These Terms of Service ("Terms") are a binding agreement between SyloxIT Services Private Limited ("Sylox," "we," "us," or "our") — a company incorporated in India with its registered office at 6th Floor, Metropolis, Balewadi High Street, Balewadi, Pune - 411045, Maharashtra, India — and the person or entity accessing or using our website at www.syloxiris.com (the "Website") or our IRIS Data Security Posture Management platform (the "Service" or "IRIS").
Please read these Terms carefully. If you do not agree, do not use the Website or the Service.
You accept these Terms by (a) accessing or using the Website, (b) clicking "I accept" or a similar button when creating an account, or (c) accessing or using the Service in any way. If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.
Paid access to the Service is provided pursuant to one or more written ordering documents that reference these Terms or a Master Services Agreement (each, an "Order Form"). An Order Form sets out the subscription, fees, term, and any product- or customer-specific terms.
If you and Sylox have signed a separate Master Services Agreement ("MSA") covering the Service, the MSA governs your use of the Service and these Terms apply only to your use of the Website (and to any features or trials not covered by the MSA). In case of conflict, the order of precedence is: (1) the Order Form; (2) the MSA; (3) the Data Processing Agreement ("DPA"); and (4) these Terms. Absent an MSA, these Terms govern your use of both the Website and the Service.
We may update these Terms from time to time. Material changes will be communicated through the Website or by email before they take effect. Continued use after the effective date of an update means you accept the updated Terms. If you do not accept an update, your sole remedy is to stop using the Website and Service and, where applicable, terminate your subscription as set out in Section 12.
Capitalized terms used in these Terms have the meanings below. Terms not defined here have the meanings given in the Privacy Policy.
The terms "Controller", "Processor", and "Sub-processor" have the meanings given under applicable data-protection law and are used consistently with our Privacy Policy and DPA.
The Website and Service are intended for business use by adults aged 18 or older, acting on behalf of a legal entity. You may not use the Service if you are barred from doing so under applicable law, or if you are a competitor of Sylox accessing the Service for benchmarking, monitoring, or competitive-intelligence purposes (see Section 5).
To access most features of the Service, you must register an account or be provisioned by your organization. You agree to:
You are responsible for all activity under your account, including activity by your Authorized Users. Authorized Users must comply with these Terms, and you are responsible for their acts and omissions as if they were your own.
You decide who is an Authorized User and what role they hold. You must promptly remove access for individuals who are no longer entitled to use the Service.
Subject to these Terms, the applicable Order Form, and timely payment of Fees, Sylox grants you a non-exclusive, non-transferable, non-sublicensable, worldwide right during the Subscription Term to access and use the Service for your internal business purposes, and for the Authorized User volume and product configuration set out on the Order Form.
The Service, the Documentation, the Website, and all related software, models, algorithms, designs, and content are owned by Sylox or its licensors and are licensed, not sold. We reserve all rights not expressly granted in these Terms.
No rights are granted to you by implication, estoppel, or otherwise in respect of any Sylox or third-party intellectual property.
You agree that you will not, and will not permit any Authorized User or third party to:
We may suspend or terminate access for violations of this Section as set out in Section 12.
As between you and Sylox, you own all Customer Data. We claim no ownership in Customer Data.
You grant Sylox a worldwide, royalty-free, non-exclusive license to host, copy, transmit, process, display, and otherwise use Customer Data solely to provide and support the Service to you, to maintain and improve the security and performance of the Service, to prevent and address technical or security issues, and to comply with law. This license terminates on deletion of the Customer Data in accordance with Section 12.
You represent and warrant that:
For Personal Data within Customer Data, you are the Controller and Sylox is the Processor, processing Personal Data only on your documented instructions. The DPA governs that processing and is incorporated by reference into these Terms when you submit Personal Data to the Service.
Sylox may generate aggregated, de-identified, or anonymized data from use of the Service that does not identify you, your Authorized Users, or any individual ("Aggregated Data"). We may use Aggregated Data for any lawful purpose, including improving the Service. We will not re-identify Aggregated Data or share it in a manner that identifies you.
We perform routine backups for operational continuity, but you are responsible for maintaining your own backups of Customer Data outside the Service where required by your policies or applicable law.
We may offer free trials, proofs of concept, or evaluation access to the Service ("Trials"). Trials are provided "as is" and "as available", without any warranties, indemnities, or service-level commitments, and may be modified, suspended, or terminated by us at any time. At the end of a Trial, the Service will revert to a no-access state unless you have entered into a paid Order Form. Customer Data submitted during a Trial may be deleted after the Trial ends; export your data before then if you need it.
