Terms of Service
Terms of Service

Terms of Service

Terms of Service

Content:

đź’ˇ
Last updated on January 11, 2024

These Terms of Service constitute a contract between the person or entity using services or content provided by Cycls (“Customer”) and the Cycls entity with which the Customer is contracting as per these Terms of Service (“Cycls”). Before using any service or content provided by Cycls, you must agree to these Terms of Service. If you are not prepared to contractually agree to be bound by these Terms of Service, you may not use any service or content available through the Cycls platform or otherwise made available by Cycls.

1. Interpretation

1.1 Contracting Entities

Regardless of your geographical location, this Agreement is contracted between you, the Customer, and Cycls Middle East Ltd, a company incorporated under the laws of Abu Dhabi Global Market.

1.2 Documents incorporated in the Agreement

The Terms of Service may reference external documents, including but not limited to, a Privacy Policy or Service Level Agreement. All such documents, along with the specifics of the Customer's subscription to Cycls's software services or access to content (which may be detailed on the Cycls website or in a separate proposal), are incorporated by reference into this agreement between the Customer and Cycls.

1.3 Subscriptions

Cycls offers a range of subscription plans, with certain provisions of this agreement being specifically applicable to each distinct plan.

  1. (a) Community (Free) Plan: This is the complimentary version of Cycls's Software Services, available to all Customers at no cost.
  2. (b) Self-Serve Plan: This refers to the paid subscription of Cycls's Software Services, which Customers can subscribe to directly through the Cycls website.
  3. (c) Enterprise Plan: means the Customer subscribed to the paid version Software Services through a Cycls sales representative.

1.4 Definitions

For the purposes of this Agreement:

  1. “Acceptable Use Policies” refer to the policies adopted from time to time by Cycls for responsible and ethical use of the Software and its features.
  2. “Affiliate” means any entity that directly or indirectly controls or is controlled by, or is under common control with, the party specified. For purposes of this definition, “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the subject entity.
  3. “Agreement” means these Terms of Service and any Transaction Document or other document reference herein including the applicable Proposal(s) (for Enterprise Plans) and all schedules attached (if applicable).
  4. “Analytics Data” includes data on the usage, metadata, and other relevant details generated by the Software pertaining to its use by Authorized Users.
  5. “Authentication ID” means a security feature allowing an Authorized User to identify themselves and access the Software, which may include user IDs, secret keys, passwords, digital certificates, or other similar authentication methods as established by Cycls.
  6. “Authorized User” means an individual who is permitted by both the Customer and Cycls to access and use the Software Services.
  7. “Business Day” and “Business Hour” are defined as standard working days and hours, excluding weekends and public holidays, in the region where Cycls operates.
  8. “Confidential Information” means all confidential and proprietary information of a Party (the “Disclosing Party”) disclosed to the other Party (the “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, including the information on the Order Form, the Customer Data, the non-public aspects of the Services, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (d) is received from a third party without breach of any obligation owed to the Disclosing Party.
  9. “Customer App” refers to a software application or program developed using Cycls’s platform, including any configuration data or other associated data. This app is created by the Customer, or by entities engaged by the Customer, for the purpose of automating interactions with end-users or facilitating specific functionalities as outlined by the Customer, in accordance with the terms of this Agreement.
  10. “Conversational Data” encompasses the content and actions inputted by end-users into the Customer App and the responses or outputs generated by the Customer App during its operation. This data reflects the interactive exchanges between the app and its users and includes, but is not limited to, text inputs, images and actions preformed by the end-user and responses generated by and through the app.
  11. “Customer Data” collectively refers to all data, files, documents, or other information: (i) uploaded by the Customer or Authorized Users to the Cycls Infrastructure when using the Software Services, (ii) derived or obtained from such data or information submitted by the Customer via the Software Services.
  12. “Documentation” means the user manuals and guides related to the operation and functions of the Software, which may be revised or updated by Cycls.
  13. "End-User" refers to any individual or entity that interacts with or uses the applications or services developed by or for Customers using Cycls's platform. End-Users are distinct from Customers in that they do not directly engage with the Cycls platform for development purposes but rather use the final applications or services created by Customers.
  14. “Subscription Fees” are the charges paid by the Customer for the use of Software Services.
  15. “Intellectual Property Rights” means all industrial and other intellectual property rights comprising or relating to: (a) patents and inventions; (b) trade-marks; (c) internet domain names, whether or not trade-marks, registered by any authorized private registrar or governmental authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and industrial design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (e) trade secrets; (f) any other statutory provision or common law principle applicable to this Agreement which may provide a right in either: (i) Intellectual Property; or (ii) the expression or use of Intellectual Property; and (g) any and all applications, registrations, licenses, sub-licenses, franchises, agreements or any other evidence of a right in any of the foregoing.
  16. “Intellectual Property” means both tangible and intangible assets that are protected under Intellectual Property Rights. This broad category includes, without limitation, ideas, formulae, algorithms, concepts, techniques, processes, methodologies, systems, research, information, documentation, data compilations, designs, diagrams, software and its source code, technologies, inventions, tools, product knowledge, know-how, trade secrets, and other relevant materials or items.
  17. “Malicious Code” means a piece of code usually disguised as something else that causes some unexpected and undesirable event and which is designed to automatically spread to other computer users.
  18. “Objectionable Content” means content that infringes any applicable laws or third-party rights, including content which is obscene, indecent, or offensive.
  19. “Party” or “Parties” refers to Cycls and/or the Customer involved in this Agreement.
  20. “Payment Method” means credit card information inputted by the Customer on the Software interface for the purpose of paying Subscription Fees.
  21. “Person” means any individual, estate, sole proprietorship, firm, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, limited liability company, corporation, body corporate, trustee, trust, governmental authority or other entity or organization.
  22. “Personal Data” is information about identifiable individuals or information protected under relevant laws and regulations.
  23. “Professional Services” includes services offered by Cycls apart from Software access and technical support, like training and development of new features.
  24. “Proposal” is the document detailing the Customer's subscription to an Enterprise Plan, agreed upon by both the Customer and Cycls.
  25. “Software Services” means the access and use of the Cycls platform and included support services, as per the Agreement, excluding Professional Services.
  26. “Software” refers to the Cycls platform, inclusive of any integrated third-party software, accessible through a web or mobile application connected to the Cycls Infrastructure.
  27. “Specifications” detail the technical standards for the performance and operation of the Software, as outlined in the Proposal.
  28. "Superchat" refers to a unique feature within the Cycls platform. It is a centralized chat interface that allows End-Users to interact with various AI-powered applications developed by Customers using Cycls.
  29. “Use” of the Software involves activating its processing capabilities, including loading, executing, accessing, employing, or displaying information from such operations.

