These Terms of Service (also called the “Agreement”) govern your access to and use of Cairrot’s website, software, APIs, and other services (collectively, the “Services”). By accessing or using the Services, you (the “Customer” or “you”) agree to be bound by this Agreement.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and “you” and “Customer” will refer to that entity.

If any terms in an Order Form (or similar purchase, signup, or subscription document) conflict with this Agreement, the Order Form controls for that conflict.

1. Definitions & Scope

1.1 Definitions.

• “Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of voting interests.

• “Order Form” means the document (electronic or physical) specifying the Services, fees, term, user volumes, and any supplemental terms agreed between Cairrot and Customer.

• “Subscription Term” means the period during which the Customer has access to the Services under an Order Form (including renewals).

• “User(s)” means individuals authorized by Customer to use the Services (employees, contractors, etc.).

• “Customer Data” means data, text, images, files, analytics, or other content that Customer or its Users submit to or generate via the Services.

• “Derived Insights” means analytical results, trends, metrics, or models generated by Cairrot based on Customer Data or aggregated across customers (in de-identified or anonymized form).

• “Confidential Information” means nonpublic information disclosed by one party to the other, in any form, that is designated confidential or that reasonably should be understood to be confidential.

1.2 Grant of Rights.
Subject to Customer’s compliance with this Agreement and payment of any fees, Cairrot grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Subscription Term, for Customer’s internal business purposes and per the usage limits in the Order Form.

1.3 Restrictions.
Customer will not (and will not allow Users to):

• Reverse engineer, decompile, or otherwise attempt to derive the source code of the Services (except permitted by law)

• Sublicense, lease, or rent access to the Services

• Use the Services in any way to build a competing product

• Use the Services to store or transmit unlawful, infringing, libelous, or harmful content

• Interfere with the performance, security, or integrity of the Services

• Exceed the usage or user limits set forth in the Order Form

• Attempt to probe, scan, or test vulnerabilities of the Services

• Use the Services in violation of applicable law

2. Provision of Services & Modifications

2.1 Service Availability and Support.
Cairrot will use commercially reasonable efforts to maintain availability of the Services in accordance with any SLA (if any) specified in the Order Form or service documentation. Support levels (e.g. response times) will be as stated in the Order Form or support policy.

2.2 Modifications & Updates.
Cairrot may update, improve, or modify the Services (including add, remove, or change features) over time. Such changes must not materially reduce the core functionality without notice. Cairrot will endeavor to provide notice of material changes in advance (e.g. via email or in-dashboard notices).

2.3 Third-Party Components / Dependencies.
If the Services depend on third-party APIs, data sources, or infrastructure (e.g. cloud platforms, AI model providers), then availability or changes in those external dependencies may affect the Services. Cairrot is not liable for performance issues caused by such third-party changes, but will use reasonable efforts to mitigate or substitute alternatives.

2.4 Service Interruptions & Maintenance.
Cairrot may schedule maintenance requiring downtime. Where possible it will be done during off-peak hours, and notice provided. Emergency maintenance or incidents outside of Cairrot’s control may happen without full prior notice.

2.5 No Guarantee of Results.
Unless specifically agreed in writing in the Order Form, Cairrot does not guarantee that use of the Services will yield specific business outcomes or results.

3. Fees, Payment & Taxes

3.1 Fees & Invoicing.
Customer will pay the fees set forth in the Order Form. Unless otherwise stated, fees are due within [e.g. 30] days of invoice. Late payments may accrue interest (e.g. 1.5% per month or the maximum allowed by law) and may delay or suspend Services.

3.2 Usage Overages.
If Customer exceeds usage quotas (e.g. number of users, API calls, data volumes), Cairrot may charge overage fees or require a higher tier subscription, or may throttle access, subject to notice.

3.3 Taxes.
Customer is responsible for all sales, VAT, use, or similar taxes, except for taxes based on Cairrot’s net income. If Cairrot has the legal obligation to collect taxes, those will be added to invoices.

3.4 Refunds & Cancellations.
Unless otherwise agreed in the Order Form, fees are non-refundable. Customer may cancel at the end of a term, but will remain liable for any fees already due or committed.

4. Customer Obligations & Responsibilities

4.1 Use Compliance.
Customer will ensure that Users comply with this Agreement and applicable laws. Customer is responsible for the accuracy, legality, and compliance of Customer Data.

4.2 Security & Access.
Customer must maintain strong credentials, restrict access to authorized Users, promptly notify Cairrot of unauthorized use, and cooperate in incident investigations.

4.3 Data Backup.
Customer is responsible for maintaining backup copies of Customer Data outside of the Services as needed. Cairrot may provide export or backup tools but is not liable for Customer’s failure to back up.

