Terms of Use
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These Terms of Use ("Terms") form a legally binding agreement between you and Phalynx Cyber, LLC (with its affiliates, "Phalynx," "we," "our," or "us"), and govern your use of our products, services, and website (the "Phalynx Site," and together with our products and services, the "Phalynx Services").By clicking "I agree," registering for an account, or otherwise accessing the Phalynx Site or using the Phalynx Services, you confirm that you have read, understood, and agreed to be bound by these Terms. If you do not agree, you are not authorized to access the Phalynx Site or use the Phalynx Services.These Terms take effect on the earlier of the date you first click "I agree" (or similar) and the date you first use or access the Phalynx Services. If you accept these Terms on behalf of an entity (such as your employer), you confirm that you have the authority to bind that entity, that you have read and understood these Terms, and that you accept them on the entity's behalf. In that case, "you" and "your" refer to that entity.Our collection and use of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. Together, these Terms, the Privacy Policy, any order forms ("Order Forms"), and any other written agreement between you and Phalynx (each a "Phalynx Services Agreement") form your "Agreement" with us.

1. Phalynx Services and key terms

Phalynx operates a web-based community marketplace and advisory portal (the "Portal") that helps verified Buyers discover, evaluate, and share feedback with Vendors about cybersecurity startup solutions.For purposes of these Terms:

• Buyers are cybersecurity leaders and operators who share feedback on building or buying cybersecurity technology and programs.
• Vendors are product teams that use the Phalynx Services to be matched with Buyers, obtain feedback on their technology and product positioning, and find product-market fit.
• End Users are individuals authorized by a Vendor to access the Phalynx Services who have accepted these Terms.
• Investors are persons who subscribe to the Phalynx Services as investors in technology startups for market intelligence purposes.
• Phalynx Users means Vendors, End Users, Buyers, and Investors collectively.
• Innovation Briefings are in-person or virtual meetings where a Buyer engages with a Vendor based on alignment around an active project, area of interest, or innovation focus area.
• Working Group Discussions are technical roundtables where Buyers and Vendors discuss cybersecurity technology topics, strategies, and case studies.
• Sessions are recorded video conferences in which (a) Vendors present technology pitches to Buyers and receive feedback through Innovation Briefings, or (b) Buyers and Vendors discuss technology pitches and products in Working Group Discussions.
• Recordings are the recordings of Sessions.
• Transcripts are the transcribed Recordings.
• Session Materials means the Recordings, Transcripts, and any Buyer Content contained in them.
• Buyer Content means all comments, feedback, and other content (verbal, visual, or textual) submitted by a Buyer in connection with the Phalynx Services, including post-Session feedback.
• AI Summaries are summaries Phalynx generates using artificial intelligence to synthesize Session Materials and other Phalynx User inputs (such as innovation focus areas, initial Vendor analysis, Working Group Discussion recaps, and Innovation Briefing survey results) into market sentiment, personalized Vendor matches, and research summaries.Phalynx facilitates connections among Phalynx Users and provides tools for Sessions and research. Phalynx makes no representations or warranties, and disclaims all liability, regarding (a) the integrity, competence, qualifications, accuracy, or performance of any Phalynx User, (b) Buyer Content or AI Summaries, or (c) the suitability, timeliness, availability, or reliability of any information or opinions made available through the Phalynx Services. Use of the Phalynx Services, Session Materials, and AI Summaries is at each Phalynx User's own risk.

Phalynx facilitates connections among Phalynx Users and provides tools for Sessions and research. Phalynx makes no representations or warranties, and disclaims all liability, regarding (a) the integrity, competence, qualifications, accuracy, or performance of any Phalynx User, (b) Buyer Content or AI Summaries, or (c) the suitability, timeliness, availability, or reliability of any information or opinions made available through the Phalynx Services. Use of the Phalynx Services, Session Materials, and AI Summaries is at each Phalynx User's own risk.

2. Accounts
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To use the Phalynx Services, you must register and create an account ("Account"). You agree to provide true, accurate, current, and complete information and to keep it up to date.The person registering is the "Account Owner" and the contracting party under these Terms. If you register on behalf of an entity, that entity is the Account Owner. Accounts are not transferable.You are solely responsible for all activity under your Account, including any End Users you authorize. Keep your login credentials confidential. Notify us immediately at contact@phalynx.com of any unauthorized use, breach, or threatened breach of your Account or our security.

