terms of service

1. Acceptance of Terms

1.1. dcyd, inc. (“dcyd” or “we”) provides its Service (as defined below) to you through its web site located at https://app.dcyd.io (the “Site”) and Software (as defined below) that it makes available from time to time, subject to this Terms of Service agreement (“TOS”) and any other terms set out in an applicable order form (“Order Form”). By accepting this TOS or by accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.

THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST DCYD TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION AGREEMENT, (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST DCYD ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

 

1.2. dcyd may change this TOS from time to time by providing thirty (30) days prior notice either by emailing the email address associated with your account or by posting a notice on the Site. You can review the most current version of this TOS at any time at https://app.dcyd.io/terms. The revised terms and conditions will become effective thirty (30) days after we post or send you notice of such changes, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is stop using the Services and send a cancellation email to support@dcyd.io.

2. Description of Service

 

The “Service” includes (a) the Site, (b) dcyd’s analytics and prediction services and related technologies for machine learning, and (c) all software (including the Software, as defined below), data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to this TOS.

3. General Conditions / Access and Use of the Service

 

3.1. Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to dcyd. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. You shall comply with any codes of conduct, policies or other notices dcyd provides you or publishes in connection with the Service, and you shall promptly notify dcyd if you learn of a security breach related to the Service.

 

3.2. Any software that may be made available by dcyd in connection with the Service (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, dcyd hereby grants you a limited, non-transferable, non-sublicensable and non-exclusive right and license to use the Software solely in connection with the Service, provided that you shall not (and shall not allow any third party to) (a) copy, modify, create a derivative work of, or sell, assign, sublicense or otherwise transfer any right in any Software, or (b) reverse engineer, reverse assemble or otherwise attempt to discover any source code of any Software that is not provided in source code form. You agree not to access the Service by any means other than through the interface that is provided by dcyd for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of dcyd or any third party is granted to you in connection with the Service.

 

3.3. You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter “provide” and corollaries thereof) in connection with or relating to the Service (“Customer Data”). You agree that the Services are not intended to process personally identifiable information, and agree not to include such information in the Customer Data except as necessary to configure administrative or user Accounts or as otherwise specifically requested by dcyd. For every email sent via the Services, you acknowledge and agree that dcyd shall have the right to automatically add an identifying footer in accordance with our standard policies then in effect. You agree to cooperate with and provide reasonable assistance to dcyd in promoting and advertising the Services. Notwithstanding anything to the contrary (but subject to our Privacy Policy) dcyd will have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including Customer Data and data derived therefrom), and dcyd will be free (during and after the term hereof) to (i) use such information and data to improve and enhance its products and services and for other development, diagnostic and corrective purposes in connection with its products and services, and (ii) use and disclose such data solely in an aggregated or other anonymized form that does not identify an individual or any specific customer (“Anonymized Customer Data”) in connection with its business.

 

3.4. You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. dcyd reserves the right to access your account in order to respond to your requests for technical support. By providing Customer Data on or through the Service, you hereby do and shall grant dcyd a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Customer Data in connection with the Service. dcyd has the right, but not the obligation, to monitor the Service, Content, or Customer Data. You further agree that dcyd may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.

 

3.5. You understand that the operation of the Service, including Customer Data, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to dcyd’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Customer Data. dcyd will have no liability to you for any unauthorized access or use of any of Customer Data, or any corruption, deletion, destruction or loss of any of Customer Data.

 

3.6. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Services (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in dcyd’s published policies then in effect. You shall also be responsible for maintaining the security of the Equipment, your Account, passwords and files, and for all uses of your Account or the Equipment with or without your knowledge or consent.

 

3.7. The failure of dcyd to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and dcyd, even though it is electronic and is not physically signed by you and dcyd, and it governs your use of the Service.

 

3.8. dcyd reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on dcyd’s website and in other communication with existing or potential dcyd customers. To decline dcyd this right you need to email support@dcyd.io stating that you do not wish to be used as a reference.

 

3.9. Subject to the terms hereof, dcyd may (but has no obligation to) provide technical support services, through email in accordance with our standard practice.

4. Payment

 

To the extent the Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide dcyd information regarding your credit card or other payment instrument. You represent and warrant to dcyd that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay dcyd the amount that is specified in the payment plan in accordance with the terms of such plan and this TOS. You hereby authorize dcyd to bill your payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you opt not to renew a subscription plan, you must give dcyd notice of non-renewal at least thirty (30) days prior to the expiration of your current term. If you dispute any charges you must let dcyd know within sixty (60) days after the date that dcyd invoices you. We reserve the right to change dcyd’s prices. If dcyd does change prices, dcyd will provide notice of the change on the Site or in email to you, at dcyd’s option, at least 30 days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. dcyd may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by dcyd thirty (30) days after the mailing date of the invoice, or the Services may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with Services other than U.S. taxes based on dcyd’s net income.

