Effective Date: January 1, 2026
1. ACCEPTANCE OF TERMS
These Terms of Use ("Terms") constitute a legally binding agreement between Credo.AI Corp. ("Company," "we," "us," or "our") and you, the user of our services ("User," "you," or "your"). These Terms govern your access to and use of our software-as-a-service products and services (collectively, the "Services").
By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case the terms "User," "you," or "your" shall refer to such entity.
If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Services.
These Terms may be incorporated by reference into order forms, statements of work, or agreements. In the event of a conflict between these Terms and any executed order form, statement of work, or agreement, the terms of such order form, statement of work, or agreement shall control, but only with respect to the specific subject matter thereof.
1.1 Applicability to End Users
When these Terms are incorporated by reference into a reseller agreement, the end users procuring access to the Services through an authorized reseller ("End Users") are bound by these Terms. The reseller is not an agent of Company and has no authority to bind Company or modify these Terms.
1.2 Modifications to Terms
Company reserves the right to modify these Terms at any time. Company will provide notice of material changes to these Terms by posting the amended terms on the Company website at least thirty (30) days before the effective date of the changes. If you do not agree to the modified terms, you must stop using the Services before the effective date of the modifications. Your continued use of the Services after the effective date of the modifications constitutes your acceptance of the modified Terms.
1.3 Order of Precedence
In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form or Statement of Work; (2) the applicable Agreement; (3) these Terms; and (4) any other applicable policies referenced herein.
2. DESCRIPTION OF SERVICES
2.1 SaaS Products
Company provides software-as-a-service products ("SaaS Products") that are made available to you through a web browser or application programming interface. The specific SaaS Products, features, and functionality to which you are entitled will be specified in the applicable Order Form or Statement of Work.
Company grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the SaaS Products during the applicable Subscription Term solely for your internal business purposes in accordance with these Terms and the applicable Order Form or Statement of Work.
2.2 Advisory Services
Company provides advisory services ("Advisory Services") as specified in the applicable Order Form or Statement of Work. Advisory Services may include, but are not limited to, platform readiness, implementation, integration, configuration, customization, training, and strategic advisory services related to the SaaS Products and AI Governance.
Advisory Services will be performed in a professional and workmanlike manner in accordance with industry standards. Company shall control the method and means by which the Advisory Services are performed, subject to the requirements specified in the applicable Order Form or Statement of Work.
2.3 Service Modifications
Company reserves the right to modify, suspend, or discontinue any part of the Services at any time. For material modifications that significantly reduce the functionality of the Services, Company will provide at least thirty (30) days' advance notice to you before implementing such modifications, except in the case of emergency modifications necessary to protect the Services, Company systems, or other users, to comply with legal requirements, or to address security issues.
2.4 Beta Services
Company may offer certain Services as closed or open beta services ("Beta Services") for the purpose of testing and evaluation in a sandbox environment. You acknowledge that: (a) Beta Services may not be fully tested; (b) use of Beta Services may expose you to unusual risks of operational failures; (c) Beta Services may not be fully documented; (d) Beta Services are not subject to the same security measures and auditing to which the Services are generally subject; and (e) Company does not make any representations or warranties regarding the Beta Services. Company may discontinue Beta Services at any time in its sole discretion and may never make them generally available. No production data is expected to be used in the sandbox environment but if it is, you are solely responsible for determining whether loading production data (including personal data) into the sandbox is permitted under applicable law, including CCPA and GDPR. You represent that you have obtained all necessary consents and legal bases required to load production data into the sandbox. You are responsible for anonymizing or de-identifying production data prior to loading, to the extent required by applicable law. Credo AI shall have no liability for any loss, corruption, unauthorized access, or deletion of production data in the sandbox, except where caused by our gross negligence or willful misconduct. You agree to indemnify Credo AI against any third-party claims arising from your use of production data in the sandbox.
