Terms of Service — Altitudes
Effective Date: [DATE] Company: [LEGAL ENTITY NAME], a Delaware corporation (same entity as GradientShift AI, formed via Stripe Atlas) — exact registered name to be confirmed from Atlas formation documents
Not a substitute for legal review. This is boilerplate drafted for structure and completeness against the product decisions made to date (freemium now, Enterprise tier later, future update-authentication requirements, closed contribution model, open-core licensing model not yet decided). Bracketed items require entity-specific or counsel-reviewed input before this is binding.
1. Acceptance of Terms
By accessing or using Altitudes (the "Software") or any related services provided by [LEGAL ENTITY NAME] ("EverCogi," "Company," "we," "us," or "our"), you ("User," "you") agree to be bound by these Terms of Service ("Terms"). If you do not agree, do not access or use the Software.
2. Definitions
- "Software" means the Altitudes desktop application, in any tier, and any associated updates.
- "Services" means any web, account, or backend services provided in connection with the Software, including authentication and download delivery.
- "Free Tier" means the no-cost version of the Software as offered from time to time.
- "Enterprise Tier" means the paid, organization-oriented version of the Software, offered once released, subject to additional terms in Section 12.
- "Authorized User" means an individual granted access to the Software under a valid account, and, for Enterprise Tier, under a valid organizational subscription.
- "Modified Software" means any version of the Software altered from the form distributed by the Company, including but not limited to reverse-engineered, decompiled, or tampered binaries.
3. Eligibility
You must be at least the age of majority in your jurisdiction, and have the legal capacity to enter into these Terms, to create an account or use the Software.
4. Accounts, Registration, and Authentication
4.1 Account Security
You are responsible for maintaining the confidentiality of your account credentials, including any multi-factor authentication method enrolled to your account, and for all activity under your account. Notify the Company promptly of any unauthorized use.
4.2 Authorized Users (Enterprise)
Once the Enterprise Tier is released, an organizational subscriber is responsible for designating and managing its own Authorized Users, and for their compliance with these Terms.
5. License Grant
5.1 Free Tier License
Subject to these Terms, the Company grants you a limited, non-exclusive, non-transferable, revocable license to install and use the Free Tier of the Software for your own personal or internal business purposes.
5.2 Enterprise Tier License
[TO BE DEFINED AT RELEASE] The Enterprise Tier will be licensed under terms substantially similar to Section 5.1, extended to cover organizational deployment, seat-based or usage-based entitlements, and the additional terms in Section 12.
5.3 Source Availability
[OPEN — BUSINESS DECISION NOT YET MADE] Whether any portion of the Software's source code is published, and under what license (e.g., a source-available license restricting competing hosted offerings), has not yet been determined. Until decided, no license to source code is granted under these Terms, and the Software is provided in binary/compiled form only. This section requires completion before these Terms are treated as final.
6. Subscription Plans, Fees, and Billing
6.1 Free-to-Paid Upgrades and Downgrades
Upgrading from the Free Tier to a paid tier (once available) takes effect as described at the time of purchase. Downgrading may result in loss of access to paid-tier features.
6.2 Auto-Renewal and Cancellation
Paid subscriptions, once available, renew automatically at the end of each billing period unless cancelled prior to renewal. [BILLING PROVIDER TERMS TO BE INCORPORATED BY REFERENCE ONCE SELECTED.]
6.3 Refunds
[POLICY NOT YET DEFINED.]
7. Desktop Software, Updates, and Integrity
7.1 Automatic Updates
The Software may check for and install updates automatically, or prompt you to do so.
7.2 Authorization Requirement for Updates
[FUTURE — NOT YET IMPLEMENTED] The Company intends to require Authorized User authentication before the Software receives or installs updates. Once implemented, an unauthenticated or unauthorized installation may not receive updates, including security updates.
7.3 Prohibition on Modified Software; Integrity Checks
You may not distribute, use, or attempt to authenticate Modified Software against the Company's Services. [FUTURE — NOT YET IMPLEMENTED] The Company intends to implement integrity or authenticity checks to detect Modified Software; use of Modified Software may result in denial of service access, account suspension, or termination.
8. Acceptable Use Policy
You agree not to: (a) use the Software for any unlawful purpose; (b) attempt to circumvent any license, authentication, or integrity mechanism; (c) reverse-engineer, decompile, or disassemble the Software except as permitted by applicable law; (d) resell, sublicense, or redistribute the Software without authorization; (e) use the Software to build a competing product from its source or internals, where such source is made available under Section 5.3.
9. Intellectual Property Rights
"EverCogi," "Altitudes," and associated logos are trademarks of [LEGAL ENTITY NAME]. All right, title, and interest in the Software, exclusive of any components licensed under Section 5.3 or Section 10, remain with the Company. These Terms do not grant you any rights to the Company's trademarks except as necessary to refer to the Software by name.
10. Third-Party and Open-Source Components
The Software may include third-party or open-source components, each subject to its own license terms. A list of such components and their licenses [WILL BE / IS] made available at [LOCATION — e.g., an in-app "About" screen or a NOTICES file].
11. Privacy and Data Processing
Use of the Software and Services is also governed by the Company's Privacy Policy, available at [LINK], which is incorporated into these Terms by reference.
12. Enterprise-Specific Terms
[TO BE DRAFTED AT ENTERPRISE RELEASE] Expected to cover: service-level commitments, support terms, data processing addendum (if Enterprise customers' data is processed), and any Authorized User provisioning/deprovisioning obligations.
13. Disclaimer of Warranties
THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. [REQUIRES COUNSEL REVIEW FOR JURISDICTION-SPECIFIC CONSUMER PROTECTION CARVE-OUTS.]
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR DATA, ARISING FROM YOUR USE OF THE SOFTWARE OR SERVICES. [LIABILITY CAP AMOUNT AND STRUCTURE TO BE SET BY COUNSEL.]
15. Indemnification
You agree to indemnify and hold harmless the Company from any claims, damages, or expenses arising from your breach of these Terms or misuse of the Software.
16. Suspension and Termination
The Company may suspend or terminate your access to the Software or Services for breach of these Terms, including but not limited to use of Modified Software or circumvention of authentication/integrity mechanisms once implemented (Section 7.3). You may stop using the Software at any time.
17. Export Control and Compliance
You represent that you are not located in, or a national of, any country subject to a U.S. government embargo, and that you are not on any U.S. government restricted-party list.
18. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. [DISPUTE RESOLUTION MECHANISM — ARBITRATION CLAUSE, VENUE, ETC. — TO BE DRAFTED BY COUNSEL.]
19. Changes to These Terms
The Company may modify these Terms from time to time. Material changes will be notified via [EMAIL / IN-APP NOTICE]. Continued use of the Software after changes take effect constitutes acceptance.
20. Notices and Contact Information
Notices under these Terms should be sent to [CONTACT EMAIL / ADDRESS].
21. Miscellaneous
If any provision of these Terms is found unenforceable, the remaining provisions remain in full force. These Terms, together with the Privacy Policy and any Enterprise-specific terms, constitute the entire agreement between you and the Company regarding the Software. The Company's failure to enforce any provision is not a waiver of that provision. You may not assign these Terms without the Company's prior written consent; the Company may assign these Terms freely in connection with a merger, acquisition, or sale of assets.