1. Presentation
‍Cycle App Inc., a Delaware corporation having its registered office at 490 Post Street, Suite 640, San Francisco, CA 94102, United States (the "Company")
Software: Cycle (the "Software")
Service: the provision of the Software (the "Service")
Website: www.cycle.app (the "Website")

2. Formation

‍2.1. These terms and conditions (the "Terms and Conditions") apply to the agreement (the "Agreement") entered into between the Company and the customer (the "Customer") and through which the Company provides the Customer with the Service. The Company and the Customer are individually referred to as a "party" and collectively as the "parties" to the Agreement.

2.2. All publicly displayed pricing and features of the Service (e.g. online or on informative brochures) are provided for information purposes only. Only the pricing and features included in the offer communicated to the Customer may be binding to the Company. The period of validity of the offer is thirty (30) days unless otherwise specified in the offer.

2.3. The Customer accepts the offer for the Service, as the case may be, by accepting in writing or by sending back a signed purchase order issued by the Company or by confirming in writing to the Company (including by email) that the Customer subscribes to the offer for the Service.

2.4. By accepting the offer, the Agreement enters into force, the Customer consents to the application of the Terms and Conditions and waives the application of any conflicting provisions of any purchaser terms and conditions or any other document emanating from the Customer which, in the absence of this article, would conflict with the Terms and Conditions. However, the provisions that would be applicable by virtue of mandatory legal rules to which the Customer is subject (such as, for example, public procurement rules) prevail over the provisions of the Terms and Conditions.

3. Service

‍3.1. The Company undertakes to use its best efforts corresponding at least to what the Customer is entitled to expect from a professional in the field to provide the Service with quality and speed.

3.2. If the Company offers the hosting of the data on the Software, the Company excludes any guarantee regarding the level of availability, backup and restoration of such data.

4. Intellectual Property

‍4.1. Throughout the term of the Agreement, the Company grants to the Customer, in exchange for the payment of the price, a non-exclusive, non-transferable and non-licensable worldwide license to use the Software and limited to the functionalities to which the Customer has subscribed, subject to payment in full of the price by the Customer and subject to compliance by the Customer with its obligations under the Agreement.

4.2. The Customer refrains from:modifying, reproducing, copying, borrowing and distributing all or part of the Software outside the normal use of the Software's functionalities to which the Customer has subscribed;creating derivative works based in whole or in part on the elements present in the Software outside the normal use of the Software's functionalities to which the Customer has subscribed;reversing the design or assembly or in any other way attempting to find the source code of all or part of the Software;sub-licensing or transferring in any way any rights relating to the Software.

4.3. The Customer acknowledges that all elements made available by the Company to the Customer (e.g. texts, images, photos, logos, databases, the functionalities and interface of the Website and the Software, etc.) may be protected by one or more intellectual property rights (including copyright, trademark rights and rights related to the production of databases) of which the Company is the holder. The Customer must refrain from using or reproducing these elements and deleting or adapting any references to associated intellectual property rights.

4.4. The Company guarantees the Customer that it has all intellectual property rights relating to the Software. The Company will defend and pay Customer, its employees, directors and officers (the “Customer Indemnified Parties”) from and against any and all amounts finally awarded by a court (collectively, “Losses”) against any Customer Indemnified Party as a result of any claim brought by a third party (“Third Party Claim”) against a Customer Indemnified Party alleging that the use of the Services in accordance with the terms and conditions of this agreement infringes any patent, copyright, trademark or trade secret right of such third party (an “Infringement Claim”). Without limiting the foregoing, in the event that any portion of the Services is likely to, in the Company’s sole opinion, or does become the subject of an Infringement Claim, The Company may, at its option and expense: (i) procure for Customer the right to continue using the allegedly infringing item, (ii) substitute a functionally equivalent non-infringing replacement for such item, (iii) modify such item to make it non-infringing and functionally equivalent.

5. Pricing

‍5.1. In exchange for the use of the Service, the Customer pays the Company the price set out in the offer accepted by the Client. The price must, unless otherwise specified, be considered as expressed in dollar (USD) and exclusive of value added tax (VAT).

5.2. The price is set, as the case may be, on a fixed basis, on a periodic basis (annually, monthly, etc.) or on a per-use basis. The price may, where applicable, detail other costs related to the use of the Service (such as, for example,, installation costs, migration costs, support and maintenance costs, etc.).

5.3. The Company reserves the right to change the price of the Service at any time and must inform the Customer in writing. Unless otherwise indicated in the information provided to the Customer, the new price shall take effect on the first day of the second month following the date of communication of the price change. The Customer may object to the application of the new price by sending a written notice to the Company, which has the effect of terminating the Agreement as of the date on which the price change takes effect.

6. Payment and invoicing

‍6.1. The Company issues an invoice and communicates the invoice to the Customer. The Customer must pay the elements of the invoice immediately and at the latest before the due date (which is set to thirty (30) days after the date of issue, unless otherwise specified on the invoice).

