Terms of Service Agreement

Introduction

Welcome to Technological Cyber Cutlets Ltd Terms of Service! This introductory section of our Terms of Service is formatted like a FAQ, offering a high-level overview of key principles before delving into more detailed terms.

What constitutes the TOS?

Our Terms of Service are referred to simply as the “TOS”.

This section presents the core elements of our TOS. Additionally, we have supplementary contractual documents that serve as specific topic-related terms. These documents are legally integrated by reference into the TOS as if they were explicitly included here. Therefore, it’s important to also examine these documents, accessible via the links provided:

• Our Services Privacy Policy details how we handle data collection, usage, and sharing within our Websites and Services.
• Our Cookie Policy explains the utilization of cookies on our Website.

Who is governed by this TOS?

When we mention “Technological Cyber Cutlets” or use terms such as “we”, “us”, or “our”, we are referring to Technological Cyber Cutlets Ltd, a company established under the laws of the United Kingdom, including its parent companies, affiliates, and subsidiaries.

When we talk about the “User”, it means you. We’ll use pronouns like “you” and “your” in this context. The definition of “you” can be more complex if you are accessing our services on behalf of an organization, company, or another type of entity. In such instances, you are confirming to us that you are authorized to commit your organization, company, or other entity to this TOS. By agreeing to this TOS, you are legally binding that entity (thus “User”, “you”, and “your” will refer to that entity). If you’re uncertain about what this implies or if you have the authorization to bind your company, organization, or entity to this agreement, you should seek clarification within your organization regarding such authority.

What constitutes the TOS?

This TOS is a legally binding agreement between you and us. It encompasses all our offerings, including websites, products, services, features, content, applications, and everything else we provide to users like you. We often distinguish between our websites, such as https://cybercutlets.com.com/ (referred to collectively as the “Websites”), and all our other offerings like cloud infrastructure and other paid services (collectively known as the “Services”). As detailed further in the TOS, Section 3 (Website Terms) specifically pertains to your use of the Websites, while Section 4 (Service Terms) relates exclusively to your use of the Services.

When am I subject to this TOS?

Now that we’ve established a common understanding, it’s important for you to know when and how this TOS is applicable. First, it’s essential to recognize that this TOS is a mandatory legal agreement for using our Websites and Services. You are permitted to use our Websites and Services only if you acknowledge that you have read, comprehended, and agreed to adhere to this TOS. If you register for Services via our Websites, this TOS becomes effective when you click “I accept” or engage in any action that signifies your agreement to its terms. If you procure Services through a separate written agreement, this TOS is integrated into that contract, whether explicitly mentioned or not. Independent of these methods, by accessing or using our Websites and Services, you are legally bound by this TOS, which governs your access and use. While these are typical scenarios, this section does not exhaustively cover all possible ways in which you might be bound by this TOS.

How are disputes managed under this TOS?

A key condition of our TOS is your agreement to settle any disputes arising from this TOS through binding arbitration between you and us. In arbitration, disputes are resolved by a neutral arbitrator or a panel of arbitrators who listen to both sides and make decisions in a timely and cost-efficient manner. While you retain the right to bring small claims to court, all other claims must go through arbitration. It’s important to understand that this arrangement means neither you nor Technological Cyber Cutlets Ltd will have the chance to resolve certain disputes in court before a judge or jury. You will forego the option of a traditional trial and will not be eligible to participate in a class action lawsuit or similar court-based proceeding.

1. Terms & Conditions of the TOS Eligibility & Registration

1.1 Prior to utilizing our Websites and Services, it’s essential for you to ensure that your use complies with all relevant laws, rules, and regulations. Your right to access the Websites and Services is rescinded if your use is prohibited or if our provision of these services conflicts with any applicable law, rule, or regulation. You bear the responsibility of making these assessments before using the Websites and Services.

1.2 Our Websites and Services are not designed for, nor are they directed at, individuals under the age of 18. By using our Websites and Services, you confirm and guarantee to us that: (a) you are at least 18 years old; or (b) you have the necessary legal consent, permission, and capacity to use the Websites and Services in your jurisdiction as determined by you.

