More specifically, these Terms govern how you may access and use: (i) dayta.ai, its subdomains, and any other website where these Terms are posted; (ii) Dayta AI online hosted services; and (iii) Dayta AI’s “Technology,” meaning, collectively, our integrations, mobile applications, application programming interfaces (“APIs”), and tools and documentation ((i) through (iii) collectively, our “Service”, “Software” or “Cyclops”).
Do not use the Site if you do not agree to the Terms or if your jurisdiction will not honour them.
References to “you” mean the “user” individually, unless otherwise stated on the Site or in these Terms. You hereby represent that after reading and understanding these Terms, you agree to these Terms. Persons under 18 years of age are not authorized to use the Site.
1. Our Service
You may use Cyclops only if you can form a legally binding contract with us (and on behalf of your Organization as applicable), and only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations. To use Cyclops, you must be at least 18 years old, and in some circumstances even older (please check your local law for the age of digital consent). You represent and warrant that you meet the applicable age requirements and are competent to agree to these Terms, or, if you are unable to form a binding contract under applicable law, you represent and warrant that you have your parent’s or legal guardian’s permission to use Cyclops, and that your parent or legal guardian is agreeing to these Terms concurrently. If you are a parent or legal guardian of a Cyclops user who is unable to form a binding contract under applicable law, you are agreeing to these Terms and you are responsible for such Cyclops user’s activity on Cyclops. Cyclops is not available to any users who were previously removed from the Service.
1.2 Access, Restrictions, and Acceptable Use
Subject to your compliance with these Terms, you may access and use Cyclops during the Subscription Term (defined below), except as may be limited by your Organization. Except as we otherwise agree in writing or to the extent a restriction is prohibited by law, you agree not to do, and not to assist, permit, or enable any third party or Application (defined below) to do, any of the following:
- disassemble, reverse engineer, decode, or decompile any part of Cyclops;
- use any robot, spider, scraper, data mining tool, data gathering or extraction tool, or any other automated means, to access, collect, copy or record Cyclops;
- copy, rent, lease, sell, loan, transfer, assign, sublicense, resell, distribute, modify, alter, or create derivative works of any part of Cyclops or any of our Intellectual Property (defined below);
- use Cyclops in a manner that impacts the stability of our servers, the operation or performance of Cyclops or any other user’s use of Cyclops, or the behavior of other applications using Cyclops;
- use Cyclops in any manner or for any purpose that: (i) violates or promotes the violation of any applicable law, regulation, legal requirement, contractual obligation, or right of any person, including intellectual property rights, rights of privacy, or rights of personality; (ii) is fraudulent, false, deceptive, or defamatory, including phishing; (iii) promotes hatred, violence, or harm against any individual or group; or (iv) otherwise may be harmful or objectionable (in our sole discretion) to us, our providers, our suppliers, our users, or others;
- overload, flood, spam, or mail-bomb the Service; or otherwise use the Service in a manner that interferes with or creates an undue burden on the Service, including by using the Service to send unsolicited communications, promotions, advertisements, or spam;
- use or display Cyclops in competition with us, to develop competing products or services, for benchmarking or competitive analysis of Cyclops, or otherwise to our detriment or disadvantage;
- attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from the servers running Cyclops;
- transmit viruses, worms, or other software agents through Cyclops;
- impersonate another person or misrepresent your affiliation with a person or entity, hide or attempt to hide your identity, or otherwise use Cyclops for any invasive or fraudulent purpose, including phishing;
- use or attempt to use a log-in credential other than your own, share passwords or authentication credentials for Cyclops, or otherwise circumvent the measures we may use to prevent or restrict access to Cyclops or enforce limitations on use of Cyclops ; or
- identify or refer to us or Cyclops in a manner that could reasonably imply an endorsement, relationship, or affiliation with or sponsorship between you or a third party and us, other than your permitted use of Cyclops under these Terms, without our express written consent.
1.3 Cyclops Accounts
Your account on Cyclops (your “Cyclops Account“) gives you access to the services and functionality that we may establish and maintain from time to time. We may maintain different types of Cyclops Accounts for different types of users. You acknowledge and agree that you do not own your Cyclops Account.
