skywood’s business.

d. Feedback. To the extent you provide Skywood with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Service (collectively, “Feedback”), you hereby assign and agree to assign to Skywood all right, title and interest in and to such Feedback, including any intellectual property rights therein, and agree that Skywood will be free to use such Feedback in any manner, including by implementing such Feedback in the Service and/or Skywood’s other technologies, products and services, without compensation or other obligation to you.

14. DATA SECURITY. Skywood will use commercially reasonable efforts to maintain appropriate physical, administrative, and technical safeguards to protect against the unauthorized accessing, use, destruction, corruption, loss or alteration of User Data or User-Generated Content in a manner appropriate in light of the level of sensitivity of such data. Skywood will use commercially reasonable efforts to promptly notify Subscriber, as applicable, of any material breach of security with respect to such party’s User Data or User-Generated Content in Skywood’s control or possession.

15. THIRD PARTY APPLICATIONS. The Service may contain links to, utilize, integrate with, or allow you to access third-party websites, applications, and/or services (collectively, “Third Party Services”) that are not owned or controlled by Skywood. When you access Third Party Services, directly or by means of the Service, you do so at your own risk. Skywood encourages you to be aware when you leave the Site and/or the Service and to read the terms and conditions and privacy policy of each Third Party Service (collectively, “Third Party Terms”) that you visit or from which you access any product or service. Skywood has no control over, and assumes no responsibility for, the content, accuracy, Third Party Terms, or practices of any Third Party Service. In addition, Skywood will not and cannot monitor, verify, censor, or edit the content of any Third Party Service. When you visit or use any Third Party Service, directly or through the Service, you acknowledge that such Third Party Service is subject to the applicable Third Party Terms, and you release us from any liability arising from your use of such Third Party Service. You acknowledge that we are not responsible for such third parties or their products or services. Any such activities, and any Third Party Terms associated with such activities, are solely between you and the applicable third party.

16. DISCLAIMER OF WARRANTIES. THE SERVICE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND SKYWOOD HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, AND NON-INFRINGEMENT. NEITHER SKYWOOD NOR ANY PERSON ASSOCIATED WITH SKYWOOD MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER SKYWOOD NOR ANYONE ASSOCIATED WITH SKYWOOD REPRESENTS OR WARRANTS THAT THE SERVICE OR ANY RESULTS, DATA OR OUTPUTS GENERATED THEREFROM OR ACCESSED OR AVAILABLE THERETHROUGH (INCLUDING, WITHOUT LIMITATION, ANY USER DATA OR USER-GENERATED CONTENT) WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE OR THE SERVERS THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICE OR ANY DATA, INFORMATION, OR RESULTS MADE AVAILABLE TO YOU, ACCESSED BY YOU, OR GENERATED BY YOU OR ON YOUR BEHALF IN CONNECTION THEREWITH (INCLUDING, WITHOUT LIMITATION, ANY USER DATA OR USER-GENERATED CONTENT) WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. AS BETWEEN YOU AND SKYWOOD, YOU ASSUME ALL RISK IN CONNECTION WITH YOUR USE OF, INTERPRETATION OF, AND RELIANCE ON THE SERVICE AND ALL CONTENT, RESULTS, AND OUTPUTS GENERATED THEREBY, AND ALL DATA AND INFORMATION AVAILABLE OR ACCESSIBLE THERETHROUGH (INCLUDING, WITHOUT LIMITATION, ALL USER DATA AND USER-GENERATED CONTENT). YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT PERFORMANCE OF THE SERVICE AND THE DEVELOPMENT, DELIVERY, AND AVAILABILITY OF ANY OUTPUTS THEREOF ARE DEPENDENT UPON AND SUBJECT TO THE AVAILABILITY OF USER DATA AND THIRD-PARTY TOOLS NOT OWNED BY SKYWOOD. SKYWOOD DISCLAIMS ALL RESPONSIBILITY FOR, AND WILL HAVE NO LIABILITY WITH RESPECT TO, THE CONDUCT OR PRODUCTS OF THIRD PARTIES. SKYWOOD SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR ANY USER DATA OR USER-GENERATED CONTENT, OR FOR ANY LOSS, DAMAGE, OR OTHER ISSUE CAUSED BY THE UNAVAILABILITY, INCOMPLETENESS, OR INACCURACY OF THE SAME, WHETHER CAUSED BY SUBSCRIBER OR ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY SERVICE). YOU UNDERSTAND AND ACKNOWLEDGE THAT YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR YOUR USE OF THE SERVICE AND FOR YOUR CREATION AND/OR USE OF ANY USER-GENERATED CONTENT, AND YOU ACCEPT ALL RISKS WITH RESPECT TO ANY ACTIONS YOU TAKE WITH RESPECT TO THE SITE, THE SERVICE, AND ANY OUTPUT OR PRODUCT THEREOF.

