Terms of Use

Overview

Squack Inc., and its subsidiaries and affiliates, including any that the Company may form or acquire in the future ("Company"), provide this website, relace.ai (the "Site"), and any other content, applications, features, functionality, information, and services offered by the Company through the Site (collectively, the "Services"), subject to your compliance with these Terms of Use ("Terms of Use"). The Terms of Use are a legally binding contract between you and the Company.

By accessing or using the Services, or by otherwise accepting these Terms of Use, you (an individual or entity) agree to the terms and conditions set forth in these Terms of Use. Please read these Terms of Use carefully before using the Services. If you violate, or do not agree to, these Terms of Use, your access to and use of the Services, is unauthorized.

These Terms of Use and/or the Services may be changed at any time and notice of such changes shall be given by posting updated Terms of Use on the Site with the updated date next to "Last Updated." Your continued use of the Services following any such change constitutes acceptance of the updated Terms of Use. The terms "we," "us" and "our" means the Company. The terms "you," "your" or "user" means the users of the Services.

These Terms of Use contain a mandatory arbitration provision that, as further set forth in section 16 below, requires the use of arbitration on an individual basis to resolve disputes. It does not allow jury trials or any other court proceedings or class actions of any kind.

License to Use Our Services

The Company grants you a limited, non-exclusive, non-transferable, revocable, license (“License”) to access and use the Services pursuant to these Terms of Use.

How it Works

The Company provides auxiliary models for code generation. The Company’s API is its core service, giving users access to the Company’s models. The Company’s platform offers a simple management system where users can create API keys, input payment information, monitor spend/usage, and test models with the playground.

Payment Terms

Company Fees

The Company may charge fees ("Fees") for certain features of the Services. You agree to pay the applicable Fees. The Fees may comprise of both fixed fees associated with a subscription ("Fixed Fees"), and fees for consumption of additional features throughout the subscription term ("Usage Fees"). Any Fixed Fees shall be paid at the beginning of a subscription cycle, and the Usage Fees will be charged upon usage. Payments will be processed via Stripe.

We reserve the right to modify the Fees at any time, upon a 30 days prior written notice, which notice may be provided by e-mail or via the Services; such new prices shall not apply for an active subscription during your current subscription term but will apply to the next renewal.

Taxes

All amounts payable for the Services are exclusive of sales, use, value-added, withholding, and other taxes and duties. You will pay all taxes and duties assessed in connection with the Services by any authority, except for taxes payable on the Company's net income.

Failure to Pay

In addition to other remedies available, the Company expressly reserves the right to suspend or terminate the Services and notify you of such termination or suspension, in the event that you fail to pay the Fees as set forth herein.

Required Information

Registering Accounts

In order to use certain features of the Services, you may need to register an account ("Account"). If you do register an Account, you agree to keep any Account information current and up to date, keep your username and password confidential, and to access the Services from devices that have up-to-date operating systems and security software. You will be responsible for all purchases made, and other activity that occurs, through your Account. Accounts may not be shared. If you are registering as a business entity, you personally guarantee that you have the authority to agree to these Terms of Use on behalf of the business. Please notify us immediately of any suspected unauthorized activity on the Services or in your Account.

User Data and Privacy

• Documented incident response procedures.

• Dedicated security team for incident handling.

• Regular backup and disaster recovery testing.

• Incident notification protocols.

Security Best Practices

Your privacy is important to us. Please also review our Privacy Policy, which details how your information is collected and used when you use our Site and Services. By using our Site and Services, you are consenting to the collection, use, disclosure, and other handling of your information as described in our Privacy Policy (as updated from time to time), which is incorporated into these Terms of Use and also governs your use of the Services.

Proprietary Rights

The Services contain valuable trademarks and service marks owned by the Company, or other content providers. All content on the Services (including, for example, text, designs, graphics, logos, icons, images, audio clips, downloads, interfaces, information, code and software, and the selection and manner of compilation and presentation), is owned by the Company, other content providers, or their licensors, and may be protected by copyright, trademark, and other applicable laws.

Your access to, and use of, the Services does not grant you any license or right to use any trademark, logo, or service mark displayed on the Services. The Company, other content providers, or their licensors, retain full and complete title to and reserve all rights in the material on the Services, including all associated intellectual property rights. The Company neither warrants nor represents that your use of materials on the Services will not infringe rights of third parties.

Any other use of the material on the Services, including, without limitation, the modification, distribution, transmission, performance, publication, uploading, licensing, reverse engineering, transfer, or sale of, or the creation of derivative works from any material, information, software, products, or services obtained from the Services, or use of the Services or any content on the Services for purposes competitive with the Company or for other commercial purposes, is expressly prohibited. You agree to abide by all additional restrictions displayed on the Services as they may be updated from time to time.

GenAI and Confidential Computing

The Services utilize generative AI models that the Company provides the infrastructure and API access to. All inference operations occur within the Company’s systems.

Generative AI is developing technology. The Company makes no warranties about the accuracy, reliability, or appropriateness of the AI models' outputs. The Company disclaims any liability for inaccurate, harmful, abusive or offensive language or content that may be returned in response to your prompts. Users are solely responsible for reviewing and validating any AI-generated content before use.

