Terms of Service

These Terms of Service (the "Terms") form a binding agreement between you and Katabarwa Labs Inc., a Delaware corporation that operates LLMGraph("Katabarwa Labs Inc.", "we", "us", or "our"), governing your access to and use of LLMGraph(the "Service").

By creating an account, accessing the Service, clicking "I agree" or any equivalent control, or otherwise indicating acceptance, you agree to be bound by these Terms and our Privacy Policy and Acceptable Use Policy. If you do not agree, do not create an account and do not use the Service. Your continued use of the Service after the "Last updated" date above constitutes acceptance of the then-current Terms.

If you are using the Service on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms, and references to "you", "your", or "Customer" include that organization. The individual accepting these Terms is responsible for ensuring that all of the organization's personnel using the Service comply with these Terms.

The capitalized terms in these Terms have the following meanings:

• "Documentation" means the user guides, integration guides, API references, policies, and other materials we make available through the Service.
• "End User" means any person or system other than you that interacts with an application, workflow, API, or other capability you build, deploy, or expose through the Service.
• "Fees" means the amounts payable for your access to and use of the Service.
• "Model Provider" means a third party that hosts or supplies large language models or other AI systems accessed through the Service.
• "Output" means any content, code, prediction, completion, embedding, image, audio, decision, classification, or other result produced by an AI system or Model Provider in response to inputs you submit through the Service.
• "Plan" means the subscription tier (e.g., Hobby, Pro, Enterprise) or consumption arrangement under which you access the Service.
• "Subprocessor" means a third party we engage to process data on our behalf to operate the Service.
• "Team" means a workspace under which one or more users collaborate on the Service, governed by the Team owner or administrator(s).
• "Your Content" means the prompts, code, configurations, datasets, deployment definitions, secrets, files, and other inputs you provide to or through the Service.

LLMGraph provides a visual platform for designing, deploying, and operating workflows that invoke large language models and related infrastructure. The Service evolves continuously; we may add, modify, replace, suspend, or discontinue any feature, model, integration, or component at any time, with or without notice. We do not commit to maintaining any particular feature, Model Provider, integration, or service level unless expressly stated in a separate written agreement signed by an authorized representative of Katabarwa Labs Inc..

You must be at least 13 years old (or the minimum age of digital consent in your jurisdiction, whichever is higher) and have the legal capacity to enter into these Terms. The Service is intended for use in commercial or professional contexts and is not directed at children. You represent that you meet these requirements and that all information you provide to us is accurate and current.

You are responsible for safeguarding your credentials, API keys, OAuth tokens, and any other authentication material issued by or for the Service, and for all activity that occurs under your account, whether authorized by you or not. You agree to (a) use strong, unique passwords, (b) enable multi-factor authentication where available, (c) keep API keys out of public source control or client-side code other than keys we explicitly designate as publishable, and (d) promptly notify us of any actual or suspected unauthorized access. We are not liable for any loss arising from your failure to safeguard your credentials. We may suspend, disable, or terminate accounts that we reasonably believe have been compromised or used in violation of these Terms, our policies, or applicable law.

Plans. The Service is offered under different Plans with different features, usage allowances, support levels, and Fees. Features, limits, and pricing for each Plan are described on our pricing page or in the Service itself and may change from time to time as provided in Section 7.

Free or Hobby tier. Any free or Hobby tier we offer is intended for evaluation, development, and small-scale personal use. We may modify, restrict, or discontinue the free tier at any time without notice and without liability. Usage that we reasonably determine exceeds the spirit of the free tier (including resale, commercial operation in production, or operating multiple accounts to evade limits) is grounds for suspension or termination.

Teams.If you create or join a Team, the Team's owner or administrator(s) may add, remove, or change roles of members; configure billing; access Your Content within the Team; transfer ownership; and bind the Team to these Terms. By joining a Team you authorize the administrator(s) to act on your behalf with respect to the Service. We are not responsible for actions taken by administrators within the scope of their administrative authority.

Paid Plans are billed in advance on a recurring basis through our third-party payment processor (currently Stripe). By starting a paid Plan or providing a payment method, you authorize us (and our payment processor) to charge your payment method for the applicable subscription Fees, usage-based Fees, overages, applicable taxes, and any other amounts owed under these Terms.

