1. Introduction and Acceptance

1.1 These Terms of Service (the “Terms”) govern access to and use of the web data platform known as “Syphoon”, which is owned and operated by Zyne Labs LLC-FZ, a free zone limited liability company having its registered office at M Floor, Business Center 1, The Meydan Hotel, Nad Al Sheba, Dubai, United Arab Emirates (“Zyne Labs”, “we”, “us” or “our”).

1.2 By registering an Account, accepting these Terms at registration, or accessing or using the Services, the Customer agrees to be bound by these Terms, which incorporate by reference the Privacy Policy and the Data Protection Policy, the latter constituting the data processing agreement between Zyne Labs and the Customer within the meaning of Article 28 of Regulation (EU) 2016/679. If the Customer does not agree to these Terms, it shall not access or use the Services.

1.3 Where an individual accepts these Terms on behalf of an organisation, that individual represents and warrants that he or she has authority to bind that organisation, and “Customer” shall refer to that organisation.

2. Definitions

2.1 In these Terms:

1. “Account” means an account registered on the Syphoon platform;
2. “Allowance” means the quantity of credits, US dollars or data volume included in a Plan for a Billing Period;
3. “Balance” means the pay-as-you-go wallet of an Account, denominated in US dollars;
4. “Billing Period” means the recurring period for which a Plan is purchased;
5. “Customer” means the person or entity in whose name an Account is registered;
6. “Customer Data” means all inputs, files and instructions submitted to the Services by or on behalf of the Customer, the output generated therefrom, and traffic routed through a Proxy Login;
7. “Plan” means a subscription to one or more Services for a Billing Period;
8. “Portal” means the Syphoon customer portal;
9. “Promotional Credit” means any credit or Balance granted by Zyne Labs without payment, including any sign-up credit;
10. “Proxy Login” means a credential issued for the proxy service;
11. “Services” means the scraping API, scheduled data jobs, proxy access, the Portal and any related services offered under the Syphoon name;
12. “Target Website” means any third-party website, application or network accessed by means of the Services; and
13. “Team Member” means a natural person invited by the Customer to access its Account.

3. Eligibility

3.1 To use the Services, the Customer, and every Team Member, must:

1. be at least eighteen (18) years of age or of the age of majority where that person lives, whichever is higher;
2. have full legal capacity to enter into these Terms;
3. not be a person subject to sanctions administered by the United Nations, the United Arab Emirates, the European Union, the United Kingdom or the United States of America, nor owned or controlled by, or acting on behalf of, any such person;
4. not be located in, or ordinarily resident in, a country or territory subject to comprehensive sanctions; and
5. not have previously had an Account closed by Zyne Labs, save with Zyne Labs’ written consent.

3.2 A government agency, department or other public body must enter into a separate written agreement with Zyne Labs before using the Services.

3.3 Enterprise customers are encouraged to contact support@syphoon.com for a custom agreement.

4. Accounts, Security and Verification

4.1 The Customer shall provide accurate, complete and current registration information and shall keep it up to date. Registrations are screened by automated means and may be refused, and an Account may not be used until its e-mail address has been confirmed.

4.2 The Customer is responsible for maintaining the confidentiality of its passwords, API keys and Proxy Logins and for all activity carried out under its Account, including by Team Members. The Customer shall notify support@syphoon.com without delay of any unauthorised use of its Account or credentials.

4.3 Zyne Labs may at any time, including after registration, require the Customer to provide information or documents verifying its identity, ownership, business activity or intended use of the Services. Zyne Labs may hold a registration for review before it may be used, and may refuse, restrict, suspend or terminate access where such verification is not completed to its satisfaction. Verification may be carried out through a third-party identity verification provider.

4.4 The Customer shall not register or operate more than one Account for the purpose of circumventing any limit, restriction or suspension, or of obtaining Promotional Credit more than once.

5. The Services

5.1 Zyne Labs shall make the Services available to the Customer in accordance with these Terms and the Plan or Balance applicable to the Account. Zyne Labs may apply concurrency limits, rate limits and other technical restrictions to the Services.

5.2 Target Websites are operated by third parties and may change, block access or become unavailable at any time. Zyne Labs does not guarantee that any particular Target Website can be accessed, nor the completeness, accuracy or timeliness of any output.

5.3 Zyne Labs may modify, enhance or discontinue any feature of the Services. Where such a change materially reduces the functionality of a Service for which the Customer has prepaid, Zyne Labs shall give notice in accordance with Section 19.

5.4 Features marked as beta, preview or similar are provided without any commitment and may be changed or withdrawn at any time.

