Enterprise Master Terms of Use

1 Acceptance & Scope of Agreement

These Terms of Use ("Terms", "Agreement", or "Terms of Service") constitute a legally binding agreement between you (whether individually or on behalf of the enterprise entity you represent, "Customer", "You", or "User") and Cypherr Inc. ("Cypherr", "we", "us", or "our"), governing your access to and use of our enterprise software-as-a-service application, APIs, mobile applications, and associated services (collectively, the "Platform" or "Services").

By creating an account, executing an enterprise order form, activating a workspace, or accessing any part of the Services, you acknowledge that you have read, understood, and agree to be bound by all provisions of this Agreement, as well as our Privacy Policy.

2 License Grant & Permitted Usage

Subject to full compliance with this Agreement and timely payment of applicable subscription fees, Cypherr grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide right to access and use the Platform during the active subscription term solely for Customer’s internal enterprise business operations.

This grant encompasses:

• Workforce Management & Dossiers: Maintenance of internal personnel records, organizational charts, shift schedules, and geofenced attendance logs.
• Payroll Engine & Direct Deposit: Computation of tax withholdings, statutory contributions, compensation structures, and automated disbursement files.
• Agile Ticketing OS: Sprint planning, issue tracking, Kanban project boards, subtask dependency hierarchies, and developer commit associations.
• Recruiting & ATS: Candidate pipeline evaluations, technical assessments, and digital onboarding workflows.

3 Accounts, Roles & Authentication Security

Customer is solely responsible for maintaining the confidentiality of all authentication credentials, API secret keys, and Single Sign-On (SSO) SAML/OIDC configurations associated with its organizational accounts.

• Role-Based Access Control (RBAC): Organization administrators must designate appropriate privilege tiers (e.g., Global Admin, HR Operations, Finance Manager, Engineering Lead, Standard Employee). Customer assumes full liability for actions taken under authenticated user sessions.
• Multi-Factor Authentication (MFA): Administrative access to payroll computation, direct deposit accounts, and employee identity records requires multi-factor authentication.
• Prompt Notification: Customer shall immediately notify Cypherr at cypherr@aventusinformatics.com upon discovering or suspecting any unauthorized account access, credential compromise, or security breach.

4 Acceptable Use Policy & Restrictions

Customer shall not, directly or indirectly, and shall not permit any authorized user or third party to:

• Reverse engineer, decompile, disassemble, or derive source code, algorithms, or structural schema of the Platform.
• Bypass, spoof, or circumvent GPS geofencing polygons, biometric anti-spoofing heuristics, or attendance telemetry safeguards.
• Access or tamper with non-public areas of the platform, multi-tenant databases, or shared cloud infrastructure.
• Introduce malicious code, worms, Trojan horses, or automated scraping tools that impose an unreasonable or disproportionately large load on our infrastructure.
• Use the Services to process unlawful compensation schemes, evade statutory tax reporting obligations, or violate labor laws in any applicable jurisdiction.

5 Customer Data, Privacy & IP Ownership

Customer Retains 100% Ownership: As between the parties, Customer retains all right, title, and interest in and to all data, employee personal information, sprint tickets, code references, and tax records uploaded to or processed through the Platform ("Customer Data"). Cypherr acquires no intellectual property rights in Customer Data.

Cypherr Intellectual Property: Cypherr and its licensors retain all right, title, and interest (including all patent, copyright, trademark, and trade secret rights) in and to the Platform, underlying code, machine algorithms, user interface designs, documentation, and all system performance benchmarks.

Data Privacy Standards: Both parties agree to handle personal identifiable information (PII) in compliance with applicable global privacy frameworks, including GDPR, CCPA, and the DPDP Act. For detailed disclosures on encryption and data storage, review our Privacy Policy.

6 Service Level Agreement & 99.98% Uptime

Cypherr guarantees a Monthly Uptime Percentage of at least 99.98% for all production enterprise instances, excluding scheduled maintenance windows notified at least 72 hours in advance.

7 Subscription Fees, Invoicing & Taxes

Customer agrees to pay all fees specified in applicable order forms or pricing tiers. Unless otherwise agreed in writing:

• Billing Cycle: Fees are invoiced in advance on an annual or monthly cadence based on contracted active seat tiers.
• Net 30 Invoicing: Invoices issued for enterprise accounts are payable within thirty (30) days from invoice date. Late payments accrue interest at 1.5% per month or the legal statutory maximum.
• Taxes: All fees are exclusive of sales, value-added, withholding, or goods and services taxes, which shall be added to Customer’s invoices as legally required.

8 Term, Suspension & Termination

This Agreement commences on the effective date and continues until all subscription terms have expired or have been terminated in accordance with this section.

Either party may terminate this Agreement for cause if the other party materially breaches any provision and fails to cure such breach within thirty (30) days of written notice. Upon termination, Customer shall have thirty (30) days to request a complete encrypted export of Customer Data in standard format (JSON/CSV). Following this grace period, Cypherr will securely delete Customer Data in accordance with our data sanitization protocols.

9 Third-Party Integrations & API Terms

The Platform facilitates integrations with third-party providers (including GitHub, GitLab, AWS, Bitbucket, and statutory banking ACH networks). Cypherr does not warrant the continuous availability of third-party platforms and disclaims liability for data processed directly on third-party servers outside Cypherr’s control.

10 Warranties & Disclaimers

Cypherr warrants that the Services will perform substantially in accordance with published enterprise documentation and with reasonable commercial skill and care.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". CYPHERR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CYPHERR DOES NOT WARRANT THAT PAYROLL CALCULATIONS ARE FREE FROM TAX CODE AMBIGUITIES CREATED BY IMPROPER CUSTOMER PAYROLL CLASSIFICATIONS.

11 Limitation of Liability & Indemnity

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE STRICTLY LIMITED TO THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.

12 Governing Law, Arbitration & Contact

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles. Any unresolved disputes arising hereunder shall be submitted to confidential binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA).