Version: 20260527
IMPORTANT. Please read these General Terms of Service ("General Terms") carefully before You start using Services. You should keep a copy of these Terms for Your records.
These General Terms are a legal agreement between 1) CHAOS SOFTWARE, INC., a company organized under the laws of the USA, with office address at 120 Wall Street, 20th Floor New York, NY 10005, email: contracts@chaos.com, IF YOU ARE LOCATED IN THE UNITED STATES OF AMERICA, or 2) CHAOS SOFTWARE GMBH, a company organized under the laws of Germany, with office address at An der Raumfabrik 33b, 76227 Karlsruhe, Germany, email: contracts@chaos.com, IF YOU ARE LOCATED OUTSIDE THE UNITED STATES OF AMERICA (in either case hereinafter referred to as "Chaos"), acting on its own behalf or on behalf of an authorized by Chaos reseller, and You. You agree to these General Terms on behalf of the company or other legal entity for which you are acting (for example, as an employee or contractor) ("Company") or, if there is no company or legal entity, on behalf of yourself as an individual (in either case, "You"). You represent and warrant that You have the right, authority and capacity to act on behalf of and bind such entity (if any) and yourself.
Any and all access and/or use of the Services, as defined hereunder, by You will be governed by these General Terms. By accepting these General Terms during Your account registration or subscription process, or by using Your existing account after the implementation of the General Terms, or by accessing or using the Services, You confirm Your acceptance of these General Terms and Your agreement to be a party to this binding contract.
The clause headings are included for convenience only, have no legal effect and shall be ignored when construing these General Terms. Capitalized terms are defined in these General Terms, or elsewhere in the other applicable terms and conditions accepted hereby by reference.
1. "Additional Agreement" means an agreement (1) for an Other Chaos Product (if any) or (2) that You and Chaos otherwise agree in writing constitutes an Additional Agreement and includes certain terms and conditions for access or use of the Service or Software.
2. "API" means the standard applications programming interface information generally provided by Chaos to users of the Offering.
3. "Beta" or "Trial": Offerings identified as "Beta", "Labs" or "Pre-Release" or made available as "free" or "trial" in other testing mode may be subject to additional terms and conditions.
4. "Chaos Parties" means Chaos and its affiliates, agents and suppliers and each of their respective officers, directors and employees.
5. "Claim" means any claim, suit or proceeding arising out of or in connection with: (1) Your Content/Result or use of Your Content/Result; (2) any breach of or failure by You or Your Users to comply with applicable laws, these General Terms or any Policies or Additional Agreements; or (3) use of the Offering by You.
5a. "Credit" (both plural and singular) means the individual unit of measurement used to quantify Your Entitlement to Services as part of Your Subscription, corresponding (a) to the amount You have paid in advance for access to and use of the respective Services within the scope of Your Entitlements, and (b) to a discrete unit of computational resource, as set forth on the Entitlement Site, the Portal or Documentation.
6. "Client Software" --- access to the Service may require use of one or more Software programs made available for download by Chaos and designed to be installed and used on a Computer.
7. "Computer" means (1) a single electronic device with one or more CPUs, (2) a software implementation of such a device, or (3) a mobile device designed for processing digital or similar information.
8. "Content" means, collectively, (a) any files, text, audio, video, designs, models, data sets, images, documents, or other digital materials submitted or uploaded to the Service by You; (b) any software application, plug-in and other computer program or similar material (including any modules and components, functions and features of a computer program) developed by You using the API and/or Materials.
9. "Documentation" means any technical requirements and end-user documentation for the Service made available to You by Chaos.
10. "Effective Date" means the date You first agree to these General Terms.
10a. "Eligible AI Feature" means a generative artificial intelligence feature forming part of the Offering, as designated by Chaos from time to time on the Documentation, Portal or Entitlement Site, that is trained exclusively on licensed or proprietary data and is made available to You under Your Entitlements.
