By using Valdyr.io, you agree to the following terms:

VALDYR INC. - TERMS OF SERVICE AGREEMENT

1. ACCEPTANCE OF TERMS

Welcome to Valdyr.io. By accessing or using the Valdyr Wayfind service ("Service") provided by Valdyr Inc. ("Valdyr.io"), you ("Customer" or "You" or "the customer") agree to be bound by these Terms of Service ("Agreement"). This Agreement governs your and your authorized users' access to and use of the Service, whether during a free trial or a paid subscription.

By using the Service, you confirm your acceptance of these terms as of the date of such use (the "Effective Date"). If you are entering into this Agreement on behalf of an organization or other legal entity ("Entity"), you agree to these terms for that Entity and affirm that you have the authority to bind the Entity and its affiliates to this Agreement. In this context, "Customer," "You," and "Your" refer to that Entity and its affiliates. If you do not possess such authority or do not agree with these terms, you are not permitted to use or allow the use of the Service.

2. TERMS AND CONDITIONS

2.1 Service Access  

2.1.1 Trial Period   The Service is activated upon the Customer's acceptance of these Terms of Service, initiating a 7-day trial period. This trial allows the Customer to evaluate the Service.

2.1.2 Trial Extension   The trial duration may be extended beyond the initial 7 days based on a mutual agreement between Valdyr.io and the Customer. Any extension will be outlined in a separate agreement.

2.1.3 Access Post-Trial   At the conclusion of the trial period, access to the Service will be revoked unless the Customer enters into a purchase agreement. If a purchase agreement is signed, the Customer's access will continue uninterrupted.

2.1.4 Data Retention   Valdyr.io will retain the Customer's data for a minimum of 90 days following the expiration of the trial period. This retention period allows the Customer ample time to decide on next steps. If the Customer requests earlier removal of their data, Valdyr.io will comply with such a request, provided it does not conflict with legal obligations.

2.1.5 Support During Trial   During the trial period, Valdyr.io will provide reasonable support to assist the Customer in evaluating the Service effectively.

2.1.6 Transition to Paid Subscription   Upon signing a purchase agreement, the Customer will transition to a paid subscription, ensuring continued access to the Service without interruption.

2.1.7 Flexibility in Trial Management   The Service Access section allows for flexibility in trial extensions, accommodating mutual agreements as needed. The trial period commences upon acceptance of these Terms of Service, ensuring accurate counting of the 7-day period.

2.1.8 Data Retention Timing   The 90-day data retention period begins after the trial period ends, including any extensions. This ensures clarity and compliance with data protection regulations.

2.2 Revisions to the Service   Customer acknowledges that Valdyr.io may make revisions or modifications to the Service during the subscription period. Valdyr.io will provide at least 30 days' notice of any changes that may materially alter the user experience. Valdyr.io will not make changes that decrease the effectiveness or security of the Service.

2.3 Support Services   Valdyr.io will provide onboarding and training documentation and up to 5 hours of live training calls at no additional cost. The customer agrees to keep all user contact information up to date.

2.4 Service Use  

2.4.1 Service Requirements   To effectively access and use the Service, the Customer must:

• Have internet access.
• Provide a valid corporate email address.
• Be a corporation or other legal entity organized under the laws of the United States.

2.4.2 User Compliance   The customer is responsible for ensuring that all users comply with this Agreement and for all activities conducted under their account. The customer must ensure that its use of the Service complies with all applicable laws, regulations, and privacy policies.

2.4.3 Access Management   The customer agrees to maintain the confidentiality of all login credentials. Access to the Service is restricted, and the customer agrees not to provide credentials to unauthorized individuals or parties. Authorized individuals or parties are defined as the Customer or its current users.

2.5 Service Term, Auto-Renewal, Refund, and Cancellation Policy  

2.5.1 Service Term   The Service will remain in effect from the Effective Date as long as the Customer has an active Subscription with Valdyr.io, which renews annually unless otherwise agreed.

2.5.2 Auto-Renewal   The subscription will automatically renew annually. The Customer will receive 60 days' advance notice, followed by 30 days' advance notice, and then 2 weeks' advance notice before renewal takes effect.

2.5.3 Cancellation   Either party may cancel the subscription at the end of the current subscription term by providing 30 days' written notice. Notice may be emailed to sales@valdyr.io if the Customer elects to cancel.

2.5.4 Cancellation for Cause   Either party may cancel the subscription and terminate the Customer account by providing written notification of a material breach to the other Party. The breaching Party will have 30 days to cure the breach. This Agreement may also be terminated immediately if the other Party is involved in bankruptcy or insolvency proceedings.

2.5.5 Refunds   Valdyr.io will refund prepaid fees for the remainder of the subscription term if it fails to cure a material breach. No refunds will be provided for other circumstances, including Customer-initiated cancellations.

2.6 Payment  

2.6.1 Subscription Fees   All subscription charges are due in full by the Effective Date unless otherwise agreed upon in the invoice documentation.

2.6.2 Billing Information   The customer will provide accurate billing information and keep these details updated.

2.6.3 Late Payments   Valdyr.io may suspend Customer access if outstanding invoices are not paid within 5 days of written notice.

2.6.4 Subscription Uplift   The customer agrees to a 5% annual subscription uplift.

2.7 Taxes   The customer is responsible for paying all applicable sales tax, use tax, or other taxes imposed on the Service, except for taxes on Valdyr.io's net income.

2.8 Confidentiality   Both Parties agree to safeguard the other's confidential information from unauthorized access, use, or disclosure with at least the same level of care used to protect their own confidential information. Confidential Information may only be disclosed to employees or contractors who need to know and who agree to keep it confidential. This section does not apply to information that is publicly available or becomes public through no fault of the receiving Party.