1.3 Technological Cyber Cutlets Ltd reserves the right, at our sole discretion, to refuse or discontinue providing the Websites and Services to any person or entity and to modify eligibility criteria at any time, including if there is a failure to adhere to the TOS. We retain the authority to deactivate, terminate, restrict access to, disable services for, and/or eliminate any access to the Websites and Services at any time based on our sole discretion.

2. Technological Cyber Cutlets Ltd’s Proprietary Rights

2.1 Regarding ownership, the Websites and Services are owned and/or provided by Technological Cyber Cutlets Ltd. The names, logos, trademarks, trade dress, layouts, visual interfaces, graphics, design, compilation, information, data, computer code (including source code and object code), products, software, services, and all other elements of the Websites and Services (“Materials”) offered by us are protected by intellectual property and other laws. All Materials included in the Websites and Services are the property of Technological Cyber Cutlets Ltd or its third-party licensors. Your use of the Websites and Services is permitted only as explicitly authorized by us and as stipulated in this TOS. You must comply with and uphold all intellectual property notices, information, and restrictions contained in the Websites and Services. We retain all rights to the Websites and Services that are not explicitly granted in this TOS.

2.2 If you submit any ideas, suggestions, or comments regarding issues or proposed changes or enhancements to the Websites and Services (“Feedback”), you thereby grant us an unlimited, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use the Feedback in any way and for any purpose, including improving the Websites and Services and developing new products and services.

2.3 You authorize us to use your name, logos, and trademarks in our promotional and marketing materials and communications.

2.4 Subject to your ongoing adherence to this TOS and our rights therein, Technological Cyber Cutlets Ltd grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Websites and/or Services as outlined and subject to this TOS.

3. Conduct Guidelines

3.1 Your use of the Websites and Services must comply with our Acceptable Use Policy (AUP), which is included by reference. Any usage of the Websites and Services that violates the AUP will be considered a breach of this TOS.

3.2 You bear sole responsibility for all actions taken by you, your employees, any third parties (including your contractors or agents), your End Users, your licensees, or your customers.

3.3 It is your duty to inform your employees, agents, and others involved in your use of the Websites and Services about the stipulations of this TOS, including the binding aspects of these terms on them.

3.4 You must not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer, or try to extract the source code or underlying concepts or algorithms of any part of the Websites or Services (including any application), except to the extent that applicable laws explicitly prohibit such restrictions; (ii) alter, translate, or create derivative works from any part of the Websites or Services; or (iii) copy, rent, lease, distribute, or transfer any rights granted to you hereunder. You are required to comply with all relevant local, state, national, and international laws and regulations. Open Source Licenses apply to any part of the Websites or Services governed by such licenses, notwithstanding this section.

3.5 Technological Cyber Cutlets Ltd retains the right to access, read, preserve, and disclose any information as we reasonably deem necessary to (i) comply with any applicable law, regulation, legal process, or government request; (ii) enforce this TOS, including the investigation of potential breaches; (iii) address fraud, security, or technical issues; (iv) handle user support requests; or (v) protect the rights, property, or safety of us, our users, and the public. Further details can be found in our Privacy Policy.

3.6 You must employ appropriate security measures, such as setting robust passwords and access control mechanisms, safeguarding all login and password information, and ensuring the reliability of individuals with access information. You are solely accountable for any unauthorized Website access on your behalf and must immediately notify Technological Cyber Cutlets Ltd of any such unauthorized access upon discovery.

3.7 You are obliged to inform Technological Cyber Cutlets Ltd if you become aware of any security incidents or breaches affecting the Websites or Services, including unauthorized Website access on your behalf. Additionally, you must cooperate in any investigations or legal actions undertaken by authorities and/or Technological Cyber Cutlets Ltd to resolve the security incident or breach, to the extent it is caused.

4. Payment and Billing Terms

4.1 For billing purposes, we utilize third-party payment services (referred to as “Payment Processors”) to charge your payment account(s) (known as your “Billing Information”). The processing of payments will be governed by the terms, conditions, and policies of the Payment Processors, in addition to this TOS. We are not liable for any actions or inactions of the Payment Processors. You agree to pay Technological Cyber Cutlets Ltd, through the Payment Processors or as otherwise agreed with us, all amounts due for the Services you select or use at the established prices, following our pricing and billing policies accessible on the Technological Cyber Cutlets Ltd website. You hereby authorize us and the relevant Payment Processors to charge these sums (including applicable taxes) to your specified payment method(s).

