Terms of Service

1Acceptance; Business Use Only

1.1 Acceptance. You accept this Agreement by creating an account, checking an acceptance box, signing in, or using the Service — whichever happens first. Signing in to Cycle constitutes acceptance of the then-current version of this Agreement.

1.2 Authority. The person accepting represents that they have authority to bind the Customer entity to this Agreement. If you do not have that authority, or do not agree to this Agreement, do not use the Service.

1.3 Business use only. The Service is offered solely for business and professional use. It is not offered to, and may not be used by, individuals acting as consumers. Consumer-protection rights that apply only to consumers do not apply to this Agreement.

2Definitions

• "Service" means the Cycle platform, including the web application, APIs, command-line and developer tools, the Cycle MCP server, the Cycle Components, and related documentation.
• "Cycle Components" means software that Cycle installs into a Connected Account to provide the Service (currently a SuiteCloud Development Framework application including a RESTlet used for file transfer and synchronization logic).
• "Connected Account" means a third-party account Customer connects to the Service, such as a NetSuite account or a Git repository.
• "User" means an individual who accesses Customer's workspace under Customer's account, including Customer's employees, consultants, partners, and contractors.
• "Customer Content" means code, files, customizations, configurations, and other materials that Customer or its Users store in, transmit through, or deploy with the Service — including the contents of Customer's repositories and NetSuite File Cabinet and SDF objects processed by the Service.
• "Customer Data" means data about Customer and its Users that Cycle stores to operate the Service (account and workspace records, connection credentials, deployment history, logs, and similar operational data).
• "Beta Features" means features, integrations, or capabilities identified as beta, preview, early access, or experimental.

3The Service

3.1 Access. Subject to this Agreement and payment of applicable fees, Cycle grants Customer a non-exclusive, non-transferable right to access and use the Service during the subscription term for its business purposes: connecting Git repositories with NetSuite accounts — Customer's own, or those of clients Customer is authorized to manage (Section 5.1) — and automating development, synchronization, and deployment workflows (CI/CD).

3.2 Scope of automated operations. The Service's automated synchronization and deployment operations read and write NetSuite File Cabinet contents and SuiteCloud Development Framework (SDF) objects. The Service does not itself read or modify Customer's business or financial records in a Connected Account, except that:

(a) code and customizations that Customer deploys are Customer Content, and when executed by NetSuite they may access or modify any data their permissions allow — the behavior of deployed code is solely Customer's responsibility; and

(b) queries (for example SuiteQL) run at Customer's direction — including through an AI assistant Customer connects to the Cycle MCP server — may read business records; Cycle processes query results transiently to return them to Customer and does not use them for any other purpose.

3.3 Cycle Components; automatic updates. Customer authorizes Cycle to install, operate, and automatically update the Cycle Components in Connected Accounts. Automatic updates are used to keep synchronization working correctly — checking system state, resolving errors, synchronizing, and updating statuses. Cycle grants Customer a limited, non-exclusive, non-transferable license to use the Cycle Components solely with the Service during the subscription term. The Cycle Components are part of the Service, and Customer may not modify, copy, or repurpose them.

3.4 Changes to the Service. The Service evolves. We may add, change, or remove features, and plan compositions may change over time (Section 6). We will not materially reduce the core functionality of a paid plan during a subscription term without notice.

4Accounts, Workspaces, and Responsibility for Access

4.1 Account owner. The Customer that owns the workspace is responsible for the workspace and everything done in it. We recommend that the owner of the NetSuite account be the Cycle customer of record, and that consultants and partners work as invited Users in the customer's workspace.

4.2 Administration of access. Customer is solely responsible for administering its Cycle connections and access correctly. Cycle provides the software; Customer operates it. Customer will:

• designate personnel qualified in DevOps, Git, NetSuite, SuiteCloud, SDF, and Cycle to implement and configure the Service;
• keep workspace access controlled and up to date, and remove Users who no longer need access;
• regularly monitor NetSuite audit logs, the connected Git repository, and activity logs in Cycle, and investigate anomalies;
• set and enforce rules for all consultants, partners, and freelancers working in its workspace; and
• promptly notify Cycle support of any misuse or suspicious behavior outside its control.

