General Terms & Conditions of Use

These Terms of Service (the "Terms") describe your legal rights and responsibilities when using the online AI coding assistant tools and services provided by Craaft (the "Services").

These Terms create a legal and binding agreement between Craaft ("Craaft" or "we") and the Customer (as further described below) agreeing to be bound by these Terms.

A Customer may be referred to herein as the "Customer" or as "you." Those persons who access the Services using Customer's account are referred to herein as the "End Users."

When you sign up for a Craaft account, purchase subscriptions, or accept an invitation to use the Service in conjunction with an individual or team who already has a Craaft account, you are agreeing to these Terms on behalf of the organization you represent.

If you are an individual not formally associated with an organization (for example an entrepreneur working with a couple of associates prior to the formation of your company), then you are entering into this Agreement on your own behalf, you are the "Customer" and you will be assigned as the administrator of your account.

If you register for the Service using your corporate email domain, then your organization is the "Customer" and can modify or re-assign roles within your account and otherwise exercise the rights granted to the Customer pursuant to these Terms.

By accessing or using the Services, Customer acknowledges that Customer has read, understands, and agrees to be bound by these Terms and Craaft Privacy Policy, which are hereby incorporated into and made a part of these Terms.

1 - Access to the Services and Acceptable Use

1.1. Access

To access the Services, You must register for a Craaft account by providing your full legal name, a valid email address, and any other information required to complete the registration process.

As a general rule, your login details may be used up to a maximum of five concurrent sessions; provided, however, that Craaft may lower this limit at its discretion to address known or suspected issues of inappropriate license sharing.

You are responsible for ensuring that each of your End Users abides by these Terms at all times in connection with their use of the Services.

It is your responsibility to: (a) inform your End Users of any relevant policies, practices and settings that you elect to enforce related to your End Users' use of the Services; (b) obtain any rights, permissions or consents from your End Users that are necessary for your lawful use of the Service and the collection and processing of Customer Content (as defined in Section 2 below) by Craaft in connection with your use of the Services; and (c) respond to and resolve any dispute between you and any of your End Users related to or based on Customer Content and/or your use of that Customer Content in connection with your use of the Services.

The Services are not intended for use by those under the age of 16 and You are responsible for ensuring that all End Users are at least 16 years of age.

You and your End Users are responsible for all login credentials, including user names and passwords and Craaft shall not be liable for any damages or losses that may occur as a result of your failure, or the failure of your End Users, to maintain the confidentiality of their login credentials.

You are responsible for notifying us at kevin@craaft.ai if you become aware of any unauthorized use of or access to your account.

1.2 Acceptable Use

All End Users must comply with the following rules regarding acceptable use of the Services. End Users may not:

• access, tamper with or use non-public areas of the Services, including but not limited to Craaft's computer systems or the technical delivery systems of Craaft or its service providers;
• probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure;
• "scrape" or otherwise access or search the Services by means other than through Craaft's publicly supported interfaces;
• attempt to overwhelm or disrupt the Services or Craaft's infrastructure by intentionally imposing unreasonable burdens on our systems;
• disrupt or interfere with the access of other End Users or any host or network.

End Users may not utilize the Services to carry out, promote or support:

• any unlawful or fraudulent activities;
• the impersonation of another person or entity;
• the publishing or dissemination of malicious content;
• the sending of unsolicited communications, promotions, advertisements or spam;
• activities that are defamatory, libelous, threatening, or that constitute hate speech, harassment or stalking.

In addition to any other remedies that may be available to us, Craaft reserves the right to take that remedial action we deem necessary, including the immediate suspension or termination of an End User or Customer's account, upon notice and without liability to Craaft should Customer or any of its End Users fail to abide by these acceptable use provisions.

2 - Your Content

End Users may create, process, upload, submit, store, send and receive content in connection with their use of the Services (the "Customer Content").

As between Customer and Craaft, Customer retains all ownership and intellectual property rights in and to that Customer Content and Craaft shall not be responsible for the Customer Content or the way Customer or its End Users choose to use the Services to store or process any Customer Content.

Subject to these Terms, you (on behalf of yourself and your End Users) hereby grant to Craaft a worldwide, limited, non-exclusive and non-transferrable (except in connection with the sale or transfer of its business) license to access, use, copy, reproduce, process, adapt, distribute, publish, transmit, export and display the Customer Content as reasonably necessary (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support and technical issues; (c) as required by law; and (d) as expressly permitted by Customer in writing.

