Terms of Service

Last updated: January 6, 2025

1. Agreement to Terms

These Terms of Service ("Terms") govern your access to and use of Bearly's services, including our application programming interface, software, tools, developer services, data, documentation, and website (collectively, the "Services"). By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, do not use our Services.

2. Eligibility and Account Registration

You must be at least 18 years old and able to form a binding contract to use our Services. By creating an account, you represent and warrant that:

  • All registration information you submit is truthful and accurate
  • You will maintain the accuracy of such information
  • You are legally permitted to use our Services in your jurisdiction
  • You are responsible for maintaining the confidentiality of your account credentials
  • You are responsible for all activities that occur under your account

3. Service Description

Bearly provides AI infrastructure services, including but not limited to API access, SDKs, authentication services, usage analytics, rate limiting, and monitoring tools. We reserve the right to modify, suspend, or discontinue any part of the Services at any time with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

4. Acceptable Use Policy

You agree not to use the Services to:

  • Violate any applicable laws, regulations, or third-party rights
  • Transmit any viruses, malware, or other malicious code
  • Attempt to gain unauthorized access to our systems or networks
  • Interfere with or disrupt the integrity or performance of our Services
  • Use our Services to spam, harass, or harm others
  • Scrape, crawl, or use automated means to access the Services without permission
  • Reverse engineer, decompile, or attempt to extract source code
  • Resell, rent, or redistribute our Services without authorization

5. Payment Terms and Billing

For paid accounts, you agree to the following payment terms:

  • Fees are charged in advance on a monthly or annual basis based on your selected plan
  • All fees are non-refundable except as required by law or as expressly stated
  • You authorize us to charge your payment method for all fees incurred
  • Prices are subject to change with 30 days' notice for existing customers
  • Failure to pay may result in suspension or termination of your account
  • You are responsible for all taxes associated with your use of the Services

Usage-based fees apply if you exceed your plan limits. You will be notified before incurring overage charges. We reserve the right to suspend access if payments are overdue.

6. Intellectual Property Rights

The Services and all content, features, and functionality are owned by Bearly and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your internal business purposes. You retain all rights to your data and content submitted through the Services.

7. User Data and Privacy

You retain all ownership rights to your data. We will not access, use, or disclose your data except as necessary to provide the Services or as required by law. Our data processing practices are described in our Privacy Policy. You represent and warrant that you have all necessary rights to submit your data to the Services and that such submission does not violate any laws or third-party rights.

8. Service Level and Availability

While we strive to provide reliable Services, we do not guarantee that the Services will be uninterrupted, error-free, or completely secure. We provide the Services on an "as is" and "as available" basis. For Enterprise customers, service level agreements (SLAs) may be available under separate agreement.

9. Termination

You may terminate your account at any time through your account settings. We may suspend or terminate your access to the Services at any time if:

  • You breach these Terms or our Acceptable Use Policy
  • Your use of the Services poses a security risk
  • You fail to pay fees when due
  • We are required to do so by law

Upon termination, your right to use the Services will immediately cease. We will provide you with a reasonable opportunity to retrieve your data following termination.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BEARLY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.

Our total liability to you for all claims arising out of or relating to these Terms or the Services shall not exceed the amount you paid to us in the twelve months preceding the event giving rise to the liability, or $100, whichever is greater.

12. Indemnification

You agree to indemnify, defend, and hold harmless Bearly and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with your access to or use of the Services, your violation of these Terms, or your violation of any rights of another party.

13. 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 provisions. Any disputes arising from these Terms or the Services shall be resolved through binding arbitration in accordance with the American Arbitration Association's rules, except that either party may seek injunctive relief in court for violations of intellectual property rights.

You agree to waive any right to a jury trial or to participate in a class action lawsuit.

14. Export Controls

You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce. You represent that you are not located in a country subject to U.S. government embargo or designated as a "terrorist supporting" country.

15. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last updated" date. Your continued use of the Services after changes become effective constitutes acceptance of the modified Terms.

16. General Provisions

Entire Agreement: These Terms constitute the entire agreement between you and Bearly regarding the Services and supersede all prior agreements.

Severability: If any provision is found to be unenforceable, the remaining provisions will continue in full force and effect.

Waiver: No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.

Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.