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CHAINLOOP TERMS OF SERVICE

Last updated July 08, 2024

Welcome to Chainloop.dev. These Terms of Service (“Agreement”) is a binding legal contract between you, an individual (“You” or “User”), and Chainloop, Inc., a Delaware corporation (“Company”, “we”, “us”, or “our”). It governs your use of the Chainloop.dev platform, including all related applications, software, websites, and services (collectively, the “Chainloop Platform”).

BY SIGNING IN TO THE CHAINLOOP PLATFORM YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER.

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE CHAINLOOP PLATFORM. 

  1. Chainloop Platform
    1. Chainloop Platform provides a comprehensive suite of tools and services designed to enhance the software delivery process by facilitating the collection, storage, and analysis of Software Supply Chain metadata through Chainloop integrations and built-in services for continuous security and compliance. The services offered under this Agreement include but are not limited to, access to the Chainloop Platform. 
    2. Documentation related to the Chainloop Platform (“Documentation”), is available at https://docs.chainloop.dev/. We may modify, replace, or discontinue any part of the Chainloop Platform at any time, without prior notice. You acknowledge that the availability of the Chainloop Platform may change from time to time and that we shall have no liability to you for any modification, suspension, or discontinuance of the Chainloop Platform. You agree that you have no claim, recourse or right to compensation as a result of any such change, suspension, or discontinuance of the Chainloop Platform.
  2. Account Types
    1. Limited Account. The Limited Account provides access to the basic features and functionalities of the Chainloop Platform, public documentation and standard support materials, and metadata or artifacts stored by the Chainloop enterprise customers. The users of Limited Account self-onboard. Limited Account may be offered free of charge or for a charge.
    2. Enterprise Account: The Enterprise Account features a white-glove onboarding process, and access to premium features, including advanced analytics, enhanced security measures, and priority support. Access to the Enterprise Account is reserved for users who are affiliated with an organization that has purchased an enterprise subscription to the Chainloop Platform.
  3. Access and Use.
    1. Access. We grant you a non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Chainloop Platform solely for (i) your internal business purposes if you have access to an Enterprise Account or (ii) personal use if you have access to Limited Account, as applicable. This license is granted solely to allow you to benefit from the services provided by the Chainloop Platform in accordance with this Agreement. All rights not expressly granted to you in this Agreement are reserved by the Company.
    2. Account. Access to the Chainloop Platform is restricted and requires users to be whitelisted before creating an account. There is no open access to the Chainloop Platform. To be considered for whitelisting and gain the ability to create an account, prospective users must submit a request through the chainloop.dev website. We reserve the sole discretion to approve or deny such requests without the obligation to provide reasons for our decision. We reserve the right to suspend or delete any account. When you create an account on the Chainloop Platform, you affirm that all information provided during the account creation process is accurate and complete. You are solely responsible for maintaining the confidentiality of your account information, including your password, and for all activities that occur under your account. 
    3. Use Restrictions. You shall not use the Chainloop Platform Documentation for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Chainloop Platform; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Chainloop Platform except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to Chainloop Platform; (iv) remove any proprietary notices from the Chainloop Platform or Documentation; (v) use the Chainloop Platform for the activities where the use or failure of the Chainloop Platform would reasonably be expected to lead to death, personal injury, or environmental or property damage, or (vi) use the Chainloop Platform or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.
    4. Open Source Components. Certain components of the Chainloop Platform may be based on software that is subject to open source licenses (“Open Source Components”). The terms of this Agreement apply to the Chainloop Platform as a whole and are not intended to alter, infringe upon, or restrict any rights or obligations under the open source licenses applicable to those Open Source Components. Users are advised to review the relevant open source licenses to understand their rights and obligations with respect to the Open Source Components. We make no representation, warranty, or other commitment regarding the Open Source Components, and hereby disclaim any and all liability relating to your use thereof.
    5. API Restrictions. You acknowledge and agree that the creation, deployment, or use of any application programming interface (“API”) that interfaces with the Chainloop Platform is expressly prohibited. Neither you nor any third party acting on your behalf shall develop, use, or distribute any API for interfacing with the Chainloop Platform without our prior written consent. Any attempt to do so shall constitute a material breach of this Agreement and may result in immediate termination of your access to the Chainloop Platform, at our sole discretion.
