Terms & Conditions
CYCURID TERMS AND CONDITIONS OF USE

These Terms of Use were last updated: May 23th, 2022.

These terms and conditions of use (the “Terms”) apply to your access to and use of any materials, content or services provided through or accessible on this website or app (the “Site”), owned and operated by CycurID Technologies Ltd. or CycurID Technologies USA Ltd, and/or any of its corporate affiliates (“CycurID™”, “imme™”,“we”, “us”, “our”). By accessing and using the Site, including the currency management software available for download on the Site (the “Software” and together with the Site, the “Services”), you accept and agree to be bound by these Terms, and all applicable laws and regulations. PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING, BUT NOT LIMITED TO, VARIOUS LIMITATIONS, EXCLUSIONS AND INDEMNITIES. Your use of the Services is subject to these Terms. If you are not willing to be bound by each and every term and condition, or if any representation made by you herein is not true, you may not use, and must immediately cease accessing the Services.

LEGAL INFORMATION & NOTICES

UPDATES TO TERMS

We reserve the right to amend these Terms at any time without notice to you, but we will use reasonable efforts to publish each amendment before it becomes effective. We will publish the latest, fully-amended version of these Terms on the Site. You are responsible for regularly reviewing the Site to obtain timely notice of such amendments. If any amendment is unacceptable to you, you may terminate your agreement to these Terms as set out above. If you continue to use the Services after the effective date of each amendment, you will be conclusively deemed to have accepted such amended version of these Terms.


Eligibility

To be eligible to use any of the CycurID’s and/or imme’s Services, you must be at least 18 years old, have capacity to enter into legally binding contracts and reside in a country in which the relevant Services are accessible. Services are currently available in the Continental United States.


License to Use

Subject to these Terms, we grant you permission to access the Site as a personal, non-exclusive, non-transferable, limited license to use the Site for transitory, non-commercial purposes, provided that with respect to any materials obtained from the Site, including the Software, you may not:

• Modify, translate, copy, reproduce or otherwise create derivate works or improvements, whether or not patentable, of the Site, the Software, or any such materials, except as explicitly provided
• Distribute or transmit the materials except as explicitly permitted
• Publicly display, publish or perform the materials (for any purpose, commercial or non-commercial)
• Create derivate works from, transfer, or sell any materials
• Attempt to decompile, disassemble, decode, reverse engineer or otherwise attempt to derive or gain access to the source code of any software or database contained in or accessed through the Services; or
• Remove, delete, alter or obscure any copyright, trademark, patent or other intellectual property or proprietary rights notice from the Services, including any copy thereof or other proprietary notations, without our prior, written consent. All rights not expressly granted to you are reserved by us and, if applicable, our licensors. For greater clarity, you are permitted to refer to the Services through email, social media, or other similar methods, provided that you do not imply any affiliation between you and us, or you and the Services, or portray us or the Services in a false, misleading, derogatory or otherwise defamatory manner. CycurID™ is not a bank or financial institution and does not provide investment, financial, or consulting services to users of the Services.


Responsibility for the Software

As the Software will be locally installed on your device, you are responsible for the security of the device on which the Software is installed, including protection of such device from all malware. Subject to these Terms, we grant you a personal, non-exclusive, non-transferable, limited license to use the Software on computers and devices you own or control for your personal or internal business purposes. CycurID™ is not responsible for any loss or damage arising from your failure to keep the device on which the Software is installed secure, safe and free of any malware, including any loss of funds or lockout from accounts as a result of such malware. It is your sole responsibility to take all reasonable precautions to secure and backup your copy of the Software and any information stored in it. CycurID™ cannot recover passwords or unlock account information stored on the Software in any circumstance.


Privacy Policy

You acknowledge that you have read the Privacy Policy as it may be updated from time to time (the “Privacy Policy”), and hereby consent to the collection, use and disclosure by us and our agents of your personal information (whether previously collected or to be collected) for the purposes identified therein. You also consent to our use of such personal information in accordance with applicable terms and conditions contained in these Terms and such Privacy Policy, which is incorporated herein by reference and forms an integral part hereof.