Automatic renewal. Subscriptions renew automatically for successive periods of the same length and at the then-current rate until you cancel. You may cancel at any time from your account settings; cancellation takes effect at the end of the current billing period.

Free trials. If we offer a free trial, the trial automatically converts to a paid subscription at the end of the trial period unless you cancel before the trial ends. Trials are limited to one per Customer and may be revoked at our discretion if we suspect abuse, multi-accounting, or evasion of trial limits.

Usage-based and overage Fees. Some Plans include usage-based Fees (for example, per-token or per-execution charges) or overages above included allowances. Usage is measured by our systems and our records will be authoritative absent manifest error. You are responsible for monitoring your usage; we offer in-product tools and rate limits for this purpose, but we do not guarantee that those tools will prevent unexpected charges.

Price changes. We may change prices, Plans, included allowances, or usage caps at any time. We will apply such changes to your subscription beginning with the next billing cycle. Your continued use after a price change takes effect constitutes acceptance of the new price.

Taxes. Fees are exclusive of all taxes, levies, duties, and similar charges imposed by any taxing authority (including value-added, sales, use, withholding, and similar taxes). You are responsible for paying all such taxes other than taxes based on our net income. Where we are required to collect such taxes, they will be added to your invoice.

Failed payments.If a charge is declined, we may retry the charge, suspend the Service, or terminate your account. You remain liable for any unpaid amounts. We may apply a reasonable late charge and recover reasonable costs of collection, including attorneys' fees, to the extent permitted by law.

ALL FEES ARE NON-REFUNDABLE AND ARE PAID IN ADVANCE FOR THE APPLICABLE BILLING PERIOD. WE DO NOT ISSUE REFUNDS, CREDITS, OR PRORATED ADJUSTMENTS FOR PARTIAL PERIODS, UNUSED FEATURES, UNUSED USAGE ALLOWANCES, ACCOUNT CANCELLATION, ACCOUNT SUSPENSION, ACCOUNT TERMINATION (BY YOU OR US), DOWNGRADES, SERVICE OUTAGES, DEGRADED PERFORMANCE, MODEL PROVIDER CHANGES, OR DISSATISFACTION WITH THE SERVICE. By purchasing or renewing a subscription, you acknowledge and agree to this no-refund policy.

If you are a consumer in the European Union, United Kingdom, or another jurisdiction whose law grants you a non-waivable right of withdrawal or refund for digital services, you expressly request that the Service be made available to you immediately upon purchase and acknowledge that, by accessing or using the Service, you waive any such right of withdrawal to the maximum extent permitted by applicable law. Where applicable law nonetheless requires a refund or credit, our liability is limited to the minimum amount required by that law.

Chargebacks. Initiating a chargeback or payment-card dispute without first contacting us in good faith to attempt a resolution is a material breach of these Terms and may result in immediate suspension or termination of your account, in addition to our other rights and remedies. You will reimburse us for any chargeback or dispute fees we incur where the chargeback is later resolved in our favor.

From time to time we may make features, models, integrations, or interfaces available as "Beta", "Preview", "Experimental", "Alpha", or under a similar label (collectively, "Preview Features"). Preview Features are pre-release, may be unstable, may contain bugs or errors, may change incompatibly, and may be modified or discontinued at any time without notice.

PREVIEW FEATURES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. SERVICE LEVELS, INDEMNIFICATION, AND SUPPORT COMMITMENTS DO NOT APPLY TO PREVIEW FEATURES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO PREVIEW FEATURES IS LIMITED TO ONE HUNDRED U.S. DOLLARS (US$100). You use Preview Features at your own risk.

Your use of the Service is at all times subject to our Acceptable Use Policy, which is incorporated into these Terms by reference. Violations may result in immediate suspension or termination without notice and without refund, removal of content, and notification of appropriate authorities.

The Service is a shared, multi-tenant platform. To protect the platform and other customers we may monitor, analyze, throttle, rate-limit, queue, or suspend any traffic, request, deployment, or workflow that, in our reasonable judgment, (a) consumes disproportionate or unfair resources, (b) appears automated, abusive, or malicious, (c) interferes with other customers' use of the Service, (d) places disproportionate load on us or our Subprocessors, or (e) appears intended to evade usage limits, billing, or other restrictions. We may apply these measures with or without notice. No remedy described in this Section constitutes a refund obligation or service credit.

