Contact Us

Service Agreement

Last updated July 30, 2024

THIS SERVICE AGREEMENT (“AGREEMENT”) GOVERNS THE CLIENT’S (AS IDENTIFIED IN A SERVICE ORDER FORM) PURCHASE OF THE SERVICES (DEFINED BELOW) THAT CYEX, LLC (“CYEX”) WILL PROVIDE TO USERS. CAPITALIZED TERMS HAVE THE MEANINGS SET FORTH IN THIS AGREEMENT. BY EXECUTING A SERVICE ORDER FORM (AS DEFINED BELOW) THAT REFERENCES OR INCORPORATES THIS AGREEMENT, CLIENT AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. THE THIS SERVICE AGREEMENT (“AGREEMENT”) GOVERNS THE CLIENT’S (AS IDENTIFIED IN A SERVICE ORDER FORM) PURCHASE OF THE SERVICES (DEFINED BELOW) THAT CYEX, LLC (“CYEX”) WILL PROVIDE TO USERS. CAPITALIZED TERMS HAVE THE MEANINGS SET FORTH IN THIS AGREEMENT.  BY EXECUTING A SERVICE ORDER FORM (AS DEFINED BELOW) THAT REFERENCES OR INCORPORATES THIS AGREEMENT, CLIENT AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. THE “AGREEMENT EFFECTIVE DATE” OF THIS AGREEMENT IS THE SERVICE AGREEMENT EFFECTIVE DATE IDENTIFIED IN THE APPLICABLE SERVICE ORDER FORM. OF THIS AGREEMENT IS THE SERVICE AGREEMENT EFFECTIVE DATE IDENTIFIED IN THE APPLICABLE SERVICE ORDER FORM.