4.4 Acceptable Use & Indemnification.
Customer must not use the Services in any manner that yields liability to Cairrot or third parties (e.g. infringing content, defamation, illegal content). Customer will indemnify and hold harmless Cairrot (and its affiliates, officers, employees) from claims arising from Customer’s use of the Services, breach of this Agreement, or violation of law.

5. Ownership, Data & Rights

5.1 Customer Data Ownership.
Customer retains ownership of all rights, title, and interest in Customer Data. Cairrot acquires no rights except as needed to provide the Services and as otherwise provided in this Agreement.

5.2 License to Use Data.
Customer grants Cairrot a worldwide, royalty-free, non-exclusive license to host, store, transmit, display, and process Customer Data, and to derive aggregated insights (Derived Insights) from it, so long as such insights are in anonymized or de-identified form.

5.3 Derived Insights.
All Derived Insights belong to Cairrot, which may use, share, or commercialize them, so long as they do not reveal any Customer’s individual identity or confidential data.

5.4 Feedback & Suggestions.
If Customer or Users provide feedback, suggestions, or improvements, Cairrot may freely use them without restriction or compensation to Customer.

6. Confidentiality

Each party will treat the other’s Confidential Information as strictly confidential, using the same degree of care as for its own, and not disclose it except to employees, affiliates, or contractors who need access and are bound by confidentiality obligations.

Confidential information does not include information that: (a) is or becomes publicly known without breach; (b) was lawfully known to the receiving party before disclosure; (c) is independently developed without use of confidential information; or (d) is required to be disclosed by law (with notice, if possible, to the disclosing party).

Confidentiality obligations survive for [e.g. 3-5] years after termination.

7. Warranties, Disclaimers & Limitation of Liability

7.1 Warranties.
Each party warrants it has power and authority to enter into this Agreement. Cairrot warrants that it will provide the Services in a professional manner consistent with industry practices.

7.2 Disclaimers.
Except as expressly provided, the Services are provided “as is” and “as available” without warranty of performance, uptime, fitness for a particular purpose, non-infringement, or freedom from bugs or errors. Cairrot does not guarantee any particular business outcomes from use of the Services.

7.3 Limitation of Liability.
To the maximum extent permitted by law:

• Cairrot’s liability for any claim arising from or relating to this Agreement is capped at the total fees paid by Customer in the [12] months preceding the claim (or the amount paid under the Order Form, whichever is lower).

• Cairrot is not liable for special, incidental, indirect, punitive, or consequential damages (e.g. lost profits, lost data, business interruption).

• The above limitations do not apply to liability arising from gross negligence, willful misconduct, or breach of confidentiality or indemnity obligations.

8. Term, Termination & Suspension

8.1 Term.
This Agreement begins on the effective date (e.g. the date Customer first uses the Services or accepts these terms) and continues for the Subscription Term, plus any renewals.

8.2 Termination for Cause.
Either party may terminate if the other party materially breaches the Agreement and fails to cure within [e.g. 30] days’ written notice, or immediately for insolvency or bankruptcy of the other.

8.3 Effect of Termination.
Upon termination:

• All rights granted to Customer terminate

• Customer must cease use of the Services

• Cairrot may delete or de-identify Customer Data after a reasonable period (or as required by law)

• Termination does not relieve Customer of payment obligations for the full term or amounts accrued

8.4 Suspension.
Cairrot may temporarily suspend access if Customer fails to pay, violates terms, or for security or legal reasons. Cairrot shall try to provide notice and limit the scope of suspension.

9. Governing Law, Dispute Resolution & Miscellaneous

9.1 Governing Law & Venue.
This Agreement is governed by the laws of [State / Country], excluding its conflict-of-law principles. Any legal action must be brought in courts located in [City, State / Country] (or as required by applicable mandatory local law).

9.2 Injunctive Relief.
Each party may seek equitable relief (injunction, etc.) to prevent breaches of confidentiality or intellectual property rights.

9.3 Notices.
Notices must be in writing (email is acceptable) and sent to the contact addresses in the Order Form or as otherwise designated. Notices are effective upon receipt (or next business day, for overnight delivery).

9.4 Assignment & Change of Control.
Customer may not assign or transfer this Agreement without Cairrot’s prior written consent, except to an affiliate. Cairrot may assign or transfer the Agreement in connection with a merger, acquisition, or sale of assets.

9.5 Severability.
If any provision is held invalid or unenforceable, the remainder of the Agreement remains in effect, and the parties will endeavor to replace the invalid provision with a valid one that carries out the original intent.

9.6 Entire Agreement.
This Agreement, together with any Order Forms, schedules, and supplemental terms, constitutes the entire agreement between the parties regarding the Services and supersedes prior proposals, negotiations or agreements.

9.7 Waiver.
No failure or delay in exercising a right is a waiver of that right unless in writing.

9.8 Relationship of the Parties.
The parties are independent contractors. Nothing in this Agreement makes either party an agent, partner, or joint venture of the other.