You may not use another user’s Cyclops Account without such user’s permission. You are solely responsible for the activity that occurs on your Cyclops Account, and you must keep your Cyclops Account password(s) strong and secure. You should notify us immediately of any breach of security or unauthorized use of your Cyclops Account. Any individual with administrator-level access to your Cyclops Account can modify your Cyclops Account settings, access and billing information. We will not be liable for any losses caused by any unauthorized use of your Cyclops Account, or for any changes to your Cyclops Account, including your ability to access your Cyclops Account, made by any individual with administrator-level access to your Cyclops Account.
You may control certain aspects of your Cyclops Account profile and how you interact with Cyclops by changing the settings in your settings page. If you provide us with your email address, we may use the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other marketing or advertising messages, such as changes to features of Cyclops and special offers. If you do not want to receive such email messages, you may opt out or change your preferences by contacting Cyclops Support at email@example.com. Opting out will not prevent you from receiving Service-related notices.
1.4 Ownership and Rights
You acknowledge and agree that we may (a) anonymize and aggregate benchmarking results of Cyclops users’ use of the Technology with results of other Cyclops users’ use (collectively “Results”); and (b) use and disclose the Results for any purpose provided that the Results do not individually identify you or your Data.
As between you and us, we are the sole owners of all right, title and interest in and to the Technology. We grant you a license to use the Technology as set out under this Agreement. Nothing herein this Agreement shall construe in any way of any grant of ownership regarding the Technology to you. In the event that any party provides any feedback, comments, suggestions, ideas, requests or recommendations for modifications or improvements to the Technology (“Feedback”), such party hereby assigns and agrees to assign all right, title and interest in any such Feedback to the other party to be used for any purpose. All rights not expressly granted to you hereunder are reserved by Dayta AI and its licensors.
2. Intellectual Property
You acknowledge and agree that Cyclops and all materials and content displayed or made available on Cyclops, and all software, algorithms, code, technology, and intellectual property underlying and included in or with Cyclops, and all intellectual property rights therein and thereto throughout the world (collectively and individually, our “Intellectual Property“), are our (or our licensors’ as applicable) sole and exclusive property. Except as explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any intellectual property rights, and you agree not to access, sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any of our Intellectual Property.
You may choose to, or we may invite you to, submit comments, feedback, or ideas about Cyclops, including about how to improve our Service (“Feedback“). You agree that we will own any such Feedback, and that we are free to use the Feedback without any additional compensation to you, and to disclose the Feedback on a non-confidential basis or otherwise to anyone. You acknowledge that, by accepting your submission of Feedback, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.
3. Charges and Payment
3.1 Subscription Plans
We may offer plans that you may sign up for that allow you to use certain aspects of Cyclops, either for free or for a fee (a “Subscription Plan“). We may change Subscription Plans, including by offering new services or features for additional fees and charges or by adding or amending fees and charges for existing Subscription Plans, in our sole discretion. Any change to a Subscription Plan’s pricing or payment terms will become effective in the billing cycle following notice of such change to you as provided in these Terms. Subscription Plans may set allotments for the use of designated Service aspects. Use of Service aspects in excess of a Subscription Plan’s designated allotment may result in (additional) fees, and such fees will be included in a true-up invoice or charged automatically via the payment method associated with your Account (“Payment Method“).
3.2 Billing and Payment
For any paid Subscription Plan, you agree to make payments, and we may automatically charge your Payment Method, as described below, for so long as your Account remains active. Subscription Plans may be offered for a set subscription period (each such period, a “Subscription Term“). If you elect to sign up for a paid Subscription Plan, you agree to the pricing and payment terms specified at checkout, at www.dayta.ai/pricing, or as otherwise posted or communicated to you, as we may update them from time to time. You must provide Dayta AI with a current, valid, accepted Payment Method. When you initiate a purchase transaction, you authorize us to provide your payment information to third parties so we can complete your transaction and to charge your Payment Method, in United States dollars, for the type of transaction you have selected (plus any applicable taxes and other charges) and any applicable recurring charges as described below. You will pay applicable taxes, if any, relating to any such transaction and are also responsible for any payment-related fees such as wire transfer fees, credit card processing fees, and foreign transaction fees. We currently use Stripe as our third-party service provider for payment services, and by using Cyclops you agree to be bound by Stripe’s Services Agreement, currently available at https://stripe.com/us/legal. If your payment is not successfully settled for any reason, you remain responsible for any amounts not remitted to us. All payments for transactions are non-refundable and non-transferable except as expressly provided in these Terms.