You retain all rights to Your Content. You represent and warrant that you own or have all rights necessary to provide Your Content to the Service and that Your Content does not violate any law or infringe any third party's rights.

You grant Katabarwa Labs Inc. a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable license to host, store, transmit, display, copy, modify, create derivative works of, transcode, and otherwise process Your Content solely as necessary to (a) provide, secure, monitor, troubleshoot, and improve the Service for you and your Team, (b) comply with law and respond to lawful requests from authorities, (c) prevent or address abuse, fraud, or threats to the Service or its users, (d) enforce these Terms and our policies, and (e) generate aggregated or anonymized statistics that do not identify you, your Team, or any individual. We do not use Your Content to train foundation models. The license granted in this Section terminates when Your Content is deleted from the Service, except for copies retained as part of routine backups, audit records, or as required by law.

The Service produces Outputs from large language models and other AI systems supplied by Model Providers. Outputs are probabilistic and may be inaccurate, incomplete, misleading, biased, offensive, out of date, or unsuitable for your use case. Different users may receive identical or substantially similar Outputs in response to the same or similar inputs.

You are solely responsible for reviewing, validating, and deciding how to use Outputs. You must not rely on Outputs as a sole source of truth or as a substitute for professional advice. Outputs are not legal, medical, financial, tax, accounting, engineering, or other professional advice. You will not use the Service or its Outputs to make automated decisions that produce legal effects or similarly significant effects on individuals without meaningful, qualified human review.

End-User notice. If you build, deploy, or expose any capability that surfaces Outputs to End Users, you will give those End Users a clear and conspicuous notice that the content they are seeing is generated by AI, may be inaccurate, and should not be relied on without independent verification. You are responsible for complying with all laws and regulations applicable to your use of AI, including disclosure, transparency, content-labeling, and risk-classification requirements (for example, the EU AI Act).

As between you and us, you own the Outputs generated for you from your inputs, to the extent ownership is available under applicable law. You acknowledge that under current U.S. Copyright Office guidance, works generated solely by AI without meaningful human authorship may not be eligible for copyright protection. You also acknowledge that your inputs and associated context may be transmitted to a Model Provider for inference, and that your use of any Model Provider is additionally governed by that provider's own terms and privacy practices.

You will not, and will not permit any End User or third party to:

• access or use the Service in violation of any law, regulation, or third-party right;
• copy, modify, translate, adapt, or create derivative works of the Service or any of its components except as expressly permitted;
• reverse engineer, decompile, disassemble, or attempt to derive the source code, models, training data, prompts, weights, or trade secrets underlying the Service, except to the extent expressly permitted by applicable law;
• remove or alter any proprietary notices, branding, or labels on the Service or any materials we provide;
• resell, rent, lease, sublicense, or otherwise transfer access to the Service to any third party;
• use the Service to build, train, or improve a product or service that competes with the Service, or to benchmark the Service for publication or competitive analysis;
• probe, scan, or test the vulnerability of the Service, or breach or circumvent any security or authentication measure, except in accordance with a written authorization from us (including under a published bug-bounty program);
• use any automated means, scraper, bot, or crawler to access the Service, or to systematically extract data from the Service or its Outputs;
• upload, transmit, or process malicious code, spyware, ransomware, or other harmful or destructive content;
• use the Service in a manner that, in our reasonable judgment, may cause material harm to the Service, other users, or third parties.

The Service, including all software, models we develop, designs, interfaces, Documentation, trademarks, logos, and other materials provided by us ("Our IP"), is owned by Katabarwa Labs Inc. or our licensors and is protected by intellectual property and other laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes and, where applicable, for the benefit of End Users through products you build using the Service. No license, right, or interest in Our IP is granted by implication, estoppel, or otherwise except as expressly stated in these Terms.

Certain components of the Service may include third-party or open-source software. To the extent any such component is governed by an open-source license, the terms of that license control over any conflicting terms in this Section as to that component.

If you provide us with suggestions, ideas, improvements, or other feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use, modify, incorporate, and exploit such feedback for any purpose without obligation, attribution, or compensation to you. You waive any moral rights in the feedback to the extent permitted by law.

