Svayy Terms of Service
Welcome, and thank you for your interest in Iridium Works GmbH ("Iridium Works," "we," "our," or "us") and our web application and iOS app "svayy" (collectively, the "Service"). These Terms of Service are a legally binding contract between you and Iridium Works regarding your use of the Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY.
BY CLICKING "I ACCEPT," DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING IRIDIUM WORKS'S PRIVACY POLICY (TOGETHER, THESE "TERMS"). If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Service.
1. Service Overview
Svayy offers "todo" management tools, including encryption for data security and features for managing recurring tasks, routines and vices. These services are designed to help users effectively manage their daily tasks and personal development efforts.Furthermore Svayy offers a set of additional tools like Inventory, Dependencies, Insights, Rewards, Orientation Mode and other features.
2. Eligibility
You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations.
3. Accounts and Registration
To access the Service, you must register for an account by providing your email address, first name, last name and creating a password. You are required to download a recovery kit during registration. If you lose this recovery kit and forget your password, we cannot restore your account data. You are responsible for maintaining the confidentiality of your account and password and for all activities that occur under your account.
4. Terms of Use
4.1 Free Account
Svayy may, at our sole discretion, offer an Account type with a free tier for a limited or unlimited period of time ("Free Account").
If you are on a Free Account, you may delete your Account any time. If you or Svayy terminate your Free Account, you acknowledge and agree that we may delete all of your User Content or data associated with the Account.
You can upgrade your free Account to an Unlimited Account at any time.
At any time and without notice, Svayy reserves the right to: (a) modify the terms and conditions of any Free Account offer; (b) cancel any Free Account offer; (c) terminate any Free Account at any time.
4.2 Unlimited Account
By purchasing a subscription to the Svayy Unlimited Account tier you agree to the Subscription Agreement of Svayy.
4.3 Gifted Account
Svayy may, at our sole discretion, offer an Account type with a Gifted tier for a limited or unlimited period of time ("Gifted Account").
If you are on a Gifted Account, you may delete your Account any time. If you or Svayy terminate your Gifted Account, you acknowledge and agree that we may delete all of your User Content or data associated with the Account.
At any time and without notice, Svayy reserves the right to: (a) modify the terms and conditions of any Gifted Account offer; (b) cancel any Gifted Account offer; (c) terminate any Gifted Account at any time.
If a Gifted Account status is revoked, the Accounts tier is set to a Free Account
5. Subscriptions
Some parts of the Service, including Add-ons, are made available on a paid subscription basis ("Subscription(s)"). Pricing and included features for the Subscriptions (“Subscription Plan(s)”) are set forth here: https://www.svayy.com/#pricing.
'Subscription Fees' means all fees associated with your Subscription.
You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing Cycles are set on a monthly basis.
Auto-Renewal: You agree that at the end of each Billing Cycle, your Subscription will automatically renew and your payment method for such Subscription will automatically be charged at the start of each new Subscription period for the fees and taxes applicable to that Billing Cycle, under the same conditions as the prior Billing Cycle unless you cancel your Subscription prior to your renewal date.
A valid payment method, including credit card, is required to process the payment for your Subscription. You must provide Svayy with accurate and complete billing information including full name, address, state, zip code, and valid payment method information. By submitting such payment information, you automatically authorize Svayy to charge all Subscription Fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, Svayy may attempt to charge the credit card on file one or more times. Should payment continue to fail, the Subscription will be, at Svayy’s sole discretion, canceled or downgraded and you may lose access to certain paid features and/or your account.
You may cancel your Subscription either through your online account management page or by contacting Notion customer support team at [support@svayy.com](mailto:support@svayy.com) and indicating your intention to cancel your Subscription.
6. Fees and Fee Changes
Svayy, in its sole discretion and at any time, may modify the Subscription Fees for the Subscriptions, including Add-Ons. Any Subscription Fee change will become effective at the end of the then-current Billing Cycle.