Customer may delegate administration to a partner of its choice, but Customer remains responsible for the workspace and for its delegates' acts and omissions. If a partner or consultant that administers Customer's workspace stops providing those services, Customer will ensure — before the engagement ends — that ownership and administrative control of the workspace, and of the connected Git repository if the partner holds it, are transferred to Customer or to its new delegate, and that the departing partner's access is removed.

4.3 User conduct. Customer will ensure that each User:

• accesses the workspace only with the Customer's legitimate authorization;
• makes only changes that have been requested or authorized by Customer;
• leaves workspaces they no longer need, and — if invited by mistake — reports it and leaves immediately;
• reports to Customer any access that should have been removed but remains in place;
• keeps their credentials for the Service and connected components (including MCP access and repository access) secure; and
• reports suspicious or improper use of the platform.

4.4 Credentials for the Service. Customer is responsible for all activity under its account and its Users' credentials, and will notify us promptly of any unauthorized access.

5Connected Accounts

5.1 Authority. Connecting a third-party account to Cycle requires authority over that account. Whoever connects an account represents and warrants that the owner of that account has authorized the connection and the processing it entails. If that representation is false, Customer (and the connecting party) will indemnify Cycle under Section 14.

5.2 NetSuite license. Customer is solely responsible for procuring and maintaining, at its own expense, a valid subscription to NetSuite (including any modules the Customer's use requires) and complying with Oracle's terms. Cycle is not a substitute for, and does not include, any NetSuite license.

5.3 NetSuite credentials hygiene. Credentials and certificates for Connected Accounts must be generated on secure machines (free of malware, on trusted networks), uploaded to Cycle, and then discarded locally. Cycle stores them encrypted at rest. Customer should rotate credentials regularly and audit access using NetSuite's audit tools and Cycle's logs.

5.4 Third-party platforms. NetSuite, GitHub, and other Connected Account providers are not operated by Cycle, and Cycle does not control their roadmaps. Cycle is not responsible for their availability, performance, security, data handling, or changes to their APIs, features, or terms. In particular, if Oracle changes, restricts, or discontinues NetSuite functionality the Service depends on (including SuiteCloud, SDF, APIs, or account-level capabilities) in a way that limits or prevents part of the Service from operating, that limitation is not a breach of this Agreement by Cycle and does not give rise to liability of Cycle. If a third-party platform change breaks compatibility with the Service, Cycle will use commercially reasonable efforts to restore compatibility or provide a reasonable alternative promptly, but Cycle may also modify or discontinue an affected integration or feature (Section 3.4). Customer is responsible for complying with the terms of each Connected Account provider, and for using SuiteCloud and SDF only as Oracle intends them to be used.

5.5 Non-affiliation. NetSuite® is a registered trademark of Oracle Corporation. Cycle is an independent product and is not affiliated with, endorsed by, or sponsored by Oracle or GitHub.

6Plans, Trials, and Billing

6.1 Plans and pricing. Available plans, features, limits, and prices are described at the Service's pricing page and in the app, and form part of this Agreement. Plans may change over time (for example, a plan may move to a credit/on-demand model); changes take effect as described in Section 6.6 and Section 16.

6.2 Free trial. New customers may receive one free trial (currently 14 days) per NetSuite account. A payment method is required to start the trial. The paid subscription starts automatically when the trial ends, and the payment method on file is charged, unless Customer cancels before the end of the trial. The trial end date is shown in the app, and we send a reminder email before the trial ends. Trials may have limited features, and trial use is at Customer's own risk (Sections 12 and 17.3 apply).

6.3 Subscriptions and renewal. Subscriptions are monthly or annual (annual with a discount, as announced) and renew automatically for successive periods until canceled. Customer may cancel at any time in the app; cancellation takes effect at the end of the current billing period, and Customer keeps access until then.

6.4 No refunds. Except where this Agreement expressly provides otherwise (including Section 14.2 and termination for Cycle's uncured material breach), all fees are non-refundable, non-cancelable, and non-creditable. The trial exists so Customer can confirm the Service meets its expectations before paying. Cycle may make exceptions at its sole discretion; exceptions do not create a course of dealing.

6.5 Non-payment. If a payment fails, we retry and notify Customer. If payment is not received within the grace period stated in the app (currently seven (7) days from the first failed payment, with reminders before suspension), we may suspend the workspace, and eventually close it and delete data per Section 15.4.

6.6 Price changes. We may change prices with at least 30 days' notice. Changes take effect at the next billing period after the notice period — for annual subscriptions, at the next renewal.