3. Fees and payment

‍Subscriptions and Sessions. Your use of the Phalynx Services is governed by the subscription you purchase ("Subscription"). We may offer multiple Subscription tiers, each with different features, restrictions, and fees ("Subscription Fees"). We may also charge fees for Sessions you register for ("Session Fees"). Subscription Fees, Session Fees, and any other amounts charged are together "Fees."
‍Order Forms. Vendor Fees are set out in the applicable Order Form. You agree to pay all Fees in line with any applicable Order Form.
‍Payment Provider. Payments are processed through a third-party payment provider ("Payment Provider"). You may be required to register with the Payment Provider and accept its terms ("Payment Provider Services Agreement"). You are responsible for reviewing and accepting that agreement. Phalynx is not a party to it and has no obligations under it.
‍Taxes. Fees are exclusive of all federal, state, local, and other governmental taxes, fees, or charges ("Taxes"). Taxes are calculated based on the billing address you provide. Unless otherwise stated, all Fees and payments are in U.S. dollars.

4. Your content
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‍Phalynx User Generated Content means any information, content, or materials (text, audio, or visual) you provide, submit, upload, publish, or otherwise make available through the Phalynx Services. You are solely responsible for your content. We act as a passive conduit for its distribution.

You acknowledge that we do not create User Generated Content, are not responsible for it, and may but are not obligated to monitor, review, limit, or remove it at our sole discretion.

‍Your warranties. You represent and warrant that your User Generated Content:

• Is not false, inaccurate, incomplete, or misleading.Does not infringe any third party's copyright, patent, trademark, trade secret, or rights of publicity, personality, or privacy.
• Does not violate any law or regulation, including those covering export control, consumer protection, unfair competition, anti-discrimination, false advertising, anti-spam, or privacy.
• Is not defamatory, libelous, threatening, or harassing.
• Is not obscene, pornographic (including child sexual abuse material), or harmful to minors.
• Contains no viruses, Trojan horses, worms, time bombs, cancelbots, or other harmful code.
• Does not represent you as employed by, engaged by, or acting as a representative of Phalynx.
• Does not create liability for Phalynx or risk our service relationships.

‍License. You grant Phalynx a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free, sublicensable license to use, access, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, and otherwise exploit your User Generated Content through the Phalynx Services. Except as otherwise agreed in writing, we do not claim ownership of your User Generated Content, and nothing here restricts your right to use it.

5. Acceptable use
You represent and warrant that:

• You are at least 18, or at least the age of majority in your jurisdiction, and able to enter binding contracts.
• You have the right and authority to enter and abide by this Agreement, including on behalf of any entity you represent.
• You will act professionally and responsibly with other Phalynx Users, in good faith, and in compliance with applicable law.

You agree not to:

• Copy, distribute, or disclose any part of the Phalynx Services other than as permitted.
• Use automated systems (robots, spiders, scrapers, or similar tools) to access the Phalynx Services, beyond functionality we provide.
• Send spam, chain letters, or unsolicited messages, or attempt to phish, pharm, pretext, or scrape.
• Interfere with, compromise, or attempt to decipher communications to or from our servers.
• Violate any applicable law or regulation.
• Use the Phalynx Services for any unlawful purpose, or solicit anyone else to do so.
• Upload invalid data, viruses, worms, or other malicious code.
• Infringe our intellectual property or that of others.
• Impersonate another person, misrepresent your affiliation with any person or entity, conduct fraud, or hide your identity.
• Harass, abuse, defame, stalk, threaten, intimidate, or otherwise violate the legal rights of any other Phalynx User or Phalynx staff member.
• Threaten the performance, security, or proper functioning of the Phalynx Services.
• Reverse engineer, decompile, or disassemble any software or algorithms used to provide the Phalynx Services.
• Bypass any security or access-control measures, including measures that limit copying or use.
• Access any unauthorized Account or collect personal information about others.
• Use the Phalynx Services in a way that infringes any third party's rights.
• Encourage or enable anyone else to do any of the above.

You also represent that, except as you have promptly disclosed to us in writing, you have no motivation, status, or interest that we may reasonably want to know about in connection with your use of the Phalynx Services, including any journalistic, investigative, or unlawful purpose. You agree to disclose any such motivation, status, or interest to us in writing as soon as it arises.

6. Termination and suspension
Either party may terminate these Terms for any reason at any time, unless otherwise agreed in writing. You may cancel your Account at any time using in-product features (where available) or by writing to contact@phalynx.com. After cancellation, you will lose access to your Account, profile, and any other information held through the Phalynx Services.

We may refuse the Phalynx Services to anyone at any time, for any reason. We may also terminate or limit your access if we are investigating, or believe in good faith, that you have breached this Agreement, by giving you written or email notice. Termination or limitation is effective on delivery. If we terminate or limit your access under this section, you may not register a new Account in your name, a fake or borrowed name, or the name of a third party.

Even after termination, this Agreement remains enforceable against you. We reserve the right to take any legal action available to us. Provisions that by their nature should survive termination, including warranty disclaimers, limitations of liability, indemnification, and confidentiality, will survive indefinitely.

We may modify or discontinue the Phalynx Services, in whole or in part, at our discretion. We are not liable for any modification or discontinuance and make no commitment about service availability.