5. Representations and Warranties

 

You represent and warrant to dcyd that (i) you have full power and authority to enter into this TOS; (ii) you own all Customer Data or have obtained all permissions, releases, rights or licenses required to engage in your providing of such Customer Data and other activities (and allow dcyd to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) Customer Data and other activities in connection with the Service, and dcyd’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Customer Data contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) you are eighteen (18) years of age or older.

6. Termination

 

Subject to earlier termination as provided below, dcyd may terminate your Account and this TOS 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, dcyd may also terminate this TOS upon thirty (30) days’ notice (or ten (10) days in the case of nonpayment), if you breach any of the terms or conditions of this TOS. dcyd reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof). All Customer Data on the Service (if any) may be permanently deleted by dcyd upon any termination of your account in its sole discretion. However, all accrued rights to payment and the terms of Section 4-12 shall survive termination of this TOS.

7. Disclaimer of Warranties

 

The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by dcyd or by third-party providers, or because of other causes beyond our reasonable control. HOWEVER, THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND DCYD EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT DCYD DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM DCYD OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.

8. Limitation of Liability

 

8.1. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL DCYD BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.

 

8.2. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, DCYD’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

9. Indemnification

 

You shall defend, indemnify, and hold harmless dcyd from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Customer Data, or your other access, contribution to, use or misuse of the Service. dcyd shall provide notice to you of any such claim, suit or demand. dcyd reserves 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 dcyd’s defense of such matter.

10. Third Party Login Services

 

10.1. You may enable or log in to the Service via various third party services, such as Google (“Login Services”). To take advantage of this feature and capabilities, we may ask you to authenticate, register for or log into Login Services on the websites of their respective providers. As part of such integration, the Login Services will provide us with access to certain information that you have provided to such Login Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating these Login Services and Company’s use, storage and disclosure of information related to you and your use of such services within Company (including your friend lists and the like), please see our Privacy Policy at https://app.dcyd.io/privacy. However, please remember that the manner in which Login Services use, store and disclose your information is governed solely by the policies of such third parties, and Company shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Service.

 

10.2. In addition, Company is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Login Services. As such, Company is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Login Services. Company enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.

11. U.S. Government Matters

 

You may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the software and documentation installed by dcyd on your Equipment (if applicable) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this TOS and will be prohibited except to the extent expressly permitted by the terms of this TOS.

12. Assignment

 

You may not assign this TOS without the prior written consent of dcyd, but dcyd may assign or transfer this TOS, in whole or in part, without restriction.

13. Miscellaneous

 

If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable. Both parties agree that this TOS, together with any Order Form, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind dcyd in any respect whatsoever. In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

14. Governing Law

 

This TOS shall be governed by the laws of the State of California without regard to the principles of conflicts of law. Unless otherwise elected by dcyd in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of California for the purpose of resolving any dispute relating to your access to or use of the Service.

15. Arbitration

 

15.1. Agreement to Arbitrate: This Section is referred to as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and dcyd, whether arising out of or relating to this Agreement or the Program, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. You agree that you and dcyd are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Notwithstanding the foregoing, this Arbitration Agreement shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Arbitration Agreement.

 

15.2. Prohibition of Class and Representative Actions and Non-Individualized Relief: You and dcyd agree that each may bring claims against the other only on an individual basis and not as plaintiff or class member in any purported class or representative action or proceeding. Unless both you and dcyd agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).

 

15.3. Pre-Arbitration Dispute Resolution: dcyd is always interested in resolving disputes amicably and efficiently, and most participant concerns can be resolved quickly and to the participant’s satisfaction by emailing dcyd’s support team at support@dcyd.io. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to dcyd should be sent to 987 Vista Grande, 94030 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If dcyd and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or dcyd may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by dcyd or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or dcyd is entitled.

 

15.4. Arbitration Procedures: Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Commercial Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless dcyd and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, dcyd agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

15.5. Costs of Arbitration: Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the AAA Rules.

15.6. Confidentiality: All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

15.7. Severability: If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than clause (b) above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of clause (b) is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of this Agreement will continue to apply.

16. Privacy

 

Please visit https://dcyd.io/privacy to understand how dcyd collects and uses personal information.