Terms of Service

I. Introduction

Managed Code SAS (SIREN: 912049053, legal address: 2 Avenue Pierre Angot, 64000 Pau, France) (hereinafter - the "Managed Code", "We", "Our" and "Us") offers to natural person, corporate or unincorporated body (whether or not having separate legal personality) (collectively, "You" or "Your") the services listed below under the section "Our Services" (hereinafter - the "Services").

These "Terms of Service" (hereinafter - the "Terms") govern Your use of Our Services, which are currently available at https://prostir.build/ and https://app.prostir.build/, and other web pages under the same domain name structure (hereinafter collectively referred to as - the "Website").

Note: Managed Code is the sole owner and operator of the Website.

In order to use Our Services, You must agree to all the Terms set forth below, without any objections or modifications to the Terms or to any operating rules and policies. By accepting these Terms, You also must agree with Our Privacy Policy, available at https://prostir.build/privacy. Please read Our Privacy Policy to know what data We collect, process, use, and share about You and the lawfulness of such Our actions.

Your voluntary and full consent to these Terms, including Our Privacy Policy, is provided to Us at the moment (date) under the following circumstances:

by providing your personal consent through a pop-up questionnaire (by clicking the "Accept" button) on Our Website upon Your initial visit, or on any repeat visit if you have made appropriate settings in Your web browser regarding the setting of "Cookie Files" and visiting Our Website repeatedly;
through Registration on Our Website (as described below); and/or
by making any payment for Our Services either after Registration.

Note: By clicking "I Agree," "Accept," or any similar button, checking a box to indicate Your consent, and/or by accessing, registering for, payment for, or otherwise using Our Services, You acknowledge that such actions constitute Your full and unconditional acceptance of these Terms, as a legally binding clickwrap and browsewrap agreement between You and Managed Code, governed by the laws of the French Republic. By accepting these Terms in one of the ways mentioned above, You represent and warrant that You have the legal capacity and authority to enter into these Terms. The Services are provided on an "as-is" and "as available" basis, and Your access to or use of them signifies Your agreement to be bound by all provisions of these Terms, as may be amended from time to time. Thus, You agree, on behalf of yourself and all members of Your household and others who use any Service under Your registration number (account), to be bound by all of these Terms. If You do not agree to these Terms, in whole or in part, You must not access or use Our Services.

II. Our Services

Our services through Website is a no-code platform for launching custom AI apps - "Prostir" - which is developed, solely owned, and operated by Managed Code (the "Services"). The Services are made available online through the Website, subject to these Terms and Our Privacy Policy. We reserve the right to modify, expand, or discontinue any aspect of the Services at any time, at Our sole discretion.

Age Restriction. The Services are intended exclusively for individuals aged 18 years and older. A person under the age of 18 may only use the Services with the express written consent of their parent or legal guardian, in accordance with the provisions of Our Privacy Policy. If We become aware that a person under 18 years of age is using the Services without such consent, We will take all appropriate measures to suspend or terminate that person's access to the Services, and, where possible, notify them via email that continued use requires submission of written parental or guardian authorization.

Note: By accessing or using the Services, You confirm that You meet the above eligibility requirements and agree that the use of the Services in violation of this section constitutes unauthorized access.

End Users. The User acknowledges and agrees that, in using the Services, it may offer, distribute, or otherwise make available to its end users, customers, clients, or other third parties (hereinafter - the "End Users") products, services, content, materials, or functionality that are generated, enabled, facilitated, or otherwise made available as a result of the User's use of the Services.

The Managed Code provides the Services solely to the User and not to any End User. For the avoidance of doubt, no End User shall be deemed to be a client, customer, user, beneficiary, or contracting party of Managed Code solely by virtue of accessing, using, receiving, or otherwise interacting with any products, services, content, materials, functionality, or other deliverables created, generated, enabled, or made available by the User through or as a result of the Services. The Managed Code does not assume, and expressly disclaims, any duty of care, contractual obligation, fiduciary duty, or other responsibility whatsoever towards any End User in connection with the Services, the User's use of the Services, or any products, services, content, data, or communications made available by the User to such End Users.

The User shall remain solely and exclusively responsible for: (i) its relationship with End Users; (ii) the content, quality, legality, accuracy, completeness, availability, and performance of any goods, services, materials, or information provided by the User to End Users; (iii) all representations, warranties, promises, commitments, and disclosures made by the User to End Users; (iv) all complaints, claims, disputes, chargebacks, refunds, liabilities, losses, damages, costs, and expenses arising out of or in connection with the User's dealings with End Users; and (v) End Users' compliance with the terms of this Terms.

To the maximum extent permitted by applicable law, the Managed Code shall have no liability to any End User for any act, omission, error, failure, interruption, delay, defect, non-performance, misuse, breach, or other matter arising out of or relating to the Services or to the User's own business, operations, or dealings with such End User. Any claim or complaint arising from the User's services or conduct vis-a-vis End Users shall be brought, if at all, solely against the User and not against the Managed Code.

The User shall indemnify, defend, and hold harmless the Managed Code, its affiliates, and their respective directors, officers, employees, contractors, and agents from and against any and all claims, proceedings, losses, liabilities, damages, penalties, fines, costs, and expenses, including reasonable legal fees, arising out of or in connection with any claim brought by an End User against the Managed Code relating to the User's products, services, content, communications, representations, or conduct.

III. Registration to Use Our Services

Registration Procedure. To access and use the Services, You must create a personal user account for Yourself and/or for a limited number of Your authorized representatives (each, an "Authorized User"). Creating an account on the registration web page https://app.prostir.build/signin of the Website by entering the verification code and checking the relevant consent checkboxes. By doing so, You sign up (create an account) directly through Us, or via a using a single sign-on mechanism (hereinafter - the "SSO") provided by third-party authentication services (e.g., Google). The SSO is used solely for authentication and account creation purposes. When You authenticate through SSO, the third-party provider transfers to Us only the data necessary to complete the basic registration process and enable You and/or Your Authorized Users to access and use the Services in accordance with these Terms.

Subscription Packages. After registration, You may begin using the Services on a one-time "Trial" basis and subsequently exclusively under one of the available "Paid" subscription plans, selected at Your discretion, with automatic monthly renewal (unless You cancel). Upgrades are subject to payment and the terms outlined in Section IV (Payments for Our Services).

Accuracy of Information. You must provide a valid, accurate, and up-to-date email address and account information. You are solely responsible for ensuring the correctness of all information submitted during registration and for promptly updating Your account in the event of any changes.

Approval of Registration. All account registrations are subject to Managed Code's approval. Managed Code reserves the right, at its sole discretion, to reject any registration request without explanation. If Your registration is approved, Managed Code will notify You or grant immediate access, as Authorized User.

Account Security. You are solely responsible for maintaining the confidentiality of Your account credentials and for all activities occurring under Your account. You must not disclose Your password to any third party and must take all reasonable measures to protect Your login information.

Disclaimer of Liability. Managed Code shall not be responsible (including financially or otherwise) for any consequences arising from Your failure to provide accurate registration information, maintain account security, or comply with these Terms.

Deletion of an Authorized User Account. You may delete an Authorized User account at any time through the personal dashboard at https://app.prostir.build/settings by clicking the "Delete" button. Please note that the deletion of an account is subject to the provisions of Section "VI. Refund Policy" of these Terms.

IV. Payments for Our Services

Subscription-based services. Access to Our Services is provided on a one-time "Trial" basis and subsequently exclusively through the "Paid" subscription plan. Fees for "Paid" subscription package are processed via the Stripe payment system. All fees are quoted in USD, excluding applicable taxes (e.g., Sales Tax) and any bank or payment processing fees, all of which are Your responsibility.

Recurring payments. Unless You cancel Your subscription in accordance with these Terms, or Managed Code cancels pursuant to the provisions herein, You will be automatically billed for the applicable subscription fee on a recurring basis corresponding to the subscription term. You acknowledge and agree that Managed Code shall not be liable for any interruption, suspension, or failure of Services resulting from inaccurate, outdated, incomplete, or otherwise incorrect payment or banking information provided by You to the Stripe payment system, and that You remain solely responsible for ensuring the accuracy and validity of such information.