Terms and Conditions

  1. Services.
    1. Provision of Services. CyEx agrees to provide certain services (the “Services”) to Client for specific projects that are mutually agreed upon from time to time (the “Projects” or, individually, a “Project”) between Client and CyEx. Each Project will be set forth on either the CyEx service order form, or Client’s purchase Order or control document form, as mutually agreed to by the Parties (collectively a “Service Order Form”). Each Service Order Form shall, as applicable, contain: (i) the specific Service(s) being delivered by CyEx; (ii) the entity responsible for paying for the Services (“Payee”); (iii) the price for each Service being delivered by CyEx and the payment schedule; (iv) the length of the service term; (v) the schedule for delivery of the required Services; and (vi) such additional information as the parties may wish to include. Each Service Order Form, when executed by an authorized representative of both parties hereto, shall constitute a separate agreement and, except for provisions herein that such applicable Service Order Form expressly excludes or modifies, the applicable Service Order Form shall incorporate therein all of the terms and conditions of this Agreement. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any Service Order Form the terms and conditions of such Service Order Form shall govern. No Services will be provided by CyEx hereunder unless and until the Parties have duly executed in full an applicable Service Order Form in connection herewith, and any such Services will only be provided by CyEx through the applicable Service Term end date set forth under the applicable Service Order Form then in effect.
  2. Enrollments
    1. Enrollment Eligibility. To be eligible to enroll in the Service, each User must follow CyEx’s enrollment instructions, provide CyEx with a valid U.S. mailing address (including P.O. Box addresses), must be at least 18 years of age, have a valid email address, have a Social Security Number (if required by the CyEx Service), and is not currently enrolled in the Services under the same email address. Enrollment in the Service is subject to CyEx’s authentication, verification, and service exception delivery requirements. CyEx is responsible for delivering the Services to Users who successfully enroll (each referred to hereinafter as “Customer”) in accordance with this Agreement. If applicable, Users who are under 18 years of age are eligible to enroll in the Services by being added to an applicable plan account whose primary member is at least 18 years of age and by following the applicable enrollment instructions including (without limitation) providing CyEx with a valid social security number and other information requested. “User” shall mean an individual eligible to enroll in the Services as determined by the Client.
    2. Distribution of Codes. As mutually agreed to by the Parties, CyEx will provide codes to the Client or a party designated by the Client (“Codes”). Client shall distribute or cause to be distributed the Codes to Users. Such Codes will enable Users to enroll in the Services. CyEx shall not accept an enrollment into the Service without a valid Code. The number of Codes CyEx is obligated to provide to Client shall not exceed the number of Codes specified in the applicable Service Order Form.
  3. Fees & Payments. CyEx will issue an invoice to Payee for the amounts set forth in the Service Order Form. Upon receipt of an invoice from CyEx containing wire transfer instructions (and relevant tax information, i.e., an IRS Form W-9), Client shall cause to be paid to CyEx, the amount set forth in CyEx’s invoice within thirty (30) days from the invoice date.
  4. Agreement Term and Termination.
    1. Term. This Agreement shall commence on the Agreement Effective Date and shall continue until terminated in accordance with Section 4.
    2. Termination. Either Party may terminate this Agreement, at any time, for any or no reason, upon providing at least thirty (30) days prior written notice to the other Party, provided such termination shall only be effective upon the expiration or termination of the Service Order Form(s) then in effect at the time notice of termination is given. CyEx may upon thirty (30) days’ written notice to Client, terminate this Agreement or Service Order Form or modify, suspend or terminate any provision of the Agreement or Service Order Form to the extent reasonably necessary to comply with any law, regulation, government agency ruling or directive applicable to the Service, or requirement of any of its suppliers, including but not limited to any third party that supplies data used in connection with the Service. Either Party may also terminate this Agreement for breach upon immediate written notice if the other Party fails to cure a material breach more than thirty (30) days after delivery by the terminating Party of written notice stating its intent to terminate and reasonably describing the material breach. Either Party at its option may terminate this Agreement by written notice to the other Party in the event the other Party: (A) makes a general assignment for the benefit of creditors; (B) suffers or permits appointment of a trustee or receiver for its business or assets, if the trustee or receiver is not dismissed within sixty (60) days; (C) becomes subject to a voluntary or involuntary bankruptcy proceeding, if the proceeding is not dismissed within sixty (60) days; or (D) is liquidated voluntarily or otherwise.
    3. Obligations. Upon termination of this Agreement, (A) all licenses granted under the Agreement, and any authorization of Client to offer the Service, immediately terminate, and (B) each Party shall cease use of, and destroy or return to the other Party, any tangible or intangible material containing Confidential Information of the other Party, including information relating to Users. The Parties’ rights and obligations under the Agreement applicable to provision of the Service to those Customers that CyEx continues to service, including without limitation the payment of fees, remain in effect until CyEx ceases to provide the Service to those Customers.
  5. Information.
