Terms of Service

1.1 Binding contract. By clicking “Sign up,” “I agree,” “Start free trial,” or a substantially similar control, by creating a workspace, or by accessing or using the Service in any way, you agree to be bound by this Agreement. If you do not agree, you must not access or use the Service. This is a clickwrap agreement; acceptance occurs at the moment of the affirmative action described above and is recorded with the associated account, timestamp, and IP address in our audit logs.

1.2 Authority to bind. The individual accepting this Agreement represents and warrants that they are at least 18 years old and have the legal authority to bind the Customer to this Agreement. If you accept on behalf of an organization, “you” and “Customer” refer to that organization, and you bind that organization to these Terms. If you lack such authority, do not accept this Agreement or use the Service.

1.3 B2B service only. The Service is offered exclusively for business and commercial use by used-goods resellers and similar operators. It is not directed to, and may not be used by, consumers acting for personal, family, or household purposes, nor by anyone under 18.

1.4 Who may use. Only the Customer and its Authorized Users (defined in Section 2) may access the workspace. The Customer is responsible for all use of the Service under its account, whether by Authorized Users or by anyone using their credentials (see Section 4).

1.5 Order of acceptance and updates. Each time you access the Service after a change to these Terms made in accordance with Section 16, your continued use constitutes acceptance of the then-current Terms.

Capitalized terms have the meanings given where first defined, and the following:

• “Service” means the CycleForge visual operations platform — a node-graph workflow system for used-goods resellers covering receiving, testing/grading, inventory, multi-channel listing and fulfillment, and returns/warranty — together with its real-time dashboards, scan-first operator tools, Stations (defined below), APIs, mobile/web clients, and Documentation, as made available by CycleForge from time to time at cycleforge.ai.
• “Stations” means the composable, configurable operator surfaces within the Service (e.g., receiving, testing, packing, shipping) through which Authorized Users perform scan-driven work that the node-graph workflow routes items through.
• “Customer” has the meaning in the preamble: the reseller business that subscribes.
• “Authorized Users” means the Customer’s staff, operators, contractors, or agents whom the Customer permits to access its workspace, authenticated by PIN, passkey, single sign-on (SSO), or email magic-link. Each Authorized User acts for and on behalf of the Customer.
• “Workspace” means a single tenant environment (one organization) provisioned for the Customer, identified by an organization name and slug, and subject to hard per-tenant isolation as described in Section 4 and the DPA.
• “Account Data” means data CycleForge processes as a controller to operate the Service: organization name and slug; Authorized User names and emails; hashed PINs and passkey credentials; roles and permissions; sessions and device records; billing contact; plan; and audit logs.
• “Customer Data” means the reseller’s business records that CycleForge processes as a processor on the Customer’s behalf, including: inventory records (SKUs, serial numbers, conditions, locations, quantities, photos); purchase orders and supplier data; sales orders and line items; end-customer / buyer personal data (names, shipping addresses, emails, phone numbers) imported from connected marketplaces or recorded from walk-in sales; tracking numbers; returns and warranty records; and support-ticket content.
• “Usage Data” means analytics, performance and error logs, scan events, and IP / device / user-agent data that CycleForge processes as a controller for security, rate-limiting, product improvement, and operating the Service.
• “Documentation” means CycleForge’s then-current published user guides, help content, and technical specifications for the Service.
• “Order” or “Subscription” means the self-serve subscription the Customer activates at signup, describing the plan ($50 per month per Workspace), trial, billing cadence, and quantity of Workspaces.
• “Confidential Information” has the meaning in Section 10.
• “Integration Partner” means a third-party service the Customer connects to its Workspace using the Customer’s own credentials — including Amazon Selling Partner API (SP-API), eBay, Ecwid, Square, Zoho (Inventory), Google (Sheets / Gmail / Photos), Zendesk, the shipping carriers UPS, FedEx, and USPS (tracking), and the Customer’s Stripe account for billing. Integration Partners are the Customer’s relationships, not CycleForge sub-processors. See Section 6.
• “Sub-processor” means a third party CycleForge engages to process data in order to provide the Service (e.g., hosting, database, email). The current Sub-processors are listed in the Privacy Policy and the DPA.

3.1 License grant. Subject to this Agreement and timely payment of fees, CycleForgegrants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service and Documentation during the subscription term, solely for the Customer’s internal business operations and only through Authorized Users.

