Customer Terms of Service
1. DEFINITIONS
In this Agreement, unless the context requires otherwise, the following terms shall have the meanings set forth below:
"Account" means any account created by a User to access and use the Services.
"Administrator" means a User designated by Customer with the authority to manage and control Customer's use of the Services, including the ability to create, modify, and delete Users and Workflows.
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the shares, equity interest, or other voting securities of such entity.
"Agreement" means these Customer Terms of Service, together with any Order Forms and other documents incorporated herein by reference.
"API" means the application programming interfaces provided by Cykel as part of the Services.
"Authorised User" means any individual who is authorised by Customer to use the Services, including Administrators and other Users.
"Confidential Information" means all non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, in writing, or by other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
"Customer" or "you" or "your" refers to the individual, company, or other legal entity that has agreed to these Terms by accessing or using the Services.
"Customer Data" means all data, information, and materials provided or submitted by Customer or its Authorised Users to the Services, including any Personal Data contained therein.
"Cykel," "we," "us," or "our" refers to Cykel AI PLC, a company registered in England and Wales.
"Data Processing Agreement" or "DPA" means the agreement between Cykel and Customer governing the processing of Personal Data, which is incorporated into this Agreement by reference.
"Documentation" means Cykel's user guides, handbooks, and other technical materials and documentation relating to the Services, as updated by Cykel from time to time.
"Effective Date" means the date on which Customer first agrees to these Terms or first uses the Services, whichever is earlier.
"Enterprise Plan" refers to the subscription plan that includes access to custom-built workflows and other advanced features as specified in the applicable Order Form.
"Feedback" means any suggestions, ideas, enhancement requests, recommendations, or other feedback provided by Customer or its Authorised Users relating to the Services.
"Fees" means the fees payable by Customer for the Services, as set forth in the applicable Order Form.
"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights, whether registered or unregistered.
"Order Form" means any order form, statement of work, or other written document agreed to by the parties that describes the specific Services to be provided to Customer, including any applicable Fees.
"Personal Data" has the meaning given to it in the UK GDPR and the EU GDPR.
"Services" means Cykel's AI automation platform and related offerings, including any software, APIs, and other technologies provided by Cykel as described in this Agreement and the applicable Order Form.
"Subscription Term" means the period during which Customer is entitled to access and use the Services, as specified in the applicable Order Form.
"Team Plan" refers to the standard subscription plan that includes access to the core features of the Services as specified in the applicable Order Form.
"Third-Party Services" means any third-party applications, services, or platforms that integrate with or are used in connection with the Services.
2. ACCEPTANCE OF TERMS
2.1 Agreement to Terms. By accessing or using the Services, you agree to be bound by this Agreement. If you do not agree to these Terms, you must not access or use the Services.
2.2 Authority to Bind. If you are entering into this Agreement on behalf of a company, organisation, or other legal entity, you represent and warrant that you have the authority to bind such entity and its Affiliates to these Terms. In such case, "you" and "your" as used in this Agreement shall refer to such entity and its Affiliates. If you do not have such authority, or if you do not agree with these Terms, you must not accept this Agreement and may not use the Services.
2.3 Changes to Terms. We reserve the right to modify these Terms at any time. We will provide notice of any material changes by posting the updated Terms on our website or through other reasonable means. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the modified Terms.
2.4 Order of Precedence. In the event of a conflict between these Terms and any Order Form, the terms of the Order Form shall prevail, but only with respect to the specific Services described in that Order Form.
2.5 Eligibility. You represent and warrant that you are at least 18 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
2.6 Compliance with Laws. You agree to comply with all applicable local, state, national, and international laws, rules, and regulations in connection with your use of the Services, including without limitation, data privacy laws, intellectual property laws, export control laws, and tax laws.
2.7 Prohibited Uses. You may not access or use the Services if you are a competitor of Cykel, except with our prior written consent. In addition, you may not access or use the Services for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes.
2.8 Free Trial. If you register for a free trial of the Services, we will make the applicable Services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable Services, (b) the start date of any paid subscription ordered by you for such Services, or (c) termination by us in our sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
2.9 Beta Services. From time to time, we may invite you to try Beta Services at no charge. You may accept or decline any such trial in your sole discretion. Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a description of similar import. Beta Services are for evaluation purposes and not for production use, are not considered "Services" under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Services at any time in our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.
2.10 Entire Agreement. This Agreement, including any terms incorporated by reference herein, constitutes the entire agreement between you and Cykel and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.
2.11 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
2.12 Governing Law and Jurisdiction
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
You are contracting with Cykel AI PLC, a company registered in England and Wales. All notices under this Agreement should be directed to:
Cykel AI PLC, 16 Great Queen Street, London, United Kingdom, WC2B 5DG
Attention: Legal Department
Email: legal@cykel.ai
This amendment establishes that English law governs the agreement and that English courts have jurisdiction over any disputes. It also clarifies that customers are contracting with Cykel AI PLC and provides an address for notices.
