Terms of Service

These Terms of Service (“Terms”) govern your use of the Site and Service (each as defined below) provided by Dizzypeach Ltd (“Company”).

If you are using the Site or Service on behalf of an entity, you represent and warrant that you have authority to bind that entity to these Terms, and “you” will refer to that entity.

By using the Site or Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use the Site or Service.

1. Definitions

“Account” means an account created for a Customer to use the Service.
“Account Information” means information about an Account, including names, email addresses and billing information.
“Beta Release” means a pre-release, experimental or early-access version of the Service or the Company’s other products or services.
“Company Content” means information provided by the Company through the Site, Service or Beta Releases, including text and graphics, but excluding the Site, Service, Beta Releases, Documentation, Third-Party Content, Customer Content and Posts.
“Confidential Information” means information that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including non-public business, product, technology and marketing information, but excluding information that, without breach of any obligation owed to the disclosing party, is or becomes publicly available, was known prior to disclosure or was independently developed by the receiving party, or was received from a third-party.
“Customer” means an individual or entity that uses the Service, including through its Users.
“Customer Content” means information a Customer submits or otherwise provides to the Service or Beta Releases, including data from their accounts and integrations with Third-Party Services, or that is returned to them by the Service or Beta Releases based on such submissions, including Inputs and Outputs, but excluding their Posts and Usage Information.
“Documentation” means documentation relating to the Service or Beta Releases provided by the Company, including in-product documentation.
“Feedback” means feedback, comments, ideas, and associated context, relating to the Site, Service, Beta Releases or the Company’s other products or services.
“Fees” means the fees applicable to use of the Service as set out on the Company’s website or otherwise agreed with the Company.
“High-Risk Activity” means an activity where use or failure of the Service or Beta Releases could lead to death, personal injury or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, air traffic control or use cases prohibited under applicable law.
“Input” means information a Customer submits to AI features of the Service or Beta Releases.
“Output” means information returned to a Customer by AI features of the Service or Beta Releases based on the Input.
“Personal Information” means information relating to an identified or identifiable individual.
“Personnel” means directors, officers, employees, contractors and agents.
“Post” means a post submitted to the Site, Service or Beta Releases that is intended to be viewed by others, including in online communities and for reviews.
“SDK Components” means software development kits, client libraries, command-line tools or similar developer tools provided by the Company.
“Service” means the Company’s syncing service, APIs, SDK Components, underlying systems and networks, related support and professional services, and modifications of the foregoing.
“Site” means the Company’s websites, subdomains, webpages and online communities, including blogs, forms, online events and social media accounts.
“Subscription Term” means the period during which a Customer has agreed to subscribe to the Service.
“Supplemental Terms” means additional terms applicable to a Beta Release.
“Taxes” means sales, use, value-added (VAT), goods and services (GST), withholding, or similar taxes or levies that apply to the Service, excluding the Company’s income tax.
“Third-Party Content” means information provided by third parties through the Site, Service or Beta Releases, including text and graphics, but excluding Third-Party Services, Customer Content, Posts and Usage Information.
“Third-Party Service” means a third-party website or service that interoperates with the Service or Beta Releases.
“Usage Information” means data relating to the provision, configuration, use and security of the Site, Service, Beta Releases or Third-Party Services.
“User” means an individual authorized by a Customer to use the Service or Beta Releases.

