Acceptable Use Policy

This Acceptable Use Policy (“AUP”) governs your use of Cyware Labs, Inc.’s (“Cyware”) proprietary software applications (“Software”) including user manuals, technical manuals, and any other materials provided by Cyware, in printed, electronic, or other form, that describe the Software, its specifications, or its use (the “Documentation”) through a website or mobile application, or other means of access whether provided by Cyware (as applicable, collectively referred to as the “Offerings”) or other valid Provider, to you (“you” or “your” or “End Users” as defined below) for use pursuant to and subject to the terms and conditions of this AUP. Cyware may amend or update this AUP from time to time as we improve or update the Offerings and/or as changes to any applicable laws or regulations required.

BY DOWNLOADING OR OTHERWISE ACCESSING THE SOFTWARE OR BY INDICATING YOUR ACCEPTANCE TO THIS AUP, YOU: (I) REPRESENT THAT YOU ARE DULY AUTHORIZED TO ACCESS AND USE THE SOFTWARE; AND (II) ACCEPT THIS AUP AND AGREE THAT YOU ARE LEGALLY BOUND BY IT. If you do not agree with the terms and conditions of the AUP, you may not download or use the Offerings in any manner and should exit the Offerings immediately. The Offerings are made available solely for use by you, your employees or Affiliates (if applicable), agents (if applicable) and contractors (if applicable) (collectively, “End Users”). This is an enforceable AUP between you and Cyware.