3. DESCRIPTION OF SERVICES
Cykel provides an advanced AI-powered automation platform designed to streamline and enhance business operations through the integration of various third-party applications and systems. Our Subscription Service utilises cutting-edge language models and artificial intelligence to execute complex tasks and create efficient workflows across diverse business functions.
3.1 Core Functionality
The Cykel platform offers the following core functionalities:
a) Workflow Automation: Create, manage, and execute automated workflows that connect multiple applications and services.
b) AI-Powered Task Execution: Leverage advanced language models to interpret and carry out user requests across integrated systems.
c) Third-Party Integrations: Connect with a wide range of external applications and services to extend the capabilities of our platform.
d) Analytics and Reporting: Generate insights and reports on workflow performance and efficiency.
3.2 Service Tiers
Cykel offers different service tiers to cater to various business needs:
a) Team Plan: Our standard offering, which includes access to core platform features, a predefined set of workflows, and basic support.
b) Enterprise Plan: An advanced offering that includes all Team Plan features plus access to custom-built workflows, priority support, and additional administrative controls.
The specific features, limitations, and pricing for each plan are detailed in the Order Form and may be subject to change. Cykel reserves the right to modify, add, or remove features from any plan at its discretion, with notice provided to customers as outlined in these Terms.
3.3 Trial Period
Cykel may, at its sole discretion, offer a trial period for its Subscription Service. The duration, terms, and conditions of any trial period will be communicated separately and may be subject to additional terms. Cykel reserves the right to modify or terminate any trial offer at any time without prior notice.
3.4 Service Availability and Support
Cykel strives to maintain high availability of the Subscription Service but does not guarantee uninterrupted access. Routine maintenance, upgrades, and unforeseen circumstances may occasionally impact service availability. Cykel will make reasonable efforts to provide advance notice of scheduled maintenance.
Support services are provided in accordance with the service tier selected by the Customer. Response times and support channels may vary based on the severity of the issue and the Customer's service tier.
3.5 Third-Party Services and Integrations
The Subscription Service may integrate with or enable access to Third-Party Services. These services are provided by their respective owners, and use of such services is governed by their own terms and conditions. Cykel does not endorse, warrant, or support any Third-Party Service, and is not responsible for their availability, reliability, or any issues arising from their use in conjunction with our Subscription Service.
3.6 Modifications to the Service
Cykel continuously strives to improve its Subscription Service and may make changes to the features, functionality, or content of the Service at any time. We reserve the right to add, modify, or discontinue any feature or component of the Subscription Service, with or without notice. For material changes that may affect Customer's use of the Service, Cykel will make reasonable efforts to provide advance notice as outlined in these Terms.
3.7 Use of AI and Language Models
Our Subscription Service utilises various underlying model providers, including but not limited to OpenAI and Anthropic. Your use of our Services is subject to both this Agreement and the applicable terms of service of these providers. Cykel does not guarantee the accuracy, completeness, or appropriateness of any output generated by these AI models and language processing systems.
3.8 Compliance and Security
While Cykel implements reasonable security measures to protect Customer Data and maintain the integrity of the Subscription Service, we do not guarantee absolute security. Customers are responsible for implementing appropriate security measures for their own systems and data.
Cykel is committed to complying with applicable laws and regulations, including data protection laws. However, Customers are ultimately responsible for ensuring their use of the Subscription Service complies with all applicable laws and regulations in their jurisdiction.
3.9 Professional Services
Cykel may offer professional services, including custom development, training, and consulting, which are separate from the Subscription Service. These services, if agreed upon, will be governed by separate terms or statements of work.
By using the Subscription Service, you acknowledge that you have read and understood this Description of Services and agree to use the Service in accordance with these Terms and any additional guidelines or policies referenced herein.
4. ACCOUNT REGISTRATION AND SECURITY
4.1 Account Creation
To access and use the Subscription Service, you must create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. We reserve the right to suspend or terminate your account if any information provided during the registration process or thereafter proves to be inaccurate, not current, or incomplete.
4.2 Eligibility
You must be at least 18 years old or of legal age in your jurisdiction, whichever is greater, to create an account and use the Subscription Service. By creating an account, you represent and warrant that you meet this eligibility requirement.