Your Account

Your use of the Services may require an account identifying you as a user (an “Content”). When you create an Account, you will be asked to provide certain information which will be subject to our Privacy Policy.

In connection with your Account, you are solely responsible for (i) your Account and the maintenance, confidentiality and security of your Account and (ii) any and all activities that occur under your Account, including all activities of any persons who gain access to your account, with or without your permission.

You must not register for an Account on behalf of any individual other than yourself or register for an account on behalf of any group or non-individual entity unless you are duly authorized to do so by such group or entity.

You agree to immediately notify us of (i) any unauthorized use of your Account, any service provided through your Account or (ii) any other breach of security with respect to your Account or any service provided through it, and (iii) you agree to provide assistance to us, as requested, to stop or remedy any breach of security related to your Account.

You agree to provide true, current, accurate and complete customer information as requested by us or our agents from time to time and you agree to promptly notify us of any changes to this information as required to keep such information held by us current, complete and accurate.

You agree we may update your information with information available to us. All such personal information is subject to the Privacy Policy.

When you create your imme Account, a unique device specific digital identity is created using your biometrics. Each time this unique device specific digital identity or identification is accessed, you will be deemed be authorized to access and use the Services in a manner consistent with these Terms and we shall have no obligation to investigate the authorization or source of any such access or use of the Services.


Enhanced Due Diligence

We may require you to submit additional information about yourself and provide additional records, ("Enhanced Due Diligence"). Based on our Enhanced Due Diligence, we reserve the right to decline your account opening request and/or close an existing account.


Fees and Payment

Fees – Your use of the Services is subject to you paying CycurID the fees applicable to the Services plan selected and/or used by you ("Subscription Fee"). The Subscription Fees, permitted usage, and available features for each Services plan are listed at https://cycurid.com/pricing/ (the "Pricing").

You will pay all fees in United States Dollars per the payment terms on an Order or otherwise agreed at the time of purchase. The amount of fees payable by you shall vary depending upon the number of Users and the period for which you are authorized to Use the Services ("Subscription Term"). Payment obligations are non-cancelable and, except as expressly stated in these Terms, fees paid are non- refundable. In making payment, you acknowledge and agree that you are not relying on being able to Use the Services beyond the Subscription Term or on the availability of any future enhancements or upgrades. If you fail to pay any fees on time, CycurID reserves the right, in addition to taking any other action at law or equity, to (i) charge interest on past due amounts at 1.0% per month or the highest interest rate allowed by law, whichever is less, and to charge all expenses of recovery, and (ii) suspend or terminate the applicable Services.

Except as otherwise specified in an Order, all subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be charged at the then-current rates set forth in the Pricing) unless you cancel auto-renewal of your subscription through your Account at least thirty (30) days prior to the end of the then-current Subscription Term. If you cancel auto-renewal, your subscription will terminate at the end of then-current billing cycle, or immediately if you so choose, however you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.

Taxes - Our fees are exclusive of all taxes that are payable in respect of the Services or its Use in the jurisdiction in which the payment is either made or received ("Taxes"). To the extent that any Taxes may be payable, you must pay CycurID the amount of such Taxes in addition to any Subscription Fees owed by you hereunder. Any applicable tax-exempt certificates must be provided to CycurID who will make reasonable efforts to provide you with such invoicing documents as may enable you to seek an applicable refund or credit for the amount of Taxes so paid from any relevant revenue authority.

Payment by Credit Card – When you purchase a subscription ("Purchase"), you expressly authorize CycurID (or our third party payment processor) to charge you the Subscription Fee (at the then-current Pricing) and Taxes, as follows: (i) monthly in advance for monthly plans and (ii) annually in advance for annual plans. Subscription Fees are subject to change, although CycurID will notify you in advance of any such change.

CycurID may ask you to supply additional information relevant to your Purchase, including your credit card number and expiration date, and your billing address (such information, "Payment Information"). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Purchase, you authorize CycurID to provide your Payment Information to our third party service providers so CycurID can complete your Purchase and to charge your payment method for the type of Purchase you have selected (plus any Taxes and other applicable charges).

