Terms and Conditions

1. Effective Date & Application

These Terms, as amended and restated, are effective October 1, 2025.

The Oyne Terms of Service have been continuously in effect prior to this date, and this version supersedes and replaces all earlier versions as of the Effective Date.

For accounts created before October 1, 2025, these updated Terms apply on the earlier of:

• (i) your affirmative re-consent within the Software (for example, by clicking "I Agree" or signing in after notice of the update); or
• (ii) your continued access or use of the Software after reasonable notice of these updated Terms.

All access and use of the Software before the Effective Date remain governed by the prior Terms you accepted, and your obligations of confidentiality, non-reverse-engineering, and intellectual-property protection under those prior Terms remain in full force and are expressly ratified and continued under this updated version.

2. Definitions

• Affiliate: entity controlling, controlled by, or under common control with a party.
• Confidential Information: all non-public information disclosed by or for Oyne (or obtained via access/use), including the Software, source/object code, architecture, algorithms, roadmaps, pricing, security, telemetry, audit logs, schemas, and any output revealing system design/performance. Trade secrets remain protected as long as they qualify.
• Customer Data: data you submit (project data, files, photos, forms, messages, account info); excludes Feedback and Oyne Materials.
• Oyne Materials: the Software, code, designs, UI/UX, documentation, models, templates, schemas, generated telemetry/metadata, and derivatives.
• Feedback: suggestions, ideas, improvements about the Software.
• Purpose: your internal construction-management operations under these Terms.

3. Ownership; White-Label; License; Third-Party Components

Ownership

Oyne owns all rights in the Oyne Materials and Confidential Information, including derivatives and improvements. No rights by implication or estoppel.

White-Label

Branding does not transfer ownership, IP, or operational control. User has no rights in the code or architecture.

License to Customer

Subject to these Terms and timely payment, Oyne grants a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access/use the Software solely for the Purpose. All other rights are reserved.

Third-Party/Open-Source

Third-party or open-source components are governed by their own licenses, which control for those components only.

Subprocessors

Oyne may use Affiliates/subprocessors to deliver the Service and remains responsible for their performance.

4. Confidentiality (NDA)

Use Confidential Information only for the Purpose; protect it with at least reasonable care (no less than the care for your own); disclose only to need-to-know personnel bound by written duties no less protective.

Exclusions

Info that is public without breach; already known without duty; independently developed; or rightfully received from another without restriction.

Compelled Disclosure

Give prompt notice (if lawful), disclose only what is required, and cooperate on protective orders.

Return/Destruction & Forensics

Upon request or termination, stop using and return or destroy Confidential Information and certify destruction, permitting reasonable forensic validation if misuse is reasonably suspected. Secure, automated backups may be retained for up to 90 days solely for compliance, then purged.

5. Reseller / White-Label Guardrails

Authorization

User may market the Software only with Oyne's written authorization.

Pass-Through & Beneficiary

User must bind end customers to terms at least as protective as these Terms; Oyne is an express third-party beneficiary of those terms.

No Code Access

No escrow without Oyne's express written agreement.

Branding Controls

Names/logos only with prior written consent and compliance with Brand Guidelines.

6. Use Restrictions (Anti-Replication; No Derivatives; Anti-Capture; No AI Training)

You must not, and must not permit others to:

Reverse Engineering/Derivatives

Reverse engineer, decompile, disassemble, translate, adapt, or create derivative works; copy, frame, mirror, or reproduce any part of the Software except as expressly allowed. Carve-out: only to the limited extent prohibited by applicable law (e.g., 17 U.S.C. §1201(f)).

Anti-Capture & Reproduction

Record, screenshot, scrape, spider, crawl, harvest, bulk-export, mine, photograph, or otherwise capture UI, workflows, schemas, or output to replicate/benchmark or assemble a competitive dataset/service.

No AI/ML Uses

Use the Software, Oyne Materials, or any output/metadata/logs/screenshots to train, fine-tune, evaluate, benchmark, or improve any AI/ML model (including LLMs/foundation models) or dataset, or to seed/ground external AI systems, without Oyne's prior written consent and a separate data-use license.

Competitive Use

Access to build, offer, assist, or advise a competing product/service, or to copy features, functions, or performance.

Security/Integrity

Bypass security or usage controls; introduce malware; conduct pen-tests or scans without prior written authorization.

Prohibited Content/Activity

Unlawful use; IP/privacy violations; spam; or AUP breaches (Appendix A).

Circumvention

Work around license caps, tenant boundaries, geofencing, or quotas.

Technical Measures

Oyne may deploy watermarking, telemetry, canary data, and hashing to detect/mitigate violations.

7. Customer Data; Privacy; Data Use Limits

Ownership

You own Customer Data. You grant Oyne a non-exclusive, worldwide, royalty-free license to host, process, transmit, display, and generate de-identified telemetry/metadata from Customer Data to provide, secure, support, and improve the Service for you. Oyne does not sell Customer Data.