3.2 What’s included. The subscription provides access to the Service’s then-current production features, including the node-graph workflow engine, configurable Stations, scan-first operator tooling, real-time dashboards and scan bridges, audit-logged and append-only event ledgers, role-based access control, and the data import/export functions described in the Documentation. The Service is provided on a subscription (software-as-a-service) basis; no software is sold, and no copy is delivered for installation.

3.3 Node-graph workflow. The Service models the Customer’s operations as a node-graph: items flow through configurable nodes (intake, inspection, grading, repair, listing, fulfillment, returns) and Stations. The Customer is solely responsible for configuring its workflow graph, condition-grading criteria, and Station setup to match its business and legal obligations. CycleForge provides the engine and templates but does not warrant that any particular configuration is appropriate for the Customer’s goods, channels, or jurisdiction.

3.4 Planned vs. live features. The Service evolves continuously. Some features may be described as planned, in development, in preview, “beta,” or roadmap items. Such descriptions are not commitments. Only features actually made available in the Customer’s production Workspace are licensed under Section 3.1, and CycleForge has no obligation to develop or release any planned feature. Beta features are governed by Section 11.5.

3.5 Reservation. All rights not expressly granted in this Section 3 are reserved by CycleForge. The license terminates automatically on expiration or termination of the Subscription (see Section 14).

4.1 Credentials and authentication. Authorized Users access the Workspace using one or more of: a PIN, a passkey, SSO, or an email magic-link. PINs are stored only as salted hashes (never in plaintext); passkey credentials are stored as public-key references. The Customer is responsible for configuring which authentication methods it permits and for the strength and confidentiality of any shared device or PIN it issues to operators.

4.2 Responsibility for Authorized Users. The Customer is responsible for: (a) all activity occurring under its Workspace and its Authorized Users’ credentials; (b) ensuring each Authorized User complies with this Agreement; (c) assigning appropriate roles and permissions via the Service’s role-based access control; and (d) promptly deactivating Authorized Users who should no longer have access. Acts and omissions of Authorized Users are deemed acts and omissions of the Customer.

4.3 Tenant isolation. Each Workspace is isolated from every other tenant by PostgreSQL Row-Level Security (RLS) enforced under a non-bypass database role, by per-tenant realtime channel isolation, and by the security measures in Section 4.5 and the DPA. The Customer must not attempt to access, and must instruct its Authorized Users not to attempt to access, data belonging to any other tenant (see Section 5).

4.4 Notify on compromise. The Customer must notify CycleForge promptly at security@cycleforge.ai upon becoming aware of any actual or suspected unauthorized access to, compromise of, or misuse of its Workspace, credentials, or Customer Data. CycleForge’s reciprocal breach-notification obligations to the Customer are set out in the DPA.

4.5 Security measures. CycleForge maintains technical and organizational measures designed to protect the Service and Customer Data, including: TLS 1.2 or higher for data in transit; encryption at rest for the primary database (Neon); integration credentials and secrets encrypted with AES-256-GCM in an application secret vault keyed by a KMS key; PostgreSQL Row-Level Security for hard per-tenant isolation under a non-bypass database role; role-based access control (RBAC) and a permission registry; full audit logging; rate-limiting; least-privilege access; hashed PINs; an idempotent, append-only event ledger; and per-tenant realtime channel isolation. These measures are described further in the DPA. CycleForge does not claim any third-party certification (such as SOC 2, ISO 27001, or HIPAA compliance) and makes no representation that it holds any such certification.

The Customer agrees, and will ensure each Authorized User agrees, not to:

• (a) Unlawful or infringing use — use the Service in violation of any applicable law or regulation, or to store, list, sell, or distribute goods or content that is illegal, stolen, counterfeit, infringing, or that violates the rights of any third party.
• (b) Reselling the Service — resell, sublicense, rent, lease, time-share, or operate the Service as a service bureau for, or otherwise make it available to, any third party that is not an Authorized User of the Customer.
• (c) Scraping or reverse engineering — scrape, crawl, harvest, decompile, disassemble, or reverse engineer the Service, or attempt to derive source code, underlying ideas, or the structure of the node-graph engine, except to the limited extent such restriction is prohibited by applicable law.
• (d) Overloading or interference — overload, flood, or otherwise impair the integrity or performance of the Service or its infrastructure; circumvent rate limits; or introduce malware, harmful code, or automated abuse.
• (e) Circumventing tenant isolation — attempt to access, probe, or interfere with another tenant’s Workspace or data, the RLS isolation, realtime channels, or any security or authentication mechanism; or attempt to access non-public areas of the Service or its Sub-processors.
• (f) Marketplace and partner policy compliance — use the Service in any manner that violates the policies of an Integration Partner, including Amazon’s Acceptable Use Policy and Data Protection Policy, eBay’s policies, and any carrier or payment-processor terms. The Customer is solely responsible for its compliance with those policies, including the restriction that Amazon merchant-fulfilled-order buyer personal data is used only to fulfill and ship orders.
• (g) Prohibited data — upload or process data the Service is not intended to handle, including the special and prohibited categories described in Section 8.5.

