Scryn

Terms of Use

Scryn App (United States)

Effective as of the Commencement Date set forth in the Order Form

The following Terms of Use ("Terms") govern your access to and use of the Scryn platform and website (hereinafter referred to collectively as the "Service"). Scryn is a product of Scryn Inc. Any terms such as "we," "our," or "us" refer to Scryn Inc. "You" and "your" refer to the User as defined in these Terms. Please read these Terms carefully before using the Service. By accessing or using our Service, you agree to these Terms. If you do not agree with any part of these Terms, you may not use the Service. These Terms may be modified periodically.

Agreement Structure

The following documents make up the "Agreement" (in order of priority in case of any conflict) between us and you:

  • A. The Order Form (and any schedules attached thereto);
  • B. These Terms;
  • C. Our Privacy Policy (to the extent applicable).

All other terms and conditions, unless expressly agreed to in advance and in writing by us, shall be excluded to the extent permitted by law. Capitalized terms not otherwise defined in these Terms shall have the meanings given in the Order Form. This Agreement is effective as of the Commencement Date set forth in the Order Form.

1. Definitions

1.1 Scryn: Refers to the data and software platform developed by Scryn Inc., designed to facilitate connections between professionals, including investors, advisors, and other business entities.

1.2 Confidential Information: "Confidential Information" means any non-public, proprietary, or sensitive information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with this Agreement that is identified as confidential or should reasonably be understood as such given its nature. It includes trade secrets, business plans, financial data, customer lists, technical information, and related materials. Confidential Information excludes information that is publicly available, known to the Receiving Party prior to disclosure, lawfully obtained from a third party without confidentiality obligations, or independently developed without reference to the Disclosing Party's information.

1.3 Disclosing Party: The party that shares or provides Confidential Information to the other party under this Agreement.

1.4 Platform: The data and software-as-a-service platform, provided by Scryn Inc., and is accessible via the website https://scryn.co or any associated mobile application.

1.5 Receiving Party: The party that receives Confidential Information from the Disclosing Party under this Agreement and is obligated to protect it as outlined in this Agreement.

1.6 SaaS: Software-as-a-Service, referring to a software delivery model in which the Service is hosted by us and made accessible to the User via the internet.

1.7 Service: The online platform, tools, and related services provided by Scryn Inc., including but not limited to professional networking, deal facilitation, and communication tools.

1.8 User: Any person or entity who registers for or uses the Service, including investors, advisors, companies, and other participants.

2. Use of Service

2.1 By using the Service, you agree to the following:

  • (a) You will use the Service for lawful purposes only and in compliance with any applicable laws and regulations.
  • (b) You are solely responsible for your decisions, including those related to investments, partnerships, or business opportunities made through the Service.
  • (c) The Service does not provide investment, financial, legal, or other professional advice. You acknowledge that the Service's role is limited to providing technology-driven tools and functionalities to help authorized users identify and connect with targets.
  • (d) You will conduct your own due diligence and obtain appropriate professional advice (e.g., legal, financial, tax) before entering into any transaction or agreement.
  • (e) You agree that the data obtained through the platform will be used solely for your internal business purposes, including by your affiliates or portfolio companies. You will not sell, distribute, sublicense, or otherwise provide such data to any third party without explicit written consent from us. Any unauthorized use, reproduction, or distribution of the data is strictly prohibited and will be deemed a violation of these terms and subject to termination as per clause 5.

2.2 You further agree and acknowledge:

  • (a) You are responsible for any content or data you provide on the platform, including its accuracy, completeness, and legality.
  • (b) Your use of the Service is at your own risk. We disclaim all liability arising from your use of the Service or any decisions made based on information obtained through the platform.
  • (c) We are not responsible for any disputes, claims, or issues arising between users, including but not limited to investments, partnerships, or service agreements.
  • (d) You will use reasonable judgment and caution when interacting with entities found on the platform.
  • (e) You are responsible for the actions of any authorized representatives or employees using the Service on your behalf.

