Date of Last Revision: October 1, 2024
The website https://devgraph.ai (the "Site") and the available Software as a Service accessed through the Site (the "Application") is owned and operated by Arctir, Inc, a Delaware corporation ("Company," "we," "our," or "us"). Company provides the Site and Application and allows users to access and use of the Site and Application, wherein the Application improves developer experience, developer velocity and situational awareness by integrating with your existing tools to break down silos, and improve onboarding and collaboration in your development environment, and information on the Site and Application, including pricing, product, and registration information (collectively, the "Services").
These Terms of Use (this "Agreement") constitutes a binding agreement between you ("you" and "your") and Company. Please read carefully through all sections of this Agreement. Your access to and use of the Services is subject to this Agreement and all applicable laws, and Company reserves the right to terminate your access to the Services if you violate this Agreement. If you do not agree to this Agreement, then you may not use the Services. This Agreement may be changed by us from time to time without notice to you and the governing version will be posted on the Services. Please review the posted terms on a regular basis as your use of the Services will be governed by the then-current Agreement.
You will be required to register for an account ("User Account") and select a subscription tier on a monthly or annual basis to access the Application. You will choose or be provided with a username and password for your account. You are responsible for keeping your username and password confidential. You are responsible for all activities (whether by you or others) that occur under your User Account. You agree to notify us immediately of any unauthorized access or use of your User Account. Company cannot and will not be liable for any loss or damage arising from your failure to protect your account information.
By registering for a User Account, you represent and warrant that your information is true and accurate to the best of your knowledge. You agree not to submit false information when registering an account or using the Services.
We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any reason, including if, in our opinion, you have violated any provision of this Agreement, or your use puts the Services (or Company's system) at risk.
We do not allow persons under the age of eighteen (18) to use the Services. By using the Services, you represent and warrant that you are eighteen (18) years of age or over.
Subject to the terms and conditions of this Agreement, Company hereby grants to You, during the Term (as defined below), a non-exclusive, non-transferable (except as permitted by Section 16.5.), non-sublicensable right to access and use the Services for your internal business purposes in accordance with any documentation provided by Company regarding the use of the Services. Except as expressly set forth herein, no express or implied license or right of any kind is granted to You regarding the Platform, or any part thereof.
You shall not, and shall not permit any other party to:
You may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
You may not use the Services or Company Materials in any manner or for any purpose that would constitute infringement of Company's, its licensors', or the Services' other user's intellectual property rights. Company may provide information and content ("Company Materials") to you through your use of the Services and grants you a limited license to make a copy and use the Company Materials solely for your personal or internal business purposes. Except as otherwise provided herein, you may not copy, distribute or publicly display any Company Materials for any other purpose or in any other public forum without the written consent of Company, including public forums such as other websites, web services, or print publications. Company owns all trademarks and service marks appearing on the Services. The unauthorized use or misuse of these trademarks and service marks is prohibited.
As between the parties, you own all right, title, and interest in and to Customer Data, including all intellectual property rights therein. Any rights not expressly granted to Company hereunder are reserved by You and its suppliers. Company is not obligated to back up any Customer Data; you are solely responsible for creating backup copies of any Customer Data at Your sole cost and expense. You will have the ability, during the Term, to export the Customer Data out of the Application and is encouraged to make its own backup copies of the Customer Data. You are solely responsible for all Customer Data, including, without limitation, the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. You will obtain all third-party licenses, consents, and permissions needed for Company to use the Customer Data as contemplated by this Agreement and for you to grant the rights granted herein to the Customer Data. "Customer Data" shall mean any information, data or content that you provide the Services or that is imported into the Services on your behalf.
You hereby grant to Company, during the Term, a limited, non-exclusive, non-transferable (except as permitted by Section 16.5), worldwide, royalty-free license to access, reproduce, process, analyze, store, retain, transmit copy, modify, perform, display, and otherwise use the Customer Data in order to perform the Services under this Agreement. You further authorize Company to anonymize Customer Data and to aggregate Customer Data with similar data from other Company customers in a manner that does not identify You, to further develop and provide Company's products and services.
The Services and all worldwide intellectual property rights in each of the foregoing, and all additions and modifications to each of the foregoing, are the exclusive property of Company and its suppliers. Any rights not expressly granted to You hereunder are reserved by Company and its suppliers.
