Terms of Use

These Terms of Use (“Agreement”) govern access to and use of Cyvidia’s contract review and questionnaire automation platform, related websites/apps, APIs, and integrations (collectively, the “Services”). This Agreement is between Cyvidia, Inc. (“Cyvidia,” “we,” “us”) and the customer entity accepting this Agreement (“Customer,” “you”).

By clicking “I agree,” signing an Order Form, or otherwise using the Services, you agree to this Agreement on behalf of Customer and represent you have authority to bind Customer.

1. Definitions

• “Authorized Users”: individuals Customer permits to use the Services.
• “Customer Data”: content submitted to the Services by or on behalf of Customer (contracts, documents, questionnaire content/responses, and metadata).
• “Order Form”: an ordering document (including a quote/SOW/order) that references this Agreement and states plan, term, fees, and scope.

2. Subscription Term; Order Forms; Onboarding

2.1 Order Forms. Paid use requires an Order Form. Each Order Form incorporates this Agreement. If there’s a conflict, the Order Form controls only for the conflicting commercial terms.

2.2 Annual term; renewal. Unless otherwise stated, subscriptions are annual. Subscriptions renew for successive annual terms unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

2.3 Onboarding / implementation. Customer may need onboarding (configuration, tenant/admin setup, integrations, templates, training) before full production use. Any onboarding/professional services fees, scope, and timelines will be in an Order Form or SOW.

3. Free Trial

3.1 Trial. If Customer is granted a free trial (“Trial”), it is limited to the period and scope described at signup or in writing.

3.2 Trial is as-is. Trials are provided as-is, may have feature/usage limits, and may be suspended/ended for abuse or risk.

3.3 Conversion. After Trial, continued use requires a paid subscription under an Order Form. Cyvidia will not invoice Customer for a subscription unless Customer has executed (or otherwise validly accepted) an Order Form.

4. Fees, Invoicing, Payment, and Taxes

4.1 Fees and invoicing. Fees are as stated in the Order Form and are typically invoiced annually in advance.

4.2 Payment terms. Invoices are due Net 30 days from invoice date unless the Order Form states otherwise. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum allowed by law.

4.3 No offsets. Payments are made without setoff or deduction except as required by law.

4.4 Taxes. Fees exclude taxes. Customer is responsible for applicable sales/use/VAT/GST and similar taxes (excluding taxes based on Cyvidia’s net income). If Customer claims exemption, Customer must provide valid documentation.

4.5 Refunds. Except as required by law or expressly stated in the Order Form, fees are non-refundable.

5. License; Authorized Users; Customer Responsibilities

5.1 License. During the subscription term, Cyvidia grants Customer a limited, non-exclusive, non-transferable right to access and use the Services for Customer’s internal business purposes.

5.2 Authorized Users. Customer is responsible for Authorized Users and their compliance.

5.3 Customer responsibilities. Customer will ensure it has all rights and lawful basis to submit Customer Data and to send questionnaires/requests, and will comply with applicable laws (including privacy and anti-spam laws).

6. Acceptable Use

Customer will not (and will not allow others to) violate law/rights, upload malware, probe or disrupt the Services, reverse engineer (except where prohibited), scrape/circumvent limits, or use the Services to build/train a competing product using the Services except as permitted by law.

7. Customer Data; Privacy; Data Protection

7.1 Customer Data license. Customer grants Cyvidia a license to host, copy, process, transmit, and display Customer Data only as necessary to provide, secure, support, and maintain the Services and comply with law.

7.2 Privacy Policy. Cyvidia’s controller processing (website, account, billing contacts, product telemetry) is described in our Privacy Policy.

7.3 DPA. If Cyvidia processes personal data in Customer Data as a processor, the parties will enter into Cyvidia’s DPA (available upon request or provided during procurement). If there’s a conflict on data-processing topics, the DPA controls.

8. AI-Assisted Features; Important Disclaimers

8.1 Not legal advice. Outputs (summaries, risk flags, suggestions, questionnaire drafts) are informational only. Cyvidia is not a law firm and does not provide legal advice.

8.2 Accuracy. Outputs may be inaccurate/incomplete. Customer is responsible for review and decisions.

9. Confidentiality

Each party will protect the other’s Confidential Information with reasonable care and use it only to perform under this Agreement, subject to standard exceptions (public, independently developed, lawfully received).

10. Security

Cyvidia maintains safeguards designed to protect Customer Data. No system is perfectly secure; residual risk exists.

11. Integrations and Third-Party Services

Third-party services are governed by their own terms. If Customer uses the Services via Microsoft Teams, Customer is responsible for required tenant/admin permissions, and content sent to the Cyvidia app/agent may be processed by Cyvidia to provide the Services.

12. Intellectual Property

Customer retains ownership of Customer Data. Cyvidia retains ownership of the Services and related IP. Feedback may be used by Cyvidia without restriction.

13. Suspension; Termination

Cyvidia may suspend for breach, security risk, legal requirement, or non-payment. Either party may terminate for material breach not cured within 30 days after written notice (or immediately if not curable). Upon termination, access ends; payment obligations accrued remain due.

14. Disclaimers

EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND CYVIDIA DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

15. Limitation of Liability

NEITHER PARTY IS LIABLE FOR INDIRECT/CONSEQUENTIAL DAMAGES. EACH PARTY’S TOTAL LIABILITY WILL NOT EXCEED FEES PAID OR PAYABLE UNDER THE APPLICABLE ORDER FORM IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

16. Indemnification

Customer indemnifies Cyvidia for claims arising from Customer Data or Customer’s unlawful use. Cyvidia indemnifies Customer for third-party claims that the Services infringe U.S. IP rights, subject to standard exclusions and defense/control requirements.

17. Governing Law; Venue

Delaware law governs (excluding conflicts rules). Exclusive venue: state or federal courts located in Delaware.

18. Contact

Cyvidia, Inc.
Email: info@cyvidia.com
Address: 1440 W. Taylor St. Chicago, IL 60607, USA