4.3 Account Responsibilities
You are responsible for maintaining the confidentiality of your account and for restricting access to your account. You agree to accept responsibility for all activities that occur under your account. You should take all necessary steps to ensure that the account is kept confidential and secure. We cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
4.4 User Management
If you are an account administrator, you are responsible for managing User access to the Subscription Service. This includes:
a) Adding and removing Users
b) Assigning appropriate access levels and permissions to Users
c) Ensuring that all Users comply with this Agreement and any applicable policies
d) Promptly deactivating accounts of Users who are no longer authorised to access the Subscription Service
You agree to promptly notify Cykel of any unauthorised use of your account or any other breach of security. Cykel will not be liable for any loss or damage arising from your failure to comply with this provision.
4.5 Multi-Factor Authentication
For enhanced security, Cykel strongly recommends enabling multi-factor authentication (MFA) for all User accounts. For Enterprise Plan customers, MFA may be mandatory. You are responsible for maintaining and updating the contact information used for MFA.
4.6 Prohibited Account Actions
You agree that you will not:
a) Create an account for anyone other than yourself without permission
b) Use a User name that is the name of another person with the intent to impersonate that person
c) Use a User name that is subject to rights of another person without appropriate authorization
d) Use a User name that is offensive, vulgar, or obscene or otherwise in bad taste
e) Sell, trade, transfer, or otherwise share your account credentials
4.7 Account Suspension and Termination
Cykel reserves the right to suspend or terminate your account at any time for any reason, with or without notice. Reasons for account suspension or termination may include, but are not limited to:
a) Violation of this Agreement or any associated policies
b) Engaging in fraudulent or illegal activities
c) Non-payment of fees
d) Extended periods of account inactivity
e) Upon your request
4.8 Effect of Account Termination
Upon termination of your account for any reason:
a) Your right to access and use the Subscription Service will immediately cease
b) Cykel may delete any data associated with your account, subject to our data retention policies and applicable laws
c) You remain liable for all outstanding fees incurred before termination
4.9 Data Security
Cykel implements reasonable security measures to protect the confidentiality and integrity of your account and Customer Data. However, no method of transmission over the Internet or method of electronic storage is 100% secure. Therefore, while we strive to use commercially acceptable means to protect your information, we cannot guarantee its absolute security.
4.10 Single Sign-On (SSO)
For Enterprise Plan customers, Cykel may offer Single Sign-On (SSO) capabilities. If you choose to enable SSO, you are responsible for maintaining the security of your SSO provider and promptly notifying Cykel of any security issues related to SSO access.
4.11 Account Information Updates
You agree to promptly update your account information in the event of any changes. This includes, but is not limited to, changes in billing information, contact email addresses, and authorised Users.
4.12 Accessing Account Information
Cykel may use the email address associated with your account to send you service-related announcements. You may not opt-out of these service-related communications, which are not promotional in nature.
By creating an account and using the Subscription Service, you acknowledge that you have read, understood, and agree to comply with these account registration and security terms.
5. USE OF SERVICES
5.1 Permitted Use
Subject to the terms and conditions of this Agreement, Cykel grants you a limited, non-exclusive, non-transferable, and revocable right to access and use the Subscription Service solely for your internal business purposes during the Subscription Term. This right is conditioned upon your compliance with this Agreement and any applicable Order Form.
5.2 Use Restrictions
In using the Subscription Service, you agree not to:
a) Use the Services in any manner that could damage, disable, overburden, or impair Cykel's servers or networks, or interfere with any other party's use and enjoyment of the Services;
b) Attempt to gain unauthorised access to any part of the Services, other accounts, computer systems, or networks connected to Cykel's servers;
c) Use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express written permission;
d) Bypass or circumvent measures employed to prevent or limit access to any area, content, or code of the Services;
e) Attempt to decipher, decompile, disassemble, or reverse engineer any of the software or code comprising or in any way making up a part of the Services;
f) Use the Services to process, store, or transmit material in violation of third-party privacy rights;
g) Use the Services to store or transmit any viruses, worms, time bombs, Trojan horses, or other harmful or malicious code, files, scripts, agents, or programs;
h) Use the Services to build a competitive product or service, or copy any features, functions, or graphics of the Services;
i) Use the Services in any way that violates applicable laws, regulations, or the rights of others;
j) Use the Services to send unsolicited communications, promotions, or advertisements, or spam;
k) Use the Services to promote hate, violence, harassment, discrimination, terrorism, or intolerance of any kind;
l) Use the Services for any purpose other than as expressly permitted by this Agreement.
5.3 User Content and Conduct
You are solely responsible for all User Content that you upload or otherwise transmit via the Services. You represent and warrant that:
a) You have all necessary rights, licences, consents, and permissions to use and authorise Cykel to use all Intellectual Property Rights in and to any User Content;
b) Your User Content, and the use thereof in connection with the Services, will not infringe, misappropriate or violate any third party's Intellectual Property Rights, rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Cykel reserves the right, but is not obligated, to monitor and review User Content. We may remove or disable access to any User Content for any reason, including if we determine that such User Content violates this Agreement or applicable laws.