Authorization for Recurring Payments - By agreeing to these Terms and purchasing a subscription, you acknowledge that your subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation or termination of your subscription by you or CycurID. CycurID (or our third party payment processor) will automatically charge you in accordance with your Subscription Term (e.g., each month or year), on the calendar day corresponding to the commencement of your Subscription Term, using the Payment Information you have provided. In the event your Subscription Term begins on a day not contained in a given month, your payment method will be charged on such other day as we deem appropriate. For example, if you started a monthly subscription on January 31st, your next payment date is likely to be February 28th, and your payment method would be billed on that date. Your subscription continues until cancelled by you or CycurID terminates your access to or use of the Services or the subscription in accordance with these Terms. You will pay all fees in United States Dollars per the payment terms on an Order or as otherwise agreed at the time of purchase.

Chargebacks - CycurID reserves the right to pursue any financial losses suffered due to you filing a chargeback procedure with your bank. These can include administration fees levied by the card acquirer and card schemes as well as the monetary value of the cryptocurrencies ordered / purchased. Further, if CycurID deems you incurred have excessive chargebacks, CycurID reserves the right to close your account.


Cryptocurrency

From time-to-time, Governmental Authorities may review the legislation and regulations applicable to the crypto currency financial services industry in which CycurID operates. Such reviews could result in the enactment of new laws and/or the adoption of new regulations in Canada, the United States of America, Europe or elsewhere, which might adversely impact the business of CycurID or any of its affiliates. Therefore, the use of cryptocurrency may be illegal in some jurisdictions. It is your responsibility to know the regulatory requirements concerning transactions with cryptocurrency in your jurisdiction before using the Services. If such legislation or regulations are amended and cause an interruption of the Cryptocurrencies Services, CycurID, its subsidiaries, officers, directors, employees or otherwise shall not be liable for losses incurred by the Merchant, or Merchant’s Customers.

DISCLAIMER: THE RISK OF LOSS IN TRADING OR HOLDING BITCOIN OR ANY OTHER CRYPTOCURRENCY OR FINANCIAL INVESTMENT CAN BE SUBSTANTIAL. PLEASE NOTE: THE PRICE OR VALUE OF BITCOIN OR ANY OTHER CRYPTOCURRENCY OR FINANCIAL INVESTMENT CAN CHANGE RAPIDLY, DECREASE, AND POTENTIALLY EVEN FALL TO ZERO. THEREFORE, CYCURID, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR OTHERWISE SHALL NOT BE LIABLE FOR ANY LOSSES INCURRED.

CYCURID, NOR ANY ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR OTHERWISE FACILITATE OR PROVIDE TRADING OR INVESTMENT OR BROKERAGE ACCOUNTS OR FACILITIES, NOR DOES CYCURID PROVIDE INVESTMENT OR ANY OTHER FINANCIAL ADVICE.


Payment Method - Specific Terms

ACH Payments - You agree that you will provide CycurID sufficient information to satisfy the requirements of the Nacha Operating Rules to create instructions to make or receive a payment in the ACH network. CycurID has established cutoff times for receipt of payment instructions and you understand that CycurID cannot and does not guarantee any specific time in which ACH transactions initiated through your CycurID Account will be completed. For questions regarding any specific transaction or its anticipated timing, please contact the CycurID at: support@cycurid.com

