Terms of Service

These Terms of Service ("Terms") govern your access to and use of the ByteMechanix marketing website (bytemechanix.co), our products and services (including ComplyIQ, CanaryIQ, FirewallIQ, PSForge, and ClientHub), and any related documentation, APIs, and support (collectively, the "Services"). By accessing or using the Services, you agree to be bound by these Terms.

If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization, and "you" refers to that organization.

A separate, signed Master Services Agreement, Order Form, or Data Processing Addendum may govern your specific subscription. In the event of conflict, the signed agreement controls over these Terms.

1. Eligibility and Account Registration #

You must be at least 18 years old and capable of forming a binding contract to use the Services. You agree to provide accurate, current, and complete information during registration and to maintain the accuracy of your account information.

You are responsible for safeguarding your account credentials and for all activities that occur under your account. Notify us immediately at security@bytemechanix.co of any unauthorized access or suspected breach.

2. Subscriptions, Fees, and Payment #

ByteMechanix Services are offered through subscription plans described on our pricing pages and Order Forms. By subscribing, you authorize us (or our payment processor) to charge the applicable fees to your designated payment method.

Billing cycles: monthly or annual, as selected.

Auto-renewal: subscriptions auto-renew at the end of each term unless cancelled at least 30 days prior to the renewal date.

Taxes: fees do not include taxes. You are responsible for all applicable sales, use, VAT, and similar taxes. Texas customers may be subject to Texas state sales tax on SaaS data processing services.

Late payment: unpaid balances may accrue interest at 1.5% per month (or the maximum permitted by law, whichever is lower) and may result in suspension of Services.

Refunds: fees are non-refundable except where required by law or expressly stated in a signed agreement.

3. Acceptable Use #

You agree not to:

• Use the Services in any way that violates applicable laws or regulations
• Infringe the intellectual property, privacy, or other rights of any third party
• Upload or transmit viruses, malware, or other harmful code
• Attempt to gain unauthorized access to the Services, other accounts, or our infrastructure
• Reverse-engineer, decompile, or disassemble any portion of the Services except as expressly permitted by law
• Use the Services to send spam, unsolicited communications, or harassing content
• Resell, sublicense, or redistribute the Services without written authorization
• Use the Services to develop a competing product or to benchmark for competitive purposes without our prior written consent
• Exceed published API rate limits or otherwise impair the integrity or performance of the Services

We reserve the right to suspend or terminate accounts that violate this section.

4. Customer Data and Ownership #

Your data is yours. You retain all rights, title, and interest in and to data you submit to the Services ("Customer Data"). You grant ByteMechanix a limited, non-exclusive, worldwide license to host, process, transmit, and display Customer Data solely as necessary to provide the Services and as described in our Privacy Policy and Data Processing Addendum.

You represent that you have all necessary rights, consents, and authorizations to submit Customer Data and that the data does not infringe any third-party rights or violate any law.

You are responsible for maintaining backups of Customer Data. We provide export functionality and recommend regular exports.

5. Intellectual Property #

The Services, including all software, designs, text, graphics, and trademarks, are owned by ByteMechanix or its licensors and are protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Services in accordance with these Terms and your subscription.

Feedback you provide about the Services may be used by ByteMechanix without obligation or compensation.

6. Confidentiality #

Each party may receive confidential information from the other. The receiving party agrees to: (a) protect such information using the same care it uses to protect its own confidential information (and in no event less than reasonable care); (b) use such information only as necessary to perform under these Terms; and (c) not disclose such information except to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations at least as protective as these.

7. Privacy and Data Protection #

Our collection and use of personal information is governed by our Privacy Policy. For Customer Data containing personal information processed on your behalf, our Data Processing Addendum (BMX-LEG-001) applies and is incorporated by reference.

Customers using ComplyIQ or other Services to process student records are responsible for their own compliance with FERPA and applicable state student privacy laws. ByteMechanix supports this compliance as described in our FERPA Notice and DPA.

8. Service Availability and Modifications #

We strive to provide reliable, available Services and target 99.5% monthly uptime for production environments, exclusive of scheduled maintenance. Specific service-level commitments, if any, are set forth in your Order Form or signed agreement.

We may modify, update, or discontinue features of the Services at any time. We will provide reasonable advance notice of material changes that adversely affect functionality. Continued use after such changes constitutes acceptance.

9. Term and Termination #

These Terms remain in effect while you use the Services. Either party may terminate for convenience by providing written notice in accordance with the applicable subscription terms.

Either party may terminate immediately for cause if the other party materially breaches these Terms and fails to cure within 30 days of written notice.

Upon termination:

• Your right to access the Services ends
• Outstanding fees become immediately due
• We will make Customer Data available for export for 30 days, after which we may delete it in accordance with our Data Retention Policy
• Sections that by their nature should survive (including IP, confidentiality, indemnification, limitations of liability, and dispute resolution) will survive

10. Disclaimers #

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED.

ByteMechanix Services are tools to support your compliance, security, and operational programs; they do not constitute legal, regulatory, or professional advice. You are responsible for your own compliance determinations.

11. Limitation of Liability #

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BYTEMECHANIX'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO BYTEMECHANIX IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

IN NO EVENT WILL BYTEMECHANIX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, our liability will be limited to the maximum extent permitted by law.

12. Indemnification #

You agree to defend, indemnify, and hold harmless ByteMechanix, its officers, members, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Services in violation of these Terms; (b) your Customer Data; (c) your violation of any law or third-party right.

13. Governing Law and Dispute Resolution #

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws principles.

Any dispute arising out of or related to these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in Brazos County, Texas (or remotely by mutual agreement). Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Either party may seek injunctive relief in a court of competent jurisdiction in Texas for misuse of intellectual property or confidential information.

To the extent any dispute is not subject to arbitration, the parties consent to the exclusive jurisdiction of state and federal courts located in Brazos County, Texas.

Class action waiver: disputes will be resolved on an individual basis. You agree to waive any right to participate in class actions or representative proceedings.

14. Miscellaneous #

Entire agreement: these Terms, together with any signed agreement, Order Form, Privacy Policy, and DPA, constitute the entire agreement between the parties.

Assignment: you may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

Severability: if any provision is held unenforceable, the remaining provisions will remain in effect.

Waiver: failure to enforce any provision is not a waiver of that or any other provision.

Force majeure: neither party is liable for delays or failures due to causes beyond reasonable control.

Notices: notices to ByteMechanix should be sent to legal@bytemechanix.co. Notices to you may be sent to the email on file with your account.

15. Contact #

Legal: legal@bytemechanix.co Sales: sales@bytemechanix.co Support: support@bytemechanix.co Mailing address: ByteMechanix LLC, [Registered Texas Address]