7. Third-party links and connected accounts

The Phalynx Services may include links to third-party websites. We do not control these sites and are not responsible for their content, goods, services, accuracy, or availability. Use of third-party sites is at your own risk and governed by the third party's terms and privacy policies. You agree to hold Phalynx harmless from any liability arising from your use of those links or sites.

You may also choose to connect your Account with third-party accounts (each a "Third-Party Account"), such as Google or LinkedIn, by providing your login or authorizing access. By connecting a Third-Party Account, you confirm that you may share your credentials or grant access without breaching the third party's terms or imposing fees or limits on Phalynx. We may access, store, and make available content from your Third-Party Account ("SNS Content") through your Phalynx Account, and may submit information back to the Third-Party Account where you have been notified. Unless stated otherwise, SNS Content is treated as User Generated Content. Your relationship with the third-party provider is governed solely by your agreement with them. We do not review SNS Content for accuracy, legality, or non-infringement, and are not responsible for it. You can disable the connection at any time.

8. Intellectual property and AI features

‍Phalynx Proprietary Material. All text, graphics, editorial content, data, formatting, designs, photographs, music, sounds, images, software, video, trademarks, logos, typefaces, and other content available through the Phalynx Services, including any Output (defined below), Session Materials, and Buyer Content (together, "Phalynx Proprietary Material"), is owned by Phalynx, except for User Generated Content, which you license to us under Section 4. Phalynx Proprietary Material is protected by U.S. and international copyright, patent, and other intellectual property laws, including as a "Collective Work" under the U.S. Copyright Act, 17 U.S.C. §§ 101 et seq. You may not copy, download, redesign, reconfigure, or retransmit any Phalynx Proprietary Material without our prior written consent.

Session Metadata. We may collect data relating to Sessions, including Recordings, Transcripts, and Buyer and Vendor profile data ("Session Metadata"). We own all right, title, and interest in Session Metadata. You agree that we may copy, reproduce, and use Session Metadata in aggregated and anonymous form for any purpose.

‍Trademarks. Phalynx and the Phalynx logo are service marks of Phalynx. Other marks, logos, and trade names are the property of their owners. You may not use any of these without the owner's written consent.

‍Shared Session Materials. We may, at our discretion, make all or part of Session Materials and Buyer Content available on your Account profile to other Phalynx Users ("Shared Session Materials"). If you believe Shared Session Materials include Confidential Information you do not want visible to other Phalynx Users, give us written notice identifying the specific content and we will remove it from the Shared Session Materials.

‍Review and removal. Phalynx may, but is not required to, review any content posted to the Phalynx Services and may remove it without notice for any reason or no reason.

AI features. The Phalynx Services include features that use artificial intelligence, machine learning, or similar technologies developed by third-party AI providers ("AI Providers"). These features ("AI Features") are necessary to provide the Phalynx Services. We will not, and we contractually require AI Providers not to, use Vendor Data to train or improve the AI Provider's services for general use. Phalynx and the AI Providers, as applicable, own all right, title, and interest in the AI Features. No rights are granted in the AI Features other than the rights to use them under this Agreement.

For purposes of this section, Output means any information, analysis, results, insights, or other data produced by AI Features.

‍Feedback. If you submit ideas, comments, or feedback about the Phalynx Services ("User Feedback"), your submission is gratuitous, unsolicited, and unrestricted. We own all rights in User Feedback, may use it without compensation to you, and may use related ideas previously known to us, developed by our employees, or obtained from other sources. All correspondence you send us becomes our property.

9. Copyright complaints (DMCA)

‍We respect intellectual property and expect Phalynx Users to do the same. If you believe in good faith that material on the Phalynx Services infringes your copyright, send the following to legal@phalynx.com:

• Your address, telephone number, and email address.

• A statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law.

• A description of the copyrighted work you claim has been infringed, including the URL or specific location of the allegedly infringing material on the Phalynx Services and enough detail to allow us to find it, and an explanation of why you believe it is infringing.

• A description of the location where the original or an authorized copy exists, such as a URL or a publication name.

• A statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the owner's behalf.

• Your electronic or physical signature, or the signature of a person authorized to act on the copyright owner's behalf.

10. Confidentiality

‍"Confidential Information" means any trade secrets, confidential or proprietary information, and any other non-public information of a party that has value because it is not generally known. This includes technical data, know-how, research, product plans, services, customers, software, inventions, processes, designs, marketing, finances, and other proprietary information.

You agree to:

• Use Confidential Information only as needed to use the Phalynx Services under these Terms.
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• Disclose it only to your authorized employees and agents who are bound by confidentiality obligations.
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• Use best efforts to protect it from unauthorized disclosure or use.
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• Notify us promptly of any unauthorized disclosure, transfer, or use.
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• Return all originals and copies on termination.

