Terms of Service
GRIPTAPE CLOUD PRIVATE PREVIEW TERMS
LAST UPDATED: DECEMBER 6, 2023
Griptape offers an online software-as-a-service platform, where Griptape hosts user’s applications (“Evaluator Applications”) and enables users to deploy, run, and manage their applications on the platform (“Service”). Evaluator Applications may include applications written using the Griptape framework, which is comprised of open source software development tools that enable users to write software applications that interact with artificial intelligence (AI) systems such as large language models (LLMs). The Griptape framework is available at https://github.com/griptape-ai/griptape and is licensed for use by Evaluator under an open source license (“Griptape Framework”). As part of the Service, Griptape may make its API (as defined below) and SDK (as defined below) available to Evaluator. The Service, API, and SDK are collectively referred to herein as the “Griptape IPR” and any references to the Griptape IPR includes all components and portions thereof. Subject the terms and conditions of this Agreement, Griptape will provide Evaluator with access the Service using access credentials provided by Griptape to permit Evaluator (“Access Credentials”) to evaluate and test the Service for the Private Preview Period (defined below). Evaluator will provide, at its own expense, all equipment and third-party products and/or services necessary to evaluate the Service. Evaluator must use the Service in compliance with all applicable laws and regulations and related documentation, including, any limitations on the number of users or applications and any limits on memory, storage, and data associated with Evaluator’s use of the Service.
The Service is currently made available to Evaluator free of charge. Griptape reserves the right to determine pricing for the Service and to charge fees for the Service (or any component, feature, or functionality thereof). Griptape will provide Evaluator advance written notice of any such fees before they go into effect or become chargeable. Prior to any payment of fees, Evaluator will have an opportunity to review and accept any fees that will be charged to Evaluator. All fees are non-refundable.
3. TESTING PERIOD.
This Agreement will begin on the Effective Date and continue in effect until the date Griptape terminates the Private Preview (as will be communicated by Griptape to Evaluator in writing or by providing notice through the Service), unless earlier terminated in accordance with this Agreement (“Private Preview Period”). Either party may terminate this Agreement for convenience at any time upon written notice to the other party. Griptape may suspend Evaluator’s access to the Services at any time. Upon the expiration or termination of this Agreement, Evaluator will discontinue all use of the Service. Sections 7.3 (Analytics), 7.4 (Feedback), 8 (Confidentiality; Data), 11 (Warranty Disclaimer), 12 (Warranties by Evaluator), 14 (Indemnification), and 16 (Miscellaneous) will all survive termination of this Agreement.
4. USE OF THE API.
Subject to the Evaluator’s compliance with the Agreement, Griptape will make Griptape’s application programming interface and documentation (collectively “API”) available to Evaluator, which will enable customers to operate applications that interact with AI systems such as LLMs, and grants Evaluator a non-exclusive, non-transferable, non-sublicensable right and license under Griptape’s intellectual property rights in the API to use the API for the sole purpose of enabling Evaluator Applications to communicate with the Service and Third Party Products (as defined below). Evaluator agrees to comply with any published API documentation and any other information or policies that Griptape makes available from time to time regarding use of the API. In addition to any restrictions or limitations set forth herein, Evaluator will not: (a) use the API in a manner that, in Griptape’s discretion, exceeds specified call/query volumes, constitutes abusive or excessive use, or otherwise fails to comply with or is inconsistent with this Agreement; or (b) make any representations or warranties about the API to any third party.
5. USE OF THE SDK.
Subject to Evaluator’s compliance with this Agreement, Griptape will make available Griptape’s software development kit consisting of sample code, documentation and the Griptape API (“SDK”) and grants to Evaluator a non-exclusive, non-transferable, non-sublicensable right and license under Griptape’s intellectual property rights in the SDK to: (a) use the SDK solely to enable Evaluator Applications in connection with the Service; and (b) modify any sample code included within the SDK in accordance with the documentation included with the SDK and subject to any restrictions and limitations specified in such documentation.
