Terms of Use

Last modified September 2024

THESE TERMS OF USE (“TERMS”) SET FORTH YOUR OBLIGATIONS AND CYGNVS INC.’S AND ITS AFFILATES’ (COLLECTIVELY “CYGNVS", “WE”, “OUR” AND “US”) OBLIGATIONS FOR USE OF THE CYGNVS PLATFORM. BY ACCEPTING THESE TERMS AT THE TIME OF CREATING YOUR ACCOUNT AND BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND CONSENT TO OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS OR OUR PRIVACY POLICY, YOU ARE NOT AUTHORIZED AND MUST CEASE USING THE SERVICES IMMEDIATELY.

NOTICES AND COMMUNICATIONS, INCLUDING THOSE REGARDING CHANGES TO THESE TERMS MAY BE PROVIDED BY EMAIL OR POSTINGS ON THE SERVICE. PLEASE REVIEW THE SERVICES ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IF YOU CONTINUE TO USE THE SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS.

These Terms govern access to and use of the CYGNVS platform, support, and materials (including training, onboarding and simulations) referred to herein as the “Services” by:

Partners (“Partners” are entities such as insurers, brokers or corporations that purchase CYGNVS access to the Services for themselves and their End Users), and
End Users (“End Users” access the Services for End User’s business purpose; Partner may, itself, be an end user).

The terms “you” and “your” refer to Partners and End Users, as applicable.

If you or your organization are bound by a Service Agreement (or other written agreement covering the same subject matter) with CYGNVS regarding access to and use of the Services (the “Agreement”), these Terms also apply to you. If there is a conflict between these Terms and the Agreement, the Agreement will take precedence only to the extent of the conflict. For the avoidance of doubt, notwithstanding the existence of an Agreement between CYGNVS and your organization, these Terms apply to all End Users.

