Terms Of Service

Subject to these Terms of Service (this “Agreement”), Syfr Inc. and its agents and assigns (“Syfr”, “we”, “us” and/or “our”) provides access to our services, including, without limitation, this website, certain API’s, support, and other services (collectively, the “Services”). By using or accessing the Services, you acknowledge that you have read, understand, and agree to be bound by this Agreement. You represent and warrant that you have full legal authority to be bound by this agreement. If you are entering into this Agreement on behalf of a company, business or other legal entity, you represent and warrant that you have the full legal authority to bind such entity to this Agreement, in which case the term “you” shall also bind and include such entity. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and shall not use the Services.

1. Eligibility.

You certify that you are a person at least 18 years of age. You agree to invent a unique login password (“credentials”) to access our services. You agree to maintain the confidentiality of your credentials and shall not disclose your credentials to any other person or entity. You shall never use or permit a shared email, shared password, or other form of shared credentials.

2. Temporary Use License.

During the period for which you are authorized to use the Services, and subject to your compliance with the terms of this Agreement, you are granted a personal, non-assignable, nonexclusive, nontransferable, limited license, to use the Services for your internal business or personal purposes according to the service capacity of your account. We reserve any and all rights not expressly granted herein are reserved. No license or right to use any of our trademarks or any third-party is granted to you in connection with the Services. We shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements or modifications thereto and (b) all intellectual property rights related to any of the foregoing.

3. Your Content.

You are solely responsible for all software, code, data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Services (“Your Content”). You are responsible for maintaining the confidentiality of usernames and passwords associated with your account and for all activities that occur under your account. By posting Your Content on or through the Services, you grant us a worldwide, non-exclusive, royalty-free, fully paid, assignable and transferable license to use, copy, modify, reproduce, distribute, display, publish and perform Your Content in connection with our provision of the Services and for security to protect the us or third parties from fraud, malware, malicious files or content, viruses and the like.

You resent and warrant that (i) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in posting and other activities in connection with the Services without obtaining any further releases or consents; (ii) Your Content and other activities in connection with the Services, and our exercise of all rights and license granted by you herein, shall not not violate, infringe, or misappropriate any law, or any third party’s copyright, trademark, right of privacy, or publicity, or other personal or proprietary right.

To the extent you provide any suggestions to us regarding the functioning, features, and other characteristics of the Services, documentation, or other material or services provided or made available by us (“Feedback”), you hereby grant us a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid-up, fully transferable, worldwide license (with rights to sublicense through multiple tiers of sublicenses) under all of your intellectual property rights, for us to use and exploit in any manner and for any purpose.

During the term of this Agreement, you grant us a non-exclusive, royalty-free, fully-paid up license to use and reproduce your trademarks, trade names and logos in our marketing materials and website(s) and to indicate that you as our customer. We will abide by any written trademark usage guidelines you provided. All goodwill arising out of the use of your trademarks, trade names and logos shall inure to your benefit. To decline this license you must notify us in writing that you do not wish to be used as a reference.

4. Security.

We operate the services such that Your Content is always encrypted by your computer prior to transmission us. Upon our receipt of Your Content, you understand that the operation of the Services may involve (a) transmissions over various networks and jurisdictions; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to our third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection, and backup of Your Content. We have no liability to you for any unauthorized access, or use of, any of Your Content that is attributable, in whole or in part, to an insecurity in your website or project, malware or malicious content in your website or project, or any corruption, deletion, destruction or loss of any Your Content. You shall promptly notify us if you learn of a security breach or issue related to the Services.

5. Fair Use.

Our use of the word “unlimited” is intended to illustrate that you may access the Services without special concern for incremental costs. We use commercially reasonable efforts to provide all plan levels with sufficient resources for the designated plan level. We may, at our sole discretion, shut down and terminate your projects or account if you create an unreasonable burden on our infrastructure and/or business operations.

6. Acceptable Use.

You shall only use the Services for lawful purposes. You shall not use the Services for, or in conjunction with, any content that may (as determined in our sole discretion) violate any applicable law, or which may subject us to legal action. You shall not utilize the Services in any way that impersonate another person or misrepresents authorization to act on behalf of others.

You shall not attempt to undermine the security or integrity of our computing systems or networks of, partners, or any other person, and shall not attempt to gain unauthorized access. You shall not interfere with or disrupt the Services or create an undue burden on us. You shall not perform any benchmark tests or analyses relating the Services. You shall not introduce software or automated agents or scripts into the Services in order to produce multiple accounts, generate automated searches, requests or queries, or to strip or mine content or data the Services. You shall not access the Services through automated methods, including any use of robots or other computer code. You shall not send unsolicited messages or use the Services to send unsolicited messages (also known as junk mail or SPAM). You shall comply with any codes of conduct, policies or other notices, we publish in connection with the Services.

You shall not use the Services to host any content that may subject us to legal burden, such as protected health information (PHI) that is subject to the Health Insurance Portability and Accountability Act, unless you first obtain our prior written approval.

You shall not, directly or indirectly: (a) sublicense, resell, rent, lease, transfer, assign, or otherwise commercially exploit or make the Services available to any third party; (b) reverse engineer, disassemble, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; (c) modify, translate, or create derivative works based on the Services or otherwise attempt to gain unauthorized access to the Services or its related systems or networks; (d) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third-party; or remove any proprietary notices or labels; (e) remove, alter or obscure in any way any of our proprietary rights notices (including copyright notices) or our suppliers on or within the Services or documentation; (f) violate any applicable laws or regulations (including without limitation in violation of any data, privacy or export control laws) or infringe the rights of any third-party in connection with the use or access of the Services.