6.7 Taxes. Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, VAT, withholding, and similar taxes, other than taxes on Cycle's net income. If Customer is required to withhold, Customer will gross up so Cycle receives the full fee.

7Deployments Are Customer's Actions

7.1 Electronic agent. Customer configures the Service (Connected Accounts, branch mappings, configuration files, and other parameters) and the Service acts on that configuration. Automated actions triggered by Customer's configuration and Customer's Git activity (including merges) are actions authorized by Customer and are legally Customer's actions. Cycle executes Customer's instructions; it does not decide what to deploy.

7.2 Review before deploy. Customer is responsible for reviewing and approving changes before they reach a deployment trigger — using controls on the Git side (branch protection, required pull-request reviews) and deployment workflows appropriate and safe for its implementation. Cycle recommends, at a minimum, that every merge into a branch mapped to a NetSuite account go through a reviewed pull request: careless Git operations (direct pushes, unreviewed merges, force pushes, mistaken branch targets) become deployment instructions under Section 7.1 and can damage the affected account. Issues attributable to Customer's Git practices are Customer's responsibility (Section 7.4).

7.3 Sandbox first; backups; continuity. Customer will maintain backups and a recovery strategy for its NetSuite accounts and data, and will test changes in a sandbox account before deploying to production. The Service automates workflows that Customer can also perform directly with NetSuite's and its Git provider's native tools; Customer will maintain the ability to operate its NetSuite development and deployment process without the Service if the Service is unavailable. The Service is not a system of record and is not a backup service.

7.4 Misconfiguration. Cycle has no liability to the extent an issue is attributable to Customer's configuration of the Service, of its repositories, or of its NetSuite accounts, or to Customer Content.

8Acceptable Use

Customer and its Users will not: (a) use the Service for anything other than its intended purpose of DevOps/CI-CD for supported platforms; (b) abuse validation, testing, or synchronization capabilities, or use SuiteCloud/SDF contrary to Oracle's intended use; (c) interfere with the Service or attempt to access other customers' data; (d) probe, scan, or test the Service's security except with our written permission; (e) white-label the Service, resell it, or provide it to third parties as a standalone service; consultants and partners may, however, use the Service as invited Users in a customer's workspace, and may operate their own workspace to serve clients, provided they connect only Connected Accounts they are authorized to manage (Section 5.1) and remain responsible for that workspace under Section 4; (f) use the Service to violate law or third-party rights; or (g) attempt to circumvent plan limits or trial eligibility (including one-trial-per-NetSuite-account). We may suspend or close accounts for misuse (Section 13).

9Customer Data, Privacy, and Security

9.1 Ownership. Customer owns Customer Content and Customer Data. Cycle acquires no rights in them except the limited rights in this Section.

9.2 License to operate. Customer grants Cycle the rights needed to operate the Service: to process, transmit, store, and display Customer Content and Customer Data solely (a) to provide, secure, and support the Service, (b) as instructed by Customer, and (c) as required by law.

9.3 Data processing commitments. Cycle will: use Customer Content and Customer Data only for the purposes above; not sell them; not share them for advertising; limit internal access to authorized personnel who need it to operate and support the Service; and delete them after account closure per Section 15.4. A list of our subprocessors (vendors that process Customer Content or Customer Data to help us provide the Service) is published at cycle.sh/subprocessors; we will give at least 30 days' notice before adding one, except that we may replace a subprocessor immediately — with notice as soon as practicable — where reasonably necessary for security, service continuity, or a subprocessor's failure or insolvency.

9.4 No AI training. Cycle does not use Customer Content or Customer Data to train AI or machine-learning models, and will not do so without Customer's prior written permission.

9.5 AI assistants (MCP). If Customer connects an AI assistant to the Cycle MCP server, data the assistant reads flows to Customer's AI provider under Customer's agreement with that provider. That is Customer's choice and responsibility; Cycle does not send Customer Content to AI providers on its own initiative.

9.6 Security. Cycle maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data, including: encryption in transit; encryption at rest for Connected Account credentials; role-based access within workspaces; internal access limited to authorized personnel on a need-to-know basis (Section 9.3); activity logging; and infrastructure hosted with the providers listed at cycle.sh/subprocessors. No method of transmission or storage is completely secure, and Cycle does not warrant that security measures will be error-free or that unauthorized access will never occur.

