1.      SCOPE

1.1.             These Terms of Service (“Terms”) govern access to and use of the CYGNVS platform, support, and materials (the “Services”) by:

·         Customers (“Customers” are entities that purchase or provide access to the Services for their End Users), and

·         End Users (“End Users” are entities or persons that access the Services; a Customer may, itself, be an End User).

Unless specified otherwise, the terms “you” and “your” refer to Customers and End Users, as applicable.

1.2.             If you are a Customer, these Terms apply to you (and your End Users) unless you have entered into a separate Master Subscription Agreement (or other written agreement covering the same subject matter) with us regarding your (and your End Users’) access to and use of the Services.

2.      ACCESS AND USE

2.1.             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 a competitor of CYGNVS. 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. 

2.2.             Subscription. Subject to these Terms, we grant you a limited, worldwide, revocable, non-exclusive, non-sublicensable, and non-transferable right to access and use the Services for your internal business purposes for the duration of the Service Term, as defined herein. Except as otherwise restricted by these Terms, we grant 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.

2.3.             Access; Login ID. To access the Services, you must register and create an account for one (1) or more End Users by providing their name and email address. You are responsible for the activity of all your End Users in accordance with this Agreement,. End Users will not share login credentials or create generic login IDs for multiple individuals. You may provide access and use of the Services to third parties via a separate platform login ID; provided that, all such access, use and receipt is subject to and in compliance with this Agreement, and you will remain fully responsible and liable for such third party’s compliance with these Terms.

2.4.             Sponsored Services. The Services may be made available to you on behalf of a CYGNVS sponsor (“Sponsored Services”). If you are receiving Sponsored Services, this Section 2.4 (Sponsored Services) applies only to you. We will make the applicable Sponsored Services available to you until the earlier of (a) the end of your agreement with a CYGNVS sponsor, if applicable; or (b) the start date of your paid subscription. Unless you purchase a subscription to the Services before the Sponsored Services are terminated, all of your data in the Services may be permanently deleted at the end of your agreement with a CYGNVS sponsor, and we will not recover it. You may terminate the Sponsored Services at any time, upon request, subject to any limitations on termination provided by your sponsor, if any. We may suspend, limit, or terminate the Sponsored Services for any reason at any time without notice, including due to your inactivity. Support tickets submitted by users of Sponsored Services may be subject to delays and CYGNVS does not guarantee a specific timeframe for response or resolution. System latency and performance for users of Sponsored Services may vary depending on the volume and priority of other system activity and CYGNVS does not guarantee any performance metrics.

3.      RESTRICTIONS

3.1.             Prohibited and Unauthorized Use. You are 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.

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.

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.

3.2.             SMS Alerts. If you have purchased an SMS alert add-on feature, 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.

3.3.             Non-compliance. Any violation of this Section 3 may, in CYGNVS’ sole discretion, result in the suspension or termination of your use of and access to the Services.

4.      USER CONTENT

4.1.             Your Content. The Services enable you and others you may invite to use the Services to post, submit, upload, generate, or otherwise make available content through the Services (“User Content”). For the purposes of providing the Services to you, you grant us, our licensors, suppliers and service providers a worldwide, irrevocable, nonexclusive, right to publish, translate, distribute, copy, and display such User Content. CYGNVS does not utilize the 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 User Content uploaded to or generated by the platform will be controlled by the owner of the room and its administrator(s).

4.2.             Screening & Removal. We do not screen User Content before its appearance on the Services and we have no obligation to do so. We do 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.

4.3.             Third Party Services. If we have granted you access to our API to integrate the Services with any third‑party application, product, or service not provided by us (“Non‑CYGNVS Service”), you are solely responsible for obtaining any necessary rights to use and share your data with such Non‑CYGNVS Service. You direct and authorize us to share and exchange User Content with the Non‑CYGNVS Service as necessary to enable the integration. We do not control and are not responsible for any Non‑CYGNVS Service, which is provided “AS IS.” We will have no liability, and your obligations under these Terms (including payment) will not be affected, arising from any access, use, transfer, disclosure, modification, or deletion of User Content by the Non‑CYGNVS Service, or any impact on the Services caused by the Non‑CYGNVS Service.

5.      INTELLECTUAL PROPERTY; OWNERSHIP

5.1.             Intellectual Property. The Services, including their underlying technology, user interfaces, and design, contain proprietary information, trademarks, logos, service marks, and original works owned by us or our licensors. We retain all right, title and interest in and to the Services and related intellectual property, subject to the limited rights expressly granted to you pursuant to these Terms.

