Terms

1. SERVICES AND SUPPORT

a. Subject to the terms and conditions of this Agreement, Standard Cyborg will use reasonable efforts to provide Customer the Services and hereby grants Customer a non-exclusive right to access and use the Services during the Term solely for the purposes described on the Order Form.

b. Subject to the terms hereof, Standard Cyborg will use reasonable efforts to provide Customer with the Support Services listed on the Order Form.

2. RESTRICTIONS AND RESPONSIBILITIES

a. Customer will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation, data, or API related to the Services (“Software”); (ii) modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Standard Cyborg or authorized within the Services); (iii) use the Services or any Software for timesharing, outsourced or service bureau purposes or otherwise for the benefit of a third party (other than Customer’s end users); (iv) transfer, distribute, sell, resell, lease, sublease, license, sub-license or assign the Services or any Software; or (v) store or transmit infringing, libelous, or otherwise unlawful or tortious material, or store or transmit material in violation of third party privacy rights.

b. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Standard Cyborg’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations (including but not limited to policies and laws related to spamming, privacy, intellectual property, consumer and child protection, obscenity or defamation). Customer hereby agrees to indemnify and hold harmless Standard Cyborg against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorney's’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Standard Cyborg has no obligation to monitor Customer’s use of the Services, Standard Cyborg may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

c. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords and files, and for all uses of Customer account or the Equipment.

3. OWNERSHIP AND CONFIDENTIALITY

a. Standard Cyborg exclusively owns all right, title and interest in and to the Services and Software. Except as expressly granted hereunder, Standard Cyborg reserves all rights, title and interests in and to the Services and Software.

b. As between the parties, the Customer Content (as defined below) will be owned by Customer. Customer will be solely responsible for the accuracy, quality, integrity and legality of Customer Content. Customer hereby grants to Standard Cyborg a non-exclusive, worldwide license to copy, modify (including the right to create derivative works of), display and use Customer Content in connection with performing Services. “Customer Content” means any data and other material uploaded or supplied directly to Standard Cyborg by Customer or Customer’s end-users in the course of receiving or using Services.

c. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Standard Cyborg includes non-public information regarding features, functionality and performance of the Service. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except as expressly permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required by law. Notwithstanding anything to the contrary, Standard Cyborg shall have the right collect and analyze data and other information relating to the use and performance of various aspects of the Services and related systems and technologies, and Standard Cyborg will be free to (i) use such information and data (during and after the term hereof) to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Standard Cyborg offerings, and (ii) disclose such data in aggregate or other de-identified form in connection with its business.

4. PAYMENT OF FEES

a. Customer will pay Standard Cyborg the then applicable fees set forth in the Order Form for the Services (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Standard Cyborg reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Term or any renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Standard Cyborg has billed Customer incorrectly, Customer must contact Standard Cyborg no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.

b. Prior to the commencement of Service, Customer shall provide Standard Cyborg all relevant information regarding Customer’s credit card or other payment instrument. Customer represents and warrants to Standard Cyborg that such information is true and that Customer is authorized to use such payment instrument. Customer will promptly update its account information with any changes (for example, a change in Customer billing address or credit card expiration date) that may occur. Customer hereby authorizes Standard Cyborg to bill Customer’s payment instrument in advance on a periodic basis in accordance with the terms of the Order Form, and Customer further agrees to pay any charges so incurred. Standard Cyborg may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Standard Cyborg thirty (30) days after the mailing date of the invoice. Unpaid amounts 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 and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Standard Cyborg’s net income.

5. TERMINATION

a. The term of this Agreement will begin on the Effective Date and will continue until terminated as provided in this Section 5.

b. Either party may terminate this Agreement upon thirty (30) days’ notice. In addition to any other remedies it may have, either party may terminate this Agreement upon thirty (30) days’ notice if the other party materially breaches any of the terms or conditions of this Agreement.Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

c. Within 30 days after a request by Customer or any termination of this Agreement, Standard Cyborg will make available to Customer electronically all Customer Content. After such 30 day period, Standard Cyborg will have no obligation to maintain or provide any Customer Content and may thereafter, unless legally prohibited, delete all Customer Content in its systems or otherwise in its possession or under its control.

6. WARRANTY AND DISCLAIMER

Standard Cyborg shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Standard Cyborg or by third-party providers, or because of other causes beyond Standard Cyborg’s reasonable control. Standard Cyborg does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. THE SERVICES AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND Standard Cyborg DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

7. INDEMNIFICATION

Standard Cyborg will defend Customer and indemnify Customer against any and all costs, damages and expenses (including reasonable legal fees) arising out of any third-party claim that the Service infringes any valid intellectual property right of a third party (“Claim”); provided that Customer: (i) provides prompt written notice of a potential Claim; (ii) gives Standard Cyborg sole control of the defense and settlement of the Claim (provided that Standard Cyborg may not settle any Claim unless it unconditionally releases Customer of all liability); and (iii) provides Standard Cyborg, at Standard Cyborg’s expense, all reasonable assistance necessary for defense and settlement. Standard Cyborg may, at its sole option and expense: (a) procure for Customer the right to continue using the Service under the terms of this Agreement; (b) replace or modify the Service to be non-infringing without material decrease in functionality; or (c) if the foregoing options are not reasonably practicable, terminate this Agreement and refund Customer all prepaid Fees for the remainder of the term. Notwithstanding the foregoing, Standard Cyborg shall have no liability for any Claim to the extent it is based on (x) Customer’s breach of this Agreement (including but not limited to any unauthorized use of the Service or any modification of the Service by any person other than Standard Cyborg or its authorized agents); (y) any combination of the Service with other non-Standard Cyborg products, equipment, software, uses or data, to the extent such claim would not have arisen absent such combination; or (z) any activity after Standard Cyborg has provided Customer with a work around or modification that would have avoided such issue without adversely affecting the functionality of the Service.

8. LIMITATION OF LIABILITY

EXCEPT FOR A BREACH OF SECTION 2.1 OR SECTION 3, IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE OR LIABLE TO THE OTHER PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND A PARTY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID (PLUS ANY ACCOUNTS PAYABLE) BY CUSTOMER TO Standard Cyborg FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. GOVERNMENT MATTERS

Customer may not remove or export from the United States or allow the export or re-export of the Services, Software 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 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 Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

10. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Standard Cyborg’s prior written consent. Standard Cyborg may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement 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 Agreement, 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 Agreement and Customer does not have any authority of any kind to bind Standard Cyborg in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement 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 e-mail; 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. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.

Personal Data collected for the following purposes and using the following services:

  • Analytics
    • Eg Google Analytics and Google AdWords conversion tracking
    • Personal Data: Cookie and Usage Data
  • Contacting the User
    • Eg Mailing List or Newsletter
    • Personal Data: Email
  • Displaying content from external platforms
    • Eg Youtube video widget
    • Personal Data: Cookie and Usage Data
  • Interaction with external social networks and platforms
    • Eg Twitter Tweet button and social widgets, Facebook Like button and social widgets, Google+ +1 button and social widgets and Linkedin button and social widgets
    • Personal Data: Cookie and Usage Data
  • Managing email addresses and sending messages
    • Personal Data: Email
  • Remarketing and Behavioral Targeting
    • Eg AdWords Remarketing
    • Personal Data: Cookie and Usage Data

Data owner

Standard Cyborg, Inc.
Contact Us
Standard Cyborg 1663 Mission St Ste 560 Suite 560 San Francisco, CA 94103
+1 (844) 429-2674
mail@standardcyborg.com