SaaS Agreement

This SaaS Agreement ("Agreement") applies when you or the organization you represent ("Customer", "you") subscribe to a paid Macaron plan or buy credit (a "Subscription"). It supplements the Terms of Service, which also apply, and incorporates the Refund Policy, the Acceptable Use Policy, the Privacy Policy and, where applicable, the Data Processing Addendum ("DPA").

If documents conflict, this order applies, first to last: a signed order form or agreement with Macaron; the DPA (for personal data); this Agreement; the Refund Policy; the Terms of Service; other policies. Terms in your purchase orders or other documents don't apply even if we accept them.

• Plan: the paid tier you choose, with the features, limits and included credit shown on the pricing page or in your order at the time you buy.
• Subscription Period: the monthly or yearly period you pay for in advance.
• Credit: prepaid value used for hosted Computer time and other metered resources.
• Customer Data: Your Content, as defined in the Terms of Service, that you or your users put into the Services under a Subscription.
• Authorized Users: people you allow to use the Services under your Subscription.

During the Subscription Period we will provide the Services and the features of your Plan in line with this Agreement and the documentation, using reasonable skill and care consistent with good industry practice.

We may update the Services, add or remove features, and change underlying providers. We won't materially reduce the core features or included resources of your Plan during a paid Subscription Period. If we do so for reasons outside our control, such as a change in law or a provider ending a service, we'll tell you and you may cancel and receive a pro-rata refund for the remaining period.

We may offer free credit, trials or free plans. They are provided as-is, may have lower limits, can end at any time, and are excluded from any service commitments in this Agreement. If a trial converts to a paid Subscription, we'll tell you the price and the date of the first charge before the trial ends, and you can cancel before then at no cost.

• Prices. Fees are those shown at checkout for your Plan, in U.S. dollars unless stated otherwise.
• Billing in advance. Subscription fees are charged at the start of each Subscription Period through Stripe, using the payment method you provide. You authorize us and Stripe to charge it for all fees due, including renewals.
• Taxes. Fees exclude sales tax, VAT, GST and similar taxes. We collect and remit them where the law requires, based on the billing information you give, and show them on your invoice. Business customers who provide a valid tax ID may be charged under the reverse-charge mechanism where it applies. You are responsible for any taxes we aren't required to collect, other than taxes on our income.
• Failed payments. If a payment fails, we and Stripe may retry it and will notify you. If it remains unpaid 14 days after notice, we may suspend paid features until it's paid.
• Invoices. Receipts and invoices are available in the billing portal. Invoiced business customers pay within 30 days of the invoice date unless an order form says otherwise.
• Model and connected-service usage on your own keys is billed by those providers, not by us, and isn't covered by your Plan.

Your Subscription renews automatically at the end of each Subscription Period for another period of the same length, and you will be charged the then-current price for your Plan, until you cancel. We show the price, billing frequency and renewal terms before you subscribe, and confirm them by email afterwards.

• Cancel online, any time. Cancel from the billing settings in the app, which is as easy as subscribing, or by emailing [email protected]. Cancellation takes effect at the end of the current Subscription Period; you keep access until then and won't be charged again.
• Reminders. For yearly Plans we'll send a reminder between 15 and 45 days before renewal, with the price and how to cancel. If the price of your Plan increases, we'll tell you at least 30 days before the renewal at the new price.
• Refunds on cancellation are covered by the Refund Policy.

These terms are intended to comply with automatic renewal laws, including California's Automatic Renewal Law, New York General Business Law section 527-a, the U.S. Restore Online Shoppers' Confidence Act, and EU and UK consumer law. If a law where you live gives you more rights, those rights apply.

• Upgrades take effect immediately; you pay the prorated difference for the rest of the current period.
• Downgrades take effect at the start of the next Subscription Period. If your use exceeds the lower Plan's limits, you may need to reduce it first.
• Price changes apply from your next renewal after at least 30 days' notice. If you don't accept a price change, cancel before the renewal.

• Credit is used for hosted Computer time and other metered resources at the rates shown in the app when they're used.
• Credit, whether included with your Plan each period or bought as a top-up, doesn't expire while your Account is open. If your Account closes, unused credit ends with it, except where the law where you live requires otherwise.
• Credit has no cash value, can't be transferred or sold, and isn't refundable except as stated in the Refund Policy or required by law.
• When credit runs out, metered resources such as hosted Computers may stop, and their files may be deleted after notice, as described in the Terms of Service.

You are responsible for:

• your Authorized Users' compliance with this Agreement, and for everything done under your Accounts;
• keeping credentials and keys secure and promptly removing access for people who should no longer have it;
• having all rights, consents and legal bases needed for Customer Data, including personal data;
• reviewing agent actions and Output before relying on them, and keeping your own backups and version control;
• complying with the Acceptable Use Policy and with the terms of the model providers and services you connect.

Customer Data belongs to you. We process it only to provide, secure and support the Services, as described in this Agreement, the Privacy Policy and the DPA, and as you instruct through your use of the Services. We never use Customer Data to train AI models, and we never sell it.

You can export or delete Customer Data in the Services at any time. After your Subscription ends you have 30 days to export it; after that we delete it from active systems, and from backups within a further 30 days, except where the law requires us to keep it.