ACCESS AND USE
1. 1.1. Eligibility. You represent and warrant that you are: (a) of legal age and competent to agree to these Terms; (b) not barred from receiving the Services under the laws of the United States or any other applicable law; and (c) not and do not plan to become a competitor of CYGNVS. You are not permitted to access or use the Services if you cannot make these representations, and any fraudulent misrepresentations may result in legal action. If you are agreeing to these Terms on behalf of an organization or entity, you represent that you are authorized to agree to these Terms on its behalf.
2. 1.2. License. Subject to these Terms and the Agreement, we grant you a limited, worldwide, revocable, non-exclusive, non-sublicensable, and non-transferable license, during your access and use the Services for your internal business purposes. Except as otherwise restricted by these Terms, CYGNVS grants you permission on a non-exclusive, non-transferable, non-sublicensable, revocable, limited basis to display, copy, and download content and materials on the Services provided that you: (a) do not remove any copyright or other proprietary notices on the content and materials; (b) use the Services solely in accordance with these Terms; and (c) do not modify the Services in any way. Any violation by you of the license provisions contained in this Section may result in the immediate termination of your right to use the Services.
3. 1.3 ID & Password. If you are granted an ID and password, you understand that the license and your log-in data are granted to you individually and may not be shared with any other person or entity. You agree to promptly notify CYGNVS if you become aware of another person learning of or using your log-in data.
4. 1.4 Free Services. The Services or other products or features may be made available by CYGNVS to you on an unpaid trial or free basis (“Free Services”). CYGNVS will make the applicable Free Services available to you until the earlier of (a) the end of your agreement with a CYGNVS partner, if applicable; (b) the end of the trial period (if not terminated earlier pursuant to these Terms); or (c) the start date of your paid subscription. Unless you purchase a subscription to the Services before the Free Services are terminated, all of your data in the Services may be permanently deleted at the end of the Free Services, and we will not recover it. We may suspend, limit, or terminate the Free Services for any reason at any time without notice, including due to your inactivity.
RESTRICTIONS
1. 2.1. You are solely responsible for ensuring that by using the Services, you will not (and will not permit anyone to) engage in or attempt to engage in any activity that violates any state, national or international law. This includes laws or regulations around all electronic transmissions, SPAM, advertising, solicitation, privacy, markets, fraud, libel, defamation, obscenity, pornography, hate speech or any other objectionable information. CYGNVS is in no way responsible for your compliance with any such laws; however, CYGNVS may suspend or terminate your access should CYGNVS become aware of or suspect your use may violate a law.
2. 2.2. You may not distribute viruses, works, Trojan horses or other harmful computer code, and you agree to use up-to-date, industry standard virus detection tools to ensure that you do not transmit same. You may not access or attempt to access any information to which you should not have access whether it be CYGNVS’ Services or another End User’s data. You may not use the Services to post, publish, transmit or exploit any information, software or other materials that is obtained through the Services for commercial purposes.
3. 2.3. You may not violate any right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights. Reverse engineering, disassembling, or other attempts to derive source code from the Services in order to build a product using features, functionalities or graphics similar to any portion of the Services or to otherwise build a competing service is strictly prohibited.
4. 2.4. Notwithstanding the foregoing, you may link to the Services, provided that you do not link the Services to any website containing any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful topic, name, material, or information or that violates any intellectual property, proprietary, privacy, or publicity rights.
5. 2.5. Any violation of this Section 2 may, in CYGNVS’ sole discretion, result in the suspension or termination of your use of and access to the Services.
INTELLECTUAL PROPERTY; OWNERSHIP
1. 3.1. Intellectual Property. You acknowledge that the Services display trademarks, logos and service marks and contain original works that have been developed by CYGNVS and may not be used without written consent. CYGNVS owns and will continue to own all right, title and interest in the foregoing and the Services and all applicable intellectual property rights therein. You agree to abide by all copyright notices or restrictions contained on the Services. Any rights not expressly granted in these Terms are reserved by CYGNVS. User Content stored within the Services is not owned by CYGNVS.
2. 3.2. Resultant Data. CYGNVS owns all data derived from your access to and use of the Services (“Resultant Data”) that has been deidentified and aggregated in a manner to enhance and develop its Services. No jointly owned intellectual property is created under or in connection with these Terms. Any Resultant Data does not and will not contain or reference any User Data.
3. 3.3. Feedback. To the extent permitted by applicable law, you grant to CYGNVS a worldwide, perpetual, irrevocable, royalty-free, fully-paid up, non-exclusive, transferable, sublicensable license to use and incorporate into the Services any suggestion, enhancement, request, recommendation, correction or other feedback relating to the Services.
4. 3.4. Copyright Infringement. If you believe that any content or material on the Services infringes copyrights you own, please email us at legal@CYGNVS.com.
CONFIDENTIALITY
1. 4.1. “CYGNVS Confidential Information” means the Services, Documentation, Intellectual Property Rights, business and trade secrets, marketing plans, financial information, computer programs, manuals, instructions and other proprietary data related to the business of CYGNVS. Information obtained by you in furtherance of the Services, including these Terms, any security protocols, the software (including code, design and layout), features, and functionality are considered CYGNVS Confidential Information and must be held in confidence; this includes the concepts CYGNVS has developed for utilization of the Services, the look and feel of the Services and the market approach taken by CYGNVS. By utilizing the Services, you are agreeing not to misuse or share CYGNVS Confidential Information for competitive purposes..
USER CONTENT
1. 5.1. Your Content. The Services enable you and others you may invite to use the Services to post, submit, upload or otherwise make available content through the Services. Data posted, submitted, uploaded or otherwise made available by you or others you invite to use the Services is “User Content.” For the purposes of providing you our services; you grant us, our licensors, suppliers and service providers a worldwide, irrevocable, nonexclusive, right during the Term, to publish, translate, distribute, copy, and display such User Content. You grant us the right to use the name and other information about you that you submit in connection with such User Content. CYGNVS does not utilize your User Content except to provide you with the Services. You represent and warrant that: (a) you own or have permissions to provide the User Content; (b) the User Content you provide is truthful and accurate to the best of your knowledge; (c) you are responsible for your User Content and to whom you share within the Services; and (d) use of the User Content you provide does not violate these Terms or any applicable laws. Any Content uploaded to the platform or materials generated therein will be controlled by the owner of that room and its administrator(s).