2. SOFTWARE SERVICES

2.1 Access to Software

Subject to the compliance of the Customer and Authorized Users with this Agreement, Cycls grants Authorized Users the right to access and use the Software Services through the Cycls Infrastructure.

2.2 Usage Limitations

The Software Services may be provided to the Customer under various subscription plans, each with specific limitations. These limitations are as follows:

  1. a) Features available within the chosen subscription plan.
  2. b) Usage restrictions imposed by the selected plan, which may include:(i) limits on the number of deployments ;(ii) limits on the number of publishing channels.

2.3 Superchat Publication

Publishing on the Superchat

All Customer Apps developed using the Cycls platform will be published on the Superchat, Cycls's centralized chat interface. Each app will be assigned a unique identifier, as chosen or approved by the Customer, to distinguish it within the Superchat environment.

Unique Identifier

The unique identifier for each Customer App will be created in accordance with Cycls's guidelines and will be used exclusively for identifying and accessing the app within the Superchat interface. This identifier ensures that End-Users can easily find and interact with the Customer’s App.

Enterprise Customers

For Enterprise Customers, the specifics of app publication and identifier assignment on Superchat may be subject to separate agreements or terms, as mutually agreed upon. These specifics will be outlined in the enterprise agreement or in a separate addendum to this Agreement.

Compliance and Standards

All Customer Apps must adhere to Cycls's content and quality standards. reserves the right to review and approve all Customer Apps and their unique identifiers to ensure they meet these general expectations of quality and appropriateness.

2.4 Roles and Permissions

The Customer can assign roles and permissions to Authorized Users and end-users via the Software interface, as well as through their own infrastructure if applicable. The Customer is solely responsible for the correct configuration of these roles and permissions and must conduct necessary verifications. This responsibility extends to ensuring the proper management of end-user access within the applications or services developed using Cycls's platform. Cycls is not liable for inadvertent data disclosure or security breaches that arise due to improper configuration of access permissions by the Customer, whether for Authorized Users or end-users.

2.5 Updates

Cycls may periodically update the Software and introduce new features. These updates and features will be provided at Cycls’s discretion, and no commitment is made regarding the development of future versions of the Software. The Customer acknowledges that their subscription is not contingent upon any future feature development or any communications about potential future features.

2.6 Authentication IDs

To access the Software Services, the Customer must register Authorized Users and create Authentication IDs. This responsibility extends to managing and securing the Authentication IDs of end-users accessing the Customer's applications or services developed using Cycls's platform. The Customer is accountable for all actions taken under these IDs, whether by Authorized Users or end-users. Any misuse, errors, or unauthorized access involving these Authentication IDs must be promptly reported to Cycls. For the purposes of this Agreement, any use of the Software by Authorized Users under a Customer Authentication ID is considered as use by the Customer.

2.7 Permitted Use

Only Authorized Users are allowed to use the Software Services, which are limited to the features outlined in the Documentation or specified in the Proposal, where applicable. The Customer must obtain written consent from Cycls for any unintended use of the Software.

2.8 Prohibited Use

The Customer must not:

  1. a) Use the Software for illegal activities.
  2. b) Introduce Objectionable Content or Malicious Code to the Cycls Infrastructure or the Software.
  3. c) Intercept or attempt to intercept messages not intended for the Customer or their Authorized Users.
  4. d) Access or attempt to access other customers' data.
  5. e) Overburden the Cycls Infrastructure with unreasonable demands.
  6. f) Use the Software Services to develop similar software.
  7. g) Reverse engineer the Software, except as permitted by law.
  8. h) Remove proprietary notices from the Software, Documentation, or Cycls Content.

The Customer is responsible for any violations of these prohibitions by their employees, agents, contractors, and Authorized Users.

2.9 Monitoring by Cycls

Cycls reserves the right to monitor and audit the Customer's and its Authorized Users' use of the Software for analytics purposes (as detailed in Section 9.3 - Analytics Data) and to ensure compliance with this Agreement. This monitoring or audit may be conducted by Cycls or an authorized third party, at Cycls's expense.

Should Cycls's monitoring or audit reveal any breach of this Agreement by the Customer or any Authorized User, including non-compliance with applicable laws, Cycls may, at its sole discretion and without prior notice, suspend the Software Services to the Customer or specific Authorized User(s). Cycls will notify the Customer of such suspension as soon as reasonably possible, detailing the reasons for the suspension. If the Customer remedies the breach to Cycls’s satisfaction, Cycls may reinstate the Software Services. Failure to rectify the breach within a reasonable period will be considered a material breach of this Agreement, giving Cycls the right to terminate the Agreement as outlined in Section 11.

2.10 Third-Party Hosting

The Customer acknowledges and agrees that the Software may be hosted by a third-party service provider, and that the Cycls Infrastructure, including the hosting and processing of Customer Data, may be entirely or partially provided by third-party service providers as described in the Proposal. The Customer understands that:

  1. Customer Data is stored in a shared environment but is logically segregated from data belonging to others within the same infrastructure.
  2. Unless specified otherwise by Cycls, Customer Data, including Conversational Data, may be processed in a different location and on different infrastructure than where it is hosted.
  3. Unless otherwise explicitly agreed in writing by Cycls, the hosting location of the Cycls Infrastructure and Customer Data, including the physical location of the Software, may be anywhere in the world at Cycls's discretion.

3. Cycls CONTENT

3.1 License

Under the terms and conditions of this Agreement, Cycls grants the Customer a limited, revocable, non-transferable, and non-exclusive right (without the right to sublicense) to access and use the Cycls Content. This right includes permission to reproduce Cycls Content solely to the extent necessary for the Use of the Software Services.

3.2 Open-Source Content

Certain Cycls Content may be made available under different terms and conditions, such as open-source licenses (e.g., AGPL3). Any use, modification, and distribution of Cycls Content under an open-source license are subject to the terms and conditions of that specific license. It should be clearly understood that the Customer is not permitted to combine Cycls Content provided under these Terms of Service with content available under an open-source license for the purposes of further distribution.

4. FEES AND BILLING

4.1 Fees

For the provision of Software Services, the Customer agrees to pay Cycls the Subscription Fees as outlined in the chosen subscription plan or as detailed in the Proposal. As part of accessing Cycls's Platform, these fees, along with any applicable taxes, will be processed by Paddle, our designated Merchant of Record. All invoicing and payment transactions from the Customer's account will be carried out under the name “Paddle” Customers should review Paddle's Terms and Condtions and Privacy Policy for further details regarding payment processing.

Cycls reserves the right to modify the Subscription Fees. Any changes to the fees will be communicated to the Customer with at least 30 days' advance notice. This notification may include announcements via Cycls's official communication channels, such as the Cycls website or customer email notifications.

4.2 Billing

Unless specified differently in a Proposal, Subscription Fees for the use of the Software Services are billed in advance at the beginning of the Customer’s billing cycle. Customers have the ability to manage their anticipated monthly expenditure through the Software's features. It should be noted that reaching the pre-set monthly spend limit may result in certain features of the Software Services becoming unavailable until the next billing cycle or until the spend limit is adjusted.

4.3 Taxes

Subscription Fees are exclusive of applicable taxes such as sales, value-added, goods and services, and other related taxes. The Customer is responsible for these taxes, except for taxes on Cycls’s income and its Affiliates. Paddle will calculate taxes using the rates based on the Customer's billing address.

