These Terms and Conditions (the "Terms") govern access to and use of the Cipher platform and related services provided by Cipher Inc. ("Cipher", "we", "us"). By accessing the Services, or by accepting an Order Form that references these Terms, you agree to be bound by them.
1. Definitions
- "Customer" means the organisation that contracts for the Services.
- "Authorised User" means an individual the Customer permits to use the Services.
- "Customer Data" means data submitted to, or generated by, the Services on the Customer's behalf.
- "Order Form" means the ordering document specifying the subscription, term, and fees.
- "Documentation" means the product documentation we make generally available.
2. Accounts and access
The Customer is responsible for the accuracy of its account information, for configuring the Services appropriately, and for all activity occurring under its Authorised Users' credentials. Credentials must not be shared. The Customer will notify us promptly of any suspected unauthorised access.
3. Subscription, fees, and taxes
Fees are set out in the Order Form and, unless stated otherwise, are payable in advance and are non-refundable. Invoices are due within the period stated on the Order Form, or thirty (30) days from the invoice date if none is stated. Overdue amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law.
Fees exclude taxes. The Customer is responsible for all sales, use, value-added, and similar taxes, excluding taxes on our income. Unless the Order Form says otherwise, subscriptions renew automatically for successive terms of equal length unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term.
4. Acceptable use
The Customer will not, and will not permit any Authorised User to:
- use the Services in breach of applicable law or export control and sanctions regulations;
- reverse engineer, decompile, or attempt to derive the source code of the Services, except to the extent this restriction is unenforceable;
- resell, sublicense, or provide the Services to third parties other than Authorised Users;
- upload malicious code, or attempt to gain unauthorised access to the Services or any other customer's data;
- interfere with the integrity or performance of the Services, including through excessive or automated load;
- conduct penetration testing or vulnerability scanning without our prior written consent.
We may suspend access without liability where use presents a material security risk, threatens the integrity of the Services, or breaches this section. Where practicable we will give notice and an opportunity to cure.
5. Customer Data
As between the parties, the Customer retains all right, title, and interest in Customer Data. The Customer grants us a non-exclusive licence to host, process, and transmit Customer Data solely to provide and support the Services and as otherwise permitted by these Terms.
The Customer represents that it has all rights and, where required, consents necessary for us to process Customer Data. Where personal data is involved, our Data Processing Addendum applies and prevails over these Terms in the event of conflict.
We may generate aggregated and de-identified data from use of the Services and use it to operate, improve, and benchmark our products, provided it does not identify the Customer, any Authorised User, or any individual.
6. Intellectual property
The Services, Documentation, and all related intellectual property remain our exclusive property and that of our licensors. No rights are granted other than the limited, non-exclusive, non-transferable right to access and use the Services during the subscription term in accordance with these Terms. Any feedback you provide may be used without restriction or obligation.
7. Confidentiality
Each party may receive confidential information of the other. The receiving party will protect it with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisers with a need to know who are bound by comparable obligations. These obligations do not apply to information that is public through no fault of the receiving party, independently developed, or lawfully received from a third party, and do not prevent disclosure required by law provided reasonable notice is given where permitted.
8. Availability and support
We will use commercially reasonable efforts to make the Services available in accordance with any service level agreement referenced in the Order Form. Planned maintenance will be notified in advance where reasonably practicable. Current availability is published at our service status page. Support is provided at the level specified in the Order Form.
9. Third-party services
The Services may interoperate with third-party products at the Customer's election. We do not control and are not responsible for those products, and their use is governed by their own terms. Disabling an integration may affect functionality that depends on it.
10. Term and termination
These Terms run for the subscription term stated in the Order Form. Either party may terminate for material breach that remains uncured thirty (30) days after written notice, or immediately on the other party's insolvency.
On termination, access to the Services ceases and any accrued fees become due. The Customer may export Customer Data during the subscription term and for thirty (30) days afterwards, after which we may delete it in accordance with our retention practices. Sections that by their nature should survive will do so.
11. Warranties and disclaimers
We warrant that the Services will perform materially in accordance with the Documentation, and that we will provide them with reasonable skill and care. Except as expressly stated, the Services are provided "as is" and we disclaim all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted or error free, and the Services do not constitute legal, regulatory, or compliance advice.
12. Limitation of liability
Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, goodwill, or data, even if advised of the possibility. Each party's aggregate liability arising out of or related to these Terms will not exceed the fees paid or payable by the Customer in the twelve (12) months preceding the event giving rise to the claim.
These limitations do not apply to a party's indemnification obligations, the Customer's payment obligations, breach of confidentiality, or liability that cannot be limited by law, including death or personal injury caused by negligence and fraud.
13. Indemnification
We will defend the Customer against third-party claims that the Services infringe intellectual property rights, and pay damages finally awarded or agreed in settlement, provided we are promptly notified and given control of the defence. If the Services become subject to such a claim, we may procure the right to continue use, modify the Services, or terminate the affected subscription and refund prepaid unused fees.
The Customer will defend us against third-party claims arising from Customer Data or from use of the Services in breach of these Terms, on the same conditions.
14. Governing law and disputes
These Terms are governed by the laws of [jurisdiction], excluding its conflict of law rules. The parties submit to the exclusive jurisdiction of the courts of [venue]. Each party will first attempt in good faith to resolve any dispute through discussion between senior representatives.
15. Changes to these Terms
We may update these Terms from time to time. Material changes take effect at the start of the next renewal term, or thirty (30) days after notice for subscriptions without a fixed term. Continued use after that date constitutes acceptance.
16. General
These Terms, together with the Order Form and any addenda, form the entire agreement and supersede prior discussions on their subject matter. Neither party may assign them without the other's consent, except to a successor in a merger or sale of substantially all assets. If a provision is held unenforceable it will be modified to the minimum extent necessary and the remainder will continue in force. No failure to enforce is a waiver. Neither party is liable for delay caused by events beyond its reasonable control. Nothing creates a partnership, agency, or employment relationship.
17. Contact
Questions about these Terms can be sent to legal@cipher-inc.com.