6. Plans, Balance and Credit

6.1 Services are offered

1. by Plan, under which an Allowance is made available for each Billing Period, denominated in credits, in US dollars or, for proxy access, in data volume; and
2. on a pay-as-you-go basis, charged against the Balance.

The Customer may increase the Balance by purchasing top-ups.

6.2 Unless otherwise stated in the Plan or set for the Account, any Allowance not consumed by the end of a Billing Period lapses and does not carry over to the following Billing Period. Where the Customer changes from a Plan denominated in one unit to a Plan denominated in another, any unconsumed Allowance in the former unit is forfeited without proration.

6.3 Where an Account has had no use of the Services and no top-up for twelve (12) consecutive months, Zyne Labs may expire its purchased Balance and close the Account, after giving the Account owner not less than thirty (30) days’ notice by e-mail. Expired Balance is forfeited unless Zyne Labs elects to refund it.

6.4 Promotional Credit

1. is granted at Zyne Labs’ discretion and subject to such conditions as Zyne Labs may impose, including confirmation of the e-mail address and registration of a payment card;
2. is limited to one grant per person;
3. has no cash value and is not refundable, transferable or exchangeable; and
4. may be withdrawn where obtained in breach of these Terms.

6.5 Credits, Allowances and Balance do not constitute money, deposits or stored value, and confer no right other than the right to consume the Services in accordance with these Terms.

7. Charges and Metering

7.1 Charges are calculated at the prices applicable to the Account, as displayed in the Portal. Usage in excess of a Plan’s Allowance is charged at prices the Account owner has accepted or, where no accepted price covers the usage, at the overage or pay-as-you-go price displayed in the Portal.

7.2(a) Scraping API and scheduled data jobs. A request is charged only where it returns a successful response. In general, a successful response is any answer from the Target Website other than a rate-limit response (status 429) or a server error (status 5xx), and other than a page recognised as a block page or an empty page. What counts as a successful response may differ for a particular Target Website; the Customer may ask support@syphoon.com what applies to it. In a job of many inputs, an input is charged when a non-empty result is returned. Work performed and charged remains chargeable notwithstanding that the Customer’s client disconnects before delivery, or that the output is subsequently refused in accordance with the Customer’s own settings or Zyne Labs’ access restrictions. A request refused before any work is performed is not charged.

7.2(b) Proxy access. All data carried through a Proxy Login, in both directions, is charged, whatever the Target Website answers and whether or not it answers.

7.3 Usage is measured by Zyne Labs’ metering systems, the records of which shall be conclusive save in the case of manifest error demonstrated by the Customer.

8. Payment, Renewal and Non-Payment

8.1 All prices are stated and payable in United States dollars and are exclusive of value added tax, sales tax, withholding tax and any other taxes, duties or levies, which shall be borne by the Customer. Where Zyne Labs is required by law to collect any such tax, it shall be added to the invoice. Where any withholding is required by law, the Customer shall gross up its payment so that Zyne Labs receives the full amount invoiced.

8.2 Card payments are processed by Stripe. By registering a payment card, the Customer authorises Zyne Labs to charge that card for all amounts due under these Terms, including Plan renewals, top-ups and accepted overage.

8.3 Plans renew automatically at the end of each Billing Period for a further Billing Period of equal length, unless the Customer cancels renewal through the Portal before the renewal is charged. The renewal is charged to the saved payment card up to twenty-four (24) hours before the end of the current Billing Period. A Plan also renews early, at full price, when its Allowance runs out or reaches a level the Customer has set; the new Billing Period starts then and the remainder of the old one ends. Upon cancellation of renewal, the Plan remains available until the end of the paid Billing Period and no further charge for the Plan is made; overage already accrued remains payable. Where the Customer elects immediate cancellation, the Plan ends forthwith without refund.

8.4 Where a card payment fails, Zyne Labs may retry the payment during the grace period displayed in the Portal. The affected Plan is stopped from the end of the Billing Period. Payment within the grace period restores it; a Plan still unpaid when the grace period expires ends, and its unused Allowance is lost.

8.5 Where Zyne Labs has agreed in writing to invoice the Customer for payment by bank transfer or crypto-asset, each invoice shall be paid in full by the due date stated thereon, quoting the invoice number. An invoice is deemed paid upon receipt of cleared funds by Zyne Labs. Zyne Labs may suspend the Services in respect of any overdue invoice.

8.6 Where a payment is reversed, refunded or charged back after the amount concerned has been used, that amount shall constitute a debt due from the Customer, and Zyne Labs may refuse further usage until such debt is settled. A chargeback initiated without first raising the matter with Zyne Labs may be treated as a material breach of these Terms.

