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(A) Introduction

Cyrolo, represented by AutoKarbonai LTD, is a service provider specializing in advisory services, including brand protection, marketplace advisory, investigative services, and case management. Cyrolo offers AI-powered assistance to help clients navigate marketplace challenges by providing advice on the best options for selling on different platforms. AutoKarbonai LTD does not provide any licensing subscriptions; it solely offers services focused on strategic advice. AutoKarbonai LTD is not responsible for any issues with brands or brand owners, including disputes, IP infringements, or conflicts arising from the use of trademarks. All advice provided is for informational purposes, and clients are responsible for their actions and compliance with applicable laws. The only official email through which Cyrolo can be contacted is: brandprotection@cyrolo.com.
 

(B) Applicability

These Terms & Conditions apply to all agreements and services provided by Cyrolo, including advisory and AI-powered assistant services. By engaging Cyrolo’s services, the Customer agrees to be bound by these Terms & Conditions, which govern all interactions and the scope of Cyrolo’s advisory role.

1. Definitions

  • “Affiliate” means any legal entity that directly or indirectly controls, is controlled by, or is under common control with a Party. For this definition, “control” refers to the ownership of more than 50% of the voting rights or the ability to direct or influence the management and policies of the entity, whether through ownership of voting securities, contract, or otherwise.

  • “Agreement” refers to the Master Service Agreement between the Parties, comprising the Customer Details, Cyrolo Terms & Conditions, Cyrolo’s Data Protection Terms, Cyrolo Privacy Policy, and any applicable Statements of Work.

  • “Authorized Persons” are individuals authorized by Cyrolo to access and use Cyrolo’s Services. This includes employees of the Customer but excludes partners or third-party resellers unless explicitly agreed upon in writing by the Parties. The Customer is prohibited from extending access to unauthorized users or reselling the Services.

  • “Service Platforms” refer to the proprietary platforms provided by Cyrolo for the use of Authorized Persons, including all current and future versions, updates, and any backups necessary for service delivery.

  • “Customer” means the entity identified in this Agreement as the Customer.

  • “Customer Data” encompasses all data provided by the Customer to Cyrolo, including information from contracts, legal documents, reports, and analysis generated through the use of Cyrolo’s Services. It excludes publicly available data or outputs not specifically designated as part of the Services provided.

  • “Confidential Information” has the meaning assigned to it in Clause 9.2 of this Agreement.

  • “Intellectual Property Rights” include all forms of intellectual property, whether registered or unregistered, such as copyrights, patents, trademarks, design rights, and any similar rights, including applications for such rights.

  • “Party”/“Parties” refers to Cyrolo and the Customer individually as a “Party” and collectively as the “Parties.”

  • “Personal Data” means any information relating to an identified or identifiable individual as defined under applicable data protection laws.

  • “Statement of Work” is a document detailing the specific Services to be provided to the Customer under this Agreement.

  • “Term” refers to the duration of this Agreement as specified in Clause 7.1.

  • “Services” means all advisory and related services provided by Cyrolo under this Agreement or any Statement of Work.

2. Brand Protection Services and Intellectual Property

  • 2.1 Access to Cyrolo's Brand Protection Services

  • 2.1.1 Cyrolo provides the Customer with access to its brand protection services, aimed at advising and guiding businesses on how to avoid intellectual property (IP) reports from brand owners. Cyrolo does not grant any licenses or transfer any ownership rights to its Services or any underlying data.

  • 2.1.2 During the Term, the Customer may permit Authorized Persons to access and use Cyrolo's Services solely for the purpose of receiving guidance on IP report avoidance as outlined in the Agreement and any applicable Statement of Work.

  • 2.2 Authorized Use of Cyrolo's Services

  • 2.2.1 The Customer is responsible for managing access to Cyrolo's Services by its Authorized Persons, following procedures established by Cyrolo. Access to Cyrolo’s Services by third parties who are not Authorized Persons is prohibited without Cyrolo’s prior written consent.

  • 2.2.2 User Accounts are assigned to individual Authorized Persons and must be maintained securely and confidentially. Authorized Persons are accountable for safeguarding their account credentials and must not permit unauthorized third-party access.

  • 2.2.3 The Customer is fully liable for the actions and omissions of its Authorized Users in relation to their use of the Services.