De-Identified Analytics

Oyne may use De-identified Data for security, capacity planning, and product improvement.

Security

Oyne implements administrative, physical, and technical safeguards appropriate to the data's nature. No system is 100% secure.

DPA/Privacy Policy

Where required (e.g., GDPR/CCPA), the parties will enter a DPA; in a conflict, the DPA controls for personal data. Your use is also governed by the Privacy Policy (incorporated by reference).

Export/Deletion

During your subscription you may export Customer Data via available tools. Post-termination, upon written request, Oyne will enable export for a reasonable period; thereafter, Oyne may delete or anonymize Customer Data subject to legal retention.

8. Accounts; Access; Monitoring; Security Events

You are responsible for accounts, credentials, and configurations. You authorize reasonable monitoring/logging for security, compliance, and usage enforcement. Promptly notify Oyne of suspected unauthorized access or security incidents and cooperate on remediation.

9. Fees; Taxes; Renewals; Changes

Fees and terms are set in your order or plan. All fees are non-cancelable and non-refundable unless expressly stated. Late amounts accrue 5% per month (or the lawful maximum). Fees exclude taxes; you are responsible for applicable taxes (other than Oyne's income taxes). Subscriptions auto-renew unless canceled per plan before renewal. Oyne may change pricing/features effective on renewal or as stated in your order.

10. Publicity; Attribution; Brand Use (Strict)

No public statements, press releases, case studies, social posts, ads, or marketing claims referencing Oyne, its customers, or the Software without Oyne's prior written consent. No use of Oyne names, logos, or trademarks except per written brand guidelines expressly approved by Oyne and solely for an approved purpose. All goodwill accrues to Oyne.

11. Feedback Assignment

You hereby assign to Oyne all rights in Feedback upon creation. Where assignment is ineffective, you grant an exclusive, perpetual, irrevocable, worldwide, royalty-free license (with sublicense rights) to use/exploit Feedback. You waive moral rights to the extent permitted.

12. Export Controls & Sanctions; Jurisdiction Restrictions

You represent you (and beneficial owners) are not (a) located in, organized under, or ordinarily resident in embargoed/sanctioned jurisdictions; (b) on U.S./U.K./EU/UN restricted-party lists; or (c) using the Software for prohibited end uses. You will comply with EAR, OFAC, and analogous regimes, and will not make the Software available from/to prohibited locations or parties. Flow these restrictions to users/subcontractors.

13. Government End-Users

The Software and documentation are "commercial computer software" and "commercial computer software documentation." U.S. Government rights are limited to those in these Terms under FAR 12.212 and DFARS 227.7202.

14. Availability; Changes; Beta/Previews

Oyne aims for high availability but does not guarantee uninterrupted access. Oyne may modify, suspend, or discontinue features (including Beta/Preview features provided AS IS) with or without notice. Material changes to Terms will be notified and become effective as stated in the notice.

15. Compliance Verification (Audit)

During the Term and 12 months thereafter, Oyne (or an independent auditor) may, upon 5 business days' notice and no more than once per 12 months (unless Oyne reasonably suspects a material breach), audit your relevant systems/records to verify compliance with Sections 4, 6, 7, 10, 12 and plan limits. Audits will minimize disruption and protect your confidentiality. If a material breach is found, you will reimburse reasonable audit costs and promptly cure.

16. Indemnification by Customer

You will defend, indemnify, and hold harmless Oyne and its Affiliates, officers, directors, employees, and agents from third-party claims, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• (a) Customer Data;
• (b) your use in violation of law or these Terms;
• (c) infringement/misappropriation caused by your configurations, data, or combinations; or
• (d) your breach of Sections 4, 6, 10, or 12.

17. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE." Oyne DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Oyne DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OR THAT OUTPUT WILL MEET YOUR REQUIREMENTS.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, Oyne WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOSS OF PROFITS/REVENUE/GOODWILL/DATA; OR COST OF SUBSTITUTE GOODS/SERVICES—EVEN IF ADVISED OF THE POSSIBILITY. Oyne'S AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNTS YOU PAID FOR THE Oyne SERVICE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

These limits do not apply to your payment obligations.

19. Injunctive Relief; Deliver-Up; Liquidated Damages; Prevailing-Party Fees

Equitable Relief

Breach or threatened breach of Sections 4 (NDA), 6 (Use Restrictions), 10 (Publicity/Marks), or 12 (Export/Sanctions) causes irreparable harm. Oyne is entitled to immediate injunctive relief (including TROs) without bond.

Deliver-Up/Destruction

On Oyne's request following suspected breach, you will identify, isolate, deliver, and/or destroy any captured, derived, or infringing materials (including screenshots, datasets, models, benchmarks) and certify completion; you will reasonably cooperate with forensic validation.