We may make pre-release, alpha, beta, preview, "early access", or experimental features available ("Beta Features"). Beta Features are optional, are provided "as is", may be incomplete, may change or be discontinued, and are excluded from any service-level agreement, support commitment, indemnity, or warranty. Your use of Beta Features is at your own risk.
You agree to pay the fees set out on the applicable Order Form ("Fees"). Unless the Order Form says otherwise, Fees are stated in the currency on the Order Form, are based on the subscription tier and Authorized User volume you select, and are non-cancellable and non-refundable except as expressly stated in these Terms or required by applicable law.
Subscriptions may be billed monthly or annually in advance, as set out on the Order Form. Annual subscriptions are typically invoiced for the full Subscription Term in advance.
Unless the Order Form states otherwise, invoices are due 30 days from invoice date. Overdue amounts may bear interest at the lower of 1.5% per month or the maximum rate permitted by law, calculated from the due date until paid.
Fees are exclusive of all taxes, levies, duties, and similar governmental assessments, including GST, VAT, sales tax, withholding tax, and equivalents (collectively, "Taxes"). You are responsible for all Taxes associated with your purchase, except for taxes based on Sylox's net income. If you are required by law to withhold tax on a payment, you will gross up the payment so that Sylox receives the amount it would have received absent the withholding.
Unless the Order Form states otherwise, subscriptions automatically renew for successive periods equal to the original Subscription Term at the then-current list price. Either party may prevent auto-renewal by giving written notice at least 30 days before the end of the current Subscription Term.
We may change Fees at the start of a renewal term on at least 60 days' prior notice. Existing fixed-term commitments are not affected mid-term.
Except as expressly stated in these Terms or required by mandatory applicable law, all Fees are non-refundable, including for unused portions of a Subscription Term, downgrades, or termination by you for convenience.
We may invoice by purchase order, bank transfer, or other method set out on the Order Form. Self-serve subscriptions, where offered, may require a valid payment card on file, and you authorize Sylox or its payment processor to charge the card for amounts due.
The Service may interoperate with Third-Party Integrations such as Snowflake, BigQuery, AWS, SAP HANA, HR systems, identity providers, and others. Third-Party Integrations are operated by their respective providers and are governed by separate terms between you and that provider. Sylox does not control Third-Party Integrations and is not responsible for their availability, accuracy, security, or compliance. You are responsible for:
If a Third-Party Integration becomes unavailable, modifies its API, or imposes restrictions, Sylox may suspend or modify the corresponding Service feature without liability.
The Service, the Website, the Documentation, and all related software, models, algorithms, designs, branding, and content, and all intellectual-property rights in them, are and remain the exclusive property of Sylox and its licensors.
Customer Data and your pre-existing intellectual property remain your property. Section 6.2 sets out the limited license you grant to Sylox.
If you provide suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Service ("Feedback"), you grant Sylox a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, and incorporate the Feedback for any purpose, including improvement of the Service, without obligation or attribution to you. You will not provide Feedback that is subject to a third-party license that restricts our use.
"Sylox", "Sylox Labs", "IRIS", and related logos are trademarks of Sylox. You may not use them without our prior written consent except to factually describe that you are a customer of the Service.
Our handling of Personal Data is described in our Privacy Policy, which is incorporated by reference into these Terms. For Personal Data within Customer Data, the DPA governs Sylox's processing as a Processor on your behalf. By using the Service, you acknowledge the Privacy Policy and, where applicable, agree to the DPA.
These Terms apply from your first use of the Website or the Service and continue until terminated as set out below. If you have a paid subscription, the Subscription Term and renewal terms are as set out on the Order Form.
Either party may terminate these Terms (and any Order Form) for cause if the other party materially breaches these Terms and fails to cure the breach within 30 days of written notice describing the breach in reasonable detail. Material breach includes, without limitation, non-payment of undisputed Fees and breach of Section 5 (Acceptable Use).
Either party may terminate immediately on written notice if the other party becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, or has a receiver appointed.
We may suspend your access to the Website or the Service immediately, with notice where reasonably practicable, if (a) we reasonably believe your use poses a security risk to the Service or another customer; (b) you are in material breach of Section 5; (c) you have failed to pay undisputed Fees that are 30 or more days overdue; or (d) suspension is required to comply with law or a governmental order. We will restore access promptly once the cause is resolved.
On termination or expiry:
Sections that by their nature should survive termination — including Sections 2 (Definitions), 6.1, 6.2 (last sentence), 6.5, 8 (for amounts accrued), 10, 11, 12.5-12.6, 13, 14, 15, and 16 — survive termination of these Terms.
To the maximum extent permitted by law, the Website, the Service, the Documentation, Trials, and Beta Features are provided "AS IS" and "AS AVAILABLE". Except as expressly set out in an MSA or Order Form, Sylox disclaims all warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranties arising from course of dealing, performance, or usage of trade.
