Cylvy Analysis Terms of Service

# Cylvy Analysis Terms of Service (Master Subscription Agreement)

Effective Date: [YYYY-MM-DD]

These Terms of Service (the “Agreement”) are entered into by and between Silver Agency ("Provider", "we", "us", or "our"), operating the Cylvy Analysis platform ("Cylvy", the "Service"), and the customer identified on an applicable Order Form ("Customer", "you" or "your"). If you are accepting on behalf of an entity, you represent and warrant that you have authority to bind that entity.

Cylvy is a trademark of Silver Agency. This Agreement governs access to and use of the Service. If you do not agree to these Terms, do not access or use the Service.

## 1. Definitions
- **Affiliate**: An entity that directly or indirectly controls, is controlled by, or is under common control with a party.
- **Customer Data**: Data, content, and materials submitted by or on behalf of Customer to the Service.
- **Output**: Results, analyses, or other content generated by the Service from Customer inputs.
- **Order Form**: A transaction document (including online checkout) specifying the Service, term, fees (if any), and other details.
- **Beta Features**: Pre-release, experimental, or evaluation functionality identified as beta, preview, or similar.
- **Documentation**: User guides, policies, and materials made available by Provider regarding the Service.

## 2. Access and Use
2.1 License. Subject to this Agreement and the Order Form, Provider grants Customer a non-exclusive, non-transferable right to access and use the Service during the applicable term for Customer’s internal business purposes.

2.2 Accounts. Customer is responsible for the accuracy of registration information, for maintaining the confidentiality of credentials, and for all activities under its accounts.

2.3 Acceptable Use. Customer must comply with the Acceptable Use Policy (AUP) referenced below. Customer is responsible for its users’ compliance with this Agreement and the AUP.

2.4 Restrictions. Customer shall not (and shall not permit others to): (a) reverse engineer, decompile, or attempt to discover source code; (b) circumvent any technical limits or security measures; (c) access the Service for competitive benchmarking without our prior written consent; (d) remove or alter proprietary notices; (e) use the Service for unlawful purposes or to process Prohibited Data as defined in the AUP; or (f) resell or sublicense the Service.

## 3. Beta Features
3.1 Nature of Beta. Beta Features may be offered for evaluation only and are provided "AS IS" without commitments, and may be changed, suspended, or discontinued at any time.

3.2 Non-Production Use. Unless otherwise agreed in writing, Beta Features are not for production use. Customer will not rely on Beta Features for any use case where errors could cause harm.

3.3 Feedback. Customer may provide suggestions, ideas, or feedback. Provider may use feedback without restriction or obligation, and Customer assigns all right, title, and interest in feedback to Provider.

## 4. AI/Analytics-Specific Terms
4.1 Outputs. Subject to Section 6, as between the parties, Customer owns its Customer Data. To the extent permitted by law, Provider assigns to Customer any right, title, and interest Provider may obtain in Outputs generated from Customer Data, excluding Provider Technology.

4.2 Model Improvement. Provider will not use Customer Data to train or improve models for other customers unless Customer opts in within the Service. Aggregated/de-identified usage information may be used to operate, secure, and improve the Service.

4.3 Limitations. Outputs may be inaccurate or incomplete. Customer is responsible for evaluating the accuracy and appropriateness of Outputs and for human review where applicable. The Service is not intended for decisions in regulated or high-risk contexts without appropriate controls.

## 5. Privacy and Security
5.1 Privacy. Processing of personal data is governed by the Privacy Policy and the Data Processing Addendum (DPA), each incorporated by reference.

5.2 Security. Provider will implement appropriate technical and organizational measures as described in the Security Overview. Customer is responsible for secure configuration of its accounts and inputs.

5.3 Subprocessors. Provider may use subprocessors to provide the Service as listed on the Subprocessors page, subject to the DPA.