Each party retains all rights in its name, logos, and other trademarks. Neither party may use the other's trademarks without prior written consent, except that you grant us a limited license to use your name and logo solely to identify you as a customer of the Service on our website, in marketing materials, and in customer lists. You may revoke this consent at any time by contacting us through the contact page; revocation will be applied on a prospective, commercially reasonable basis.

The Service depends on, integrates with, and transmits data to third-party services, including cloud infrastructure, Model Providers, payment processors, identity providers, email delivery providers, and analytics providers (collectively, "Third-Party Services" and, where they process data on our behalf to provide the Service, "Subprocessors"). Your use of any Third-Party Service is governed by that party's own terms and privacy policies, which you are responsible for reviewing.

We are not responsible or liable for any Third-Party Service, including any modification, interruption, suspension, deprecation, security incident, or termination of a Third-Party Service. A Third-Party Service's actions may impact the Service; we have no obligation to maintain compatibility with any specific Third-Party Service.

A current categorical list of our Subprocessors is described in our Privacy Policy. By using the Service, you authorize us to engage Subprocessors to process Your Content for the purposes described in Section 12. We remain responsible for our Subprocessors' performance of obligations they perform on our behalf.

We implement administrative, technical, and physical safeguards designed to protect the Service and Your Content, as further described in our Privacy Policy. No system is perfectly secure; we do not warrant that the Service will be free of unauthorized access, data loss, or other security incidents.

Compliance frameworks. Unless we have entered into a separate written agreement with you that expressly says otherwise, the Service is notdesigned, marketed, or warranted to be used as a system of record for, or to handle, data subject to: the Health Insurance Portability and Accountability Act ("HIPAA") or related regulations; the Payment Card Industry Data Security Standard ("PCI DSS") (including credit-card primary account numbers); the Gramm-Leach-Bliley Act; the Family Educational Rights and Privacy Act ("FERPA"); the Children's Online Privacy Protection Act ("COPPA"); export-controlled technical data; classified or national-security information; or data subject to similar regulatory regimes in any jurisdiction. You will not submit such data to the Service. We disclaim any responsibility for your violation of any law arising from your submission of regulated data to the Service.

You will not use the Service in connection with any application or activity where failure, error, or inaccuracy could lead to death, personal injury, severe property or environmental damage, or other catastrophic harm, including: the operation of nuclear facilities; aircraft navigation, control, or communication; life-support or life-sustaining systems; weapons systems; critical infrastructure control (energy grids, water systems, transportation networks); emergency services; or automated decisioning without human review in regulated contexts such as healthcare, legal, financial, employment, housing, insurance, immigration, or law enforcement. You assume all risk of any such use and indemnify us as provided in Section 27.

Our collection, use, and disclosure of personal data in connection with the Service is described in our Privacy Policy, which is incorporated into these Terms by reference. To the extent your use of the Service involves processing of personal data subject to the EU General Data Protection Regulation (GDPR), the UK GDPR, the California Consumer Privacy Act (CCPA), or similar laws, you are the controller (or business) and we are the processor (or service provider) acting on your documented instructions, which instructions are these Terms and our policies. If a data processing addendum ("DPA") is required for your use, contact us through the contact page; absent a separate written DPA executed by us, no DPA applies and you will not submit personal data to the Service in a manner that requires one.

"Confidential Information"means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") in connection with the Service that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Our Confidential Information includes the non-public features, performance, pricing, and Documentation of the Service. Your Confidential Information includes Your Content.

The Recipient will (a) use the Discloser's Confidential Information only as necessary to exercise its rights and perform its obligations under these Terms, (b) protect it using at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than reasonable care, and (c) not disclose it to any third party except to its employees, contractors, advisors, or Subprocessors who have a need to know and are bound by confidentiality obligations no less protective than this Section.

Confidential Information does not include information that the Recipient can demonstrate (i) was lawfully in its possession without restriction before disclosure, (ii) is or becomes publicly available without breach of these Terms, (iii) was independently developed without use of the Discloser's Confidential Information, or (iv) is rightfully obtained from a third party without confidentiality obligations. The Recipient may disclose Confidential Information to the extent required by law or legal process, provided it gives the Discloser prompt notice (where legally permitted) so the Discloser may seek a protective order.