6. RESTRICTIONS; USAGE.
Evaluator shall not: (a) modify, disassemble, create derivative works of, translate, decompile, reverse engineer, rent, lease, loan, transfer, or copy any portion of the Griptape IPR; (b) input, upload, transmit, or otherwise provide to or through the Griptape IPR any information or materials (including Evaluator Data) that are unlawful or injurious, or contain, transmit, or activate any virus, worm, Trojan horse, malware, or other malicious computer code; (c) circumvent, disable, or otherwise interfere with the Griptape IPR’s operation, security, or other technical features or measures of the Griptape IPR; (d) use the Griptape IPR to develop a similar or competing product or service; (e) perform or conduct any benchmarking or similar activities (including publishing benchmarks or performance information about the Griptape IPR); (f) transmit or upload any viruses, Trojan Horses, backdoors, malware, or any other forms of harmful or malicious materials to or through the Griptape IPR; or (g) permit any third party to do any of the foregoing. Evaluator shall use the Griptape IPR in compliance with all applicable laws and regulations, any documentation regarding use of the Griptape IPR as well as the terms of Griptape’s Acceptable Use Policy (available at https://docs.griptape.ai/griptape-cloud/acceptable-use) which is incorporated herein by reference. Evaluator must not circumvent or disable any security or other technological features of the Griptape IPR. Evaluator agrees to comply with all access and/or usage limitations that Griptape may make available from time to time. Griptape may impose limitations on Evaluator’s use of the Griptape IPR, including limits on: (i) the number and rate of API requests Evaluator may make to the Griptape IPR; (ii) the compute usage and storage capacities used by Evaluator in connection with the Griptape IPR, (iii) the number of Evaluator Applications; (iv) the quantity of data generated by Evaluator Applications; and (v) any other usage metrics that may be established by Griptape from time to time.
7. INTELLECTUAL PROPERTY.
7.1 Ownership. As between the parties, Griptape owns all right, title, and interest, including all intellectual property rights, in and to the Griptape IPR, including any improvements, modifications, and enhancements to them. Except for those rights expressly granted in this Agreement, no other rights to the Griptape IPR are granted, either express or implied, to Evaluator.
7.2 Evaluator Data. Evaluator hereby grants to Griptape a royalty-free, fully paid up, non-exclusive, and worldwide license (with the right to sublicense through multiple tiers), during the Private Preview Period, to use, host, copy, store, transmit, publicly display, modify, and create derivative works of, the Evaluator Data (as defined below) solely for purposes of: (a) providing the Griptape IPR; (b) developing, creating, and/or generating the Analytics; and (c) improving, providing, and enhancing the Griptape IPR. Evaluator owns and retains all right, title, and interest, including all related intellectual property and proprietary rights, in and to the Evaluator Data. As part of the Griptape IPR, Griptape will, during the Private Preview Period, host Evaluator Data in Griptape’s private cloud environment solely for purposes of providing the Griptape IPR. Evaluator is solely responsible for its Evaluator Data (including its content and accuracy, and for backing up Evaluator Data). For purposes of this Agreement, “Evaluator Data” means any data, content, Evaluator Applications, software code, or information that is uploaded, transmitted, submitted, provided, or made available by Evaluator to Griptape in connection with Evaluator’s access to or use of the Griptape IPR.
7.3 Analytics. Griptape may collect, generate, and derive Analytics for Griptape’s lawful business purposes, including to: (a) use it to monitor, operate, improve, and support the Griptape IPR and its performance, security, and stability; (b) create analytics, benchmarking, and performance data and reports; (c) track usage for billing purposes; and (d) develop new products and services. As between the parties, Griptape owns and retains all right, title, and interest, including all related intellectual property and proprietary rights, in and to the Analytics (including any improvements, modifications, and enhancements thereto), the know-how and analytical results generated in the processing and use of Analytics, and any and all new products, services, and developments, modifications, customizations, or improvements to the Griptape IPR made based on the Analytics. Evaluator will not interfere with the collection of Analytics. Griptape will not disclose Analytics externally, including in benchmarks or reports, unless such Analytics has been (a) de-identified so that it does not individually identify Evaluator or its users, or (b) aggregated with analytics from other Griptape customers. For purposes of this Agreement, “Analytics” means the data and information generated or collected by the features and functionalities of the Griptape IPR which are designed to generate statistics and models, to improve the Griptape IPR and to collect and analyze other information and data based on Evaluator’s use of the Griptape IPR.