Svayy will provide you with reasonable prior notice of any change in Subscription Fees.Your continued use of the Service constitutes your agreement to pay the modified Subscription Fees.
Subscription Fees are stated exclusive of any taxes or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with your Subscription, except for those taxes based on our net income. Should any payment for the Service be subject to withholding tax by any government, you will reimburse us for such withholding tax.
7. Refunds
Payment obligations are non-cancelable, and fees paid are non-refundable and there are no credits for partially used Subscription periods.
8. Intellectual Property
The Service and its Content (excluding User Content and Organization Content), features and functionality are and will remain the exclusive property of Svayy and its licensors. The Service is protected by copyright, trademark, and other laws of both Germany and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Svayy.
9. Data Security
Our servers are located in Frankfurt, Germany, and your data is encrypted both in transit and at rest. Despite our security measures, we cannot guarantee that there will be no data loss, especially during the closed beta phase of the Service.
10. Ownership
Ownership of the Service and all intellectual property rights therein are, and shall remain, the property of Iridium Works GmbH and its owners. No rights are granted to you other than as expressly set forth in these Terms.
11. Prohibited Conduct
You agree not to use the Service for any unlawful or prohibited activities. You also agree not to disrupt the servers or networks connected to the Service.
12. Modification and Termination
Iridium Works reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Iridium Works will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.
13. Governing Law
These Terms shall be governed by the laws of Germany, without regard to its conflict of laws principles. Any legal actions against Iridium Works must be commenced within one year after the claim arose.
14. Contact Information
If you have any questions about these Terms or the Service, please contact us at:
Iridium Works GmbH
Moselweißer Straße 4
56073 Koblenz,
Germany
Email: info@svayy.com
15. Changes to Terms
Iridium Works reserves the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
BY CONTINUING TO ACCESS OR USE OUR SERVICE AFTER THOSE REVISIONS BECOME EFFECTIVE, YOU AGREE TO BE BOUND BY THE REVISED TERMS. IF YOU DO NOT AGREE TO THE NEW TERMS, YOU ARE NO LONGER AUTHORIZED TO USE THE SERVICE.
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Subscription Agreement
This Agreement sets forth the terms and conditions between Customer (as defined in the paragraph below) and Iridium Works GmbH. (“Iridium Works,” “Iridium,” Svayy,” “we,” “our,” or “us”) which govern Customer’s and its Affiliates’ access and use of Svayy. Svayy and Customer may individually be referred to as a “party” and collectively “the parties.” The Agreement is effective as of the date that you sign up for any Service online or submit an Order Form that references this Agreement (the “Effective Date”).
By accepting this Subscription Agreement (“Agreement”), either by clicking a box indicating your acceptance, executing an Order Form or other document that references this Agreement, by using (or making any payment for) the Services, or by otherwise indicating your acceptance of this Agreement, you: - (1) agree to this Agreement on behalf of the customer indicated on the Order Form (if applicable) or the organization, business, or other legal entity for which you act (“Customer,” “you,” or “your”); and - (2) represent and warrant that you have the authority to bind Customer to this Agreement. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not use the Services.
1 Services
1.1 Subscriptions and Subscription Terms
Customer may subscribe to Services by executing an Order Form. Unless otherwise specified, all Order Forms shall be governed by this Agreement. In the event of a conflict between this Agreement and an Order Form, the Order Form shall control. Svayy grants access to the Services pursuant to Subscriptions. Subscriptions will be for the Subscription Term agreed to in the applicable Order Form. Unless otherwise provided for in an Order Form, each Order Form shall automatically renew for a period equal in duration to the then expiring Subscription Term unless either Party notifies the other in writing of its intent not to renew the applicable Order Form at least thirty (30) days prior to the end of the then-current Subscription Term.
1.2 Subscription Plans; Add-ons
Svayy will provide the Services to you according to the Subscription Plan to which you subscribe. Additional features and functionality may be made available in the form of Add-ons. If you subscribe to any Add-on, the Subscription Term for such Add-on shall be coterminous with your Subscription to the Service.
