Terms of Service and Subscription Agreement

These Terms of Service and Subscription Agreement (“Agreement”) are entered into between the person or legal entity accessing or using the Zyclopps platform (“Customer,” “User,” or “you”) and Digital Warehouses of America, including its affiliates, owners, officers, employees, contractors, agents, and the Zyclopps platform (“Company,” “Zyclopps,” “we,” “us,” or “our”).

By creating an account, clicking “I Agree,” purchasing a subscription, or accessing or using the platform, you acknowledge that:

• You have read and understood this Agreement;
• You agree to be legally bound by this Agreement;
• You agree to the Zyclopps Privacy Notice and Acceptable Use requirements;
• You are authorized to enter into this Agreement; and
• If you act for a company or other organization, you have authority to bind that organization.

If you do not agree, you may not create an account or use the platform.

The electronic acceptance of this Agreement is intended to have the same legal effect as a handwritten signature to the maximum extent permitted by law.

To use certain features, you must create an account and provide accurate, complete, and current information.

You agree to:

• Maintain accurate account and billing information;
• Keep your login credentials confidential;
• Not share your account with unauthorized persons;
• Promptly notify us of suspected unauthorized access;
• Maintain appropriate security for your devices and networks; and
• Accept responsibility for activity performed through your account.

We may refuse registration, restrict access, or require additional verification when reasonably necessary to protect the platform, users, or Company.

Each user must create a password containing at least 12 characters, including all of the following:

• At least one uppercase letter;
• At least one lowercase letter;
• At least one number; and
• At least one special character.

Users may not use obvious, commonly breached, or previously compromised passwords. Users must not reuse platform passwords for other services.

We may require password changes, multifactor authentication, identity verification, or other security measures. Users must immediately report suspected credential compromise, unauthorized access, malware, or security incidents.

We may temporarily suspend an account when reasonably necessary to investigate or prevent unauthorized access, fraud, abuse, or security threats.

Subject to payment of applicable fees and compliance with this Agreement, we grant Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the platform during the applicable subscription period.

Customer may use the platform only for lawful internal business purposes and only in accordance with this Agreement, the selected subscription plan, applicable laws and regulations, the Privacy Notice, and the Acceptable Use Policy.

Customer may not:

• Resell, lease, sublicense, or provide unauthorized access to the platform;
• Copy, modify, or create derivative works of the platform;
• Reverse engineer, decompile, or attempt to discover source code;
• Circumvent security or usage limits;
• Scrape or harvest platform data without written permission;
• Introduce malware, viruses, or harmful code;
• Interfere with platform operations;
• Use the platform to violate another person’s rights;
• Use the platform for unlawful, fraudulent, deceptive, abusive, or harmful activity; or
• Use the platform to build a competing product or service.

Customer is solely responsible for all activities conducted through its account, including activities by its employees, agents, contractors, representatives, clients, authorized users, and anyone who gains access through Customer’s credentials.

Customer is solely responsible for:

• Information uploaded to the platform;
• Decisions made using information or features provided by the platform;
• Communications sent through the platform;
• Transactions, contracts, offers, representations, and commitments;
• Compliance with laws applicable to Customer’s business;
• Obtaining all required consents and permissions;
• Verifying the accuracy of data; and
• The acts and omissions of its users and representatives.

Digital Warehouses of America and Zyclopps do not control, supervise, direct, approve, or endorse Customer’s business activities. We are not responsible for Customer’s professional, financial, lending, insurance, real-estate, employment, marketing, legal, or other decisions or conduct.

The platform may provide software tools, workflow features, information, communications, calculations, automation, or other functionality. Unless expressly stated in a written agreement, it does not provide legal, financial, tax, lending, insurance, real-estate, investment, accounting, employment, medical, or other professional advice.

Customer is responsible for obtaining appropriate professional advice and independently verifying information before relying on it.

We do not guarantee that use of the platform will produce a particular business, financial, legal, regulatory, or operational result.