17. INDEMNITY. You agree to indemnify, defend, and hold Skywood and its officers, directors, employees, agents, licensors, and service providers harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) your access to or use of the Service, (ii) your violation of these Terms or applicable law; (iii) any claim that the User Data infringes, misappropriates, or otherwise violates the intellectual property rights or rights of privacy of any third party; (iv) any upload or submission of Prohibited Content to the Service by or by means of you or on your behalf; and (v) your use of any User Data or User-Generated Content or other data, materials, or information accessed or generated by you or on your behalf through the Service. Skywood reserves the right, at its own expense, to assume the exclusive defense and control of any action subject to indemnification under this Section, and in such event you agree to cooperate with Skywood in defending such action.

18. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SKYWOOD OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICE, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF DATA, DAMAGE TO OR LOSS OF PROPERTY, OR PERSONAL INJURY OR DEATH, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IF SKYWOOD IS FOUND LIABLE FOR ANY LOSS OR DAMAGE UNDER ANY LEGAL THEORY RELATING IN ANY WAY TO THE SUBJECT MATTER OF THESE TERMS, IN NO EVENT WILL SKYWOOD’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO SKYWOOD IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM. IF YOU ARE NOT SATISFIED WITH THE SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE ALL ACCESS TO AND USE OF THE SERVICE.

Some jurisdictions do not allow the limitation of liability for incidental or consequential damages or other damages or liability, so the foregoing limitations may not apply to you. To the extent that in a particular circumstance any limitation on damages or liability set forth in this Section is prohibited by applicable law, then, instead of the provisions hereof in such particular circumstance, Skywood shall be entitled to the maximum limitations on damages and liability available at law and equity in that particular circumstance.

You and Skywood understand and agree that the disclaimers, exclusions, and limitations in this Section 18 and in Section 16 are essential elements of these Terms and that they represent a reasonable allocation of risk. In particular, you understand that Skywood would be unable to make the Service available to you except on these terms and agree that these Terms will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

19. SERVICE SUPPORT. If you encounter technical problems when using the Service, please contact us at info@lyrio.ai

20. OPERATION FROM THE UNITED STATES. The Service is hosted by servers located in the United States, and using the Service may be prohibited or restricted in certain other countries. If you access or use any component of the Service from outside of the United States, you are responsible for complying with the laws and regulations of the applicable territory. Without limiting the foregoing, if you attempt to use the Site or the Service from a physical location in the European Union, United Kingdom, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure that differ from United States laws, please be advised that through your continued use of the Site or the Service, which is governed by U.S. law and these Terms (including the Skywood Privacy Policy): (i) you are transferring your personal information to the United States; and (ii) you hereby consent to such transfer, to the application of the laws of the United States and the State of California with respect to any dispute arising from or related to the Privacy Policy and your use of the Service, and, except as otherwise set forth in Section 22 below, to the exclusive jurisdiction of the courts of the United States and the State of California.

21. DIGITAL MILLENNIUM COPYRIGHT ACT

Skywood is committed to respecting and protecting the legal rights of copyright owners in accordance with the Digital Millennium Copyright Act (Section 512(c)(3) of the DMCA (17 U.S.C. § 512 et seq.)). If you believe any content infringes your intellectual property rights, please submit a notice to us describing such infringement (a “DMCA Takedown Notice”) with the following information:

● A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

● Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works;

● Identification of the material claimed to be infringing or to be the subject of infringing activity and that is to be removed or access disabled, and information reasonably sufficient to permit the service provider to locate the material;

● Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, email address;

● A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

● A statement that, under penalty of perjury, the information in the notification is accurate and you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

Any DMCA Takedown Notice should be sent to: legal@skywood.ai

You acknowledge that for Skywood to be authorized to take down any content, your DMCA Takedown Notice must comply with all of the requirements of this Section.

22. DISPUTE RESOLUTION.

Please read this Section carefully. It impacts the rights that you may otherwise have. It provides for the resolution of most disputes through individual arbitration instead of trial courts and class actions. This “Dispute Resolution” section survives any expiration or earlier termination of these Terms.

Informal Dispute Resolution. As a condition precedent which must be satisfied prior to initiating any arbitration or other action against the other party, both you and Skywood agree to the following dispute resolution procedure: In the event of any controversy, claim, action or dispute arising out of or related to the Site or the Service, or the breach, enforcement, interpretation, or validity of these Terms ("Claim"), the party asserting the Claim must first try in good faith to settle such Claim by providing written notice, by first class or registered mail, to the other party describing the facts and circumstances (including any supporting documentation) of the Claim. The party asserting the Claim must allow the receiving party 30 days in which to respond to or settle the Claim.

For purposes of this Section, notices must be sent as follows:

● If to Skywood: to Skywood AI, Inc., Attn: Legal/Compliance, 855 El Camino Real, #13A-222, Palo Alto, California 94301 U.S.A., with a copy emailed to legal@skywood.ai

● If to you: to any address listed in or associated with your User Account or that you otherwise submit to us through your use of the Service.