2.5 Third-Party Services
The Services may contain features designed to interoperate with third-party services, applications, or platforms ("Third-Party Services"). To use such features, you may be required to obtain access to Third-Party Services from their providers and may be required to grant Company access to your account(s) on the Third-Party Services. Company cannot guarantee the continued availability of such features and may cease providing them without entitling you to any refund, credit, or other compensation if, for example, the provider of a Third-Party Service ceases to make it available in a manner compatible with our Services.
3. USER ACCOUNTS AND REGISTRATION
3.1 Account Creation and Accuracy
To access and use certain features of the Services, you must register for an account. When registering, you agree to: (a) provide true, accurate, current, and complete information as prompted by the registration form; and (b) maintain and promptly update such information to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or if Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Company reserves the right to suspend or terminate your account and refuse any and all current or future use of the Services.
3.2 Account Credentials and Security
You are responsible for maintaining the confidentiality of your account credentials, including your username and password, and for all activities that occur under your account. You agree to: (a) immediately notify Company of any unauthorized use of your account or any other breach of security; and (b) ensure that you exit from your account at the end of each session when accessing the Services. Company will not be liable for any loss or damage arising from your failure to comply with this section.
3.3 Administrative Users
If you are designated as an administrative user for your organization's account, you are responsible for managing user access to the Services, including adding and removing users, assigning access levels and permissions, and ensuring compliance with these Terms by all users within your organization. Administrative users represent and warrant that they have the authority to bind their organization to these Terms.
3.4 Account Tiers and Limitations
The Services may offer different account tiers with varying features, functionality, and usage limitations. Your account tier and any applicable limitations will be specified in the applicable Order Form or Statement of Work. Exceeding the limitations of your account tier may result in additional charges or service limitations until you upgrade your account tier or reduce your usage to within the applicable limitations.
3.5 Reseller-Managed Accounts
If you access the Services through a reseller, certain account management functions may be performed by the reseller rather than directly by you or Company. In such cases, you authorize the reseller to act on your behalf with respect to account creation, user management, and related functions as specified in the applicable Reseller Agreement. Notwithstanding the foregoing, you remain responsible for ensuring that all users comply with these Terms.
3.6 Account Suspension and Termination
Company reserves the right to suspend or terminate your account and access to the Services at any time for any reason without liability to you, including but not limited to your breach of these Terms. Upon termination, your right to use the Services will immediately cease, and Company may delete or disable access to your account and all associated data, except as required by law or as necessary for Company's legitimate business purposes.
3.7 User Data Upon Account Termination
Following termination or expiration of your subscription to the Services, Company will retain your User Data (as defined in Section 6) for a period of thirty (30) days, during which time you may export your User Data using the standard export features of the Services. After this thirty (30) day period, Company reserves the right to delete your User Data stored on its systems. Company recommends that you regularly backup your User Data using the export features provided within the Services.
4. ACCEPTABLE USE POLICY
4.1 Compliance with Laws and Regulations
You agree to comply with all applicable local, state, national, and international laws and regulations in connection with your use of the Services. You shall not use the Services in any manner that would subject Company to liability under any applicable laws or regulations.
4.2 Prohibited Activities
You shall not engage in any of the following prohibited activities when using the Services:
a) Violating any applicable law, regulation, or these Terms;
b) Infringing the intellectual property rights, privacy rights, or other rights of any third party;
c) Uploading, transmitting, or distributing any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another's privacy, or otherwise objectionable;
d) Introducing viruses, worms, Trojan horses, malware, or other malicious or technologically harmful material;
e) Attempting to gain unauthorized access to, interfere with, damage, or disrupt the Services, servers, or networks connected to the Services;
f) Engaging in any activity that interferes with or disrupts the Services or servers or networks connected to the Services;
g) Impersonating or attempting to impersonate Company, a Company employee, another user, or any other person or entity;
h) Collecting or harvesting any information from the Services, including user account information, without authorization;
i) Using the Services for any purpose that is fraudulent, deceptive, or otherwise improper;
j) Using the Services to store or transmit content that infringes upon the privacy rights, publicity rights, or intellectual property rights of any person or entity;
k) Using the Services to store or transmit content that contains or installs any viruses, worms, malware, Trojan horses, or other harmful or destructive content;
l) Using the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party's use of the Services;
m) Using any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services;
n) Using any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent;
o) Using any device, software, or routine that interferes with the proper working of the Services; or
p) Otherwise attempting to interfere with the proper working of the Services.