4.2 You are required to provide accurate, complete, and updated Billing Information and must promptly inform us or our Payment Processors of any changes (such as changes in billing address, credit card number, or credit card expiration date). You must also promptly notify us or our Payment Processors if your payment method is canceled (e.g., due to loss or theft) or becomes inoperable. Modifications to this information can be made in your account settings.

4.3 By agreeing to this TOS and using the Services, you consent to be billed recurrently for the specific services using your Payment Methods upon issuance of invoices. If your Payment Method or fee payment is governed by additional terms and conditions as specified in order forms, invoices, or otherwise, those terms also apply alongside this TOS. For verification of your Billing Information, we may bill an amount up to your current balance at any time. We reserve the right to deactivate, terminate, restrict access to, disable services for, and/or remove any access to the Websites and Services at our sole discretion, including due to nonpayment, delayed payment, or failure to charge your Payment Methods upon invoicing.

4.4 You are responsible for any duties, customs fees, taxes, and associated penalties, fines, audits, interest, and back-payments related to your purchase of the Services. This includes national, state, or local sales taxes, use taxes, value-added taxes (VAT), and goods and services taxes (GST), collectively referred to as “Taxes”. Unless stated otherwise, our pricing policies do not include, nor are they adjusted for, such Taxes. If we are required to collect or pay Taxes in connection with your purchase of the Services, these Taxes will be charged as part of the billing process or at the time of purchase. In certain jurisdictions, we may determine if your purchase of Services is subject to Taxes, and if so, collect and remit these Taxes to the relevant tax authority. If you believe a specific Tax does not apply or that a certain amount should be withheld from payments to us, you must promptly provide us with a tax certificate, withholding receipt, tax identifier (e.g., VAT ID), or other valid and authorized proof. You must also supply us with any necessary tax identification information for our compliance with tax obligations, as determined by us. You are solely responsible for any misrepresentations or noncompliance regarding Taxes, whether concerning us or third parties, including any resulting penalties, fines, audits, interest, back-payments, or additional taxes.

4.5 We may occasionally offer Service credits, governed by the terms, disclosures, and policies regarding such credits. You acknowledge and agree that all credits, whether previously provided or not, are subject to revocation or early expiration at our discretion, for reasons including but not limited to abuse, Billing information misrepresentation, unauthorized transfer, or illegal conduct by you.

5. Confidentiality & Beta Services

5.1 If you receive or have access to any nonpublic information from us that is classified as confidential or should reasonably be considered confidential due to the nature of the information or the context of its disclosure, such information constitutes our “Confidential Information” and must be treated as per the guidelines of this TOS. Confidential Information encompasses, but is not limited to: (a) nonpublic details about our technology, customers, business strategies, marketing and sales initiatives, financial matters, operations, and other business-related information; and (b) the existence and specifics of our discussions or negotiations with you concerning your Billing information and/or use of the Services. Confidential Information does not include information that: (i) becomes publicly known without violating this TOS; (ii) was already known to you at the time of receipt from us, as evidenced by documentation; (iii) is received from a third party who legally obtained and disclosed it without wrongful acts or infringement upon our or third-party rights; or (iv) is shown through documentation to have been independently developed by you without reliance on our Confidential Information.

5.2 You are prohibited from using Confidential Information except as necessary for your use of the Service under this TOS or as explicitly authorized in writing by us. You agree to maintain the confidentiality of this information both during the term of this TOS and after your use of the Services ends or this TOS is otherwise no longer applicable. You will implement all reasonable steps to prevent the unauthorized disclosure or use of Confidential Information, at least to the extent you protect your own confidential information of a similar nature.

