Terms of Service & End User License Agreement

1. Acceptance of Terms

These Terms of Service ("Terms", "ToS") and End User License Agreement ("EULA") constitute a legally binding agreement between you ("User", "you", or "your") and Tacitsoft LLC ("Tacitsoft", "Company", "we", "us", or "our") governing your access to and use of https://tacitsoft.dev (the "Website"), our API, software, applications, and related services (collectively, the "Services").

BY ACCESSING OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. If you do not agree to these Terms, you must not access or use our Services.

These Terms apply to all users, including visitors, registered users, and customers. For business or enterprise customers, additional terms may apply as specified in separate agreements.

2. Eligibility

To use our Services, you must:

• Be at least 18 years of age or the age of legal majority in your jurisdiction
• Have the legal capacity to enter into binding contracts
• Not be prohibited from using the Services under applicable law
• Provide accurate, current, and complete information during registration
• Comply with all applicable laws and regulations

By using our Services, you represent and warrant that you meet these eligibility requirements. If you are using the Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

3. License Grant

3.1 Limited License

Subject to your compliance with these Terms, Tacitsoft grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your personal or internal business purposes in accordance with these Terms and any applicable subscription plan.

3.2 API License

If you access our API, you are granted a limited license to integrate our API into your applications, subject to rate limits, usage quotas, and technical requirements specified in our API documentation. API access may require a separate subscription or API key.

3.3 Restrictions

You agree NOT to:

• Copy, modify, adapt, translate, or create derivative works of the Services
• Reverse engineer, decompile, disassemble, or attempt to discover source code
• Rent, lease, sell, sublicense, distribute, or transfer the Services
• Remove, alter, or obscure any proprietary notices or labels
• Use the Services for any illegal, harmful, or unauthorized purpose
• Interfere with or disrupt the Services or servers/networks connected to the Services
• Bypass any security measures or access controls
• Use automated systems (bots, scrapers) without written permission
• Overload or attempt to overload our infrastructure
• Introduce viruses, malware, or other harmful code

4. User Accounts

4.1 Account Registration

To access certain features, you may be required to create an account. You agree to provide accurate, current, and complete information during registration and to keep your account information up to date.

4.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized access or security breach. We are not liable for any loss or damage arising from your failure to protect your account credentials.

4.3 Account Termination

We reserve the right to suspend or terminate your account at any time, with or without notice, for violation of these Terms, fraudulent activity, abusive behavior, or any other reason at our sole discretion.

5. Fees and Payment

5.1 Pricing

Certain Services require payment of fees. Current pricing is available on our Pricing Page. We reserve the right to change our fees at any time with reasonable notice.

5.2 Payment Terms

By providing payment information, you:

• Authorize us to charge the applicable fees to your payment method
• Represent that you are authorized to use the payment method
• Agree to pay all fees and applicable taxes
• Acknowledge that fees are non-refundable except as required by law or stated in these Terms

5.3 Subscriptions

Subscription-based Services automatically renew at the end of each billing period unless you cancel before the renewal date. You may cancel your subscription at any time through your account settings or by contacting us.

5.4 Late Payment

If payment is not received when due, we may suspend or terminate your access to paid Services. We reserve the right to charge interest on overdue amounts at the maximum rate permitted by law.

6. Intellectual Property Rights

6.1 Tacitsoft IP

The Services and all content, features, functionality, software, code, designs, graphics, logos, trademarks, and other materials (collectively, "Tacitsoft Content") are owned by Tacitsoft or our licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

6.2 User Content

You retain ownership of any content, data, or materials you submit, upload, or transmit through the Services ("User Content"). By submitting User Content, you grant us a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display your User Content solely to provide and improve the Services.

6.3 Feedback

Any suggestions, ideas, feedback, or recommendations you provide regarding the Services ("Feedback") will be owned by Tacitsoft, and we may use such Feedback without any obligation to you.

7. User Conduct and Responsibilities

You agree to use the Services in compliance with all applicable laws and regulations. You will NOT:

• Violate any laws, regulations, or third-party rights
• Upload or transmit illegal, harmful, threatening, abusive, harassing, defamatory, or offensive content
• Infringe upon intellectual property rights of others
• Engage in fraudulent, deceptive, or misleading conduct
• Impersonate any person or entity or falsely represent your affiliation
• Collect or harvest personal information from other users
• Spam, phish, or send unsolicited communications
• Interfere with other users' use and enjoyment of the Services
• Use the Services for competitive analysis or to build competing products

8. Service Availability and Modifications

8.1 Service Availability

We strive to provide reliable Services but do not guarantee uninterrupted or error-free access. Services may be unavailable due to maintenance, updates, technical issues, or circumstances beyond our control.

8.2 Modifications

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. We are not liable for any modification, suspension, or discontinuance of the Services.

9. Disclaimers and Warranties

You use the Services at your own risk. We do not warrant that the Services will meet your requirements or expectations. Any material downloaded or obtained through the Services is at your own discretion and risk.

10. Limitation of Liability

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities, so some of the above limitations may not apply to you.

11. Indemnification

You agree to indemnify, defend, and hold harmless Tacitsoft, its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use or misuse of the Services
• Your violation of these Terms
• Your violation of any law or regulation
• Your violation of any third-party rights
• Your User Content

12. Third-Party Services and Links

The Services may contain links to third-party websites, services, or resources that are not owned or controlled by Tacitsoft. We do not endorse or assume responsibility for third-party content, privacy policies, or practices. You acknowledge and agree that we are not liable for any damage or loss caused by your use of third-party services.

13. Dispute Resolution and Arbitration

13.1 Informal Resolution

Before initiating formal dispute resolution, you agree to contact us at legal@tacitsoft.dev to attempt to resolve the dispute informally.

13.2 Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services that cannot be resolved informally shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in English, and the award shall be final and binding.

13.3 Class Action Waiver

You agree that any arbitration or proceeding shall be conducted on an individual basis only and not as a class action, consolidated action, or representative action. You waive the right to participate in a class action lawsuit or class-wide arbitration.

14. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles. Any legal action or proceeding not subject to arbitration shall be brought exclusively in the federal or state courts located in Delaware, and you consent to the personal jurisdiction of such courts.

15. Export Compliance

The Services may be subject to U.S. export control laws and regulations. You agree to comply with all applicable export and import laws and regulations and will not export, re-export, or transfer the Services to prohibited countries, entities, or persons.

16. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to reflect the parties' intent as closely as possible.

17. Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Tacitsoft regarding the Services and supersede all prior or contemporaneous communications, agreements, or understandings.

18. Assignment

You may not assign or transfer these Terms or your rights and obligations without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this section is void.

19. Waiver

Our failure to enforce any provision of these Terms shall not be construed as a waiver of that provision or any other provision. Any waiver must be in writing and signed by an authorized representative of Tacitsoft.

20. Changes to Terms

We reserve the right to modify these Terms at any time. Material changes will be communicated by posting the updated Terms on our Website and updating the "Last Updated" date. We may also notify you via email or through the Services.

Your continued use of the Services after changes become effective constitutes acceptance of the modified Terms. If you do not agree to the changes, you must stop using the Services and may cancel your account.

21. Contact Information

For questions, concerns, or notices regarding these Terms, please contact us: