You should carefully read the following terms of use before accessing or using Cypress Cloud available through https://cloud.cypress.io ("Cypress Cloud") provided by Cypress.io, inc. ("Cypress"). By clicking the ["I accept"] button and proceeding to use Cypress Cloud, you acknowledge your acceptance of the terms of use below and as updated by Cypress from time to time ("Terms of Use"). The "agreement" means the Terms of Use, the pricing and features you select as part of your Cypress Cloud package, and any written order you and Cypress execute that refers to these Terms of Use. Clicking the ["I accept"] button is a legally valid way to create a binding contract and constitutes your electronic signature to this agreement.
You represent and warrant that you have read and understand all of the terms and conditions of this agreement and you are at least 18 years of age. Further, if you are entering into this agreement on behalf of a corporation or other legal entity ("Organization"), then (i) except as expressly indicated otherwise, all references to "you" in this agreement after this paragraph mean the Organization, and (ii) by clicking the ["I accept"] button you represent and warrant (X) that you are currently employed by the Organization and have the authority and legal ability to enter into this agreement on behalf of the Organization, and (Y) the Organization agrees to be bound by all of the terms of this agreement.
If you do not agree to these Terms of Use, then do not access or use Cypress Cloud.
Copies of these terms of use are available for download and printing by using current web browser software and going to https://on.cypress.io/terms-of-use.
Notice of binding arbitration
Any claim, dispute or controversy of whatever nature arising out of or relating to this agreement shall be resolved by final and binding arbitration in accordance with the process described in the section titled "arbitration" below. Please read the section titled "arbitration" carefully.
If you and Cypress execute a written order for Cypress Cloud that references these Terms of Use, then that order may contain different or additional terms regarding fees, payment or other aspects of Cypress Cloud and those additional terms will be part of this Agreement and control over the terms below.
Cypress Cloud is intended to be used with the Cypress app testing tool, which is open source software that is available, among other places, at https://download.cypress.io/desktop ("Cypress app"). The Cypress app enables you to write, run and debug test runs for your software programs ("Test Runs"). This Agreement does not govern your use of the Cypress app.
Guides, instructions, recommendations, FAQs, restrictions and other documentation regarding Cypress Cloud (collectively, "Documentation") can be found at https://on.cypress.io/why-cypress.
When you register for Cypress Cloud you will create your account for Cypress Cloud ("Account"). As part of creating and updating your Account you will provide certain identifying contact information and payment information ("Account Information"). When you initially register for Cypress Cloud, you will have a Default Organization subscribed to a free plan with certain restrictions. You may then upgrade Cypress Cloud package under your Account based on several available options. Cypress Cloud package you select for your Account will specify the fees and corresponding features and limitations, including the number of Test Runs you may execute and view in Cypress Cloud and the level of support Cypress will provide.
The Documentation describes the process by which you can set up a project for Test Runs (a "Project") and create organizations to group and manage Projects ("Organizations"). You may invite individuals to access your Organizations in Cypress Cloud through your Account ("Users") and manage those Users. Any User whom you designate as an "Admin" or an "Owner" may invite, edit and delete Users. You are responsible for ensuring that information regarding Users is accurate and current. You can update your User information by contacting Cypress at support@cypress.io. Your and your Users’ protection of their IDs, passwords and identifying information is an integral part of maintaining the privacy and integrity of data in Cypress Cloud. You shall keep confidential and not disclose, nor permit any User to disclose, any such information to third parties. You shall notify Cypress immediately at support@cypress.io of any unauthorized use of any User information or any other known or suspected breach of security with respect to your use of Cypress Cloud. You are responsible for ensuring that all Users comply with the terms of this Agreement and for all activities of Users and others that occur through your Account.
Certain third party services, including GitHub, are required to enable your Users to login and access to Cypress Cloud. If a User’s account with GitHub or those third party services ends for any reason, the User will not be able to access or use Cypress Cloud.
Subject to the terms and conditions of this Agreement, Cypress grants you a nonexclusive, non-transferable, non-sublicensable license for your Users to use Cypress Cloud solely to access and manage your Testing Content for your internal business or personal use. "Testing Content" means the video recordings, screenshots, results and other output from Test Runs that are made available to Cypress Cloud as well as the diagnostic and analytical summaries and reports produced through Cypress Cloud based on such output. In addition, Users may access and use the Documentation solely in connection with their permitted use of Cypress Cloud.
Cypress Cloud allows the Owner to designate a Project as a "Public Project" or a "Private Project" at Project set up via the Cypress app and via Cypress Cloud. The Testing Content for Public Projects is publicly available. The Testing Content for Private Projects is confidential for access only by your Users. In addition, as part of your User settings, you can designate that Cypress Cloud publish Testing Content to certain third party tools and services, such as Slack.
The Documentation contains requirements for and limitations on the use of Cypress Cloud. Your use is subject to the requirements and limitations in the Documentation and any other limitations on Cypress Cloud that Cypress communicates to you, such as the number of Test Runs allowed under your Account. You shall not use Cypress Cloud in a manner that violates any laws, infringes the rights of anyone, or damages any person or property. In addition, you may not use Cypress Cloud for purposes of monitoring Cypress Cloud’s performance or functionality or for any other benchmarking or competitive purposes. Public test results are limited to use on non-commercial projects.
You represent and warrant that (a) you have the right to use and provide to Cypress for use as described in this Agreement any information and materials you provide, (b) you have all necessary rights and licenses to conduct the Test Runs and to grant Cypress the licenses in this Agreement, and (c) none of information you provide will (i) contain personal information protected by law, including without limitation any protected health information or nonpublic personal information, other than contact information in your Account Information, (ii) contain any virus, malware, or anything else that may disrupt, damage, or adversely affect any software, hardware, telecommunications equipment or data of Cypress or any third party, or (iii) be defamatory, obscene or violate the rights of others or applicable law.
Except for the limited rights expressly granted in this Agreement, Cypress reserves all rights, title and interest in and to Cypress Cloud, including all related intellectual property rights. No rights are granted to you other than as expressly set forth in this Agreement. Without limiting the generality of the foregoing, you may not (a) distribute, sublicense, copy, modify, or publicly display Cypress Cloud, (b) use on behalf of any third party, or permit any third party to use, Cypress Cloud, (c) decompile or reverse engineer any software used to provide Cypress Cloud; (d) remove any proprietary rights notices on the Documentation or any displays of any portions of Cypress Cloud (e.g., screen shots), or (e) attempt to gain unauthorized access to Cypress Cloud or circumvent any security measures within Cypress Cloud.
Cypress may provide support for Cypress Cloud using commercially reasonable efforts. If you purchase a Cypress Cloud package, then additional support offerings may be available based on Cypress Cloud package that you select as part of your Account. Cypress may make available additional publicly available online support FAQs, Documentation, and additional resources as part of Cypress Cloud. Use of these resources is further subject to the Terms of Use and Privacy Policy available on the respective Cypress Web site.
You own your Testing Content. Cypress will use commercially reasonable efforts to maintain the confidentiality of the Testing Content for Private Projects. Testing Content for Public Projects is publicly available and is not confidential. If you change a Public Project to a Private Project, that Testing Content will no longer be publicly available from Cypress Cloud, but Cypress has no control over Testing Content that may have been accessed, copied or used by others when it was part of a Public Project. If you change a Private Project to a Public Project, then the Testing Data which was not publicly available will then become publicly available. You hereby grant to Cypress and its affiliates, an irrevocable, perpetual, worldwide and royalty-free right to copy, modify, display, transmit, perform, prepare derivative works of, and otherwise use the Testing Content, and permit Cypress’s service providers to do so, during and after the term of this Agreement, as necessary to provide Cypress Cloud and to improve Cypress Cloud and Cypress’s business.
Cypress will use commercially reasonable efforts to maintain as confidential your Account Information. Cypress may use your Account Information as necessary to provide Cypress Cloud to you, to contact you or a User regarding Cypress products and services, and for any other purpose permitted under law and our Privacy Policy.
As a part of Cypress Cloud, Cypress and its service providers may collect, process, store, modify, aggregate and otherwise use statistics and other data regarding your use of Cypress Cloud, such as the number and types of Test Runs, the timing and duration of Test Runs, numbers and types of errors, and the like ("Usage Data"). Usage Data does not include your Testing Content itself or the Account information you provide for registration. However, Cypress may aggregate Usage Data with Testing Content, Account Information or information from other sources. Cypress owns and retains all rights in the Usage Data and any resulting aggregations, but Cypress will not publish Usage Data or any resulting aggregation in a manner that identifies you or a User as the source or that discloses the Testing Content of a Private Project or your Account Information without your prior consent.
Cypress may transfer Testing Content, Account Information and Usage Data to a third party in connection with a delegation of hosting, transmission or other duties, as long as the third party provider agrees to abide by confidentiality obligations similar to the ones contained in this Agreement or in connection with a permitted assignment of this Agreement. In addition, Cypress may disclose Testing Content, Account Information and Usage Data if required by law or to any government body upon its audit or other inspection of the records or facilities of Cypress or its providers.
If you or your Users submit to Cypress suggestions or other feedback related to Cypress Cloud or other Cypress products or services ("Feedback"), then Cypress will own all rights to the Feedback and may use the Feedback for any purpose without compensation to you or any other person and without any obligation of confidentiality to you.
Cypress Cloud (including any software or systems used to operate Cypress Cloud), all nonpublic Documentation, and the information in them (other than Testing Content or your Account Information) are Cypress’s confidential and proprietary information. You agree to keep all such information confidential by exercising the necessary care required to prevent disclosure and not to disclose or use such information for any purpose whatsoever other than as expressly authorized by this Agreement.
Prices and pricing plans for Cypress Cloud will be made available at www.cypress.io. Under your Account or Organization, you will select the plan (if any) applicable to your Cypress Cloud subscription. Cypress may change the prices, which may include price increases, at any time by posting notice as part of Cypress Cloud or via email.
Cypress may, in Cypress’s sole discretion, create promotional codes that may be redeemed for features or benefits related to Cypress Cloud, subject to any additional terms that Cypress establishes on a per promotional code basis ("Promo Codes"). Promo Codes: (a) must be used for the intended audience and purpose and in a lawful manner; (b) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by Cypress; (c) may be disabled by Cypress at any time for any reason without liability to Cypress; (d) may only be used pursuant to the specific terms that Cypress establishes for such Promo Code; (e) are not valid for cash; and (f) may expire prior to your use. Cypress reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any User if Cypress determines that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or this Agreement.
You may elect to pay by credit card and enter your credit card information where indicated as part of your subscription. If you are paying by credit card, you authorize Cypress to bill the fees to the credit card you provide when they are due. Cypress’s acceptance of a credit card does not relieve you from any obligation to pay for the use of Cypress Cloud. Cypress may invoice you for amounts due if credit card payment is not effective for any reason. If Cypress invoices you for fees, then you shall pay any invoice within 30 days of the date of invoice. You shall pay interest in the greater of 1.5% per month or the highest amount allowed by law on any amounts not received when due. Fees are exclusive of taxes unless otherwise expressly indicated. You shall pay all applicable sales, excise, service, use or other taxes now or hereafter imposed upon or required to be collected by Cypress or by any authority in connection with or arising from the use of Cypress Cloud, excluding taxes based upon Cypress’s net income. All fees are nonrefundable.
Cypress Cloud is provided without warranty of any kind, either express or implied. To the fullest extent permitted by applicable law, Cypress disclaims any and all warranties and conditions including (i) that Cypress Cloud will meet your requirements; (ii) the availability, accuracy, security, usefulness, timeliness, or informational content of Cypress Cloud; (iii) warranties of non-infringement, merchantability, satisfactory quality, and fitness for a particular purpose; or (iv) that Cypress Cloud will be secure, uninterrupted, virus-free or error-free. You are responsible for all decisions regarding your software programs based on your use of Cypress Cloud and Cypress app, including any losses or liabilities arising from the results of Cypress Cloud or Cypress app.
You hereby release, and indemnify, and hold harmless Cypress, its affiliates, and its and their respective officers, directors, employees and agents harmless from and against any claims, liabilities, damages, losses, costs, and expenses, including reasonable legal and accounting fees, arising out of or in any way related to: (a) your breach of this Agreement, (b) your violation of any rights of a third party or applicable law, or (c) your Testing Content and Account Information.
Cypress, its affiliates, and its and their officers, directors, employees and agents, will not be liable for any of the following in any way connected with Cypress Cloud: (a) any indirect, incidental, special, consequential or exemplary damages, including damages for loss of profits, use, or data even if cypress has been advised of the possibilities of those damages, or (b) any amount exceeding the greater of (1) fees you have paid to Cypress for Cypress Cloud in the 12 months immediately preceding the claim or cause of action or (2) US$500. Certain jurisdictions do not allow the exclusion or limitation of certain damages, so this section may not apply to you.
Cypress may suspend your or any User’s access to Cypress Cloud for any violation of this Agreement or if Cypress reasonably believes that your or your Users’ activity is harming Cypress Cloud or the rights or property of any person. You acknowledge that no access to your Testing Content in a Private Project or use of Cypress Cloud will be available during any suspension. Cypress may exercise these suspension rights prior to exercising its rights under the termination provisions of this Agreement and without prior written notice to you. Unless the Agreement is terminated, Cypress will remove the suspension upon resolution of the cause of the suspension.
By default Cypress Cloud will be provided on a month-to-month basis beginning on the date you accept this Agreement. However, you may purchase a long-term subscription to Cypress Cloud (either through your Account or separately via a written order with Cypress). The “Subscription Term” means either the long-term period you purchased or, if not, then the monthly period. If you purchased a long-term subscription, then the Subscription Term will automatically renew for additional periods equal to your initial subscription period. Otherwise the Subscription Term will automatically renew on a month-to-month basis. You may cancel your Cypress Cloud Subscription for any reason at any time by notifying Cypress at billing@cypress.io or via Cypress Cloud. Cancellation will be effective as of the date Cypress receives your cancellation unless otherwise stated. Cypress may cancel your Cypress Cloud service by notifying you via the email address of any one of your Owners. In addition, Cypress may terminate this Agreement and the Cypress Cloud Subscription immediately upon your breach of any of the terms contained in this Agreement.
