- Who we are & acceptance
- Definitions
- The Service
- Accounts & eligibility
- Licence & permitted use
- Acceptable use
- Fees, billing & taxes
- Intellectual property
- Confidentiality
- Data protection
- Warranties & disclaimers
- Limitation of liability
- Indemnification
- Term & termination
- Changes
- Force majeure
- Governing law & jurisdiction
- General
- Contact
1. Who we are & acceptance
These Terms & Conditions ("Terms") are entered into between you ("you", "Customer") and Cyclops Labs GmbH, a limited liability company incorporated in Switzerland, with registered office at Aeussere Hintergasse 7, 8353 Elgg (ZH), Switzerland, registered in the Commercial Register under UID CHE-231.207.880 ("Cyclops Labs", "we", "us"). By accessing our website at www.cyclops-labs.io (the "Website") or using our platform and related services (together, the "Service"), you agree to be bound by these Terms. If you do not agree, you must not use the Service.
2. Definitions
- "Service" means the Cyclops Labs monitoring, metering, accounting, rating, charging and billing platform, the Website, APIs, documentation and any related services.
- "Content" means any data, text, software, graphics or other materials.
- "Customer Data" means data you or your users submit to or generate through the Service.
- "Agreement" means these Terms together with any order form or written agreement referencing them.
3. The Service
The Service enables the monitoring, metering and monetization of computing resources. The specific scope, features, service levels and commercial terms applicable to a paid deployment are set out in a separate order form or master agreement. In the event of conflict, the order form or master agreement prevails over these Terms. We may modify or improve the Service from time to time.
4. Accounts & eligibility
Where the Service requires an account, you agree to provide accurate information, keep credentials confidential, and remain responsible for activity under your account. The Service is intended for business and professional use; it is not directed to consumers or to individuals under the age of 18.
5. Licence & permitted use
Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes during the applicable term.
6. Acceptable use
You agree not to: (a) use the Service unlawfully or in breach of third-party rights; (b) reverse engineer, copy or create derivative works except as permitted by mandatory law; (c) interfere with or disrupt the integrity or performance of the Service; (d) attempt unauthorised access; or (e) resell or provide the Service to third parties without our prior written consent.
7. Fees, billing & taxes
Fees for paid use of the Service are as stated in the applicable order form. Unless stated otherwise, fees are exclusive of value added tax (VAT) and other applicable taxes, which you are responsible for paying. Invoiced amounts are due within the period stated on the invoice. Swiss VAT is charged where applicable under VAT No. CHE-231.207.880 MWST.
8. Intellectual property
The Service, the Website and all related intellectual property are and remain the exclusive property of Cyclops Labs and its licensors. Except for the limited rights expressly granted, no rights are transferred to you. You retain all rights in your Customer Data.
9. Confidentiality
Each party may receive confidential information of the other. The receiving party shall protect such information with reasonable care and use it only to perform under this Agreement, except where disclosure is required by law.
10. Data protection
Our processing of personal data is described in our Privacy Policy. Where we process personal data on your behalf as a processor, a separate data processing agreement applies.
11. Warranties & disclaimers
We provide the Service with reasonable skill and care. To the maximum extent permitted by law, and except as expressly stated, the Service is provided "as is" and "as available" without warranties of any kind, whether express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
12. Limitation of liability
To the maximum extent permitted by applicable law, neither party shall be liable for indirect, incidental, special or consequential damages, or for loss of profits, revenue or data. Our aggregate liability arising out of or related to the Agreement shall not exceed the fees paid by you for the Service in the twelve (12) months preceding the event giving rise to the claim. Nothing limits liability that cannot be limited under mandatory Swiss law (including for intent or gross negligence, or for personal injury).
13. Indemnification
You agree to indemnify and hold harmless Cyclops Labs against third-party claims arising from your unlawful use of the Service or breach of these Terms, subject to applicable law.
14. Term & termination
These Terms apply for as long as you use the Service. We may suspend or terminate access for material breach. Provisions that by their nature should survive termination (including sections 8–13, 17 and 18) shall survive.
15. Changes
We may update these Terms from time to time. Material changes will be notified by posting the revised Terms with an updated date. Continued use after the effective date constitutes acceptance.
16. Force majeure
Neither party is liable for failure or delay caused by events beyond its reasonable control.
17. Governing law & jurisdiction
These Terms are governed by the substantive laws of Switzerland, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for any dispute is Winterthur, Switzerland, subject to any mandatory statutory venue.
18. General
If any provision is found invalid, the remaining provisions remain in effect. Our failure to enforce a right is not a waiver. You may not assign the Agreement without our consent. The Agreement constitutes the entire agreement between the parties regarding its subject matter.
19. Contact
Cyclops Labs GmbH · Aeussere Hintergasse 7, 8353 Elgg (ZH), Switzerland · info@cyclops-labs.io