11. "Entitlements" means Your entitlement(s) to use the Service (such as maximum capacity, transactions, output, hours or other measurements of use, term or duration and any other entitlements specific to such Service) as determined by the Other Chaos Product, stand-alone Service or type or level of Subscription or Membership You subscribed to or licensed.
12. "Entitlement Site" means a website owned or operated by or for Chaos through which You can view Your specific Entitlements.
13. "EULA" means the end user license agreement(s) provided or referenced by Chaos in connection with the Other Chaos Product to which the use of Software is subject to.
14. "Feedback" means any suggestions, feedback, improvement requests or other recommendations You or Your Users provide, relating to the Services, Content and/or Result.
14a. "Indemnified AI Result" means a Result generated in response to Your Input when using an Eligible AI Feature on an Offering or Product through which such feature is made available to You under Your Entitlements, as specified in the applicable Special Terms and Conditions or on the Entitlement Site, and delivered to You following the act of saving, downloading, exporting, or otherwise extracting such Result from the Service in a form intended for use outside the Service.
14b. "Infringement Claim" means any claim, suit or proceeding, within the meaning of the definition of Claim in these General Terms, brought by a third party against You or Your Affiliate during the term of the applicable Agreement, alleging that Your or Your Affiliate's use of an Indemnified AI Result directly infringes that third party's copyright, trademark, publicity rights, or privacy rights.
15. "Materials" means SDKs and other toolkits, libraries, scripts, reference or sample code, and similar developer materials included in the Offering.
16. "Metered Access Service" shall mean making the Services available to end-users for on-demand metered use under these General Terms.
17. "Metrics" means information about You and Your use of the Offering (which may include storage space used, features of the Service used, metadata, index and similar information about content stored, processed or accessed using the Offering).
18. "Membership" means a membership or subscription that You purchased that entitles You to access and use the Service.
19. "Membership Terms" means the terms for a Membership that may be set forth by Chaos.
20. "Offering" means the Service and any and all content, sample data sets, sample models or other sample content, information, data or materials provided by Chaos hereunder or viewed or generated in connection with the Service.
21. "Order Form" means a form completed by or on behalf of You and submitted to Chaos in connection with Your order for the Service or an Other Chaos Product.
22. "Other Chaos Product" means any additional Chaos Product that You acquired, licensed, joined or subscribed to which entitles You to access and use the Offering.
23. "Personal Data" or "Personal Information" has the meaning set forth in Chaos Privacy Policy and/or governing laws.
24. "Policies" mean any and all other terms and conditions which may be incorporated into these General Terms by reference.
25. "Portal" means the website(s) owned or operated by or for Chaos that is associated with the Service.
26. "Privacy Policy" means Chaos's Privacy Policy as currently available at Portal.
27. "Result" means Your specific output generated from the Service, if any, based on Your own Content.
28. "Service" means any web-based, cloud-based, locally installed, or otherwise made-available free or paid service or software capability that Chaos makes available through an Other Chaos Product, the Portal, or any other Chaos distribution channel, whether or not a continuous connection to the Internet is required for either or all aspects of such service.
29. "SLA" means any service level agreement that Chaos may make available to You in connection with the Service.
30. "Software" means any computer program or similar material, including any modules and components, functions and features of a computer program, made available by or for Chaos for use as part of the Service.
31. "Special Terms and Conditions" means any additional specific terms and conditions for access and use of a particular Service which may be set forth by Chaos, inseparable parts hereto, including inter alia:
etc.
32. "Subscription" means a subscription, if available, that You purchased to a Chaos product that entitles You to access and use the Service.
33. "Subscription Terms" means the terms and conditions applicable to a Subscription set forth by Chaos.
34. "General Terms" means, collectively, these General Terms and the Special Services Terms, Entitlements and Policies, and other terms and conditions referred to hereunder.
35. "Third Party Materials" means any files, content, designs, models, data sets, project information, materials, documents, computer programs or similar materials, or services, made available to You by any third party through or in connection with a Service.