Support is provided on a commercially reasonable, best-effort basis through the channels described in the Documentation, during the hours we publish. We make no guarantee as to response time, resolution time, or availability of support, and we may decline to assist with matters outside the scope of the Service (including support for your own code, third-party integrations, or Model Provider behavior). Premium or enterprise support, if offered, is governed by a separate written agreement.

We may change, add, deprecate, replace, or remove any feature, model, integration, API, endpoint, or interface at any time. Where reasonably practicable we will provide advance notice (for example via the Documentation, in-product announcement, or this page) for changes we reasonably believe will be materially disruptive. You are responsible for testing the Service against your own integrations after any change.

UNLESS WE HAVE ENTERED INTO A SEPARATE WRITTEN AGREEMENT WITH YOU THAT EXPRESSLY PROVIDES OTHERWISE, THE SERVICE IS NOT SUBJECT TO ANY SERVICE-LEVEL AGREEMENT, UPTIME COMMITMENT, OR SERVICE CREDIT. WE DO NOT GUARANTEE ANY LEVEL OF AVAILABILITY OR PERFORMANCE.

THE SERVICE, ALL OUTPUTS, ALL THIRD-PARTY SERVICES ACCESSED THROUGH THE SERVICE, AND ALL DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, KATABARWA LABS INC. AND ITS LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SYSTEM-INTEGRATION, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

Without limiting the foregoing, we do not warrant that the Service will be uninterrupted, secure, error-free, virus-free, or free of harmful components; that defects will be corrected; that any data will be preserved without loss; that Outputs will be accurate, complete, reliable, current, suitable, lawful, or non-infringing; that the Service will meet your requirements or expectations; that any specific Model Provider will remain available; or that any information accessible through the Service is appropriate or available for use in any particular jurisdiction. Some jurisdictions do not allow the exclusion of certain warranties; in such jurisdictions our warranties are limited to the minimum extent required by law.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL KATABARWA LABS INC., ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, REPUTATION, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR ANY OUTPUT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR ANY OUTPUT, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). FOR PREVIEW FEATURES, THE LOWER CAP IN SECTION 9 CONTROLS.

The limitations in this Section apply to the maximum extent permitted by law, even if any limited remedy fails of its essential purpose. The parties agree that these limitations are an essential element of the bargain between us, reflect a reasonable allocation of risk in light of the Fees, and that we would not provide the Service without them.

You will defend, indemnify, and hold harmless Katabarwa Labs Inc., its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any third-party claim, demand, action, investigation, loss, liability, damage, fine, penalty, cost, or expense (including reasonable attorneys' fees and the costs of any settlement) arising out of or relating to:

• Your Content or any combination of Your Content with the Service or any Output;
• your or any of your End Users' use or misuse of the Service or any Output;
• your violation of these Terms, our Acceptable Use Policy, our Privacy Policy, or any applicable law;
• your violation of any third party's rights, including intellectual property, privacy, publicity, moral, or other proprietary rights;
• any decision you, your Team, your End User, or any third party makes in reliance on an Output;
• your use of the Service in any High-Risk Use prohibited by Section 20, or your submission of regulated data prohibited by Section 19;
• any tax obligation arising from your use of the Service other than taxes based on our net income.

We may, at our option, assume the exclusive defense and control of any matter subject to indemnification by you, in which case you will cooperate with our defense at your expense. You may not settle any claim without our prior written consent if the settlement requires any payment by us, admission of liability or wrongdoing by us, or any other obligation on our part.

We may suspend, restrict, throttle, or terminate your access to the Service, in whole or in part, immediately and without prior notice if we reasonably believe that: (a) you are in material breach of these Terms, our Acceptable Use Policy, our Privacy Policy, or any applicable law; (b) your account, Your Content, or your activity poses a security, legal, regulatory, or reputational risk to us, the Service, or any third party; (c) a Subprocessor, Model Provider, or other third party reasonably requires us to suspend or remove your account or content; (d) your Fees are overdue; (e) we are required by law or legal process to do so; or (f) we discontinue the Service or any portion of it.

