Nyckel's Terms of Service

Last Updated: June 26, 2024

If you signed a separate Cover Page to access the Product with the same account, and that agreement has not ended, the terms below do not apply to you. Instead, your separate Cover Page applies to your use of the Product. This Agreement is between Nyckel, Inc. and the company or person accessing or using the Product. This Agreement consists of: (1) the Order Form below and (2) the Framework Terms defined below.

If you are accessing or using the Product on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company. By signing up, accessing, or using the Product, Customer indicates its acceptance of this Agreement and agrees to be bound by the terms and conditions of this Agreement.

Cover Page

Order Form

Framework Terms: This Order Form incorporates and is governed by the Framework Terms that are made up of the Key Terms below and the Common Paper Cloud Service Agreement Standard Terms Version 2.0, which are incorporated by reference. Any modifications to the Standard Terms made in the Cover Page will control over conflicts with the Standard Terms. Capitalized words have the meanings given in the Cover Page or the Standard Terms.

Cloud Service: Nyckel is a cloud-based Machine Learning (ML) platform that trains, deploys, monitors, and continuously improves ML models.

Order Date: The Effective Date

Subscription Period: 1 month(s) Certain parts of the Product have different pricing plans. Customer will pay Provider the applicable Fees based on the Product tier and Customer’s usage. Provider may update Product pricing by giving at least 30 days notice to Customer (including by email or notification within the Product), and the change will apply in the next Subscription Period.

Payment Process: Automatic payment: Customer authorizes Provider to bill and charge Customer’s payment method on file Monthly for immediate payment or deduction without further approval.

Non-Renewal Notice Period: At least 30 days before the end of the current Subscription Period.

Key Terms

Customer: The company or person who accesses or uses the Product. If the person accepting this Agreement is doing so on behalf of a company, all use of the word “Customer” in the Agreement will mean that company.

Provider: Nyckel, Inc.

Effective Date: The date Customer first accepts this Agreement.

Governing Law: The laws of the State of Delaware

Chosen Courts: The state or federal courts located in Delaware

Covered Claims:

Provider Covered Claims: Any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights.

Customer Covered Claims: Any action, proceeding, or claim that (1) the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights; or (2) results from Customer’s breach or alleged breach of Section 2.1 (Restrictions on Customer).

General Cap Amount: The fees paid or payable by Customer to provider in the 12 month period immediately before the claim

Notice Address: For Provider: support@nyckel.com For Customer: The main email address on Customer’s account Attachments and Supplements

Security Policy: Provider will use commercially reasonable efforts to secure the Cloud Service from unauthorized access, alteration, or use and other unlawful tampering. Provider will maintain annually updated reports or annual certifications of compliance with the following: Penetration Testing and SOC2 Type I

Changes to the Standard Terms

Training Data and ML Models

Modifying Section 1.6 of the Standard Terms:

Nyckel is a service that trains custom Machine Learning (ML) models for our Customers based on training data provided by the Customer. Any and all training data provided by the Customer to Nyckel will be used exclusively for the purpose of training ML models for the Customer’s specific use. Nyckel commits to maintaining the confidentiality and exclusivity of the Customer’s training data, ensuring that it will not be used to train models for any other party.

In the course of training ML models, Nyckel evaluates a variety of training methodologies to ascertain the optimal approach for the Customer’s data. This evaluation may involve the engagement of third-party AI APIs. In such instances, Nyckel assumes full responsibility for ensuring that these third parties adhere to our established security policies, guaranteeing that the Customer’s data is neither used to train models for other clients nor mishandled in any manner inconsistent with this agreement.