end user license agreement

Poolside Terms of Use

These Poolside Terms of Use (this “Agreement”) govern your access to and use of the Site and the Products (defined below). It is entered into between you or the entity you represent (“you” or “Customer”) and Poolside, Inc., a Delaware corporation with offices at 548 Market St., PMB 53385, San Francisco, CA 94104-5401, USA (“Poolside”). This Agreement takes effect on the earliest of: (a) the date you click an “I Accept” button or check box presented with these terms; (b) the date you create an account; or (c) the date you first access or use any Product (the “Effective Date”). By accessing or using the Site or any Product, creating an account with Poolside, or clicking a button or box indicating your acceptance of this Agreement, you are agreeing to the terms of this Agreement, and it becomes a binding contract between you and Poolside.

You represent that you are lawfully able to enter contracts (for example, you are not a minor). If you do not agree to the terms of this Agreement, you are prohibited from using any Product.

Arbitration Notice and Class Action Waiver: You agree that disputes between you and Poolside will be resolved by binding, individual arbitration, and you waive your right to participate in a class action lawsuit or class-wide arbitration, as set forth in Section 11.2.

1. Definitions

“Acceptable Use Policy” or “AUP” means Poolside’s acceptable use policy available at https://poolside.ai/legal/acceptable-use-policy, as updated from time to time.

“Content” means any content, data, or information you submit to or receive through the Site, including prompts, code, output, and feedback.

“Documentation” means Poolside’s user guides, technical documentation, and related materials made available at https://docs.poolside.ai/, as updated from time to time.

“Feedback” means any ratings, suggestions, ideas, comments, or other feedback you provide to Poolside regarding any Product.

“Poolside IP” means the Site and Products, all related software and Documentation, and all intellectual property rights therein or related thereto, including all modifications, updates, and derivative works. Poolside IP does not include your Content.

“Poolside Parties” means Poolside, its affiliates, its and their licensors and service providers, and each of their respective officers, directors, employees, agents, successors, and assigns.

“Product” means each product or service Poolside makes available under this Agreement, including software applications, APIs, and any other software or services that Poolside makes publicly available. Products may be accessed via API, web-based interface, or downloadable software, as applicable.

“Site” means poolside.ai and any associated web-based interfaces operated by Poolside.

2. Use of Our Products

2.1 License
Subject to this Agreement, Poolside grants you a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to access and use the Site and Products, in accordance with this Agreement, the Documentation, and the AUP. Poolside may modify, enhance, or discontinue the Site or any Product at any time without notice.

2.2 Use Restrictions
You will not, directly or indirectly:

  1. Use the Site or any Product in any way that is not expressly allowed by this Agreement;
  2. copy, modify, or create derivative works of the Site or any Product;
  3. except where such restriction is prohibited by applicable law, reverse engineer, reverse assemble, reverse compile, decompile, translate, or otherwise attempt to discover the source code or underlying components of any Product;
  4. remove any proprietary or legal notices from the Site or any Product;
  5. probe, scan, or attempt to penetrate the Site or any Product, except as expressly authorized by Poolside in writing;
  6. abuse, harm, interfere with, or disrupt the Site or any Product or Poolside’s systems or infrastructure;
  7. resell, sublicense, or otherwise make any Product available to third parties as a standalone offering;
  8. use any Product for commercial time-sharing or service bureau purposes;
  9. access or use any Product in a way intended to circumvent applicable fees or usage limits;
  10. use any Product to process, store, or send highly sensitive information, except as expressly permitted by Poolside in writing;
  11. use any Product in violation of any applicable law or any third-party right, or the AUP; or
  12. permit or enable any third party to do any of the foregoing.

3. Your Responsibilities

3.1 Account Creation and Security
You must be at least 18 years old or the minimum age required to consent to use the Products in your location. To access certain Products, you may be required to create an account.
You must provide accurate, current, and complete information when creating your account and keep that information up to date. You may not share your account credentials or make your account available to anyone else. You are responsible for keeping your credentials confidential and for all activity that occurs under your account. If you learn of any unauthorized access to or use of your account, you must notify Poolside promptly at notices@poolside.ai.

3.2 Your Content
You keep any rights you have in your Content. Poolside does not claim ownership of your Content. You are solely responsible for all Content you submit to the Site.

3.3 Output Reliance
Output is generated by AI and may not always be accurate, complete, or appropriate. You acknowledge that:

  1. output may contain material inaccuracies; and
  2. you should not rely on any output without independently verifying its accuracy.

3.4 Similarity of Output
Due to the nature of AI, output generated by the Products may not be unique across users.

3.5 Data Privacy and Security
Poolside will maintain commercially reasonable safeguards designed to protect against accidental or unauthorized access or disclosure of your Content.

4. Our Use of Your Content, Opting Out

We may use your Content to provide, maintain, improve, and develop the Products unless you opt-out. If you access the Products directly through the Site, you may opt-out of Poolside using your Content for training by selecting the Training Opt-Out under User Settings.

5. Intellectual Property and Data

5.1 Poolside IP Ownership
The Products are made available by Poolside together with its affiliates, licensors, and service providers. Poolside and its Providers each retain all right, title, and interest in and to their respective technology, software, and intellectual property embodied in or underlying the Products. This Agreement does not convey to you any ownership interest in the Products or any Poolside IP.

5.2 Feedback
Providing Feedback is optional, but if you do, by providing Feedback, you grant Poolside a worldwide, perpetual, irrevocable, royalty-free license to use, incorporate, and exploit that Feedback without restriction or obligation.

5.3 Use of Poolside’s Brand
Your use of Poolside Marks is governed by Poolside’s Trademark Guidelines, available at https://poolside.ai/legal/trademark-guidelines.

5.4 Product Metrics
Poolside may collect and analyze metadata and usage about your use of the Products. Product Metrics do not include your Content.

5.5 Reservation of Rights
Except for the limited rights expressly granted in this Agreement, nothing in this Agreement gives either party any intellectual property rights.

6. Fees and Payment

Certain Products or features may require payment of fees as described. All fees are exclusive of applicable taxes. You are responsible for all applicable sales, use, and similar taxes imposed on amounts due under this Agreement.

7. Warranty Disclaimers

THE PRODUCTS AND ALL POOLSIDE IP ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE POOLSIDE PARTIES DISCLAIM ALL WARRANTIES.

8. Indemnification

You will indemnify, hold harmless, and defend the Poolside Parties from any and all liabilities, claims, damages, expenses, and other losses arising out of or related to your access to, use of, or alleged use of the Products or your Content.

9. Limitations of Liability

IN NO EVENT WILL POOLSIDE BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.

10. Term and Termination

This Agreement starts on the Effective Date and continues until terminated. You may stop using the Products and close your account at any time.

11. Miscellaneous

11.1 Governing Law
This Agreement is governed by the laws of the State of California, United States.

11.2 Dispute Resolution, Arbitration
You and Poolside agree to resolve all disputes through binding arbitration in San Francisco, California.

11.3 Export Controls
You will use the Products only in compliance with all applicable export control and sanctions laws and regulations.

11.4 U.S. Government Customers
This Agreement will bind the U.S. Government as an end user.

11.5 Assignment
You may not assign or transfer this Agreement without Poolside’s prior written consent.

11.6 Waiver
No waiver is effective unless made in writing and signed by an authorized representative of the waiving party.

11.7 Force Majeure
Neither party will be liable for any failure or delay in performance caused by circumstances beyond its reasonable control.

11.8 Notices
Notices to Poolside under this Agreement must be sent to notices@poolside.ai.

11.9 Relationship of the Parties
The parties are independent contractors.

11.10 No Third-Party Beneficiaries
This Agreement does not create any third-party beneficiary rights.

11.11 Entire Agreement, Modifications, Severability
This Agreement constitutes the entire agreement.