Acceptance of Terms

These Terms of Service ("Terms") govern your access to and use of the websites, products, and services (collectively, the "Services") provided by Petra Labs, Inc. ("Petra," "we," "us," or "our"). By accessing or using the Services, or by accepting an order form or other agreement that references these Terms, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an entity, you represent that you have authority to bind that entity, and "you" refers to that entity. If you do not agree, do not use the Services.

Description of the Services

Petra provides a software-as-a-service platform and related services. We may add, modify, enhance, or discontinue features of the Services from time to time. Any outputs, analyses, or recommendations provided through the Services are for informational purposes and are not guarantees of any particular result.

Accounts and Eligibility

You must be at least 18 years old and capable of forming a binding contract to use the Services. You agree to provide accurate and complete registration information and to keep it current. You are responsible for safeguarding your account credentials and for all activity under your account, and you agree to notify us promptly of any unauthorized use.

Acceptable Use

You agree not to, and not to permit any third party to: (a) use the Services in violation of applicable law; (b) infringe or misappropriate the rights of any party; (c) reverse engineer, decompile, or attempt to derive the source code of the Services, except as permitted by law; (d) use the Services to build a competing product or copy their features; (e) scrape or use automated means to access the Services other than through interfaces we provide; (f) interfere with or disrupt the integrity or performance of the Services; (g) upload malicious code or attempt to gain unauthorized access to any systems; or (h) resell, sublicense, or otherwise make the Services available to third parties except as expressly permitted.

Customer Data and Privacy

As between you and Petra, you retain all rights in the data and content you submit to the Services ("Customer Data"). You grant Petra a non-exclusive, worldwide license to host, process, and use Customer Data as necessary to provide, secure, and improve the Services and as described in our Privacy Policy. You are responsible for having all rights and permissions necessary to submit Customer Data. Our handling of personal information is described in our Privacy Policy, available at petralabs.com/privacy, which is incorporated into these Terms by reference.

Confidentiality

Each party (the "Receiving Party") may receive non-public information of the other party (the "Disclosing Party") that is designated as confidential or should reasonably be understood to be confidential ("Confidential Information"). The Receiving Party will use Confidential Information only to perform under these Terms, will protect it using at least reasonable care, and will not disclose it except to personnel and advisors who need to know it and are bound by confidentiality obligations. Confidential Information does not include information that is or becomes public through no fault of the Receiving Party, was already known to it without obligation, or is independently developed.

Intellectual Property

The Services, including all software, designs, text, and related materials (excluding Customer Data), and all related intellectual property rights, are and remain the exclusive property of Petra and its licensors. Subject to these Terms, Petra grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes. If you provide feedback, you grant Petra a perpetual, royalty-free license to use it. Petra may collect and use aggregated and de-identified data derived from use of the Services to operate and improve the Services, provided it does not identify you or any individual.

Third-Party Services

The Services may interoperate with or depend on third-party products, services, and integrations. We do not control and are not responsible for third-party services, their availability, or their outputs, and your use of them may be subject to separate terms imposed by those providers. Petra is not liable for any loss or damage arising from third-party services.

Fees and Payment

Fees for the Services, if any, are set out in the applicable order form or subscription plan. Unless otherwise stated, fees are non-refundable, are exclusive of taxes, and are due as specified in the applicable order. We may suspend the Services for non-payment after reasonable notice, and we may change fees on renewal or with prior notice as permitted by the applicable agreement.

Term and Termination

These Terms remain in effect while you use the Services or have an active order with us. Either party may terminate as set out in the applicable order form or, absent an order form, on written notice. We may suspend or terminate your access immediately if you materially breach these Terms. Upon termination, your right to use the Services ends, and we will handle Customer Data as described in our Privacy Policy and any applicable agreement. Provisions that by their nature should survive termination (including confidentiality, intellectual property, disclaimers, limitation of liability, and indemnification) will survive.

Disclaimers

The Services are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Petra does not warrant that the Services will be uninterrupted, error-free, or secure, or that any output will be accurate or achieve any particular result.

Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or related to these Terms or the Services, even if advised of the possibility of such damages. Except for your payment obligations and each party's indemnification obligations, each party's total aggregate liability arising out of or related to these Terms will not exceed the amounts paid or payable by you to Petra for the Services in the twelve (12) months preceding the event giving rise to the claim.

Indemnification

You will defend, indemnify, and hold harmless Petra and its officers, directors, employees, and agents from and against any claims, damages, liabilities, 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, or your violation of any law or the rights of any third party.

Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of [Delaware], without regard to its conflict-of-laws rules. The parties agree to the exclusive jurisdiction of the state and federal courts located in [Delaware] for any dispute arising out of or relating to these Terms or the Services, and each party waives any objection to venue in those courts.

Changes to These Terms

We may update these Terms from time to time. When we do, we will revise the "Last updated" date above and, where required, provide additional notice. Changes are effective when posted, and your continued use of the Services after changes take effect constitutes acceptance of the updated Terms.

Contact

If you have questions about these Terms, contact us at:

[email protected]

Petra Labs, Inc.