3 - Use of Third Party Services in Connection with the Craaft Services

Craaft makes various third-party applications and services available for use in connection with the Services (the "Third Party Services"). Your use of such Third Party Services, and any exchange of data between You and the provider of such Third Party Service is solely between you and the third-party service provider.

Craaft does not warrant or support any Third Party Service or other non-Craaft product or service, regardless of whether such Third Party Service is promoted or made available through our Service or is designated by Craaft as "certified" or "working with" the Craaft Service.

To the extent Customer authorizes the access or transmission of Customer Content through a Third Party Service, Craaft shall not be responsible for any use, disclosure, modification, or deletion of such Customer Content by the Third Party Service provider or for any act or omission on the part of such Third Party Service provider.

4 - Fees

4.1 Fees

The Service is provided on a tiered subscription basis with fees as detailed on the pricing page on our website.

Unless a substitute payment mechanism has been agreed to by Craaft, a valid credit card is required to subscribe to the Service and Customer authorizes Craaft to charge such fees using Customer's selected payment method. Fees are billed in advance and are non-refundable.

4.2 Auto Renewal

Customer agrees that its subscription to the Services will automatically renew on an annual or monthly basis (the "Renewal Date") depending on the term chosen by Customer when subscribing to the Service. Customer hereby authorizes Craaft to automatically charge Customer the applicable fees on or after each such Renewal Date unless Customer's subscription to the Service has been terminated or cancelled as set forth in Section 5 below.

4.3 Calculation of Fees

Fees are based on annual or monthly periods that begin on Customer's Subscription Start Date and end on the annual or monthly anniversary thereof. Craaft reserves the right to revise fees associated with the Service at any time upon not less than twenty (20) days prior notice to Customer.

4.4 Taxes

All fees are exclusive of all taxes, levies, or duties or similar assessments of any nature, including for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively "Taxes"). Customer shall be responsible for payment of all such Taxes associated with its purchase of access to the Service, excluding only those taxes that are based on Craaft's net income.

4.5 Trial Subscriptions

Craaft may, at its option, offer new customers a limited free trial of the Service, subject to these Terms. Notwithstanding anything to the contrary herein, Craaft shall have the right to terminate a Customer free trial at any time and for any reason. No organization or individual is entitled to receive more than one (1) free trial of the Service.

4.6 Late Payment

If you fail to make payments (not disputed in good faith) when due under these Terms, and after continued non-payment for a period of fifteen (15) days after we provide you with written notice and an opportunity to cure, we may suspend provision of the Service until payment is received.

5 - Term and Termination

These Terms shall remain in full force and effect until all Customer subscriptions to the Service have expired, have been terminated or are cancelled. Either party may terminate Customer's subscription to the Service if the other party: (a) is in material breach of these Terms and fails to cure such breach within twenty (20) days following written notice by the non-breaching party; or (b) ceases its business operations or becomes subject to insolvency proceedings and such proceedings are not dismissed within sixty (60) days.

Customer may cancel its subscription to the Service by notifying Craaft at kevin@craaft.ai no later than thirty (30) days prior to the Renewal Date.

6 - Craaft's Responsibilities

• Providing the Services. Craaft will make the Services available to Customer and its End Users as described in these Terms.
• Protecting the Customer Content. Craaft will maintain industry-standard administrative, physical, and technical safeguards designed to prevent unauthorized access, use, modification, deletion or disclosure of the Customer Content.
• Data Confidentiality and Non-Resale. Craaft commits to maintaining the strictest confidentiality of all Customer Content. We will not sell, rent, lease, or otherwise make available Customer Content to any third parties for commercial purposes. Customer Content will be used solely for the purpose of providing and improving the Services.
• Data Portability and Deletion. The European Union's General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA) provide individuals in certain circumstances with rights to, among other things, access, delete and make corrections to their personal data. Craaft's commitment to meeting these obligations can be found in its Privacy Policy.

7 - Confidentiality

In connection with their performance under these Terms, each party may from time to time make certain information available to the other party that is not generally known to the public at the time of its disclosure and is either identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (the "Confidential Information").

Without the express prior written permission of the disclosing party, or as required by law, the receiving party will not disclose, transmit, or otherwise disseminate to any third party any Confidential Information of the disclosing party and will use at least the same degree of care and discretion with respect to the Confidential Information received from the disclosing party as it uses with its own similar information, but in no event less than a reasonable degree of care.