Service Level Agreement

The Company strives to maintain a high level of service availability but makes no guarantees about uptime or performance. The Service is provided on an "as-is" and "as-available" basis. The Company targets above 99% uptime measured on a monthly basis, excluding scheduled maintenance windows.

Scheduled maintenance will be announced at least 24 hours in advance through our status page or via email. Emergency maintenance may be performed without notice when necessary.

If service availability falls below 99% in any given month, affected users may be eligible for service credits upon request, calculated as a percentage of monthly fees proportional to the downtime experienced.

API Usage and Technical Requirements

Access to the Service's API is subject to rate limits and fair use policies. The Company reserves the right to adjust these limits at any time to ensure service stability. Current rate limits and usage quotas are documented in the API documentation.

API keys must be kept secure and confidential. You are responsible for any activity that occurs under your API keys. Compromised API keys should be reported immediately to the Company.

The following API usage is prohibited:

• Attempting to bypass rate limits or quotas

• Sharing or reselling API access without explicit permission

• Using the API for any purpose that violates applicable laws or regulations

GenAI and Confidential Computing

For all communications with the Company, including but not limited to feedback, questions, comments, and suggestions: (i) you will have no right to confidentiality in your communications and the Company will have no obligation to protect your communications from disclosure; (ii) the Company will be free to reproduce, use, disclose and distribute your communications to others without limitation; and (iii) the Company will be free to use any ideas, concepts, know-how, content or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information.

You may provide, post, or upload certain content to the Services ("Your Content"), including but not limited to, your username, name, email address, address, and content you submit through API calls. You are solely responsible for Your Content and the consequences of it being submitted by you. By providing or uploading Your Content, you represent that (i) Your Content is consistent with the Acceptable Use provision in Section 10 below, is accurate, and is not false or misleading, and (iii) you have proper ownership or license to grant the Company, and do grant the Company, a non-exclusive worldwide, irrevocable, perpetual, royalty-free license to display, reproduce, and use Your Content in the provision of service to you and others.

Reporting Unauthorized Content

If you believe in good faith that any content that you own or have rights to has been posted to the Services without your permission and you want it removed, please contact us by email or mail using the contact information under the "Contact Us" section below, pursuant to the Digital Millennium Copyright Act of 1998.

Your notice must include: (i) identification in sufficient detail of the copyrighted work that you claim has been infringed; (ii) identification of the URL or other specific location on the Services that contains the material that you claim to be infringing your copyright; (iv) the electronic or physical signature of the owner of the copyright or a person authorized to act on the copyright owner's behalf; (v) a statement that you have a good faith belief that use of the material on the Services is not authorized by the copyright owner or its agent or the law; and (vi) a statement that you swear under penalty of perjury that the information contained in your notice is accurate and that you are the copyright owner or that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If Your Content is alleged to infringe on another person's intellectual property, we will take appropriate action, such as disabling it if we receive proper notice, terminating your Account, and/or ceasing your use of our Services. You will have an opportunity to file a counter notification if you believe that Your Content has been removed as a result of a mistake.

Acceptable Use of the Services

As a condition of your license to use and access the Services, you agree that you will not do any of the following:

• Use the Services if you are under the age of 18 or otherwise unable to enter into binding legal agreements;

• Share any Account or password with others;

• Use the Services unlawfully or for an unlawful purpose;

• Provide, post, upload or transmit any of Your Content that is illegal, abusive, defamatory, threatening, harassing, obscene, vulgar, racist, or which constitutes hate speech;

• Use the Services in a manner that is fraudulent or deceptive;

• Fail to pay for Services purchased by you;

• Stalk, harass, or harm another individual;

• Impersonate another, misrepresent or falsely identify yourself;

• Use any device, software or routine to interfere or attempt to interfere with the proper working of the Services;

• Take any action that imposes an unreasonable or disproportionately large load on the Company's servers; or

• Use any robot, spider or other automatic device, or a manual process, to collect or harvest information about users

Communications from Us

You consent to receive communications from us including emails or notices and messages, consistent with your Account preferences. You can manage preferences, including whether you want to receive our news and updates, on your Account settings, or by contacting us by email using the contact information under the "Contact Us" section below.

You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing ("Required Notices"). You may withdraw such consent to receive Required Notices electronically contacting us by email or mail using the contact information under the "Contact Us" section below. In order for the Company to send your Required Notices in the mail, which may be at your expense, you must provide a current mailing address.

Limitation of Liability

Content You Acces

You may come across materials that you find offensive or inappropriate while using our Site. We make no representations concerning any content posted by users through the Services. The Company is not responsible for the accuracy, copyright compliance, legality, or decency of content posted by users that you access through the Services. You release us from all liability relating to that content.

Third-party Websites

Our Site may contain links to third-party websites or services that we do not own or control. You may also need to use a third party's product or service in order to use some of our Services. When you access these third-party services, you do so at your own risk. The Company makes no claim and accepts no responsibility regarding the quality, nature or reliability of the third-party websites or services. The third parties may require you to accept their own terms of use. The Company is not a party to those agreements; they are solely between you and the third party.

IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, AGENTS, AFFILIATES, EMPLOYEES, ADVERTISERS, OR DATA PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA) WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EQUITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES.

IN NO EVENT SHALL THE COMPANY'S AGGREGATE LIABILITY FOR ANY DAMAGES EXCEED THE GREATER OF ONE HUNDRED ($100) US DOLLARS OR THE AMOUNT OF FEES YOU PAID THE COMPANY IN THE PAST TWELVE MONTHS.

No Warranty

THE SERVICES AND ANY PRODUCT MADE AVAILABLE TO YOU THROUGH THE SERVICES IS PROVIDED "AS IS". THE COMPANY MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, AND HEREBY DISCLAIMS AND NEGATES ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER VIOLATION OF RIGHTS. FURTHERMORE, THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE SERVICES.

WE DO NOT GUARANTEE THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL MATERIALS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR EXPECTATIONS. YOU USE THE SERVICES SOLELY AT YOUR OWN RISK

SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification

You agree, to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless the Company and its subsidiaries and affiliates, and as to each, their officers, directors, employees, contractors, agents, licensors, service or third party providers, subcontractors, and suppliers, from and against, any and all losses, liabilities, expenses, damages, and costs, including reasonable attorneys' fees and court costs, arising out of or relating to your access to, or use of, the Services, any of Your Content that you post or submit to the Services, your violation of law or infringement of the rights of a third party, or your other violation of these Terms of Use.

The Company reserves the right to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in any case, you agree to cooperate with The Company if and as requested by the Company in the defense of such matter.

Outages

The Company periodically schedules system downtime for the Services for maintenance and other purposes. Unplanned system outages may also occur.

You agree that The Company has no responsibility and is not liable for: (a) the unavailability of any of the Services; (b) any loss of data, information or materials caused by such system outages; (c) the resultant delay, mis-delivery or non-delivery of data, information or materials caused by such system outages; or (d) any outages caused by any third parties, including without limitation any companies or servers hosting any of the Services, any Internet service providers or otherwise.

Termination

If you have an Account with The Company, you may terminate your Account at any time through your Account settings or contacting us by email using the contact information under the "Contact Us" section below. If you delete your Account, your personal information (name, phone number, address, email, profile picture, etc.) will be deleted permanently and cannot be recovered. You will not be able to reactivate your Account. However, information where other members are involved (conversations with other people, transactions you have made, reviews you have given to others, etc.) is not removed when you delete your Account, but your name will no longer be displayed next to this information.

We may close your Account, cease to permit you to use our Site or Services, at any time in our sole discretion and without notice to you, including if we believe you are using the Services in a manner not intended by us or in a way that violates our Terms of Use, or for any other reason. In no case will the Company's closure of your Account, or reduction of your access to the Services, waive or affect any other right or relief to which the Company may be entitled.

We may change, suspend, or discontinue any of the Services provided on our Site at any time, for any reason. We will not be liable to you for the effect that any changes to the Services may have on you.

These Terms of Use will remain in effect even after your access to the Services is terminated, or your use of the Services ends.

Resolution of Disputes

We hope to be able to settle any disputes with you. If we cannot, these provisions will govern any legal disputes.

Choice of Law

The Terms of Use shall be governed by the laws of the State of California without regard to its conflict of law provisions.

Disclaimer

YOU AND THE COMPANY AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, ALSO MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION.

Prior to Arbitration

Prior to initiating any arbitration, the initiating party will give the other party at least 60-days' advanced written notice of its intent to file for arbitration. The Company will provide such notice by email to your email address on file, and you must provide such notice by contacting us by email or mail using the contact information under the "Contact Us" section below. During such 60-day notice period, the parties will endeavor to settle amicably by mutual discussions any disputes. Failing such amicable settlement and expiration of the notice period, either party may initiate arbitration.

Arbitration

Any controversy or claim arising out of or relating to these Terms of Use or the Services will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association ("AAA"). Any such controversy or claim must be arbitrated on an individual basis, and must not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration must be conducted in the County of Santa Clara, California, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either The Company or you may seek any interim or preliminary relief from a court of competent jurisdiction in the County of Santa Clara, California, as necessary to protect the rights or property of you or The Company.

Miscellaneous

No Waiver

The Company's failure to exercise or enforce any right or provision of the Terms of Use will not be deemed to be a waiver of such right or provision.

Entire Agreement

These Terms of Use, together with the Privacy Policy, and any amendments and additional agreements you might enter with The Company in connection with our Site, shall constitute the entire agreement between you and The Company concerning the Services, and shall supersede any prior terms you had with The Company regarding the Services.

Severability

If any provision of these Terms of Use is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the other provisions of these Terms of Use shall remain in full force and effect.

Limitation of Claims

Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Services must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.

Contact Us

If you have any questions or comments, please contact us by emailing us at info@relace.ai.

Effective Date

This Terms of Use Policy is effective as of April 7th, 2025.