Last updated: May 22, 2018
This is a really important legal document. It's a little long, and you might find parts of it a little boring, but we've tried to be as concise as we can. It's very important that you carefully and thoroughly read this whole document, because it sets out your rights and our rights. Here, we set out the terms and conditions that govern all use of www.cyclops.io and all of our services. You (and us) are bound by the terms of this Agreement and you should take the time to read the complete Terms of Service.
Cyclops is an online platform, provided by Mythical Labs Inc. ("Mythical Labs") that enables users to collaborate with one another (collectively, the "Services"), which Services are accessible at Cyclops.io and any other websites through which Mythical Labs makes the Services available (collectively, the "Site") and as applications for mobile, tablet and other smart devices and application program interfaces (collectively, the "Application"). The following are the terms and conditions for use of the Service between Mythical Labs Inc. and you (either an individual or a legal entity that you represent as an authorized employee or agent) ("You").
BY ACCESSING OR USING THE SERVICEs, AND/OR CLICKING THE "SIGN UP" BUTTON, YOU ARE STATING THAT YOU ARE ELIGIBLE FOR AN ACCOUNT AND THAT YOU AGREE TO BE BOUND BY ALL OF THESE TERMS OF SERVICE ("AGREEMENT") INCLUDING THE ARBITRATION PROVISION, WAIVER OF CLASS ACTION, AND LIMITATION OF LIABILITY PROVISIONS.
If you have entered into a separate written agreement ("Order Form") with Mythical Labs governing your use of the Service, then the terms and conditions of that Order Form will prevail and govern, and any conflicting terms of this Agreement will not be given effect.
"Content" means video and/or audio stream, graphical, pictorial or text content, or any other content displayed and transferred on our platform
"Software" means Mythical Labs' proprietary Service software and servers (including, without limitation, the Website, APIs, and Database), which collects, analyzes, and displays content
"3rd Party Services" means Services that are not owned by Mythical Labs. but may be integrated with the Services. Examples include but are not limited to Slack, LinkedIn, and Google.
"Documentation" means any accompanying documentation made available to You by Mythical Labs for use with the Software, including any API documentation.
Account creation is optional in order to use the Service. We do not require any login or account creation for you to use our Service. However, in order to use all of the features of the Site and Services, You must create an account by either signing up on Cyclops by entering your name, email, password and providing other information if you so choose or using 3rd Party authentication services such as those provided by Slack, LinkedIn, or Google, so that users in the same session can see your name.
The Site and Services are currently provided without charge to You for accessing the website version of the Services. Mythical Labs reserves the right to start charging fees for use of the Site and Services at some point in the Future. In the future, if Mythical Labs decides to start charging fees for use of the Site and Services, it will provide you with notice of the change in the fee policy and you will have the opportunity to decide whether you want to continue using the Site and Services. If you choose not to pay the fees, then you will no longer have access to the Site and Services.
Subject to Your compliance with the terms and conditions of this Agreement, Mythical Labs hereby grants You a limited, revocable, non-exclusive, non-sub-licensable license to (i) use the Service and (ii) use the Documentation solely for the purposes of developing, implementing and integrating interfaces to the Service. Subject to the terms and conditions of this Agreement, the data You access is for Your internal business purposes only. You may not sell, rent, license, disclose, or make the data publicly available without the permission of Mythical Labs.
You will not nor will You allow any third party to (i) copy, modify, adapt, translate or otherwise create derivative works of the Software, Database, or Documentation; (ii) scrape or attempt to scrape the Service; (iii) hack, reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Software, except as expressly permitted by the law in effect in the jurisdiction in which You are located; (iv) rent, lease, sell, assign or otherwise transfer rights in or to the Software, the Database, the Documentation or the Service; (v) remove any proprietary notices or labels on the Software or placed by the Service; or (vi) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the Software. You will use the Software, Service and Reports solely for Your own internal use, and will not make the Software or Service available for timesharing, application service provider or service bureau use. You will comply with all applicable laws and regulations in Your use of and access to the Documentation, Software, Service and Reports. Please use the Site and Services for their intended use only. If you engage in any prohibited conduct, and we become aware of it, we will terminate your access to the Site and Services.
The Services (which includes but is not limited to the Software, the Database, all intellectual property rights in the Service and all non-personally identifiable data obtained through the Service) are, and shall remain, the property of Mythical Labs. All rights in and to the Software and Service not expressly granted to You in this Agreement are hereby expressly reserved and retained by Mythical Labs and its licensors.
Mythical Labs does not guarantee the Service will be operable at all times or during any down time (1) caused by outages to any public Internet backbones, networks or servers, (2) caused by any failures of Your equipment, systems or local access services, (3) for previously scheduled maintenance or (4) relating to events beyond Mythical Labs' (or its licensors' or service provider's) control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Mythical Labs or Your servers are located or co-located.