1.3 Provision of the Services
The method and means of providing the Services shall be under the exclusive control, management, and supervision of Svayy. Svayy will comply with all laws applicable to Svayy’s role as a software-as-a-service provider. Svayy will use commercially reasonable efforts to make the Services available in accordance with the Service Level Terms. Svayy may modify or update the Services from time to time in its sole discretion.
1.4 Access to the Services
Subject to Customer’s payment of all Subscription Fees and compliance with this Agreement, Svayy grants to Customer a worldwide, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term of the applicable Order Form to use the Services in accordance with the applicable Subscription Plan and Documentation.
1.5 Support
Subject to payment of all Subscription Fees and compliance with this Agreement, We will provide technical support to you via electronic mail. You may initiate a ticket any time by emailing support@svayy.com.
1.6 Subcontractors
We may use subcontractors or other third parties to perform our obligations and exercise our rights under this Agreement. We will remain responsible for all such subcontractors acts and omissions as if they were our own.
1.7 Account Information
We will process Account Information that includes Personal Data in accordance with our Privacy Policy. Customer acknowledges and agrees that certain Subscription Plans may require monitoring of Account Information during the Subscription Term in order to reconcile the number of Users and/or usage of the Services with Customer’s then-current Subscription and Subscription Plan.
2 Use of the Service
2.1 Customer Responsibilities
Customer is responsible for providing true and accurate information when registering a Svayy account and keeping such information, including billing information, up to date. Customer is responsible for maintaining control over Customer’s account, including the confidentiality of any login credentials, and is responsible for all activities that occur on Customer’s account. Customer will not share User account credentials, or use them in multiple locations at the same time. Customer acknowledges that it is solely responsible for maintaining its configurations of the Services, including its sharing and permission settings.
2.3 Usage in excess of Subscription Plan limits
If your use of the Services exceeds the limitations applicable to your Subscription Plan, Svayy will use commercially reasonable efforts to notify you of such excess usage. If your excess usage persists following notification from Svayy, Svayy may take actions to bring your use of the Service into compliance with your Subscription Plan, including - (i) suspending or terminating Users access to the Services;- (ii) requiring that you execute an Order Form or otherwise purchase additional usage to update your Subscription to account for such excess usage.
3 Intellectual Property
3.1 Ownership by Svayy
Svayy and its licensors retain all right, title, interest and ownership of the Services, Documentation, API, Usage Data, Svayy's websites, and all deliverables created by Svayy and delivered to Customer, including all Intellectual Property Rights therein (the “Svayy IP”). No ownership rights in the Svayy IP are transferred to Customer by this Agreement. Customer does not have any rights in or to the Svayy IP except for the limited express rights granted in this Agreement.
3.2 Feedback
If Customer provides Svayy feedback, comments, or suggestions concerning the Services (collectively, “**Feedback**”), Customer hereby assigns to Svayy all right, title, and interest in and to the Feedback, and Svayy is free to use the Feedback without payment, attribution, or restriction.
3.3 Usage Data
Svayy may - (i) collect, analyze and otherwise process Usage Data internally for its business purposes, including for the purposes of security and analytics, to improve and enhance the Services, to measure product usage, and for other development, diagnostic and corrective purposes in connection with the Services or other Svayy products or services, and - (ii) disclose Usage Data to third parties only in an aggregated and/or de-identified form and in a manner that does not identify Customer.
4 Subscription Fees & Taxes
4.1 Subscription Fees
The applicable Subscription Fees to your Subscription shall be as specified in the Order Form. Unless otherwise specified in an Order Form, the Subscription Fees applicable to any renewal Subscription Term shall be Svayy’s standard Subscription Fees for the applicable Subscription Plan in effect at the time such subsequent Subscription Term commences. Subscription Fees are due and payable upon the commencement of the applicable Subscription Term. Except in the case of uncured material breach of this Agreement by Svayy, all Subscriptions are non-cancelable and Subscription Fees are nonrefundable. Customer’s use of the Services are subject to the rights and limitations in the applicable Subscription Plan. Some features are provided pursuant to a usage based subscription model. You acknowledge and agree that if you exceed the usage permitted by your Subscription and Subscription Plan: - (i) you may be required to upgrade your Subscription Plan or purchase additional usage to continue accessing and using such feature(s)- (ii) Svayy may disable or degrade performance of such features.