  • 2.3 Intellectual Property Rights

  • 2.3.1 The Customer acknowledges that Cyrolo and/or its licensors retain all rights, including Intellectual Property Rights, to Cyrolo's Services and any associated know-how. No rights or ownership of Cyrolo's Services or any related intellectual property are transferred to the Customer.

  • 2.3.2 Cyrolo ensures that it has the legal right to provide the data and guidance within its Services. The Customer agrees that Cyrolo’s Services are intended to offer strategic advice on avoiding IP-related issues and are not a substitute for legal consultation.

  • 2.3.3 The Customer shall not modify, reverse-engineer, redistribute, sell, publicly display, license, rent, or otherwise provide Cyrolo's Services or any of its components to third parties.

  • 2.4 Ownership of Customer Data

  • 2.4.1 The Customer retains ownership of any data provided to Cyrolo and any customized reports generated through Cyrolo’s Services. These reports are for the Customer's internal business use and may be shared with employees as needed.

  • 2.4.2 The Customer warrants that no data provided to Cyrolo violates the Intellectual Property Rights of any third party.

  • 2.5 No Right to Use Trademarks

  • Nothing in this Agreement permits either Party to use the trade names, trademarks, service marks, logos, or domain names of the other Party without prior consent.

3. The Services

  • 3.1 Service Offerings

  • Cyrolo offers its brand protection and marketplace advisory services, including guidance on avoiding IP-related reports. Turnaround times for these services are calculated in working days, beginning the day after Cyrolo receives the Customer’s order. Cyrolo is not liable for any delays caused by ‘Force Majeure’ events, strikes, system breakdowns, network failures, postal service failures (public or private), or issues arising from unpaid invoices.

  • 3.2 Support and Advisory Services

  • Cyrolo provides the following support and advisory services to its Customers:

  • (a) Access to the Cyrolo client management support team (“Client Manager”) during standard business hours from Monday through Friday, based on the Customer's time zone and location (or as specified in the Statement of Work).

  • (b) 24/7 access to Cyrolo's service platforms, except during scheduled maintenance or updates.

  • (c) Reports on the performance and usage of Cyrolo's platforms by the Customer, based on mutually agreed metrics.

  • (d) Access to Cyrolo’s trained AI Agent, which provides advice and information on how to optimize selling on marketplaces. This includes guidance on listing strategies, avoiding IP-related issues, and improving sales performance based on Cyrolo's insights and expertise.

  • 3.3 Hosting and Data Backup

  • 3.3.1 Cyrolo will host its service platforms or may use a Hosting Sub-Contractor to ensure that the hosting service level is suitable and reliable. If a Hosting Sub-Contractor is used, Cyrolo will ensure compliance with the requirements set forth in this Agreement.

  • 3.3.2 Cyrolo will back up all data nightly to a secure, offsite backup location.

  • 3.4 Maintenance and Functioning of Service Platforms

  • 3.4.1 Cyrolo will maintain its platforms according to good industry standards and ensure:

  • (a) Consistent operation of its platforms to provide reliable advisory services, following the specific requirements of the Agreement.

  • (b) Application of appropriate security measures, tools, and techniques to protect data and maintain platform integrity in compliance with industry standards.

  • 3.4.2 Cyrolo may schedule platform maintenance, upgrades, or new releases with at least seven (7) days’ notice or shorter notice with the Customer's consent.

4. Financial and Payment Terms

4.1 Fees

4.1.1 The Customer agrees to pay all fees as outlined in the respective Statements of Work. Unless otherwise specified in the Statement of Work, (i) fees are based on the advisory services purchased and not contingent on the extent of usage, (ii) payment obligations are non-cancellable, and fees are non-refundable, and (iii) purchased quantities cannot be reduced during the agreed term.

4.1.2 The subscription to Cyrolo's services provides access to advisory guidance and information from Cyrolo's AI chat agent. It does not grant any rights or permissions to use any trademarks, brand names, or intellectual property owned by Cyrolo or any third party. All payments are strictly for the advisory services offered by the AI chat agent.

4.1.3 Renewal pricing, as specified in the applicable Statement of Work, will be based on Cyrolo's prevailing pricing at the time of renewal. Pricing adjustments may be customized based on volume or term commitments by the Customer.