4.4 Credit Card Payments

By providing a Payment Method, the Customer authorizes Cycls to charge their Payment Method for all Subscription Fees and any other fees due under the Agreement. Customer further authorizes Cycls to use a third party to process payments, and consent to the disclosure of its payment information to such third party.

It is the Customer's responsibility to ensure that a valid Payment Method is maintained in their account and that there are sufficient funds available to cover all Subscription Fees incurred through the use of the Software Services.

4.5 Suspension of Services

Should Subscription Fees become overdue, or if the Payment Method is declined or insufficient when due, Cycls will notify the Customer. Cycls may suspend the Software Services 3 days after issuing the notice. Partial suspension may occur automatically if the Payment Method is unavailable or lacks sufficient funds.

4.6 Refunds

All payments made to Cycls, including subscription fees and other charges, are generally non-refundable. Exceptions for Enterprise Customers, as outlined in their specific agreements/Proposal, may allow for refunds under certain conditions. Eligible refunds, where applicable, will follow Cycls’s financial procedures.

5. SERVICE LEVEL

5.1 Free and Growth Plans

Customers subscribed to Cycls's Free or Self-Serve Plans will receive service levels as defined by the specific terms of each plan.

5.2 Enterprise Plan

Customers on the Enterprise Plan will receive Software Services in accordance with Cycls’s Standard Service Level Agreement (SLA).

6. MAINTENANCE AND SUPPORT

6.1 Maintenance

Periodic maintenance of the Cycls Infrastructure and/or Software may be necessary. This includes routine maintenance for the continuous provision of the Software Services and upgrades or enhancements. Cycls will endeavor to perform such maintenance during times that minimize the impact on the Customer. When possible, Cycls will provide advance notice of scheduled maintenance through website announcements or email notifications to the designated Customer contact.

6.2 Included Support

Cycls may offer technical support to Authorized Users on the Free and Self-Serve Plans during business hours, at Cycls's discretion.

7. PROFESSIONAL SERVICES

7.1 Services

Cycls may provide Professional Services at its discretion. Unless specified in a Proposal, Cycls is not obligated to provide Professional Services. In the absence of a separate written agreement, the provisions of this Section 7 govern all Professional Services provided by Cycls.

7.2 Professional Fees

Fees for Professional Services will be as agreed between the Customer and Cycls. Without such agreement, Cycls is entitled to charge based on its current rates for similar services.

Payment for Professional Services will be based on terms separately agreed between the Customer and Cycls. These payments are distinct from the Subscription Fees and are not processed through Paddle. Instead, Cycls and the Customer will arrange an alternative payment method suitable for such services.

7.3 IP Rights

The Customer acknowledges that deliverables from Professional Services are intended for use with the Software Services. Cycls owns all rights to these deliverables, except for Customer Apps. The Customer assigns all rights to these deliverables to Cycls. Cycls grants the Customer a non-exclusive, non-transferable license to use deliverables (excluding Customer Apps) in conjunction with the Software Services, upon full payment for the Professional Services.

7.4 Quality of Services

Cycls commits to delivering Professional Services in a professional manner. If Cycls fails to meet this standard, the Customer's sole remedy is to request re-performance of the non-conforming services. Should re-performance be unfeasible, the Customer is entitled to a refund of the fees paid for the non-conforming portions of the Professional Services.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Ownership

The Customer acknowledges and agrees that, as between the Customer and Cycls, Cycls owns all worldwide rights, titles, and interests, including all Intellectual Property Rights, in and to: (i) the Cycls Infrastructure; (ii) the Software; (iii) the “look and feel” and user interface of the Software; (iv) Documentation; and (v) any modifications, enhancements, upgrades, updates, or customization to the Software or Documentation (“Improvements”), including those made at the request or expense of the Customer and involving the Customer’s participation. The Customer does not acquire any rights, titles, or ownership interests of any kind in the foregoing, other than the authorization to use the Software granted herein, subject to all restrictions set forth in this Agreement.

8.2 Feedback from Customer

If the Customer, including any employee, officer, agent, or contractor, provides Cycls with feedback about improvements to the Software, Cycls Infrastructure, or Software Services (“Feedback”), the Customer authorizes Cycls to use the Feedback without restriction. The Customer warrants that the Feedback contains no confidential or proprietary information of third parties and agrees that (i) Cycls has no obligation of confidentiality with respect to the Feedback; (ii) Cycls may use or disclose the Feedback in any manner, on any medium, and anywhere in the world; (iii) Cycls may already be developing similar elements to those mentioned in the Feedback; and (iv) the Customer will not be compensated for Cycls’s use of the Feedback.

