TermsofService,
nottermsofsurrender.

By signing an order form that references these terms, by clicking "I agree" in the product, or by accessing the service in any way, you agree to be bound by this agreement (the "Agreement"). If you are accepting on behalf of an organisation, you represent that you have the authority to do so.

If an executed Master Subscription Agreement exists between CYBRET and your organisation, that MSA controls over these terms where they conflict.

"CYBRET", "we" or "us" means CYBRET AI, Inc. "Customer" or "you" means the organisation that subscribes to the service. "Service" means the CYBRET platform, APIs, and related software made available under an order form. "Customer Data" means data the customer or its users submit to the service. "Documentation" means the help center and API reference published at cybret.ai.

CYBRET will provide the service and the documentation in accordance with the applicable order form, these terms, and the service level agreement published at cybret.ai/trust. We may modify the service from time to time, provided we do not materially reduce its functionality during a subscription term without customer consent.

Subject to your compliance with this Agreement and payment of fees, CYBRET grants you a non-exclusive, non-transferable, worldwide licence during the subscription term to access and use the service for your internal business purposes and to allow your authorised users to do the same.

You will not, and will not permit anyone to:

• resell, sublicense, or commercially exploit the service, except through a CYBRET-approved partner agreement;
• reverse engineer, decompile, or otherwise attempt to reconstruct source code, except to the extent such restriction is prohibited by applicable law;
• use the service to build a competing product or to benchmark it without written consent;
• use the service to process data unlawfully, including in violation of privacy or export control laws;
• circumvent rate limits, usage quotas, or security controls;
• test third-party systems without written authorisation from the owner of those systems.

You own your Customer Data. We process it as your processor under the Data Processing Agreement, which is incorporated by reference. We maintain the technical and organisational measures described in Annex II of the DPA and on the Trust Center.

You are responsible for the lawfulness of the Customer Data and for ensuring you have the rights necessary to submit it to the service. You will not submit data that you are not entitled to share.

Fees are set out in each order form. Unless stated otherwise: fees are invoiced annually in advance, net-30, in USD, and are non-refundable except where explicitly stated.

Fees exclude taxes. You are responsible for all applicable sales, use, VAT, GST, and similar taxes, excluding taxes on CYBRET's net income.

Overdue amounts bear interest at the lower of 1.5% per month or the maximum rate permitted by law. We may suspend the service after providing 15 days' written notice of non-payment.

The initial subscription term is stated on the order form. Terms renew automatically for successive 12-month periods unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

Either party may terminate this Agreement for material breach uncured 30 days after written notice, or immediately if the other party becomes insolvent. On termination, each party will return or destroy the other's confidential information, and customer data will be handled per the DPA.

From CYBRET: we warrant that the service will materially conform to the documentation, will not contain malicious code, and will be provided in a professional manner using qualified personnel. Your exclusive remedy for breach of this warranty is that we will use commercially reasonable efforts to correct the non-conformity, or, if we cannot, refund pre-paid fees for the affected period.

From you: you warrant that you have the right to submit the customer data to the service and that your use of the service complies with applicable law.

Disclaimer: except for the warranties above, the service is provided "as is" without any other express or implied warranties, including warranties of merchantability, fitness for a particular purpose, or non-infringement, to the maximum extent permitted by law.

CYBRET will defend you against any third-party claim alleging that the service, when used as permitted under this Agreement, infringes a third party's intellectual property rights, and will pay amounts finally awarded or paid in settlement of such a claim, provided you notify us promptly, give us control of the defence, and cooperate.

You will defend CYBRET against any third-party claim arising out of your customer data, your use of the service in breach of this Agreement, or your unauthorised use of third-party systems through the service.

Except for amounts owed under Section 10 (Indemnification), breaches of confidentiality, or a party's gross negligence or wilful misconduct, each party's aggregate liability under this Agreement will not exceed the total fees paid or payable by customer to CYBRET in the 12 months preceding the event giving rise to the claim.

Neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, or data, even if advised of the possibility of such damages.

CYBRET retains all right, title and interest in and to the service, the documentation, and any derivatives or improvements. Customer retains all right, title and interest in and to the customer data. Neither party acquires any rights in the other's materials except as expressly granted in this Agreement.

Feedback you provide about the service is voluntary and CYBRET may use it without restriction. We will not identify you publicly as a customer without your prior written consent (an email is fine).

Each party will comply with applicable export control and economic sanctions laws. You represent that you are not on a restricted party list and that you will not use the service in a way that would cause CYBRET to violate those laws.

Neither party will be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, terrorism, pandemic, labour disputes, or failures of public infrastructure or upstream cloud providers, provided the affected party takes reasonable steps to mitigate.

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Any dispute arising out of or in connection with this Agreement will be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with those rules. The seat of the arbitration will be New York, New York. The language of the arbitration will be English.

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its confidential information or intellectual property.

This Agreement, together with any order forms and the DPA, constitutes the entire agreement between the parties on its subject matter and supersedes all prior discussions. No waiver is effective unless in writing. If any provision is held unenforceable, the remainder will remain in effect. Neither party may assign this Agreement without the other's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of its assets.