5.3 We may provide “beta” versions or features of the Services (referred to as “Beta Service”). Any version of the Services marked as a beta or test version, or otherwise identified as a production candidate or non-production version, falls under the definition of Beta Service in this TOS. We reserve the right to decide the availability, duration, features, and components of each Beta Service. If you are allowed to use a Beta Service, you acknowledge that information related to the Beta Service is Confidential Information. In addition to other stipulations in this TOS, you agree not to: (i) use the Beta Service for benchmarking, performance testing, or public dissemination of performance data or analysis related to the Service; (ii) alter or create derivative works from the Beta Service, or remove any product identification, proprietary, copyright, or other notices in the Beta Service; (iii) permit any other individual to access or use the Beta Service. We have the sole discretion to decide the continuation of any Beta Service and may discontinue any Beta Service at any time.

6. No Warranty

6.1 The Websites and Services, including any content provided as part of them, are offered on an “as is” and “as available” basis. Technological Cyber Cutlets Ltd expressly disclaims all types of warranties, whether express or implied, related to the Websites and Services and all content associated with them. This includes, but is not limited to: (a) any implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, or non-infringement; (b) any warranty stemming from the course of dealing, usage, or trade practices; or (c) any guarantee regarding the availability, accuracy, error rate, system integrity, or uninterrupted access. We do not guarantee that: (i) the Websites or Services will be secure or available at any particular time or place; (ii) defects or errors will be rectified; (iii) content or software accessed via the Websites or Services is free from viruses or other harmful elements; or (iv) the use of the Websites or Services will fulfill your needs. Your usage of the Websites and Services is entirely at your own risk. To the maximum extent allowed by law, we assume no liability for Vendor Offerings. If applicable, all limited warranties, disclaimers, limitations of liability, and other specific terms regarding Vendor Offerings can be found in the Technological Cyber Cutlets Ltd Marketplace Terms and Conditions or, if relevant, in the agreement between you and the Vendor.

6.2 Technological Cyber Cutlets Ltd is not accountable for content that you access via the Websites, Services, or content from other users of Technological Cyber Cutlets Ltd or third parties. To the extent allowed by applicable law, you absolve us from all liability related to such content. You acknowledge and agree that we make no representations about any content found in or accessed through the Websites, or content from other users of Technological Cyber Cutlets Ltd or third parties, and that we are not liable for the accuracy, quality, legality, or other aspects of such content.

6.3 The limitations, exclusions, and disclaimers in this section are effective to the fullest extent permitted by law. Technological Cyber Cutlets Ltd does not waive any warranty or other rights that are legally prohibited from being waived under applicable law.

7. Limitation of Liability

7.1 To the maximum extent allowed by law, we will not be responsible for any indirect, incidental, special, consequential, or punitive damages (including loss of profits, goodwill, or any other intangible losses) resulting from or connected to your access or use, or your inability to access or use, the Websites and Services or any materials or content on the Websites and Services. This applies regardless of whether the damages arise from warranty, contract, tort (including negligence), statute, or any other legal basis, and regardless of whether we have been notified of the possibility of such damages. Under the fullest extent of the law, you acknowledge that we will not be liable for any data that is destroyed, lost, or otherwise rendered inaccessible, whether due to your failure to back up your data or for any other reason.

7.2 Except as stated in Section 13 and to the greatest extent allowed by law, our total liability to you for all claims related to this TOS or the Websites and Services, whether in contract, tort, or otherwise, is limited to the amount you have paid to us for the Services involved in the month preceding the event or circumstance that led to the claim.

7.3 Each part of this TOS that stipulates a limitation of liability, disclaimer of warranties, or exclusion of damages is designed to distribute the risks between the parties under this TOS. This risk allocation is a critical component of the agreement between you and us. Every one of these clauses is separable and independent from all other provisions of this TOS. The limitations outlined in this section will apply even if a limited remedy fails in its fundamental purpose.

8. Indemnification

8.1 To the greatest extent allowed by law, you are accountable for your use of the Websites and Services. You agree to defend, indemnify, and absolve Technological Cyber Cutlets Ltd and our employees, officers, directors, agents, contractors, and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees and costs, that arise from or relate to your Services Content, User Content, your End Users, or your access to or use of the Websites and Services. This includes your breach of this TOS or applicable laws, willful misconduct, negligence, illegal activities, breach of security or data, unauthorized access to or use of your Billing information, or infringement of a third party’s rights, including intellectual property, confidentiality, property, or privacy rights.