8.3 Customer Apps

The intent is that the Software remains the property of Cycls, while the products of the Customer's work with the Software are owned by the Customer. As between the Customer and Cycls, the Customer shall exclusively own the Intellectual Property Rights in and to Customer Apps. If any Intellectual Property Rights in or to Customer Apps are initially owned by Cycls or its employees or subcontractors by operation of law or otherwise, Cycls agrees to assign to the Customer any such Intellectual Property Rights as they are created.

8.4 List of Customers

The Customer authorizes Cycls to display its name, trademark, and logo on a website and in any other promotional material for the sole purpose of identifying the Customer as a user of the Platform. This authorization is subject to the Customer's reasonable requirements regarding the use of its trademarks and logos and can be withdrawn by written notice at any time. Cycls will have a reasonable period to respond to the withdrawal of authorization and will not be obligated regarding printed material already distributed or materials no longer under its control.

9. DATA PROCESSING

9.1 Customer Data

Cycls acknowledges and agrees that, as between the Customer and Cycls, all worldwide rights, titles, and interests, including all Intellectual Property Rights in and to the Customer Data, shall be the exclusive property of the Customer. Cycls does not acquire any rights, titles, or ownership interests of any kind in the Customer Data, other than the license granted herein for operational purposes.

9.2 Customer Data License

The Customer represents and warrants to Cycls that they have all necessary rights to upload the Customer Data to the Cycls Infrastructure. The Customer grants Cycls the right to use, copy, store, transfer, and display the Customer Data solely to enable Cycls to perform the Software Services under this Agreement. Cycls may provide Customer Data to third-party providers involved in delivering the Software Services.

9.3 Analytics Data

Cycls may generate Analytics Data from the Customer’s or Authorized Users’ use of the Software and from Customer Data. Cycls will ensure that any Analytics Data, especially those identifying the Customer, Authorized Users, end users, or containing Personal Data, remains confidential. Cycls retains ownership of the Analytics Data and is under no obligation to share it with the Customer. Analytics Data may be used for improving software features, technical support, training algorithms, auditing software security, and identifying trends, among others, always ensuring customer privacy and data integrity.

9.4 Security Measures

Cycls will implement commercially reasonable technical and organizational security measures to protect Customer Data from unauthorized access, alteration, or destruction. Security measures and standards may evolve due to changes in industry practices or Cycls's practices. Details on Cycls’s current security measures can be accessed through our official communication channels.

9.5 Backup

The Customer is solely responsible for backing up their Data. While Cycls will endeavor to maintain the availability and integrity of Customer Data, the Software Services do not include backup services for Customer Data. Therefore, the Customer should ensure that their Data is securely backed up outside of Cycls’s platform.

10. CONFIDENTIALITY

10.1 Undertaking

Both Cycls and the Customer shall ensure that their employees, officers, agents, and contractors maintain the confidentiality of the other Party’s Confidential Information. They shall use the same degree of care as they use for their own Confidential Information, but no less than a reasonable degree of care. Each Party agrees to use the Confidential Information solely for exercising rights or performing obligations under this Agreement. Confidential Information should not be released, disclosed, or made available to any third party, except to personnel who need to know it for Agreement-related purposes and who are bound by confidentiality agreements.

10.2 Exceptions

The confidentiality obligations outlined in paragraph 10.1 do not apply to information:

  1. a) Publicly available at the time of disclosure, not due to any act or failure by the receiving Party.
  2. b) Already in possession of the receiving Party prior to disclosure, as shown by written records or prior use.
  3. c) Independently developed by the receiving Party without access to the disclosing Party’s Confidential Information, provided there is clear evidence of such independent development.
  4. d) Obtained from a third party lawfully in possession of the information, not violating any obligations to the disclosing Party, and without restriction on disclosure.
  5. e) Disclosed with the prior written consent of the disclosing Party, limited to the scope of such consent.

10.2 Exceptions

Cycls may generate Analytics Data from the Customer’s or Authorized Users’ use of the Software and from Customer Data. Cycls will ensure that any Analytics Data, especially those identifying the Customer, Authorized Users, end users, or containing Personal Data, remains confidential. Cycls retains ownership of the Analytics Data and is under no obligation to share it with the Customer. Analytics Data may be used for improving software features, technical support, training algorithms, auditing software security, and identifying trends, among others, always ensuring customer privacy and data integrity.

10.3 Forced Disclosure

In the event that a Party (including an employee, officer, agent or contractors of said Party) is ordered to disclose all or any part of the Confidential Information under the terms of a valid and effective order issued by a court of competent jurisdiction or by a governmental authority, such Party agrees to: (i) immediately notify the other Party of the existence, terms and circumstances surrounding such a request; (ii) consult with the other Party on the advisability of taking legally available steps to resist or narrow such request; and (iii) if disclosure of such Confidential Information is required, exercise commercially reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the disclosed Confidential Information which the other Party so designates.