2. Site and Service

Use: You may use the Site, Service, Beta Releases, Company Content and Third-Party Content only in compliance with these Terms, applicable Third-Party Service terms, the Documentation and applicable law.
Eligibility: You represent and warrant that you are at least 16 years old, have the legal capacity to enter into contracts under the law of your jurisdiction and are not barred from receiving services under the laws of England and Wales or other applicable jurisdiction.
Restrictions: You may not use the Site, Service, Beta Releases, Documentation, Company Content or Third-Party Content, or submit Posts, in violation of the Company’s Acceptable Use Policy, which is incorporated into these Terms.
High-Risk Activities: The Company has no liability for use of the Service or Beta Releases for High-Risk Activities.
Enforcement: The Company may monitor the Site, Service and Beta Releases, and take action against any party in violation of these Terms or applicable law, including rejecting, modifying or removing Documentation, Company Content, Third-Party Content, Customer Content or Posts, or restricting access to the Site, Service or Beta Releases. Where practicable, the Company will provide advance notice, but may act without notice to protect the Site, Service, Beta Releases or other Customers, and is not liable for such actions.
Communications: You are responsible for communications you send using the Site, Service or Beta Releases, including their content, timing and distribution.
Location: The Site, Service and Beta Releases are operated from the United Kingdom. The Site, Service, Beta Releases, Documentation, Company Content, Third-Party Content, Customer Content and Posts may be accessed, mirrored and managed from locations outside the United Kingdom.
Beta Releases: The Company does not warrant that Beta Releases will become generally available. Information about private Beta Releases constitutes the Company’s Confidential Information. Certain Beta Releases may include Supplemental Terms which apply in addition to these Terms. In the event of a conflict, the Supplemental Terms shall govern the applicable Beta Release.

3. Account

Use: To use the Service, you must create an Account, and provide and maintain accurate, current and complete Account Information. You are responsible for all uses of the Service and Beta Releases under your Account.
Credentials: You are responsible for maintaining the confidentiality of your Account credentials, including all Users’ credentials. You agree to immediately notify the Company of suspected or unauthorized use of your Account. The Company may rotate, revoke or expire API keys or other programmatic authentication mechanisms if it reasonably believes such credentials have been compromised or are being used in violation of these Terms.
Administration: Your Account’s administrative Users may be able to access, modify or delete your Customer Content and other data.

4. Third-Party Services

Links and Integrations: The Company provides links to and integrations with Third-Party Services solely as a convenience. Use of Third-Party Services is at your own risk and is subject to their terms. The Company does not endorse or assume responsibility for Third-Party Services or their comments, information, functionality or availability. If you grant a Third-Party Service access to your Account, you are responsible for its access and actions relating to your Account or data, including Customer Content. The Company may transmit and share Customer Content with Third-Party Services connected to your Account. Account Information and Usage Information relating to your use of an integration may be shared with the applicable Third-Party Service.

5. Billing

Fees: Except as expressly stated in these Terms or as required by applicable law, Fees paid are non-refundable and payment obligations are non-cancelable.
Future Functionality: You agree that your purchase of the Service is not contingent on the delivery of future functionality, or on comments made by the Company about future functionality.
Taxes: You are responsible for Taxes other than the Company’s income tax. Fees are exclusive of Taxes. If the Company is legally required to pay or collect Taxes on your behalf, the Company will invoice you, and you will pay that amount unless you provide a valid tax exemption certificate authorized by the appropriate taxing authority.
Term: Your Subscription Term begins when you subscribe to the Service and is the billing cycle you select.
Renewal: Unless you cancel your subscription before the renewal date, your subscription will automatically renew for a period equal to your current Subscription Term. Renewals are subject to the Company continuing to offer the applicable Service, plan, and components thereof, and will be subject to the current Fees and eligibility criteria.

6. Termination

Cancellation and Expiry: If you cancel your subscription or it expires, you will lose access to paid features at the end of your Subscription Term.
Suspension and Termination: The Company may suspend or terminate your access to the Site, Service, Beta Releases or your Account, at any time and for any reason. If your Account is suspended or terminated without cause, the Company will refund prepaid Fees on a pro-rata basis for the unused portion of your Subscription Term. If your Account is terminated for cause, including for a violation of these Terms, the Company will not refund you.
EU Data Act: This Section applies only if you are subject to Regulation (EU) 2023/2854. You may terminate your Account by providing notice to the Company’s Support. The Company will provide reasonable assistance to enable you to access, export and delete your Customer Content, and to delete your Account.
Effect of Termination: Upon deletion of your Account, your Account and Customer Content cannot be recovered. If your Account does not have an active subscription for twenty-four (24) or more months, the Company may delete your Account and associated data. Provisions of these Terms that by their nature should survive termination will remain in effect, including restrictions, payment obligations, warranty disclaimers, indemnity obligations, limitations of liability and confidentiality obligations.

