Terms of Service

1. Definitions

“Authorized Users” means Customer’s employees, contractors, and agents that Customer authorizes to access and use the Platform.

“Customer Data” means data, content, materials, configurations, credentials, and other information submitted to, transmitted through, or otherwise made available via the Platform by or on behalf of Customer or its Authorized Users.

“Documentation” means user guides, technical documentation, and other materials we make available for the Platform.

“Output” means reports, recommendations, analyses, evaluations, plans, or other content generated or presented by the Platform.

“Service Data” means aggregated, anonymized, or de-identified data derived from Customer Data, Output, or Customer’s use of the Platform, that does not identify Customer or any individual.

2. Scope; Plan Types

2.1 Platform overview

The Platform is designed to help teams model, understand, and reason about technology stacks, system components, relationships, and architecture decisions, including through integrations with third-party services.

2.2 Free access; trials; and paid plans

Catio may make the Platform available on a free basis (including time-limited trials or other free offerings) and/or on a paid subscription basis. The features, limits, duration (if any), and availability of any free or trial access will be as described at sign-up, in-product, on our website, or in other written communications from Catio (each, a “Plan”). Catio may change or discontinue any free or trial Plan at any time.

Paid Plans (including any paid trial or paid subscription) are governed by the applicable order form, subscription agreement, or other written agreement with Catio governing paid access (a “Paid Agreement”). During the term of any Paid Agreement: (a) the Paid Agreement will govern Customer’s access to and use of the Platform, and (b) this Agreement will apply only to the extent it does not conflict with the Paid Agreement. If there is any conflict, the Paid Agreement will control.

3. License; Access Rights

3.1 License grant

Subject to this Agreement, Catio grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to allow Authorized Users to access and use the Platform solely for Customer’s internal business purposes.

3.2 Account registration and credentials

You must provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of account credentials and for all activity under your account.

3.3 Authorized Users

Customer is responsible for its Authorized Users’ acts and omissions. Customer will ensure Authorized Users comply with this Agreement.

3.4 Suspension

Catio may suspend access to the Platform (in whole or in part) if we reasonably believe: (a) Customer’s or an Authorized User’s use poses a security risk to the Platform, Customer, or third parties; (b) Customer is in material breach; or (c) suspension is required to comply with law.

4. Acceptable Use; Restrictions

Customer will not, and will not permit any third party to:

• reverse engineer, decompile, disassemble, or attempt to derive source code, models, or algorithms underlying the Platform, except to the extent such restriction is prohibited by applicable law;
• copy, modify, or create derivative works of the Platform;
• access or use the Platform to develop, train, or improve a competing product or service;
• access the Platform through unauthorized automated means or in a manner that circumvents Plan limits;
• use the Platform to transmit malware, or interfere with or disrupt the integrity or performance of the Platform;
• use the Platform in violation of applicable law or third-party rights.

5. Integrations; Customer Accounts

5.1 Customer-authorized access

If you connect third-party services or accounts (each a “Customer Account”), you authorize Catio to access, process, and use information from those Customer Accounts as necessary to provide and operate the Platform and to generate Output.

5.2 Third-party terms

Your use of third-party services is governed by your agreements with those third parties. Catio does not control and is not responsible for third-party services.

5.3 Customer responsibility for permissions

Customer is responsible for obtaining all necessary rights, permissions, and consents to provide Customer Data and to grant the access described above.

6. Customer Responsibilities

Customer will:

• maintain appropriate security measures for its systems and credentials;
• ensure Customer Data and Authorized Users’ use of the Platform comply with applicable laws and regulations;
• independently review and validate Output before relying on it in production, operational, or engineering decisions.

7. Nature of Output; Disclaimers of Operational Role

7.1 Informational and advisory output

The Platform may generate Output based on probabilistic models, heuristics, available inputs, and Customer configuration. Output is provided for informational and advisory purposes only.