11. TERM, RENEWAL AND TERMINATION

11.1 Duration

This Agreement remains effective as long as the Customer is using or accessing Cycls's Software Services. Unless specified otherwise in a Proposal, Enterprise Plans will automatically renew for an additional term of 12 months at the end of the current term unless either party provides a notice of non-renewal to the other party at least 30 days prior to the renewal date.

11.2 Automatic Termination

This Agreement may be terminated immediately by either party upon written notice if:

  1. a) The other party becomes insolvent, bankrupt, admits inability to pay debts, or makes an assignment for the benefit of creditors.
  2. b) The other party applies for or consents to the appointment of a receiver, trustee, or similar officer, or such an appointment is made without consent.
  3. c) The other party initiates or is subjected to any bankruptcy, insolvency, reorganization, or similar proceeding not dismissed within 60 days.

11.3 Termination by Customer

The Customer may terminate this Agreement at any time for any reason by deleting their account through the Software interface, except as restricted by an Enterprise Plan. Continued use of the Software Services post-termination will result in the continuation of the Agreement and the applicable Subscription Fees.

If the Customer has subscribed to the Software Services for a fixed duration, the Customer cannot terminate its subscription earlier than the committed duration. The Customer forgoes any right to terminate its subscription early afforded by applicable law (if any) and agrees that Cycls will be entitled to recover all fees payable per the Customer’s subscription as damages in the event of an early termination other than pursuant to a default from Cycls.

11.4 Termination by Cycls

Cycls may terminate this Agreement immediately upon written notice if:

  1. a) The Customer fails to pay due sums and this continues for 10 business days post-notice.
  2. b) The Customer or an Authorized User infringes Cycls's Intellectual Property Rights.
  3. c) The Customer or an Authorized User engages in prohibited use of the Software.
  4. d) The Customer breaches confidentiality obligations.
  5. e) The Customer materially breaches any other provision of this Agreement and fails to rectify it within 20 business days post-notice.

11.5 Obligations Upon Termination

Upon termination, Cycls will certify in writing that it retains no copies of the Customer Data. Cycls may permanently delete Customer Data 30 days post-termination.

11.6 Plan Changes (Upgrades and Downgrades)

Upgrades: Customers may upgrade their subscription plan at any time. Upon upgrading, the Customer will be billed the prorated difference in Subscription Fees for the remainder of the billing cycle, and the new Subscription Fee rate will apply in subsequent billing cycles.

Downgrades: Customers may downgrade their subscription plan subject to the terms of their current plan. Downgrades will take effect at the beginning of the next billing cycle. No refunds or credits for Subscription Fees already paid will be provided for downgrades occurring during a billing cycle.

Changes Impact: Changes in subscription plans may impact access to certain features, capacities, and other service aspects. Customers are advised to review the implications of plan changes as detailed on Cycls’s website or contact Cycls’s support for more information.

11.7 Survival

Notwithstanding the termination or expiration of this Agreement for any reason, accrued rights, indemnities and all rights and obligation that by their nature shall survive the termination of the Agreement shall survive any such termination or expiration.

12. WARRANTIES

12.1 General Undertaking

Cycls commits to providing the Software Services with reasonable skill and care and warrants that the Software Services will materially perform according to the applicable Documentation.

In the event of non-conformance with this undertaking, Cycls may, at its option and expense: (i) make commercially reasonable efforts to promptly correct any such non-conformance, (ii) provide the Customer with an alternative solution to achieve the desired performance, or (iii) refund the Subscription Fees paid for the period during which the Software Services did not comply. This correction, substitution, or refund is the Customer’s sole and exclusive remedy for any breach of this undertaking.

However, Cycls does not warrant that:

  1. a) The Software Services will be uninterrupted or error-free, or that they will meet the Customer’s requirements if these exceed the agreement terms.
  2. b) It will not be responsible for delays or damages resulting from data transfer over communication networks and facilities, including the internet.
  3. c) It will not be liable for delays in service performance caused by the Customer’s lack of knowledge, lack of cooperation or delay in providing necessary materials.