36. "Third-Party AI Provider" means any third-party entity engaged by Chaos or its affiliates to supply, operate, host, or otherwise support any AI Feature incorporated into a Service or Offering, including without limitation providers of foundation models, large language models, inference infrastructure, or AI-enabled processing services.
37. "Users" or "Your Users" means Your individual employees and Your consultants, contractors, agents and others with whom you conduct business, for whom You have purchased Subscriptions to a Service, and/or who access and/or use the Service for Your benefit.
1.1. Subject to Your compliance at all times with these General Terms, Chaos will provide You the Services, and You may access and use the Service, and You may permit the Service to be accessed and used by Your Users, provided all such access and use is solely for Your internal enterprise business purposes and is in the form made accessible and/or provided by Chaos.
1.2. These General Terms supplement any other agreements You may have with Chaos, including Additional Agreements and Policies. These General Terms apply to various Chaos services. Any specific terms or entitlements that apply to a particular service may be set out in Special Terms and Conditions of Service.
1.3. All payments and fees, if any, for the Services are subject to the applicable terms and conditions governing payments between You and Chaos and/or a third party payment provider, authorized reseller and/or merchant.
2.1. This is an intuitu personae contract for Service that is personal to You, and You may not personally, nor You may permit any third party to:
(1) distribute, rent, loan, lease, sell, resell, sublicense, or otherwise transfer all or any portion of the Offering, your rights with respect to the Service or Your Entitlements or any part of these General Terms, to any other person or legal entity;
(2) remove, alter, or obscure any copyright, trademark, confidentiality or other proprietary notices, labels, or marks from or on the Offering or modify, translate, adapt, arrange, or create derivative works based on the Offering, except as permitted in the Entitlements or Special Terms and Conditions;
(3) decompile, disassemble or otherwise reverse engineer the Offering, or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in the Offering;
(4) use the Offering as a render-farm, compute bureau, batch-processing service or enable use or access of the Offering other than by Users, except as expressly permitted in the applicable Entitlements or Special Terms and Conditions;
(5) use the Offering in excess of, or in any manner inconsistent with, Your Entitlements or in violation of a law or regulation;
(6) interfere with or disrupt the Service, or servers or networks connected to any website through which the Service is provided;
(7) use the Offering as storage for remote loading or as a door or signpost to another home page;
(8) use the Offering to perform any stress, vulnerability, penetration, availability, or performance testing on, or otherwise attempt to access in a manner not expressly permitted by Chaos, any network, system, server, or computer hosting the Service;
(9) use the Offering to collect or store personal data about any person or entity, except as otherwise specifically permitted in the Special Terms and Conditions or Documentation;
(10) use the Software or access or use the Offering except as expressly set forth in these General Terms; or
(11) utilize any equipment, device, software, or other means to circumvent or remove any form of technical protection used by Chaos in connection with the Offering.
2.2. No access or use by others is allowed, unless specifically designated by Chaos. You are responsible for compliance with these General Terms by Your Users.
2.3. You understand that certain Services or Offerings may not be available in all locations, may require You to purchase a membership or subscription or pay additional fees.
2.4. If Chaos is made aware or believes in good faith that You or Your Content/Result or conduct may violate these General Terms, violate any law or regulation, pose a security risk, or subject Chaos or any third party to liability, Chaos has the right, but not the obligation, upon its free discretion to immediately disable or suspend access to Your Content/Result and/or suspend Your access to the Offering without notice to You.
2.5. Further covenants on the Restrictions and limitations may be set forth in the relevant sections of the EULA.
3.1. Internet access may be needed at all times, and creation or log into an account may be needed to use the Service. You and Your Users shall not share any user ID or passwords provided to You hereunder.
3.2. You are solely responsible for arranging and paying any cost for Internet or other network access, equipment, software, services and other resources required for You to access and/or use the Service.