Liquidated Damages (Targeted Breaches)

For each verified breach of Section 6 (items Reverse engineering/derivatives or Anti-capture & reproduction or No AI/ML uses) or Section 10, you will pay liquidated damages of the greater of: $20,000 or 3× the total fees paid/payable for the 12 months preceding the breach per breach event, plus $250 per day for continuing misuse after written notice. The parties agree this is a reasonable pre-estimate of likely harm and not a penalty. If unenforceable, Oyne may seek actual damages and full equitable relief.

Prevailing-Party Fees

In any action to enforce Sections 4, 6, 10, or 12, the prevailing party is entitled to reasonable attorneys' fees and costs.

20. Term; Suspension; Termination; Post-Termination

Term

These Terms begin upon applicatio usage and continue while you access or pay for the Service.

Suspension

Oyne may suspend immediately for security risk, suspected unlawful use or breach, overdue fees, or a governmental request.

Termination

Either party may terminate for material breach not cured within 30 days' written notice (10 days for payment). Oyne may terminate immediately for non-curable breaches of Sections 4, 6, 10, or 12.

Data Export/Deletion

See Section 7. After the export window, Oyne may delete/anonymize Customer Data subject to legal retention.

Survival

Sections 1–7, 9–12, 14–21, 23–27 survive termination.

21. Dispute Resolution; Arbitration; Class Waiver; Jury Waiver

Governing Law

These Terms are governed by applicable law, excluding conflicts rules and the U.N. CISG.

Arbitration

Disputes will be finally resolved by binding arbitration. Language: English. Judgment may be entered in any court of competent jurisdiction.

Injunctive Carve-Out

Either party may seek temporary or injunctive relief in Oyne' preferred venue to protect rights pending arbitration.

Class/Representative Waiver

Disputes are on an individual basis only—no class, collective, or representative actions.

Jury Waiver (If Court)

If a dispute proceeds in court, the parties waive jury trial to the extent permitted by law.

22. Change of Control to a Competitor

Oyne may terminate on 30 days' notice if you undergo a change of control to a direct competitor, subject to a good-faith refund of prepaid, unused fees, or condition continued use on additional safeguards.

23. Severability; Reformation ("Step-Down")

If any provision is invalid or unenforceable, it will be reformed to the minimum extent necessary to effectuate the parties' intent; the remainder stays in force. If a liquidated-damages amount is excessive under applicable law, it will be reduced to the maximum enforceable amount.

24. Assignment

You may not assign or transfer these Terms without Oyne's prior written consent; any prohibited assignment is void. Oyne may assign to an Affiliate or in connection with merger, reorganization, or sale.

25. Force Majeure

Neither party is liable for delay/failure due to events beyond reasonable control (e.g., natural disasters, war, labor disputes, utility/Internet/hosting outages, governmental actions), excluding payment obligations.

26. Notices

To Oyne: 110 Commons Park N, Stamford, 06902 CT | Email: hi@oyne.tech

To Customer: the address/email in your account/order. Notices are deemed given upon receipt (or two business days after verifiable dispatch).

27. Entire Agreement; Updates; Order of Precedence; Waiver; Interpretation; Language

These Terms (including Appendix A and incorporated policies like the Privacy Policy and any DPA) are the entire agreement and supersede all prior or contemporaneous agreements regarding the Software (including prior Terms). Oyne may update these Terms; notice will be provided (e.g., email, in-product, or login banner). The updated Terms will apply on the earlier of (i) your affirmative re-consent or (ii) continued use after reasonable notice.

Order of precedence: (1) DPA (re personal data), (2) an Order Form/SOW that expressly overrides these Terms, (3) these Terms, (4) referenced policies.

Failure to enforce is not a waiver. "Including" means "including without limitation." English controls; translations are for convenience only.

Appendix A – Acceptable Use Policy (AUP)

You will not (and will not permit others to):

• Use the Software unlawfully; violate IP, privacy, export, or sanctions laws; or submit illegal content.
• Upload malicious code; probe or test vulnerabilities without prior written authorization; interfere with security, access controls, or rate limits.
• Capture UI/UX, schemas, workflows, logs, or output (e.g., scrape, crawl, harvest, screenshot, bulk export) to compile datasets, benchmarks, or build/assist a competing product.
• Use any Software output/metadata/screenshots to train, fine-tune, evaluate, or benchmark AI/ML models or datasets, or to seed/ground prompts for external AI, without a separate written license.
• Misrepresent affiliation with Oyne; remove or obscure proprietary notices or watermarks.
• Circumvent tenant boundaries, license caps, or geographic controls; share credentials or enable unauthorized access.
• Transmit spam, abusive, or deceptive content; engage in fraudulent or deceptive practices.
• Use the Software in a manner that could reasonably create a substitute for the Software or materially degrade service for others.