8 - Craaft's Intellectual Property Rights

As between Craaft and Customer, Craaft owns all intellectual property rights in and to the Service (excluding only the Customer Content) and all trademarks, logos and service marks utilized by Craaft in connection with the delivery of the Service.

Craaft grants You a non-sublicensable, non-transferrable, non-exclusive, limited license to use the object code version of the Service solely as necessary to use the Service in accordance with these Terms. All rights not expressly granted by this license are hereby retained by Craaft and you may not copy, modify, adapt, reproduce, distribute, reverse engineer, decompile, or disassemble any aspect of the Service.

9 - Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND CRAAFT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

10 - Limitation of Liability

OTHER THAN IN CONNECTION WITH A PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER: (A) IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER, CAUSED, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR CUSTOMER'S USE OF THE SERVICE WILL EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY.

11 - Export Compliance

The Service, operated by Craaft, may be subject to the export laws and regulations of the United States, the European Union, and other jurisdictions due to its international hosting and service provision. The Customer represents that neither it nor any of its End Users are named on any U.S. government denied-party list or similar lists enforced by the European Union or other jurisdictions. The Customer agrees not to permit any End User to access or use the Service in any country or region subject to embargo by the United States, the European Union, or any other applicable jurisdiction, nor in violation of any applicable export law or regulation.

12 - Use of the Service Outside of the United States and the European Union

The Service is controlled and operated by Craaft, with hosting services located in the United States, France, and various other global locations. Except as explicitly set forth herein, Craaft makes no representations that the Services are appropriate or available for use in jurisdictions outside of the United States or the European Union. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local laws.

13 - Indemnification Obligations

Customer's Indemnification Obligations

Customer will indemnify Craaft and its subsidiaries, affiliates, officers, employees and agents from and against any third party claim, action, suit, proceeding or demand arising from or related to Customer's or any End User's violation of these Terms.

Craaft's Indemnification Obligations

Craaft will indemnify Customer and its subsidiaries, affiliates, officers, employees and agents from and against any third party claim alleging that the Service violates the intellectual property rights of such third party.

14 - Modifications

Craaft reserves the right to update or modify these Terms from time to time as our business evolves by posting an updated version of these Terms on our website. If, in our sole discretion, we believe that the modifications being made are material, we will notify You prior to the change taking effect. By continuing to utilize the Service after the effective date of any update to these Terms, Customer will be deemed to have accepted such update.

15 - Beta Access

Select Customers may be invited to participate in the review and testing of pre-release versions of new tools and Service enhancements which may be identified as "beta," "early access," "evaluation," "preview," "test," "pre-release," or similar term. Customer acknowledges and understands that its participation in such pre-release testing is not required and is at Customer's own risk, are made available "as is" basis, and may be subject to additional terms related to their use.

16 - Miscellaneous

Governing Law; Venue

These Terms and any disputes arising under it will be governed by the laws of France without regard to its conflict of laws provisions, and each party consents to the personal jurisdiction and venue of courts located in Paris, France.

Arbitration

Any dispute arising out of or in any way relating to these Terms shall be resolved according to France law and exclusively by binding arbitration before a single arbitrator with the Judicial Arbitration and Mediation Service (JAMS). The place of the arbitration will be Paris, France unless otherwise agreed upon by the parties. The arbitration will be conducted in French.

Notices

Craaft may provide general notices related to the Service that are applicable to all customers via email or in-app notifications. General questions regarding the Service should be directed to kevin@craaft.ai.

Severability; No Waiver

In the event that any provision of these Terms is found to be invalid or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and remain enforceable between the parties.

Assignment

Neither these Terms nor any of the rights or licenses granted hereunder may be transferred or assigned by either party without the other party's express prior written consent (not to be unreasonably withheld or delayed).

Force Majeure

Neither party shall be liable for delayed or inadequate performance of its obligations hereunder to the extent caused by a condition that is beyond such party's reasonable control, including but not limited to natural disaster, civil disturbance, acts of terrorism or war, labor conditions, governmental actions, interruption or failure of the Internet or any utility service, failures in third-party hosting services, and denial of service attacks.

Relationship of the Parties

The parties are and shall be independent contractors with respect to all services provided under these Terms. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

Entire Agreement

These Terms, including all attachments, exhibits, addendums, and any order form(s) related hereto, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes and replaces any prior or contemporaneous representations, understandings and agreements, whether written or oral, with respect to its subject matter.