3.3. Services may NOT be available in all countries or locations now or in the future.
3.4. Further covenants on the Prerequisites and Requirements may be set forth in the relevant sections of the EULA.
4.1. Services may allow You to upload, submit, store, send or receive Content. You retain ownership of any intellectual property rights that you hold in that Content. You shall maintain ownership of, but also responsibility for Your Content, Result and responsibility for Your conduct while using the Offering.
4.2.1. By creating, submitting, posting or otherwise making Your Content or Result available to Chaos and/or others, You acknowledge and agree that:
(1) You will evaluate and bear all risks associated with Your Content and Result; and
(2) under no circumstances will Chaos Parties be liable in any way for Your Content as You upload or submit it, and/or Result. Without taking away from Chaos's obligation to provide the Services as described in Your Entitlements, You are encouraged to practice effective data retention practices, to maintain copies on Your own systems or external storage, to use the latest encryption and other security technology to protect Your Content and Result, and to back up and protect the security and confidentiality of Your Content and Result, as applicable to the Service.
4.2.2. Chaos personnel will not access Your Content and/or Result except (a) as part of providing, maintaining, securing or modifying Services, (b) at Your request or with Your consent, or (c) in connection with legal obligations or proceedings, or (d) as reasonably necessary to detect, investigate, or prevent fraud, abuse, unauthorized use, or other violations of these General Terms or applicable law. Chaos may retain copies of Your Content and/or Result only to the extent and for the period strictly required for the purposes set out in (c) and (d) above, subject to the confidentiality and data protection obligations set out in these General Terms and Chaos's Privacy Policy.
4.2.3. Use of Your Personal Information will be as set forth hereunder and/or in the Privacy Policy. Chaos does not own Your Content or Result.
4.3. IF YOU CHOOSE TO SHARE YOUR CONTENT, OR RESULT, OR MAKE YOUR CONTENT OR RESULT AVAILABLE TO THIRD PARTIES OR OTHERWISE IN CONNECTION WITH THE SERVICE, YOU DO SO AT YOUR OWN RISK.
4.4. When you upload, submit, store, send or receive Content to or through the Service, You give Chaos a worldwide license to use, host, store, reproduce, display for the express and limited purpose of operating and maintaining the Service; provided, however, that Chaos will not use Your Content or Result for the development, training or improvement of artificial intelligence or machine learning models or systems, and will employ commercially reasonable efforts to make sure no Third-Party AI Provider (as defined in these General Terms) engaged by Chaos will do so, unless agreed otherwise.
4.5. Within thirty (30) days following the end of the term of Your Services, You may request retrieval of Your Result from the Services by Chaos.
4.6. Chaos has the right (but not the obligation) to delete Content, Result and/or inactive sites or accounts or purge related data, without further notice and without liability.
4.7. Services will be provided using processes and safeguards which are designed to help maintain the security of Your Content and/or Result.
5.1. Chaos will make the Service available to You and Your Users consistent with the manner in which Chaos makes the Services generally available to users of the Service. Chaos shall provide support services via email, during regular business hours and will endeavor in good faith to respond to customer support inquiries within two (2) business days.
5.2. Any SLAs which may be available in connection with the Service will be Additional Agreements and the service-level credits (as distinct from Credits as defined herein, if any, set forth in any such SLA will be Your sole and exclusive remedy for Chaos' failure to meet the identified service levels. Not all Services will have SLAs.
6.1. General Provisions
6.1.1. Services and Offerings may be accompanied by, may contain or Chaos may provide from time to time other own and/or Third Party Materials. Third Party Materials may include, be subject to or provided in accordance with other terms in addition to or different from the terms set forth in these General Terms.
6.1.2. You will take sole responsibility for acquiring and complying with any licenses that may be necessary to use or to use in a different way any Third Party Materials. Chaos has no responsibility for, and makes no representations or warranties regarding, such Third Party Materials.