9. Refunds

9.1 Save as expressly provided in Sections 9.4 and 14.4 of these Terms and Section 7.3 of the Data Protection Policy, or as required by applicable law, all fees paid, Plans purchased and Balance acquired are non-refundable. Zyne Labs may, at its sole discretion and without creating any precedent or obligation, grant a full or partial refund in any particular case.

9.2 The Customer expressly requests that Zyne Labs begin supplying the Services immediately upon purchase, and acknowledges that any statutory right of withdrawal from distance contracts that depends on supply not having begun is lost once the supply of the digital service has begun. Where such a right is exercised before supply has begun, Zyne Labs shall refund the amount paid in accordance with applicable law.

9.3 Nothing in these Terms excludes or limits any right which mandatory law gives the Customer and which cannot be excluded or limited by contract.

9.4 Zyne Labs corrects a duplicate or erroneous charge only where it is notified to support@syphoon.com within thirty (30) calendar days of the charge, unless applicable law requires otherwise.

10. Acceptable Use

10.1 Permitted use. The Customer may use the Services only for lawful purposes and only to access

1. content that is publicly accessible; or
2. content protected by authentication, solely by means of credentials which the Customer is lawfully entitled to use for that purpose.

10.2 Responsibility of the Customer. The Customer alone determines whether, how and for what purpose it uses the Services, and is solely responsible for the lawfulness of that use and of its collection, storage and use of Customer Data. Zyne Labs may, but is not obliged to, monitor use of the Services, and assumes that the Customer uses them lawfully. Without limitation, the Customer shall comply with all laws applicable to it, including laws concerning data protection, intellectual property, consumer protection, unfair competition, securities and computer misuse.

10.3 Personal Data. In respect of any Personal Data contained in Customer Data, the Customer acts as controller and shall

1. have a lawful basis for its collection and use;
2. comply with the rights of the data subjects concerned;
3. not collect special categories of personal data, biometric data or data relating to children unless expressly permitted by applicable law and subject to all required safeguards; and
4. not use the Services to build datasets intended for the identification, profiling or surveillance of individuals in breach of applicable law.

10.4 Prohibited uses. The Customer shall not, and shall not permit any person to, use the Services to:

1. access any system, account or content without authorisation, or circumvent any authentication or access control in order to do so;
2. retrieve data from a Target Website in breach of terms of use to which the Customer has itself agreed;
3. impose an unreasonable or disproportionate load on any Target Website, or otherwise impair its normal operation;
4. carry out credential stuffing, credential cracking, card testing, brute-force attacks, vulnerability scanning or penetration testing without the express authorisation of the owner of the target system;
5. engage in fraud, phishing, impersonation, click fraud, advertising fraud or the creation of fake accounts, reviews or engagement;
6. send unsolicited bulk communications;
7. distribute malware or conduct denial-of-service attacks;
8. collect, store or distribute content that is unlawful, including child sexual abuse material, or that infringes any intellectual property or privacy right;
9. obtain material non-public information for the purpose of trading in securities in breach of applicable law;
10. engage in any activity which breaches applicable sanctions or export control laws;
11. resell, sublicense or provide the Services to third parties, save with Zyne Labs’ prior written consent;
12. probe, scan, reverse engineer, decompile or interfere with the Services or the networks of Zyne Labs or its suppliers, or attempt to identify, catalogue or expose the infrastructure through which the Services are delivered; or
13. use the Services to develop or operate a competing product or service.

10.5 Enforcement. Zyne Labs may, without liability to the Customer:

1. block access to any Target Website or category of content;
2. investigate any suspected breach of this Section 10 and require the Customer’s cooperation therein;
3. suspend or terminate the Account in accordance with Section 14;
4. cease any collection activity upon a lawful demand by the operator of a Target Website;
5. delete Customer Data that is the subject of a third-party claim; and
6. report suspected unlawful activity to, and cooperate with, competent law enforcement and regulatory authorities.

Where an Account is suspended or terminated for breach of this Section 10, any unused Allowance, Balance or Promotional Credit is forfeited, unless Zyne Labs decides otherwise in a particular case.

10.6 Reporting. Suspected misuse of the Services, including any copyright complaint, may be reported to abuse@syphoon.com.

10.7 Proxy access. In respect of proxy access:

1. Zyne Labs may restrict the Target Websites, categories of content, ports or data volume available through a Proxy Login;
2. restrictions imposed by Zyne Labs’ network providers apply to the Customer;
3. the Customer shall not share data about exit IP addresses or network nodes with any IP-reputation, proxy-detection or similar service; and
4. the Customer shall give Zyne Labs not less than fourteen (14) business days’ written notice to legal@syphoon.com before publishing benchmarks or performance comparisons of the proxy service.