7.3 Feedback. If Evaluator provides Griptape with recommendations, suggestions, or other feedback relating to the Griptape IPR or any other Griptape products or services (“Feedback”), Evaluator hereby grants Griptape an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to freely use, disclose, reproduce, license, distribute, and otherwise exploit the Feedback in any manner and for any purpose, including to improve the Service and to commercialize the Feedback in any Griptape product, technology, service, specification, or other documentation. Griptape will have no obligation to provide Evaluator with attribution or compensation for any Feedback provided to Griptape.
8. CONFIDENTIALITY; DATA.
9. THIRD PARTY PRODUCTS.
For purposes of this Agreement, “Third Party Products” means certain third-party applications, systems, software, products, or services, including services provided by large language model providers (“LLM Providers”) that interoperate with the Service and may be used by Evaluator. If Evaluator elects to enable, access, or use such Third Party Products, its access and use of such Third Party Products is governed solely by the terms and conditions and privacy policies of the provider of such Third Party Products, and Griptape does not endorse, is not responsible or liable for, and makes no representations or warranties as to any aspect of such Third Party Products, including their content, the manner in which they handle Evaluator’s data (including Evaluator Data and Evaluator Applications), or any interaction between Evaluator and the provider of such Third Party Products. If Evaluator uses the Griptape IPR to connect to LLM Providers, Evaluator acknowledges and agrees that Griptape is not responsible for any output, content, or other materials generated or produced by such LLM Providers. If Evaluator’s access to a particular Third Party Product is terminated or suspended, Evaluator will not be able to use the Griptape IPR to access and use the Third Party Product including submit queries to or receive outputs from an LLM Provider. Evaluator is solely responsible for ensuring that it complies with the terms and conditions of each Third Party Product. Griptape reserves the right to impose limits on Evaluator’s use of components of the Griptape IPR that interface with Third Party Products including by imposing consumption or usage limits, as described in the Acceptable Use Policy (available at https://docs.griptape.ai/griptape-cloud/acceptable-use). Griptape is not liable for any damage or loss caused or alleged to be caused by or in connection with Evaluator’s enablement, access, or use of any such Third Party Products, or Evaluator’s reliance on the privacy practices, data security processes, or other policies relating to or used in connection with the Third Party Products. The providers of Third Party Products shall not be deemed sub-processors of personal information for any purpose.
During the Private Preview Period, Griptape will make commercially reasonable efforts to provide support to Evaluator in connection with its use of the Griptape IPR. Please contact Griptape at firstname.lastname@example.org if you experience any issue with respect to the Griptape IPR. Except as expressly stated in this Agreement, Griptape is under no obligation to support or maintain the Griptape IPR or to provide any updates, upgrades, or other technical support to Evaluator with respect to the Griptape IPR or Evaluator’s Evaluator Data.
11. WARRANTY DISCLAIMER.
THE GRIPTAPE IPR IS PROVIDED “AS IS” “WITH ALL FAULTS”. GRIPTAPE DOES NOT WARRANT THAT THE GRIPTAPE IPR WILL OPERATE WITHOUT ERROR OR INTERRUPTION. GRIPTAPE SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, QUALITY, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY EVALUATOR FROM THE GRIPTAPE IPR OR FROM GRIPTAPE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE GRIPTAPE IPR WILL CREATE ANY WARRANTY REGARDING GRIPTAPE, THE GRIPTAPE FRAMEWORK, OR THE GRIPTAPE IPR THAT IS NOT EXPRESSLY STATED IN THESE TERMS. GRIPTAPE IS NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM ACCESS TO OR USE OF THE GRIPTAPE IPR. EVALUATOR UNDERSTANDS AND AGREES THAT USE OF ANY PORTION OF THE GRIPTAPE IPR IS AT EVALUATOR’S OWN DISCRETION AND RISK, AND THAT GRIPTAPE IS NOT RESPONSIBLE FOR ANY DAMAGE TO PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE GRIPTAPE IPR) OR ANY LOSS OF DATA, INCLUDING EVALUATOR DATA AND EVALUATOR APPLICATIONS.
