Notice of binding arbitration
Any claim, dispute or controversy of whatever nature arising out of or relating to these terms shall be resolved by final and binding arbitration in accordance with the process described in the section titled “19” below. Please read the section titled “binding arbitration” carefully.
Restrictions on Acceptance. When you access or otherwise make use of the Service you acknowledge and agree that:
If you are unable or unwilling to confirm the above statements, then you must not accept these terms or otherwise access or make use of the service. Please note that, even if you agree to and acknowledge the representations in section 1.2, certain of our trusted third party service providers may reject your registration application following the registration process based on such service provider’s internal assessment process and you may not be able to make use of the service as a result.
Definitions. Unless context requires otherwise, capitalized terms not defined within the Agreement shall have the following meanings:
Interpretation. References to Sections are to be construed as references to the Sections of these Terms, unless otherwise indicated. The singular includes the plural, and the plural includes the singular. All references to “hereof,” “herein,” “hereunder” and other similar compounds of the word “here” shall mean and refer to these Terms as a whole rather than any particular part of the same. The terms “include” and “including” are not limiting.
Cypress reserves the right to change, modify, supplement, or update these Terms (each such change, modification or supplement, an “Amendment”), from time to time without advance notice by posting such Amendment on the Site. We encourage you to periodically visit these Terms to check for any Amendments. In the event that an Amendment to these Terms materially modifies your rights or obligations we will take commercially reasonable measures to notify you of such Amendment, which may include posting notices on the website or sending notices to you at your email address. You acknowledge and agree that you will be bound by any such Amendment if you continue to access or use the Service after such Amendment is posted. Unless otherwise indicated, any new Service added to the Site will also be subject to these Terms effective upon the date of any such addition. You are encouraged to review the Site and these Terms periodically for updates and changes. The most current version of these Terms will be effective as of the date specified in the “Last Updated” legend set forth above.
Your rights and obligations with respect to the Service are personal to you and you may not transfer such rights and obligations to any other person or entity.
Fees; Reservation of Rights. Cypress does not currently charge any fees for use of the Site and the Service in connection with any OSS Projects. Notwithstanding the foregoing, you acknowledge and agree that Cypress reserves the right to set and charge fees in the future for your use of the Site and the Service in connection with any Private Projects. If Cypress intends to set and charge fees for Private Projects, Cypress will provide you with advance written notice of such change and so that you may either (a) provide payment information in order to continue your use of the Service in connection with such Private Projects; or (b) terminate these Terms and deregister your Cypress Account as may be necessary to avoid a charge for such fees. In the event that Cypress exercises its right to charge fees for Private Projects such fees will be subject to terms set forth in Section 6.3. If Cypress exercises its right to charge fees for the Services, prices and pricing plans for the Service will be made available at www.cypress.io.
Paid Features Available Through the Services. Use of the Services in connection with a Private Project may be made available on a paid basis. If you elect to use paid features of the Services in connection with a Private Project (as your “Purchase”), you agree to the terms of sale, pricing, payment and billing policies applicable to such fees and charges, posted on or provided through the Services. Cypress may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion.
Promo Codes. Cypress may, in Cypress's sole discretion, create promotional codes that may be redeemed for features or benefits related to the Services, subject to any additional terms that Cypress establishes on a per promotional code basis (“Promo Codes”). You agree that Promo Codes: (a) must be used for the intended audience and purpose, and in a lawful manner; (b) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by Cypress; (c) may be disabled by Cypress at any time for any reason without liability to Cypress; (d) may only be used pursuant to the specific terms that Cypress establishes for such Promo Code; (e) are not valid for cash; and (f) may expire prior to your use. Cypress reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Cypress determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.