2.3 Changes to your Service:

We may, in our sole discretion, make any changes to the platform that we deem necessary or useful to: (1) maintain or enhance the quality or delivery of the product or service to customers, the competitive strength of or market for the product, or the platform's cost efficiency or performance; or (2) comply with applicable law. Such changes will not interfere with the platform's ability to maintain its intended function during the Term.

3. No Warranty

3.1 Disclaimer of Warranties

We provide the Service on an "as is" and "as available" basis. To the fullest extent permitted by law, we disclaim all warranties, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

3.2 Accuracy of Information

We do not guarantee the accuracy, completeness, or reliability of any information provided by users or third parties on the platform. Users are advised to independently verify information before relying on it.

3.3 Availability

We do not guarantee uninterrupted or error-free access to the platform. Scheduled maintenance, technical issues, or other factors may result in temporary service disruptions. Every effort will be made to notify you of such disruptions in advance.

4. Limitation of Liability

4.1 To the maximum extent permitted by law, we shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities, arising from or related to your use of the Service.

4.2 Our total liability for any claim arising out of or relating to these Terms or the Service shall not exceed 20% of the total fees paid by you to us in the 12 months preceding the event giving rise to the claim.

4.3 Scryn is not liable for any acts, omissions, or conduct of third parties using the platform.

4.4 You agree not to use the platform or services for any unlawful activities, to access or tamper with accounts, systems, or networks without authorization, to introduce malicious software or interfere with the platform's functionality, to scrape, harvest, or distribute data without permission, or to impersonate others or provide false information. Violations may result in suspension or termination of your account and legal action where applicable.

5. Termination

5.1 We reserve the right to suspend or terminate your access to the Service at any time, with or without cause, including but not limited to violations of these Terms.

5.2 For monthly subscriptions, you may terminate your account by providing 30 calendar days written notice to us. For yearly subscriptions, you may terminate your account only at the end of the term by providing 30 calendar days written notice to us prior to the end of the term. Upon termination, your access to the platform will be revoked, but certain provisions of these Terms (e.g., Limitation of Liability, Indemnification) will survive termination.

6. Indemnification

You agree to indemnify, defend, and hold harmless Scryn Inc., its affiliates, officers, directors, employees, agents, owners, licensors, and service providers from and against any and all claims, liabilities, damages, losses, costs, or expenses (including, without limitation, reasonable attorneys' fees and court costs) arising out of or related to: (a) your use or misuse of the service; (b) your violation of these terms, applicable laws, or the rights of any third party; (c) any content or data you submit, post, transmit, or otherwise make available through the service; or (d) any transactions, agreements, or disputes between you and other users of the service. This indemnification obligation will survive the termination of your account and your use of the service. Scryn reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate fully in asserting any available defenses.

7. Intellectual Property Rights

7.1 Ownership. We exclusively retain all rights, title, and interest in and to the Service, including, without limitation, all associated intellectual property rights, proprietary technology, software, algorithms, trademarks, service marks, logos, trade secrets, designs, and any other materials or content made available through the Service. Nothing in these Terms shall be construed as transferring, assigning, or granting any ownership rights to you or any third party. All rights not expressly granted under these Terms are reserved by us. Unauthorized use, reproduction, or distribution of any aspect of the Service is strictly prohibited and may result in legal action.

7.2 No Transfer of Rights. This Agreement does not transfer any intellectual property rights from us to you. We retain sole ownership of all intellectual property associated with the Service, including but not limited to copyrights, patents, trademarks, service marks, graphics, logos, and other proprietary rights. Trademarks, service marks, graphics, and logos used on the Service may also belong to third parties. All right, title, and interest in and to such property will remain solely with us or the applicable third party.

7.3 Restrictions on Use. The Scryn and Scryn Inc. names, logos, and all related trademarks or service marks, whether registered or unregistered, are the exclusive property of Scryn Inc. These trademarks and service marks may not be copied, downloaded, reproduced, used, modified, or distributed in any form without prior written permission from us, except as necessary for your authorized use of the Service or services under this Agreement.