11. Customer Data and Intellectual Property

11.1 As between the parties, the Customer retains all rights in Customer Data. The Customer grants Zyne Labs a non-exclusive, worldwide, royalty-free licence to host, copy, transmit and process Customer Data solely to the extent necessary to provide the Services and to comply with law. Zyne Labs processes Personal Data contained in Customer Data as processor on the Customer’s behalf, in accordance with the Data Protection Policy, which prevails over these Terms in respect of such processing.

11.2 Zyne Labs and its licensors retain all right, title and interest in and to the Services, the Portal, the software, documentation and all related intellectual property rights. Subject to these Terms, Zyne Labs grants the Customer a limited, non-exclusive, non-transferable and revocable right to use the Services during the term of these Terms. No other right is granted by implication or otherwise.

11.3 Where the Customer provides suggestions or feedback concerning the Services, Zyne Labs may use them without restriction or obligation to the Customer.

11.4 The Customer shall not state or imply that it is affiliated with, or endorsed by, Zyne Labs or Syphoon without Zyne Labs’ prior written consent.

11.5 Zyne Labs may use the Customer’s name and logo as a reference in its marketing materials, free of charge. The Customer may withdraw this permission at any time by writing to support@syphoon.com.

12. Third-Party Websites and Content

12.1 Content retrieved from Target Websites belongs to its respective owners. Zyne Labs grants no right in such content and is not responsible for it. The Customer is solely responsible for obtaining any right or permission necessary to copy, store, display or otherwise use such content.

13. Confidentiality

13.1 Each party shall keep confidential all non-public information disclosed by the other party which is marked as confidential or which ought reasonably to be understood to be confidential, and shall use it only for the purposes of these Terms. This obligation does not apply to information which is or becomes public other than through breach of these Terms, was lawfully known to the receiving party before disclosure, is independently developed, or is required to be disclosed by law or by a competent authority, in which last case the receiving party shall, where lawfully permitted, give the disclosing party prior notice.

13.2 The obligations in this Section continue without limit of time, unless the parties expressly agree otherwise in writing.

14. Suspension and Termination

14.1 By the Customer. The Customer may cancel renewal of any Plan in accordance with Section 8.3, and the Account owner may close the Account through the Portal while the Account is active, or otherwise through support@syphoon.com.

14.2 Suspension. Zyne Labs may suspend the Account or any Service, in whole or in part, with immediate effect and without prior notice, where

1. the Customer is in breach of these Terms, or Zyne Labs reasonably suspects such breach;
2. any amount is overdue;
3. verification under Section 4.3 has not been completed;
4. suspension is necessary to protect the security or integrity of the Services or of any third party; or
5. suspension is required by law or by a competent authority.

14.3 Termination for cause. Zyne Labs may terminate these Terms and close the Account with immediate effect by notice to the Customer where

1. the Customer commits a material breach of these Terms, including any breach of Section 10;
2. any amount remains unpaid thirty (30) days after its due date;
3. the Customer provides false information or fails verification; or
4. the Customer becomes insolvent or ceases to carry on business.

14.4 Termination for convenience. Zyne Labs may terminate these Terms, or discontinue any Service, by giving the Customer not less than thirty (30) days’ written notice. In such case, provided that the Customer is not in breach of these Terms, Zyne Labs shall refund pro rata the fees prepaid for the unexpired portion of any Billing Period and any unused purchased Balance that has not expired under Section 6.3.

14.5 Consequences. Upon termination or closure of the Account, by either party, the Customer’s right to use the Services ceases and, save as provided in Sections 6.3 and 14.4, any unused Allowance, Balance and Promotional Credit is forfeited, unless Zyne Labs decides otherwise in a particular case. The Account owner may export a copy of the Account’s personal data prior to erasure. Personal Data is retained and erased in accordance with the Privacy Policy. Sections 6.5, 7, 8.6, 9, 10.2, 10.3, 11, 12, 13, 14.5 and 15 to 21 survive termination.

15. Disclaimer of Warranties

15.1 To the fullest extent permitted by law, the Services are provided “as is” and “as available”, and Zyne Labs makes no warranty, representation or condition, whether express, implied or statutory, including as to merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, uninterrupted or error-free operation, or the accuracy or completeness of any output. Zyne Labs does not offer any service level commitment unless agreed in a separate written agreement signed by Zyne Labs.