4.2 Invoicing and Payment

4.2.1 Cyrolo will invoice the Customer in advance according to the terms specified in the relevant Statement of Work. Unless otherwise stated, payment of invoiced fees is due within thirty (30) days from the date of the invoice.

4.2.2 The Customer must provide accurate and up-to-date billing and contact information to Cyrolo and promptly notify Cyrolo of any changes.

4.2.3 Cyrolo is not responsible for issues arising from improper invoice processing by the Customer or its Accounting Department.

4.2.4 Cyrolo will not adhere to any specific invoicing deadlines imposed by the Customer’s Accounting Department. All invoices for undisputed and delivered services must be paid as specified in section 4.2.1. Late payments will incur fees as outlined herein.

4.2.5 If the Customer uses a third-party service for invoice submission that charges a processing or administration fee to Cyrolo, this fee will be passed on to the Customer and reflected in the next Cyrolo invoice.

4.2.6 All payments under this Agreement shall be made in the currency specified on the invoice or as mutually agreed in a Statement of Work.

4.2.7 If the Customer disputes any invoice, it must notify Cyrolo in writing within ten (10) business days of receiving the invoice.

4.2.8 In the event of non-payment and after providing written notice of non-payment, Cyrolo may suspend its advisory services and restrict access to its platforms until full payment is received, provided that thirty (30) days have passed since the notice was given.

4.2.9 If any invoiced amount remains unpaid beyond the due date as stated in section 4.2.1, Cyrolo reserves the right to (a) charge interest on the overdue amount at a rate of 1.5% per month or the maximum rate permitted by law, whichever is higher, and/or (b) require shorter payment terms for future renewals or Statements of Work.

4.3 Payment and Taxes

4.3.1 All fees stated in this Agreement are exclusive of taxes and duties, including VAT, sales, or use taxes. The Customer will provide Cyrolo with any necessary information, such as VAT or taxpayer identification numbers and applicable exemption certificates, to determine if Cyrolo is required to collect applicable taxes.

5. Indemnity

  • 5.1 Mutual Indemnification

  • Subject to the limitations of liability set out in Clause 6, each Party agrees to indemnify and defend the other Party against all claims, actions, proceedings, costs (including reasonable legal fees), expenses, losses, damages (excluding consequential damages), and liabilities arising from the Party’s material breach of its obligations under this Agreement.

  • 5.2 Indemnification by Cyrolo

  • Cyrolo agrees to indemnify the Customer against all claims, actions, proceedings, costs (including reasonable legal fees), expenses, losses, damages (excluding consequential damages), and liabilities arising from any claim by a third party that the use of Cyrolo's Services, as provided under the Agreement, infringes on that third party’s Intellectual Property Rights, provided that such use strictly adheres to the advisory and guidance nature of Cyrolo’s services.

  • 5.3 Indemnification by Customer

  • The Customer agrees to indemnify and defend Cyrolo against all claims, actions, proceedings, costs (including reasonable legal fees), expenses, losses, damages (excluding consequential damages), and liabilities arising from any claim by a third party that:

  • Customer Data provided to Cyrolo or used in connection with the Services violates any law or regulation or infringes on such third party’s Intellectual Property Rights.

  • Any damages or claims resulting from actions taken by Cyrolo as directed by the Customer, including any guidance or reporting based on instructions received from the Customer, as specified in Clause 6.

  • When the Customer independently uses data, advice, or information obtained from Cyrolo’s platforms or AI Agent for purposes outside the scope of the advisory services, or takes independent actions based on the advice received without further consultation with Cyrolo.

6. Liability

  • 6.1 Limitation of Liability

  • 6.1.1 Except in relation to liabilities arising from Clauses 5 (Indemnity), Clause 10 (Confidentiality), and in response to subpoenas, legal orders, demands, or requests for information, each Party’s aggregate liability under this Agreement shall not exceed the total fees paid or payable to Cyrolo in the most recent calendar year.

  • 6.2 Authorization and Instruction

  • 6.2.1 The Customer acknowledges that Cyrolo acts solely under the authorization and instructions provided by the Customer in delivering its advisory services. If Cyrolo is requested to provide specific actions on behalf of the Customer, the Customer must provide a Power of Authority during the onboarding process.