4.2 Downgrades Prohibited
You may not downgrade your Subscription Plan during any Subscription Term. If you desire to downgrade your Subscription Plan for a subsequent Subscription Term, you must provide Svayy with sixty (30) days’ written notice prior to the end of your then current Subscription Term. Downgrading your Subscription Plan may cause loss of content, features, or capacity of the Service and Svayy is not responsible for such loss.
4.3 Invoicing and Payment
Unless specified otherwise in an Order Form, Subscription Fees shall be due and payable in full at the time of purchase. In the case of non-payment or delinquent payment of any Subscription Fees, Svayy may, at its sole discretion: - (i) suspend Customer access to the Services- (ii) terminate this Agreement or the applicable Order Form- (iii) continue to provide the Services, for a period solely determined by Svayy, in anticipation of full and prompt payment by Customer.
Any amount which is unpaid when due shall be subject to interest equal to the lower of 1.5% per month or the highest applicable legal rate. Svayy shall be entitled to reimbursement for any costs associated with the collection of any past-due balance.
4.4 Taxes
You are responsible for paying all other taxes assessed in connection with your Subscription. Unless otherwise stated with respect to terms and conditions for a specific Subscription, all stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added and withholding taxes that are levied or based upon such charges, or upon this Agreement. We will invoice you for such Taxes if we believe we have a legal obligation to do so unless you present an exemption certificate acceptable to the taxing authorities. You will not be liable for taxes imposed on Svayy based on Svayy's income.
5 Warranties
5.1 Mutual Warranties
Each party represents and warrants to the other that: - (1) this Agreement has been duly executed and delivered and constitutes a binding agreement enforceable against the executing party in accordance with its terms- (2) no authorization or approval from any third party is required in connection with the execution, delivery, or performance of this Agreement by the executing party- (3) the execution, delivery, and performance of this Agreement by the executing party does not violate the terms of any other agreement to which it is a party or by which it is otherwise bound.
5.2 Svayy Warranties
Svayy warrants that during the applicable Subscription Term:- (a) the Services will function substantially in accordance with the [Documentation](https://wiki.svayy.app)- (b) this Agreement, the Order Forms and the [Documentation](https://wiki.svayy.app) will accurately describe the applicable administrative, physical, and technical safeguards for the protection of security, confidentiality and integrity of Customer Data in all material respects.
The warranties provided in this Section 5.2 will not apply if Customer fails to notify Svayy in writing within thirty (30) days of discovery of any such breach. If Svayy breaches the warranty in Section 5.2, as Customer’s sole remedy and Svayy's sole liability, Svayy will, at its expense, either: - (1) modify the Services to enable it to perform substantially in accordance with the [Documentation](https://wiki.svayy.app)- (2) terminate this Agreement and refund to Customer any Subscription Fees paid for Services not provided.
5.3 Customer Warranties
Customer represents and warrants to Svayy that: - (1)Customer has the necessary and appropriate rights and consents to validly authorize and permit Svayy to use and otherwise process the Customer Data in accordance with this Agreement, and such use by Svayy of Customer Data does not and will not infringe or violate any third-party right, including any Intellectual Property Right or privacy right- (2) Customer will use the Services in compliance with the [Documentation](https://wiki.svayy.app) and applicable law.