4.3 Usage Limitations
You shall not exceed any usage limitations specified in the applicable order form or statement of work, including but not limited to the number of authorized users, API calls, data storage, or bandwidth usage. Company reserves the right to monitor your usage of the Services and to take appropriate action if you exceed applicable usage limitations, including limiting your access to the Services or charging you for excess usage in accordance with Company's then-current rates.
4.4 User Content Standards
Any content that you upload, post, or otherwise make available through the Services ("User Content") must comply with the following standards:
a) User Content must not contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
b) User Content must not promote sexually explicit material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
c) User Content must not infringe any patent, trademark, trade secret, copyright, or other intellectual property rights of any other person or entity;
d) User Content must not violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations; and
e) User Content must not be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity or affiliation with any person or organization.
4.5 Monitoring and Enforcement
Company reserves the right, but does not assume the obligation, to monitor the Services for violations of these Terms. Company may take appropriate legal action against anyone who, in Company's sole discretion, violates the law or these Terms, including without limitation, reporting you to law enforcement authorities. Company reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this Section, including without limitation, removing the offending content from the Services, suspending or terminating the account of such violators, and reporting them to the appropriate law enforcement authorities.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 Company Intellectual Property
The Services, including all content, features, and functionality thereof, are owned by Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These Terms do not grant you any rights to use Company's logos, product names, trademarks, service marks, or other branding except as expressly set forth herein.
5.2 License to Use Services
Subject to your compliance with these Terms, Company grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the applicable Subscription Term solely for your internal business purposes. This license does not include any right to: (a) copy, modify, or create derivative works based upon the Services; (b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services; (c) access the Services in order to build a competitive product or service; or (d) use the Services, or permit them to be used, for purposes of product evaluation, benchmarking, or other comparative analysis intended for publication without Company's prior written consent.
5.3 User Content
You retain all of your ownership rights in your User Content. By uploading, posting, or otherwise making available any User Content through the Services, you grant to Company a worldwide, non-exclusive, royalty-free, fully paid, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content in connection with providing and improving the Services.
5.4 User Feedback
If you provide Company with any feedback, suggestions, improvements, enhancements, or feature requests relating to the Services (collectively, "Feedback"), you hereby grant Company a worldwide, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such Feedback in any manner and for any purpose.
5.5 Reservation of Rights
All rights not expressly granted to you in these Terms are reserved by Company and its licensors. No right or license is granted hereunder by implication, estoppel, or otherwise.
5.6 Copyright Infringement
Company respects the intellectual property rights of others and expects users of the Services to do the same. Company will respond to notices of alleged copyright infringement that comply with applicable law. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement, please provide Company's representative with the following information:
a) A physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
b) Identification of the copyrighted work claimed to have been infringed;
c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material;
d) Your contact information, including your address, telephone number, and an email address;
e) A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
f) A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Company's representative for notice of alleged copyright infringement can be reached at: legal@credo.ai
5.7 Trademarks
Company's name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Company or its affiliates or licensors. You may not use such marks without the prior written permission of Company. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.
6. DATA PRIVACY AND SECURITY
6.1 User Data
"User Data" means any data, information, or material that you or your authorized users provide or submit to the Services in the course of using the Services. You retain all right, title, and interest in and to your User Data. You grant Company a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process User Data as necessary to provide the Services and as otherwise permitted by these Terms and Company's Privacy Policy.
6.2 Privacy Policy
Company's Privacy Policy, available at https://www.credo.ai/legal/privacy-policy, describes how Company collects, uses, and discloses information about you and your users when you use the Services. By using the Services, you consent to Company's collection, use, and disclosure of information as described in the Privacy Policy.
