This agreement constitutes a binding legal contract between Tyce AI, Inc. (“Company”) and you (“Customer,” “User,” or “Users”), regarding your use of the Company website or platform (“Site”) and any products or services (“Services”).
The Terms, Privacy Policy, any Services Agreement, and posted guidelines constitute the entire agreement and supersede all other agreements. By accessing or using any part of the Site or Services, you agree to be bound by these Terms.
The Company reserves the right to change these Terms at any time, with updated dates posted. Continued use constitutes deemed acceptance of the updated Terms.
1. Site
The Company may update the Site at its sole discretion without notice and will not be liable for modifications, variations, interruptions, suspensions, or discontinuations.
The Site may provide links to third-party websites for which the Company is not responsible. Users are encouraged to read third-party terms, conditions, and privacy policies.
2. Account
Users may be required to create an account to access certain Site features. By registering, users represent that all provided information is true and accurate, that they are at least 18 years old, and that they possess the capacity to enter contractual arrangements.
Users are solely responsible for their account and all activities conducted on it. Users must keep passwords and login information private and secure. Accounts are registered to individual users and cannot be assigned, transferred, or disposed of without express written permission.
The Company is not liable for any loss that you may incur as a result of someone else using your password or account. Users must immediately notify the Company of unauthorized use or suspected breaches.
2.1 User Accounts
Customers are responsible for all actions on Users’ accounts and Users’ compliance with the Agreement. Users and Customers must protect password and login credential confidentiality, and must promptly notify the Company of suspected fraudulent activity or compromised credentials.
2.2 Feedback
Customers may provide feedback to the Company, which the Company may use freely without restriction or obligation. The Company will own necessary intellectual property rights in feedback used or incorporated into the Services.
3. Restrictions and Obligations
3.1 Restrictions on Customer
Except as expressly permitted, customers will not:
- reverse engineer, decompile, or attempt to discover source code, underlying ideas, or algorithms;
- provide, sell, transfer, sublicense, lend, distribute, rent, or allow others to access or use the Services;
- remove proprietary notices or labels;
- copy, modify, or create derivative works;
- conduct security or vulnerability tests or interfere with operation;
- access unauthorized accounts, information, or data;
- use the Services to develop competing services or products;
- use the Services with high risk or prohibited activities;
- use the Services to obtain unauthorized network or equipment access; or
- upload Customer Content to which users lack proper rights.
Users may not frame or utilize framing techniques to enclose Company trademarks, logos, or proprietary information without express written consent. Future releases, updates, or functionality additions remain subject to these Terms. All copyright and proprietary notices must be retained on all copies.
Suspension
If users violate the Agreement or materially and negatively impact the Services or others, the Company may suspend access.
4. Privacy and Security Practices
Tyce operates the Services and handles Customer information pursuant to the privacy policy available at /privacy.
5. Fees and Payment
5.1 Fees
Customers will pay fees specified in the Order Form.
5.2 Payment; Taxes
Customers must keep a payment method on file. The Company invoices within thirty (30) days of the Effective Date, Renewal Term start, or as otherwise specified. Customer shall pay all invoiced fees (i) charged automatically via the payment method associated with their Tyce Account or (ii) if agreed otherwise in writing by both parties, upon receipt of such invoice.
If fees remain unpaid thirty (30) days after the due date, the Company may immediately suspend access. Customers must pay the entire remaining balance to regain access. Fees do not include local, state, or federal taxes or duties, which customers assume and pay, except taxes on the Company based on the Company’s income or receipts.
5.3 Price Changes
The Company may change prices at its sole discretion. Changes become effective upon Renewal Term commencement, provided the Company provides reasonable notice prior to term expiration.
5.4 Discounts and Promotional Pricing
Order Form prices may include discounts or promotional pricing, which are temporary and may expire upon Renewal Term commencement without additional notice. The Company reserves the right to discontinue or modify promotions, sales, or special offers at its sole and reasonable discretion.
6. Term and Termination
6.1 Termination
These Terms remain in full force while customers use the Services. The Company reserves the right to deny access to any person reasonably considered in breach of these Terms, the Acceptable Use Policy, or applicable laws or regulations.
The Company may terminate or suspend accounts and delete Customer Content and information at any time, without warning, in its sole discretion if customers breach or are likely to breach the Terms.