In addition to the representations and warranties you make to Cypress under Section 1.2 represent and warrant to Cypress that (a) all information that you provide to us in connection with your use of the Site, Cypress Account or Service is up-to-date, accurate and truthful, (b) you have the authority to share this information with us and to grant us the right to use this information as provided in these Terms, (c) you have the right to grant us the licenses specified herein, if applicable, (d) any use, improvement, enhancement, modification, or redistribution of OSS in connection with a Public Project is in strict compliance with the applicable OSI license; (e) you have all necessary rights and licenses to make use of any Third Party Software and to grant Cypress licenses specified herein; (f) no Application(s), Runs, Test Data, Run Reports, OSS, Third Party Software, Submissions, Feedback, or any other data or materials related thereto does or will (i) infringe up the intellectual property rights or any other rights of any third party, (ii) violate any Applicable Laws, and to your knowledge no third party has asserted, is asserting, has threatened, or has any reasonable basis to assert a claim of any of the foregoing; (f) no Application(s), Runs, Test Data, Run Reports, OSS, Third Party Software, Submissions, Feedback, or any other data or materials related thereto will cause the Service to: (i) contain any virus, malware, or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain access to any data or other information of Cypress or any third party; (ii) contain any timed, disabling, or similar codes; (iii) contain hidden files; (iv) replicate, transmit, or activate itself without the control of a person operating the computing equipment on which it resides; (v) contain any node lock, time-out or other functions; or (vi) contain anything unlawful, threatening, abusive, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, or contains explicit or graphic descriptions or accounts of sexual acts; and (g) your acceptance and use of the Service pursuant to these Terms does not violate any Applicable Law or other contract or obligation to which you are a party or by which you are otherwise bound.
You agree to provide your accurate, up-to-date and truthful User Information during Registration and when you otherwise access or make use of your Cypress Account, the Site or the Service. You further agree to promptly update all your User Information whenever the information provided to us by you is found to be in error or becomes inaccurate. You can update your information by contacting us at [email protected]. We are not responsible for any Service-related issues or errors arising from your failure to submit or maintain current and accurate User Information. If we determine, in our sole discretion, that you have failed to submit or maintain current and accurate User Information, we may temporarily suspend or terminate your access to your Cypress Account, the Site or the Service.
Consent to Electronic Communications. When you accept these Terms, you acknowledge that Cypress may provide certain information, including information regarding your use of the Site, the Service, and Cypress Account (“Communications”), to you electronically through email, the Service, Cypress Account or links to notices posted on the Site, unless and until you withdraw your consent or “opt out” as described below. You understand that the communications referenced in this section do not include SMS text messages unless you otherwise give your express consent to receive SMS text messages for this purpose. You agree that all agreements, notices, disclosures and other Communications that we provide to you electronically satisfy any legal requirement that such Communications be in writing. You further agree that any Communications provided by us electronically are deemed to be given and received on the date we transmit any such Communication as described in these Terms. The categories of Communications that may be provided by electronic means include:
Although Cypress reserves the right to provide Communications in paper format at any time, you agree that Cypress is under no obligation to do so unless you first notify us, in writing, of your request to receive further communications in a paper format and your decision to opt out of receiving Communications. All Communications in either electronic or paper format will be considered to be “in writing.” You should print a paper copy of these Terms and any Communication that is important to you and retain the copy for your records. If you do not wish to enter into these Terms electronically, you may not use your Cypress Account, the Site or the Service.
Timing of Communications. Any electronic Communications will be deemed to have been received by you no later than five (5) business days after Cypress sends it to you by email or posts such Communication on the Site or through the Service, whether or not you have received the email or retrieved the Communication from the Service. An electronic Communication by email is considered to be sent at the time that it is directed by Cypress's email server to your email address. You agree that these are reasonable procedures for sending and receiving electronic Communications.
Updated User Information. You agree to promptly update your User Information if such information changes so that Cypress may contact you electronically. You may update your User Information, such as your email address, as described in Section 8 of these Terms. You understand and agree that if Cypress sends you an electronic Communication, but you do not receive it because the email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive such electronic Communications, Cypress will be deemed to have provided the Communication to you.
System Specifications. In order to access, view, and retain electronic Communications that Cypress provides to you, you must have access to: (a) a computer with an Internet connection; (b) a current or previous major release version (up to the second most recent version) of either Firefox, Internet Explorer, Chrome, or Safari with cookies enabled and Adobe Acrobat Reader to open documents in “.pdf” format; (c) sufficient electronic storage capacity on your computer's hard drive or other data storage unit to save past Communications and/or an installed printer to print them; and (d) an email account with an Internet service provider and email software. Your access to this page through your device verifies that your device meets these requirements.