6.3 Data Security
Company implements and maintains reasonable administrative, technical, and physical safeguards designed to protect User Data from unauthorized access, disclosure, use, alteration, or destruction. However, no method of transmission over the Internet or method of electronic storage is 100% secure. Therefore, while Company strives to use commercially reasonable means to protect User Data, Company cannot guarantee its absolute security.
6.4 Data Processing Agreement
If and to the extent that you are subject to data protection laws that require a data processing agreement (such as the European Union's General Data Protection Regulation), Company will enter into its standard data processing agreement with you upon request.
6.5 Compliance with Laws
Each party will comply with all applicable laws and regulations with respect to its activities under these Terms, including those related to data privacy, data security, and the protection of personal information.
6.6 Data Retention and Deletion
Company will retain User Data for as long as needed to provide the Services and as necessary to comply with its legal obligations, resolve disputes, and enforce its agreements. Upon termination or expiration of your subscription to the Services, Company will retain your User Data for a period of thirty (30) days, during which time you may export your User Data using the standard export features of the Services. After this thirty (30) day period, Company may delete your User Data stored on its systems, except as required by law or as necessary for Company's legitimate business purposes.
6.7 Aggregated and Anonymized Data
Notwithstanding anything to the contrary in these Terms, Company may collect and use aggregated and anonymized data derived from your use of the Services for its own business purposes, including to improve and provide the Services, develop new products and services, and for statistical analysis, provided that such data does not identify you or your users and cannot be attributed to you or your users.
6.8 AI Tool Usage
We may use business or enterprise account AI tools such as but not limited to ChatGPT Enterprise (including Custom GPTs), Gemini Enterprise, Claude Enterprise, and Microsoft Copilot to support our Services to help us work more efficiently and deliver higher quality insights for you. Such use would be restricted to Credo AI’s business or enterprise (no train) account environment and restricted to Credo AI team members. None of the engagement data would leave our environment, and all data would be deleted following the end of the applicable engagement.
6.9 Security Breach Notification
In the event of a security breach that affects your User Data, Company will notify you without undue delay after becoming aware of such breach and will take reasonable steps to mitigate the effects and to minimize any damage resulting from the security breach. Company's notification of or response to a security breach will not be construed as an acknowledgment by Company of any fault or liability with respect to the breach.
7. PAYMENT TERMS AND BILLING
7.1 Fees and Payment
You agree to pay all fees specified in the applicable Order Form or Statement of Work. Except as otherwise specified in these Terms, an Order Form, or a Statement of Work: (a) fees are based on Services purchased and not actual usage; (b) payment obligations are non-cancelable and fees paid are non-refundable; and (c) quantities purchased cannot be decreased during the relevant Subscription Term.
7.2 Invoicing and Payment Terms
Unless otherwise stated in the applicable Order Form or Statement of Work, Company will invoice you in advance for all applicable fees. You agree to pay all invoiced amounts within thirty (30) days of the invoice date. All payments must be made in the currency specified in the applicable Order Form or Statement of Work.
7.3 Late Payments
If any invoiced amount is not received by Company by the due date, then without limiting Company's rights or remedies: (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower; (b) Company may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 7.2; and (c) Company may suspend the Services until such amounts are paid in full.
7.4 Taxes
Unless otherwise stated, Company's fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, but not limited to, value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchases hereunder. If Company has the legal obligation to pay or collect Taxes for which you are responsible under this section, Company will invoice you and you will pay that amount unless you provide Company with a valid tax exemption certificate authorized by the appropriate taxing authority.
7.5 Future Functionality
You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Company regarding future functionality or features.
7.6 Price Changes
Company reserves the right to modify its fees and charges for the Services. For Services subject to a Subscription Term, any price changes will become effective upon the next renewal of your Subscription Term. Company will provide you with reasonable prior written notice of any change in fees.
7.7 Reseller Payments
If you purchase the Services through a reseller, your payment terms will be established by your agreement with such reseller, and the payment provisions of this Section 7 will not apply to you.