2.9 Intellectual Property  

2.9.1 Ownership and Rights   All intellectual property rights in and to the Service, including software, algorithms, user interfaces, logos, trademarks, graphics, designs, and documentation, are owned by Valdyr.io or its licensors. Customer acquires no proprietary interest in the Service except for the limited rights granted in this Agreement.

2.9.2 License Grant   Valdyr.io grants Customer a non-exclusive, non-transferable, revocable license to access and use the Service for internal business operations. This license does not include the right to sublicense, sell, or provide the Service to third parties.

2.9.3 Restrictions   Customer shall not:

• Modify, create derivative works, reverse engineer, decompile, or disassemble the Service.
• Use the Service to provide services to third parties.
• Infringe upon or misappropriate any intellectual property rights of Valdyr.io or third parties.

2.9.4 Customer Data   Customer retains all rights to data inputted into the Service ("Customer Data"). Valdyr.io has no rights to Customer Data except as necessary to provide the Service.

2.9.5 Feedback   Any feedback provided by Customer is voluntary and may be used by Valdyr.io without compensation.

2.9.6 Protection of Intellectual Property   Both Parties agree to take reasonable measures to protect the other's intellectual property rights.

2.9.7 Infringement Claims   If the Service is or may be claimed to infringe third-party intellectual property rights, Valdyr.io may modify the Service, obtain a license, or terminate the Agreement.

2.9.8 Trademarks   The customer may use Valdyr.io's trademarks only with permission and as permitted. Valdyr.io will use Customer's trademarks only with permission.

2.10 Information Security  

Valdyr.io is committed to maintaining robust security measures to protect Customer Data. The company employs industry-standard practices to ensure the confidentiality, integrity, and availability of customer data. Below is a high-level overview of Valdyr.io security practices:

2.10.1 Network Architecture   Subnet segregation is used within the AWS infrastructure environment to isolate sensitive data and critical systems from public-facing services, reducing unauthorized access risks.

2.10.2 Encryption   Customer Data is encrypted both at rest and in transit using industry-standard protocols, such as AES-256 and TLS 1.2 or higher.

2.10.3 Access Controls   The principle of least privilege is enforced, granting access based on minimum necessary permissions. Multi-Factor Authentication (MFA) is enforced for all system access.

2.10.4 Backups and Disaster Recovery   Regular backups are performed and stored securely. The corporate disaster recovery plan ensures quick service restoration, minimizing downtime and data loss.

2.10.5 Logging and Monitoring   Comprehensive logs are maintained for login attempts, access requests, and system changes. Real-time monitoring detects and responds to security incidents promptly.

2.10.6 Incident Response   A well-defined incident response plan is in place to address security incidents effectively, including notification to affected customers.

2.10.7 Compliance and Audits   THe company enforces the guidelines and requirements of industry best practices such as (but not limited to) SOC 2 and ISO 27001.

2.10.8 Data Retention and Deletion   Customer Data is retained for a minimum of 90 days post-trial, unless requested otherwise. Data deletion is performed securely to ensure permanent erasure.

2.10.9 Third-Party Providers   Third third-party inference providers are used when Assistant and or "AI" requests are made in the platform. Data is dynamically deleted from third-party systems post-processing.

For detailed security information, please reach out to sales@valdyr.io for the Valdyr.io Security Policy. Valdyr.io continuously evolves its security practices to protect your data with the highest standards.

2.11 Limitation of Liability  

2.11.1 Scope of Liability   Valdyr.io is not liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, use, goodwill, or other intangible losses, arising from:

• Access to or use of the Service.
• Conduct or content of third parties on the Service.
• Unauthorized access, use, or alteration of Customer transmissions or content.

2.11.2 Maximum Liability   Valdyr.io's aggregate liability is limited to the total fees paid by Customer in the 12 months preceding the claim.

2.11.3 Essential Basis   Customer acknowledges that Valdyr.io has set its prices based on these liability limitations, which form the basis of the bargain between the Parties.

2.11.4 Force Majeure   Neither Party is liable for failures caused by events beyond its reasonable control.

2.11.5 Statutory Rights   This Agreement does not affect Customer's statutory rights as a consumer that cannot be excluded or limited by law.

2.11.6 Held Harmless   Customer agrees to hold Valdyr Inc. harmless from any liability, damage, loss, or expense arising from Customer's use of the Service or any content therein, and Customer acknowledges that use of the Service is at Customer's own risk.

2.12 Ethics and Compliance  

2.12.1 Anti-Bribery and Anti-Corruption Laws   Both Parties comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act.

2.12.2 Prohibition of Bribery   The customer agrees not to offer, give, or receive bribes or corrupt payments in any form.

2.12.3 Reporting Obligations   The customer must promptly report any requests for undue financial or other advantages and comply with legal reporting requirements.

2.12.4 Consequences of Breach   Any breach of this section is a material breach and grounds for immediate termination.

2.13 Governing Law   This Agreement is governed by and constructed in accordance with the laws of the State of Delaware without regard to its conflict of laws principles.

2.14 Miscellaneous  

2.14.1 Entire Agreement   This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements or understandings.

2.14.2 Amendments   Valdyr.io may amend this Agreement by providing written notice. Continued use of the Service after the effective date of the amendment constitutes acceptance.

2.14.3 Waiver   No waiver of any provision is effective unless made in writing.

2.14.4 Severability   If any provision is held invalid, the remaining provisions remain in effect.

2.14.5 Insurance   Valdyr.io does not currently maintain insurance but will maintain a policy based on business growth.

2.14.6 Customer Data Export   Upon request, Valdyr.io will provide the customer with a copy of its Customer Data in a standard format.

Valdyr Inc.
sales@valdyr.io
1221 College Park Dr, Dover, Delaware, 19904-8726, United States