We do not claim ownership over User Content. Neither Party transfers any intellectual property rights to the other, except as expressly set out in these Terms. Each party agrees to respect the intellectual property rights of the other and to comply with any copyright or usage notices contained in the Services.

5.2.             Resultant Data. We own all data derived from your access to and use of the Services that has been deidentified and aggregated (“Resultant Data”) to enhance and develop the 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 Content.

5.3.             Feedback. We encourage you to comment on the Services and provide suggestions for improving it. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Services, without payment or attribution to you. 

5.4.             Copyright Infringement. If you believe that any content or material on the Services infringes copyrights you own, please email us at legal@CYGNVS.com.

6.      CONFIDENTIALITY.

6.1.             Confidential Information. “Confidential Information” means any information disclosed by one Party (“Discloser”) to the other Party (“Recipient”) that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include any information that: (i) was or becomes generally known by the public through no fault of Recipient or its Representatives; (ii) was rightfully known to Recipient, without restriction, prior to disclosure by Discloser; (iii) was rightfully disclosed by a third party to Recipient, without restriction; (iv) Recipient independently develops without use of Discloser’s Confidential Information; or (v) is expressly permitted to be disclosed pursuant to these Terms. Subject to the foregoing exclusions, User Content will be considered Confidential Information under these Terms regardless of whether or not it is designated as confidential.

6.2.             Obligations. Recipient shall not use Discloser’s Confidential Information except as necessary to perform Recipient’s obligations or exercise its rights under these Terms. Recipient will not disclose Discloser’s Confidential Information to any third party without Discloser’s prior written consent, except that Recipient may disclose Discloser’s Confidential Information to Recipient’s employees, officers, directors, contractors, agents and advisors (“Representatives”) who have a need to know for purposes of the Recipients’ exercise of its rights or performance of its obligations under this Agreement and who are bound to keep such information confidential pursuant to confidentiality agreements consistent with this Agreement. Recipient is responsible and liable for any breach by its Representatives of this section of this Agreement. Recipient agrees to exercise due care in protecting Discloser’s Confidential Information from unauthorized use and disclosure and will not use less than a reasonable degree of care.

6.3.             Compelled Disclosures. If the Recipient or any of its Representatives is required pursuant to a governmental order or proceeding to disclose any Confidential Information of Discloser, then, to the extent permitted by applicable law, the Recipient shall promptly, and prior to such disclosure, notify the Discloser of such requirement so that the Discloser can seek a protective order or other remedy, notice of the intended disclosure and an opportunity to respond or object thereto. No such compelled disclosure by the Recipient will otherwise affect the Recipient's obligations hereunder with respect to the Confidential Information so disclosed.

6.4.             Equitable Relief. The Receiving Party acknowledges that any unauthorized disclosure or use of the Disclosing Party's Confidential Information may cause irreparable harm and significant injury to the Disclosing Party. As a result, the Disclosing Party may be entitled to seek immediate injunctive relief or specific performance to enforce obligations under this Agreement.

7.      PRIVACY

7.1.      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, as may be updated from time to time.

7.2.             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 countries, then the Data Processing Addendum at https://info.cygnvs.com/termsandpolicies/data-processing-addendum (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.

8.      INFORMATION SECURITY

8.1.             Information Security & Data Protection. We will maintain commercially reasonable physical, organizational, and technical measures to protect User Content against unlawful access, use or disclosure, including the provision of specific security policies and procedures, clear segregation of duties, background check procedure, intrusion prevention, vulnerability management, encryption, business continuity and disaster recovery. Except as otherwise set out in these Terms and as a result of our gross negligence or willful misconduct, we are not responsible for losses arising from your use of networks not owned, operated or controlled by us, including the internet.

9.       BILLING AND PAYMENT.

9.1.             Application. This Section 9 (Billing and Payment) applies to you if you are a Customer, and you are not receiving Sponsored Services.

9.2.             Business Terms Form. All fees for the Services will be set out in a quote or other written ordering document, issued by us and agreed to by you either by means of signature or by issuance of a purchase order, that details the Services, the associated fees, and other related details and which incorporates this Agreement by reference (a “Business Terms Form” or “BTF”). The BTF defines the term during which Services will be made available to you (the “Service Term”). Services as identified in an applicable BTF are fixed for the duration of the Service Term and cannot be reduced. Each BTF executed between the Parties is a separate offering and will not change these Terms or an existing BTF unless specifically agreed therein.

