Terms & Conditions
Introduction
These Terms of Service (the “Agreement”) govern your receipt, access to, and use of the services provided by Ryklen (“Ryklen”). By (a) purchasing access to the Service through an online ordering process that references this Agreement, (b) signing up for an account and receiving initial credits for free access to the Service, or (c) clicking a box indicating acceptance, you agree to be bound by the terms of this Agreement. The individual accepting this Agreement does so on behalf of a company or other legal entity (“Customer”); such an individual represents and warrants that they have the authority to bind such entity to this Agreement. If the individual accepting this Agreement does not have such authority, or if the entity does not agree with these terms and conditions, such an individual must not accept this Agreement and may not use the Services. Capitalized terms have the meanings set forth herein. The parties agree as follows:
1. The Service
1.1 Service Description
Ryklen provides a cloud-based artificial intelligence service offering AI agents for customer support, sales, and user engagement (the “Service”). Anything the Customer (including Users) configures, customizes, uploads, or otherwise utilizes through the Service is considered a “User Submission.” The Customer is solely responsible for all User Submissions it contributes to the Service. Additional terms regarding User Submissions, including ownership, are in Section 8.2 below. The Service may include templates, scripts, documentation, and other materials that assist the Customer in using the Service (“Ryklen Content”). Customers will not receive or have access to the underlying code or software of the Service (collectively, the “Software”) nor receive a copy of the Software itself.
1.2 Customer’s Usage
Subject to the terms of this Agreement, the Customer has the right to access and use the Service under a usage-based model. Upon registration, the Customer receives 100 free credits, which can be used to access and interact with the Service. If the Customer requires additional usage, they may purchase more credits. Use of and access to the Service is permitted only for individuals authorized by the Customer and solely for Customer’s own internal business purposes, not for the benefit of any third party (“Users”).
1.3 Ryklen’s Ownership
Ryklen owns the Service, Software, Ryklen Content, Documentation, and anything else provided by Ryklen to the Customer (collectively, the “Ryklen Materials”). Ryklen retains all rights, title, and interest (including all intellectual property rights) in and to the Ryklen Materials, all related and underlying technology, and any updates, enhancements, modifications, or fixes thereto, as well as all derivative works of or modifications to any of the foregoing. No implied licenses are granted under this Agreement, and any rights not expressly granted to the Customer are reserved by Ryklen.
1.4 Permissions
The Service includes customizable settings allowing Users to grant permissions to other Users to perform various tasks within the Service (“Permissions”). It is solely the Customer's responsibility to set and manage all Permissions, including determining which Users can set such Permissions. Accordingly, Ryklen has no responsibility for managing Permissions and no liability for Permissions set by the Customer and its Users.
2. Restrictions
2.1 Customer’s Responsibilities
The Customer is responsible for all activity on its account and those of its Users, except where such activity results from unauthorized access due to vulnerabilities in the Service itself. The Customer will ensure its Users are aware of and comply with the obligations and restrictions in this Agreement, bearing responsibility for any breaches by a User.
2.2 Customer’s Responsibilities
The Customer agrees not to, and not to permit Users or third parties to, directly or indirectly: (a) modify, translate, copy, or create derivative works based on the Service; (b) reverse engineer, decompile, or attempt to discover the source code or underlying ideas of the Service, except as permitted by law; (c) sublicense, sell, rent, lease, distribute, or otherwise commercially exploit the Service; (d) remove proprietary notices from the Service; (e) use the Service in violation of laws or regulations; (f) attempt unauthorized access to or disrupt the Service; (g) use the Service to support products competitive to Ryklen; (h) test the Service's vulnerability without authorization. If the Customer’s use of the Service significantly harms Ryklen or the Service’s security or integrity, Ryklen may suspend access to the Service, taking reasonable steps to notify the Customer and resolve the issue promptly.
2.3 API Access Restrictions
Ryklen may provide access to APIs as part of the Service. Ryklen reserves the right to set and enforce usage limits on the APIs, and the Customer agrees to comply with such limits. Ryklen may also suspend or terminate API access at any time.