5.4 Fair Usage
While Cykel generally does not impose strict usage limits, we reserve the right to implement fair usage policies to ensure equitable access to our Services for all customers. We may, at our discretion, limit or suspend access to the Services if we determine that usage is excessive or negatively impacting other users. Cykel will make reasonable efforts to notify you before taking any such action.
5.5 Third-Party Integrations
The Services may allow you to integrate with Third-Party Services. You are responsible for complying with any terms and conditions applicable to such Third-Party Services. Cykel does not control Third-Party Services and is not responsible for their availability, content, or functionality. Your use of Third-Party Services is at your own risk.
5.6 Support and Maintenance
Cykel will provide support and maintenance services in accordance with its then-current support policy. The level of support provided may vary based on your subscription plan. Cykel reserves the right to modify its support policy from time to time, provided that any such modifications will not materially reduce the level of support provided during your current Subscription Term.
5.7 Security and Data Protection
Cykel implements and maintains appropriate technical and organisational measures to protect Customer Data, as described in our Security Policy. You are responsible for using the Services in a manner that maintains the security and confidentiality of your account credentials and Customer Data.
5.8 Compliance with Laws
You agree to use the Services in compliance with all applicable laws, rules, and regulations, including without limitation, data protection and privacy laws. You are solely responsible for ensuring that your use of the Services complies with all laws applicable to you and your industry.
5.9 Modifications to the Services
Cykel reserves the right to modify, suspend, or discontinue any part of the Services at any time. We will use reasonable efforts to provide you with prior notice of any material changes to the Services. If a modification materially diminishes the functionality of the Services, you may terminate this Agreement as provided in Section 9 (Term and Termination).
5.10 Beta Services
From time to time, Cykel may invite you to try Beta Service. You may accept or decline any such trial at your sole discretion. Beta Services are provided for evaluation purposes and not for production use. Cykel may discontinue Beta Services at any time in our sole discretion and may never make them generally available.
By using the Subscription Service, you acknowledge that you have read, understood, and agree to comply with these terms governing the use of the Services.
6. CUSTOMER DATA AND PRIVACY
6.1 Customer Data Ownership
As between you and Cykel, you retain all right, title, and interest in and to your Customer Data. You grant Cykel a non-exclusive, worldwide, royalty-free licence to use, reproduce, distribute, and display the Customer Data solely to the extent necessary to provide the Services to you and as otherwise permitted by this Agreement and our Privacy Policy.
6.2 Data Processing Agreement
Cykel's processing of any Personal Data contained within Customer Data shall be governed by our Data Processing Agreement (DPA), which is hereby incorporated by reference. The DPA sets out the terms for compliance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. In the event of any conflict between this Agreement and the DPA with respect to the processing of Personal Data, the terms of the DPA shall prevail.
6.3 Data Protection and Security
Cykel will implement and maintain appropriate technical and organisational measures to protect Customer Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure. These measures shall be appropriate to the harm that might result from unauthorised or unlawful processing or accidental loss, destruction, or damage and the nature of the data to be protected.
6.4 Customer Responsibilities
You are responsible for:
a) Ensuring that you have all necessary rights, permissions, and consents to provide the Customer Data to Cykel and to permit Cykel to use it in accordance with this Agreement;
b) The accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data;
c) Implementing appropriate security measures to protect your systems and data, including maintaining appropriate backup and archival copies of your Customer Data;
d) Configuring and using the Services in a manner that appropriately protects Customer Data;
e) Using the Services in compliance with all applicable data protection and privacy laws.
6.5 Data Retention and Deletion
Cykel will retain Customer Data in accordance with our data retention policies and applicable laws. Upon termination or expiration of this Agreement, we will delete or return all Customer Data in accordance with the terms of the DPA, except as otherwise required by applicable law.
6.6 Use of Aggregate Data
Notwithstanding anything to the contrary, Cykel may collect, use, and disclose quantitative data derived from your use of the Services for industry analysis, benchmarking, analytics, marketing, and other business purposes. Any such data will be in aggregate form only and will not identify you or your Users.
6.7 Third-Party Requests
If Cykel receives a request from a third party for Customer Data, we will redirect the third party to request that data directly from you. If compelled to disclose Customer Data to a third party, Cykel will use commercially reasonable efforts to notify you in advance of a disclosure unless legally prohibited.
6.8 Data Transfers
You acknowledge that Cykel may transfer and process Customer Data to and in the United Kingdom, United States and any other country in which Cykel or its Affiliates or subprocessors maintain facilities. You appoint Cykel to perform any such transfer of Customer Data to any such country and to store and process Customer Data in order to provide the Services. All transfers of Customer Data out of the European Union, European Economic Area, or United Kingdom shall be governed by the Standard Contractual Clauses set forth in the DPA.