If the Company terminates or suspends accounts for any reason, customers are prohibited from registering new accounts under their name, fake names, or third-party names. The Company reserves the right to pursue appropriate legal action, including civil, criminal, and injunctive redress.
6.2 Effect of Termination
Termination of the Terms automatically terminates all Order Forms.
Upon expiration or termination:
- Customers no longer have rights to use Services, technical support, or professional services.
- Upon Customer request, the Company will delete Customer Content within 60 days.
- Each recipient will return or destroy the discloser’s Confidential Information.
- The Company will submit a final invoice for outstanding fees and customers will pay it.
7. Ownership, License, and Use of the Services
7.1 Ownership
Each party retains all rights, title, and interest in its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and other intellectual property and proprietary rights.
Tyce will retain intellectual property rights in the Services and all components of, or used to provide, the Services or created by the Services or by Tyce in the course of providing the Services (the “Services Information”). Customers retain intellectual property rights in information provided to the Company, including Customer Content, except Feedback.
7.2 Feedback
Customers may provide suggestions, enhancement requests, recommendations, or other feedback (“Feedback”). Customer provides Tyce a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable, and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services, or otherwise use any Feedback. The Company reserves rights to seek intellectual property protection for features, functionality, or components based on Feedback.
7.3 Licenses
The Company grants customers a non-exclusive, non-transferable, non-sublicensable right and license to access and use the Services as set forth in the Order Form or on a Trial Services basis, subject to these terms.
Customers grant the Company a non-exclusive, non-transferable, non-sublicensable right and license to use Customer information solely to provide the Services.
7.4 Authorized Users
Customers may designate and provide access to employees, agents, or authorized contractors (“Authorized Users”). Customers are responsible for all use and misuse by Authorized Users and their adherence to agreement terms. Customers must promptly notify the Company of unauthorized access or use. Authorized Users are strictly prohibited from sharing accounts or passwords; doing so is a material breach by customers.
7.5 Prohibited Uses
Customers and Authorized Users will not:
- frame, distribute, resell, or permit access by third parties other than as allowed by features and functionality;
- use the Services in violation of applicable laws;
- interfere with, disrupt, or gain unauthorized access to the Services;
- attempt to decompile, disassemble, reverse engineer, discover the underlying source code or structure, or copy the Services;
- provide unlawful, defamatory, harassing, discriminatory, or infringing Customer Information or Feedback;
- transfer code, exploits, or undisclosed features designed to delete, disable, deactivate, interfere with, harm, or provide unauthorized access;
- use robots, spiders, data scraping, or extraction tools;
- provide access to individuals associated with Tyce competitors;
- extract information to compete with Tyce;
- encumber, sublicense, transfer, rent, lease, time-share, or use the Services in service bureau arrangements;
- copy, distribute, manufacture, adapt, create derivative works, translate, localize, port, or modify the Services;
- introduce malicious code; or
- permit third parties to engage in proscribed acts.
A “Tyce Competitor” is any entity that provides the same or similar goods and services to those provided by Tyce, as would be determined by a commercially reasonable individual.
8. Confidentiality
If parties have a separate mutual nondisclosure agreement, that agreement controls. Otherwise, “Confidential Information” means all financial, technical, or business information designated as confidential at disclosure or reasonably understood to be confidential based on the nature of the information or the circumstances of disclosure.
Services Information and Customer Information are Confidential Information under this agreement or any separate NDA. Except as expressly permitted, receiving parties will not disclose, duplicate, publish, transfer, or make available Confidential Information without prior written consent. Receiving parties will not use Confidential Information except to perform obligations.
Receiving parties may disclose Confidential Information if required by law, provided they (a) give prior written notice to afford reasonable opportunity to object and obtain protective orders; (b) use diligent efforts to limit disclosure and obtain confidential treatment; and (c) allow the discloser to participate.
Confidential Information does not include information that (i) is or becomes generally known without receiving party breach; (ii) was independently developed without breach; or (iii) is received from third parties without breach.
9. Representations, Warranties, and Disclaimers
9.1 Mutual
Each party represents and warrants that (a) it has the legal power and authority to enter into the Agreement; (b) it is duly organized, validly existing, and in good standing under applicable laws; and (c) it will comply with all applicable laws.
9.2 From Customer
Customers represent and warrant that they, all Users, and anyone submitting Customer Content have all necessary rights to submit or make available Customer Content and allow use as described. Customers represent that provided information is true, correct, and complete.