Arbitration. To the extent you cannot resolve any Claim through the informal dispute resolution procedure set forth above, and except as otherwise set forth herein, a Claim must be resolved through binding individual arbitration. You agree to give up your right to go to court to assert or defend your rights under these Terms and with respect to any Claim. You and Skywood each expressly delegate to the arbitrator the authority to determine the arbitrability of any Claim, including the scope, applicability, validity, and enforceability of this arbitration provision.

To begin an arbitration proceeding, you must send a written request to Skywood at: Skywood AI, Inc., Attn: Legal/Compliance, 855 El Camino Real, #13A-222, Palo Alto, California 94301 U.S.A., with a copy emailed to legal@skywood.ai . You agree that the arbitration will be conducted by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (“AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available on the AAA’s website www.adr.org, or by calling the AAA at (800) 778-7879. In accordance with the AAA Rules, you must also send a copy of your written demand for arbitration to AAA when submitting your request to Skywood. In the event that the AAA is unable or unwilling to initiate arbitration within fourteen (14) days of receiving a demand for arbitration, arbitration may be conducted by JAMS, Inc. (in accordance with its Streamlined Arbitration Rules & Procedures) or by any other mutually agreeable arbitration administration service. You and Skywood each agree that these Terms evidence a transaction in interstate commerce and that this arbitration provision will be interpreted and enforced in accordance with the U.S. Federal Arbitration Act and federal arbitration law and will not be governed by state law. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief to the extent required to satisfy your individual claim, and must follow and enforce these Terms as a court would. Any arbitration shall be confidential, and neither you nor Skywood may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction.

In lieu of arbitration, and notwithstanding anything in this section to the contrary, either you or Skywood may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, but only if it is brought and maintained as an individual claim. Additionally, and notwithstanding anything herein to the contrary, nothing in this section shall prohibit you or Skywood from seeking temporary injunctive relief in a court of competent jurisdiction to prevent an imminent or stop an actual breach of these Terms.

Class Action and Jury Waiver. You and Skywood each agree that any proceeding, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated, or representative action. If a court or arbitrator determines in an action between you and Skywood that this class action waiver is unenforceable, the arbitration agreement set forth above will be void as to you. If, for any reason, a Claim proceeds in court rather than through arbitration, you and we each waive any right to a jury trial.

23. MISCELLANEOUS

a. Service Availability. You agree and acknowledge that the Service, or any component thereof, may be temporarily unavailable due to maintenance or other development activities. Skywood will use commercially reasonable efforts to provide the Subscriber, as the case may be, with advance notice of any such unavailability, but shall not have any liability to you or any third party for any planned or unplanned unavailability or downtime.

b. Assignment. You may not assign or transfer these Terms or any of your rights or obligations hereunder to any other person without Skywood’s prior written consent. Any purported assignment in violation of this paragraph is void and of no effect. These Terms are freely assignable by Skywood. These Terms shall be binding on the parties and their permitted successors and assigns. Except as otherwise set forth herein, a person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

c. Force Majeure. We will not be liable for any delay or failure in the performance of our obligations under these Terms if the delay or failure is due to any cause outside of our reasonable control.

d. Governing Law and Venue. These Terms and any dispute or claim arising out of or related to these Terms, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of California, other than such laws and case law that would result in the application of the laws of a jurisdiction other than the State of California. The United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts located in Santa Clara County, California.

e. Notices. Except as otherwise set forth herein, any notice given under these Terms by any party to another party must be in writing and sent by email, and will be deemed to have been given upon transmission. Notices to Skywood must be sent to info@skywood.ai . Notices to you will be sent to any email address associated with your User Account or that you otherwise submit to us through your use of the Service. For contractual purposes, you consent to receive communications from us in electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

f. Severability and Waiver. If any part or provision of these Terms is held by a court of competent jurisdiction to be invalid, unenforceable, or in conflict with the law, that part or provision shall be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision, and the remainder of these Terms will continue in full force and effect. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If we waive any breach of these Terms, such waiver will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

g. Entire Agreement. These Terms, together with the Privacy Policy, constitute the sole and entire agreement between you and Skywood with respect to the subject matter hereof, and supersede and extinguish all prior agreements, representations (whether oral or written), and understandings regarding such subject matter. The provisions of the following Sections will survive any termination of these Terms: Section 2 (with respect to the final sentence only); Section 5 (with respect to the final sentence only); Sections 6 through 8; Section 9 (with respect to the final sentence only); Section 10; Section 11(c)-(e); Sections 12 through 13; Sections 15 through 18; Sections 20 through 22.

For more information or other questions, please contact us at:

Skywood AI, Inc.

855 El Camino Real, #13A-222

Palo Alto, California 94301

info@skywood.ai