7.4 Reservation of Rights. We reserve all rights not expressly granted to you under this Agreement. Any unauthorized use, reproduction, or distribution of intellectual property associated with us or its services is strictly prohibited and will constitute a breach of this Agreement, potentially leading to suspension of your access, termination of your account, and/or legal action.

7.5 Protection Against Unauthorized Data Replication and Scraping. We have measures in place to protect the integrity and exclusivity of our platform's database. Unauthorized attempts to replicate, scrape, or otherwise extract data from the platform, whether through automated tools or manual processes, are strictly prohibited. Any such activity will be considered a violation of these Terms and may result in immediate termination of access to the Service, as well as potential legal action. These safeguards ensure that our platform remains a trusted and secure resource for all users.

8. Force Majeure

We shall not be liable for any delays or failure in performance resulting from events beyond its reasonable control, including but not limited to acts of God, natural disasters, government actions, strikes, or network interruptions.

9. Governing Law, Jurisdiction, and Dispute Resolution

9.1 Governing Law and Jurisdiction. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any disputes arising out of or relating to these Terms shall be resolved exclusively in the courts of the State of Delaware.

9.2 Dispute Resolution

  • (a) Good Faith Negotiations: In the event of any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or the relationship between you and us, the parties agree to first attempt to resolve the dispute through good faith negotiations. Either party may initiate such negotiations by providing written notice of the dispute to the other party, outlining the nature of the claim and the relief sought.
  • (b) Mediation: If the dispute is not resolved within thirty (30) calendar days of such notice, the parties agree to submit the dispute to mediation, to be conducted by a mutually agreed-upon neutral mediator. The mediation will be held in the State of Delaware and conducted in English. The costs of mediation shall be shared equally between the parties, except that each party shall bear its own legal fees and expenses.
  • (c) Binding Arbitration: If the dispute remains unresolved after mediation, the parties agree that it shall be finally resolved through binding arbitration administered by and through the American Arbitration Association. The arbitration shall be conducted in Delaware by a single arbitrator, and the arbitrator's decision shall be final and binding on the parties. Judgment on the arbitration award may be entered in any court having jurisdiction.
  • (d) Exceptions to Arbitration: Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent unauthorized use, infringement, or misappropriation of intellectual property or confidential information.
  • (e) Class Action Waiver: To the fullest extent permitted by law, you and us agree to resolve any disputes on an individual basis only. Neither party may bring or participate in any class, collective, or representative action or arbitration.
  • (f) Time Limitation: Any claim or cause of action arising out of or related to these Terms must be filed within one (1) year after such claim or cause of action arose; otherwise, it is permanently barred.

10. Renewal

10.1 Subscription Term and Renewal

The Service is provided on a subscription basis for an initial term as specified in the Order Form or Subscription Agreement. Unless otherwise stated in the Order Form, the subscription will automatically renew for successive terms of the same duration unless either party provides written notice of non-renewal at least 30 calendar days prior to the end of the then-current term.

10.2 Pricing and Terms upon Renewal

Renewal terms and pricing may be subject to change, except where an automatic adjustment is specified in the Order Form, which shall apply without further notice. We will notify you of any changes in pricing or terms at least 30 calendar days prior to the renewal date. Continued use of the Service after renewal constitutes acceptance of the new terms.

11. General Provisions

11.1 Entire Agreement

These Terms constitute the entire agreement between you and us regarding the use of the Service and supersede all prior agreements or understandings.

11.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

11.3 No Waiver

Failure by us to enforce any right or provision under these Terms shall not constitute a waiver of such right or provision.

12. Scope of Application

These Terms of Use apply to the single user offering. For enterprise users, different terms may apply and will be set forth in a separate agreement.

Contact Us

If you have any questions about these Terms, please contact us:

Scryn Inc.
850 New Burton Road, Suite 201
Dover, DE 19904
Email: [email protected]

Thank you for using Scryn.