## 6. Ownership; IP
6.1 Customer Data. As between the parties, Customer retains all rights in Customer Data. Customer grants Provider a non-exclusive license to host, process, transmit, display, and otherwise use Customer Data as reasonably necessary to provide and improve the Service (subject to Section 4.2) and to comply with law.

6.2 Provider Technology. Provider retains all rights in the Service, Documentation, and related technology, including improvements, derivatives, and feedback. No rights are granted except as expressly set forth herein.

## 7. Confidentiality
Each party may disclose Confidential Information to the other. The receiving party will protect the disclosing party’s Confidential Information using at least reasonable care and may use it only to exercise rights and perform obligations under this Agreement. Exclusions apply for information that is public, independently developed, or obtained from a third party without duty of confidentiality. If legally compelled to disclose, the receiving party will provide notice where lawful and reasonable.

## 8. Fees and Taxes
Unless otherwise stated in an Order Form, beta access is offered at no charge. If fees apply, Customer will pay undisputed invoices within 30 days. Fees are exclusive of taxes; Customer is responsible for applicable taxes other than those based on Provider’s income.

## 9. Warranties; Disclaimers
THE SERVICE, BETA FEATURES, AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE". PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THAT THE SERVICE OR OUTPUTS WILL BE ACCURATE OR ERROR-FREE.

## 10. Indemnities
10.1 IP Indemnity by Provider. Provider will defend Customer against third-party claims alleging that the Service, as provided by Provider and used in accordance with this Agreement, infringes a third party’s IP rights, and will pay costs, damages, and reasonable legal fees finally awarded or approved in settlement. Provider’s obligations do not apply to claims arising from: (a) Customer Data or third-party content; (b) combinations with non-Provider products; (c) modifications not made by Provider; or (d) use not in accordance with the Documentation. If infringement is alleged, Provider may procure rights, modify, replace, or terminate the affected Service with a pro-rata refund of prepaid fees.

10.2 Indemnity by Customer. Customer will defend Provider against third-party claims arising from Customer Data or use of the Service in breach of the AUP or law, and will pay costs, damages, and reasonable legal fees finally awarded or approved in settlement.

## 11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL; AND (B) EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY (OR GBP £10,000 IF NO FEES WERE PAID). THESE LIMITATIONS APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.

## 12. Term; Suspension; Termination
12.1 Term. This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated.

12.2 Suspension. Provider may suspend access if Customer breaches the AUP, poses a security risk, fails to pay fees (if applicable), or as required by law, with notice where reasonable.

12.3 Termination. Either party may terminate for material breach not cured within 30 days of notice. Either party may terminate for convenience upon 30 days’ notice during a beta evaluation.

12.4 Effect. Upon termination, Customer will cease use of the Service. For 30 days after termination (unless prohibited by law), Customer may export Customer Data via available tooling. Provider will delete Customer Data per the DPA.

## 13. Publicity
Provider may use Customer’s name and logo to identify Customer as a customer of the Service, subject to Customer’s brand guidelines and reasonable objections. Customer may opt out by written notice. For public case studies or quotes, Provider will obtain prior consent.

## 14. Export; Sanctions; Anti-Corruption
Customer represents that it is not listed on any sanctions list and will not permit use of the Service in violation of export control laws. Customer will maintain policies to prevent bribery and corruption in relation to this Agreement.

## 15. Governing Law; Venue
This Agreement is governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

## 16. Order of Precedence; Changes
If there is a conflict, the following order applies: (1) Order Form, (2) DPA, (3) this Agreement, (4) Documentation and policies. We may update referenced policies with materially equivalent protections; material adverse changes to Customer’s rights will be notified and will not apply retroactively to a current term without consent.

## 17. Miscellaneous
Assignment, notices, force majeure, independent contractors, and severability apply in standard form. No waiver is effective unless in writing. This Agreement constitutes the entire agreement and supersedes prior agreements regarding its subject.

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Notices to Provider: legal@silveragency.example | Security: security@silveragency.example | Privacy: privacy@silveragency.example

Trademark notice: Cylvy™ is a trademark of Silver Agency.