Real Time Payments - If the CycurID client who provides you access to your CycurID Account or the CycurID-Enabled Services offers Real Time Payments (“RTP”) as an eligible payment method, these terms apply to your use of RTP. The RTP Network is owned and operated by The Clearing House. RTP transfers are made by CycurID’s Financial Institution Partner(s). By submitting an RTP payment instruction, you agree that we may share your information with our Financial Institution Partner and that you have read and you accept any and all Privacy Notice’s. You shall transmit to CycurID all information necessary to effectuate payment in accordance with the RTP Rules established by The Clearing House. You represent and warrant that (i) each RTP instruction you submit is made in accordance with the RTP Rules; (ii) as Sender of such RTP transaction, you authorize our Financial Institution Partners to initiate such payment and to debit your Linked Payment Account and send a credit to the Receiver’s account in the amount set out in your instruction; (iii) your RTP transaction is initiated in connection with a separate agreement with the Receiver; and (iv) such RTP transaction does not violate applicable law. You agree that you shall enter into an agreement with each of the Receivers prior to sending CycurID an RTP transaction in which they authorize you to send such RTP transaction. Further, you agree that you waive, release, and discharge all rights or claims against our Financial Institution Partners in connection with the RTP services. You agree to retain records related to your RTP transactions for 6 years following the date you send such RTP instruction to CycurID and to provide such data to CycurID upon request. Without limiting the generality of the foregoing, you may not send RTP transactions (y) that exceed the limits provided for in the RTP Rules or any other applicable transaction limits expressly imposed on your CycurID Account or to any account not located within the United States.


Updates

We may, from time to time, in our sole discretion and without notice, develop and provide Site and Software updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any features or functionality. Based on your device settings, when your device is connected to the internet either:

(a) the Services will automatically download and install all available Updates; or

(b) you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that the Services or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Services, as appropriate, and be subject to all terms and conditions of the Terms.


Export Regulations

The Services may be subject to local and international export and re-export control laws and sanctions regulations. You shall not, directly or indirectly, export, re-export, or release the Services to, or make the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services available outside of Canada.


Proprietary Rights

In these Terms, “Content” means all materials and content, including designs, editorial, text, graphics, audiovisual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, software, information, formulae, patterns, data and any other work with respect to the Services and any and all integrations with our web portal and that site’s entire contents, features and functionality (including but not limited to all information, software, text, displays, images, and the design, selection and arrangement thereof).

Our Content – Except where expressly stated otherwise, all right, title and interest in, to and associated with the Services and all other Content, source code, processes, designs, technologies, URLs, domain names, marks and logos (collectively, “Our Content”) is fully vested in us, our licensors or our suppliers and is protected by Canadian and international copyrights, trademarks, patents, trade secrets and other intellectual property or other proprietary rights and laws. You agree that Our Content is licensed subject to these Terms, including the disclaimers and limitations of liability herein. Nothing in these Terms or your use of the Services grants you any right, title or interest in, to or associated with Our Content except the limited right to use Our Content as set out herein. You may not modify, copy, record, publish, transmit, distribute, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part without our written consent.

Third Party Content – Content accessed or available through the Services or the internet may be owned by parties other than you or us (collectively, “Third Party Content”) and may be protected by applicable copyrights, trade-marks, patents, trade secrets or other proprietary rights and laws. Nothing in your use of Our Content or these Terms grants you any right, title or interest in or to this Third Party Content except for the limited right to use the Services as set out herein. In particular, the Services may provide access to applications or materials, including cryptocurrency exchanges, that are hosted by parties other than CycurID™. You understand and agree that CycurID™ does not itself directly exchange virtual currencies and that all currency exchanges provided through the Software are provided by third parties. Accordingly, you understand it is impossible for CycurID™ to monitor Third Party Content and that you access such content and services at your own risk.
CYCURID ONLY PROVIDES THIRD PARTY CONTENT FOR THE SAKE OF CONVENIENCE AND DOES NOT MAKE ANY REPRESENTATION WITH RESPECT TO THE THIRD PARTY CONTENT. DO NOT SHARE ANY SENSITIVE INFORMATION, SUCH AS PRIVATE KEYS AND CREDENTIALS, WITH ANY THIRD PARTY WITHOUT FIRST INDEPENDENTLY VALIDATING THEIR LEGITIMACY.