Reservation of Rights. Cypress reserves the right, in its sole discretion, to discontinue the provision of electronic Communications to you, or to terminate or change the terms and conditions under which Cypress provides electronic Communications. Cypress will provide you with notice of any such termination or change as may be required by Applicable Law.
You acknowledge and agree that, except as otherwise expressly stated, all Content appearing on your Cypress Account, the Site or the Service is the copyrighted work of Cypress or its third party content suppliers and is protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement and assembly) of all Content is also the exclusive property of Cypress and is protected by U.S. and international copyright laws. You may download information from your Cypress Account, the Site, or the Service and print out a hard copy for your personal use provided that you keep such hard copies intact and do not remove or alter any copyright or other notice (e.g., trademark, patent, etc.) contained in the information. Except as otherwise expressly stated herein, you may not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, frame, download, store for subsequent use, create derivative works from, transfer, or sell any information or Content obtained from the Service, in whole or in part, including any text, images, audio, and video in any manner, without the prior written authorization of Cypress or any applicable third party suppliers. The use of Content, including images, by you, or anyone else authorized by you, is prohibited unless specifically permitted by Cypress. Any unauthorized use of text or images may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. Cypress does not warrant or represent that your use of Content or the Service will not infringe rights of third parties.
Project Data. You understand that Project Data that results from, arises out of or in connection with any OSS Project is non-confidential and will be made generally available to the public including other Users. You hereby grant to Cypress and its affiliates, subsidiaries, licensees and assigns, an irrevocable, perpetual and royalty-free right to use, reproduce, edit, display, transmit, prepare derivative works of, modify, publish and otherwise make use of Project Data in any and all media, whether now known or hereinafter created, throughout the world and for any purpose related to the business of Cypress or as may otherwise be necessary to provide the Services.
Please be advised that if you send or submit to Cypress creative ideas, suggestions, inventions, or materials (“Feedback”), related to or in connection with Services or the improvement or modification thereof Cypress shall: (a) own, exclusively, all now known or later discovered rights to the Feedback; (b) not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any Feedback; and (c) be entitled to unrestricted use of the Feedback for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
Use of the Service is limited to persons eighteen (18) years of age or older. Subject to your compliance with these Terms, Cypress hereby grants you a limited, non-exclusive and non-transferable license to access and make use of the Service, but not to download (other than page caching or downloading of PDF forms, statements, etc. provided as part of the Service) or modify the Service, or any portion of thereof, except with express written consent of Cypress. For the avoidance of doubt, the license granted under this Section 13 of these Terms does not apply to the Cypress Desktop. The Service also contain the Content, and the license granted in this Section does not include any resale or commercial use of the Service or the Content; any derivative use of the Service or the Content; or any use of data mining, robots, or similar data gathering and extraction tools. The Service or any portion thereof may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of Cypress. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Cypress without Cypress’s express written consent. You may not use any meta-tags or any other “hidden text” utilizing any of Cypress’s name(s) or service marks without the express written consent of their owners. We (or the respective third party owners of Content) retain all right, title, and interest in the Service and any Content offered on these Service, including any and all intellectual property rights. Any software applications available on or through the Service are licensed, not sold, to you. Cypress may assign these Terms or any part hereof, without restrictions. You may not assign these Terms or any part hereof, nor transfer or sub-license your rights under these Terms, to any third party. We (or the respective third party owners of Content) reserve all rights not expressly granted. Any unauthorized use terminates the permission or license granted by Cypress.
Use of Service in Accordance with these Terms and Applicable Law. You will not use the Service for any illegal purpose. You will only use the Service in accordance with the terms and conditions of these Terms and Applicable Law.
Responsibility for User Information; Unauthorized Access and Transfers. You hereby acknowledge and agree that you are responsible for maintaining and protecting accurate and current User Information. If you believe that your User Information or a device that you use to access any Site has been lost or stolen, that someone is using the Service with your User Information and without your authorization, or that an unauthorized transaction has occurred, you must notify us immediately at [email protected]
Prohibited Use of Site. You acknowledge and agree that, in connection with your use of the Service, you will not:
Monitoring and Enforcement; Termination. We have the right to:
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Service. You waive and hold harmless cypress and its affiliates, licensees and service providers from any claims resulting from any action taken by any of the foregoing parties during or as a result of its investigations and from any actions taken as a consequence of investigations by either such parties or law enforcement authorities.