Without limiting the foregoing, Sylox does not warrant that:
The Service is a tool that supports your data-protection and compliance program; it is not a substitute for legal advice or independent compliance assessment. You remain responsible for your data-handling decisions, your compliance posture, and the actions you take on the basis of Service outputs.
Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions, this disclaimer applies to the maximum extent permitted by law.
To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profits, revenue, business, goodwill, anticipated savings, or data, even if advised of the possibility of such damages and even if a remedy fails of its essential purpose.
To the maximum extent permitted by law, each party's aggregate liability arising out of or relating to these Terms, the Website, the Service, or any related Order Form, regardless of the form of action, will not exceed the total Fees paid or payable by you to Sylox under the applicable Order Form in the twelve (12) months immediately preceding the event giving rise to the claim (or, where no Fees have been paid, INR 10,000 or its equivalent).
The exclusions and limitations in Sections 14.1 and 14.2 do not apply to:
The parties agree that the limitations in this Section reflect a reasonable allocation of risk and form an essential basis of the bargain between them, and would not be entered into without these limitations.
Sylox will defend you against any third-party claim that your authorized use of the Service, as provided by Sylox and used in accordance with these Terms and the Documentation, infringes that third party's intellectual-property rights, and will pay damages and costs finally awarded against you by a court of competent jurisdiction or agreed in a settlement approved by Sylox in writing.
If the Service is, or in Sylox's opinion is likely to become, the subject of an infringement claim, Sylox may at its option and expense: (a) procure for you the right to continue using the Service; (b) modify or replace the Service so that it is non-infringing while remaining substantially equivalent in functionality; or (c) terminate the affected portion of the Service and refund any pre-paid, unused Fees for that portion.
Sylox has no obligation under this Section 15.1 to the extent a claim arises from: (i) Customer Data; (ii) modification of the Service by anyone other than Sylox; (iii) combination of the Service with software, data, or systems not provided by Sylox; (iv) use of the Service after Sylox has notified you to discontinue such use; or (v) Trials, Beta Features, or no-charge use.
You will defend Sylox against any third-party claim arising from or relating to: (a) Customer Data, including any claim that Customer Data infringes a third-party right or violates law; (b) your or your Authorized Users' use of the Service in breach of Section 5; or (c) Third-Party Integrations you choose to use, and will pay damages and costs finally awarded or agreed in settlement.
The indemnified party will (a) promptly notify the indemnifying party of the claim, (b) give the indemnifying party sole control of defense and settlement (provided that no settlement requiring an admission of liability or payment by the indemnified party may be made without the indemnified party's consent, not unreasonably withheld), and (c) provide reasonable cooperation at the indemnifying party's expense. Failure to give prompt notice excuses indemnification only to the extent the indemnifying party is materially prejudiced.
This Section 15 states each party's sole and exclusive remedy for third-party intellectual-property claims.
These Terms are governed by the laws of India, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Subject to Section 16.3, the courts at Pune, Maharashtra, India have exclusive jurisdiction over any dispute arising out of or relating to these Terms, the Website, or the Service, and each party submits to that jurisdiction.
For Order Forms with a total annual contract value above the threshold set out in the applicable MSA (or, where no MSA exists, where the parties so agree in writing), any dispute that is not resolved through good-faith negotiation within 30 days will be finally settled by arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator, seated in Pune, conducted in English. The award will be final and binding. Either party may seek interim or injunctive relief from a court of competent jurisdiction.
Notices to Sylox must be sent to legal@syloxlabs.com with a copy to our registered office. Notices to you may be sent to the email address on your account. Notices are effective on receipt (email) or three business days after dispatch (post).
You may not assign these Terms without our prior written consent. Sylox may assign these Terms in connection with a merger, acquisition, financing, or sale of all or substantially all of its assets. Any non-permitted assignment is void.
Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, internet or telecommunications failure, pandemic, or labour disturbance.
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
These Terms do not confer any rights on any third party.
If any provision of these Terms is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
Failure to enforce a provision is not a waiver of the right to enforce it later. Waivers must be in writing and signed by the waiving party.
These Terms, together with the Privacy Policy, the DPA (where applicable), and any Order Form or MSA, constitute the entire agreement between you and Sylox with respect to the Website and the Service, and supersede all prior or contemporaneous understandings on that subject. Pre-printed terms on a purchase order or other ordering document issued by you have no effect and are expressly rejected.
SyloxIT Services Private Limited 6th Floor, Metropolis, Balewadi High Street, Balewadi, Pune - 411045, Maharashtra, India
General legal: legal@syloxlabs.com Privacy: privacy@syloxlabs.com Security: security@syloxlabs.com