Payment obligations. All amounts for subscription services must be paid in full by the due date specified in the relevant invoice or payment schedule. Payments shall be made without any withholding, set-off, or counterclaim. Except as expressly set forth herein or required by applicable law, all subscription payments are non-refundable. Termination or expiration of the subscription term does not relieve You of any payment obligations accrued prior to termination or expiration.

Changes to subscription packages. Managed Code may, at its sole discretion, modify subscription packages, pricing, features, or options from time to time. Any such changes shall become effective no earlier than thirty (30) days after being posted on the Platform. You are responsible for reviewing the Platform periodically to remain informed of any updates.

Payment processing via Stripe. Managed Code does not collect, store, or process Your banking or payment data. All payment processing is conducted securely by Stripe in accordance with their privacy policy and terms of service. Managed Code shall not be responsible or liable (including jointly or severally) for any acts or omissions of Stripe, including collection, processing, storage, transfer, or use of Your payment data. You are solely responsible for maintaining the confidentiality of Your Stripe account credentials and for all activities conducted under Your account. You must not share Your login credentials with any third party and must take all necessary measures to protect Your Stripe account.

Upgrading subscription packages. You may upgrade to a higher-tier subscription package at any time by paying the difference between the original package and the upgraded package. Such upgrade payments shall be processed in accordance with the same Terms and procedures outlined herein.

V. Non-Paid Fees

Overdue payments. In the event that You fail to pay a subscription invoice or any other amount due for the Services (whether automatically processed via Stripe or otherwise) within ten (10) banking days of the due date, Managed Code reserves the right, at its sole discretion, including but not limited to:

Declare all amounts owed to Managed Code to be immediately due and payable;
Suspend or restrict Your access to the Platform and Services until full payment is received;
Temporarily disconnect You from the Services until payment is made; and/or
If the debt remains unpaid for more than thirty (30) calendar days, refer the debt to a third-party collection agency or take other lawful steps to recover the amounts owed, at Our sole discretion, without prior notice to You.

No violation. Any action taken by Managed Code under this Section shall not constitute a breach of these Terms or any obligation of Managed Code and is solely to protect Managed Code's rights and interests.

Provision of Services in absence of debt. If You have no outstanding debts to Managed Code, the Services shall continue to be provided for the full agreed term, except in cases of force majeure or if You request a temporary suspension of Services, which shall be governed by these Terms or any applicable cooperation agreement.

Disclaimer of liability. Managed Code shall not be liable for any direct, indirect, incidental, or consequential damages arising from the suspension, restriction, or termination of Services due to non-payment under this Section.

VI. Refund Policy

Non-refundable nature. Except as expressly required by applicable law, all payments for subscription fees or Service packages are non-refundable.

Limited refund for unused Services. Notwithstanding the foregoing, Managed Code may, at its sole discretion, issue a refund for unused Services from a purchased Service package only if You submit a refund request in writing within seven (7) calendar days from the date of purchase. Requests submitted on the eighth (8th) day or later shall not be eligible for a refund.

Requirements for a refund request. A refund request will be considered valid only if You provide:

A written refund request; and
Documentary proof of payment for the relevant Services.

Review and processing. Managed Code reserves the right to review and verify all documents and information submitted in connection with a refund request before processing any refund. Refunds shall be issued using the same payment method as the original transaction, unless otherwise agreed in writing by Managed Code and You.

No liability for fees. Managed Code shall not be responsible for any bank charges, processing fees, currency conversion fees, or other costs associated with the refund transaction.

Finality. Any refund issued shall constitute full and final settlement of all claims related to the relevant Service package.

VII. Termination and Suspension of Our Services

Termination or suspension by Managed Code. Managed Code may, at its sole discretion and without prior notice, suspend, restrict, or terminate Your access to or use of the Platform and/or Managed Code, in whole or in part, if:

Managed Code reasonably determines that Your actions or omissions violate these Terms, threaten the integrity, security, or reputation of the Platform or Managed Code, or otherwise materially adversely affect Managed Code or third parties;
You fail to pay any fees, charges, or other amounts due under these Terms;
You breach any applicable law, regulation, or third-party right in connection with Your use of the Platform and/or Managed Code.