CycleForge may investigate suspected violations and may suspend or terminate access as described in Section 14. The Customer must report suspected vulnerabilities or abuse to security@cycleforge.ai.

6.1 Customer-connected Integration Partners. The Service lets the Customer connect its own accounts with Integration Partners — Amazon SP-API, eBay, Ecwid, Square, Zoho (Inventory), Google (Sheets / Gmail / Photos), Zendesk, the carriers UPS, FedEx, and USPS, and the Customer’s Stripe account — using the Customer’s own credentials. Data flows to and from those partners at the Customer’s direction. These are the Customer’s own relationships with those partners, not CycleForge Sub-processors.

6.2 Partner terms govern. The Customer’s use of each Integration Partner is governed by that partner’s own terms, policies, and privacy practices, directly between the Customer and the partner. The Customer is responsible for maintaining its accounts and credentials in good standing and for complying with each partner’s requirements. For Amazon merchant-fulfilled orders, buyer personal information is accessed by the Service only via the Amazon Restricted Data Token (RDT) and only to ship the order; the Service does not request FBA buyer personal information.

6.3 No CycleForge responsibility for partners. CycleForge does not control, and is not responsible or liable for, the availability, accuracy, security, changes, deprecations, rate limits, or discontinuation of any Integration Partner or its APIs. If a partner changes or removes functionality, the corresponding Service features may change or stop working, and that is not a breach of this Agreement by CycleForge.

6.4 Customer-controlled infrastructure. Certain functionality relies on infrastructure the Customer owns and controls and that CycleForge does not host or access, specifically: (a) the Customer’s own network-attached storage (NAS) device (e.g., Synology or UGREEN) used for direct browser-to-NAS photo storage over WebDAV; and (b) the Customer’s own local Ollama large-language-model server reached through the Customer’s own Cloudflare tunnel for optional on-prem AI. This infrastructure is not a CycleForge Sub-processor. The Customer is solely responsible for its security, availability, backups, and lawful operation, and CycleForgehas no liability for data stored on or processed by it.

6.5 Sub-processors. Sub-processors that CycleForge itself engages to operate the Service (e.g., hosting, database, realtime, email, billing, storage, analytics) are listed and governed in the Privacy Policy and the DPA, not in this Section 6.

7.1 Plan and fees. The Service is offered at $50 per month per Workspace (the “Fees”), or such other price stated at signup or in an applicable Order. Fees are charged in advance for each billing period. Billing and payment are processed by Stripe; CycleForge never stores full card numbers.

7.2 Free trial. New Workspaces may be offered a 14-day free trial. Unless the Customer cancels before the trial ends, the Subscription automatically converts to a paid Subscription and the Customer’s payment method is charged the then-current Fees. Trials are provided “as is” without any service warranty (Section 11). CycleForge may modify or discontinue trial offers at any time.

7.3 Auto-renewal. Subscriptions renew automatically for successive periods of the same length until cancelled. By subscribing, the Customer authorizes CycleForge (through Stripe) to charge the applicable payment method on each renewal until the Customer cancels in accordance with Section 7.7.

7.4 Price changes. CycleForge may change the Fees on at least 30 days’ prior notice (by email to the billing contact or in-product notice). A price change takes effect on the next renewal after the notice period. Continued use after the change takes effect constitutes acceptance; if the Customer does not agree, it may cancel before the change takes effect.

7.5 Taxes. Fees are exclusive of taxes. The Customer is responsible for all sales, use, value-added, GST, and similar taxes and duties (excluding taxes on CycleForge’s net income). If CycleForge is required to collect such taxes, they will be added to the Customer’s charges.