You acknowledge that we may establish general practices and limits concerning use of the Services, including without limitation the maximum period of time that data, code or other content will be retained by the Services, the maximum storage space that will be allotted on our servers on your behalf, and the maximum compute capacity provided for the execution of builds and functions and the maximum network data transferred by the Services. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion. To mitigate any violation or threatened violation of this Agreement, at our sole discretion, we may remove or disable any of Your Content at any time.

7. Payment.

We provide the Services according with paid self-service subscription plans (“self-service subscriptions”). The self-service subscription and any additional services added to your self-service subscription shall automatically-renew, at our sole discretion, for the same term as the initial term. You may opt to upgrade or downgrade to any other plan level at any time during the period of your plan; provided that a downgrade shall be not be effective until the next renewal date. Fees may be billed to the credit card or other payment account you provide in accordance with the billing terms in effect at the time.

You acknowledge and agree that we may automatically charge your credit card or other payment account on record in connection with your use of the Services: (i) in advance of each self-service subscription term, for the self-service subscription you have selected and any additional Services added to your self-service subscription; (ii) in arrears for any additional Services you have used or added to your self-service subscription during the prior self-service subscription term. If payment is not received or cannot be charged to your credit card or other payment account for any reason in advance, this Agreement shall automatically expire and terminate. All fees are non-refundable, except as expressly stated otherwise in this Agreement.

8. Discounts and Free Services.

We may offer free or discounted services at our sole discretion. We may change the terms and conditions or discontinue offering the discounts at any time. We may shut down and terminate free services, with or without notice, at our sole discretion. We may shut down and terminate free services, without notice, for any reason or no reason. We may shut down free or discounted services in case of any delays or performance problems including, without limitation, those caused by a malicious attack on a project or deployment.

9. Term and Termination.

The term of this Agreement shall commence on your acceptance of this Agreement and continue for as long as the Services are being provided to you under this Agreement. You may to terminate your account at any time by sending a written cancellation request to us or by not providing timely payment to to us. Such termination shall be effective at the start of the next billing or renewal period.

We may terminate this Agreement at any time by providing thirty (30) days prior notice to the administrative email address associated with your account. In addition to any other remedies we may have, we may terminate your account without notice upon you breach or threatened breach of any of the terms or conditions of this Agreement. If we terminate your account without cause and you have signed up for a self-service subscription, we shall refund the pro-rated, unearned portion of any amount that you have prepaid to us for such Services.

Upon the termination of this Agreement: (a) the licenses granted under this Agreement in respect of the Services shall immediately terminate and you shall cease use of the Services; (b) we may cease providing the Services; (c) you shall pay us the full amount of any outstanding fees due hereunder; and (d) within fourteen (14) calendar days of such termination, you shall destroy or return all our Proprietary Information in your possession or control, and shall not make or retain any copies of such information in any form, except that the you may retain one (1) archival copy of such information solely for purposes of ensuring compliance with this Agreement. (e) We may permanently delete all of Your Content on the Services (if any) at our sole discretion.

10. Electronic Communications.

Electronic Communications. By using the Services, you consent to receiving electronic communications from us. These electronic communications may include notices about applicable Services fees and charges related to the Services and transactional or other information concerning or related to the Services. These electronic communications are part of your relationship with us and you receive them as part of your use of the Services. You agree that any notices, agreements, disclosures or other communications that we send you electronically shall satisfy any legal communication requirements, including that such communications be in writing.

11. Indemnification.

You shall indemnify us and hold us harmless against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this Agreement, any claim relating to us or the Services. We shall provide notice to you of any such claim, suit or demand. We reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

12. Disclaimer.

The Services are provided “as is” and we disclaim all liability and all warranties, express or implied. We do not warrant the Services will be uninterrupted or error free; nor do we make any warranty as to the results that may be obtained from use of the services or deliverables. In no event shall we be liable for additional direct or indirect damages including any lost profits, lost savings, or other incidental or consequential damages arising from any defects, or the use or inability to use these programs, even if we have been advised of the possibility of such damages. You agree that information we provide, including without limitation: compliance information, regulation references, or cryptographic analysis, shall not be construed as legal, tax advice, or other advice. This Agreement or the provision of services under this Agreement shall not establish, and are not intended to establish, an attorney-client relationship between you and us.

13. Arbitration.

Any claim or dispute arising from or related to this agreement shall be settled by mediation and, if necessary, legally binding arbitration in accordance with the Rules of Procedure according to the Institute for Christian Conciliation. Judgment upon an arbitration decision may be entered in any court otherwise having jurisdiction. The parties understand that these methods shall be the sole remedy for any controversy or claim arising out of this agreement and expressly waive their right to jury and their right to file a lawsuit in any civil court against one another for such disputes, except to enforce an arbitration decision.

14. Modification.

We may change this Agreement from time to time. You can review the most current version of this this Agreement at any time on our website. The revised Agreement shall become effective thirty (30) days after we post or send you notice of such changes, and if you use the Services after that date, your use shall constitute acceptance of the revised Agreement. If any change to this Agreement is not acceptable to you, your only remedy is to stop using the Services and send a cancellation contact us in writing. All other amendments must be in writing and must explicitly state which portions of this agreement are amended.

16. Miscellaneous.

If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is the complete and exclusive agreement between the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. Our failure to exercise or enforce any right or provision of this Agreement shall not be a waiver of that right. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover reasonable costs and attorneys’ fees. All sections of this Agreement which by their nature should survive termination shall survive termination.