12. WARRANTIES BY EVALUATOR.
Evaluator represents and warrants to Griptape that: (a) if Evaluator is an entity, it is (i) a corporation, limited liability Griptape, or other business entity duly organized, validly existing, and in good standing in the jurisdiction of its incorporation, organization, or formation, and (ii) duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required; (b) it has the full right, power and authority (i) to enter into this Agreement, (ii) to grant the rights and licenses granted under this Agreement, (iii) to perform its obligations under this Agreement, and (iv) to upload, submit, publish, or otherwise transmit Evaluator’s Evaluator Data; (c) the execution of this Agreement by Evaluator has been duly authorized by all necessary action of Evaluator; (d) Evaluator’s Evaluator Data (including Evaluator Applications) will not infringe, misappropriate, or otherwise violate any intellectual property rights or proprietary rights of any third party; (e) this Agreement will constitute the legal, valid, and binding obligation of Evaluator, enforceable against Evaluator in accordance with its terms; and (f) Evaluator Applications will not subject any portion of the Griptape IPR or any Griptape intellectual property right in any portion of the Griptape IPR to the terms of any “open source” license, including a license that requires, as a condition of use, modification, or distribution of technology subject to such license, that such technology or other technology combined or distributed with such technology (i) be disclosed or distributed in source code form, (ii) be licensed for the purpose of making derivative works, or (iii) be re distributable at no charge.
13. LIMITATION OF LIABILITY.
THE TOTAL LIABILITY OF GRIPTAPE ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED $100. IN NO EVENT WILL GRIPTAPE HAVE LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
Evaluator will indemnify, defend and hold harmless Griptape, its affiliates and their respective directors, officers, employers, agents, successors and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, demands, or actions made by a third party (“Claims”), and all liabilities, settlements, costs, damages and fees (including reasonable attorneys’ fees and costs) incurred or suffered by the Indemnified Parties from Claims arising from or in connection with: (a) Evaluator’s Evaluator Data (including any Evaluator Applications); (b) any breach of this Agreement by Evaluator; (c) Evaluator’s relationship with any provider of a Third Party Product, including any LLM Provider; (d) a violation of applicable law; or (e) the gross negligence or willful misconduct of Evaluator or of any third party acting on Evaluator’s behalf.
Griptape reserves the right to update, change or otherwise modify this Agreement on a going-forward basis at any time and in our sole discretion. If we update this Agreement, we will provide notice of such updates, such as by sending an email notification, providing notice through the Griptape IPR, or updating the “Last Updated” date at the beginning of this Agreement. Updates will be effective on the date Griptape takes any of the actions set forth in the immediately foregoing sentence, unless otherwise stated. Griptape may also, in its sole discretion, require that Evaluator accept any updated Agreement in order to continue (a) to access or use the Griptape IPR, (b) to participate in the Private Preview, or (c) to make available Evaluator’s Evaluator Data through the Griptape IPR and/or for the duration of the Private Preview. By continuing to participate in the Private Preview or by accessing or using the Griptape IPR after Griptape’s posting of an updated Agreement, Evaluator agrees to accept and be bound by the updated Agreement, including all of the terms incorporated therein by reference. To the extent Evaluator does not agree to the updated Agreement, then Evaluator must discontinue its use of the Griptape IPR and its participation in the Private Preview. Except as expressly permitted in this Section 15, this Agreement may be amended only by a written agreement signed by authorized representatives of the parties to this Agreement.
16. MISCELLANEOUS. This Agreement will be governed by the laws of the State of Washington without reference to conflict of law principles. All disputes arising out of or related to the Agreement, will be subject to the exclusive jurisdiction of the state and federal courts located in King County, Washington and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts. Evaluator will not assign this Agreement, directly or indirectly, by operation of law or otherwise, without the prior written consent of Griptape, except that Griptape shall have the right to assign this Agreement to any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. This Agreement is the entire agreement between the parties relating to the subject matter hereof. No waiver of this Agreement will be valid unless in writing signed by each party. The terms of any other document provided by Evaluator to Griptape that conflicts with, or in any way purports to amend, any of the terms of this Agreement are hereby specifically objected to and will be of no force or effect. The Griptape IPR is intended for visitors located within the United States. Griptape makes no representation that the Griptape IPR is appropriate or available for use outside of the United States. Access to the Griptape IPR from countries or territories or by individuals where such access is illegal is prohibited. Evaluator acknowledges that the Griptape IPR may contain features subject to United States and local country laws governing import, export, distribution and use. Evaluator is responsible for its compliance with United States and local country laws and regulations and shall not export, use or transmit the Griptape IPR (a) in violation of any export control laws of the United States or any other country, or (b) to anyone on the United States Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Order.