However, we do not undertake to review all material before it is posted on the Service, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
You agree to release, indemnify, and hold harmless Cypress and its Affiliates, and their respective officers, directors, employees and agents, (“Indemnified Persons”) harmless from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal and accounting fees, arising out of or in any way related to: (a) your access to, use of, or inability to use the Service; (b) your breach of these Terms; (c) your violation of any rights of a third party; (d) your violation of any Applicable Law; (e) your failure to provide and maintain true, accurate, current and complete User Information; or (f) any claims that any Application(s), Runs, Test Data, Run Reports, OSS, Third Party Software and/or other data or information related thereto and any portions thereof infringes or will infringe on any intellectual property rights or any other rights of any third party, violates or will violate Applicable Law.
Limitation of Liability.
You understand and agree that Cypress, its officers, directors, employees, partners, successors, agents, affiliates, or any related companies will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including damages for loss of profits, use, data or other intangible losses arising out of, relating to, or in any way connected with the site, service or these terms, even if cypress has been advised of the possibilities of those damages, resulting from your use or inability to use your cypress account, the site, and service or content, the cost of obtaining substitute service resulting from any loss or destruction of data, information, products and service obtained from transactions entered into through the site or service, or statements or conduct of any third party, or any other matter related to the service or content. You understand and agree that your use of the service is predicated upon your waiver of any right to sue cypress directly or to participate in a class action suit for any losses or damages resulting from your use of the site.
Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights.
You expressly agree your use of the service is at your sole risk. The site, site content and service are provided on an “as is” and “as available” basis without warranty of any kind, either express or implied. Without limiting the foregoing and to the fullest extent permitted by applicable law, cypress, and its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies disclaim any and all warranties including any: (i) warranties that the service will meet your requirements; (ii) warranties concerning the availability, accuracy, security, usefulness, timeliness, or informational content of the site, site content or service; (iii) warranties of title, non-infringement, merchantability, or fitness for a particular purpose; (iv) warranties for service received through or advertised on the site or accessed through the site; (v) warranties concerning the accuracy or reliability of the results that may be obtained from the use of the site or service; (vi) warranties that your use of the site or service will be secure or uninterrupted; virus-free or error-free; and (vii) warranties that errors in the site or service will be corrected.
Cypress does not warrant or make any representations regarding availability, accuracy, reliability, completeness, or timeliness of the materials, Service, text, graphics, and or links associated with the Site. If your use of the Site or the materials, Service, text, graphics, and or links associated with the Site results in the need for servicing or replacing equipment or data, Cypress is not responsible for those costs.
Term. These Terms shall commence on the date you first access the Site or use the Service and remain in effect until either Party terminates these Terms (the “Term”).
Termination Rights of Cypress. Cypress may terminate these Terms at any time in its sole discretion.
Your Termination Rights. You may terminate these Terms at any time by ending your use of the Site and the Service and notifying Cypress [email protected].
Arbitration Process. Arbitration shall be conducted by and submitted to a single arbitrator (“Arbitrator”) selected from and administered by the Georgia office of JAMS (“JAMS”), in accordance with its then-existing Comprehensive Arbitration Rules & Procedures. The arbitration shall be conducted by a licensed attorney or retired judge who is admitted in both federal and state courts, with experience in securities law. The Arbitrator shall be authorized to award compensatory damages, but shall NOT be authorized to award non-economic damages such as for emotional distress, or pain and suffering or punitive or indirect, incidental or consequential damages. Each party shall bear its own attorneys’ fees, cost and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator and JAMS; however, the Arbitrator may award to the prevailing party reimbursement of its reasonable attorneys’ fees and costs (including, for example, expert witness fees and travel expenses), and/or the fees and costs of the Arbitrator. Within ﬁfteen (15) calendar days after conclusion of the arbitration, the Arbitrator shall issue a written award and a written statement of decision describing the material factual ﬁndings and conclusions on which the award is based, including the calculation of any damages awarded. Each party shall fully perform and satisfy the arbitration award within fifteen (15) days of the service of the award. Judgment on the award may be entered by any court of competent jurisdiction. By agreeing to this binding arbitration provision, you understand that you are waiving certain rights and protections which may otherwise be available if a claim or dispute were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this arbitration provision, the right to a jury trial, certain rights of appeal, the right to bring a claim as a class member in any purported class or representative proceeding, and the right to invoke formal rules of procedure and evidence.