Where suspension is for non-payment or a curable breach, we will generally attempt to give notice and a reasonable opportunity to cure, but we are not obligated to do so. You may stop using the Service and cancel your subscription at any time. Termination does not relieve you of your obligation to pay any amounts already accrued.

Upon termination or expiration of your access for any reason, your right to use the Service ends immediately. You are responsible for exporting Your Content before termination. We may, but are not obligated to, retain Your Content for a limited grace period after termination to allow recovery, and after that period we may delete Your Content from active systems, subject to retention in routine backups and as required by law. We have no liability for any deletion of Your Content effected in accordance with these Terms.

All provisions of these Terms that by their nature should survive termination — including, without limitation, Sections 2, 7 (with respect to amounts owed), 8, 12 (second paragraph), 14, 15, 16, 17, 18, 19, 20, 22, 25, 26, 27, 29, 30, 31, 32, 34, 36, 37, and 38 — will survive.

Please read this Section carefully — it affects your legal rights.

30.1 Informal resolution.Before initiating any formal proceeding, you and we agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a "Dispute") informally for at least sixty (60) days. To begin informal resolution, you must send a written notice to us through the contact page describing the Dispute, the relief you seek, and your contact information; we will provide the same to you if we initiate. The parties will negotiate in good faith during the informal period, and any applicable limitations period is tolled while the informal period runs.

30.2 Binding arbitration.If a Dispute is not resolved through informal resolution, you and we agree that the Dispute will be resolved exclusively through final and binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (or, for Disputes involving more than US$75,000 in claimed value, its Commercial Arbitration Rules), as modified by these Terms. The arbitration will be conducted by a single arbitrator. The seat of arbitration will be Wilmington, Delaware, United States; the arbitration may be conducted by telephone, videoconference, or in person at the seat or another location agreed by the parties. The arbitrator has exclusive authority to resolve any Dispute, including the scope, enforceability, and interpretation of this arbitration agreement, except that a court has exclusive authority to decide whether the Class Action Waiver in Section 30.3 is enforceable.

30.3 Class action waiver. YOU AND WE EACH WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, MASS, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION AGAINST THE OTHER, AND EACH WAIVE ANY RIGHT TO HAVE A DISPUTE RESOLVED BY JURY TRIAL. The arbitrator may award relief only to the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If this Class Action Waiver is found unenforceable as to a particular claim, that claim will be severed from arbitration and brought in the courts identified in Section 31, and the remainder of this Section 30 will remain in force.

30.4 Mass arbitration. If twenty-five (25) or more demands for arbitration are filed against us asserting similar claims and represented or coordinated by the same or coordinated counsel, the AAA Mass Arbitration Supplementary Rules will apply, and the parties will work in good faith to implement efficient procedures (including the use of bellwether proceedings) to resolve the demands.

30.5 Small claims and equitable carve-outs.Either party may bring an individual action in small-claims court for claims within that court's jurisdiction in lieu of arbitration. Either party may also seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights or Confidential Information pending arbitration; such action will not constitute a waiver of the arbitration agreement.

30.6 Opt-out. You may opt out of the arbitration agreement and class action waiver in this Section 30 by sending written notice through our contact page stating your name, account email, and intent to opt out, within thirty (30) days of first accepting these Terms. If you opt out, any Dispute will be resolved in the courts identified in Section 31. Opting out will not affect any other provision of these Terms.

30.7 Costs.Each party will bear its own attorneys' fees and costs except as otherwise required by applicable law or AAA rules. The arbitrator may award attorneys' fees and costs to the prevailing party as permitted by law.

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. For any Dispute that is not subject to arbitration (or for which arbitration has been opted out under Section 30.6), the exclusive venue will be the state or federal courts located in Wilmington, Delaware, and each party irrevocably consents to personal jurisdiction there and waives any objection based on forum non conveniens.

Time limit. Any Dispute must be commenced (in arbitration or court, as applicable) within one (1) year after the cause of action accrues, or it will be permanently barred. This shorter limitations period does not apply where prohibited by law.

We may update these Terms from time to time to reflect changes in the Service, our business, applicable law, or for other reasons. Material changes will be reflected by posting an updated version of these Terms and revising the "Last updated" date above. You are responsible for reviewing this page periodically. Your continued access to or use of the Service after an update becomes effective constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, your sole remedy is to stop using the Service and cancel your subscription.