  1. Acceptable Use & Access. Subject to the terms and conditions of this AUP, Cyware grants you a limited, revocable, non-exclusive, non-sublicensable right, during the applicable term (“Subscription Services Term”), to access and use the Offerings solely for you under this AUP. You agree to comply with all obligations, representations, and warranties of this AUP.
  2. Limitations on Use. Appropriate use under the terms of this AUP does not include the right to:
    1. copy or reproduce the Software or the Documentation, in whole or in part;
    2. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or any part thereof;
    3. combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs, unless such combination or incorporation is contained within the Offerings functionality;
    4. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
    5. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Software or Documentation;
    6. use the Offerings in violation of any law, regulation, or rule - including those but not limited to those applicable to data privacy and export control;
    7. use the Offerings for purposes of competitive analysis of the Offerings, the development of a competing software product or service, or any other purpose that is detrimental to Cyware;
    8. use the Offerings in a way that seeks to stop activities that undermine US foreign policy, national security, or the economy, including those of individuals, entities, and countries deemed to be harmful;
    9. rent, lease, lend, sublicense, assign, loan, sell/distribute, publish, transfer or otherwise provide access to the Offerings or any features or functionality of the Offerings, to any third parties, or otherwise allow any third party to use Offerings without Cyware’s consent; nor
    10. modify or disable Offerings or use Offerings in any manner that interferes with or disrupts the integrity or performance of Offerings or related systems, network or data. Any violation of this Section 2 grants Cyware the right to immediately suspend your license(s) to use any Offerings.
  3. Security & Subscription.
    1. Account: You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account. Notify Cyware immediately of any unauthorized use.
    2. Security: We implement reasonable measures to protect your data but cannot guarantee absolute security. Securing your systems and backing up your data are your responsibilities.
    3. Subscription: Access to the Offerings is provided on a subscription basis. Your rights to use the Offerings are contingent upon timely payment of applicable fees as outlined in your subscription plan.
    4. Usage Metrics: Orders may list metrics, including quantity and types of Users, data volume, or other means to measure usage or fees (the “Usage Metrics”). Use rights are subject to Usage Metrics and restrictions in this Agreement and per Cyware’s environment use policies. If you exceed Usage Metrics, Cyware may suspend access until the required fees are paid.
    5. Support: You can find support assistance at https://www.cyware.com/support.
    6. Prohibited Use: Excluding your registration information, you will not provide any content with personally identifiable information (“PII”) and you will ensure that any such data will be aggregated and anonymized before utilizing such data with the Offerings. Any use not in accordance with the Privacy Policy located at https://www.cyware.com/legal/privacy-policy is prohibited. You will not use the Offerings, to collect, or otherwise transmit to Cyware, any sensitive PII or personal health information (“PHI”) including, but not limited to, HIPAA protected/health related information, passwords, credit or debit card number (or other PCI protected information), Social Security numbers, financial account numbers or other financial information, driver’s license, passport or other government identification numbers, or biometric data. You will not use the Offerings to collect or otherwise transmit to Cyware any financial data in a manner that would require Cyware’s Offerings to be PCI compliant or any health data that would require Cyware’s Offerings to be HIPAA compliant. You are solely responsible for any content input into any Offerings and you are solely responsible and liable for any and all content, including any PII, HIPAA protected/health related information, and financial or payment card information, inputted into any Cyware Offerings.
  4. Disclaimer. THE CYWARE LICENSED OFFERINGS ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED AND YOUR USE OF THE SAME IS OTHERWISE AT YOUR OWN RISK. THE OFFERINGS ARE NOT INTENDED TO PREVENT OR PROTECT AGAINST SECURITY INCIDENTS. CYWARE DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CYWARE DOES NOT WARRANT THAT THE OFFERINGS ARE OR WILL BE UNINTERRUPTED OR ERROR FREE. END USER ACKNOWLEDGES AND AGREES THAT THE OFFERINGS (a) MAY HAVE ERRORS (OR “BUGS”) AND MAY ENCOUNTER UNEXPECTED TECHNICAL PROBLEMS. ACCORDINGLY, FROM TIME TO TIME, YOU MAY EXPERIENCE DOWNTIME AND ERRORS IN THE OPERATION, FUNCTIONALITY OR PERFORMANCE OF THE OFFERINGS; AND (b) MAY INCLUDE THIRD-PARTY INTEGRATIONS, OPEN SOURCE SOFTWARE (OR “OSS”), PRODUCTS AND/OR SERVICES CONTROLLED BY THIRD PARTIES WHICH ARE SUBJECT TO CHANGE FROM TIME TO TIME WITHOUT NOTICE AND PROVIDED UNDER THE TERMS OF SUCH THIRD-PARTY. YOU ACKNOWLEDGE THAT YOU WILL NOT HAVE ANY RIGHT OR REMEDY ARISING OUT OF ANY REPRESENTATION, WARRANTY, OR OTHER STATEMENT NOT EXPRESSLY SET FORTH IN THIS AUP. Cyware may temporarily suspend the access to any portion or all of the Offerings without any liability to Cyware if Cyware reasonably determines that (i) there is a threat or attack on any party’s property or goods; (ii) use of Offerings disrupts or poses a security risk to any party’s property or goods or to any other User or vendor of Cyware; (iii) if Offerings are being used for fraudulent or illegal activities; or (iv) Cyware’s provision of Cyware Services is prohibited by law or regulation; or (v) any failure to pay any Fees when due. Cyware is not responsible or liable for any issues, problems, unavailability, delay, or events arising from or related to: (i) force majeure events; (ii) the public internet and communications networks; (iii) your data, software, hardware, services, telecommunications, infrastructure, or your network and other equipment or acts or omissions of third parties you retain; (iv) your negligence or failure to use the latest version or follow published documentation; (v) modifications or alterations not made by us or services we do not perform; (vi) breach, loss, or corruption of data; (vii) unauthorized access via your credentials; or (viii) your failure to use commercially reasonable administrative, physical and technical safeguards to protect your systems, facilities, operations or data or follow industry-standard or other mutually agreed upon security practices.
  5. Third-Party Products. “Third-Party Products” means any and all software, services, goods, products and technology that are provided or made available by Provider or Cyware to you, by or on behalf of a third party. “Provider” means any entity which provides Third-Party Products. Provider or Cyware may from time to time facilitate the provision of Third-Party Products to you. To the extent that Cyware provides Third-Party Products in relation to the Offerings, then notwithstanding any other terms agreed to between us, you agree that all Third-Party Products are provided subject to the Third-Party Product supplier’s terms and conditions (including any applicable software license terms and applicable flow through provisions). Cyware has no liability with respect to the performance or non-performance of such Third-Party Products, including but not limited to any liability arising out of any events caused by defects or failures of such Third-Party Products. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install or use such Third-Party Products with any Offerings license(s). You will comply at all times with all such terms for any such Third-Party Products.
  6. Artificial Intelligence. Cyware AI product features available in the Subscription Services for you or your End User’s benefit utilize machine learning engine(s) to enable the functioning of these features via shared data over APIs, and to improve the features over time. Use of any of the AI product features is deemed consent to the use (or opt-in) of all AI features within the Cyware platform and permits the processing of you or your End User’s data as may be provided to the Cyware platform at you or your End User’s discretion. You acknowledge and agree that such AI features may involve automated processing, including profiling, and rely on historical and real-time data. Cyware does not guarantee the accuracy, reliability, or appropriateness of AI-generated results and disclaims all liability for decisions made or actions taken based on such outputs. Any Third-Party Code (defined as “any source code not created by Cyware”) that may be part of any external API feed will not invoke the indemnification responsibilities of, or impart liability upon, Cyware. You represent and warrant that you have all necessary rights, consents, and authorizations to provide or make available any data shared with Cyware’s AI features, including any personal data. Cyware disclaims all liability arising from you or your End User’s use of AI features in violation of applicable laws or third-party rights. Any updates or improvements to Cyware Offerings features, or the creation of new features, will be done at Cyware’s sole discretion and shall remain the sole intellectual property of Cyware at all times, with license use duration aligned with that of the current Subscription Services Term.
  7. Assignment. This AUP and your rights and obligations related to license use hereunder may not be assigned, delegated, or transferred by you (whether voluntarily or involuntarily, or by merger, consolidation, operation of law or otherwise) without the prior written permission of Cyware. Any purported assignment, delegation, or transfer in violation of this section is null and void. No assignment, transfer, or delegation will relieve you of any obligations hereunder