9.3.             Fees. Your fees for the Services will not increase during the Service Term unless (i) you exceed the number of contracted users included in your Order, (ii) you upgrade products or base packages, including upgrades as a result of exceeding limits, (iii) you subscribe to additional features or products, or (iv) as otherwise agreed to in a BTF. Upon renewal, we may increase your fees (i) by not more than 10% of the current Service Term’s fees, or (ii) up to our then-current list price, whichever is less. If this increase applies to you, we will notify you at least sixty (60) days in advance of your renewal and the increased fees will apply at the start of the next Service Term.

9.4.             Invoicing; Taxes. Unless otherwise provided herein, you will pay all fees invoiced in US dollars and within 15 days of the invoice date. You will pay all invoices in full without setoff or deduction and without withholding for any taxes, levies, or duties. You will be responsible for payment of all taxes, levies, and duties with respect to the Services, excluding taxes based solely on our income.

9.5.             Effect of Nonpayment. We may suspend or terminate these Terms or the Services for your failure to pay invoices when due and payable, upon ten (10) days prior notice. Unpaid invoices are subject to interest at the lesser of 1.5% per month or the maximum permitted by law, plus all collection costs. Interest continues to accrue during any suspension due to non-payment.

10.   TERM; TERMINATION.

10.1.          Application. This Section 10 (Term; Termination) applies to you if you are a Customer, and you are not receiving Sponsored Services.

10.2.          Term of the Agreement. Unless otherwise provided herein, the Service Term for your access to the Services will be set out in an applicable BTF. These Terms are effective from the Service Term Start Date as indicated in a BTF, and will remain in effect until the last day of the Service Term of the final BTF executed by the Parties, unless terminated earlier in accordance with these Terms.

10.3.          Subscription and Renewal Term for Services. Unless otherwise indicated in the BTF, the Service Term will automatically renew for successive twelve (12) month periods, unless you notify us of your intention not to renew. Such notice must be provided to us at least sixty (60) days prior to the end of the Service Term as defined in the applicable BTF.

10.4.          Termination for Cause. Either Party may terminate these Terms (or any BTF) for cause if the other Party commits a material breach of these Terms and fails to cure such breach within thirty (30) days after receiving written notice of breach, except that in the event of a breach of Section 9 (Billing and Payment) or 6 (Confidentiality), the cure period is five (5) days. In the event that you terminate this Agreement due to our material breach, we will refund a prorated amount of all prepaid fees from the effective date of termination.

10.5.          Effect of Termination. Except as set forth in this Agreement, upon termination of this Agreement or any active BTF by either Party: (a) any amounts owing to CYGNVS will be immediately due and payable; and (b) your right to access and use the Services will immediately terminate. You may request a copy of your User Content within 30 days of the effective date of termination. We will delete all User Content in the Services upon request.

11.   SURVIVAL. The following Sections and any other right or obligations that by its nature should survive termination of this Agreement, will survive any termination of this Agreement: Section 5 (Ownership); Section 9 (Billing and Payment), Section 10.4 (Effect of Termination), 11 (Indemnification), 12 (Warranties; Disclaimers), 13 (Limitation of Liability), and 14 (General).

12.   INDEMNIFICATION.

12.1.         Mutual Indemnification. You will, at your own expense, indemnify, defend and hold us harmless against any and all third party actions, proceedings, damages, liabilities, claims, losses and expenses (including reasonable attorneys’ fees) arising from claims of which your User Content infringes the patent, copyright, trademark rights or constitute the misappropriation of trade secrets of any third party. We will, at our own expense, indemnify, defend, and hold you harmless from and against any and all actions, proceedings, damages, liabilities, claims, losses, and expenses (including reasonable attorneys’ fees) arising from claims of which the Services infringe the patent, copyright, trademark rights, or constitute the misappropriation of trade secrets, of any third party. The obligations for both Parties under this clause will survive the cancellation, expiration, termination, or completion of this Agreement and the Services provided hereunder.

12.2.         Indemnification Procedures. The indemnification obligations in Section 11.1 apply provided that: (i) the indemnified Party promptly notifies the indemnifying Party in writing of the claim and indemnifying Party is not prejudiced by any delay, (ii) indemnifying Party has full control over the defense of the claim, provided that any settlement or resolution entered into by indemnifying Party does not require any admission of liability or any payment by indemnified Party, (iii) indemnified Party has not made any admission against indemnifying Party’s interests and has not agreed to any settlement without indemnifying Party’s consent, and (iv) indemnified Party cooperates with indemnifying Party in the defense of the claim at the indemnifying Party’s expense.

