Terms of Service

You must be legally able to enter into these Terms on behalf of yourself or the organization you represent. You are responsible for:

• Providing accurate information
• Maintaining the confidentiality of account credentials
• All activity occurring under your account, except to the extent caused by our breach of these Terms
• Ensuring your users comply with these Terms

You must promptly notify us of any unauthorized access to your account or the Services.

If you create or administer a Buttercream workspace for an organization, you are responsible for managing users, permissions, integrations, and workspace settings on behalf of that organization.

Workspace administrators may be able to access, manage, export, or delete workspace data and control how the Services are configured and used. You are responsible for obtaining and maintaining all internal authorizations needed for administrator access and workspace management.

Some Services may be offered on a paid subscription basis or under an order form, quote, statement of work, or other commercial agreement (each, an “Order”). Each Order may specify the applicable Services, usage limits, fees, billing terms, and subscription term.

If there is a conflict between these Terms and a signed Order or other signed commercial agreement, the signed commercial agreement controls for that conflict.

We may offer beta, preview, or early access features. Those features may be incomplete, changed, suspended, or discontinued at any time and may be subject to additional terms. Unless we state otherwise in writing, beta, preview, and early access features are provided “as is” without any warranty, support commitment, service level, or uptime commitment.

As between the parties, you retain all right, title, and interest in and to the content, data, communications, records, files, prompts, tickets, messages, notes, and other materials submitted to or processed through the Services on your behalf (“Customer Data”).

You grant us a non-exclusive, worldwide, limited right to host, copy, store, transmit, modify, display, and otherwise process Customer Data only:

• As necessary to provide, secure, support, maintain, and improve the Services
• As directed by you and your authorized users
• As permitted by the applicable Order or other written agreement
• As required by applicable law

You are responsible for:

• The legality, accuracy, and rights associated with Customer Data
• Obtaining all permissions, notices, and consents required for your use of the Services and connected integrations
• Your instructions to us regarding Customer Data
• Maintaining backups of Customer Data to the extent you deem appropriate for your business

We may collect and use Service-generated technical logs, product usage information, and aggregated or deidentified data derived from use of the Services for lawful business purposes, including operating, securing, supporting, analyzing, and improving the Services, provided that such data does not identify you or any individual as such.

Our Privacy Policy explains how we handle personal information when we act as a controller.

To the extent we process personal information contained in Customer Data on your behalf, we will do so as your processor or service provider and in accordance with applicable law, these Terms, and any applicable data processing addendum or other written agreement between the parties.

The Services may include AI-assisted features such as classification, grouping, search, summarization, draft generation, automation, and agent assistance. By using those features, you instruct us to process relevant Customer Data and related context through our systems and service providers as necessary to provide those features.

We do not use Customer Data to train our own general-purpose models.

You acknowledge that AI-generated output may be inaccurate, incomplete, delayed, or otherwise unsuitable for a particular use. You are responsible for reviewing and evaluating output before relying on it or sending it to third parties.

The Services may interoperate with third-party services such as Slack, Google services, Anthropic, Telegram, and other providers. Your use of third-party services is subject to their own terms and privacy policies.

By enabling an integration, you authorize us to access, receive, process, and exchange data with that provider as necessary to support the integration and the Services.

We are not responsible for third-party services, changes to their APIs, outages, or acts or omissions by those providers.

You will not, and will not permit others to:

• Use the Services in violation of law or third-party rights
• Access or attempt to access the Services by unauthorized means
• Probe, scan, test, or circumvent the security or integrity of any system, network, or account
• Interfere with or disrupt the Services
• Upload, transmit, or process content that is unlawful, fraudulent, defamatory, infringing, or otherwise violates another party's rights
• Use the Services to send malware, spam, or unauthorized messages
• Reverse engineer, decompile, or attempt to derive source code from the Services, except to the extent such restriction is prohibited by law
• Use the Services to build a competing product or service using unauthorized scraping, copying, or extraction of the Services
• Use the Services to process protected health information subject to HIPAA, payment card data subject to PCI DSS, special category or sensitive personal data subject to heightened legal requirements, government-classified information, or other highly regulated data unless expressly authorized in writing by Clad Labs

We may suspend or restrict access to the Services if we reasonably believe there is a violation of these Terms or a risk to the Services, our users, or third parties.

If you purchase paid Services, you agree to pay all fees and applicable taxes in accordance with the applicable Order, invoice, or pricing terms. Except as otherwise stated in writing, fees are non-refundable.

If payment is overdue, we may suspend access to paid Services after providing notice where required by the applicable Order or law.

You are responsible for any sales, use, value-added, withholding, or similar taxes associated with your purchase or use of the Services, excluding taxes based on our net income, property, or employees.

