Terms of Service

Last updated March 25, 2023

Syde Labs Inc. (collectively, “SLI,” “we,” “us,” “our”) is a platform that provides multiple ways to protect your AI systems. This includes modules to scan for vulnerabilities in your system, provide run time security protections to your system and ensure a safe and secure environment for your users (“Services”).

Please read these Terms of Service (the “Terms”) and our Privacy Policy (“Privacy Policy”) carefully because they govern your use of the web portal at sydelabs.ai (“the Site”) and other portals (collectively, the “Platform”) operated by us and our affiliates.

IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND SLI THROUGH BINDING, INDIVIDUAL ARBITRATION, RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 26 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.

Your Agreement and Acceptance of These Terms

By accessing the Platform, using the Services in any way, clicking “I accept”, or registering for an account, you: (a) acknowledge that you have read these terms and all obligations and rules that may be included within each competition in which you participate in their entirety; (b) agree to be bound by the terms; and (c) are authorized and able to accept these terms. If you don’t agree to be bound by these terms, you shall not use the Platform or the Services. Each time you access the Platform and/or use the Services, you agree to be bound by and comply with these terms, as updated from time to time, and any Additional Terms (defined below) that we may notify from time to time.

All references to “you” or “your,” as applicable, mean the person who accesses or uses the Site in any manner, and each of your heirs, assigns, and successors. If you use the Site on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that entity to these Terms, your acceptance of the Terms will be deemed an acceptance by that entity, and “you” and “your” herein shall refer to that entity.

Eligibility

To access the Services offered on the Site, you agree that you are at least 18 years old and can form legally-binding contracts under applicable law.

Additional Terms and Rules

In some instances, both these Terms and separate guidelines, rules, or terms of service, setting forth additional or different terms and/or conditions will apply to your use of the Services (in each such instance, and collectively, “Additional Terms”). For example, in addition to these Terms, for any specific service/ product/ feature we may offer as part of the Services, a description of how pricing will work). Such Additional Terms will be posted in the Services as part of the order form / purchase order. The Additional Terms are incorporated into these Terms by this reference.

Changes to these Terms or the Services

We may update the Terms from time to time at our sole discretion. If we do, we will let you know by posting the updated Terms on the Site, to the Platform and/or may also send other communications via e-mail or as in-app/ dashboard notifications. It is important that you review the Terms whenever we update them. If you continue to use the Services after we have posted updated Terms it shall mean that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

Your Obligations and Prohibited Actions

To the extent that you provide personal information to Us, you agree that it will be true, accurate, current, and complete and that you will update all personal information as necessary. Please see our Privacy Policy for more information on how we collect, use and share that information. While using the Site you agree to comply with all applicable laws, rules, and regulations. You further agree that you will not:

Upload or transmit through this Site or the Platform any computer viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer.
Modify, tamper or change any information without authorization, or interfere with the availability of or access to the Site or the Platform or any of our Services.
Impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Services; or express or imply that we endorse any statement you make.
Use any robot, spambot, spider, crawler, scraper or other automated means or interface not provided by us to access the Site or the Platform or any of the Services or to extract data.
Bypass any security or other features of the Site or the Platform or any of the Services designed to control the manner in which the Site or the Platform or any of the Services are used, harvest or mine content from the Site or the Platform or any of the Services, or otherwise access or use the Site or the Platform or any of the Services in a manner inconsistent with individual human use.
Access, tamper with, or use non-public areas of the Site or the Platform or any of the Services, ours and / or our hosting companies) computer systems and infrastructure, or our technical delivery systems.

Communications

We may send you emails concerning our Site or the Platform or any of the Services, as well as those of third parties. You may opt-out of promotional emails by following the unsubscribe instructions in a promotional email.

Ownership of the Site, associated Services and Platform content

The Site, including any content that forms part of the Site, contains proprietary content, information and material that is protected by applicable intellectual property and other laws, including copyright. All content and related intellectual property rights are SLI’s sole and exclusive property or that of our licensor(s). Except as otherwise provided herein, no content may be used, copied, reproduced, distributed, republished, downloaded, modified, displayed, posted or transmitted in any form or by any means without our express prior written permission. All rights not expressly granted by us in these Terms are expressly reserved. You agree that:

You will not violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right, or otherwise engage in the unauthorized use of any proprietary content, information or materials.
You will not aAlter, modify, create derivative works of, sell, license or in any way exploit any part of the Site or the Platform or any of our Services unless expressly permitted by Us.
You will not copy, reproduce, distribute, publish, display, perform, transmit, stream, broadcast, use, display, mirror, frame or utilize framing techniques to enclose the Site / Platform / Services or any portion thereof, unless and solely to the extent made available by us.
Any feedback, comments, questions, or suggestions (collectively, “Feedback”) you may provide regarding the Site or our services is entirely voluntary and we will be free to use such feedback, comments or suggestions without any obligation to you. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback; (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development; (iii) grant us an irrevocable, non- exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute, and sublicense the Feedback; and (iv) irrevocably waive, and cause to be waived, against SLI and its users any claims and assertions of any moral rights contained in such Feedback. These provisions regarding Feedback shall survive any termination of these Terms or the Site.