8. SERVICE LEVEL AGREEMENTS AND WARRANTIES
8.1 Service Level Agreement
Company will make the SaaS Products available in accordance with the service level agreement ("SLA") set forth in Exhibit A to these Terms. The SLA sets forth Company's system availability commitments and your remedies for Company's failure to meet such commitments.
8.2 Support Services
Company will provide the support services specified in the applicable Order Form or Statement of Work. Company may update its support policy from time to time, provided that no such update will materially reduce the level of support provided to you during the current Subscription Term.
8.3 Maintenance and Updates
Company will perform maintenance on the Services as necessary to maintain the SLA. Company will use commercially reasonable efforts to schedule maintenance during non-peak usage hours and will provide advance notice of scheduled maintenance when reasonably practicable.
8.4 Limited Warranty for SaaS Products
Company warrants that during the Subscription Term, the SaaS Products will perform materially in accordance with the applicable documentation. If the SaaS Products do not perform as warranted, Company will use commercially reasonable efforts to correct the non-conforming SaaS Products at no additional charge to you. If Company is unable to correct the non-conforming SaaS Products within a reasonable time, you may terminate your subscription to the non-conforming SaaS Products and Company will refund you a pro-rated portion of any prepaid fees for the remainder of the Subscription Term for the non-conforming SaaS Products. This Section 8.4 sets forth your exclusive remedy and Company's entire liability for breach of the warranty in this Section 8.4.
8.5 Limited Warranty for Services
Company warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. If you reasonably determine that any Services do not conform to this warranty and notify Company within thirty (30) days of the performance of such Services, Company will re-perform the non-conforming Services at no additional charge to you. If Company is unable to re-perform the non-conforming Services as warranted, you may terminate the applicable Statement of Work for the non-conforming Services and Company will refund you a pro-rated portion of any prepaid fees for the non-conforming Services. This Section 8.5 sets forth your exclusive remedy and Company's entire liability for breach of the warranty in this Section 8.5.
8.6 Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 8.4 AND 8.5, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF THE SERVICES.
8.7 Beta Services Disclaimer
NOTWITHSTANDING SECTIONS 8.4 AND 8.5, BETA SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE BETA SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE BETA SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE BETA SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
9. LIMITATION OF LIABILITY
9.1 Exclusion of Consequential and Related Damages
IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
9.2 Limitation of Liability
IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU TO COMPANY UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 7.
9.3 Exceptions to Limitations
The limitations set forth in Sections 9.1 and 9.2 will not apply to: (a) either party's indemnification obligations under Section 10; (b) either party's breach of its confidentiality obligations under Section 11; (c) your breach of Section 5.2 (License to Use Services); or (d) your breach of Section 4 (Acceptable Use Policy).
9.4 Essential Purpose
The parties agree that the limitations specified in this Section 9 will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.
10. INDEMNIFICATION
10.1 Indemnification by Company
Company will defend you against any claim, demand, suit or proceeding made or brought against you by a third party alleging that the Services infringe or misappropriate such third party's intellectual property rights (a "Claim Against You"), and will indemnify you from any damages, attorney fees, and costs finally awarded against you as a result of, or for amounts paid by you under a court-approved settlement of, a Claim Against You, provided that you: (a) promptly give Company written notice of the Claim Against You; (b) give Company sole control of the defense and settlement of the Claim Against You (except that Company may not settle any Claim Against You unless it unconditionally releases you of all liability); and (c) give Company all reasonable assistance, at Company's expense.
10.2 Indemnification Exclusions
Company will have no obligation under Section 10.1 to the extent a Claim Against You arises from: (a) your breach of these Terms; (b) User Content; (c) use of the Services in combination with products, services, information, or materials not furnished by Company if the Services would not be infringing without such combination; (d) modifications to the Services not made by Company; (e) your continued allegedly infringing activity after being notified thereof or after being provided with modifications that would have avoided the alleged infringement; or (f) use of the Services in a manner not in accordance with the applicable documentation or outside the scope of these Terms.