We will not be liable for any delay, interruption, or failure to perform under these Terms caused by circumstances beyond our reasonable control, including acts of God, war, terrorism, civil unrest, government action, labor disputes, pandemics, epidemics, network or power failures, denial-of-service attacks, failures of cloud infrastructure or Third-Party Services, supply-chain disruptions, or other force majeure events. This Section does not relieve you of your obligation to pay Fees.

Export and sanctions.You represent and warrant that you are not located in, under the control of, or a national or resident of any country or region subject to a comprehensive U.S. embargo (including, as of the "Last updated" date, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), and that you are not identified on any U.S. government denied, blocked, or restricted party list (including the OFAC SDN List, the Commerce Department's Denied Persons List or Entity List, or the State Department's Debarred List). You will not export, re-export, transfer, or otherwise make the Service or any Output available to any such country, region, or person, or use the Service for any end use prohibited by U.S. or other applicable export-control or sanctions laws.

Anti-corruption. You will comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act. You will not offer or give anything of value to any government official or other person to obtain or retain business in connection with the Service.

We may send you legal notices, billing communications, security notifications, and other transactional messages by email (using the address associated with your account), by posting on the Service, or by other reasonable means. You consent to receive electronic communications and agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that they be in writing. You may send us notices through the contact page. You are responsible for keeping your account email address current.

You may not assign or transfer these Terms or any of your rights or obligations under them, by operation of law or otherwise, without our prior written consent. We may assign these Terms, in whole or in part, in connection with a merger, acquisition, financing, sale of assets, reorganization, or by operation of law, without your consent. Any prohibited assignment is void. We may use Subprocessors, affiliates, and contractors to perform our obligations under these Terms; we remain responsible for their performance to the extent provided in Section 18.

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable in any respect, that provision will be modified to the minimum extent necessary to make it enforceable, or, if no such modification is possible, severed; the remaining provisions will continue in full force.

No waiver. Our failure to enforce any provision of these Terms is not a waiver of our right to do so later. No waiver is effective unless made in writing and signed by an authorized representative.

Entire agreement. These Terms, together with our Privacy Policy, our Acceptable Use Policy, the Documentation, and any other policies or schedules referenced from them, constitute the entire agreement between you and us regarding the Service and supersede all prior or contemporaneous agreements, communications, and understandings.

Order of precedence. In the event of any conflict among the documents above, the following order of precedence applies (highest authority first): (a) any separately signed written agreement between you and us referencing the Service; (b) these Terms; (c) the Acceptable Use Policy; (d) the Privacy Policy; (e) the Documentation; and (f) any other in-product or website text.

Interpretation.Section headings are for convenience only and do not affect interpretation. "Including", "such as", and "for example" mean "including without limitation". The word "or" is non-exclusive. The singular includes the plural and vice versa. No rule of construction will be applied against the drafter.

These Terms do not create any partnership, joint venture, employment, franchise, agency, or fiduciary relationship between you and us. Neither party has authority to bind the other or to make any representation on the other's behalf. There are no third-party beneficiaries to these Terms.

If you reside in or your registered business is in one of the regions below, the following terms apply and prevail over any conflicting provision elsewhere in these Terms to the extent of the conflict:

European Union, European Economic Area, United Kingdom, and Switzerland. Nothing in these Terms limits any non-waivable statutory rights you may have as a consumer under applicable law, including statutory warranty rights and the right of withdrawal for digital services to the extent it has not been waived under Section 8. If you are a consumer, Section 30 (arbitration) and Section 31 (Delaware governing law and venue) apply only to the extent permitted by the mandatory consumer-protection laws of your country of habitual residence; otherwise, the courts and laws of that country apply to Disputes you bring as a consumer.

California, United States. Under California Civil Code §1789.3, California users are entitled to the following consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210. The Federal Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act applies notwithstanding anything in Section 30; either party may, at its election, bring a Dispute relating to sexual assault or sexual harassment in a court of competent jurisdiction.

Quebec, Canada. The parties confirm their express wish that these Terms be drafted in English. Les parties confirment leur volonté expresse de voir la présente convention rédigée en anglais.

Questions about these Terms? Reach us via the contact page.