You acknowledge and agree that, during the Term, Company may collect Usage Data. As between the parties, you own all right, title, and interest in and to the Usage Data, including all intellectual property rights therein. Company may aggregate, use and disclose (in a manner that does not identify You or any User) Usage Data, both during and after the Term, in connection with its performance of its obligations in this Agreement and for any other lawful business purpose, including, but not limited to, benchmarking, data analysis, and to improve Company's products, services, systems, and algorithms.
You hereby grant to Company a fully-paid, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into Company's products and services any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the Services. Company will not identify you as the source of any such feedback.
This Agreement commences on the date you access the Site or register for the Services and continues for as long as your initial subscription term (either monthly or annually) or if you otherwise access or use the Services (the "Term"). In the event that you subscribe to access the Application, your access to the Application will continue for the initial subscription term (either monthly or annually) and will automatically renew for the same subscription term length (either on a monthly or annual basis) unless you terminate your subscription earlier in accordance with the term.
You may terminate your subscription to the Application within 1 days prior to the end of the then-current subscription period (either monthly or annually).
Company may terminate this Agreement immediately upon written notice if the other party breaches any material provision of this Agreement and does not cure such breach (provided that such breach is capable of cure) within thirty (30) days after being provided with written notice of such breach.
Upon any expiration or termination of this Agreement:
For five (5) days after the end of the Term, as applicable, Company will make the Customer Data available to you through the Services on a limited basis solely for purposes of you retrieving the Customer Data, unless Company is instructed by you to delete such data before that period expires. After such period, Company will discontinue all use of Customer Data and destroy all copies of Customer Data in its possession, except as permitted by applicable law or as required to be retained for Company's data archives. Sections 3.4, 3.5, 3.6, 3.7, 3.8, 4.4, 5, 6.2, 8, 9, 10, 11, 12, 13, and 16 will survive any termination or expiration of this Agreement.
Company's collection and use of your personal information is described in Company's Privacy Policy.
You shall pay Company the fees set forth on the Services for the subscription tier selected ("Fees"). Fees are exclusive of, and you shall pay all taxes, fees, duties, and other governmental charges arising from the payment of any fees or any amounts owed to Company by you for your purchase of the subscription. You will make all payments of Fees to Company free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Company will be your sole responsibility, and you will provide Company with official receipts issued by the appropriate taxing authority, or such other evidence as Company may reasonably request, to establish that such taxes have been paid.
By subscribing to the Services, you agree to pay all Fees for the subscription tier you select. You shall pay to Company all Fees through Company's third-party payment processor, and you authorize Company's third-party payment processor to charge or debit your designated payment method for the subscription fees for the service tier to which you subscribe. Unless otherwise provided herein, all payments received by Company are non-refundable except as otherwise expressly provided in this Agreement. You shall make all payments in United States dollars. Any amounts not paid when due are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower. You shall be responsible for all Company's costs of collection, including without limitation reasonable attorney's fees.
If any undisputed amount owing by you under this Agreement is thirty (30) days or more overdue, Company may, without limiting its other rights and remedies, suspend Services, including your and its Users' access to the Platform, until such undisputed amounts are paid in full on the condition that Company provides you with at least ten (10) days' prior written notice that such amounts are overdue before suspending Services. By agreeing to this Agreement, you authorize Company's third-party payment processor to charge or debit your designated payment method for the subscription fees for the service tier to which you subscribe. Unless otherwise provided herein, all payments are final.
These content standards apply to any and all Customer Data and use of the Services. Your Customer Data and use of the Services must in its entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, Customer Data and your use of the Services must not:
We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Except to the extent your content or communications to Company includes Personal Information (defined in the Privacy Policy), by forwarding any content or communications to Company through the Services or by other electronic means, you thereby grant Company a perpetual, royalty-free, world-wide, irrevocable, non-exclusive license to use, reproduce, modify, adapt, publish, translate, create derivative works from, redistribute, and display such content and communications in any form for the purposes of providing the Services and any purpose tangentially related to the Services. No compensation will be paid to you with respect to Company's or its sublicensees' use of your communications. By providing or submitting content, you represent and warrant that you own or otherwise control all of the rights to your submitted content and communications as described in this section including, without limitation, all the rights necessary for you to submit the content and communications and grant the license above.