Your subscription continues until cancelled by you or we terminate your access to or use of Cyclops in accordance with these Terms. Unless and until cancelled by you, all Subscription Plans will automatically renew for renewal terms equal in length to the original Subscription Term. If you do not want a Subscription Plan to renew, you must cancel it before the end of the Subscription Term via the account settings page on your Cyclops Account). If you purchase a Subscription Plan, we (or our third-party payment processor) will automatically charge you each year or month, as applicable, on the anniversary of the commencement of your subscription, using the payment information you have provided, until you cancel your subscription. By agreeing to these Terms and electing to purchase a Subscription Plan, you acknowledge that your Subscription Plan has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your subscription by you or us.
3.4 Cancellations and Terminations
If we cancel or terminate your Subscription Plan, except in the event of your breach or failure to pay fees when due, we will grant you a prorated refund for the remaining unused portion of your Subscription Term. If you cancel or terminate your Subscription Plan, your right to use Cyclops will continue until the end of your then-current Subscription Term and then terminate without further charges. Notwithstanding the foregoing, if you live in the European Union or Turkey and cancel your Subscription Plan within fourteen (14) days of purchase, you will be eligible for a refund of any payments made for the cancelled Subscription Term, and, if you request such a refund, your right to use Cyclops will terminate immediately upon cancellation of your subscription. Subject to the preceding sentence, if you cancel or terminate your Subscription Plan, unless required by law, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF ANY FEES PAID FOR THE THEN-CURRENT SUBSCRIPTION TERM AT THE TIME OF CANCELLATION.
3.5 Late Payments
Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less (plus the costs of collection).
Any credits that may accrue to your Cyclops Account (for example, as a result of a promotion or referral program, or a Subscription Plan downgrade) will expire one year following their accrual, or upon expiration or termination of your Cyclops Account, whichever is earlier. Notwithstanding the foregoing, any credits accrued to a workspace on a free Subscription Plan will expire if the workspace’s Subscription Plan is not upgraded to a paid Subscription Plan within ninety (90) days of accrual, unless otherwise specified. Credits have no currency or exchange value, and are not transferable or refundable.
Dayta AI warrants that it will operate an information security program utilizing industry-standard security measures, policies and technologies and take all appropriate technical and organizational measures to protect Customer Data from unauthorized disclosure or access including but not limited to using Identity and Access Management (IAM) accounts with Multi-Factor Authentication access, and ensuring that at all times all external connections are denied, without deviation. Dayta AI further warrants that it shall comply with its own security policy at all times which is available at https://help.dayta.ai/knowledge-base/security-policy.
Dayta AI accesses the Customer’s surveillance system but does not record or store any of the surveillance system footage and does process non-identifiable personal data, including but not limited to age, gender, etc., on aggregated and anonymized basis only by the nature of having access to surveillance system. However, Dayta AI warrants that it does not process any identifiable personal data (such as facial recognition), hence has no capability nor possibility in recognizing the identity of any persons appearing in the video streams or footages.
Dayta AI warrants that:
- It does not retain, in any format, the video streams or footages provided by the customer in any storage device or system
- It will not collect or process identifiable personal data;
- It will comply with its obligations under Data Protections Laws and shall not put the Customer, by any act or omission, in breach of any Data Protection Laws
- the identification or re-identification of an individual from the data collected is not possible;
- Will not access or use the surveillance footage or video streams provided by the Customer for any purpose other than those set out under this Agreement;
- It will not allow any third party to access the surveillance footage or video streams
- It will contact you promptly, and in any event in no less than 24 hours, in the event it becomes aware of a security breach or data leak
- It will not engage any third party sub-processor to process the surveillance footage or video streams unless it has obtained prior written consent from you
In the event that there are any amendments to local laws, such that Dayta AI is deemed to be processing identifiable personal data, Dayta AI shall notify the Customer promptly and the parties shall enter into a data processing agreement in accordance with Data Protection Laws. Further, in the event that in the Customer’s opinion it needs to amend this clause 2.3 or the parties need to enter into a data processing agreement to comply with its obligations under the Data Protection Laws, Dayta AI agrees to enter into a written variation to make such amendments.