5.4 Disclaimer
Except for the limited warranties described in this Section 5 (Warranties), Svayy makes no other express or implied warranties with respect to the Services or [Documentation](https://wiki.svayy.app), or otherwise, and specifically disclaims all implied and statutory warranties, including the implied warranties of non-infringement of third-party rights, merchantability, satisfactory quality, accuracy, title, and fitness for a particular purpose, and any warranties arising from course of dealing, usage, or trade practice. Except for the limited warranties described in this Section 5, the Services and [Documentation](https://wiki.svayy.app) are provided “as is.” Svayy does not warrant that the Services or [Documentation](https://wiki.svayy.app) will satisfy Customer’s requirements, are without defect or error, or that the operation of the Services will be uninterrupted or secure.
6. Limitation of Liability
6.1 Exclusion of Damages
NEITHER SVAYY NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, OR EMPLOYEES WILL BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF SVAYY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
6.2 Damages Cap
SVAYY'S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE SUBSCRIPTION FEES PAID BY CUSTOMER TO SVAYY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.
6.3 Basis of the Bargain
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY Svayy TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 9 (LIMITATIONS OF LIABILITY) WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
6.4 Applicability
Some jurisdictions do not allow the exclusion or limitation of damages. This Section 9 (Limitations of Liability) will apply to Customer solely to the extent not prohibited by applicable law.
7. Term and Termination
7.1 Term of Agreement
This Agreement shall begin on the Effective Date and shall continue for so long as Customer maintains an active Subscription to the Services or the Agreement is otherwise terminated in accordance with the terms herein.
7.2 Effect of Termination
Termination of this Agreement will automatically terminate all active Order Forms, but termination of a single Order Form will not result in termination of this Agreement or any other Order Forms. Upon the termination of this Agreement, or an Order Form, all rights and licenses granted by Svayy to Customer under this Agreement or the applicable Order Form will terminate. Either party’s termination of this Agreement is without prejudice to any other remedies it may have at law or in equity and does not relieve either party of liability for breaches occurring prior to the effective date of termination. Neither party will be liable to the other for damages arising solely as a result of terminating this Agreement in accordance with its terms.
7.3 Termination
This Agreement and any Order Form may be terminated by either party upon notice if the other party - (i) breaches any material term of this Agreement and fails to remedy the breach within thirty (30) days after being given notice thereof- (ii) ceases to function as a going concern or to conduct operations in the normal course of business - (iii) has a petition filed by or against it under any bankruptcy or insolvency laws which petition has not been dismissed or set aside within sixty (60) days of filing.
Termination is not an exclusive remedy for breach of this Agreement by either party. Unless otherwise specified in this Agreement, all other remedies will be available to the non-breaching party whether or not the non-breaching party terminates this Agreement for breach by the other party.
7.4 Post-Termination Obligations; Customer Data Retrieval
Upon any termination of this Agreement, Svayy will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days. After such period, Svayy may delete all Customer Data and Svayy will have no obligation to Customer to continue storing such Customer Data. If Customer terminates this Agreement for Svayy's uncured material breach, Svayy will issue to Customer a pro rata refund of Subscription Fees for Services not provided. If this Agreement is terminated for any other reason, within ten (10) days after such termination, Customer will pay Svayy all remaining Subscription Fees owed through the end of the Subscription Term under any terminated Order Forms.
THIS AGREEMENT, INCLUDING ALL ATTACHMENTS, SCHEDULES, EXHIBITS, AND ORDER FORMS CONSTITUTES THE COMPLETE AND EXCLUSIVE UNDERSTANDING OF THE PARTIES, AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS SALES PROPOSALS, NEGOTIATIONS AND AGREEMENTS, AND ALL OTHER REPRESENTATIONS OR COMMUNICATIONS, WHETHER ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER HEREOF. THIS AGREEMENT SHALL APPLY IN LIEU OF ANY TERMS AND CONDITIONS IN ANY VENDOR REGISTRATION FORM OR REGISTRATION PORTAL, PURCHASE ORDER OR OTHER ORDER DOCUMENT THAT YOU PROVIDE AND ALL SUCH TERMS ARE EXPRESSLY REJECTED AND SHALL NOT BE CONSIDERED AN AMENDMENT TO THIS AGREEMENT.