7.6 No refunds. Except where a refund is required by applicable law, all Fees are non-refundable, and there are no refunds or credits for partial periods, unused Workspaces, downgrades, or features not used. This does not limit any non-waivable statutory rights the Customer may have.

7.7 Downgrade, cancellation & effect. The Customer may cancel or downgrade at any time through the Service or by contacting hi@cycleforge.ai. Cancellation stops the next auto-renewal; access continues until the end of the then-current paid period, after which the Subscription ends and the data-export and deletion process in Sections 14 and 15 applies. Downgrades take effect at the next renewal and may reduce available features or Workspaces.

7.8 Suspension for non-payment. If a charge fails or Fees are overdue, CycleForge may, after reasonable notice, suspend the Workspace until payment is made and may ultimately terminate for cause under Section 14. Suspension for non-payment does not relieve the Customer of its obligation to pay accrued Fees.

8.1 Ownership. As between the parties, the Customer owns and retains all right, title, and interest in and to the Customer Data. This Agreement grants CycleForge no ownership of Customer Data.

8.2 License to operate the Service. The Customer grants CycleForge a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, process, and otherwise use Customer Data solely to provide, secure, maintain, and improve the Service for the Customer, to prevent or address technical or security issues, and as otherwise described in the Privacy Policy and the DPA. With respect to Customer Data that constitutes personal data, CycleForge acts as the Customer’s processor, and the DPA governs.

8.3 Lawful basis and end-customer data. The Customer represents and warrants that it has all rights, consents, permissions, and lawful bases necessary to provide the Customer Data to the Service and to have it processed as described, including for end-customer / buyer personal data imported from marketplaces or recorded from walk-in sales. The Customer is the controller of such personal data and is responsible for providing privacy notices to, and honoring the rights of, its end-customers and other data subjects.

8.4 Accuracy and backups. The Customer is responsible for the accuracy, quality, and legality of Customer Data and for the means by which it acquired it. While CycleForge maintains the database and event ledger described in Section 4.5, the Customer is responsible for maintaining its own backups and exports of Customer Data appropriate to its risk tolerance, including via the export functions described in the Documentation. CycleForge’s data-retention and deletion practices are set out in the Privacy Policy and DPA.

8.5 Prohibited data. The Customer must not upload or process through the Service: government-issued identifiers beyond what is operationally necessary; payment card numbers or full financial-account credentials (card handling occurs through Stripe); protected health information subject to HIPAA; biometric identifiers; or other special-category data under GDPR/UK GDPR, except as the Service is expressly designed to handle. The Service is not designed for, and must not be used to process, data requiring HIPAA, PCI-DSS cardholder-data-environment, or comparable specialized compliance regimes beyond the measures stated in this Agreement.

8.6 Aggregated and de-identified data. CycleForge may generate and use aggregated or de-identified data derived from use of the Service (data that does not identify the Customer, any Authorized User, or any data subject) to operate, analyze, and improve the Service and for benchmarking, provided such data is not used to identify the Customer or any individual.

9.1 CycleForge IP. CycleForge and its licensors own all right, title, and interest in and to the Service, including all software, the node-graph engine and Station system, designs, user interfaces, templates, Documentation, APIs, trademarks (including “CycleForge”), and all related intellectual property and derivative works. Except for the limited license in Section 3, no rights are granted to the Customer in or to the Service or CycleForge IP.

9.2 Feedback. If the Customer or any Authorized User provides suggestions, ideas, or feedback about the Service (“Feedback”), the Customer grants CycleForge a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose, without restriction or compensation. CycleForge is not obligated to use any Feedback.

9.3 No implied rights. No license or right is granted by implication, estoppel, or otherwise except as expressly stated in this Agreement.

10.1 Definition. “Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked or reasonably understood to be confidential, including the Service’s non-public features and pricing, Customer Data, security details, and business and technical information. Confidential Information excludes information that the Recipient can show is: (a) publicly available without breach; (b) already known to it without a duty of confidentiality; (c) independently developed without use of the Discloser’s Confidential Information; or (d) rightfully received from a third party without restriction.

10.2 Obligations. The Recipient will: (a) use the Discloser’s Confidential Information only to perform under this Agreement; (b) protect it with at least reasonable care; and (c) not disclose it except to its employees, contractors, and advisors who need to know it and are bound by confidentiality obligations no less protective than these.

10.3 Compelled disclosure. The Recipient may disclose Confidential Information if required by law or legal process, provided it gives reasonable prior notice (where lawful) and cooperates with reasonable efforts to limit the disclosure.