3. Third-Party Services
The Service may interface with third-party products, services, or applications that are not owned or controlled by Ryklen (“Third-Party Services”). Customers have the discretion to utilize these Third-Party Services in conjunction with our Service. Should the integration of the Service with any Third-Party Service require, Customers will be responsible for providing their login information to Ryklen solely for the purpose of enabling Ryklen to deliver its Service. Customers affirm that they have the authority to provide such information without violating any terms and conditions governing their use of the Third-Party Services. Ryklen does not endorse any Third-Party Services. Customers acknowledge that this Agreement does not cover the use of Third-Party Services, and they may need to enter into separate agreements with the providers of these services. Ryklen expressly disclaims all representations and warranties concerning Third-Party Services. Customers must direct any warranty claims or other disputes directly to the providers of the Third-Party Services. The use of Third-Party Services is at the Customer's own risk. Ryklen shall not be liable for any issues arising from the use or inability to use Third-Party Services.
4. Financial Terms
4.1 Fees
Customers are required to purchase additional credits to continue using the Service after exhausting the initial 100 free credits. All Fees will be charged in the currency stated in the applicable order or, if no currency is specified, in U.S. dollars. Payment obligations are non-cancellable and, except as explicitly stated in this Agreement, Fees are non-refundable. Ryklen reserves the right to modify its Fees or introduce new fees at its discretion.
4.2 Payment
The Customer agrees not to, and not to permit Users or third parties to, directly or indirectly: (a) modify, translate, copy, or create derivative works based on the Service; (b) reverse engineer, decompile, or attempt to discover the source code or underlying ideas of the Service, except as permitted by law; (c) sublicense, sell, rent, lease, distribute, or otherwise commercially exploit the Service; (d) remove proprietary notices from the Service; (e) use the Service in violation of laws or regulations; (f) attempt unauthorized access to or disrupt the Service; (g) use the Service to support products competitive to Ryklen; (h) test the Service's vulnerability without authorization. If the Customer’s use of the Service significantly harms Ryklen or the Service’s security or integrity, Ryklen may suspend access to the Service, taking reasonable steps to notify the Customer and resolve the issue promptly.
4.3 Taxes
Fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes, imposed by any jurisdiction (collectively, "Taxes"). Customers are responsible for paying all Taxes associated with their purchases. If Ryklen is obligated to pay or collect Taxes for which the Customer is responsible, Ryklen will invoice the Customer for such Taxes unless the Customer provides Ryklen with a valid tax exemption certificate authorized by the appropriate taxing authority beforehand. For clarity, Ryklen is solely responsible for taxes based on its income, property, and employees.
4.4 Failure To Pay
If a Customer fails to pay any Fees when due, Ryklen may suspend access to the Service until overdue amounts are paid. Ryklen is authorized to attempt charging the Customer's payment method multiple times if an initial charge is unsuccessful. If a Customer believes they have been incorrectly billed, they must contact Ryklen within sixty (60) days from the first billing statement showing the error to request an adjustment or credit. Upon receiving a dispute notice, Ryklen will review and provide the Customer with a written decision, including evidence supporting this decision. If it is determined that the billed amounts are due, the Customer must pay these amounts within ten (10) days of receiving Ryklen’s written decision.
5. Term and Termination
5.1 Agreement Term
Access to and use of Ryklen's Service ("Service") begins when the Customer registers an account and receives initial credits. The Agreement remains in effect as long as the Customer has credits available for use or continues to purchase additional credits. Since Ryklen operates on a usage-based model, there is no subscription renewal process, and Customers may continue using the Service as long as they have available credits. If the Customer ceases to purchase credits or exhausts their credits without further purchases, their access to the Service will be suspended until additional credits are acquired.
If this Agreement is terminated by either party, it will automatically terminate all outstanding rights to use the Service.
5.2 Termination
Either party may terminate this Agreement with written notice to the other party if the other party materially breaches this Agreement and such breach is not cured within thirty (30) days after receipt of such notice. Ryklen may terminate a Customer’s access to the Service immediately upon notice if the Customer violates any use restrictions, fails to make a required payment, or engages in fraudulent or illegal activity related to the Service.
5.3 Effect of Termination
If the Customer terminates this Agreement due to an uncured breach by Ryklen, Ryklen will refund any unused, prepaid Fees for the remaining credits in the Customer’s account. If Ryklen terminates this Agreement due to an uncured breach by the Customer, the Customer will remain responsible for any unpaid Fees owed to Ryklen. No termination will relieve the Customer of the obligation to pay for any credits purchased before the effective date of termination.