Disclaimers

WE ARE NOT RESPONSIBLE FOR AND CANNOT GUARANTEE THE ACCURACY OR TIMELINESS OF ANY CONFIGURATION OR RECOMMENDATION ADVICE THAT YOU RECEIVE FROM THE US. WHILE THE SERVICES ARE INTENDED TO PROVIDE REMEDIATION GUIDANCE AND RECOMMENDATIONS TO OUR CUSTOMERS, IT IS UP TO YOUR BUSINESS AND EMPLOYEES TO IMPLEMENT OR DISREGARD ANY SUGGESTED CHANGES.

Indemnity

You will indemnify and hold SLI and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the SLI Site or Platform or Services; (b) your self-generated content; (c) your violation of these Terms, (d) your violation of Applicable Law; and/or (iv) your negligence or misconduct.

Limitation of Liability.

YOUR USE OF THE SITE IS AT YOUR OWN RISK. WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN THE CONTENT AVAILABLE ON THE SITE OR FOR DAMAGES ARISING FROM THE USE OR PERFORMANCE OF THIS SITE. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL WE AND/OR OUR LICENSORS BE LIABLE TO ANYONE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, REPUTATION, USE OR OTHER ECONOMIC ADVANTAGE) EVEN IF WE AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL SLI’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID FOR AVAILING OF THE SERVICES FORMING THE SUBJECT MATTER OF THE GRIEVANCE OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS LOWER.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SLI AND YOU.

Governing Law and Forum Choice

These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 12 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and SLI are not required to arbitrate will be the state and federal courts located in Delaware, and you and SLI each waive any objection to jurisdiction and venue in such courts.

Claims or Disputes Resolution

To the extent permitted by applicable law, any claims or disputes in respect of or relating to the Services shall be filed within a period of one year from the date of the occurrence of the cause of action (in the manner agreed to in these Terms). If a claim or dispute isn’t filed within one year, it is permanently barred.

Equitable Relief. You agree that we would be irreparably damaged if these Terms were not specifically enforced. Therefore, in addition to any other remedy we may have at law, and notwithstanding our agreement to arbitrate Disputes, we are entitled without bond, other security, or proof of damages, to seek appropriate equitable remedies/
Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and SLI agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and SLI are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
Exceptions. As limited exceptions to Section 26(c) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
Conducting Arbitration and Arbitration Rules.

The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
Injunctive and Declaratory Relief. Except as provided in Section 26(d) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or 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. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

Class Action Waiver. YOU AND SLI 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 PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
Severability. With the exception of any of the provisions in Section 26(h) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

General Terms

Reservation of Rights. SLI and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
Notices. Any notices or other communications provided by SLI under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
Third-Party Links and Services. The Site/ Platform/ Services may provide information and content provided by third parties and links to third-party websites or resources. We are not responsible for the availability of such external sites or resources, and do not control, endorse, or sponsor and are not responsible or liable for (i) any content, advertising, products, or other materials on or available from such sites or resources, (ii) any errors or omissions in these websites or resources, or (iii) any information handling practices or other business practices of the operators of such sites or resources. You further acknowledge and agree that SLI shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any linked sites or resources. Your interactions with such third parties will be governed by the third parties’ own terms of service and privacy policies, and any other similar terms.
Modification and Discontinuation of the Site/ Platform/ Services. We reserve the right at any time to modify, edit, delete, suspend or discontinue, temporarily or permanently, this Site/ Platform/ Services (or any portion thereof) and/or the information, materials, products and/or services available through this Site (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third party in such an event.
Assignment. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms in whole or in part at any time to any entity without your notice or consent. Any purported assignment by you in violation of this section shall be void.
Waiver, Severability, and Entire Agreement.,cOur failure at any time to require performance of any provision of these Terms or to exercise any right provided for herein will not be deemed a waiver of such provision or such right. All waivers must be in writing. Unless the written waiver contains an express statement to the contrary, no waiver by us of any breach of any provision of these Terms or of any right provided for herein will be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right herein.
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.These Terms (together with our Privacy Policy, Additional Terms, and any other legal documents, policies, terms, or agreements governing the Site/ Platform/ Services) comprise the entire agreement between you and SLI with regard to the Site/ Platform/ Services and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained in these Terms.