TERMS OF SERVICE

These Terms of Service (the “Terms”) govern your (“you”, “your”) access to and use of the website, products and services (collectively, the “Services”) offered by Clyso GmbH (“we”, “us” or “our”).

BY ACCESSING OR USING ANY OF THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT ACCESS OR USE ANY OF THE SERVICES.

• SERVICES & FEES.  Subject to the terms and conditions herein, and the payment of any applicable fees for any Services (the “Fees”), we provide you with access and use of our website and such applicable Services. Unless otherwise provided by us in writing: (a) Fees will be paid in advance of the provision of Services; and (b) Fees are non-refundable. Any change in Services requested by you may incur additional fees. 

• MARKETING COMMUNICATIONS.  By accessing or using any of the Services, you consent to receive marketing communications from us via email, or any other form of communication, from time to time. You may opt-out at any time from such communications by emailing us at info@clyso.com. However, opting out of certain communications may affect your ability to use certain Services. You hereby consent to our retaining and storing any personal information provided by you through your access and use of the Services, such as your name and e-mail, for the purpose of: (a) providing the Services to you; (b) conducting internal reviews and improvements relating to the Services; and (c) keeping a record for legal purposes. 

• INTELLECTUAL PROPERTY.  Except as expressly provided herein, these Terms do not grant either party any rights, implied or otherwise, to the other party’s content or intellectual property. As between the parties, you own all intellectual property rights in the content and data you submit (collectively, the “Customer Data”) to the Services, and we own all intellectual property rights in the Services, and all related components and information therein. You grant us a limited, non-exclusive, worldwide, royalty-free license to use the Customer Data for the purpose of providing the Services to you, and for the Purposes defined in our Privacy Policy. We will retain and own a copy of any non-personally identifiable or aggregated information and data generated or collected by us through your use of the Services.

• DISCLAIMER.  THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND WE HEREBY DISCLAIM ANY AND ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES WITH RESPECT TO THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INTERRUPTION, SUITABILITY, UPTIME, QUALITY, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE. FOR CERTAINTY, WE MAKE NO WARRANTY OR GUARANTEE WITH RESPECT TO THE RESULTS OF YOUR USE OF THE SERVICES. NOTHING IN THESE TERMS WILL RESTRICT OUR RIGHT TO UPDATE, IMPROVE, TERMINATE, SUSPEND, OR OTHERWISE CHANGE ANY PART OR WHOLE OF THE SERVICES IN OUR SOLE DISCRETION WITHOUT NOTICE. FURTHERMORE, AND WITHOUT LIMITING THE FOREGOING, WE HEREBY DISCLAIM ANY AND ALL LIABILITY RELATING TO THE ACCESS AND USE OF ANY THIRD-PARTY PRODUCTS, SERVICES, LINKS AND/OR APPLICATIONS ACCESSIBLE THROUGH OUR SERVICES.

• RELEASE & INDEMNIFICATION.  YOU HEREBY RELEASE AND FOREVER DISCHARGE US, AND OUR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, AGENTS AND ASSIGNS (THE “RELEASED PARTIES”) OF AND FROM ANY AND ALL ACTIONS, LIABILITIES, DAMAGES, LOSSES, CLAIMS, AND DEMANDS (THE “CLAIMS”) OF ANY KIND WHATSOEVER AND HOWSOEVER ARISING, WHICH YOU CAN, WILL OR MAY HAVE IN CONNECTION WITH OR ARISING FROM THE SERVICES. YOU HEREBY AGREE TO DEFEND, INDEMNIFY, SAVE AND HOLD THE RELEASED PARTIES HARMLESS AGAINST AND FROM ANY AND ALL THIRD-PARTY CLAIMS INCURRED OR SUFFERED BY THE RELEASED PARTIES AS A RESULT OF THE CUSTOMER DATA YOU PROVIDE US.

• GENERAL.  We may modify these Terms at any time, so please review them periodically. We will post the modified Terms on our website, at which time they will be effective. By continuing to access or use the Services after any modification, you consent to be bound by the modified Terms. These Terms will be governed and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party granting the waiver. In addition to any written agreements signed between you and us with respect to our Services (each, a “Signed Agreement”), these Terms, together with our Privacy Policy, constitute the entire agreement with respect to the subject matter contained herein and there are no other terms, conditions, representations, warranties, or collateral agreements, express or implied. To the extent of any conflict between these Terms and a Signed Agreement, the Signed Agreement will govern. The invalidity or unenforceability of any provisions of these Terms will not affect the validity or enforceability of any other provision of these Terms, which will remain in full force and effect. The parties are independent contractors, and these Terms do not create a partnership, joint venture, agency, fiduciary or employment relationship. If we are prevented from or interfered with in any manner whatsoever, or otherwise delayed, in performing the Services or any other obligations hereunder, by reason of any event beyond our reasonable control, then our non-performance will not be deemed a breach of these Terms, provided that notice is given to you without delay, and our obligations hereunder will be extended by such reasonable amount of time determined by us in good faith. Any notice, report or other communication required or permitted to be given by us will be deemed to have been received if sent to your last known address or email address. These Terms may not be assigned by you. We may assign these Terms at any time without notice. These Terms will enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. 

THE TERMS AND CONDITIONS PROVIDED HEREIN WILL APPLY TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW AND FORM AN ESSENTIAL CONDITION FOR OUR PROVISION OF THE SERVICES.