7.2 No operational, engineering, or professional services

Catio does not operate or control Customer’s systems or infrastructure; does not implement changes in Customer’s environment; and is not acting as an engineer, architect-of-record, managed service provider, or professional services provider with respect to Customer’s systems, unless expressly agreed in a separate written agreement.

7.3 No guarantees

Catio does not guarantee that the Platform or Output will be accurate, complete, error-free, or achieve specific results.

8. Data Rights; Privacy

8.1 Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data.

8.2 License to Customer Data

Customer grants Catio a worldwide, non-exclusive, royalty-free license to host, store, reproduce, transmit, process, and use Customer Data:

• to provide, operate, support, and secure the Platform;
• to generate Output for Customer;
• to perform analytics and maintain and improve the Platform; and
• to develop new features and functionality.

8.3 Service Data

Catio may generate and use Service Data for lawful business purposes, including improving and training models, benchmarking, product analytics, and security.

8.4 Feedback

If Customer provides feedback, suggestions, or ideas, Customer grants Catio a perpetual, irrevocable, royalty-free, fully paid-up license to use and exploit that feedback.

8.5 Privacy

Our collection and use of personal information is described in our Privacy Policy.

9. Confidentiality

Each party will use reasonable care to protect the other party’s Confidential Information and will use such Confidential Information only as necessary to perform under this Agreement. “Confidential Information” means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential under the circumstances.

Confidential Information does not include information that: (a) is or becomes public through no breach; (b) is received from a third party without breach of any obligation; (c) is independently developed without use of the other party’s Confidential Information; or (d) was lawfully known prior to disclosure.

10. Intellectual Property

The Platform, Documentation, and all related intellectual property are owned by Catio and its licensors. Except for the limited rights expressly granted in this Agreement, no rights are granted to Customer.

11. Fees; Taxes (Paid Plans)

Fees for any paid plan are set forth in the applicable order form. Except as stated in an order form, fees are non-refundable. Customer is responsible for applicable taxes, excluding taxes based on Catio’s income.

12. Term; Termination

12.1 Term

This Agreement begins when accepted and continues until terminated (the “Term”).

12.2 Termination by Customer

Customer may stop using the Platform at any time. Customer may terminate this Agreement by providing notice to Catio or closing its account (if supported).

12.3 Termination or changes by Catio

Catio may modify, suspend, or discontinue free Plans (including Free Trial and/or Free Stacks) at any time. Catio may terminate this Agreement or suspend access if Customer materially breaches this Agreement.

12.4 Effect of termination

Upon termination, Customer’s right to access the Platform ends. Upon request, Catio will provide a reasonable export of Customer Data where feasible for paid plans, subject to Plan limitations and applicable law.

13. Warranties; Disclaimers

THE PLATFORM AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, CATIO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• IN NO EVENT WILL CATIO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM.
• CATIO’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED (A) $100 FOR FREE PLANS (INCLUDING FREE TRIAL AND FREE STACKS), OR (B) THE FEES PAID BY CUSTOMER TO CATIO UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Some jurisdictions do not allow certain limitations; in that case, these limitations apply to the maximum extent permitted.

15. Indemnification

Customer will defend, indemnify, and hold harmless Catio and its officers, directors, employees, and agents from and against any third-party claims arising out of: (a) Customer Data; (b) Customer’s use of the Platform in violation of this Agreement; or (c) Customer’s violation of applicable law.

16. Modifications

Catio may update this Agreement from time to time. Unless otherwise required by law, the updated Agreement becomes effective when posted or when presented in-product. Continued use after the effective date constitutes acceptance.

17. Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to conflict of laws principles.

18. General

18.1 Entire agreement

This Agreement is the entire agreement between the parties regarding the Platform and supersedes prior or contemporaneous agreements on that subject, except for any order form.

18.2 Assignment

Customer may not assign this Agreement without Catio’s prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets. Catio may assign this Agreement in connection with such a transaction.

18.3 Severability

If any provision is unenforceable, the remainder will remain in effect.

18.4 No waiver

A waiver must be in writing and applies only to the specific instance.

18.5 Contact

Questions about this Agreement can be directed to: legal@catio.tech