We maintain administrative, technical and physical safeguards appropriate to the nature of Customer Data, including encryption of stored keys with AES-256-GCM, encryption in transit, isolation of agent runs, access controls and audit logging, described further in the DPA. We will notify you without undue delay, and in any case within 72 hours of becoming aware, of a security incident that leads to unauthorized access to Customer Data, and will cooperate with you in responding to it.

"Confidential Information" is non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood to be confidential, including Customer Data and our non-public product information. The receiving party will use it only to perform under this Agreement, protect it with at least reasonable care, and disclose it only to people who need it and are bound by similar duties. This doesn't apply to information that is or becomes public through no fault of the receiving party, was already known to it, is received lawfully from a third party, or is independently developed. A party may disclose Confidential Information when required by law, after giving the other party notice where lawful.

We own the Services and all improvements to them; you own Customer Data and Output, as described in the Terms of Service. Nothing in this Agreement transfers ownership of either party's intellectual property except as expressly stated. We may use aggregated and de-identified information about how the Services are used, which doesn't identify you or include Customer Data, to operate and improve them.

• We use commercially reasonable efforts to keep the Services available 24 hours a day, 7 days a week, except for planned maintenance, which we try to schedule outside peak hours and announce in advance when it may cause noticeable disruption.
• Availability depends on third parties, including hosting, model and identity providers and the internet, which we don't control.
• Unless a signed order form includes a service-level agreement, we don't guarantee a specific uptime. If paid features are unavailable for more than 72 consecutive hours because of our fault, you may request a credit or refund as described in the Refund Policy.
• Support is provided by email at [email protected]; we aim to reply within two business days.

We may suspend all or part of the Services if payment is overdue after notice, if you or your users breach the Acceptable Use Policy, if your use threatens the security, integrity or availability of the Services or others, or if required by law. We'll limit a suspension to what is reasonably necessary, give notice beforehand where we reasonably can, and restore access promptly once the cause is resolved.

• Term. This Agreement starts when you first subscribe and continues until all Subscriptions end.
• For convenience. You may cancel at any time as described in section 6. We may end a Subscription for convenience with 30 days' notice and a pro-rata refund of prepaid fees for the unused period.
• For cause. Either party may terminate if the other materially breaches this Agreement and doesn't cure the breach within 30 days of written notice, or immediately if the other becomes insolvent or ceases business. If you terminate for our breach, we refund prepaid fees for the unused period.
• Effect. On termination, your access ends, unpaid fees for periods already used become due, and you have 30 days to export Customer Data. Sections that by their nature should survive do so.

Each party confirms it has the authority to enter this Agreement. We confirm that the Services will perform materially as described in the documentation during the Subscription Period, and that we will not knowingly introduce malicious code into them. Your exclusive remedy for a breach of this warranty is for us to fix the non-conformity or, if we can't within a reasonable time, to let you terminate and receive a pro-rata refund.

Except as stated in this section, the Services and Output are provided as described in the Disclaimers section of the Terms of Service. AI Output may be inaccurate, and you are responsible for reviewing it.

By us. We will defend you against any third-party claim that the Services, as provided by us, infringe that party's intellectual property rights, and pay the damages and costs finally awarded or agreed in settlement. If the Services are or may be found infringing, we may modify them, get you the right to keep using them, or end the affected Subscription and refund prepaid fees for the unused period. This doesn't apply to claims arising from Customer Data, Output, Third-Party Services, combinations with things we didn't provide, or use in breach of this Agreement.

By you. You will defend us against any third-party claim arising from Customer Data, your or your users' use of the Services or Output in breach of this Agreement or the law, or actions taken by agents you ran, and pay the damages and costs finally awarded or agreed in settlement.

Process. The indemnified party must promptly notify the other, give it sole control of the defence and settlement (no settlement may impose obligations on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR GOODWILL, ARISING FROM THIS AGREEMENT, EVEN IF ADVISED OF THEIR POSSIBILITY. EACH PARTY'S TOTAL LIABILITY ARISING FROM THIS AGREEMENT IS LIMITED TO THE FEES PAID AND PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.

These limits don't apply to your obligation to pay fees, to either party's indemnity obligations, to breaches of confidentiality, or to liability that can't be limited by law, such as fraud, gross negligence or wilful misconduct.

Each party will comply with laws that apply to its performance of this Agreement, including data protection, export control, sanctions and anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the UK Bribery Act. You will not use the Services in, or make them available to people in, embargoed countries or restricted parties, as set out in the Terms of Service.

The Services are "commercial computer software" and "commercial computer software documentation" under FAR 12.212 and DFARS 227.7202. U.S. government users acquire only the rights set out in this Agreement and the Terms of Service.

We won't use your name or logo to identify you as a customer without your written permission, which you can withdraw at any time.

• Governing law and disputes. This Agreement is governed by the laws of the State of Florida, and disputes are resolved as set out in the Terms of Service, including arbitration where it applies.
• Notices to us go to [email protected], and to you to the email of your Account. Notices are effective when sent, unless the sender receives a delivery failure.
• Assignment. Neither party may assign this Agreement without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its relevant assets, with notice.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations.
• Independent parties, no third-party beneficiaries, severability, no waiver and entire agreement apply as set out in the Terms of Service.