9.3 Disclaimer of Warranties
The Company makes no guarantees that the Services will always be safe, secure, or error-free, or that they will function without disruptions, delays, or imperfections. The Company disclaims all other warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
The use of the Site and the Services is at your own risk and is provided “as is.” Users are solely responsible for platform use and any legal consequences. The Company is not responsible for loss, damage, or legal liability from platform use.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, STATUTORY AND OTHERWISE, AS TO THE SITE AND THE CONTENT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS, OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY AFFILIATE FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSS OR DAMAGES.
Notwithstanding anything to the contrary, either party’s aggregate liability to the other or any third party arising from this Agreement or the Services will not exceed the fees paid by customers during the twelve (12) months prior to the first event giving rise to such liability; provided that liability under indemnification obligations, confidentiality breaches, or damages from prohibited uses will not exceed ten times that amount.
Nothing in this Agreement limits either party’s liability for gross negligence or intentional misconduct.
11. Indemnification and Release
Users agree to indemnify and hold the Company (and its officers, employees, agents, successors, and assigns) harmless, including costs and attorney’s fees, from any third-party claim arising from (a) Site or Services use; (b) User Content; (c) Terms violations; or (d) applicable laws or regulations violations.
The Company reserves the right, at user expense, to assume exclusive defense and control of any matter requiring indemnification, and users agree to cooperate. Users agree not to settle without prior written Company consent. The Company will use reasonable efforts to notify users of claims, actions, or proceedings upon awareness.
12. Prohibited Uses
Unless explicitly agreed otherwise, users acknowledge and agree that they may not use the Site for the following purposes:
- in any way violating applicable local, national, or international laws or regulations;
- to impersonate or attempt to impersonate any person or entity;
- to engage in conduct restricting or inhibiting anyone’s Site use or enjoyment;
- to monitor or copy Site material for unauthorized purposes without prior written consent;
- to attempt gaining unauthorized access, interfering with, damaging, or disrupting any Site parts;
- in any manner that could disable, overburden, damage, or impair the Site; or
- to attempt interfering with the Site’s proper working.
13. Miscellaneous
13.1 Assignment
Either party may assign the agreement to any affiliate or in connection with merger, change of control, or sale of substantially all assets without the other party’s consent, provided (1) the other party receives prior notice and (2) any successor agrees to fulfill its obligations.
13.2 Severability
If any provision is held unenforceable by a court, such provision will be modified to best accomplish the original provision to the fullest extent permitted by law, and remaining provisions remain in effect.
13.3 Relationship of the Parties
The parties are independent contractors. This agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
13.4 Notices
All Company notices to customers under this agreement may be delivered in writing by (a) nationally recognized overnight delivery service or mail to the contact mailing address provided by customers on the Order Form; or (b) electronic mail to the electronic mail address provided for the customer’s account owner.
13.5 Governing Law, Jurisdiction, Venue
This agreement will be governed by the federal laws of Canada and the Province of Ontario, without reference to conflict of laws principles. Any disputes shall be resolved in a court of general jurisdiction in Ontario. Customers expressly agree to submit to exclusive personal jurisdiction and venue of such courts for resolving any dispute relating to this agreement or Services access or use by customers, agents, or Authorized Users.
13.6 Export Compliance
The Services and other software or components are subject to Canadian export control and economic sanctions laws as administered and enforced by the Canadian government, including Global Affairs Canada. Customers will not access or use the Services if located in any jurisdiction prohibiting provision of the Services under Canadian or other applicable laws or regulations.
13.7 Anti-Corruption
Customers represent and agree that they have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from the Company’s employees or agents in connection with this agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate this restriction.
13.8 Publicity and Marketing
Tyce may use customer’s name, logo, and trademarks solely to identify customer as a client of Tyce on Tyce’s website and other marketing materials and in accordance with customer’s trademark usage guidelines. The Company may share aggregated and/or anonymized information regarding Services use with third parties for marketing purposes.
13.9 Amendments
The Company may amend this agreement from time to time, in which case the new agreement supersedes prior versions. Tyce will notify customer not less than ten (10) days prior to the effective date of any such amendment, and customer’s continued use of the Services following the effective date of any such amendment may be relied upon by Tyce as consent to any such amendment.
13.10 Waiver
Tyce’s failure to enforce at any time any provision of this agreement does not constitute a waiver of that provision or of any other provision of this agreement.