10.3 Limited Remedy
If the Services are, or in Company's opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party intellectual property rights, Company may, at its option and expense: (a) obtain the right for you to continue to use the Services; (b) modify or replace the Services to be non-infringing while giving substantially equivalent functionality; or (c) if (a) and (b) are not reasonably practicable, terminate your rights and Company's obligations under these Terms with respect to such Services and refund to you a pro-rated portion of any prepaid fees for the remainder of the Subscription Term for such terminated Services.
10.4 Indemnification by You
You will defend Company against any claim, demand, suit or proceeding made or brought against Company by a third party: (a) alleging that User Content, or your use of the Services in breach of these Terms, infringes or misappropriates such third party's intellectual property rights or violates applicable law; or (b) arising from your breach of Section 4 (Acceptable Use Policy) (each, a "Claim Against Company"), and will indemnify Company from any damages, attorney fees, and costs finally awarded against Company as a result of, or for any amounts paid by Company under a court-approved settlement of, a Claim Against Company, provided that Company: (i) promptly gives you written notice of the Claim Against Company; (ii) gives you sole control of the defense and settlement of the Claim Against Company (except that you may not settle any Claim Against Company unless it unconditionally releases Company of all liability); and (iii) gives you all reasonable assistance, at your expense.
10.5 Exclusive Remedy
This Section 10 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this Section 10.
11. TERMINATION AND SUSPENSION
11.1 Term
These Terms commence on the date you first accept them and continue until all subscriptions or Services hereunder have expired or have been terminated.
11.2 Subscription Term
The term of the subscription and Services shall be as specified in the applicable Order Form or Statement of Work. Except as otherwise specified in the applicable Order Form or Statement of Work, subscriptions will automatically renew for additional periods equal to the expiring Term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant Subscription Term.
11.3 Termination for Cause
A party may terminate these Terms for cause: (a) upon thirty (30) days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
11.4 Suspension of Services
Company may suspend your access to the Services if: (a) you fail to pay any undisputed amounts due under these Terms within fifteen (15) days after written notice of such failure; (b) you breach Section 4 (Acceptable Use Policy); (c) Company reasonably determines that your use of the Services poses a security risk to the Services or to other users of the Services, or may adversely impact the integrity of the Services or the systems or content of any other customer; (d) Company reasonably determines that your use of the Services may subject Company to liability; or (e) Company is required to do so by law or by a governmental authority. Company will use commercially reasonable efforts to provide you with notice of any such suspension. Company will restore your access to the Services promptly after the event giving rise to the suspension is cured.
11.5 Effect of Termination
Upon termination or expiration of these Terms: (a) all rights granted to you under these Terms will immediately terminate; (b) you will immediately cease all use of the subscription and/or Services; (c) all fees and other amounts owed to Company under these Terms will become immediately due and payable; and (d) Sections 5 (Intellectual Property Rights), 6.6 (Data Retention and Deletion), 6.7 (Aggregated and Anonymized Data), 7 (Payment Terms and Billing), 9 (Limitation of Liability), 10 (Indemnification), 11.5 (Effect of Termination), 12 (Dispute Resolution and Governing Law), and 14 (General Provisions) will survive.
12. DISPUTE RESOLUTION AND GOVERNING LAW
12.1 Governing Law
These Terms and any dispute or claim arising out of or in connection with these Terms will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions.
12.2 Venue
The state and federal courts located in San Francisco County, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these Terms or their formation, interpretation, or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to these Terms.
12.3 Informal Dispute Resolution
Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through the notice procedures in Section 14.7. If a dispute is not resolved within thirty (30) days of notice, either party may bring a formal proceeding.
12.4 Injunctive Relief
Notwithstanding the provisions of Section 12.3, nothing in these Terms will prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations, or enforcement or recognition of any award or order in any appropriate jurisdiction.
12.5 Waiver of Class Actions
You agree that you may only resolve disputes with Company on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.