7. Data

Customer Content: You are responsible for your Customer Content and actions triggered by it. You represent and warrant that you have all necessary rights and permissions to use, process, store and transmit Customer Content and for actions triggered by it.
Posts: You are responsible for your Posts. You represent and warrant that you have all necessary rights and permissions to submit Posts.
Privacy: The Company’s Privacy Policy is incorporated into these Terms.

8. Ownership

Service and Beta Releases: All right, title and interest in and to the Service and Beta Releases are retained by the Company and its licensors. Except as expressly stated in these Terms, no rights are granted to you. To the extent the Service and Beta Releases include SDK Components, the Company grants you a limited, non-exclusive, non-transferable and revocable license during your Subscription Term or participation in the applicable Beta Release to download, install and use the SDK Components in connection with the Service or Beta Release.
Documentation and Company Content: All right, title and interest in and to the Documentation and Company Content are retained by the Company. Except as expressly stated in these Terms, no rights are granted to you.
Third-Party Content: All right, title and interest in and to Third-Party Content are retained by its owner. Except as expressly stated in these Terms, no rights are granted to you. Third-Party Content may be subject to the owner’s terms.
Documentation, Company Content and Third-Party Content License: The Company grants you a limited, non-exclusive, non-transferable and revocable license to use, download and print Documentation, Company Content and Third-Party Content subject to these Terms.
Customer Content: You retain ownership of your Customer Content. You grant the Company a non-exclusive, worldwide and royalty-free license to use, process, store and transmit your Customer Content, and to access your Account as reasonably necessary to provide and maintain the Service and Beta Releases or as required by law.
Posts: You retain ownership of your Posts. You grant the Company a non-exclusive, worldwide, royalty-free, sublicenseable, perpetual and irrevocable license to use, store, modify, create derivative works from, reproduce, distribute and publicly display your Posts.
Trademarks: All right, title and interest in and to third-party trademarks, logos and product names are retained by their respective owners. No rights are granted to you without the owner’s written consent. You grant the Company the right to identify you as a Customer and to use your trademarks and logos for that purpose.
Improvements: You grant the Company a worldwide, royalty-free, sublicenseable, perpetual and irrevocable license to use your Feedback. The Company may also collect and use Usage Information, and derive de-identified data from your Customer Content, to provide, maintain and improve the Site, Service, Beta Releases or the Company’s other products or services.

9. Warranties, Disclaimers and Indemnities

Service Warranty: The Company will provide the Service during your Subscription Term in accordance with the Documentation. If this warranty is breached, the Company will reperform the deficient Service or refund prepaid Fees on a pro-rata basis for the unused portion of your Subscription Term. You must provide written notice to the Company of a warranty deficiency within ten (10) days from receipt of the deficient Service.
Disclaimers: Except as expressly stated in these Terms, the Site, Service, Beta Releases, Documentation, Company Content and Third-Party Content are provided “as is” and “as available” without implied, statutory or other warranties. The Company does not warrant that the Site, Service, Beta Releases, Documentation, Company Content or Third-Party Content will be accurate, reliable, uninterrupted or error-free.
Your Indemnity: You agree to indemnify, defend and hold the Company and its Personnel harmless against any loss, costs, damages, liabilities and expenses (including reasonable legal fees) relating to the Site, Service, Beta Releases, Documentation, Company Content, Third-Party Content, Customer Content, Posts or your violation of these Terms.
The Company’s Indemnity: The Company will indemnify you against third-party claims alleging your use of the Service infringes third-party intellectual property rights, and will pay damages awarded against you by a court of competent jurisdiction, provided you give written notice and reasonable assistance to the Company. The Company may assume exclusive control of the defense and settlement. The foregoing shall not apply to claims arising from use of the Service during a free trial period, Beta Releases, Customer Content, use of the Service in violation of these Terms, or combinations of the Service with third-party information or technology. If the Company reasonably believes the Service may infringe third-party intellectual property rights it may obtain a license that permits your continued use of the Service, modify or replace the Service, or terminate the applicable Service and refund prepaid Fees on a pro-rata basis for the unused portion of your Subscription Term.
Exclusive Remedy: This Section states each party’s exclusive remedy for third-party claims covered by this section.

