Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("Customer," "you," or "your") and Structured Labs Inc., doing business as Struere ("Struere," "we," "us," or "our"), concerning your access to and use of the Struere platform as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the "Services").

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with all of these Terms, then you are expressly prohibited from using the Services and must discontinue use immediately.

2. Provision of Services and SLA

Subject to your compliance with these Terms, Struere grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the applicable subscription term.

Service Level Agreement (SLA): For Enterprise tier customers, specific SLAs regarding uptime and support response times will be detailed in a separate Enterprise Order Form. For Free and Pro tiers, Struere will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for planned downtime or force majeure events.

3. Customer Data and Intellectual Property

Customer Data: You retain all right, title, and interest in and to all data, information, and materials provided or uploaded by you to the Services ("Customer Data"). You grant Struere a worldwide, non-exclusive, limited-term license to access, use, process, copy, distribute, perform, export and display Customer Data solely as reasonably necessary to provide, maintain and update the Services.

Struere Intellectual Property: Struere and its licensors retain all right, title, and interest in and to the Services, including all software, hardware, designs, algorithms, user interfaces, documentation, and all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.

4. Acceptable Use Policy

You agree not to use the Services to:

• Process, store, or transmit any material that is unlawful, defamatory, libelous, obscene, or infringing on the intellectual property rights of others.
• Transmit any viruses, malware, or other malicious code.
• Attempt to gain unauthorized access to the Services or related systems/networks.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services.
• Use the Services to create a competitive product or service.
• Perform load testing, penetration testing, or vulnerability scanning without Struere's prior written consent.

5. Billing, Payment, and Renewals

Fees: You agree to pay all fees associated with your subscription tier as specified on our pricing page or in your Enterprise Order Form. All fees are non-refundable except as expressly required by law.

Renewals: Subscriptions automatically renew at the end of the billing cycle (monthly or annually) unless you cancel your subscription prior to the renewal date.

Taxes: Fees do not include any taxes, levies, duties, or similar governmental assessments. You are responsible for paying all applicable taxes associated with your purchases.

6. Term and Termination

These Terms commence on the date you first accept them and continue until all subscriptions hereunder have expired or have been terminated.

Either party may terminate these Terms for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency.

Upon termination, your right to access and use the Services will immediately cease, and Struere will delete your Customer Data in accordance with our data retention policies and applicable law.

7. Limitation of Liability and Indemnification

Limitation of Liability: IN NO EVENT SHALL STRUERE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. EXCEPT FOR CLAIMS ARISING OUT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

Indemnification: You agree to defend, indemnify, and hold harmless Struere from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to, your Customer Data.

8. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware.

9. Contact Us

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at legal@struere.com.