Your Content – The Services may contain bulletin board, chat, forum, social media, comments or other communication services. We do not claim ownership of any Content that you post, upload, input, provide, submit or otherwise transfer to us, or any third party, using the Services (collectively, “Your Content”); however, you agree that by posting, uploading, inputting, providing, submitting, entering or otherwise transmitting Your Content to us or any third party:

• you will be deemed to have granted us a royalty-free, non-exclusive, worldwide, fully paid-up, irrevocable license to use, copy, distribute, transmit, display, edit, delete, publish and translate Your Content to the extent reasonably required to provide the Services as they may exist from time to time, in any medium whatsoever, or to ensure adherence to, or enforce, these Terms;

• you will be deemed to have confirmed, represented and warranted to us that you have all right, title and interest, as well as the power and authority necessary, to grant such license to Your Content to us as set out above; and

• you will indemnify and save us and our parent, subsidiary and affiliated companies harmless from and against any liabilities, actions, proceedings, claims, causes of action, demands, debts, losses, damages, charges and costs, including reasonable legal costs, any amount paid to settle any action or to satisfy a judgment and expenses of any kind and character whatsoever incurred by us relating to or arising from Your Content, including instances where the Your Content (A) infringes any Third Party Content or other third-party intellectual property rights, or (B) is inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful.

Deletion of Your Content – You acknowledge and agree that we may retain a copy or copies of Your Content for archival or compliance purposes or to otherwise provide the Services to you or others, subject always to your license to us set out above, even if you delete your Account to which Your Content is connected. If permitted by the functionality of the Services, you may delete Your Content from the communication facilities thereupon, though we may retain a copy internally thereof for compliance purposes. We may also delete any of Your Content that we determine, in our sole discretion, violates these Terms.

Responsibility for Content – You acknowledge and agree that you are exclusively responsible for determining the accuracy, suitability, harmfulness or legality of any content, information or material received, transmitted or sent by you using the Services.

Public Transmission and Caching – You acknowledge and agree that the technical processing and transmission of the Services, including Your Content and other Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices, and that such Content may be subject to “caching” or other technical processing or transmission policies and procedures by us or at intermediate locations on the Internet.

Compliance and Complaints – We do not have any obligation to censor or review any of Your Content, to censor or review any Third-Party Content or to monitor use of the Services. However, you agree that we may, without notice or liability, disclose to third parties any of your information or Your Content, monitor use of the Services, and monitor, review and retain any Content, including Your Content, if we believe in good faith that such activity is reasonably necessary to ensure adherence to or enforce these Terms, comply with any laws or regulations, respond to any allegation of illegal conduct or claimed violation of third party rights, or protect us or others. If we receive a complaint relating to use of the Services by you, you acknowledge and agree that we may, in our sole and absolute discretion and without notice or liability, investigate the complaint, and restrict, suspend or terminate your access to the Services, including your Account, and remove Your Content from our servers.

Complaints Handling Policy – CycurID / imme is committed to providing the highest level of care to all our customers. If you feel that our service has not met your expectations, please tell us. Customer complaints are important to our organisation. They offer specific insights into how we might improve our services, processes and procedures.

What to do if you have a complaint? - Please contact us at support@cycurid.com, detailing the nature of your complaint and providing all relevant information and your contact details. To ensure that your complaint is resolved as soon as possible, please outline any steps you would like us to take in addressing the issue.

Our complaints procedure - Once a complaint has been received, we will acknowledge it and aim to resolve it as quickly as possible. The length of time will depend on the nature of the issues involved. Should a delay occur, we will contact you explaining the reason of the delay and outline the next steps. If you have received an offer of remedial action or redress from us in response to a complaint you have submitted, and if you consider it to be acceptable, please let us know so that we can comply promptly with it.

Advertising – We shall have the right, without notice, to insert advertising data into the Services, so long as this does not involve our transmission of any of your personal information in contravention of the Privacy Policy. If you elect to have any business dealings with any party whose products or services may be advertised on the Services, you acknowledge and agree that such dealings are solely between you and such advertiser and we will not be a party to, or have any responsibility or liability related thereto. You acknowledge and agree that no such advertising may be construed as an endorsement by us of any such products or services advertised.

Feedback – All right, title and interest in and to comments, ideas, suggestions and impressions of the Services, and other products given by you to us (collectively, the “Feedback”) is and shall be deemed to be our property and, by submitting Feedback to us, you agree that you thereby assign to us all right, title and interest to such Feedback to us.


Proprietary Notices

Copyright Notice – The Services and all Content is owned and copyrighted by CycurID™ and/or its licensors, and is licensed to you in accordance with these Terms only.