    1. Confidential Information Defined. For purposes of this Agreement, “Confidential Information” means information, materials, data, and documentation of a Party (the “Disclosing Party”) that is disclosed or provided to the other Party (the “Receiving Party”) by or on behalf of the Disclosing Party during the Term of this Agreement, including without limitation Customer information, trade secrets, know-how, inventions, techniques, processes, algorithms, computer software programs, schematics, financial and business data, projections and plans, operational plans and details, and designs. “Confidential Information” also includes the terms and conditions of this Agreement. Notwithstanding anything to the contrary in Section 5, “Confidential Information” does not include information that (A) is or becomes generally available to the public through no act or omission of the Receiving Party: (B) was in the Receiving Party’s lawful possession prior to receipt from the Disclosing Party; (C) is lawfully disclosed to the Receiving Party by a third party without violation of any right of the Disclosing Party; or (D) is independently developed by the Receiving Party.
    2. Customer Information & Obligations of the Parties: “Customer Information” means any personal identifiable information (as that term is defined by applicable law) of a Customer provided by Client to CyEx. Notwithstanding anything to the contrary in the foregoing, Customer Information does not include any information obtained or received by CyEx from Customer or another third-party.
    3. Obligations. The Receiving Party may not:
      1. Use the Disclosing Party’s Confidential Information other than for performance under this Agreement;
      2. Use the Disclosing Party’s Confidential Information to contact the Users other than for performance under this Agreement; and
      3. Disclose the Disclosing Party’s Confidential Information to any third party without the Disclosing Party’s written consent, except (1) to the Receiving Party’s attorneys or accountants under a professional duty of confidentiality to the Disclosing Party; (2) to the Receiving Party’s contractor under the contractor’s written agreement to use and disclose the information only as permitted under this Agreement, provided the Receiving Party remains liable for, and shall take all steps reasonably required to enforce, the contractor’s compliance with those obligations, or (3) as required under applicable law, regulation or court order, provided that the Receiving Party gives the Disclosing Party reasonable notice prior to such disclosure to the extent circumstances reasonably permit.
  6. Trademarks and Other Intellectual Property.
    1. CyEx Intellectual Property. As between Client and CyEx, CyEx retains ownership of the Services, the CyEx marks, CyEx materials, and all intellectual property rights and other proprietary rights related to them. No licenses or rights are granted to Client by CyEx other than as expressly provided for in this Agreement. Client may not remove or alter any copyright, trademark or other notices or proprietary markings appearing within the Services provided to Client. Except as permitted by any brand and trademark use policies or rules that CyEx publishes, this Agreement does not grant Client any right to use any CyEx mark or brand element.
    2. Marketing Materials. CyEx will provide approved marketing materials to Client for marketing the Services. Client may not create, display or distribute any materials regarding or referencing CyEx or the Services, without prior written or email approval from CyEx. In the event there are any additional costs for developing any materials regarding or referencing CyEx or the Services, specifically but not limited to the promotion of the Services, such costs will be set forth in the Service Order Form.
  7. Representations and Warranties.
    1. Mutual Representations and Warranties. Each Party represents and warrants to the other as follows:
      1. It is a legal entity organized and existing as specified in the Service Order Form, with all right and authority necessary to enter and perform under this Agreement.
      2. This Agreement has been duly entered into by it;
      3. Its performance under this Agreement does not violate any law, regulation, court order or material agreement to which it is subject;
      4. It has not and will not provide or use in connection with this Agreement any (1) Trademark in violation of any right of a third party in a Trademark; or (2) Intellectual Property in violation of any third-party patent, copyright, trade secret or other proprietary or intellectual property right; and
    2. Exclusions. THE REPRESENTATIONS AND WARRANTIES SPECIFIED IN SECTION 7 ARE THE SOLE WARRANTIES MADE BY ANY PARTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND ARE MADE TO AND FOR THE BENEFIT OF THE OTHER PARTY ONLY. NEITHER PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR PERFORMANCE, AND HEREBY DISCLAIMS AND EXCLUDES FROM THIS AGREEMENT ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, NONINTERFERENCE WITH DATA, ACCURACY, OR THAT THE SERVICE IS ERROR-FREE.
  8. Indemnification.
    1. Indemnification by Client. Client will defend, indemnify and hold harmless CyEx and its affiliates, directors, officers and agents (“CyEx Indemnitees”), from and against any and all claims, liabilities, losses, damages, costs and expenses, however stated, against any of the CyEx Indemnitees (i) resulting from any statements or representations not consistent with documentation or sales material provided by CyEx; or (ii) violation of any applicable laws applicable to the Client in performance of its obligations under this Agreement; or (iii) related to Client’s provision of Customer Information to CyEx.
    2. Indemnification by CyEx. CyEx will defend, indemnify and hold harmless Client and its affiliates, directors, officers, and agents (“Client Indemnitees”), from and against any and all claims, liabilities, losses, damages, costs and expenses, however stated, against any of the Client Indemnitees (i) resulting from any allegation that the Client’s use of the CyEx Services in accordance with this Agreement infringes or misappropriates any US patent, copyright, or trademark (each, a “Client Infringement Claim”), (ii) inaccurate marketing information negligently or willfully provided to Client related to the CyEx Service, (iii) and violation of any applicable laws applicable to CyEx’s performance of its obligations under this Agreement as finally determined by a court of law. If the Services become, or in CyEx’s opinion are likely to become, the subject of a Client Infringement Claim, CyEx may in its discretion and at its own expense: (a) obtain for Client the right to continue using the CyEx Services; (b) modify the CyEx Services so that they no longer infringe or misappropriate; or (c) terminate this Agreement. CyEx will have no liability for any Client Infringement Claim to the extent it arises from: (i) Client’s breach of this Agreement; (ii) CyEx’s compliance with Client’s written instructions; or (iv) continued use of the CyEx Services after CyEx notifies Client to discontinue use due to an Client Infringement Claim. THE FOREGOING STATES CYEX’S ENTIRE LIABILITY AND CLIENT’S EXCLUSIVE REMEDIES FOR ANY CLAIM OF INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT OR MISAPPROPRIATION.