Customer agrees to pay all subscription charges, usage fees, setup fees, and other charges shown at enrollment or in an applicable order form.

Unless otherwise stated:

• Fees are billed in advance;
• Subscriptions may automatically renew for the same subscription period;
• Customer authorizes us or our payment processor (Stripe) to charge the selected payment method;
• Customer is responsible for applicable taxes, excluding taxes based on our net income; and
• Fees are non-refundable except where required by law or expressly stated in writing.

Customer must maintain a valid payment method, and must promptly update expired, invalid, or declined payment information.

If a subscription payment is not received when due, we may:

• Notify Customer of the missed payment;
• Restrict features;
• Suspend or disconnect the account;
• Charge lawful late fees or collection costs;
• Terminate the subscription; and
• Pursue amounts legally owed.

We may suspend access immediately when reasonably necessary to address security risks, unlawful activity, abuse, fraud, or material violation of this Agreement.

Suspension or termination does not eliminate Customer’s obligation to pay amounts already incurred.

After suspension or termination for nonpayment, Customer may have a limited period to restore the account by paying all past-due amounts and applicable charges.

Unless a different period is stated in an order form, we may delete Customer’s account, content, and associated information 30 days after termination or disconnection.

After deletion, information may not be recoverable. We may retain limited information where reasonably necessary for legal or regulatory compliance, fraud prevention, security investigations, resolving disputes, accounting and tax records, enforcing this Agreement, or protecting the rights, safety, and property of Company or others.

We may also retain encrypted backup copies for a reasonable backup-retention period before permanent overwriting. We are not responsible for data loss resulting from termination, suspension, deletion, user error, failed payment, or Customer’s failure to export data.

Customer is responsible for exporting or obtaining copies of its information before termination.

“Customer Data” means information, files, records, text, communications, documents, or other material submitted to the platform by or for Customer.

Customer retains its ownership rights in Customer Data. Customer grants us a limited license to host, process, transmit, display, reproduce, and use Customer Data as reasonably necessary to provide and maintain the platform, process transactions and requests, provide customer support, prevent fraud, abuse and security threats, improve platform performance, comply with law, and enforce this Agreement.

Customer represents that it has all rights, permissions, notices, and consents required to provide Customer Data to us and permit us to process it.

Customer must not upload information that it is prohibited from sharing or that requires special legal protections unless we have expressly agreed in writing to support that information.

Customer agrees not to pursue claims against our owners, officers, directors, employees, contractors, agents, affiliates, service providers, and representatives for Customer’s conduct, Customer Data, unauthorized account use, or use of the platform, except to the extent liability cannot legally be excluded.

Customer is responsible for ensuring that its employees, contractors, agents, and users comply with this Agreement.

The platform may integrate with or depend on third-party services, including payment processors, hosting providers, communication services, analytics providers, authentication services, and other technology providers.

We are not responsible for the availability, security, content, policies, or performance of third-party services. Customer’s use of third-party services may be subject to separate terms and privacy policies.

The platform, including its software, design, code, workflows, trademarks, logos, documentation, databases, and content supplied by us, is owned by or licensed to Digital Warehouses of America and is protected by applicable intellectual-property laws.

Except for the limited access rights expressly granted in this Agreement, no rights are transferred to Customer.

Customer may provide suggestions or feedback. Customer grants us the right to use feedback without compensation or obligation, provided that we do not publicly identify Customer without permission.

We may modify, update, suspend, or discontinue features. We may also perform maintenance that temporarily affects availability.

We do not guarantee uninterrupted, error-free, or secure operation at all times. Internet services, communications networks, hosting systems, and third-party providers may experience outages or delays beyond our control.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZYCLOPPS IS PROVIDED “AS IS” AND “AS AVAILABLE.”

COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, AND RESULTS.

COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR SUITABLE FOR CUSTOMER’S PARTICULAR BUSINESS OR LEGAL REQUIREMENTS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DIGITAL WAREHOUSES OF AMERICA, ZYCLOPPS, AND THEIR OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR USE OF OR INABILITY TO USE THE PLATFORM, WHETHER BASED ON CONTRACT, TORT, OR ANOTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF COMPANY AND ALL PERSONS PROTECTED UNDER THIS AGREEMENT, COLLECTIVELY, FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER FOR THE AFFECTED SERVICE DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM. FOR A SERVICE PROVIDED WITHOUT CHARGE, THE AGGREGATE LIMIT IS US $100.

These limits apply collectively, not separately to each defendant or claim. Nothing in this Agreement excludes or limits liability for fraud, willful misconduct, gross negligence, or any liability or statutory remedy that applicable law prohibits excluding or limiting. Nonwaivable consumer and privacy rights remain unaffected. These exceptions apply to all releases, disclaimers, indemnities, and limitations in this Agreement, including Sections 5, 9, 11, 12, and 15. We remain responsible for our own obligations under applicable law.

To the extent permitted by law, Customer will defend, indemnify, and hold harmless Digital Warehouses of America and its owners, officers, directors, employees, contractors, agents, and affiliates from third-party claims, damages, judgments, settlements, and reasonable legal costs arising from Customer Data that infringes another person’s rights; Customer’s unlawful conduct; Customer’s material breach of this Agreement; or communications, instructions, or transactions initiated by Customer or its authorized users through the platform.

This obligation does not apply to the extent a claim results from an indemnified person’s breach of this Agreement, negligence, fraud, willful misconduct, or violation of law. It does not shift our independent statutory duties to Customer.

We must promptly notify Customer of a claim, provide reasonable cooperation at Customer’s expense, and allow Customer to control the defense using reasonably acceptable counsel. Delayed notice reduces Customer’s obligations only to the extent it materially prejudices the defense. We may participate with separate counsel at our own expense, except where an actual conflict reasonably requires separate representation. Customer may not settle a claim in a way that admits wrongdoing by, imposes nonmonetary obligations on, or fails to fully release an indemnified person without that person’s prior written consent. We may take reasonable protective steps if Customer fails to provide an adequate defense after notice.

Each party will protect the other party’s nonpublic business, technical, and financial information with reasonable care, use it only to perform or exercise rights under this Agreement, and disclose it only to persons with a need to know who are subject to appropriate confidentiality duties. Customer Data is Customer’s confidential information.

These duties do not apply to information independently developed, lawfully obtained without confidentiality restrictions, already lawfully known, or publicly available without breach. Legally compelled disclosure is permitted, with advance notice where lawful and reasonably practicable and disclosure limited to what is required.

Where we process personal information on Customer’s behalf, an applicable written Data Processing Addendum must address required processing instructions, confidentiality, security, subprocessors, assistance with individual rights, incident notification, international transfers, and return or deletion. Nothing in the Customer Data license overrides applicable privacy law or an executed Data Processing Addendum. Platform improvement does not independently authorize unrelated use of identifiable Customer Data or training general-purpose AI models on that data.

If enabled, automation and AI features may produce incomplete, inaccurate, or unsuitable results. Customer must review outputs and configure appropriate permissions, spending limits, recipient restrictions, and human approvals before consequential actions. Customer is responsible for the instructions and permissions it supplies; we remain responsible for our own legal and contractual duties.

Customer must not use the platform for unlawful discrimination, unlawful surveillance, impersonation, unsolicited unlawful communications, or decisions restricted by applicable law. Customer must obtain required messaging and recording consents, honor unsubscribe and suppression requests, and comply with applicable marketing, telemarketing, intellectual-property, and data-protection laws.

Use involving protected health information, regulated financial records, biometric identification, credit eligibility, employment screening, or similarly regulated activities requires our express written approval and any necessary contractual and technical safeguards. Availability of a feature is not a representation that it meets a sector-specific regulatory requirement.