In addition to the your responsibilities outlined elsewhere in the Agreement, you shall take commercially reasonable security precautions to prevent unauthorized or fraudulent use of Dayta AI Technology by you, your employees, consultants, agents, or any other third parties authorized by you to access the Subscription on your behalf.
You agree to defend, indemnify, and hold us and our affiliates, agents, suppliers, or licensors (and our and their employees, contractors, agents, officers, and directors) harmless from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including attorney’s fees) arising from: (i) your access to or use of Cyclops; (ii) your violation of any aspect of these Terms, including your breach of any of your representations and warranties; (iii) your violation of any third-party right, including any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule, or regulation; (v) any third party’s access to or use of Cyclops with your username(s), password(s), or other security code(s).
7.1 Mutual Representations and Warranties
Each Party represents and warrants that: (a) it has the right and power to enter into this Agreement, and (b) an authorized representative has accepted this Agreement.
7.2 Disclaimer of Warranties
EXCEPT AS PROVIDED IN THIS AGREEMENT, DAYTA AI MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.
8. Limitation of Liability
8.1 Liability Cap
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LIABILITY OR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE HIGHER OF (a) TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY CUSTOMER PRIOR TO THE CLAIM DURING EITHER THE INITIAL TERM OR EACH OF THE RENEWAL TERMS OF THIS AGREEMENT; and (b) HKD 200,000 (two hundred thousand Hong Kong Dollars) EXCEPT THAT the aggregate liability under this agreement for Dayta AI’s liability for breaching its obligations under clause 5 will not exceed HKD 32,000,000 (thirty two million Hong Kong Dollars)
8.2 Disclaimer of Damages
IN NO EVENT WILL EITHER PARTY BE LIABLE, FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION OR LOST PROFITS EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
9.1 Confidential Information
From time to time, either party to these Terms (the “Disclosing Party”) may disclose or make available to the other (the “Receiving Party”) non-public, proprietary, or confidential information of the Disclosing Party (“Confidential Information”). Confidential Information includes any information that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including non-public business, product, technology and marketing information. Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Receiving Party’s breach of this Section 9; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was in the Receiving Party’s possession prior to the Disclosing Party’s disclosure thereof; or (iv) was or is independently developed by the Receiving Party without using any of the Disclosing Party’s Confidential Information.
9.2 Protection and Use of Confidential Information
9.3 Compelled Access or Disclosure
If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially-reasonable efforts to notify the Disclosing Party of such requirements to afford the Disclosing Party the opportunity to seek, at the Disclosing Party’s sole cost and expense, a protective order or other remedy.
9.4 Injunctive Relief
Each of the parties to these Terms acknowledges that the other party will be irreparably harmed if Confidential Information of the other is distributed in breach of this Section, and that such other party would not have an adequate remedy at law in the event of such an actual or threatened breach. Therefore, each of the parties agrees that the other party shall be entitled to seek injunctive relief against any actual or threatened breaches of this Section by the other party without the necessity of showing actual damages or showing that monetary damages would not afford an adequate remedy.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior express written consent, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof will be null and void.
10.2 Notification Procedures and Changes to these Terms
10.3 Entire Agreement
These Terms, together with any amendments and any additional agreements you may enter into with us in connection with Cyclops, will constitute the entire agreement between you and us concerning Cyclops. None of our employees or representatives are authorized to make any modification or addition to these Terms. Any statements or comments made between you and any of our employees or representatives are expressly excluded from these Terms and will not apply to you or us or your use of Cyclops. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement will be unenforceable.
10.4 No Waiver
No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.
We may identify you as a Cyclops customer in our promotional materials. We will promptly stop doing so upon your request sent to firstname.lastname@example.org.
10.6 Governing Law and Jurisdiction
This agreement will be governed and interpreted in accordance with the laws of the Hong Kong. The parties hereto agree to submit to the exclusive jurisdiction of the courts of Hong Kong in the event of any dispute arising out of this Agreement.
10.7 Force Majeure
Except for your payment obligations, neither party will be liable to the other party for any delay or failure of the other to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of such other party. Such causes include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, or delays by you in providing required resources or support or performing any other requirements hereunder.
Both parties warrant and undertake that they shall comply with all relevant and applicable anti-bribery, anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force, including the Bribery Act 2010 (UK).
10.9 No Waiver
No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.
If you have any questions about these Terms, please contact us at email@example.com.