  • 6.2.2 Cyrolo is not liable for third-party claims that arise from actions taken based on the Customer’s instructions or the advisory services provided.

  • 6.3 Accuracy of Customer Information

  • 6.3.1 The Customer acknowledges that the effectiveness of Cyrolo's services depends on the timely and accurate completion of the Customer’s responsibilities. The Customer is responsible for the preparation, accuracy, and completeness of all information, instructions, and documents provided to Cyrolo. The Customer assumes responsibility for the outcomes of actions taken based on information supplied to Cyrolo.

  • 6.4 No Legal or Professional Advice

  • 6.4.1 Information provided by Cyrolo’s AI chat agent or services is intended for informational purposes only and does not constitute legal, financial, or professional advice. Cyrolo is not a law firm and does not provide legal services. The Customer is solely responsible for seeking appropriate legal or professional counsel before acting on any information obtained through Cyrolo’s services.

  • 6.5 Third-Party Databases

  • 6.5.1 Cyrolo does not independently verify the accuracy of information sourced from government agencies, third-party databases, or other external sources. Cyrolo disclaims any liability for the accuracy, availability, or completeness of such information retrieved from these sources.

  • 6.6 Data Retrieved Using Investigative Tools

  • 6.6.1 Cyrolo disclaims responsibility for the accuracy or completeness of any data retrieved using investigative tools. The Customer is responsible for verifying the accuracy of such data. Any failure of investigative tools to retrieve specific information does not imply that such information is unavailable or nonexistent.

  • 6.7 Products Obtained Using Investigative Services

  • 6.7.1 Any products acquired through Cyrolo’s investigative services become the property of the Customer upon purchase. Cyrolo will retain test purchase items for up to one (1) year after delivery. If unclaimed within this period, Cyrolo will dispose of the items and assumes no liability for their disposal.

7. Term and Termination

  • 7.1 Term

  • 7.1.1 This Agreement begins on the Execution Date or, if not explicitly stated, on the date when the Customer first agrees to the terms. It shall remain in effect until all agreed service engagements are completed or terminated as outlined in this Agreement.

  • 7.1.2 The term for each service engagement will be defined in the applicable Statement of Work. Unless otherwise specified in the Statement of Work, service engagements will automatically renew for successive periods equal to the original term or one year (whichever is shorter), unless either Party provides written notice (including email) of non-renewal at least sixty (60) days before the end of the current term.

  • 7.2 Termination

  • Either Party may terminate this Agreement for cause: (i) upon thirty (30) days written notice to the other Party of a material breach if the breach is not cured within that period, or (ii) if the other Party becomes subject to bankruptcy, insolvency, receivership, liquidation, or similar proceedings.

  • 7.3 Payment Obligations upon Termination

  • Termination of this Agreement does not relieve the Customer of its obligation to pay any outstanding fees for services rendered prior to the effective date of termination.

8. Consequences of Termination

  • (a) Return or Destruction of Confidential Information: Upon termination of this Agreement, the Recipient shall, at the Disclosing Party's election, either return or securely destroy all Confidential Information belonging to or disclosed by the Disclosing Party that is in the Recipient’s possession or control.

  • (b) Survival of Clauses: The following clauses shall survive the expiration or termination of this Agreement, regardless of the reason for termination:

  • Clause 2 (Brand Protection Services and Intellectual Property)

  • Clause 4 (Financial and Payment Terms, with respect to any payments owed to Cyrolo or any refunds or credits owed to the Customer)

  • Clause 5 (Indemnity)

  • Clause 6 (Liability)

  • Clause 8 (Consequences of Termination)

  • Clause 9 (Confidentiality)

  • Clause 10 (Data Protection Terms)

9. Confidentiality

  • 9.1 Confidentiality Obligations

  • Each Party agrees to keep all Confidential Information received from or belonging to the other Party strictly confidential, using industry-standard measures to protect sensitive and confidential information. Confidential Information may only be disclosed internally on a need-to-know basis to employees or full-time contractors who require access to perform obligations under this Agreement and are bound by written confidentiality obligations. Confidential Information shall only be used for the purpose of fulfilling obligations under this Agreement and not for any other purpose without the prior written consent of the Disclosing Party.