6.2. Third-Party AI Providers
6.2.1. Certain AI Features may rely on technologies or services provided by third parties, including providers of large language models and other machine learning infrastructure (each a "Third-Party AI Provider"). Where applicable, information such as prompts, tasks, or settings submitted as part of Your Content may be shared with such Third-Party AI Providers in accordance with applicable data protection and confidentiality obligations and the terms set out in Section 8 Privacy and Confidentiality of these General Terms. Where such sharing involves a transfer of personal data to a jurisdiction outside the European Economic Area or other jurisdiction with equivalent data protection requirements, such transfer shall be subject to appropriate safeguards as required by applicable law.
6.2.2. Where Chaos engages a Third-Party AI Provider to support any AI Feature available within the Service, Chaos will, based on the cooperation arrangements and compliance information actually known to Chaos and directly relevant to such Third-Party AI Provider, employ commercially reasonable measures to require such Third-Party AI Provider to: (i) process Your Content and Result only to the extent necessary to deliver the relevant AI Feature and related security, troubleshooting, performance monitoring, quality assurance, and legal compliance support; and (ii) refrain from using Your Content or Result for the development, training or improvement of their artificial intelligence or machine learning models or systems for purpose unrelated to providing the relevant AI Feature to Chaos or its users.
6.2.3. You acknowledge that You have not engaged into any direct contractual relationships with any Third-Party AI Provider by reason of Your use of AI Features, and that the obligations described in Section 6.2.2 are undertaken by Chaos solely in its capacity as a contracting party with such Third-Party AI Providers. Where Chaos expressly identifies applicable Third-Party AI Provider terms, acceptable use policies, or usage restrictions in the Documentation or on the Portal, You must comply with those requirements within the stated scope.
6.2.4. Chaos reserves the right to replace or modify the Third-Party AI Providers engaged in connection with any AI Feature, provided that any such change shall not reduce the level of data protection applicable to Your Content and Result under this Section 6.2. Chaos will notify You, through the applicable Documentation or otherwise in writing, of any such replacement or modification and of any Third-Party AI Providers engaged to support AI Features made available through the Service, including, where available, a description of the categories of data processed and the applicable data use restrictions. Chaos warrants that it shall treat Your Content and Result processed in connection with any AI Feature with strict confidence and shall not disclose or sublicense such information to any Third-Party AI Provider beyond the scope set out in Section 6.2.2(i), except as may be required by applicable law or with Your prior written consent.
6.3. AI Features Specifics
6.3.1. You acknowledge that AI Features may generate outputs that are not unique and may be similar to outputs generated for other users of the Service. Chaos does not share Your specific Content or Result with other users in connection with the provision of AI Features.
6.3.2. Chaos disclaims any responsibility for decisions made or actions taken by You based solely on outputs generated by AI Features. You are responsible for independently evaluating the accuracy and appropriateness of such outputs before relying on or disseminating them, consistently with Chapter DISCLAIMER OF WARRANTIES. LIMITATION OF LIABILITIES. OTHERS of these General Terms.
7.1.1. You acknowledge and agree that Chaos and its licensors own all right, title, and interest (including, without limitation, patents, copyrights, trademarks, trade secrets, and all other intellectual property rights) in and to the Service, Software, API, Materials, Metrics, Documentation, Portal, Entitlement Site, sample data sets, sample models or other sample content and any information, data or materials provided or used in connection with, or generated by, the Service (NOTE: excluding Your Content and Result).
7.1.2. You agree not take any action to jeopardize, encumber, limit, or interfere in any manner with Chaos's or its licensors' ownership and rights with respect thereto.
7.1.3. Chaos does not grant You any right to use its trademarks, trade names, or logos.
7.1.4. You have only the limited rights to use the Offering as are expressly granted to You under these General Terms and no other rights are granted or conveyed, whether by implication, estoppel, or otherwise.
7.1.5. Chaos will have (and You grant) a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate any Feedback.
7.2. API and Materials are Chaos Confidential Information; may not be distributed or disclosed to third parties; and may be used only internally for Your own authorized internal use of the Service.