10.4 Survival. Confidentiality obligations survive termination for so long as the information remains confidential, and in the case of trade secrets, for as long as the information remains a trade secret under applicable law.

11.1 Mutual authority. Each party represents that it has the legal power and authority to enter into this Agreement.

11.2 Limited service warranty. During a paid Subscription, CycleForge warrants that the Service will perform materially in accordance with the Documentation. The Customer’s exclusive remedy, and CycleForge’s entire liability, for breach of this warranty is for CycleForge to use commercially reasonable efforts to correct the non-conformity, and if it cannot do so within a reasonable time, the Customer may terminate the affected Subscription and receive a pro-rata refund of prepaid, unused Fees for the affected period.

11.3 Exclusions. The warranty in Section 11.2 does not apply to issues caused by: (a) misuse or use not in accordance with the Documentation; (b) the Customer’s data, configuration of the workflow graph or Stations, or Authorized Users; (c) Integration Partners or Customer-controlled infrastructure (Sections 6.1–6.4); (d) free trials, beta features, or no-charge use; or (e) factors outside CycleForge’s reasonable control.

11.4 AS-IS / AS-AVAILABLE. EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 11.2, THE SERVICE AND ALL RELATED CONTENT AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CycleForge DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DATA WILL NOT BE LOST OR CORRUPTED.

11.5 Integration Partners and beta features. CycleForge makes no warranty regarding Integration Partners, their data, or their availability (Section 6). Features labeled beta, preview, or experimental are provided for evaluation only, may change or be withdrawn at any time, and are provided “as is” with no warranty, support commitment, or service-level obligation; the Customer uses them at its own risk.

12.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS, OR FOR LOSS, CORRUPTION, OR RECOVERY OF DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12.2 Aggregate cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER TO CycleForge FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

12.3 Carve-outs. The exclusions in Section 12.1 and the cap in Section 12.2 do not apply to: (a) the Customer’s payment obligations under Section 7; (b) the Customer’s breach of the Acceptable Use Policy (Section 5) or of CycleForge’s intellectual-property rights; (c) a party’s indemnification obligations under Section 13; (d) a party’s breach of its confidentiality obligations (other than relating to Customer Data, which the DPA and Section 12.2 address); or (e) liability that cannot be excluded or limited under applicable law (including, where applicable, liability for fraud, gross negligence, willful misconduct, or death or personal injury caused by negligence).

12.4 Basis of the bargain. The limitations in this Section 12 reflect the allocation of risk between the parties and are an essential basis of the bargain; the Fees would be materially higher without them.

13.1 Customer indemnity. The Customer will defend, indemnify, and hold harmless CycleForge and its officers, directors, employees, and agents from and against any third-party claim, and any resulting damages, liabilities, settlements, costs, and reasonable attorneys’ fees, arising out of or related to: (a) the Customer Data, including any claim that it infringes or misappropriates a third party’s rights or violates any law or privacy obligation; (b) the Customer’s or its Authorized Users’ use of the Service in breach of this Agreement, including the Acceptable Use Policy; (c) the Customer’s use of, or failure to comply with the terms of, any Integration Partner or Customer-controlled infrastructure; or (d) the Customer’s violation of any law applicable to its business or its end-customers.

13.2 CycleForge IP indemnity. CycleForge will defend the Customer against any third-party claim alleging that the Service, as provided by CycleForge and used in accordance with this Agreement, directly infringes that third party’s patent, copyright, or trademark, and will indemnify the Customer for damages and reasonable attorneys’ fees finally awarded against it or agreed in settlement attributable to such claim.

13.3 Exclusions from CycleForge indemnity. Section 13.2 does not apply to claims arising from: (a) Customer Data or anything the Customer supplies; (b) the Customer’s configuration, combination of the Service with non-CycleForge products, services, or data (including Integration Partners and Customer-controlled infrastructure); (c) use of the Service not in accordance with this Agreement or the Documentation; (d) beta or no-charge features; or (e) the Customer’s continued use after being notified of an alleged infringement or after a modification or replacement was made available to avoid it.