Upon termination of your Cypress Cloud Subscription for any reason, you will no longer be able to use Cypress Cloud or access your Testing Content from Cypress Cloud, and Cypress may delete any Testing Content in its discretion, but it is not obligated to do so. No fees will be refunded upon any termination. The following sections of this Agreement survive termination in full force and effect: reservation of rights, data, fees and payment, disclaimers, indemnification, limitation of liability, arbitration, governing law and language, limitation of actions and miscellaneous.
You give Cypress permission to reference you and your organization as a Cypress customer in Cypress’s advertising and marketing.
Arbitration shall be conducted by and submitted to a single arbitrator selected from and administered by the Georgia, USA office of JAMS, in accordance with the then-existing expedited procedures of the JAMS Comprehensive Arbitration Rules & Procedures. The arbitration shall be conducted by a licensed attorney with experience in technology law. The arbitrator is authorized to award damages only as permitted by this Agreement. Each party shall bear its own attorneys’ fees and costs arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator and JAMS. However, if you are an individual consumer, then Cypress will pay the initial filing fee for the arbitration, less a deduction of US$100 for which you will be responsible. The arbitrator may award to the prevailing party reimbursement of its reasonable attorneys’ fees and costs (including, for example, expert witness fees and travel expenses), and/or the fees and costs of the arbitrator. The arbitrator shall issue a written award and a written statement of decision describing the material factual findings and conclusions on which the award is based, including the calculation of any damages awarded. Judgment on the award may be entered by any court of competent jurisdiction. By agreeing to this binding arbitration provision, you understand that you are waiving certain rights and protections which may otherwise be available if a claim or dispute were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages, the right to a jury trial, certain rights of appeal, the right to bring a claim as a class member in any purported class or representative proceeding, and the right to invoke formal rules of procedure and evidence. Your use of Cypress Cloud is predicated upon your waiver of any right to sue Cypress directly or to participate in a class action suit for any losses or damages resulting from your use of Cypress Cloud.
This Agreement is governed by the laws of the state of Georgia, USA, without regard to choice or conflicts of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The official language of this Agreement is English. All contract interpretations, notices and dispute resolutions shall be in English. Translations of any of these documents are not to be construed as official or original versions of the documents.
No action arising out of this Agreement, regardless of form, may be brought by you more than one year after the date the cause of action has accrued.
The following applies to all acquisitions of Cypress Cloud and Documentation by or for the U.S. government or by any prime contractor or subcontractor under any contract, grant or other activity with the U.S. government. Cypress Cloud and Documentation and services utilizing Cypress Cloud and Documentation provided under this Agreement are "commercial items" as that term is defined at 48 C.F.R. 2.101 consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 and other applicable acquisition regulations and are provided to the U.S. Government only as a commercial item. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202, all U.S. Government users and licensees acquire Cypress Cloud and its associated services and Documentation with only those rights and subject to the restrictions set forth in this Agreement. Notwithstanding the foregoing, Cypress Cloud and its associated services and Documentation may not be acquired by the U.S. government pursuant to a contract incorporating clauses prescribed by FAR Subpart 27.4 or DFARS Subpart 227.4.
Any notices to Cypress regarding this Agreement should be sent to legal@cypress.io. Cypress may contact and notify you at the email address of any one of your Owners in your Account Information or the Billing Email Address associated with a Cypress Cloud subscription.
Cypress reserves the right to change this Agreement from time to time without advance notice by posting the changes at https://on.cypress.io/terms-of-use. We encourage you to periodically visit that page to check for any changes. You acknowledge and agree that you will be bound by the amended Agreement terms if you continue to access or use Cypress Cloud after the change is posted and that it is not necessary for you to accept the updated Agreement in order for it to be valid and effective.
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement. No waiver of any provision of this Agreement will be effective unless it is in writing, refers to this Agreement, and is signed by authorized representatives of the waiving party. No failure or delay by either party to exercise any right, power, or remedy constitutes a waiver of that right, power, or remedy. A party’s waiver of the performance of any covenant or any breach is not to be construed as a waiver of any succeeding breach or of any other covenant. If any provision of this Agreement requires judicial interpretation, this Agreement is not to be more strictly construed against one party than the other. If any provision of this Agreement is declared invalid by a court of competent jurisdiction, the provision will be ineffective only to the extent of the invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect. You may not assign, sublicense, or transfer this Agreement without the prior written consent of Cypress. Any attempt by you to sublicense, assign or transfer any rights, duties, or obligations hereunder is null and void. Cypress may assign this Agreement in whole or in part without notice to you. This Agreement constitutes the entire agreement between you and Cypress on the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, negotiations, representations and proposals with respect to the subject matter of this Agreement.