You agree that, if you decide to open a cypress account and/or use the service, your relationship with cypress will be governed by the pre-dispute arbitration clause in the agreements. The pre-dispute arbitration clause in the agreements provides for dispute resolution service provided by the financial industry regulatory authority. You further agree that, if you decide to open an account and/or use the service, the pre-dispute arbitration clause in the agreement supersedes the arbitration provisions of these terms.
Subject to the provisions in these Terms, you may use the Service, Site, and mobile app for non-commercial purposes to: (a) learn about the Service; (b) learn about the Site, Service, our financial goals strategies; (c) enter into the Agreements; (d) open a Cypress Account to participate in the Service; (e) access statements and conﬁrmations regarding transactions in connection and the value of your Cypress Account; (f) access and print or download copies of the current version of these Terms, the Agreements, and other documentation relating to the Service; and (g) make such other use of the Service as we may expressly permit from time to time in furtherance of the objectives and growth of the Service. Subject to these Terms, we hereby grant you a personal, nontransferable, nonexclusive, non-sublicensable license to use the user interface of the Site, the Service and their respective content and services in accordance with these Terms, and for no other purpose. All rights, title and interest in and to the user interface and Site, including any software, on or through the Service shall belong to Cypress or our licensors and suppliers, including all modiﬁcations thereof and enhancements thereto. The content and user interface made available from, on or through the Service may not be copied, modiﬁed, republished, assigned, sold or distributed to you, nor may derivative works be prepared therefrom. The license granted to you pursuant to these Terms is solely for your personal use (but not for resale or redistribution) as a user of the Service and may not be used for any other purposes. No ownership rights are granted to you hereunder and no title is transferred hereby.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or your access or use of the Site or the Service. Our performance under these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your access or use of the Site and/or Service or information provided to or gathered by us with respect to such use.
Waiver. The waiver by Cypress of a breach of any provision contained herein shall be in writing and shall in no way be construed as a waiver of any subsequent breach of such provision or the waiver of the provision itself.
Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. These Terms will be deemed entered into in the State of Georgia and will be governed by and interpreted in accordance with the laws of the State of Georgia, excluding without regard to conflicts of law. The parties irrevocably waive any and all rights to a trial by jury.
Third Party Beneficiaries. Except as limited herein, these Terms and the rights and obligations hereunder shall bind, and inure to the benefit of the Parties and their successors and permitted assigns. Nothing in these Terms, expressed or implied, is intended to confer upon any person, other than the Parties and their successors and permitted assigns, any of the rights hereunder.
Entire Agreement. These Terms, as may be amended from time to time, and each of its exhibits or appendices, constitute and contain the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements. Each Party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.
Survival. All provisions of these Terms that by their nature extend beyond the expiration or termination of these Terms, including Sections 1, 3, 4, 5, 6, 7, 15.2, 16, 17, 19, and 22 and the definitions herein as applicable to interpretation of the foregoing shall survive the termination of these Terms.
Severability. If any provision of these Terms (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of these Terms shall not be affected thereby and shall be binding upon the Parties and shall be enforceable, as though said invalid or unenforceable provision (or portion thereof) were not contained in these Terms.
Assignment. You may not transfer or assign these Terms nor any of your rights hereunder to any third party and any attempt to so transfer or assign will be rendered null and void. Notwithstanding the foregoing, Cypress may assign these Terms or any rights hereunder without consent: (i) to an entity that acquires all or substantially all of its stock, assets or business; or (ii) to an Affiliate. Except as provided in this section, any attempts by either Party to assign any of its rights or delegate any of its duties hereunder without the prior written consent of the other Party shall be null and void.
Contact Us. If you have any questions about these Terms, please contact us as described on the website under “Contact Us” or at the email address or phone number provided below. We will attempt to respond to your questions or concerns promptly after we receive them.