    6. Aggregated Statistics. We may monitor your use of the Chainloop Platform, collect and compile data and information related to your use of the Chainloop Platform and use it in an aggregated and anonymized manner (“Aggregated Statistics”). All rights, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by us. You agree that we may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law. 
    7. Suspension. We may suspend your access to any portion or all of the Chainloop Platform if: (i) we reasonably determine that (i) your use of Chainloop Platform disrupts or poses a security risk to the Chainloop Platform; (ii) you are using the Chainloop Platform for fraudulent or illegal activities; (ii) any third party services or components are suspended or terminated on the Chainloop Platform. 
  4. Privacy Policy and Data Collection.
    1. We collect certain personal information, including but not limited to, your name, surname, and email address in the course of your interaction with the Chainloop Platform. We may also collect phone numbers to enhance user experience and support. By using the Chainloop Platform, you consent to the collection, storage, and use of your personal information as described in this section and in our Privacy Policy, which is available at https://chainloop.dev/privacy. We reserve the right to update our Privacy Policy and practices related to the collection, use, and storage of personal information at any time. Changes to the Privacy Policy will be communicated through the Chainloop Platform or other appropriate means and will take effect upon posting. Continued use of the Chainloop Platform after any such updates constitutes your acceptance of the Privacy Policy as amended.
  5. Ownership of Rights
    1. All rights, title, and interest in and to the Chainloop Platform (including but not limited to any software, documentation, and any other materials or services provided under this Agreement), and all intellectual property rights therein, are and will remain with Chainloop, Inc. and its licensors. Except for the limited access and use rights expressly granted to you under this Agreement, all rights in and to the Chainloop Platform are reserved by Chainloop, Inc. No right, title, or interest in or to the Chainloop Platform is transferred to you, and all not expressly granted rights are reserved by Chainloop, Inc.
  6. Feedback
    1. You acknowledge and agree that any feedback, comments, or suggestions you may provide regarding the Chainloop Platform (“Feedback”) is entirely voluntary and we shall be free to use such Feedback as we see fit and without any obligation or compensation to you. Feedback, whether submitted through the Chainloop Platform, via email or otherwise, shall not be considered confidential and becomes the sole property of the Company. We may use feedback for the improvement of the Chainloop Platform, the development of new features, or for any other purpose we deem appropriate without restriction.
  7. User Content
    1. You acknowledge and agree that we may monitor your input to the Chainloop Platform (“User Content”). By providing User Content, you grant Chainloop, Inc., and its affiliates a worldwide, perpetual, irrevocable, royalty-free, non-exclusive, transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, such User Content (in whole or in part) and to incorporate them in other works in any form, media, or technology now known or later developed, for the purposes of providing, operating, marketing and improving Chainloop Platform.
    2. If the Chainloop Platform is deployed in an on-premises environment (“On-Premises Deployment”), we do not collect, store, or analyze any data or information related to your use of the Chainloop Platform.
  8. Service Levels and Support.
    1. Service Levels. We use reasonable efforts to make the Chainloop Platform available. Chainloop Platform may be temporarily unavailable for regular or emergency maintenance. We will endeavor to have scheduled maintenance to occur during non-peak hours, but we may conduct maintenance at any time. We will use reasonable efforts to re-establish service, but we do not promise that the Chainloop Platform will always be available for your use. We do not guarantee the functionality of the Chainloop Platform through all web browsers or on all mobile devices, on all communications networks, in all geographic regions, or at all times. 
    2. Support. We do not guarantee or warrant the availability of support services for the Chainloop Platform. Any assistance or support services may be offered at our sole discretion and without any obligation.
  9. DISCLAIMERS
    1. ALL LICENSED SOFTWARE, DOCUMENTATION AND OTHER PRODUCTS, INFORMATION AND MATERIALS PROVIDED BY THE COMPANY ARE PROVIDED “AS IS.” THE COMPANY MAKES NO WARRANTIES WITH RESPECT TO THE SOFTWARE OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF WE HAS BEEN INFORMED OF SUCH PURPOSE), AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE LICENSED SOFTWARE OR DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET THE USER’S OR OTHER PERSONS’ REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEMS, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE AND DEFECT OR BE ERROR-FREE.
    2. MACHINE LEARNING DISCLAIMER.  The Chainloop Platform may utilize various machine learning algorithms and techniques to provide insights, enhance functionalities, and optimize user experience. The Company makes no guarantees regarding the accuracy, reliability, or applicability of any predictions, recommendations, or insights generated by these machine-learning technologies. Users should exercise caution and not solely rely on the machine learning outputs for making critical decisions related to security, development, or business operations without independent verification. The Company disclaims all liability for any errors, omissions, or inaccuracies in the machine learning-generated content and for any decisions made based on such content. 