16. Limitation of Liability

16.1 To the fullest extent permitted by law, Zyne Labs shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any (a) loss of profits, revenue, business, goodwill or anticipated savings; (b) loss or corruption of data; (c) business interruption; or (d) indirect, special, incidental, consequential or punitive loss or damage, in each case even if Zyne Labs has been advised of the possibility thereof.

16.2 Zyne Labs shall not be liable for

1. any act or omission of the Customer, of any Target Website or of any third party;
2. any consequence of the Customer’s use of Customer Data;
3. the availability of the Services, or their performance, reliability, responsiveness or any other performance or time parameter;
4. the outcome of the activities for which the Customer uses the Services;
5. any unlawful act of the Customer in connection with its use of the Services; or
6. the functionality or availability of the services of other providers.

16.3 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for wilful misconduct, or for any other liability which cannot lawfully be excluded or limited.

17. Indemnification

17.1 The Customer shall indemnify, defend and hold harmless Zyne Labs, its affiliates and their respective officers, employees, agents and suppliers from and against all claims, demands, proceedings, losses, damages, liabilities, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with

1. the Customer’s use of the Services;
2. Customer Data;
3. any breach of these Terms by the Customer or its Team Members; or
4. any infringement by the Customer of the rights of any third party, including the operator of any Target Website.

17.2 Zyne Labs shall notify the Customer of any such claim and may participate in its defence with counsel of its choice. The Customer shall not settle any claim in a manner which imposes any obligation or admission upon Zyne Labs without Zyne Labs’ prior written consent.

18. Force Majeure

18.1 Neither party shall be liable for any delay or failure to perform its obligations (other than obligations of payment) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic, governmental action, failure of public networks or utilities, failure of third-party hosting or network providers, and cyber-attacks.

19. Amendments

19.1 Zyne Labs may amend these Terms and its prices from time to time. Material amendments and price increases shall be notified to the Account owner by e-mail or through the Portal not less than fourteen (14) days before they take effect. Price increases for a Plan apply from the first Billing Period commencing after the end of the notice period. Pay-as-you-go prices are those displayed in the Portal at the time of use.

19.2 Amendments required for reasons of security or by law may take effect immediately upon notice.

19.3 Continued use of the Services after an amendment takes effect constitutes acceptance thereof. A Customer that does not accept an amendment may cancel renewal or close the Account before it takes effect.

20. Governing Law and Dispute Resolution

20.1 These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the Emirate of Dubai and, to the extent applicable therein, the federal laws of the United Arab Emirates.

20.2 The parties shall first attempt in good faith to resolve any dispute by negotiation for a period of thirty (30) days following written notice of the dispute. Any dispute not so resolved shall be referred to and finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre in force at the time of commencement of the arbitration. The tribunal shall consist of one (1) arbitrator. The seat of arbitration shall be Dubai, United Arab Emirates, and the language of the arbitration shall be English.

20.3 Claims may be brought only on an individual basis, and not as a plaintiff or class member in any purported class, collective or representative proceeding.

20.4 Nothing in this Section 20 deprives the Customer of any protection of mandatory provisions of the law of its habitual residence, or of the right to bring proceedings before the courts of that residence, where such protection or right cannot be excluded by contract. Nothing in this Section 20 prevents either party from seeking urgent interim or injunctive relief from any competent court.

21. General Provisions

21.1 Assignment. The Customer may not assign, transfer or subcontract any of its rights or obligations under these Terms without Zyne Labs’ prior written consent. Zyne Labs may assign or transfer these Terms, including in connection with a merger, acquisition, reorganisation or sale of assets.

21.2 Notices. Notices to the Customer may be given by e-mail to the address of the Account owner or through the Portal. Legal notices to Zyne Labs shall be given by e-mail to legal@syphoon.com. A notice given by e-mail is deemed received forty-eight (48) hours after it is sent, save where the sender receives notice of non-delivery.

21.3 Entire agreement. These Terms, together with the documents incorporated herein and any order form or data processing agreement executed by the parties, constitute the entire agreement between the parties in relation to their subject matter and supersede all prior agreements, representations and understandings. In the event of conflict, an executed order form or data processing agreement prevails over these Terms to the extent of the conflict.

21.4 Severability. If any provision of these Terms is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

21.5 Waiver. No failure or delay in exercising any right under these Terms shall operate as a waiver thereof.

21.6 Relationship. The parties are independent contractors, and nothing in these Terms creates any partnership, joint venture, agency or employment relationship.

21.7 Third-party rights. No person other than the parties shall have any right to enforce any term of these Terms.

21.8 Language. These Terms are drawn up in the English language. Any translation is provided for convenience only, and the English version shall prevail.

22. Contact Details