13.   WARRANTIES; DISCLAIMERS.

13.1.         Mutual Warranties. Each Party represents and warrants to the other Party that:

13.1.1.   it has full power and authority to enter into and fulfil its obligations under these Terms;

13.1.2.   its performance under this Agreement will not violate any agreement with or rights of any third party;

13.1.3.   it has not in any material respect knowingly violated any Applicable Law that would impair the rights granted to the Parties under these Terms;

13.1.4.   It has not received or been offered any illegal bribe, kickback, or thing of value from an employee or agent of the other Party in connection with these Terms (reasonable gifts and entertainment provided in the ordinary course of business do not violate this Section);

13.1.5.   it has not, and will not violate, or cause the other Party to violate any applicable anti-corruption or anti-money laundering laws in jurisdictions in which either Party conducts business, including without limitation, the U.S. Foreign Corrupt Practices Act of 1977 and the U.K. Bribery Act of 2010, and it has implemented effective controls to ensure compliance with Applicable Laws;

13.1.6.   it has not and will not violate any applicable sanctions laws, including without limitation all laws, regulations and Executive Orders administered by the Corruption and Foreign Public Officials Act, the U.S. Treasury Department Office of Foreign Assets Control, the United Nations Security Council, His Majesty’s Treasury, the European Union, or any other jurisdiction that has or will in the future issue a restrictive trade law;

13.1.7.   it has effective controls in place to reasonably assure compliance with Applicable Laws; and

13.1.8.   it has not directly, or indirectly, taken any action in violation of any export restrictions, anti-boycott regulations, embargo regulations or other similar applicable Canadian, United States or other foreign laws.

13.2.          Performance Warranty. We warrant that (a) the Services will be provided in a manner consistent with generally accepted industry standards, and (b) we will not knowingly introduce we will not knowingly introduce any viruses or other forms of malicious code into the Services.

13.3.         Disclaimer of Warranties. EXCEPT AS EXPRESSLY WARRANTED HEREIN, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND COURSE OF DEALING, ARE DISCLAIMED, AND THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS.” We make 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. We do not provide representations, warranties, or assurances against interception or access, and we do not warrant that use of the Services will be risk-free, uninterrupted, free of harmful code or error-free. We are 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.

14.   LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR BREACHES RELATING TO (i) YOUR LIABILITY FOR PAYMENT OF FEES, (ii) LIABILITY ARISING FROM EITHER PARTY’SOBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND (iii) LIABILITY ARISING FROM EITHER PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; IF EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE TOTAL AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SERVICES IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE SPONSORED SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE SPONSORED SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR ANTICIPATED SAVINGS) ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, 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.

15.   GENERAL.

15.1.         Changes; Waiver. Unless otherwise agreed to in a BTF, we may modify these Terms by posting a revised version at https://cygnvs.com/termsandpolicies/terms-of-service. The revised version will become effective and binding the next business day after it is posted. 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. 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.

15.2.          Governing Law & Venue. These terms are governed by California law, without regard to conflicts of law provisions. Any dispute arising out of these Terms shall be brought in 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. Each party consents to the exclusive jurisdiction of such courts.

15.3.          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. 

15.4.          Assignment. Neither Party will assign its rights or delegate its obligations under this Agreement or otherwise assign this Agreement to any third party without the other Party’s prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of a Party’s assets, business, or voting securities. This Agreement will bind and inure to the benefit of each Party and its successors. Notwithstanding the foregoing, an assignee of either party authorized hereunder will be bound by the terms of this Agreement and will have all of the rights and obligations of the assigning party set forth in this Agreement. If any assignee refuses to be bound by all of the terms and obligations of this Agreement or if any assignment is made in breach of the terms of this Agreement, then such assignment will be null and void and of no force or effect.

15.5.         Logos. You grant us permission to include your Company name in a list of customers and to use your Company logo for our promotional and marketing use during the term. You can opt-out of this use by filling out the Publicity Opt-Out form at https://www.cygnvs.com/termsandpolicies/publicity-opt-out.

15.6.          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 Event”. 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 Event and will not be considered a breach; a Party must give prompt written notice of any event considered a Force Majeure Event to delay or excuse performance of an obligation hereunder.

15.7.          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 the address as provided in our CYGNVS account information for the administrator of your account. You must keep all of your account information current.

15.8.          Entire Agreement. These Terms, along with our Privacy Policy and any applicable Data Processing Addendum and/or DORA 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 Master Service Agreement, and any BTF will be resolved in the following order: (a) the BTF, (b) the applicable Master Service Agreement, if any, and (c) these Terms.