  10. Limitation of Liability
    1. LIMITATION OF LIABILITY. EXCEPT FOR DEATH OR BODILY INJURY CAUSED BY THE COMPANY’S NEGLIGENCE OR FRAUD, WE’S AND THAT OF ITS AFFILIATES AND SUPPLIERS’ MAXIMUM, CUMULATIVE LIABILITY FOR ANY CLAIMS, LOSSES, COSTS (INCLUDING ATTORNEY’S FEES) AND OTHER DAMAGES ARISING UNDER OR RELATED TO THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION, WHETHER IN BREACH OF WARRANTY, CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, WILL BE LIMITED TO ACTUAL DAMAGES INCURRED, WHICH WILL IN NO EVENT EXCEED FIVE HUNDRED U.S. DOLLARS ($500). THE COMPANY IS ACTING ON BEHALF OF ITS AFFILIATES AND SUPPLIERS, FOR THE PURPOSE OF DISCLAIMING, EXCLUDING AND LIMITING OBLIGATIONS, WARRANTIES, AND LIABILITY, BUT IN NO OTHER RESPECTS AND FOR NO OTHER PURPOSE.
    2. EXCLUSION OF DAMAGES. IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES BE LIABLE FOR (A) ANY LOSS OF ANY KIND, WHETHER IN TORT (INCLUDING FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY OR STRICT LIABILITY), CONTRACT, MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT) OR OTHERWISE, (B) DIRECT LOSS; (C) ACCIDENTAL LOSS, (D) INCIDENTAL LOSS, (E) CONSEQUENTIAL LOSS, SUCH AS LOSS OF SAVINGS, PROFITS OR REVENUES, LOSS OR CORRUPTION OF DATA, GOODWILL, OR REPUTATION, INACCURACY OF ANY DATA, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR SOFTWARE, OR (F) ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWSOEVER ARISING AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. WE SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND YOU HEREBY RELEASE US FROM ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
  11. Indemnification.
    1. You shall indemnify and hold us harmless, and, at our option, defend us and our officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses arising from or relating to any claim based on your negligence or willful misconduct or use of the Chainloop Platform in a manner not authorized by this Agreement; provided that you may not settle any third party claim against us unless we consent to such settlement, and further provided that we will have the right, at our option, to defend itself against any such third party claim or to participate in the defense thereof by counsel of our own choice.
  12. Term and Termination.
    1. The term of this Agreement begins when you sign in to the Chainloop Platform and continues until it is terminated. 
    2. You may terminate this Agreement by ceasing to use the Chainloop Platform and by deleting your account.
    3. We may terminate this Agreement for any reason upon thirty (30) days advance notice. 
    4. This Section 12.4, Sections 5, 6, 7, 9, 10, 11 and 15, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context are intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.
  13. Modifications.
    1. We reserve the right, at our discretion, to modify this Agreement at any time. Your continued use of the Chainloop Platform after the posting of changes constitutes your binding acceptance of such changes.
  14. Export Control.
    1. You acknowledge and agree that the Chainloop Platform may be subject to United States export control and sanctions laws and regulations, including sanctions regimes administered by the Office of Foreign Assets Control (OFAC). You shall not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any software, technology, or product received from us to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. You further warrant that you are not on any government list of prohibited or restricted parties or located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services.
  15. Miscellaneous.
    1. Waiver and Severability. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is adjudicated to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
    2. Assignment. You will not assign or transfer this Agreement or its rights and obligations hereunder to any third party without the prior written consent of the Company. Any assignment, transfer, or delegation in violation of this provision shall be null and void. The Company may assign, transfer, or delegate any of its rights and obligations hereunder, in whole or in part, to any affiliate or to any entity under a change of control, merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without your consent. 
    3. Governing Law and Jurisdiction. This Agreement and any action related thereto shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of, or related to, this Agreement or the Chainloop Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware in each case located in the city of Dover and County of Kent. You waive any objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
    4. Entire Agreement. This Agreement constitutes the entire agreement between you and us and governs your use of the Chainloop Platform, superseding any prior agreements with respect to the same subject matter. You may also be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, third-party software, or additional services.
    5. Notifications and Contact. We may notify you with respect to the Chainloop Platform by posting on the website, sending an email message to your email address or a letter via postal mail to your mailing address. Notices shall become effective immediately. We may also contact you by email or push notification to send you additional information about the Chainloop Platform.