6.9 GDPR Compliance
If and to the extent that you are subject to the EU General Data Protection Regulation (GDPR), you acknowledge that Cykel is a processor of Personal Data and you are the controller. You agree to comply with all obligations applicable to you under the GDPR with respect to your use of the Services.
6.10 Privacy Policy
Cykel's collection and use of personal information in connection with the Services is governed by our Privacy Policy, which is incorporated into this Agreement by reference.
6.11 Confidentiality
Each party agrees to keep confidential any Confidential Information received from the other party. "Confidential Information" means all non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, in writing, or by other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
6.12 Security Breach Notification
In the event of a security breach that affects Customer Data, Cykel will notify you promptly and without undue delay after becoming aware of such breach. Cykel will take reasonable steps to mitigate the effects and to minimise any damage resulting from the security breach in accordance with our obligations under applicable data protection laws and the DPA.
6.13 Subprocessors
You acknowledge and agree that Cykel may engage subprocessors to process Customer Data on your behalf. Cykel will maintain a list of its current subprocessors and will provide you with mechanisms to subscribe to notifications of new subprocessors.
By using the Services, you acknowledge that you have read, understood, and agree to these terms governing Customer Data and privacy. You also confirm that you have read and agree to the terms of our Privacy Policy and Data Processing Agreement.
6.14 Data Processing Agreement
The Cykel Data Processing Agreement ("DPA") is hereby incorporated into this Agreement by reference and applies to the extent Cykel processes any Personal Data contained within Customer Data on behalf of Customer in the provision of the Services. The DPA is available upon request and includes:
a) Details of the subject matter, duration, nature, and purpose of the data processing; b) Types of Personal Data processed; c) Categories of Data Subjects; d) Obligations and rights of the Customer (as the data controller) and Cykel (as the data processor); e) Technical and organisational measures implemented by Cykel to protect Personal Data; f) Provisions for engaging sub-processors; g) Procedures for handling data subject requests; h) Processes for handling data breaches; i) Data transfer mechanisms for international data transfers, including the EU Standard Contractual Clauses where applicable.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 Ownership of Services
Cykel and its licensors retain all right, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth in this Agreement.
7.2 Licence to Use Services
Subject to the terms and conditions of this Agreement, Cykel grants you a limited, non-exclusive, non-transferable, non-sublicensable licence during the Subscription Term to access and use the Services solely for your internal business purposes.
7.3 Restrictions
You shall not:
a) Modify, copy, or create derivative works based on the Services;
b) Frame or mirror any content forming part of the Services;
c) Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services;
d) Access the Services in order to build a competitive product or service or copy any ideas, features, functions, or graphics of the Services;
e) License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Services available to any third party, other than to Users as permitted herein.
7.4 Ownership of Customer Data
As between Cykel and Customer, Customer retains all right, title, and interest in and to the Customer Data. Customer grants Cykel a non-exclusive, worldwide, royalty-free licence to use, reproduce, distribute, and display the Customer Data solely to the extent necessary to provide the Services to Customer.
7.5 Feedback
If you provide any feedback, suggestions, or recommendations regarding the Services ("Feedback"), Cykel shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual licence to use or incorporate any such Feedback into the Services or other Cykel products. You assign to Cykel all right, title, and interest in and to such Feedback.
7.6 Cykel Trademarks
Cykel's name, logo, and product names are trademarks of Cykel, and no right or licence is granted to use them without Cykel's prior written consent.
7.7 Third-Party Components
The Services may include components supplied by third parties, including open source software. Any such third-party components are provided subject to the applicable third-party terms and conditions.
7.8 Copyright Infringement
If you believe that any material on the Services infringes upon any copyright which you own or control, you may send a written notification of such infringement to legal@cykel.ai
7.9 Patent Notice
The Services may be protected by one or more patents owned by Cykel or its affiliates.
7.10 Reservation of Rights
All rights not expressly granted to you are reserved by Cykel and its licensors.
7.11 Customer Applications
If you use the Services to develop applications for use by your customers ("Customer Applications"), you retain all right, title, and interest in and to such Customer Applications. However, your use of the Services in connection with such Customer Applications remains subject to this Agreement.
7.12 Publicity Rights
Cykel may identify you as a Cykel customer in its promotional materials. You may request that Cykel stop doing so by submitting an email to info@cykel.ai at any time. Please note that it may take us up to 30 days to process your request.
7.13 Export Control
You agree to comply with all applicable export and re-export control laws and regulations in your use of the Services.
By using the Services, you acknowledge and agree to these terms governing intellectual property rights. You also represent and warrant that you have all necessary rights to grant the licences and permissions herein.