  • 9.2 Definition of Confidential Information

  • Confidential Information includes, but is not limited to:

  • (a) All information of a confidential nature concerning trade secrets, business dealings, strategies, customer or client information, supplier details, market data, plans, or other business affairs of a Party.

  • (b) Any proprietary information developed or disclosed by the Parties while performing under this Agreement.

  • (c) Any document or information marked as “Confidential,” “Commercial in Confidence,” or otherwise explicitly designated as confidential.

  • (d) For the Customer, all data, content, and information stored, processed, or accessed within Cyrolo’s platforms or services.

  • (e) Any information that, by its nature, a reasonable person would understand to be confidential, including all copies in any format or media, whether encrypted or not.

  • Confidential Information does not include information that:

  • (i) Is or becomes publicly available without any breach of this Agreement by the Recipient.

  • (ii) Was in the Recipient’s possession before being disclosed by the Disclosing Party, without any obligation of confidentiality.

  • (iii) Is disclosed to the Recipient by a third party without any confidentiality obligations after being disclosed by the Disclosing Party.

  • (iv) Is independently developed by the Recipient without using or referencing the Confidential Information of the Disclosing Party.

10. Data Protection Terms

  • 10.1 Processing of Personal Data of Authorized Users
       - The processing of Personal Data of the Authorized Users of the Customer will be governed by Cyrolo's Privacy Policy, which is available on the Cyrolo website.

  • 10.2 Data Processing in Connection with Services
       - The terms regulating the processing of Personal Data in connection with the services provided by Cyrolo, are described in our Privacy Policy available on the Cyrolo website.

  • 10.3 Processing of Personal Data for Specific Services
      - The processing of Personal Data by each Party, in relation to, such as Brand Protection, Content Protection, Investigative Services, and Case Management Services, as applicable, will be governed by Cyrolo’s Data Protection Terms. These terms are available on the Cyrolo website under the Legal section and form part of the Agreement.

11. Force Majeure

  • 11.1 Non-Liability for Force Majeure Events

  • Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement due to Force Majeure events, provided that the affected Party promptly notifies the other Party in writing of the occurrence of the Force Majeure event and takes all reasonable steps to mitigate, resolve, or avoid the effects of the Force Majeure as quickly as possible.

  • 11.2 Consequences of Prolonged Force Majeure

  • If Cyrolo is unable to perform its advisory services for a total of five (5) business days within any billing period of one month due to a Force Majeure event, the fees for that month will be proportionally adjusted to reflect the period of non-performance. If a Force Majeure event prevents either Party from fulfilling its obligations for more than 60 consecutive calendar days, the Parties shall engage in discussions to renegotiate the terms of the Agreement. If no resolution is reached, either Party may terminate the Agreement by providing thirty (30) days written notice to the other Party.

12. Subpoenas, Legal Orders, Demands, or Requests for Information

  • If Cyrolo receives a valid search warrant, subpoena, legal order, demand, or other request for information related to the Customer Data or Reports from any government entity or court with proper jurisdiction over Cyrolo, Cyrolo shall, to the extent allowed by applicable law:

  • (a) Immediate Notification: Promptly notify the Customer of such a request.

  • (b) Consultation with Customer: Engage in consultation with the Customer regarding Cyrolo’s proposed response to the request.

  • (c) Cooperation with Customer: Cooperate with the Customer’s reasonable requests to assist in the Customer’s efforts to intervene, quash, or modify the request.

  • (d) Provision of Response Copy: Upon the Customer’s request, provide the Customer with a copy of Cyrolo’s response to the request.

  • Cyrolo shall comply with any such request unless it is quashed, withdrawn, or modified. The Customer agrees to reimburse Cyrolo for any actual costs incurred in complying with such requests, including legal fees, provided that the request pertains to the Customer’s actions or a legal matter involving the Customer or its clients.

13. Notice

  • 13.1 Method of Notice

  • Any notice under this Agreement shall be in writing and given on behalf of the Party issuing it. Notices may be sent by email to the designated address specified in the Agreement or to the contact details provided in the Statement of Work. For notices to the Customer, they should be marked for the attention of the Customer’s authorized representative. For notices to Cyrolo, they should be addressed to the Chief Compliance Officer (CCO) or Chief Legal Officer of Cyrolo or sent to any other address or contact details that either Party may specify in writing to the other from time to time.