Trademark Notice – The trademarks, logos, and service marks displayed on or through the Services are the property (whether registered or unregistered) of CycurID™, its licensors or other third parties. You are not permitted to use trademarks, logos and service marks for any purpose without our prior, written consent. Except as expressly indicated on the website, no endorsement, sponsorship, affiliation or other authorization is implied by any use of third party trademarks.

Infringer and Repeat Infringer Policy – We have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users who are deemed to be repeat infringers of intellectual property. We may also, at our sole discretion, limit access to the Services, or terminate the Account of any user who infringes any intellectual property rights of us or others, whether or not there is any repeat infringement.


Acceptable Use and Prohibitions

In addition to any other terms or conditions regarding your use of the Services in these Terms, we may require you to agree to specific terms for particular services, products or areas of the Services from time to time by confirming your agreement. Any such additional terms which you agree to will be deemed incorporated into these Terms.

Proper Conduct (Things You Must Do) – Without limiting the generality of anything else contained in these Terms, you must ensure that:

• you only use the Services for lawful purposes; and

• if at any time you become aware of any violation, by any person or entity under your control, of any part of these Terms, you will immediately notify us and provide us with assistance, as requested, to stop or remedy such violation

Prohibited Conduct (Things You Must Not Do) – Without limiting the generality of anything else contained in these Terms, you agree that you will not, in connection with the Services, directly or indirectly do or permit any of the following:

(i) post, upload, reproduce, distribute or otherwise transmit any Content that:

(A) is unauthorized or unsolicited commercial communications, junk or bulk communications or other “spam” (whether or not using e-mail services, including instant messaging, blog or comment spam) or is otherwise duplicative or unsolicited,

(B) contains a virus, cancelbot, Trojan horse, worm or other harmful, disruptive or surreptitious component,

(C) is defamatory, infringing, or unlawful,

(D) is inappropriate, profane, obscene, or indecent or information without suitable or lawfully-required access controls (which controls shall in no event be our responsibility),

(E) gives rise to civil liability, or otherwise violates the rights or assists others to violate the rights of us or any third party, such violations including engaging in copyright infringement, invasion of privacy, trademark infringement or defamation,

(F) constitutes a criminal offence, or otherwise engages in or assists others to engage in any criminal offence, including pyramid selling, unauthorized use of a computer, mischief in relation to data, fraud, obscenity and child pornography; or

(G) incites discrimination, hate or violence towards one person or a group because of their belonging to a race, religion, nationality, sexuality, gender or other human rights-protected group of persons;

(ii) engage in threats, harassment, intimidation, stalking or abuse or any conduct that violates the legal rights of others, including the rights of minors and rights relating to privacy and publicity;

(iii) scan or probe another computer system, obstruct or bypass computer identification procedures or engage in unauthorized computer or network trespass without the express permission of the owners of such computer systems

(iv) forge headers or otherwise manipulate any protocols or identifiers used in any system or protocol in such a manner to disguise the origin of any data transmitted using the Services

(v) impersonate or falsely represent your association with any person, including a representative of us

(vi) isrupt or threaten the integrity, operation or security of any service, computer or any Internet system

(vii) remove, disable or circumvent any access control, copy protection, rights management, security feature or related process or procedure established with respect to the Services

(viii) rent, lease, sell, lend, assign, publish, transfer, sublicense, share, resell, reproduce, copy, distribute, redistribute, or exploit for any purposes (except for your internal, personal, non-commercial purposes), any portion of, use of or access to, all of or any feature or part of the Services, except where expressly authorized by us

(ix) modify, translate, adapt or otherwise create derivate works or improvements, whether or not patentable, of the Services

(x) harvest, scrape, extract, gather, collect, or store personal information about others without their express consent; or

(xi) harvest, scrape, or use any robot, spider, crawler, script or other automated means or interface not provided by us to access the Services or to extract data, collect information or otherwise interact with the Services.