Before Customer authorizes a paid subscription, we will display the price, billing frequency, subscription period, applicable trial end date, renewal terms, cancellation method, and material nonpayment and deletion consequences. Recurring charges require affirmative authorization.

Customer may cancel future renewals from Settings → Plan in the app, or by contacting support@digitalwarehouses.com. Cancellation takes effect at the end of the current paid subscription period unless applicable law or an order form requires otherwise. We will confirm cancellation. Charges already incurred remain payable, subject to mandatory refund rights. Cancellation remains accessible when platform access is suspended.

We will give advance notice of price changes and other material renewal changes and obtain renewed consent when legally required. A price increase applies no earlier than the next renewal following the applicable notice period. Required renewal reminders and trial notices will be provided under applicable law. A disputed charge does not waive either party’s statutory rights.

Customer may terminate by canceling and requesting account closure. We may terminate for unpaid fees or material breach after any notice and opportunity to cure required by law or the applicable order form. Immediate protective suspension remains available under Section 8. When reasonably practicable and lawful, we will identify the reason, steps to restore access, and applicable deletion date.

Access rights end upon termination. Customer must cease using the platform. The data rules in Section 9 apply. A suspension is not a promise to retain data indefinitely, and payment after deletion does not guarantee restoration. We will provide an authenticated route to request an available export before the stated deletion date, subject to lawful security restrictions and any agreed export limitations.

We will stop or revoke platform-controlled scheduled jobs, sessions, and access tokens as appropriate upon disconnection. Customer remains responsible for separately canceling services it purchased directly from third parties.

Payment obligations already incurred, ownership, confidentiality, applicable indemnities, liability limitations, dispute provisions, and lawful record-retention obligations survive termination as necessary to give them effect.

This Agreement is governed by the laws of to be confirmed, excluding its conflict-of-laws rules. Subject to mandatory legal rights and jurisdiction requirements, disputes will be brought in the competent courts located in to be confirmed.

Before filing suit, the parties will attempt in good faith to resolve a dispute for 30 days following written notice. This does not prevent urgent protective relief, extend or shorten statutory deadlines, or restrict complaints to regulators. No binding arbitration requirement, class-action waiver, or jury-trial waiver is created by this draft.

Customer and Company are independent parties. No employment, partnership, agency, fiduciary relationship, or joint venture is created. The contracting service provider is Digital Warehouses of America; Zyclopps is the platform name. The persons protected under Sections 11, 16, and 17 are intended third-party beneficiaries of those protections, subject to the stated exceptions, and may enforce them. This does not make each employee or contractor a separate service provider or excuse personal misconduct that cannot lawfully be released.

Neither party is responsible for delay caused by events beyond its reasonable control, provided it takes reasonable mitigation steps. This does not excuse amounts already owed or mandatory security, privacy, or notification duties.

Customer may not assign this Agreement without our written consent, not to be unreasonably withheld. We may assign it in connection with a merger, reorganization, or sale of the relevant business, subject to applicable law and continued protection of personal information.

Failure to enforce a provision is not a waiver. If a provision is unenforceable, the remaining provisions continue to the extent permitted by law. This Agreement and applicable signed order forms and addenda constitute the agreement concerning the services. A signed order form overrides conflicting commercial terms only where expressly stated; a Data Processing Addendum controls conflicting personal-data processing terms. Mandatory law always controls.

We will notify Customer of material amendments before they take effect and obtain affirmative acceptance where required. Amendments do not retroactively remove accrued rights. Customers may retain or download the version accepted at enrollment.

Digital Warehouses of America

• Legal entity type and registration jurisdiction: Inc.
• Business mailing address: 6200 Metrowest Blvd, Suite 204, Orlando, FL 32835
• Legal notices: support@digitalwarehouses.com
• Billing and cancellation: support@digitalwarehouses.com
• Privacy and security reports: privacy@digitalwarehouses.com

We may send account and legal notices to Customer’s registered email address or through the platform where permitted by law. Formal legal service remains subject to applicable law.