9.7 Incident notice. If Cycle becomes aware of unauthorized access to Customer Data that legally requires notice, Cycle will notify affected customers without undue delay, targeting no later than 72 hours after confirming the incident, and will share relevant information as the investigation progresses.

9.8 Aggregated data. Cycle may create and use aggregated, anonymized data derived from use of the Service (for example, performance and usage statistics) to operate and improve the Service, provided it does not identify Customer, its Users, or Customer Content.

9.9 Privacy Policy. Cycle's processing of personal data relating to accounts, billing, and the website is described in the Privacy Policy at cycle.sh/privacy.

9.10 Regulatory responsibility. The Service is provided as-is with respect to Customer's own regulatory environment. Customer is responsible for its own compliance obligations regarding the data it processes with the Service and the jurisdictions it operates in, and for determining that the Service is appropriate for them.

9.11 Confidentiality. Each party may receive non-public information of the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information") — including Customer Content, security information, and non-public commercial terms. The receiving party will protect it with at least reasonable care, use it only to perform under this Agreement, and share it only with employees, advisors, and subcontractors who need it and are bound by obligations at least as protective. Confidential Information does not include information that is or becomes public without breach, was already lawfully known to the recipient, was independently developed, or is lawfully received from a third party. If disclosure is required by law, the receiving party will give prompt notice where legally permitted. These obligations last for three (3) years after termination (for trade secrets, for as long as they remain trade secrets), and a breach may be enforced by injunctive relief in addition to other remedies.

10Support

Cycle provides support for bugs, availability issues, billing, and security reports on a commercially reasonable basis through the channels listed in the app. Response times are not guaranteed on standard plans. Support does not include implementation services, training, custom development, debugging of Customer Content, or how-to guidance — those needs are addressed by the documentation and AI-powered assistance, or by a paid support package if Cycle offers one. No service-level agreement applies unless separately agreed in writing.

11Intellectual Property; Feedback; Publicity

11.1 Cycle IP. Cycle and its licensors own the Service, the Cycle Components, and all related intellectual property. No rights are granted except those expressly stated.

11.2 Feedback. If Customer provides feedback, Cycle may use it without restriction or obligation. Feedback ownership stays with Customer; this is a license, not an assignment.

11.3 Publicity. Cycle may identify Customer by name and logo as a customer in marketing materials. Customer may revoke this permission at any time by written notice (email suffices), and Cycle will stop new uses within a reasonable period.

12Beta Features

Beta Features are provided "as is," with all faults, may be changed or withdrawn at any time without notice, are excluded from any support commitments, warranties, and indemnities, and are not intended for production reliance. Cycle's total liability arising out of Beta Features and free trials will not exceed US$100.

13Suspension

Cycle may suspend access (in whole or in part) immediately if: (a) there is a security risk to the Service or other customers; (b) Customer materially breaches this Agreement (including Acceptable Use); (c) fees are past due beyond the grace period; or (d) suspension is required by law. Cycle will use reasonable efforts to notify Customer and to limit suspension to what is necessary.

14Indemnification

14.1 By Customer. Customer will defend and indemnify Cycle against third-party claims arising from: (a) Customer Content; (b) Customer's or its Users' use of the Service in violation of law or this Agreement; (c) Customer's products, services, or NetSuite implementation; or (d) breach of the authority representation in Section 5.1 (including any claim by the owner of a Connected Account).

14.2 By Cycle. Cycle will defend and indemnify Customer against third-party claims that the Service, as provided by Cycle and used as permitted, infringes their intellectual-property rights. If such a claim arises, Cycle may modify or replace the affected part of the Service or, if neither is commercially reasonable, terminate the affected subscription and refund prepaid unused fees. Cycle's obligation does not cover claims arising from Customer Content, Customer's modifications, combination with items not provided by Cycle, or use in violation of this Agreement. This Section 14.2 states Customer's exclusive remedy for infringement.

14.3 Procedure. The indemnified party must give prompt notice, reasonable cooperation, and sole control of defense and settlement to the indemnifying party (no settlement imposing obligations on the indemnified party without its consent).

15Term, Termination, and Data

15.1 Term. This Agreement runs while Customer has an account.

15.2 Termination for cause. Either party may terminate if the other materially breaches and does not cure within 30 days of written notice. Customer may also simply cancel per Section 6.3.