8.2 We reserve the right to take over the exclusive defense and control of any matter otherwise subject to indemnification by you. This does not limit your obligations to indemnify us regarding that matter, and you will exert best efforts to assist and cooperate with us in defending the matter at your expense.

9. Termination

9.1 While we generally prefer to notify in advance of termination, Technological Cyber Cutlets Ltd reserves the right to terminate your access to all or part of the Websites and/or Services at any time, at our sole discretion, with or without notice, and such termination may be effective immediately. This could result in the immediate loss and deletion of data associated with your Billing information. Unless otherwise stated herein or explicitly agreed upon by both parties, any fees paid to us are non-refundable, and any outstanding fees owed to us at the time of termination shall become immediately due and payable. Upon termination, all rights granted to you under this TOS will cease immediately, and you must discontinue all use of the Websites and/or Services. All terms of this TOS that are reasonably expected to survive termination will continue in effect post-termination.

10.1 Dispute Resolution and Arbitration

10.1 In the interest of resolving disputes between you and Technological Cyber Cutlets Ltd efficiently and cost-effectively, and except as noted in Section 10.2, both parties agree that any dispute arising in connection with this TOS will be resolved through binding arbitration. Arbitration is a less formal process than a lawsuit in court, involving a neutral arbitrator instead of a judge or jury, potentially allowing for more limited discovery than in court, and subject to limited court review. Arbitrators can award the same damages and relief that a court can provide. By agreeing to this TOS, both you and Technological Cyber Cutlets Ltd waive the right to a trial by jury or to participate in a class action.

10.2 Notwithstanding other clauses in Section 13, nothing in this TOS limits either party’s right to bring an individual action in small claims court.

11. Miscellaneous Provisions

11.1 Updates and Modifications. Technological Cyber Cutlets Ltd reserves the right to update, change, or modify this TOS at any time and in our sole discretion. If we update the TOS, we may notify you, such as by email to your listed Billing information or by updating the “Last Updated” date at the beginning of this TOS. Updates become effective on the specified date. By continuing to access or use the Websites or Services after this date, you agree to be bound by the updated TOS. If you disagree with the updated TOS, your only recourse is to stop using the Websites and/or Services.

11.2 General. This TOS, including all incorporated documents, forms the complete agreement between the parties and supersedes all prior agreements and representations, whether written or oral, related to its subject matter. Section headers are for convenience only and do not affect the interpretation of any provision. Singular terms include the plural and vice versa. The term “including” means “including but not limited to.” If any part of this TOS is held invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force. Failure to enforce any provision does not waive our right to enforce it later, nor does a waiver of a breach constitute a waiver of subsequent breaches.

Assignment

You may not assign or transfer this TOS or any rights or obligations hereunder, in whole or in part, without our prior written consent. We may assign or transfer this TOS or any rights or obligations under it without notice or consent. This TOS is binding upon and benefits both parties and their permitted successors and assigns. Any unauthorized assignment is void.

Consent to Electronic Communications

By using the Websites and/or Services, you agree to receive electronic communications from us as described in our Privacy Policy. Our electronic communications practices are detailed in the Privacy Policy, and you agree that our electronic communications satisfy legal requirements for written communication.

Relationship of the Parties

The parties are independent contractors. This TOS does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party is an agent of the other for any purpose, nor do they have authority to bind the other.

Force Majeure

Technological Cyber Cutlets Ltd is not liable for failure to perform under this TOS if prevented by events beyond our reasonable control, including acts of God, war, unrest, strikes, governmental actions, weather, quarantine, fire, flood, earthquakes, explosions, utility or telecommunications outages, Internet disturbances, epidemics, pandemics, or unforeseen changes in circumstances.

No Third-Party Beneficiaries

This TOS does not confer any third-party beneficiary rights on any individual or entity not a party to this TOS. Copyright 2023 Technological Cyber Cutlets Ltd. All rights reserved. No part of the Technological Cyber Cutlets Ltd Website may be reproduced, modified, or distributed in any form without prior written permission from Technological Cyber Cutlets Ltd.