Upon termination, all rights and licenses granted by Ryklen will cease immediately, and the Customer will lose access to the Service. Within thirty (30) days of termination for cause, upon the Customer’s request, or if the Customer deletes their account, Ryklen will delete the Customer’s User Information, including passwords, files, and submissions, unless an earlier deletion is requested in writing. If a Customer's account remains inactive for more than one (1) year, Ryklen may delete all associated User Submissions and User Information.
5.4 Survival
Sections titled “Ryklen’s Ownership,” “Third-Party Services,” “Financial Terms,” “Term and Termination,” “Warranty Disclaimer,” “Limitation of Liability,” “Confidentiality,” “Data” and “General Terms” will survive any termination or expiration of this Agreement.
6. Warranties and Disclaimers
6.1 Warranties
Customers represent and warrant that all User Submissions submitted by Users comply with all applicable laws, rules, and regulations.
6.2 Warranty Disclaimer
EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND RYKLEN EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMERS ACKNOWLEDGE THAT RYKLEN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
7. Limitation of Liability
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, RYKLEN WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON THE USE OR ACCESS, INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICE, LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR GOODWILL, DATA CORRUPTION, OR SYSTEM FAILURES, REGARDLESS OF THE LEGAL THEORY. FURTHER, RYKLEN'S TOTAL LIABILITY WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER RYKLEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
8. Confidentiality
8.1 Definition
Each party (the “Receiving Party”) recognizes that the other party (the “Disclosing Party”) may share business, technical, or financial information pertaining to the Disclosing Party’s operations that, due to the nature of the information and the context of disclosure, is reasonably considered confidential (“Confidential Information”). For Ryklen, Confidential Information includes non-public details about features, functionality, and performance of the Service. For Customers, Confidential Information comprises User Information and User Submissions. This Agreement, along with all related Orders, is considered Confidential Information of both parties. However, Confidential Information does not include information that:
(a) becomes publicly available without breaching any duty to the Disclosing Party;
(b) was known to the Receiving Party before disclosure by the Disclosing Party without breaching any duty;
(c) is received from a third party without breaching any duty; or
(d) was independently developed by the Receiving Party without using the Disclosing Party’s Confidential Information.
8.2 Protection and Use of Confidential Information
The Receiving Party must:
(a) protect the Disclosing Party’s Confidential Information with at least the same degree of care it uses for its own similar information, but no less than a reasonable level of care;
(b) restrict access to Confidential Information to personnel, subcontractors, agents, consultants, legal advisors, financial advisors, and contractors (“Representatives”) who need this information in relation to this Agreement and who are bound by confidentiality obligations similar to those in this Agreement;
(c) not disclose any Confidential Information to third parties without prior written consent from the Disclosing Party, except as expressly stated herein; and
(d) use the Confidential Information solely to fulfill obligations under this Agreement.
This does not prevent sharing of Agreement terms or the other party’s name with potential investors or buyers under standard confidentiality terms.
8.3 Compelled Access or Disclosure
If required by law, the Receiving Party may access or disclose the Disclosing Party’s Confidential Information, provided that it notifies the Disclosing Party in advance (when legally permissible) and offers reasonable assistance, at the Disclosing Party's expense, if the Disclosing Party wants to contest the disclosure.
8.4 Feedback
Customers may occasionally offer feedback on the Service (“Feedback”). Ryklen may choose to incorporate this Feedback into its services. Customers grant Ryklen a royalty-free, worldwide, perpetual, irrevocable, fully transferable, and sublicensable license to use, disclose, modify, create derivative works from, distribute, display, and exploit any Feedback as Ryklen sees fit, without any obligation or restriction, except for not identifying the Customer as the source of Feedback.
9. Data
9.1 User Information
Customers and their Users must provide information such as names, email addresses, usernames, IP addresses, browsers, and operating systems (“User Information”) to access the Service. Customers authorize Ryklen and its subcontractors to store, process, and retrieve User Information as part of the Service usage. Customers guarantee that they have the necessary rights to provide User Information to Ryklen for processing as described in this Agreement. Customers are liable for their User Information and any unauthorized use of their credentials.