You may terminate Your use of the Service at any time and for any reason. Mythical Labs may also suspend your access to the Service or terminate this Agreement at any time for any reason. Upon any termination of this Agreement, Mythical Labs will cease providing the Services, and You will cease any further access or use of the Service. In the event of any termination (a) You will not be entitled to any refunds of any fees, and (b) any (i) outstanding balance for Services rendered through the date of termination, and (ii) other unpaid payment obligations during the remainder of the Term will be immediately due and payable in full and (c) all of Your historical report data will no longer be available to You unless there is a purchase or professional services agreement for the exchange and transfer of such data is entered into as a component of termination. The following sections of this Agreement will survive termination: 1, 5, 6, 7, 8, 10, 11, 12, 13, 14 and 17.
This Agreement and our relationship will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to its conflict of laws provisions or your actual state or country of residence. Subject to the arbitration clause immediately below, any claims, legal proceeding or litigation arising in connection with this Agreement, the Site, our Services, our Software, our relationship, must be brought in a court of competent jurisdiction located in Middlesex County, Massachusetts, and you consent to the jurisdiction of such courts. This is a very important part of this Agreement. By executing this Agreement, you agree to the choice of law and jurisdiction discussed above. If you do not wish to be bound by this clause, do not execute this Agreement.
For all relief other than equitable or injunctive relief, any dispute arising with respect to your use of the Site, Services, and/or this Agreement shall be settled by binding arbitration in accordance with the rules and procedures of JAMS arbitration and mediation service.
The arbitrator shall be selected by joint Agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, shall select an arbitrator using JAMS’s arbitrator selection process then in effect. The written decision of the arbitrator shall be final and binding on the parties and enforceable in any court. The arbitration proceeding shall take place in Boston, Massachusetts.
For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000 the party requesting relief may elect non-appearance-based arbitration with JAMS. In such event, the arbitration shall be conducted by telephone or by videoconference; the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
YOU AND MYTHICAL LABS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Mythical Labs agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
THE DISPUTE RESOLUTION PORTION OF THIS AGREEMENT IS A VERY IMPORTANT PART OF THE AGREEMENT. BY EXECUTING THIS AGREEMENT, YOU AGREE TO THE ARBITRATION REQUIREMENT AND WAIVER OF CLASS ACTION. THIS MEANS THAT YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY IN A COURT AND YOU ARE WAIVING YOUR ABILITY TO BRING AND/OR PARTICIPATE IN A CLASS ACTION LAWSUIT. IF YOU DO NOT WISH TO BE BOUND BY THIS CLAUSE, DO NOT EXECUTE THIS AGREEMENT.
You agree to indemnify, hold harmless and defend Mythical Labs from any and all third-party claims, actions, proceedings, and suits brought against Mythical Labs or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by Mythical Labs arising out of or relating to (i) Your breach of any term or condition of this Agreement (including, without limitation, Section 6), (ii) Your unauthorized use of the Site and/or Services, or (iii) Your violations of applicable laws, rules or regulations in connection with your use of the Service, the Software and/or the Site. In such a case, Mythical Labs will provide You with written notice of such claim, suit or action.
The information and services included in or available through the Service, including the Reports, may include inaccuracies or typographical errors. Mythical Labs does not represent or warrant that the Service or the Software will be uninterrupted or error-free, that all defects will be corrected, or that the Service or the Software are completely free of viruses or other harmful components. Mythical Labs does not warrant or represent that the use of the Service, Software or the Reports will be correct, accurate, timely or otherwise reliable. You specifically agree that Mythical Labs will not be responsible for unauthorized access to or alteration of the Customer Data or data from Your Mobile Properties. THE SERVICE, THE SOFTWARE AND REPORTS ARE PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY MYTHICAL LABS AND/OR ITS LICENSORS, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICE, THE SOFTWARE, THE DOCUMENTATION AND REPORTS, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICE. Some states do not allow exclusion of an implied warranty, so this disclaimer may not apply to You.
MYTHICAL LABS WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE SERVICE), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF MYTHICAL LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The exclusion contained in this paragraph shall apply regardless of the failure of the exclusive remedy provided in the following paragraph. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the foregoing limitations or exclusions may not apply to You. Mythical Labs' total cumulative liability for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed the amount paid by You in the 12 months preceding the claim.
If the use of the Service is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (DOD) acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions), the Government's rights in the Software, including its rights to use, modify, reproduce, release, perform, display or disclose the Software or Documentation, will be subject in all respects to the commercial license rights and restrictions provided in this Agreement.
Mythical Labs reserves the right to change or modify any of the terms and conditions contained in this Agreement or any policy governing the Service, at any time, by posting the new agreement, which You will be informed of through your account or via email. You are responsible for regularly reviewing these updates to the Agreement. No amendment to or modification of this Agreement will be binding unless (i) in writing and signed by a duly authorized representative of Mythical Labs, (ii) You accept updated terms online, or (iii) You continue to use the Service after Mythical Labs has posted updates to the Agreement or to any policy governing the Service.
This Agreement (including any amendment agreed upon by the parties in writing) represents the complete agreement between You and Mythical Labs concerning its subject matter, and supersedes all prior agreements and representations between the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. A waiver of any default is not a waiver of any subsequent default. You may not assign or otherwise transfer any of Your rights hereunder without Mythical Labs' prior written consent, and any such attempt is void. The relationship between Mythical Labs and You is not one of a legal partnership relationship, but is one of independent contractors. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.