13.4 Remedies for infringement. If the Service is, or in CycleForge’s reasonable opinion may become, the subject of an infringement claim, CycleForge may, at its option and expense: (a) procure the right for the Customer to continue using the Service; (b) modify or replace it to make it non-infringing while preserving materially equivalent functionality; or (c) if neither is commercially reasonable, terminate the affected Subscription and refund prepaid, unused Fees for the terminated period. Section 13.2 and this Section 13.4 state CycleForge’s entire liability and the Customer’s exclusive remedy for any claim of intellectual-property infringement by the Service.

13.5 Process. The indemnified party must: (a) promptly notify the indemnifying party of the claim (delay excuses the indemnifying party only to the extent prejudiced); (b) give the indemnifying party sole control of the defense and settlement (provided no settlement imposing a non-monetary obligation or admission of fault on the indemnified party may be entered without its consent, not to be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying party’s expense.

14.1 Term. This Agreement begins on the Customer’s acceptance (Section 1) and continues for as long as the Customer has an active Subscription or Workspace, including any free trial. The Subscription term and its renewals are governed by Section 7.

14.2 Suspension. CycleForge may suspend the Customer’s access to the Service, in whole or in part, with notice where practicable, if: (a) the Customer fails to pay Fees when due (Section 7.8); (b) the Customer or an Authorized User violates the Acceptable Use Policy or otherwise materially breaches this Agreement; (c) the Customer’s use poses a security risk to the Service, CycleForge, other tenants, or any third party, or may subject CycleForge to liability; or (d) required by law or by a Sub-processor or Integration Partner. CycleForge will use reasonable efforts to limit a suspension to the affected use and to restore access promptly after the cause is resolved.

14.3 Termination for cause. Either party may terminate this Agreement or an affected Subscription if the other party materially breaches it and fails to cure the breach within thirty (30) days after written notice. CycleForge may terminate immediately for breaches of the Acceptable Use Policy or for security causes that cannot reasonably be cured.

14.4 Termination for convenience. The Customer may terminate (cancel) its Subscription at any time under Section 7.7. CycleForge may terminate a no-charge, trial, or beta Subscription at any time. CycleForge may terminate a paid Subscription for convenience on at least 30 days’ notice, in which case it will refund any prepaid, unused Fees for the terminated period.

14.5 Effect of termination. On expiration or termination: (a) the Customer’s and Authorized Users’ right to access the Service ends; (b) all licenses granted to the Customer terminate; (c) each party will, on request, return or destroy the other’s Confidential Information (subject to routine backup retention and legal-hold requirements); and (d) the data-export and deletion process in Section 15 applies. Termination does not relieve the Customer of its obligation to pay accrued Fees.

15.1 Export window. For a period of thirty (30) days after expiration or termination of a Subscription (the “Export Window”), CycleForge will, unless prohibited by law, make the Customer Data available for export by the Customer through the Service’s export functions or, where those are unavailable, on reasonable request to hi@cycleforge.ai. The Customer is responsible for performing its exports during the Export Window. CycleForge has no obligation to retain Customer Data after the Export Window.

15.2 Deletion. After the Export Window, CycleForge will delete or de-identify Customer Data from active production systems in accordance with its standard retention schedule, and residual copies will be purged from backups in the ordinary course, all as further described in the Privacy Policy and the DPA. Certain Account Data and Usage Data (e.g., audit logs, billing records) may be retained as required for legal, accounting, security, or legitimate-business purposes.

15.3 Precedence. Where this Section 15 and the DPA both address export or deletion of personal data, the DPA controls to the extent of any conflict (see Section 19.2).

16.1 Changes to the Service. CycleForge may modify, enhance, or discontinue features of the Service from time to time. CycleForge will not materially degrade the core functionality of a paid Subscription during a paid period without notice. Changes driven by Integration Partners or Sub-processors are addressed in Section 6.

16.2 Changes to these Terms. CycleForge may update these Terms. For material changes, CycleForge will provide reasonable advance notice by email to the billing or admin contact and/or by an in-product notice, and will update the “Last updated” date above. Changes take effect on the stated effective date. Continued use of the Service after the effective date constitutes acceptance of the updated Terms. If the Customer does not agree, its sole remedy is to stop using and cancel the Service before the change takes effect (subject to Section 7).

CycleForge may identify the Customer (by name and logo) as a customer of CycleForge on its website and in marketing materials, in a manner consistent with the Customer’s brand guidelines where provided. This permission is optional and opt-out: the Customer may decline or revoke it at any time by emailing legal@cycleforge.ai, and CycleForge will cease such use within a reasonable time. Neither party will issue a press release referencing the other without the other’s prior written consent.