The following activities are expressly prohibited from the Services:
The Services is operated from the United States and is intended to be used solely in the United States. When using the Services, on the Services, or when using any content provided by Company, you must obey all applicable U.S.-based federal, state, and local laws.
TO THE FULLEST EXTENT ALLOWED BY LAW AND EXCEPT AS OTHERWISE PROVIDED HEREIN OR ON THE SERVICES AND COMPANY MATERIALS OFFERED ON OR THROUGH THE SERVICES AND ANY REFERENCED THIRD-PARTY SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ANY THIRD-PARTY GOODS OR SERVICE PROVIDERS ARE SUPPLIED AS A CONVENIENCE TO YOU AND LISTING DOES NOT CONSTITUTE SPONSORSHIP, AFFILIATION, PARTNERSHIP, OR ENDORSEMENT. TO THE FULLEST EXTENT ALLOWED BY LAW, COMPANY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
TO THE FULLEST EXTENT ALLOWED BY LAW, COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES, OR COMPANY MATERIAL ON THE SERVICES IN TERMS OF ITS CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE.
BY PROVIDING THE SERVICES, COMPANY DOES NOT IN ANY WAY PROMISE THAT THE SERVICES WILL REMAIN AVAILABLE TO YOU. COMPANY IS ENTITLED TO TERMINATE OR MODIFY ALL OR PART OF ANY OF THE SERVICES AT ANY TIME, IN ITS SOLE DISCRETION WITHOUT NOTICE TO YOU.
THE LIABILITY OF COMPANY AND ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES AND THIRD-PARTY SERVICE PROVIDERS WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF YOUR USE OF THE SERVICES, THE CONTENT OR SERVICES OBTAINED THROUGH THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE, THE GREATER OF THE AMOUNTS PAID BY YOU TO COMPANY FOR USE OF THE SERVICES OR FIFTY DOLLARS ($50).
IN NO EVENT WILL COMPANY BE LIABLE TO YOU OR ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF THE SERVICES, PRODUCTS PURCHASED ON THE SERVICES, OR ON ANY OTHER HYPERLINKED WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA OR OTHERWISE, EVEN IF COMPANY IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to indemnify, defend and hold harmless Company and its affiliates, employees, agents, representatives and third-party service providers, for any and all claims, demands, actions, liability, fines, penalties and expenses that may arise from any of your acts through the use of the Services. Such acts may include, but are not limited to:
The Services may contain links to other third-party websites. Such third-party websites are maintained by persons or organizations over which Company exercises no control. Your use of these third-party websites is governed by the terms of use and privacy policy of such websites. Company expressly disclaims any responsibility for the content or results from your use of such third-party websites.
Company respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Company the following information:
If any term or provision in this Agreement is found to be void, against public policy, or unenforceable by a court of competent jurisdiction and such finding or order becomes final with all appeals exhausted, then the offending provision shall be deemed modified to the extent necessary to make it valid and enforceable. If the offending provision cannot be so modified, then the same shall be deemed stricken from this Agreement in its entirety and the remainder of this Agreement shall survive with the said offending provision eliminated.
We cannot guarantee the Services will be available 100% of the time because public networks, such as the internet, occasionally experience disruptions. Although we strive to provide the most reliable website reasonably possible, interruptions and delays in accessing the Services are unavoidable and Company disclaims any liability for damages resulting from such problems.
Information on the Services may contain technical inaccuracies or typographical errors. We attempt to make the Services' postings as accurate as possible, but Company does not warrant the content of the Services is accurate, complete, reliable, current, or error-free.
Condition and section headings are for convenience of reference only and shall not affect the interpretation of this Agreement.
It is understood and agreed that all the construction and interpretation of this Agreement and the relationship between the parties shall at all times and in all respects be governed by the internal laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof. Venue of any action brought to enforce or relating to this Agreement or arising out of the relationship between the parties shall be brought exclusively in the courts of Wilmington, Delaware.
Neither party may assign or transfer, by operation of law or otherwise, this Agreement or any of its rights under this Agreement to any third party without the other party's prior written consent, such consent shall not be unreasonably withheld or delayed; except that Company may assign this Agreement without your consent by operation of law or otherwise to any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Any attempted assignment or transfer in violation of the foregoing will be void. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.
If you have any questions or comments about this Agreement or this Services, please contact us by email at legal@arctir.com.