8. PAYMENT TERMS
8.1 Fees. Customer agrees to pay all fees specified in the Order Form(s) or as otherwise agreed upon in writing. Except as otherwise specified herein or in an Order Form:
a) Fees are quoted and payable in the currency specified in the Order Form;
b) Fees are based on Services purchased and not actual usage;
c) Payment obligations are non-cancelable and fees paid are non-refundable;
d) The subscription purchased cannot be decreased during the relevant Subscription Term.
8.2 Invoicing and Payment. Cykel will invoice Customer in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date. Customer is responsible for maintaining complete and accurate billing and contact information in the Services.
8.3 Overdue Payments. If any invoiced amount is not received by Cykel by the due date, then without limiting Cykel's rights or remedies:
a) Those charges may accrue late interest at the rate of 1% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower;
b) Cykel may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 8.2.
8.4 Suspension of Service. If any amount owed by Customer under this or any other agreement for Cykel's services is 30 or more days overdue, Cykel may, without limiting its other rights and remedies, suspend Services to Customer until such amounts are paid in full. Cykel will give Customer at least 10 days' prior notice that its account is overdue before suspending services.
8.5 Payment Disputes. Cykel will not exercise its rights under Section 8.3 or 8.4 if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
8.6 Taxes. Cykel's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Cykel has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 8.6, Cykel will invoice Customer and Customer will pay that amount unless Customer provides Cykel with a valid tax exemption certificate authorised by the appropriate taxing authority.
8.7 Future Functionality. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Cykel regarding future functionality or features.
8.8 Subscription Term and Renewal. The Subscription Term shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant Subscription Term. The per-unit pricing during any automatic renewal term will be the same as that during the immediately prior term unless Cykel has given Customer written notice of a pricing increase at least 60 days before the end of the prior term, in which case the pricing increase will be effective upon renewal and thereafter.
8.9 Usage Limits. Services are subject to usage limits, including, for example, the quantities specified in Order Forms. Unless otherwise specified:
a) A quantity in an Order Form refers to Users, and the Service may not be accessed by more than that number of Users;
b) A User's account may not be shared with any other individual;
c) A User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Service.
If Customer exceeds a contractual usage limit, Cykel may work with Customer to seek to reduce Customer's usage so that it conforms to that limit. If, notwithstanding Cykel's efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable Services promptly upon Cykel's request, and/or pay any invoice for excess usage in accordance with Section 8.2.
By using the Services, Customer acknowledges and agrees to these Payment Terms.
9. TERM AND TERMINATION
9.1 Term of Agreement
This Agreement commences on the date you first accept it and continues until all Subscription Terms granted in accordance with this Agreement have expired or been terminated.
9.2 Subscription Term
The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant Subscription Term.
9.3 Termination for Cause
A party may terminate this Agreement for cause:
(i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or
(ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
9.4 Refund or Payment upon Termination
If this Agreement is terminated by you in accordance with Section 9.3 (Termination for Cause), Cykel will refund you any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Cykel in accordance with Section 9.3, you will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve you of your obligation to pay any fees payable to Cykel for the period prior to the effective date of termination.
9.5 Customer Data Portability and Deletion
Upon request by you made within 30 days after the effective date of termination or expiration of this Agreement, Cykel will make your Customer Data available to you for export or download as provided in the Documentation. After such a 30 day period, Cykel will have no obligation to maintain or provide any of your Customer Data, and will thereafter delete or destroy all copies of your Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.
9.6 Surviving Provisions
The sections titled "Payment Terms" (Section 8), "Intellectual Property Rights" (Section 7), "Confidentiality" (Section 12), "Warranties and Disclaimers" (Section 10), "Limitation of Liability" (Section 11), "Indemnification" (Section 13), "Refund or Payment upon Termination" (Section 9.4), "Customer Data Portability and Deletion" (Section 9.5), "Effect of Termination" (Section 9.8), and "General Provisions" will survive any termination or expiration of this Agreement.
9.8 Effect of Termination
Upon termination of this Agreement: (a) all rights granted to you under this Agreement will terminate; (b) you will cease all use of the Services; (c) you will return or destroy all copies of the Documentation in your possession or control; (d) each party will return or destroy all Confidential Information of the other party in its possession or control, except as necessary to comply with applicable laws.
9.9 Renewal Notification
Cykel will notify you at least 10 days before the end of your Subscription Term of the upcoming renewal. This notification will include any changes to the fees for the renewal term.
By using the Services, you acknowledge and agree to these terms governing the term and termination of the Agreement. If you have any questions about this section, please contact us at info@cykel.ai.