18.1 Governing law. This Agreement is governed by the laws of the State of [GOVERNING-LAW STATE], USA, without regard to its conflict-of-laws rules, and excluding the U.N. Convention on Contracts for the International Sale of Goods.

18.2 Venue. Subject to Section 18.3, the parties submit to the exclusive jurisdiction of the state and federal courts located in [COUNTY / CITY, GOVERNING-LAW STATE] for any dispute not subject to arbitration.

18.3 Informal resolution then arbitration [PLACEHOLDER — confirm with counsel]. Before initiating any formal proceeding, a party will first send a written notice of dispute to the other (to legal@cycleforge.ai for CycleForge) and the parties will attempt in good faith to resolve the dispute informally within [30/60] days. [If arbitration is adopted:] any dispute not resolved informally will be finally resolved by binding arbitration administered by [ARBITRATION BODY] under its [RULES], seated in [SEAT / CITY, GOVERNING-LAW STATE], in the English language, before [one/three] arbitrator(s). Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive or equitable relief in court to protect its intellectual property or Confidential Information without first arbitrating.

18.4 Class-action waiver [PLACEHOLDER — confirm enforceability with counsel]. To the extent permitted by applicable law, disputes will be resolved only on an individual basis, and each party waives any right to participate in a class, collective, or representative action. [Counsel to confirm validity and any required opt-out mechanism in [GOVERNING-LAW STATE].]

18.5 Time to bring claims. To the extent permitted by law, any claim arising out of this Agreement must be brought within [one (1) year] after the claim accrues, or it is permanently barred.

19.1 Entire agreement. This Agreement, together with the Privacy Policy, the DPA, and any Order, is the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous understandings. No purchase-order or other Customer business-form terms apply.

19.2 Order of precedence. In the event of a conflict, the documents control in this order: (1) the DPA (for personal-data processing matters only); (2) an applicable Order; (3) these Terms; and (4) the Privacy Policy. For all matters not concerning personal-data processing, these Terms control over the DPA.

19.3 Assignment. The Customer may not assign or transfer this Agreement, in whole or in part, without CycleForge’s prior written consent, except to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, on notice to CycleForge. CycleForge may assign this Agreement to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets. Any non-permitted assignment is void.

19.4 Notices. Legal notices to CycleForge must be sent to legal@cycleforge.ai (with the operating entity at [REGISTERED ADDRESS]). Notices to the Customer may be sent to the email associated with its account or billing contact, or posted in-product. Notices are deemed given when sent (email) or posted (in-product). Operational contacts: privacy and data-subject requests — privacy@cycleforge.ai; security, vulnerabilities, and breach — security@cycleforge.ai; data-protection / EU-UK representative (to be appointed if required) — dpo@cycleforge.ai; support — hi@cycleforge.ai.

19.5 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed, and the remaining provisions will remain in full force.

19.6 Waiver. No failure or delay in exercising any right is a waiver, and no waiver is effective unless in writing and signed by the waiving party.

19.7 Force majeure. Neither party is liable for any failure or delay (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, or failures of Sub-processors or Integration Partners.

19.8 Independent contractors. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency, fiduciary, or employment relationship, and neither party may bind the other.

19.9 Export controls. The Customer will comply with all applicable export-control and sanctions laws and represents that it is not located in, and will not use the Service in or for, any embargoed country, and is not on any restricted-party list.

19.10 U.S. government rights. The Service is “commercial computer software” and “commercial computer software documentation.” Any use, duplication, or disclosure by the U.S. government is subject to this Agreement and the restrictions of applicable federal acquisition regulations.

19.11 Survival. Sections that by their nature should survive termination will survive, including Sections 2, 7 (for accrued amounts), 8.1, 9, 10, 11.4, 12, 13, 14.5, 15, 18, and 19.

[LEGAL ENTITY NAME] (operating the CycleForge platform)
[REGISTERED ADDRESS]

Legal notices

legal@cycleforge.ai

Privacy / data-subject requests

privacy@cycleforge.ai

Security (vulnerabilities, breach)

security@cycleforge.ai

Data protection / EU-UK representative (to be appointed if required)

dpo@cycleforge.ai

Support

hi@cycleforge.ai

Website

cycleforge.ai

For details on how personal data is handled, see the Privacy Policy and the Data Processing Agreement, which are incorporated into this Agreement by reference.