Terms of Service

• Age Requirement:You must be at least 18 years old to use the Services. By using the Services, you represent and warrant that you meet this age requirement.
• Compliance with Laws:You agree to use the Services in compliance with all applicable local, state, national, and international laws and regulations.
• Data Synchronization and Backup:The Services may synchronize locally stored preferences, configurations, and cached data. By using the Services, you authorize us to backup and process such data. You represent that you have the right to synchronize such data.
• Prohibited Activities:Use the Services for any unlawful purpose or in violation of these Terms; attempt to reverse engineer, decompile, or disassemble the Services; interfere with or disrupt the Services or servers connected to the Services; use automated systems to access the Services without authorization; transmit viruses, malware, or other harmful code; violate any third-party rights, including intellectual property or privacy rights.

• Service Description:The Services provide software functionality as available.
• No Guarantee of Availability:The Services are provided on an "as-is" and "as-available" basis. We do not guarantee that the Services will be available at all times or function without interruption, error, or security breach.
• Additional Terms:Additional terms may apply to specific features or services and are incorporated by reference into these Terms.

• Definition of Content:"Content" means any audio, text, data, or other materials uploaded, generated, or processed through the Services, including voice recordings, transcriptions, user inputs, outputs, preferences, cached data, and any information synchronized or backed up by the Services.
• User Content:You retain ownership of Content you create using the Services. However, you grant us a non-exclusive, royalty-free license to use, modify, and distribute such Content solely as necessary to provide the Services.

• Our Intellectual Property:The Services, including all software, designs, text, graphics, and other content, are owned by us or our licensors and are protected by copyright, trademark, and other intellectual property laws. All rights not expressly granted are reserved.
• Limited License:Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use the Services for your personal, non-commercial use.

• Billing:If you purchase any Services, you will provide complete and accurate billing information, including a valid payment method. For paid subscriptions, we will automatically charge your payment method on each agreed-upon periodic renewal until you cancel. You are responsible for all applicable taxes, and we will charge tax when required. If your payment cannot be completed, we may downgrade your account or suspend your access to paid features until payment is received.
• Usage Limits:Paid subscriptions include usage limits based on service credits or other metering mechanisms. Usage beyond your plan limits may result in service interruption or require an upgrade to a higher-tier plan. Your available usage and limits can be viewed in your account.
• Cancellation:You can cancel your paid subscription at any time through your account settings. Payments are non-refundable, except where required by law. These Terms do not override any mandatory local laws regarding your cancellation rights.
• Changes:We may change our prices from time to time. If we increase subscription prices, we will give you at least 30 days' notice and any price increase will take effect on your next renewal so that you can cancel if you do not agree to the price increase.

• Termination Rights:We may terminate or suspend your access to the Services at any time, with or without cause, with or without notice.
• Effect of Termination:Upon termination, all rights and licenses granted to you will immediately cease. Sections that by their nature should survive termination will survive.
• Data Deletion:We reserve the right to delete any data associated with your use of the Services upon termination.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; ACCURACY, RELIABILITY, OR COMPLETENESS OF THE SERVICES; SECURITY, AVAILABILITY, ERROR-FREE OPERATION, OR UNINTERRUPTED SERVICE; COMPATIBILITY WITH YOUR DEVICES OR OTHER SOFTWARE; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.

YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM THE SERVICES IS AT YOUR SOLE RISK. YOU SHOULD NOT RELY ON OUTPUTS AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE. YOU ARE SOLELY RESPONSIBLE FOR ANY SENSITIVE INFORMATION YOU PROVIDE THROUGH THE SERVICES.

The Services may include third-party software components subject to separate license terms. We disclaim all warranties regarding third-party components.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY: INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL; DAMAGES ARISING FROM USE OR INABILITY TO USE THE SERVICES; DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO YOUR DATA. OUR MAXIMUM TOTAL LIABILITY SHALL NOT EXCEED THE LESSER OF: (A) $100 USD PER USER, OR (B) THE AMOUNT YOU PAID US IN THE PAST 12 MONTHS. THIS CAP APPLIES INDIVIDUALLY AND CANNOT BE AGGREGATED ACROSS MULTIPLE USERS OR CLAIMS. THIS LIMITATION IS FUNDAMENTAL TO OUR ABILITY TO PROVIDE THE SERVICES.

Some countries and states do not allow the disclaimer of certain warranties or the limitation of certain damages, so some or all of the terms above may not apply to you, and you may have additional rights. In that case, these Terms only limit our responsibilities to the maximum extent permissible in your country of residence.