A party may disclose Confidential Information if required by court order, agency, or governmental body, provided it gives the other party reasonable notice to seek a protective order or limit the scope, and discloses only what is required.

11. Disclaimer of warranties
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THE PHALYNX SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PHALYNX MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT PROVIDED THROUGH THE PHALYNX SERVICES OR THE CONTENT OF ANY LINKED SITES, AND ASSUMES NO LIABILITY FOR (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND ARISING FROM YOUR ACCESS TO OR USE OF THE PHALYNX SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR ANY PERSONAL OR FINANCIAL INFORMATION STORED THERE; OR (IV) EVENTS BEYOND OUR REASONABLE CONTROL.

12. Limitation of liability and release

THE PHALYNX SERVICES ARE A VENUE FOR CONNECTING PHALYNX USERS. UNDER NO CIRCUMSTANCES WILL PHALYNX, ITS AFFILIATES, OR ITS CORPORATE PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, LOST DATA, LOST GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PHALYNX SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THESE LIMITATIONS MAY NOT FULLY APPLY TO YOU.

IF, DESPITE THE FOREGOING, PHALYNX, ITS AFFILIATES, OR ITS CORPORATE PARTNERS ARE FOUND LIABLE, OUR AGGREGATE LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE LOWER OF (I) THE TOTAL FEES YOU PAID TO PHALYNX IN THE SIX MONTHS BEFORE THE CLAIM AROSE, OR (II) ONE HUNDRED DOLLARS ($100), TO THE EXTENT PERMITTED BY APPLICABLE LAW.

TO THE EXTENT APPLICABLE, YOU WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER JURISDICTION), WHICH READS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

13. Indemnification
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You agree to indemnify, defend, and hold harmless Phalynx and its officers, directors, members, managers, employees, agents, attorneys, insurers, successors, and assigns (the "Phalynx Indemnified Parties") from any losses, liabilities, judgments, penalties, damages, or expenses (including reasonable attorneys' fees and costs) ("Claims") arising from:

• Your use or inability to use the Phalynx Site or the Phalynx Services.Your breach of this Agreement.
• Your violation of any law or the rights of any user or third party.
• Any content submitted by you or through your Account, including content that infringes any third party's intellectual property or is otherwise illegal.
• Your use of robots, spiders, crawlers, or similar tools, or any action that imposes an unreasonable burden on our infrastructure.

We may, at our sole discretion and expense, assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not settle any Claim without our prior written consent.

14. Governing law and venue

This Agreement and your use of the Phalynx Services are governed by the laws of the State of Georgia, without regard to conflict-of-law principles. The exclusive venue for any claim or dispute relating to the Phalynx Services is the state and federal courts of Fulton County, Georgia. You consent to personal jurisdiction in those courts. Phalynx may seek injunctive relief in any jurisdiction.

15. General

‍No agency. Nothing in this Agreement creates any agency, partnership, joint venture, employment, or franchise relationship.

‍Entire agreement. This Agreement, together with any additional terms agreed between you and Phalynx in writing or online at the Phalynx Site, is the complete and exclusive agreement between you and us regarding its subject matter, and supersedes any prior agreements or communications.

‍Waiver. Our failure to enforce any provision is not a waiver of that provision or any other right.

‍Severability. If any provision is found invalid, illegal, or unenforceable, it will be modified to the extent necessary to make it valid, legal, and enforceable. If that is not possible, it will be removed without affecting the remainder.

‍Assignment. You may not assign or transfer this Agreement without our prior written approval. We may assign or transfer this Agreement without your consent, including to a parent or subsidiary, an acquirer of assets, or any successor. Any prohibited assignment is void.

‍No third-party beneficiaries. No person who is not a party to this Agreement has any right to enforce it.

16. Changes

‍We may change, modify, add to, supplement, suspend, discontinue, or remove any part of this Agreement (including these Terms and the Privacy Policy) and the Phalynx Services at any time, in our sole discretion, with or without prior notice and without liability. We will try to notify you of material changes by email but are not liable if we do not. If any change is unacceptable to you, you must stop using the Phalynx Services. Continued use after a change means you accept it.

17. Electronic notices

‍You agree to receive any agreements, notices, disclosures, and other communications referenced in this Agreement ("Notices") electronically, including by email to the address in your Account or by posting on the Phalynx Site. Electronic Notices satisfy any legal requirement that communications be in writing. Unless stated otherwise, Notices under this Agreement are deemed given when (a) personally delivered, (b) sent by certified or registered mail, return receipt requested, on receipt, (c) transmitted by email to the address in your Account, on transmission, or (d) sent by a recognized overnight delivery service, the day after sending.

18. Contact

‍For questions about these Terms or the Phalynx Services, or to request prior versions, contact us at contact@phalynx.com.