13. MODIFICATIONS TO TERMS
13.1 Modifications to Terms
Company reserves the right to modify these Terms at any time by posting the modified Terms on the Company website or by otherwise notifying you. The modified Terms will become effective upon posting or, if Company notifies you by email, as stated in the email. By continuing to use the Services after the effective date of any modifications to these Terms, you agree to be bound by the modified Terms.
13.2 Material Modifications
For material modifications to these Terms, Company will make reasonable efforts to notify you of such modifications by sending an email to the email address specified in your account, by placing a prominent notice on our website, or by other means. Company will provide at least thirty (30) days' advance notice before the material modifications become effective, during which time you may notify Company that you do not agree to such changes. If you notify Company that you do not agree to such changes, you will remain governed by the Terms in effect immediately prior to the changes until the end of your current Subscription Term. However, upon renewal of your subscription, the most current version of the Terms will apply.
13.3 Modifications to the Services
Company reserves the right to modify the Services at any time, with or without notice. Company will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services, provided that if Company makes a material change to the Services that significantly reduces the functionality of the Services, you may, as your sole remedy, terminate these Terms and receive a pro-rated refund of any prepaid fees for the remainder of the Subscription Term.
14. GENERAL PROVISIONS
14.1 Relationship of the Parties
The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
14.2 No Third-Party Beneficiaries
There are no third-party beneficiaries to these Terms, except as expressly provided in Section 10 (Indemnification).
14.3 Waiver
No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
14.4 Severability
If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of these Terms will remain in effect.
14.5 Assignment
Neither party may assign or transfer these Terms, in whole or in part, without the other party's prior written consent, which will not be unreasonably withheld. Notwithstanding the foregoing, either party may assign these Terms in their entirety, without the other party's consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment or transfer in violation of this Section 14.5 will be null and void.
14.6 Force Majeure
Neither party will be liable for any failure or delay in performance under these Terms (other than for delay in the payment of money due and payable hereunder) for causes beyond that party's reasonable control and occurring without that party's fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems, computer attacks or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
14.7 Notices
Except as otherwise specified in these Terms, all notices, permissions, and approvals hereunder will be in writing and will be deemed to have been given upon: (a) personal delivery; (b) the second business day after mailing; (c) the second business day after sending by confirmed facsimile; or (d) the first business day after sending by email (provided email will not be sufficient for notices of termination or an indemnifiable claim). Notices to Company will be addressed to the attention of its legal department at 4546 El Camino Real B10 #795, Los Altos, CA 94022 or legal@credo.ai. Notices to you will be addressed to the attention of the person listed as the primary contact on your account.
14.8 Entire Agreement
These Terms, including all exhibits and addenda hereto and all Order Forms and Statements of Work, constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning their subject matter. No modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted.
14.9 Order of Precedence
In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form or Statement of Work; (2) the applicable Agreement; (3) these Terms; and (4) any other applicable policies referenced herein.
14.10 Counterparts
These Terms may be executed in counterparts, which taken together will form one legal instrument.
14.11 Export Compliance
The Services and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You will not permit any user to access or use the Services in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation.
14.12 Anti-Corruption
You agree that you have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Company's employees or agents in connection with these Terms. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If you learn of any violation of the above restriction, you will use reasonable efforts to promptly notify Company's legal department at legal@credo.ai.
14.13 U.S. Government End Users
The Services are commercial computer software. If you are an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services, or any related documentation of any kind, including technical data and manuals, is restricted by these Terms in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Services were developed fully at private expense. All other use is prohibited.
14.14 Interpretation
For purposes of interpreting these Terms: (a) the headings of sections are for convenience only and will not affect the meaning or interpretation of these Terms; (b) words importing the singular include the plural and vice versa; (c) the words "include," "includes," "including," and similar terms will be construed as if followed by the words "without limitation"; (d) the word "or" is not exclusive; (e) the word "will" is equivalent in meaning to the word "shall"; and (f) unless otherwise stated, all references to days, months, quarters, or years are references to calendar days, calendar months, calendar quarters, or calendar years.
Contact Us
For questions regarding our Terms, please email us at: legal@credo.ai.