10. WARRANTIES AND DISCLAIMERS
10.1 Cykel Warranties. Cykel warrants that:
a) It has the legal power and authority to enter into this Agreement;
b) It will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof;
c) The Services will perform materially in accordance with the applicable Documentation;
d) It will not knowingly introduce any malicious software into the Services.
10.2 Customer Warranties. Customer warrants that:
a) It has the legal power and authority to enter into this Agreement;
b) It owns or has obtained all necessary rights, consents, and permissions to use and submit the Customer Data as contemplated by this Agreement;
c) The Customer Data and Customer's use of the Services will not violate any applicable law, regulation, or rights of any third party.
10.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND CYKEL MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CYKEL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
10.4 Internet Delays. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CYKEL IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
10.5 Beta Services. FROM TIME TO TIME, CYKEL MAY INVITE CUSTOMER TO TRY BETA SERVICES AT NO CHARGE. CUSTOMER MAY ACCEPT OR DECLINE ANY SUCH TRIAL IN ITS SOLE DISCRETION. BETA SERVICES ARE PROVIDED FOR EVALUATION PURPOSES AND NOT FOR PRODUCTION USE, ARE NOT SUPPORTED, MAY CONTAIN BUGS OR ERRORS, AND MAY BE SUBJECT TO ADDITIONAL TERMS. BETA SERVICES ARE NOT CONSIDERED "SERVICES" HEREUNDER AND ARE PROVIDED "AS IS" WITH NO EXPRESS OR IMPLIED WARRANTY. CYKEL MAY DISCONTINUE BETA SERVICES AT ANY TIME IN ITS SOLE DISCRETION AND MAY NEVER MAKE THEM GENERALLY AVAILABLE.
10.6 Third-Party Services. CYKEL MAKES NO WARRANTY OR REPRESENTATION REGARDING ANY THIRD-PARTY SERVICES. CUSTOMER'S USE OF THIRD-PARTY SERVICES IS SOLELY BETWEEN CUSTOMER AND THE APPLICABLE THIRD-PARTY PROVIDER.
10.7 AI and Machine Learning Disclaimer. THE SERVICES MAY INCLUDE FEATURES THAT UTILISE ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES. CUSTOMER ACKNOWLEDGES THAT THESE TECHNOLOGIES ARE EVOLVING AND MAY PRODUCE UNEXPECTED OR INACCURATE RESULTS. CYKEL MAKES NO WARRANTY REGARDING THE ACCURACY, RELIABILITY, OR APPROPRIATENESS OF ANY OUTPUT GENERATED BY THESE TECHNOLOGIES.
10.8 No Guarantee of Results. CYKEL DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES. THE SERVICES ARE INTENDED FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL JUDGEMENT OR ADVICE.
10.9 Regulation and Export Control. CUSTOMER ACKNOWLEDGES THAT THE SERVICES MAY BE SUBJECT TO EXPORT RESTRICTIONS AND ECONOMIC SANCTIONS LAWS OF THE UNITED KINGDOM, EUROPEAN UNION, UNITED STATES AND OTHER JURISDICTIONS. CUSTOMER AGREES TO COMPLY WITH ALL SUCH APPLICABLE RESTRICTIONS AND LAWS.
10.10 High-Risk Use. THE SERVICES ARE NOT DESIGNED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE IN WHICH THE FAILURE OF THE SERVICES COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR PROPERTY DAMAGE (COLLECTIVELY, "HIGH-RISK USES"). CUSTOMER AGREES NOT TO USE THE SERVICES FOR ANY HIGH-RISK USES.
10.11 Responsibility for Content. CUSTOMER IS SOLELY RESPONSIBLE FOR THE DEVELOPMENT, CONTENT, OPERATION, MAINTENANCE, AND USE OF CUSTOMER DATA. CUSTOMER ACKNOWLEDGES THAT CYKEL DOES NOT CONTROL, VERIFY, OR ENDORSE THE CUSTOMER DATA THAT CUSTOMER PROCESSES USING THE SERVICES.
By using the Services, Customer acknowledges these warranties and disclaimers and agrees that they form an essential basis of the bargain between Customer and Cykel.
11. LIMITATION OF LIABILITY
11.1 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT. THE FOREGOING SHALL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 8 (PAYMENT TERMS).
11.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
11.3 Exceptions. The limitations in Sections 11.1 and 11.2 shall not apply to:
a) Either party's breach of its confidentiality obligations under Section 12 (Confidentiality);
b) Customer's violation of Cykel's intellectual property rights;
c) Either party's gross negligence, wilful misconduct, or fraud.
11.4 Nature of Claims. The parties agree that the waivers and limitations specified in this Section 11 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
11.5 Failure of Essential Purpose. The parties acknowledge that the limitations of liability set forth in this Section 11 are an essential element of the Agreement between the parties and that in its absence the economic terms of this Agreement would be substantially different.