The Services, including the software, designs, interfaces, documentation, models, workflows, and related materials, are owned by Clad Labs or its licensors and are protected by intellectual property and other laws.

Except for the limited rights expressly granted in these Terms, no rights are granted to you by implication, estoppel, or otherwise. Subject to these Terms and any applicable Order, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Services for your internal business purposes.

Each party may receive non-public information from the other that is designated as confidential or that reasonably should be understood to be confidential (“Confidential Information”). The receiving party will:

• Use the disclosing party's Confidential Information only as necessary to exercise its rights and perform its obligations under these Terms
• Protect the Confidential Information using at least reasonable care
• Not disclose the Confidential Information to third parties except to employees, contractors, advisors, and service providers who need to know it and are bound by confidentiality obligations at least as protective as those in this section

Confidential Information does not include information that:

• Is or becomes public through no fault of the receiving party
• Was already known without restriction
• Is independently developed without use of the Confidential Information
• Is lawfully received from a third party without restriction

If the receiving party is required by law to disclose Confidential Information, it may do so to the extent legally required, provided that, unless prohibited by law, it gives reasonable advance notice to the disclosing party.

To the maximum extent permitted by law, in no event will Clad Labs or its affiliates, officers, directors, employees, contractors, or agents be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenue, goodwill, use, or data, arising out of or related to the Services or these Terms, even if advised of the possibility of such damages.

To the maximum extent permitted by law, Clad Labs' aggregate liability arising out of or related to the Services or these Terms will not exceed the greater of:

• The amounts paid by you to Clad Labs for the Services during the twelve (12) months before the event giving rise to the claim; or
• US$100

Nothing in these Terms limits liability to the extent such liability cannot be limited under applicable law.

You will defend, indemnify, and hold harmless Clad Labs and its affiliates, officers, directors, employees, contractors, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your Customer Data
• Your use of the Services in violation of these Terms
• Your violation of law or the rights of a third party
• Your use of third-party integrations in a manner not authorized by the applicable provider or by law

We may, at our option, participate in the defense using counsel of our choosing at our own expense.

We may suspend or terminate your access to the Services if:

• You materially breach these Terms
• Payment is overdue after notice, where applicable
• Your use poses a security, legal, or operational risk
• We are required to do so by law or a third-party provider
• We discontinue the applicable Service offering

You may stop using the Services at any time, subject to any payment obligations or minimum commitments in an applicable Order.

Upon termination or expiration:

• Your right to access the Services will cease
• We may delete or return Customer Data in accordance with the applicable Order, our standard retention practices, and applicable law
• Provisions that by their nature should survive will survive, including provisions relating to payment obligations, confidentiality, intellectual property, disclaimers, limitation of liability, dispute resolution, and feedback

We may modify the Services from time to time.

We may also update these Terms from time to time. If we make material changes, we will post the revised Terms and update the effective date. Unless a different effective date is stated, the revised Terms will become effective when posted. Your continued use of the Services after the effective date of the revised Terms constitutes acceptance of the revised Terms.

If you have a signed Order or other signed commercial agreement with us, changes to these online Terms will not materially reduce your rights under that signed agreement during its then-current term unless the agreement expressly allows it.

Please read this section carefully.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services, including their formation, breach, termination, enforcement, interpretation, or validity, will be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures then in effect.

The Federal Arbitration Act governs the interpretation and enforcement of this section.

Either party may seek temporary, preliminary, or permanent injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or the security or integrity of the Services, pending completion of arbitration.

Unless the parties agree otherwise, the arbitration will be conducted in English by a single arbitrator and may be conducted remotely, including by video, written submissions, or similar procedures to the fullest extent permitted by the AAA rules. Judgment on the arbitration award may be entered in any court having jurisdiction.

The arbitration will be conducted only on an individual basis and not as a class, collective, consolidated, mass, or representative action, to the fullest extent permitted by law. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL FOR ANY CLAIM SUBJECT TO ARBITRATION.

If this section is found unenforceable as to a particular claim or request for relief, then that claim or request for relief will be resolved by a court of competent jurisdiction, and the remainder of this section will remain in effect to the fullest extent permitted by law.

These Terms are the entire agreement between you and Clad Labs regarding the Services unless superseded by a signed Order or other signed commercial agreement.

You may not assign these Terms without our prior written consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of your assets relating to these Terms. We may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of assets.

If any provision is unenforceable, the remaining provisions will remain in effect. A failure to enforce a provision is not a waiver.

Notices under these Terms may be provided by email, through the Services, or by other reasonable means, and will be effective upon receipt or, if earlier, when posted or sent in accordance with the applicable process.

Questions about these Terms may be sent to support@buttercream.ai.