12.2 Limitation of Warranty

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT OR A PROPOSAL, THE SOFTWARE AND SOFTWARE SERVICES ARE PROVIDED TO THE CUSTOMER “AS IS” AND WITH ALL FAULTS AND DEFECTS, WITHOUT ANY WARRANTY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, Cycls, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND SOFTWARE SERVICES. THIS INCLUDES DISCLAIMERS OF IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AS WELL AS WARRANTIES THAT MAY ARISE OUT OF THE COURSE OF DEALING, PERFORMANCE, OR TRADE PRACTICE. Cycls MAKES NO WARRANTY OR REPRESENTATION THAT THE SOFTWARE OR SOFTWARE SERVICES WILL MEET THE CUSTOMER’S REQUIREMENTS, ACHIEVE INTENDED RESULTS, BE COMPATIBLE WITH OTHER SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, OR BE ERROR-FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

13. LIMITATION OF LIABILITY

13.1 Nature of the Agreement

The parties acknowledge that Cycls’s obligations hereunder are limited to providing a software platform for developing, publishing and managing applications and do not extend to offering advice or guarantees about the outcomes derived from using the Software or Services. The Customer is responsible for ensuring that the Software Services meet their requirements.

13.2 Exclusion of Consequential Damages

Subject to the restrictions of public order provided by law, neither Party shall not liable for indirect, consequential, special or punitive damages arising out of this Agreement or from Customer’s inability to Use the Software Services, including without limitation, loss of business opportunities, loss of profits, loss of anticipated savings, damages for loss or corruption of data and the cost of substitute goods or services, whether such damages are based on contract, fault, tort, negligence, strict liability or any other legal theory, even if a Party has been advised of the possibility of damages.

13.3 Monetary Limitation of Liability

Subject to the restrictions of public order provided by applicable law which cannot be excluded contractually, and without affecting Cyclss’ indemnification obligation set forth at Section 15.2, Cyclss’ liability and/or responsibility toward Customer under this Agreement and related to the Software, the Software Services or the Cycls Content shall be strictly limited to the Subscription Fees paid by Customer to Cycls during the 12-month period preceding the first occurrence giving rise to liability.

14. FORCE MAJEURE

Except for the obligation to pay an amount of money, any delay or failure of either Party to perform its obligations under this Agreement shall be excused if, and to the extent, that the delay or failure is caused by an event or occurrence beyond the reasonable control of the Party and without its fault or negligence, such as, by way of example and not by way of limitation, acts of God, action by any governmental authority (whether valid or invalid), fires, flood, wind storms, explosions, riots, natural disasters, wars, terrorist acts, sabotage, labor problems (including lock-outs, strikes and slow downs, except for any labor problems of the Party claiming a force majeure event), or court order or injunction; provided that written notice of delay (including anticipated duration of the delay) shall be given by the affected Party to the other Party within five (5) days of the affected Party first becoming aware of such event. The Party not affected by a force majeure event may terminate this Agreement if the delay or failure causes said Party substantial harm.

15. INDEMNIFICATION

15.1 By the Customer

The Customer agrees to indemnify, defend, and hold harmless Cycls and its directors, officers, employees, shareholders, consultants, and affiliates (collectively the "Cycls Indemnitees") from any third-party claims brought against the Cycls Indemnitees. This includes direct or indirect costs, losses, liabilities, fines, judgments, interest, penalties, or expenses, including reasonable legal fees, arising from:

  1. a) The use of the Software or Software Services by the Customer or an Authorized User in violation of this Agreement or any other agreement between Cycls and the Customer.
  2. b) Cycls’s authorized use of the Customer Data.
  3. c) The Customer's failure to comply with its obligations regarding the protection of Personal Data.
  4. d) Any violation by the Customer, Authorized Users, or the Customer’s personnel of applicable laws or regulations.

15.2 By Cycls

Cycls agrees to indemnify, defend, and hold harmless the Customer and its directors, officers, employees, and shareholders (collectively the "Customer Indemnitees") from any third-party claims arising from:

  1. a) Alleged infringement of third-party intellectual property rights by the Software or Software Services, except where such infringement results from unauthorized use, use contrary to Cycls’s instructions, or modifications not authorized by Cycls.
  2. b) Cycls’s failure to comply with its obligations regarding the protection of Personal Data or Confidential Information.

15.3 Preventive Measures

If Cycls determines or suspects that the Software may infringe third-party intellectual property rights, Cycls may, at its option: (a) procure the right to continue providing the Software to the Customer, (b) replace the infringing elements, or (c) suspend access to the infringing elements and refund the Subscription Fees paid for such elements.

15.4 Conditions

To benefit from this indemnification, the indemnified party must promptly notify the indemnifying party in writing within ten (10) days of becoming aware of a claim. The indemnifying party has the right to defend the claim and choose counsel acceptable to all parties but cannot settle or admit liability without the indemnified party's consent, which should not be unreasonably withheld.

16. COMPLIANCE UNDERTAKING

16.1 Legal Compliance

The Customer agrees to use the Software and Software Services in compliance with all applicable local, state, national, and international laws, rules, and regulations. This includes, but is not limited to, regulations on data protection, intellectual property, privacy, and export control. The Customer also agrees not to use the Software or Software Services for any illegal or unauthorized purposes.