7. Liability

‍7.1. To the extent permitted by applicable law:
- the Company does not incur any other warranty or liability than those expressly set forth in the Terms and Conditions
- the Company may only be held liable to the Customer for its wilful misconduct, serious misconduct or that of its employees or, except in cases of force majeure, for any failure to fulfill any obligations set out the Agreement
- if the Company were to be held liable, the Company would only be liable for direct damages and may not be held liable for indirect damages suffered by the Customer, its representatives or other persons concerned, occurring in the context of the execution of the Agreement including e.g. loss of income, loss of profits, loss of customers, loss of turnover, loss of reputation or loss of future revenues, whether or not the Company has been informed of the possibility of the occurrence of such damages
- if the Company were to be held liable, the total liability of the Company to the Customer under the Agreement may not exceed 1 000 000 dollars. Notwithstanding the foregoing, the Company's liability shall not be capped for damages relating to intellectual property, personal data, confidentiality and security.

8. Duration and end

‍8.1. The Agreement is entered into at the time of acceptance of the offer by the Customer and for an indefinite period of time.

8.2. Either party may terminate the Agreement by giving unambiguous notice to the other party of its intention to terminate the Agreement. The Agreement will automatically terminate at the end of a period of one (1) month from the date of the sending of the notice.

8.3. To the extent permitted by applicable law, the Company will not refund to the Customer any amount paid by the Customer at the end of the Agreement (regardless of the cause of the end of the Agreement).

9. Modifications

‍9.1. The Company reserves the right to modify at any time all or part of the provisions of the Terms and Conditions. The Company must inform the Customer by making available to the Customer the new version of the text of the Terms and Conditions. Unless otherwise indicated in the information provided to the Customer, the provisions of the new version of the Terms and Conditions will apply to the contractual relationship between the Company and the Customer on the first day of the second month following the date of the sending of the information. If the Customer objects to the application of the provisions of the new version of the Terms and Conditions, the Agreement will automatically terminate on the first day of the second month following the date of the sending of the information (it being understood that the penultimate version of the Terms and Conditions will continue to apply to the contractual relationship between the Customer and the Company until the end date of the Agreement).

10. Communications

‍10.1. The parties are validly informed or notified in writing of the actions set out in the Agreement (e.g. receipt of an invoice, receipt of notice of termination of the Agreement, etc.) by email to the email address of the contact person set out in the last invoice issued by the Company, or in the absence of that, to the email address of the contact person set out in the offer, or in the absence of that, to an email address through which a party (or one of its representatives) has interacted in the context of the execution of the Agreement.

10.2. To the extent necessary, the Customer acknowledges that the Company's invoice must be considered to have been sent to the Customer when it is communicated by email to the Customer's contact person.

11. Confidentiality

‍11.1. “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, or otherwise accessed by the Receiving Party, that is either marked or designated as confidential at the time of disclosure to the Receiving Party, or that a reasonable person should consider confidential or proprietary given the nature of the information and the circumstances under which it is disclosed. Notwithstanding the foregoing, Confidential Information shall not include any information that the Receiving Party can show:
- (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party;
- (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party;
- (iii) was independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party (excluding patentable subject matter which is not subject to this exclusion); or
- (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

11.2. (a) Confidentiality. During the term of this Agreement and for a period of three (3) years thereafter, each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of a like kind (which in no event shall be less than a reasonable degree of care); provided that a Receiving Party may disclose Confidential Information of the Disclosing Party with Disclosing Party’s consent or to its Affiliates, officers, directors, employees, subcontractors, agents or prospective financing sources or acquirers who need to know such information in connection with this Agreement and who are bound by written agreements requiring the protection of such Confidential Information that are at least as protective of the Confidential Information as the terms of this Agreement. Each Party also agrees not to use any Confidential Information of the other Party for any purpose other than for the purposes of performing its obligations and/or exercising its rights under this Agreement, in each case consistent with the terms and conditions hereof. This article shall supersede any prior non-disclosure agreement by and between Customer and the Company.

11.3. (b) Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

11.4. (c) Return of Confidential Information. At any time upon the request of the Disclosing Party, the Receiving Party will destroy all Confidential Information of the Disclosing Party, including all copies thereof and notes and other materials incorporating such Confidential Information, whether in physical or electronic form; provided, however, the Receiving Party shall not be required to return or destroy electronic copies that are automatically stored in accordance with Receiving Party’s generally applicable backup

12. Annexes

‍12.1. The following annexes apply to the Agreement:;data processing;any other annex attached to the offer.

12.2. The Customer may at any time consult the provisions contained in all versions (current and former) of the Terms and Conditions on the Company's website, Cycle App Inc., a Delaware corporation having its registered office at 490 Post Street, Suite 640, San Francisco, CA 94102, United States, guarantees the identical reproduction of the information recorded in the various versions of the Terms and Conditions on the dates indicated under the title of these versions and as published on the Company's legal portal.