10. Limitation of Liability

To the extent permitted by applicable law, and except for Fees you owe, indemnity obligations, your breach of Section 2, and claims not limited under applicable law, neither party nor their licensors (and in the case of the Company, its Personnel) will be liable for amounts in the aggregate that exceed the Fees paid by you during your current Subscription Term or for indirect, incidental, consequential, punitive, special, exemplary or statutory damages, including loss of business, revenue, profits, data or goodwill, even if advised of the possibility of such damages.
The limitations in this Section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will apply even if any limited remedy in these Terms fails of its essential purpose.

11. Confidentiality

Protection and Use of Confidential Information: The receiving party will take reasonable measures to prevent unauthorized disclosure or use of Confidential Information, and limit access to its Personnel who need to know such information, provided they are bound by confidentiality obligations at least as restrictive as those in these Terms, and not disclose or use Confidential Information for any purpose outside the scope of these Terms. Either party may disclose Confidential Information to financial and legal advisors, provided they are bound by confidentiality obligations at least as restrictive as those in these Terms.
Compelled Disclosure: The receiving party may disclose Confidential Information if required by law, provided it gives the disclosing party prior notice to the extent permitted by applicable law, and reasonable assistance. The disclosing party will reimburse the receiving party for its reasonable cost of complying with the request and providing assistance.

12. Notices

The Company may provide you with notices using your User email address, or through the Service. You are responsible for ensuring your email address is accurate and current. Notices to the Company must be sent to info@dizzypeach.ltd.

13. Updates to Terms

The Company may update these Terms from time to time by posting a modified version, including the modification date. If material changes are made, the Company will provide you with reasonable notice prior to the new Terms taking effect. By continuing to use the Site or Service, you agree to be bound by such modified Terms.

14. General

Personnel: The Company may use its Personnel to perform its obligations under these Terms and will be responsible for their compliance with these Terms.
Force Majeure: Neither party will be liable for failure or delay in performance due to events beyond its reasonable control, including denial-of-service attacks, third-party hosting or utility provider failures, strikes, shortages, riots, fires, acts of God, war, terrorism and governmental action.
Assignment: Neither party may assign these Terms without the other party’s prior written consent, except in connection with the assigning party’s acquisition, merger, reorganization or transfer of all or substantially all of its voting securities or assets, provided the assignee agrees to be bound by these Terms. Any non-permitted assignment, including your assignment to a competitor of the Company, is null and void.
Class Action Waiver: You acknowledge and agree that you may not bring or participate in collective, representative or group proceedings against the Company.
Third-Party Beneficiaries: These Terms do not create any right in favor of third parties.
Severability: If any provision of these Terms is invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be reformed to reflect the parties’ intent and enforced to the maximum extent.
Waiver: No failure or delay by either party to exercise any right under these Terms constitutes a waiver of that right.
Governing Law: These Terms will be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales will have exclusive jurisdiction to settle disputes arising out of or relating to these Terms.
Entire Agreement: These Terms and the policies expressly referenced and incorporated into these Terms constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, proposals or discussions between the parties relating to the subject matter hereof.