2. 5.2. Screening & Removal. CYGNVS does not screen User Content before its appearance on the Services and, CYGNVS has no obligation to do so. CYGNVS may remove any User Content that violates these Terms or is otherwise objectionable in its sole discretion. CYGNVS does not verify, adopt or sanction User Content, and you bear all risks associated with your use of User Content or your reliance on the accuracy, completeness, or usefulness of User Content.
3. 5.3. Indemnification. You agree to defend, indemnify and hold CYGNVS harmless from any and all liability arising out of any User Content you post.
PRIVACY
1. 6.1. Privacy Policy. Except as described in these Terms, you acknowledge that the information you provide to us or that we collect about you will be used, processed, and shared as described in our PRIVACY POLICY at https://info.cygnvs.com/privacy-policy.
2. 6.2. Data Processing Agreement. If you are an End User established in the United Kingdom, Switzerland or the European economic area pursuant to international law or if you are an End User whose personal data is protected under the laws of such European countries, then the Data Processing Addendum at (or other Data Processing Addendum entered into between you or your organization and CYGNVS, if applicable) is applicable to the processing of any of your personal data.
3. 6.3. CCPA and CPRA. If you disclose personal information protected under the CCPA or CPRA in connection with the Services, then this subsection 6.3 applies to the processing of such personal information. Notwithstanding the foregoing, the parties acknowledge that certain types of personal information may be temporarily exempt from certain rights under the CCPA or CPRA, including certain personal information reflecting a written or verbal business-to-business communication or transaction, and certain personal information about a company’s workforce. “CCPA” means the California Consumer Privacy Act and any regulations promulgated thereunder. “CPRA” means the California Privacy Rights Act and any regulations promulgated thereunder.
  1. 6.3.1. Definitions. The terms “business”, “business purpose”, “commercial purpose”, “consumers”, “personal information”, “process”, “sell”, “sensitive personal information”, and “service provider” have the meanings set forth in the CCPA or CPRA.
  2. 6.3.2. Partner and End Users. Partners and End Users represent and warrant to CYGNVS that: (a) they are acting as a business with respect to any personal information provided to CYGNVS under these Terms and such information is shared pursuant to a business purpose; (b) if applicable, they have provided all disclosures to consumers and have obtained all consents from consumers, in each case as required under the CCPA and CPRA, to share any personal information of such consumers with CYGNVS and for CYGNVS and its service providers to use and process such personal information as contemplated by these Terms; and (c) neither such personal information, nor CYGNVS’ or its service providers’ use of the foregoing, shall violate any law, regulation or judicial order, including applicable privacy laws such as the CCPA and CPRA or any rights of consumers. If Partner or End User receives direction from a consumer to limit its use of the consumer’s personal information or not to use or disclose the consumer’s personal information, to the extent that such personal information is used by or shared with CYGNVS, such Partner or End User shall promptly inform CYGNVS of such direction from the consumer. No one shall share any sensitive personal information with CYGNVS that a consumer has directed not to be shared with CYGNVS or CYGNVS’ service providers.
  3. 6.3.3. Service Provider. CYGNVS represents and warrants to End User that it is acting as a service provider with respect to the personal information provided by End User under these Terms. CYGNVS shall not (i) sell the personal information of End User’s consumers or (ii) retain, use or disclose such personal information (X) for any purpose other than for the specific purpose of performing the Services specified in these Terms or for a commercial purpose other than providing the Services specified in these Terms, or (Y) outside of the direct business relationship between CYGNVS and End User. CYGNVS certifies that it understands and will comply with the restrictions in this paragraph.
4. 6.4. SMS Alerts. If you use the Services to issue alerts to End Users via text messages, or other supported messaging, you must comply with all applicable (i) laws relating to texting, and any other message marketing, including applicable local, state, national or international laws (e.g., the CAN-SPAM Act, TRAI, CASL or other similar laws and regulations applicable to you); (ii) policies and guidelines of third party service providers, such as network operators and carriers; and (iii) industry standards, including those applicable guidelines published by the CTIA and the Mobile Marketing Association. You are solely responsible for any penalties or fines incurred as a result of your non-compliance with third party service providers’ policies and guidelines. In addition to the other termination and suspension rights in these Terms, we may suspend or terminate your access to the SMS services if (i) we receive repetitive complaints from your recipients or third party service providers; or (ii) we receive an instruction from a third party service provider to suspend or terminate your access to the service.
5. 6.5. Use of Information for Legal Purposes. We may access, retain, or share any of your information when we believe that it is reasonably necessary to comply with legal process such as a subpoena or investigate, prevent, or take action regarding possible illegal activities. We may also share your information in situations involving potential threats to the physical safety of any person, violations of our Privacy Policy or our Terms, or to respond to the claims of violation of the rights of third parties and/or to protect the rights, property and safety of CYGNVS, our employees, users, or the public. This use may involve the sharing of your information with law enforcement, government agencies, and courts.
6. 6.6. Information Security. CYGNVS will employ commercially reasonable technical and organizational measures that are designed to prevent unlawful or unauthorized access, use, alteration, or disclosure of your personal data as required by applicable law.
DISCLAIMERS AND LIMITATIONS
1. ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND COURSE OF DEALING, ARE DISCLAIMED, AND THE SERVICES ARE PROVIDED “AS-IS”. CYGNVS MAKES NO WARRANTY THAT THE SERVICES OR ANY RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE ACCURATE OR COMPLETE. THE SERVICES MAY BE SUBJECT TO, AND CYGNVS IS NOT RESPONSIBLE FOR, LIMITATIONS, RISKS, AND OTHER PROBLEMS INHERENT IN ANY ELECTRONIC COMMUNICATION, AND CYGNVS DOES NOT WARRANT THAT USE OF THE SERVICES WILL BE RISK-FREE, UNINTERRUPTED, FREE OF HARMFUL CODE OR ERROR-FREE. CYGNVS DOES NOT PROVIDE REPRESENTATIONS, WARRANTIES, OR ASSURANCES AGAINST INTERCEPTION OR ACCESS, CYGNVS IS NOT RESPONSIBLE FOR ANY UNAUTHORIZED ACTS RESULTING IN LOSS OF OR DAMAGE TO YOUR DATA OR OTHER PROPERTY IN CONNECTION WITH YOUR USE OF THE SERVICES. YOU AGREE THAT USING THE SERVICES IS NOT CONTINGENT NOR DEPENDENT ON THE DELIVERY OF ANY FUTURE FUNCTIONALITY OR FEATURES. ALL DECISIONS AS TO IMPLEMENTING OR USING THE SERVICES WILL BE MADE BY YOU AND WILL BE YOUR SOLE RESPONSIBILITY; YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES.
  
  IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY EXCEED THE TOTAL FEES PAID FOR THE SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY UNLESS OTHERWISE PROHIBITED BY LAW. NOTWITHSTANDING THE FOREGOING, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS. ANY CAUSE OF ACTION EITHER PARTY MAY HAVE ARISING OUT OF THESE TERMS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
MISCELLANEOUS
1. 8.1. Changes; Waiver. CYGNVS may modify any part or all of this Agreement by posting a revised version at https://info.cygnvs.com/termsandpolicies/terms-of-use. The revised version will become effective and binding the next business day after it is posted. CYGNVS will provide you notice of this revision by email or in-app notification. If you would like to receive an email notification when we update the Agreement, complete the form found at https://info.cygnvs.com/termsandpolicies/service-agreement-updates. If you do not agree with a modification to the Agreement, you must notify CYGNVS in writing within thirty (30) days after we send notice of the revision. If you give us this notice, then your subscription will continue to be governed by the terms and conditions of the Agreement prior to modification until your next renewal date, after which the current terms posted at https://info.cygnvs.com/termsandpolicies/terms-of-use will apply. However, if we can no longer reasonably provide the subscription to you under the terms prior to modification (for example, if the modifications are required by law or result from general product changes), then the Agreement and/or affected Services will terminate upon our notice to you and we will promptly refund any prepaid but unused fees covering use of the Services after termination. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
2. 8.2. Governing Law & Venue. Except to the extent prohibited by applicable law, or otherwise provided for under the Agreement, these Terms are governed by the laws of the State of California, U.S.A., without reference to its choice of law rules to the contrary. Either party may seek any interim or preliminary injunctive relief from a state court in Santa Clara County, California or in the United States District Court for the Northern District of California located in Santa Clara County, California. If you have any dispute with us, you agree that before taking any formal action you will contact us at legal@cygnvs.com and provide a description of the dispute and your contact information. If the parties do not reach a resolution within a period of thirty (30) days from the time informal dispute resolution is initiated, then either party may initiate binding arbitration as the sole means to resolve claims subject to these Terms which claims shall be finally settled by binding arbitration administered by JAMS.
3. 8.3. Severability. If any provision of these Terms is unenforceable, it will be changed and interpreted to accomplish the objectives of such provision to the extent legally permissible and the remaining provisions will continue in full force.
4. 8.4. Third Party Content. We may provide, or third parties may provide, links to other third-party web sites, services, or resources. We make no representations or warranties with respect to such content to which links, services or resources may be provided. Your terms of usage of third party offerings found on or through the Services are solely between you and such third parties. You agree that your use of such links, services or resources is optional, and we are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
5. 8.5. Force Majeure. An extraordinary event or circumstance beyond the reasonable control of either Party, including acts of God, labor conditions, systemic internet, cloud, electrical, telecommunications, or other utility failures, earthquakes, floods, fires, storms, acts of terrorism, war, or acts or orders of government shall be considered a “Force Majeure”. A delay or failure of a Party to comply with an obligation set forth in this Agreement (other than the obligation to pay money when due and owing) will be suspended during the continuance of a Force Majeure condition and will not be considered a breach; a Party must give prompt written notice of any event considered a Force Majeure to delay or excuse performance of an obligation hereunder.
6. 8.6. Notices. Except where otherwise provided herein, notice will be sent to the contact address set forth in the BTF, or if there is no BTF applicable to your use of the Services, then to address as provided in our CYGNVS account information for you. You must keep all of your account information current.
7. 8.7. Entire Agreement. These Terms, along with our Privacy Policy and any applicable Data Processing Addendum, forms the entire agreement between you and CYGNVS regarding the subject matter hereof and supersedes all prior or contemporaneous agreements between the Parties regarding its subject matter. Any conflict between these Terms, any applicable Service Agreement, and any BTF will be resolved in the following order: (a) the BTF, (b) the applicable Service Agreement, and (c) these Terms.

CONTACT CYGNVS. If you have any questions regarding these Terms, you may contact us by writing to CYGNVS Inc., 4940 El Camino Real, Suite 100, Los Altos, CA 94022 or by emailing legal@CYGNVS.com.

CYGNVS Terms of Use

CYGNVS Terms & Policies