11.6 Risk Allocation. Customer acknowledges and agrees that Cykel has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties.
11.7 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that party's reasonable control and occurring without that party's fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labour problems, computer attacks or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
11.8 Independent Allocations of Risk. Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks of this Agreement between the parties. This allocation is reflected in the pricing offered by Cykel to Customer and is an essential element of the basis of the bargain between the parties.
By using the Services, Customer acknowledges and agrees to these limitations of liability, which form an essential basis of the agreement between Customer and Cykel.
12. CONFIDENTIALITY
12.1 Definition of Confidential Information. "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of Cykel includes the Services, and the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.
12.2 Exceptions. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
12.3 Protection of Confidential Information. The Receiving Party shall: (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (iii) except as otherwise authorised by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
12.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
12.5 Duration of Confidentiality Obligation. The Receiving Party's obligations under this Section 12 with respect to any Confidential Information of the Disclosing Party shall terminate 2 years from the date of disclosure of such Confidential Information; provided, however, that (i) obligations with respect to any personally identifiable information contained in the Disclosing Party's Confidential Information shall survive in perpetuity and (ii) trade secrets shall be protected for as long as such information qualifies as a trade secret under applicable law.
12.6 Return of Confidential Information. Upon termination of this Agreement, the Receiving Party shall return all copies of the Disclosing Party's Confidential Information or certify, in writing, the destruction thereof.
12.7 Rights and Remedies. The Receiving Party acknowledges that any breach of its obligations with respect to Confidential Information may cause irreparable harm for which the Disclosing Party shall have the right to seek injunctive relief in addition to any other legal remedies.
12.8 Residual Information. Notwithstanding anything to the contrary herein, each party shall be free to use for any purpose the residuals resulting from access to or work with the Confidential Information of the other party, provided that such party shall not disclose the Confidential Information except as expressly permitted under this Agreement. The term "residuals" means information in intangible form, which is retained in memory by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals.
By using the Services, Customer acknowledges and agrees to these confidentiality terms, which are essential to protecting both parties' sensitive business information.
13. INDEMNIFICATION
13.1 Indemnification by Cykel
Cykel shall defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that the Services, when used as authorised under this Agreement, infringe or misappropriate such third party's intellectual property rights (a "Claim Against Customer"), and shall indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a court-approved settlement of, a Claim Against Customer, provided that Customer:
a) promptly gives Cykel written notice of the Claim Against Customer;
b) gives Cykel sole control of the defence and settlement of the Claim Against Customer (except that Cykel may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability); and
c) gives Cykel all reasonable assistance, at Cykel's expense.
13.2 Indemnification by Customer
Customer shall defend Cykel against any claim, demand, suit or proceeding made or brought against Cykel by a third party alleging that Customer Data, or Customer's use of the Services in breach of this Agreement, infringes or misappropriates such third party's intellectual property rights or violates applicable law (a "Claim Against Cykel"), and shall indemnify Cykel from any damages, attorney fees and costs finally awarded against Cykel as a result of, or for any amounts paid by Cykel under a court-approved settlement of, a Claim Against Cykel, provided that Cykel:
a) promptly gives Customer written notice of the Claim Against Cykel;
b) gives Customer sole control of the defence and settlement of the Claim Against Cykel (except that Customer may not settle any Claim Against Cykel unless it unconditionally releases Cykel of all liability); and
c) gives Customer all reasonable assistance, at Customer's expense.
13.3 Exclusive Remedy
This Section 13 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this Section 13.
13.4 Mitigation of Infringement Claims
If Cykel receives information about an infringement or misappropriation claim related to the Services, Cykel may in its discretion and at no cost to Customer:
a) modify the Services so that they no longer infringe or misappropriate, without breaching Cykel's warranties under Section 11.1 (Cykel Warranties);
b) obtain a licence for Customer's continued use of the Services in accordance with this Agreement; or
c) terminate Customer's subscriptions for the Services upon 30 days' written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions.
13.5 Limitations
The above defence and indemnification obligations do not apply to the extent a Claim Against Customer or Claim Against Cykel arises from:
a) the indemnified party's breach of this Agreement;
b) use of the Services or Customer Data in combination with technology or services not provided by Cykel or authorised in the Documentation, if the Services or use thereof would not infringe without such combination;
c) use of non-current or unsupported versions of the Services;
d) modifications to the Services not made by Cykel; or
e) use of the Services after notice of the alleged or actual infringement from Cykel or any appropriate authority.
13.6 Personal Injury and Death
Nothing in this Agreement shall exclude or limit either party's liability for personal injury or death caused by its negligence.
The indemnities in this Section 13 shall survive termination of this Agreement.