Termination

We may, in our sole discretion, suspend, restrict or terminate your use of the Services, including your Account, and Your Content, effective at any time, without notice to you, for any reason, including if the operation or efficiency of Services, or our or any third party’s equipment or network is impaired by your use of the Services, we have received a third party complaint which relates to your use or misuse of our Services, or you have been or are in breach of any term or condition of these Terms.

You acknowledge and agree that termination, curtailment, or suspension of these Terms for any reason may result in restrictions of, disruptions to or cessation of your or third party access to your Account and Your Content, and you hereby agree to release us from any and all liability and claims of loss resulting from restrictions, disruptions or cessations. If your use of the Services is suspended or restricted, we will have no obligation to forward any of Your Content to you or any third party.


Disclaimers, Limits of Liability and Indemnities

Limitations – Your use of the Services depends on mobile or wireless networks, including the internet, telecommunications networks, cabling, facilities and equipment that is not in our control; accordingly

(i) we cannot guarantee any minimum level regarding performance, speed, reliability, availability, use or consistency, and

(ii) data, messages, information or materials sent over the internet may not be completely private, and your anonymity is not guaranteed.

Customer Acknowledgement – You acknowledge and agree that

(i) all use of the Services provided by us is at your own risk, and

(ii) the Content that you may access while using the Services may contain links to websites or third party applications which are provided solely as a convenience to you and the inclusion of any such links do not imply endorsement, investigation or verification by us of such websites or third party applications or the information contained therein.

Disclaimer of Warranties – ALL PRODUCTS AND SERVICES PROVIDED UNDER THESE TERMS, INCLUDING WITHOUT LIMITATION THE SERVICES AND THE SITE, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WE EXPRESSLY DISCLAIM AND make no conditions, warranties or representations about the suitability, reliability, usability, security, quality, capacity, performance, availability, timeliness or accuracy of the SERVICES OR SITE or in any way related to these terms and your use of the site or services. We further expressly disclaim all conditions, warranties and representations, express, implied or statutory, including implied conditions or warranties of merchantability, fitness for a particular purpose, durability, usability, title and non-infringement, whether arising by usage of trade, by course of dealing, by course of performance, at law, in equity, by statute or otherwise howsoever.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL RISK OF USE OF THE SITE OR THE SERVICES IS ENTIRELY YOUR RESPONSIBILITY.

No Liability – Notwithstanding any other provision of these Terms, in no event will CycurID™, our subsidiaries, our affiliates, or our controlling parties, directors, officers, agents employees, suppliers, licensors, resellers or distributors be liable for any direct, indirect, special, incidental, consequential or punitive damages, or any other damages or losses whatsoever, including damages for loss of profits, goodwill, opportunity, earnings, use or data, arising directly or indirectly from or related to these Terms or the Services or Site, or any Content or software in connection therewith, regardless of the cause of action and even if one or more of us have been advised of the possibility of such damages or losses, or if such damages or losses would be reasonably foreseeable, including damages or losses arising from or in any way related to the following:

• sending, receiving, not sending, not receiving, loss, deletion or alteration of any transmissions, data or transactions entered into through or using the Services

• any suspension, curtailment, restriction, termination or other limitation placed on your use of the Services, or your Account

• any act or omission of you or any third party, including any threatening, defamatory, obscene, offensive or illegal conduct or any infringement of another’s rights, including intellectual property rights

• any loss or damage to Your Content or other data arising directly or indirectly from your use or non-use of the Services or related components

• the performance of the Internet or the Services

• the content or accuracy of any material, information or data (including any software) related to these Terms or viewed, downloaded, accessed or transmitted using, over or through the Internet or the Services, including material that infringes the rights of others or otherwise violates laws or regulations; and

• delays, errors, interruptions, mistakes, omissions, non-delivery, incorrect delivery, viruses, Trojan horses, spyware, spam or defects in the transmission of any information, material or data over or through our systems or networks or the systems or networks of third parties.

To the extent that a province or jurisdiction does not permit the exclusion or limitation of liability as set forth in this paragraph, our liability is limited to the maximum extent permitted by the laws in such province, state or jurisdiction.