15.3 Effect. On termination or expiration, access ends. If Cycle terminates for Customer's material breach, remaining fees for the current period stay due and are not refunded. If Customer terminates for Cycle's uncured material breach, Cycle will refund prepaid fees for the unused remainder of the term — this is the exception to Section 6.4.

15.4 Data after closure. Customer Content lives primarily in Customer's own repositories and NetSuite accounts, which Cycle does not delete. After account closure, Cycle deletes Customer Data (including stored credentials, configuration, and deployment history) within 30 days, and from backups within 90 days, except where retention is legally required. Customer should export anything it needs (for example, deployment history) before closing the account; Cycle will honor reasonable export requests received within the 30-day window.

15.5 Survival. Sections that by nature survive (including Section 6 (fees due) and Sections 9, 11, 12, 14, 15, 17, and 18) survive termination.

16Changes to This Agreement

We may update this Agreement. For material changes we will give at least 30 days' notice (email and/or in-app) before the new version takes effect, and post the updated Agreement on this page with a new effective date. Continued use of the Service after the effective date constitutes acceptance of the updated Agreement; signing in after the effective date likewise constitutes acceptance. For subscriptions with an annual term, material changes take effect at the next renewal. If Customer does not agree to a change, Customer's remedy is to cancel before the change takes effect.

17Disclaimers; Limitation of Liability

17.1 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." CYCLE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CYCLE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT DEPLOYMENTS OR SYNCHRONIZATIONS WILL BE ERROR-FREE; OR THAT ANY CONNECTED ACCOUNT, INCLUDING CUSTOMER'S NETSUITE ACCOUNT AND ITS DATA, WILL BE UNAFFECTED BY OPERATIONS CUSTOMER INITIATES THROUGH THE SERVICE.

17.2 Excluded damages. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOSS, INACCURACY, OR CORRUPTION OF DATA, EVEN IF ADVISED OF THE POSSIBILITY.

17.3 Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO CYCLE IN THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. FOR FREE TRIALS, FREE ACCESS, AND BETA FEATURES, TOTAL LIABILITY WILL NOT EXCEED US$100.

17.4 Exceptions. Sections 17.2 and 17.3 do not apply to: Customer's payment obligations; Customer's indemnification obligations and breach of Section 5.1; either party's gross negligence or willful misconduct; or liability that cannot be limited under applicable law.

17.5 Basis of the bargain. The parties agree that this Section reflects the allocation of risk on which the pricing is based, and applies even if a limited remedy fails of its essential purpose.

18General

18.1 Governing law; venue. This Agreement is governed by the laws of the State of Delaware, excluding its conflict-of-laws rules. The state and federal courts located in Delaware have exclusive jurisdiction, and the parties consent to personal jurisdiction and venue there. Each party waives its right to a jury trial.

18.2 Claims period. Except for payment obligations, no claim arising out of this Agreement may be brought more than one (1) year after the date the claiming party knew or should have known of the facts giving rise to it.

18.3 Export and sanctions. Customer will comply with applicable export-control and sanctions laws, and represents that it is not located in an embargoed jurisdiction and is not on a restricted-party list.

18.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control (including outages of third-party platforms, internet or utility failures, acts of God, war, or government action), except for payment obligations.

18.5 Assignment. Neither party may assign this Agreement without the other's consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, with notice.

18.6 No third-party beneficiaries. This Agreement is for the parties only. It creates no rights for Users, for clients of Customer (including end clients of consultants), or for any other third party.

18.7 Notices. Legal notices to Cycle: legal@cycle.sh and to Midware Networks LLC, 8 The Green, Ste B, Dover, DE 19901, United States. Notices to Customer: the account email. Notices are deemed given when sent (email) if no bounce is received.

18.8 Entire agreement; order of precedence. This Agreement (with the pricing page, the Privacy Policy, and any mutually executed ordering document) is the entire agreement about the Service and supersedes prior discussions. If documents conflict: (1) a mutually executed ordering document, (2) this Agreement, (3) the pricing page, (4) documentation. Terms on a Customer purchase order are void.

18.9 Severability; waiver. If a provision is unenforceable, the rest remains in effect and the provision will be enforced to the maximum extent permitted. A failure to enforce is not a waiver.

18.10 Independent contractors. The parties are independent contractors. Nothing creates a partnership, agency, or joint venture.