    3. Indemnification Procedure. A party seeking indemnification under this Agreement will promptly notify the other party of the claim and reasonably cooperate with the other party (to the extent applicable) in defending the claim, at the other party’s expense. If permitted by applicable law, the indemnifying party will have full control and authority over the defense, except that: (a) any settlement requiring the indemnified party to admit liability, to perform any act or to pay any money will require that indemnified party’s prior written consent (such consent not to be unreasonably withheld or delayed); and (b) the indemnified party may join in the defense with its own counsel at its own expense.
  9. Liability Limitations. EXCEPT FOR BREACHES OF CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 5 (CONFIDENTIALITY) AND 8 (INDEMNIFICATION) RESPECTIVELY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS, LOSS OF DATA, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT FOR A PARTY’S GROSSLY NEGLIGENT OR WILLFULLY FRAUDULENT ACTIONS, BREACHES OF CONFIDENTIALITY UNDER SECTION 5 (CONFIDENTIALITY), AND INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION), EACH PARTY’S CUMULATIVE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID UNDER THIS AGREEMENT IN THE TRAILING TWELVE (12) MONTHS FROM THE DATE ON WHICH A CLAIM AROSE.
  10. Miscellaneous.
    1. Compliance. CyEx may upon written notice to Client suspend or terminate any provision of this Agreement to the extent reasonably necessary to comply with any (a) law, regulation, government agency, ruling or directive applicable to the Service, or (b) requirement of a consumer reporting agency or other third party that supplies data used in connection with the Service, including without limitation failure of the consumer reporting agency or third party to supply such data or termination of the applicable supply agreement. In the event of such suspension or termination, the Parties will cooperate to determine whether any notices must be given to Customers or changes made to the Services as a result.
    2. Independent Contractors. Each Party is an independent contractor of the other under this Agreement. This Agreement is not intended to create any other relationship between the Parties, including without limitation any employment, agency, partnership, joint venture or fiduciary relationship.
    3. Assignment. This Agreement binds and inures to the benefit of each Party’s permitted successors and assigns. Neither Party may assign this Agreement without the express prior written consent of the other, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, CyEx may assign this Agreement, without the Client’s consent, to an Affiliate, or to an entity that acquires all of the stock, or substantially all of the assets, of the assigning Party, or the surviving entity in a merger with CyEx. For purposes of this Agreement, “Affiliate” of a Party means an entity that controls, is controlled by, or is under common control with, that Party. Control of an entity means direct or indirect ownership of a majority of voting stock, or other majority equity interest, in each case with sufficient authority to direct the affairs of the entity.
    4. Headings. The headings, titles, subheadings and other similar designations for the sections, subsections and exhibits of this Agreement are for convenience only and shall not be deemed to be a part of this Agreement.
    5. Force Majeure. Neither Party shall be liable for, or be considered in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement (except with respect to payment obligations) as a result of any causes or conditions which are beyond such Party’s reasonable control and which such Party is unable to overcome by the exercise of reasonable diligence, including but not limited to any acts of God, weather, sabotage, war, strike, natural disaster, national emergency, terrorism, loss of infrastructure, or the like.
    6. Modification. No representation or promise, or modification or amendment to this Agreement is binding on either Party unless in writing signed by authorized representatives of both Parties.
    7. Waiver. Any failure or delay in exercising, or any single or partial exercise of, any right or remedy by a Party may not be deemed a waiver of any further, prior, or future right or remedy.
    8. Governing Law and Forum. This Agreement is governed by and must be construed in accordance with the laws of the State of New York, exclusive of its choice of law rules. Any lawsuit under this Agreement may be filed only in the state or federal courts in the State of New York, and each Party consents to exclusive jurisdiction and venue in those courts.
    9. Notices. All notices required to be given in writing must be sent by overnight delivery service with Internet tracking capabilities, and/or email to [email protected], to the name and address (as applicable) designated in this Section below, or to such other address or email that the receiving Party may in advance designate by written notice. Notice is deemed effective on the day after delivery to the overnight carrier, or, if emailed, upon the sender’s receipt of confirmation that the email transmission occurred. Notices may also be made in person and shall be deemed effective upon delivery.

      Notice to CyEx:

      Chief Executive Officer
      250 Northern Ave, 3rd Floor,
      Boston, MA 02210

      With a simultaneous copy to: Chief Legal Officer
      Email: [email protected]

    10. Severability. If any provision of this Agreement is declared invalid, the other provisions remain in full force and effect, and this Agreement is deemed to be amended to replace, to the extent legally possible, the rights and obligations contained in the invalid provision. The invalidity of any provision is not a failure of consideration.
    11. Entire Agreement. Each referenced in this Agreement and, for the avoidance of doubt, each and any Order Form entered into in connection herewith, is incorporated into and governed by this Agreement. This Agreement constitutes the entire understanding of the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, statements and representations, oral or written, between the Parties relating to the subject matter of the Agreement.
    12. Execution. This Agreement may be executed by one or more original or facsimile counterparts, each of which will be deemed part of one and the same instrument.

© 2025 CyEx.
All rights reserved.

Products

Services

Company

Legal