7.3.1. There may be Client Software involved in Your use of the Services. Use of all Software is subject to the relevant EULA.
7.3.2. In case of Client Software, subject to the compliance of the terms and conditions of these General Terms, Chaos hereby grants You a non-exclusive, non-transferable, non-sublicensable, limited right and license to: (a) make one (1) copy of the Client Software for backup purposes only; (b) install the Client Software solely on Computers owned or controlled by You or Your Users; and (c) use the Client Software solely for purposes of using the Service in accordance with these General Terms.
8.1.1. You acknowledge and agree that You may provide, and Chaos and its Partners may obtain, certain information and data with respect to You (including, without limitation, personal data) and Your business in connection with these General Terms. You hereby acknowledge that You have read and been familiarized with Chaos' Privacy Policy.
8.1.2. Your personal information may be collected and processed in order to detect, prevent, or otherwise address non-valid use such as through fraud and software piracy.
8.1.3. Chaos is entitled to collect data about the Result for the purposes of improving any underlying features of the Product or Services, including without limitation, any artificial intelligence components (with the exception of using Results for training of such artificial intelligence components).
8.2.1. "Confidential Information" means any proprietary information, trade secret or other non-public information that Disclosing Party delivers or communicates to the Recipient or to which the Recipient otherwise gains access to under these General Terms. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care).
8.2.2. Confidential Information shall not include any information that (1) is or becomes generally known to the public; (2) was known to the Receiving Party prior to its disclosure; (3) is received from a third party; (4) was independently developed by the Receiving Party; (5) Metrics; or (6) Feedback.
8.2.3. Confidential information may be used only internally and only in conjunction with and for Recipient's own authorized internal use. Recipient shall maintain the confidentiality of the Disclosing Party's Confidential Information and may not disclose, distribute or otherwise provide it to third parties.
9.1. YOUR INDEMNIFICATION
9.1.1. You shall, at Your sole expense and to the fullest extent permitted by law, indemnify, defend (at Chaos's request), and hold harmless Chaos Parties against any and all losses, liabilities, expenses (including reasonable attorneys' fees) suffered or incurred by Chaos Parties by reason of any Claim.
9.1.2. You acknowledge and agree that: (1) You have the requisite rights to submit, develop and use Your Content/Result in connection with the Service; (2) Your Content/Result does not infringe or misappropriate any intellectual property or proprietary right of any third party; (3) Your Content/Result is not subject to any restriction on disclosure, transfer, download, export or re-export; and (4) any information You provide in connection with Your registration for, or use of, the Service is and shall remain true, accurate, and complete.
9.2. INDEMNIFICATION BY CHAOS
(NOTE: For the purposes of this Section, the following terms shall have the meanings set out in these General Terms, or the applicable Additional Agreement or Special Terms and Conditions)
9.2.1. Subject to Your compliance at all times with these General Terms and the conditions set out in Section 9.2.2., Chaos will defend any Infringement Claim and pay the damages, losses, costs, and expenses, including reasonable legal fees, directly attributable to such Infringement Claim that are either finally awarded by a court of competent jurisdiction against You or Your Affiliate, or agreed by Chaos in a written settlement. For the avoidance of doubt, this Section 9.2 applies solely to Indemnified AI Results and does not extend to any other Content, Result, or Output generated through the Service.