9.2 User Submissions
Customers grant Ryklen a non-exclusive, worldwide, royalty-free, transferable license to use, process, and display User Submissions solely to provide the Service. Beyond the rights granted here, Customers retain all rights to User Submissions, with no implied licenses under this Agreement.
9.3 Service Data
Ryklen collects data on Service performance and operation (“Service Data”) as Customers use the Service. Provided Service Data is aggregated and anonymized, without disclosing any personal information, Ryklen can use this data freely. Ryklen owns all rights to Service Data but will not identify Customers or Users as its source.
9.4 Feedback
Ryklen maintains reasonable security practices to protect Customer Data, including User Submissions and User Information. Nonetheless, Customers are responsible for securing their own systems and data. Ryklen processes all Customer Data in accordance with applicable data protection laws and industry best practices.
10. General Terms
10.1 Publicity
With prior written consent from the Customer, Ryklen is allowed to identify the Customer and use and display the Customer’s name, logo, trademarks, or service marks on Ryklen’s website and in Ryklen’s marketing materials. This will help in demonstrating the clientele and user base of Ryklen without compromising any confidential information or privacy rights of the Customer.
10.2 Force Majeure
Ryklen shall not be liable for any failure or delay in performing its obligations hereunder caused by events beyond its reasonable control, including but not limited to failures of third-party hosting or utility providers, strikes (excluding those involving Ryklen’s employees), riots, fires, natural disasters, wars, terrorism, or government actions. These circumstances provide a shield for Ryklen against unforeseen events that prevent it from fulfilling its service obligations.
10.3 Changes
Ryklen acknowledges that its service is an evolving, usage-based product. To enhance customer experience, Ryklen reserves the right to make modifications to the Service. However, Ryklen commits to not materially reducing the core functionality provided to Customers. Furthermore, Ryklen may modify the terms of this Agreement unilaterally, provided that Customers are notified at least thirty (30) days before such changes take effect, with changes posted prominently, for example, on the Ryklen website terms page.
10.4 Relationship of the Parties
This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between Ryklen and the Customer. Both parties are independent contractors, maintaining their respective operations and autonomy while cooperating under the terms laid out in this Agreement.
10.5 No Third-Party Beneficiaries
This Agreement is strictly between Ryklen and the Customer. It is not intended to benefit any third party, nor shall any third party have the right to enforce any of its terms, directly or indirectly. This clause clarifies the intended scope of the Agreement, limiting obligations and benefits to the parties involved.
10.6 Email Communications
Notices under this Agreement will be communicated via email, although Ryklen may choose to provide notices through the Service instead. Notices to Ryklen must be directed to a designated Ryklen email, while notices to Customers will be sent to the email addresses provided by them through the Service. Notices are considered delivered the next business day after emailing or the same day if provided through the Service.
10.7 Amendment and Waivers
No modifications to this Agreement will be effective unless in writing and signed or acknowledged by authorized representatives of both parties. Neither party's delay or failure to exercise any right under this Agreement will be deemed a waiver of that right. Waivers must also be in writing and signed by the party granting the waiver.
10.8 Severability
Should any provision of this Agreement be found unlawful or unenforceable by a court, it will be modified to the minimum extent necessary to make it lawful or enforceable, while the remaining provisions continue in full effect. This clause ensures the Agreement remains operational even if parts of it are modified or removed.
10.9 Assignment
Neither party may assign or delegate their rights or obligations under this Agreement without the other party's prior written consent, except that Ryklen may do so without consent in cases of mergers, acquisitions, corporate reorganizations, or sales of substantially all assets. Any unauthorized assignment will be void. This Agreement binds and benefits the parties, their successors, and permitted assigns.
10.10 Governing Law and Venue
This Agreement will be governed by the laws of Poland, excluding its conflict of laws principles. Disputes arising under this Agreement will be resolved in the state or federal courts in Warsaw, Poland, to which both parties consent to jurisdiction and venue. There is a waiver of any right to a jury trial for disputes arising under this Agreement. The prevailing party in any enforcement action is entitled to recover its reasonable costs and attorney fees.
10.11 Entire Agreement
This Agreement, including any referenced documents and Orders, constitutes the full agreement between Ryklen and the Customer, superseding all prior discussions, agreements, and understandings of any nature. This ensures clarity and completeness in the mutual expectations and obligations of the parties involved.
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