16.2 Regulatory Compliance

The Customer is responsible for understanding and adhering to any regulations or guidelines specific to their industry or sector that may impact the use of the Software and Software Services. Cycls does not provide legal advice or assurances regarding regulatory compliance and expects the Customer to obtain such advice independently.

16.3 Data Protection Compliance

The Customer shall comply with all applicable data protection laws in relation to the processing of Personal Data through the Software Services. This includes ensuring that any data collection, processing, and handling practices are in full compliance with such laws and that appropriate consents and notices are in place to engage in such activities.

16.4 Export Compliance

The Customer agrees to adhere to all applicable export control laws and regulations related to their use of the Software and Software Services. This includes ensuring that the Software is not accessed or used by persons or entities prohibited by such laws and that the Software is not used for purposes prohibited by these laws.

16.5 Reporting and Cooperation

The Customer agrees to promptly notify Cycls of any known or suspected violation of any applicable law or regulation in connection with the use of the Software Services. The Customer also agrees to cooperate fully with Cycls in any investigation or compliance check that Cycls undertakes to ensure adherence to all applicable laws and regulations.

17. GENERAL PROVISIONS

17.1 Governing Law

Any dispute or lawsuit arising out of or in connection with this Agreement shall be governed by the laws of England and Wales and be under the exclusive jurisdiction of the courts of the Abu Dhabi Global Market.

17.2 Injunctive Relief

Notwithstanding anything else in this Agreement to the contrary, each Party acknowledges that a breach by a Party of this Agreement may cause the non-breaching Party immediate and irreparable harm, for which an award of damages may not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching Party will be entitled to seek equitable relief, including in the form of orders for preliminary or permanent injunction, specific performance, interim or conservatory relief, and any other relief that may be available for any court, and the Parties hereby waive any requirement for the securing or posting of any bond in connection with such relief. Such remedies will not be deemed to be exclusive but will be in addition to all other emedies available under this Agreement, at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.

17.3 Independent Contractors

The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Neither Party will have authority to contract for or bind the other Party in any manner whatsoever, except as expressly set forth in this Agreement.

17.4 Notices

All notices, requests, consents, claims, demands, waivers, and other communications required or permitted under this Agreement must be in writing. They shall be deemed effectively given and received as follows:(a) by email: When sent to the email address specified in the Proposal or as subsequently updated by either party. Notices by email are deemed received on the Business Day following the date of sending, provided that the sender does not receive a notification of email delivery failure; (b) by hand delivery: When delivered personally to the recipient with written confirmation of receipt from the recipient; (c) by courier: When received by the addressed party, sent via a nationally recognized courier service with a receipt requested. The date on the courier's receipt shall constitute the date of delivery.

Notices must be sent to the respective parties at the email or physical addresses specified in the Proposal or as otherwise agreed upon in writing between the parties. Changes to contact information for notices should be communicated promptly to ensure effective delivery.

17.5 Entire Agreement

This Agreement, including any associated proposal, schedules, exhibits, and documents incorporated by reference, constitutes the entire agreement between the Customer and Cycls regarding the subject matter hereof.

17.6 Assignment

Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, without Cyclss’ prior written consent. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation or reorganization involving Customer (regardless of whether Customer is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations or performance under this Agreement for which Cyclss’ prior written consent is required. No delegation or other transfer will relieve Customer of any of its obligations or performance under this Agreement. Any purported assignment, delegation or transfer in violation of this Section is void.

Cycls may assign or otherwise transfer all or any of its rights hereunder, or delegate or otherwise transfer all or any of its obligations or performance under this Agreement without Customer’s consent.

17.7 Third-Party Beneficiaries

This Agreement benefits only the parties to it and their permitted successors and assigns. However, affiliates of Cycls are considered third-party beneficiaries.

17.8 Waivers

No waiver of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

17.9 Changes to Terms or Services

Right to Amend Terms

Cycls reserves the right to amend these Terms of Service at any time. We will notify customers of significant changes through our website or via email and update the “last modified” date at the top of our Terms. Continued use of our services after such changes will constitute acknowledgment and agreement of the amended terms.

Impact on Enterprise Plan Customers

For Customers under an Enterprise Plan, amendments to these Terms will not retroactively modify the expressly agreed-upon terms for the current term of their contract. However, any renewal of the Enterprise Plan will be subject to the then-current Terms. We encourage our Enterprise Plan Customers to review any changes carefully.

17.10 Severability

If for any reason a court of competent jurisdiction finds any provision of the Agreement to be unenforceable, that provision will be enforced to the maximum extent possible to effectuate the intent of the parties, and the remainder of the Agreement shall continue in full force and effect.

Contact Information

If you have any questions about these Terms or the Services, please contact Cycls at hi@cycls.com.