9.2.2. Conditions to Indemnification. Chaos shall have no liability under Section 9.2 for any Infringement Claim that:
(1) arises from:
(a) any modification of an Indemnified AI Result, including by means of any other Service, Software, or Offering;
(b) any combination of an Indemnified AI Result with any other Content, Third Party Materials, or information;
(c) any use of an Indemnified AI Result in violation of these General Terms, any Policy, or any applicable Additional Agreement;
(d) any use of an Indemnified AI Result after Chaos has instructed You, through the Portal or otherwise, to cease such use;
(e) any Indemnified AI Result generated from a non-text Input where that Input alone would have given rise to the Infringement Claim;
(f) the context in which the Indemnified AI Result is used or deployed by You or Your Users; or
(g) any element of the Result other than the audiovisual Content displayed or played by the Eligible AI Feature, including any technical Metrics, file metadata, or query response data produced in connection with the Service; or
(2) if You fail to:
(a) notify Chaos in writing of the Infringement Claim promptly upon the earlier of learning of or receiving it, provided that failure to give timely notice shall not relieve Chaos of its obligations under Section 9.2.1, except to the extent that Chaos is materially prejudiced by such failure;
(b) grant Chaos sole control of the defence and settlement of the Infringement Claim, subject to Chaos acting reasonably and in good faith; or
(c) provide Chaos with all reasonable assistance, information, and cooperation in connection with the defence of the Infringement Claim, at Chaos's expense.
9.2.3. Notwithstanding anything to the contrary in these General Terms or any Additional Agreement, Chaos's total maximum aggregate liability under this Section shall in no event exceed $5,000 (five thousand US dollars) per (1) Indemnified AI Result or (2) Infringement Claim (or set of related Infringement Claims). Notwithstanding any otherwise applicable limitation period, any action or dispute resolution proceeding in connection with this Section must be commenced within two (2) years of the act, event, or occurrence giving rise to the claim. This limitation applies in addition to, and does not supersede, the general limitation of liability set out in Section 10 of these General Terms.
9.2.4. The foregoing states the entire liability and obligation of Chaos, and Your sole and exclusive remedy, with respect to any Indemnified AI Result or Infringement Claim. For the avoidance of doubt, Sections 9.1.1 and 9.1.2 of these General Terms continue to apply in full to all Claims not governed by Section 9.2.
10.1. NOTWITHSTANDING ANY WARRANTY APPLICABLE TO THE SOFTWARE IN THE EULA, THE OFFERING IS PROVIDED "AS IS" AND "AS AVAILABLE." CHAOS PARTIES MAKE NO, AND HEREBY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, WITH RESPECT TO THE OFFERING, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.
10.2. THE OFFERING IS NOT A SUBSTITUTE FOR YOUR OWN JUDGMENT (INCLUDING PROFESSIONAL JUDGMENT) OR INDEPENDENT TESTING, DESIGN, ESTIMATION OR ANALYSIS, AS APPLICABLE.
10.3. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, (1) IN NO EVENT WILL CHAOS PARTIES BE LIABLE HEREUNDER FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR ANY OTHER DAMAGES OF LIKE KIND WHATSOEVER; AND (2) THE TOTAL CUMULATIVE COLLECTIVE LIABILITY OF CHAOS PARTIES FOR ALL COSTS, LOSSES OR DAMAGES FROM ALL CLAIMS, ACTIONS OR SUITS SHALL NOT EXCEED (a) ALL AMOUNTS PAID OR DUE FROM YOU FOR ACCESS TO THE OFFERING DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (b) ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.
10.4. The parties agree that releases, waivers, warranty disclaimers, limitations of liability and indemnities in these General Terms are a fundamental basis of the bargain between You and Chaos.
11.1. These General Terms shall become effective on the date You first agree to these General Terms.
11.2. The term of the Agreement ("Term") shall extend from the Effective Date until this Agreement is terminated or expires.
11.3. Unless earlier terminated, these General Terms shall automatically terminate on the first to occur of (1) the date or end of the term of the Service identified in Your Entitlements, (2) the expiration or termination of an Additional Agreement, (3) the removal of the Service from the Other Chaos Product or Your Entitlements, or (4) the discontinuation of the Service by Chaos.
11.4. You may terminate these General Terms at any time, with or without cause, effective upon notice of termination provided that under no circumstances will You be entitled to refund for any fees paid in connection with the Service.
11.5. Each of Chaos or You may terminate these General Terms, if the other party is in breach of the General Terms and fails to cure such breach within ten (10) days after written notice of the breach.