These limitations are essential elements of the agreement between us. The Services would not be provided without these limitations.

• User Indemnification:You agree to indemnify, defend, and hold harmless VastSilicon Inc., its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: your use of the Services; your violation of these Terms; your violation of any third-party rights; any Content you submit or generate using the Services; your negligence or willful misconduct.
• Defense Rights:We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.

• Mandatory Pre-Dispute Resolution:Before initiating any legal proceeding, you must: (1) Send written notice to legal@vastsilicon.com with a detailed description of your dispute and requested relief; (2) Participate in good faith negotiations for at least 60 days. Failure to complete this process waives your right to bring the claim.
• Binding Individual Arbitration:All disputes shall be resolved through binding individual arbitration under the National Arbitration and Mediation (NAM) Comprehensive Dispute Resolution Rules and Procedures, conducted in Delaware. The arbitration shall be conducted by a single neutral arbitrator. You and we agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.
• Class Action Waiver:You agree that any arbitration or proceeding shall be limited to the dispute between us and you individually. To the fullest extent permitted by law, (1) no arbitration or proceeding shall be joined with any other; (2) there is no right or authority for any dispute to be arbitrated or resolved on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
• Arbitration Costs and Fees:Arbitration fees will be allocated according to NAM Rules. If you initiate arbitration and do not prevail, you will be responsible for paying our reasonable attorneys' fees and costs. The arbitrator may award attorneys' fees and costs to the prevailing party. If the arbitrator finds that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose, you will pay all arbitration fees and our attorneys' fees and costs. Discovery shall be limited to what is necessary for each party to present its case.
• Small Claims Court Exception:Either party may bring an individual action in small claims court for disputes within that court's jurisdictional limits, provided the dispute remains in small claims court and is not removed or appealed to a court of general jurisdiction.
• Confidentiality:All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This confidentiality provision shall survive the termination of these Terms and any arbitration proceedings.

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  Signature:A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest
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  Copyrighted Work:A description of the copyrighted work that you claim has been infringed upon
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  Location:A description of where the allegedly infringing material is located on our Services so we can find it
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  Contact Information:Your address, telephone number, and email address
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  Good Faith Statement:A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
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  Accuracy Statement:A statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf

• Governing Law: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. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
• Exclusive Jurisdiction:To the extent that any court action is permitted under these Terms, you agree that the state and federal courts located in Delaware shall have exclusive jurisdiction, and you consent to the personal jurisdiction and venue of such courts.
• Privacy Policy:Our Privacy Policy explains how we collect and use personal information. Although it does not form part of these Terms, it is an important document that you should read.
• Data Processing:You acknowledge that the Services process data as necessary to provide functionality. Data processing, storage, and transmission practices are described in our Privacy Policy.
• Severability:If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect. The liability limitations, arbitration requirements, and fee-shifting provisions are each independent and severable.
• Entire Agreement:These Terms constitute the entire agreement between you and us regarding the Services and supersede all prior agreements and understandings.
• No Waiver:Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision.
• Assignment:You may not assign these Terms without our written consent. We may assign these Terms without restriction.
• Modification Rights:We reserve the right to modify these Terms at any time, in our sole discretion, without prior notice. Modifications become effective immediately upon posting. Your continued use of the Services after any modification constitutes acceptance of the modified Terms. It is your responsibility to review these Terms periodically.
• Survival:Provisions that by their nature should survive termination shall survive, including warranties, disclaimers, limitations of liability, and indemnification.
• Force Majeure:We shall not be liable for any failure or delay in performance under these Terms that is due to a Force Majeure Event. "Force Majeure Event" means any cause beyond our reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, government actions, network failures, third-party service interruptions, changes in law, or any other unforeseeable circumstances. In such cases, our obligations will be suspended for the duration of such event, and we may terminate these Terms if the Force Majeure Event continues for more than thirty (30) days.
• Trade Controls:You must comply with all applicable trade laws, including sanctions and export control laws. The Services may not be used in or for the benefit of, or exported or re-exported to: (a) any U.S. embargoed country or territory; or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. The Services may not be used for any end use prohibited by applicable trade laws. You represent and warrant that you are not located in, under the control of, or a national or resident of any restricted country or on any government list of prohibited or restricted parties. Violation of this provision is a material breach of these Terms and grounds for immediate termination.
• Contact Information:For questions about these Terms, contact us at: legal@vastsilicon.com