  • 13.2 Deemed Receipt of Notice

  • A notice shall be deemed to have been received:
    (a) Immediately upon delivery if delivered personally.
    (b) 48 hours after being sent by email, provided no failure or rejection notice is received.

14. Sub-contracting

  • Cyrolo may sub-contract certain obligations related to its services (such as hosting, data backup, or other relevant tasks specified in the Agreement). However, Cyrolo will remain fully responsible for the actions or omissions of its sub-contractors. While Cyrolo may delegate specific tasks to third parties, it retains overall responsibility for ensuring that all obligations are met in accordance with the terms of this Agreement.

15. Entire Agreement

  • This Agreement, together with any applicable Statements of Work, Addendums, or Schedules attached hereto, constitutes the entire agreement and understanding between the Parties concerning the subject matter of this Agreement. It supersedes all prior agreements, communications, and understandings, whether written or oral, between the Parties relating to the services provided. Unless explicitly agreed otherwise in writing, this Agreement takes precedence over any other terms, conditions, or representations found in previous communications or documentation and overrides any implied agreements or understandings (including those arising from trade practices, customs, or prior dealings) not expressly included in this document.

16. Entire Agreement

  • 16.1 Severability

  • If any term or provision of this Agreement is found to be invalid or unenforceable in any situation in any jurisdiction, this shall not affect the validity or enforceability of the remaining terms and provisions of the Agreement, or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

  • 16.2 Waivers

  • No failure or delay by a Party in exercising any rights or remedies shall constitute a waiver unless expressly stated in a written notice. Any waiver shall not extend to or affect any prior or subsequent default, misrepresentation, or breach of warranty or covenant. No single or partial exercise of any right or remedy shall preclude further exercise of that or any other right or remedy.

  • 16.3 Independent Contractors

  • The Parties are independent contractors under this Agreement. Nothing herein shall be deemed to constitute a partnership, joint venture, or agency relationship between the Parties. Neither Party has the authority or power to bind or create liability for the other Party.

  • 16.4 Amendments

  • Amendments to this Agreement are valid only if made in writing and signed by duly authorized representatives of each of the Parties.

  • 16.5 Assignment

  • Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, except as otherwise provided in the Agreement. The Customer is entitled to assign or transfer the Agreement to one of its Affiliates under certain conditions, such as a change of control, merger, or sale of assets.

17. Governing Law and Disputes

  • 7.1 Governing Law

  • This Agreement shall be governed by and construed in accordance with the laws of Lithuania, if the Customer is located within the European Union, with any legal proceedings to take place in Lithuania.

  • 17.2 Dispute Resolution

  • Any dispute, controversy, or claim arising out of or relating to this Agreement, including any breach thereof, shall first be attempted to be resolved through joint consultation between the Parties. If joint consultation does not resolve the dispute, it shall be escalated to senior management of both Parties for further negotiation and resolution.

  • 17.3 Confidentiality of Dispute Resolution

  • Except as required by law, neither a Party nor any involved third party may disclose the existence, content, or outcome of any dispute resolution process related to this Agreement without the prior written consent of both Parties.

  • 17.4 Disclaimer on Trademark Use and Liability

  • Cyrolo provides advisory services only and does not grant any rights to use any trademarks or intellectual property through its services or subscriptions. The guidance offered by Cyrolo, including recommendations on how to avoid intellectual property (IP) issues, is strictly advisory and does not substitute for legal advice. Cyrolo is not responsible for any trademark or IP infringements committed by its clients or members. In the event of any legal actions or claims related to trademark infringements, the responsibility rests solely with the client. Cyrolo’s services are intended to provide advice and recommendations to help clients avoid IP reports and issues, but ultimate compliance and legal responsibilities lie with the client.

  • *These Terms & Conditions are effective as of October 1, 2023. For Customers with existing agreements with any Cyrolo Affiliate, the terms of those agreements will continue to apply until the agreement expires, is renewed, or is terminated. Upon the renewal of any active agreement with a Cyrolo Affiliate, the updated Terms & Conditions outlined above will apply.

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