11.6. In addition, Chaos may suspend the Service and Your access to the Offering if You fail to make a payment or otherwise fail to comply with the provisions of these General Terms or Additional Agreements.
11.7. Chaos may also terminate this Agreement if You become subject to bankruptcy proceedings, become insolvent, or make an arrangement with Your creditors.
11.8. Chaos may terminate or modify this Agreement if the continued provision of the Services to You or Your users is prohibited by applicable law.
11.9.1. Chaos may modify and adjust the Services and General Terms at any time by giving you notice to comply with the changed conditions or terminate every affected portion thereof, or all of them.
11.10. You acknowledge and agree that Chaos may at any time make feature or functionality updates to the Service. Chaos will provide You ninety (90) days advance notice if Chaos discontinues the Service in its entirety.
11.11. In case Chaos makes a material modification to these General Terms, Chaos will provide notice to You via email to Your or User's registered email address, or via notice in the administrator site or account of Your site or account.
Version: 20260514
These Special Terms and Conditions for Credits ("Credit Terms") are Special Terms and Conditions that incorporate by reference and supplement the Chaos Software Terms of Service available at https://chaos.com/legal/terms-of-service, or any other successor webpage which Chaos may designate from time to time (the "General Terms"), and any applicable Additional Agreements and Policies thereof, and constitute an inseparable part of the Terms. In case of conflict between these Credit Terms and the Terms, these Credit Terms will prevail to the extent of such conflict.
Subject to Your compliance at all times with the Terms, the Agreement and these Credit Terms, You will be authorized to purchase and access Credits that entitle You to access and use the Services within Your Entitlements. Capitalized terms not defined herein will have the meanings set forth in the Terms.
1. Credits
Chaos may offer You the option to access certain Services via Credits, by either (a) independent (pre)payment, (b) as part of Your Product or Offering, and/or (c) through the purchase of Credit top-ups.
Chaos may also offer Credits without charge as promotional credits, upon its own discretion.
2. Nature and Limitations of Credits
Credits:
a) are not legal tender or currency;
b) are not exchangeable for any sum of money or monetary value (except where required by applicable law);
c) have no equivalent value in fiat currency;
d) do not act as a substitute for fiat currency;
e) do not accrue interest; and
f) do not constitute a deposit with, or loan to, Chaos.
Credits are subject to this intuitu personae agreement and are personal to You. They may only be used to access and use the Offering within Your Entitlements and may not be used to acquire any goods, services, or Offerings outside those expressly designated by Chaos.
3. Restrictions on Transfer
Consistent with Section 2.1(1) of these Credit Terms, Chaos prohibits and does not recognize any purported transfers, sales, gifts, trades, or any other form of disposal of Credits to any other person or legal entity. Evidence of any attempt to use, sell, transfer, or otherwise deal in Credits in any manner not expressly permitted under these Credit Terms:
a) constitutes a breach of these Credit Terms; and
b) may, upon Chaos's free discretion, result in revocation, termination, or cancellation of any Credits and/or immediate suspension or termination of Your access to the Offering without notice and without refund,
in accordance with Chaos's rights under Section 2.4 of the Terms.
4. Credit Balance
Credits are valid for the period and subject to the Entitlements specified at the time of purchase or grant, as set forth on the Entitlement Site or Portal. Your available Credit balance may be reviewed through the Entitlement Site or Portal. You are solely responsible for verifying that the proper amount of Credits has been added to or deducted from Your balance, which does not constitute a bank account, digital wallet, stored value account, or other payment device.
Unused Credits will expire automatically at the end of that period and will not roll over. Chaos has the right (but not the obligation) to delete expired Credits and purge any related data without further notice and without liability whatsoever, consistent with Chaos's rights under Section 4.6 of the Terms.
5. Fee Adjustment, Modification and Termination
Fee Adjustment, Modification of these Special Terms and Termination shall be governed by the General Terms, including but not limited to, Sections 11.9, 11.10 and 11.11 thereof.