Cap on Liability – Under no circumstances will CycurID™, our subsidiaries, our affiliates, or our controlling parties, directors, officers, agents employees, suppliers, licensors, resellers or distributors be labile to you for damages arising out of the Services, your use of the Site, or these Terms generally in any amount exceeding $1000 CDN.

Applicability – Some jurisdictions prohibit the disclaimer of certain warranties or conditions or the limitation of certain types of liability. In such circumstances, to the extent that such prohibitions prohibit any exclusions and limitations in these Terms, such exclusions and limitations will not apply to you strictly to the extent necessary to make these Terms consistent with such prohibitions.

Indemnity By You – You agree to indemnify and hold us harmless from all liabilities, actions, proceedings, claims, causes of action, demands, debts, losses, damages, charges and costs, including reasonable legal costs, any amount paid to settle any such action, or to satisfy a judgment, and expenses of any kind and character whatsoever incurred by us relating to or arising from

(i) access to or use, by you or permitted by you, of the Services or your Account, or

(ii) any of your acts or omissions, including breach or non-performance of these Terms and any violation of any third party rights.


General Provisions

Interpretation – In these Terms,

(i) the captions and headings are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of these Terms,

(ii) the word “including”, the word “includes” and the phrase “such as”, when following a general statement or term (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto), is not to be construed as limiting, and the word “or” between two or more listed matters does not imply an exclusive relationship between the matters being connected, and

(iii) all references to website addresses or URLs shall also include any successor or replacement websites containing substantially similar information as the referenced website(s).

Waiver of Rights and Remedies – Our failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. Neither the course of conduct between you and us nor trade practice shall act to modify any provision of these Terms. Our rights, powers and remedies in these Terms, including without limitation the right to suspend, restrict or terminate your access to any portion of the Services, are cumulative and in addition to and not in substitution for any right, power or remedy that may be available to us at law or in equity.

Severability – If any provision of these Terms is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof will continue in full force and effect.

Notifications – Subject to our Privacy Policy, we may provide you with notifications via email, in hard copy, through your Account, or through conspicuous posting of such notice on the Services, as we may determine in our sole discretion.

Governing Law and Jurisdiction – These Terms and the rights of the parties hereto are governed by, and will at all times be construed in accordance with, the laws in force in the Province of British Columbia and the laws of Canada applicable therein, without reference to its conflict of laws principles. You hereby irrevocably consent to the jurisdiction of the courts of the Province of British Columbia in connection with any matter arising out of or in connection with these Terms.

Void Where Prohibited - CycurID™ administers and operates the business functions, technology and Site from their head office in Vancouver, British Columbia, Canada. However, other CycurID™ applications and services may be administered and operated from various locations within or outside Canada. Servers are located in Montreal Quebec, Canada. Although the Site may be accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Site are available to all persons or in all geographic locations, or appropriate or available for use outside Canada. CycurID™ reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on the Site is void where prohibited. If you choose to access the Site from outside Canada, you do so on your own initiative and you are solely responsible for complying with applicable local laws.

Limitation on time to file claims - ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE SERVICES MUST BE COMMENCED WITHIN TWO (2) YEARS AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Assignment and Inurement – We may at any time assign our rights and obligations under these Terms, in whole or in part, without notice to you. You may not assign these Terms without our prior, written consent. These Terms will inure to the benefit of and bind you and us and our respective personal and legal representatives, successors and permitted assigns.

Survival – All provisions that, by their meaning or nature, are intended to survive termination or expiry of these Terms shall survive termination or expiration of these Terms.

Relationship – You agree that no joint venture, partnership, employment or agency relationship exists between us and you as a result of these Terms or your use of the Services.

Entire Agreement – These Terms, as amended from time to time, including any and all documents, websites, rules, terms and policies referenced herein, constitutes the entire agreement between us and you with respect to the matters referred to in these Terms and supersedes all prior and contemporaneous agreements and understandings, whether electronic, oral or written, between us and you with respect to such matters.

English Language – The parties have requested and agree that this agreement and all documents relating thereto be drawn up in English / Les parties ont demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.


Questions and Concerns:

If you have any questions or concerns about these Terms, please contact us at support@cycurid.com or (800) 310-3992.


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