Termination or suspension at User request. You may request Managed Code, in writing, to:

Temporarily suspend the Services, stating the reason for such request; or
Terminate Your use of the Services, either unilaterally (if permitted under the agreement) or by mutual agreement.

Effect of termination. Termination of Services by either party does not relieve You of any obligations or liabilities accrued prior to termination, including payment of outstanding fees. Full termination of business relations occurs only after all amounts owed by You to Managed Code have been fully paid.

No liability. Managed Code shall not be liable (including financially or otherwise) for any damages, losses, or consequences arising from suspension or termination of the Services in accordance with this Section, whether direct, indirect, incidental, or consequential.

Survival. The rights and obligations set forth in these Terms that, by their nature, should survive termination (including, but not limited to, disclaimers, indemnification, intellectual property rights, and limitations of liability) shall survive any suspension or termination of Your access to or use of the Platform and/or Services.

VIII. Your Responsibilities When Using Our Services

You agree to comply with all applicable laws, rules, and regulations and to use the Platform and Services only for lawful purposes. Without limiting the generality of the foregoing, You must not, and shall not permit any third party to:

Attempt to gain unauthorized access to the Platform, Services, or any accounts, systems, or networks connected to the Services.
Use any outputs, results, or content generated by the Services, in whole or in part, for fraudulent purposes, malware distribution, or any actions that may harm Managed Code or any third party.
Utilize robots, spiders, scrapers, crawlers, or any automated or manual methods to monitor, copy, extract, or replicate content from the Platform and the Services.
Violate any provision of these Terms, including obligations regarding confidentiality, data usage, or intellectual property.
Enter into separate agreements or arrangements with third parties that attempt to integrate, connect, or interact with the Platform and/or Services outside of the Platform and/or Services' intended scope. Managed Code shall not be responsible (including financially) for compliance with or performance under any such separate agreements.

Guidelines for Using Managed Code's (including Prostir) Name and Logo. If You have received Managed Code's prior written consent to use its name and/or logo for marketing or other purposes outside the Platform or Services, You must adhere to the following rules:

Always use the name correctly, without altering its spelling or style.
Use the logo in its original form, maintaining its color, size, and proportions.
Ensure the name and/or logo are used in a positive context and do not imply sponsorship, endorsement, or affiliation unless explicitly authorized.
Refrain from using the name or logo in any misleading, offensive, illegal, or otherwise inappropriate context.
Follow any additional written instructions provided by Managed Code regarding its name and logo.

Note: Any breach of these responsibilities may result in suspension or termination of Your access to the Services, and You shall be fully responsible for any resulting claims, damages, or losses (including legal and financial consequences) incurred by Managed Code or third parties.

IX. Intellectual Property

Ownership. The Website (including Service), all components thereof, and any content accessible through them (collectively, the "Platform"), including but not limited to software code, technical infrastructure, design elements, structure, architecture, databases, and all forms of content such as text, images, graphics, audiovisual works, animations, music, sound effects, logos, trademarks, and other intellectual creations (whether registered or unregistered), are and shall remain the exclusive property of Managed Code SAS and/or its licensors. All elements of the Platform are protected by applicable intellectual property laws, including, without limitation, copyright, trademark, patent, trade secret, and database protection laws.

Retention of rights. Managed Code retains all right, title, and interest in and to its technology, know-how, and any intellectual property or proprietary materials developed, used, or provided by Managed Code in connection with the Platform, including any modifications, enhancements, or derivative works thereof, whether or not such elements are visible or accessible to You.

Limited license. Nothing in these Terms shall be construed as granting You any ownership or other rights in the Platform or any intellectual property therein, except for a limited, revocable, non-transferable, non-sublicensable, and non-exclusive right to access and use the Platform solely in accordance with its intended purpose and these Terms, on an "AS IS" and "AS AVAILABLE" basis.

User representations and responsibilities. You represent and warrant that You have obtained all necessary rights, consents, licenses, and permissions to lawfully access, receive, and use the Services and any content or results generated therefrom. You acknowledge and agree that You are solely responsible (including financially and legally) for ensuring that Your use of the Platform and any outputs, deliverables, or derivative works resulting from the Services comply with all applicable laws, regulations, and third-party rights, including intellectual property rights.

Restrictions. You may not modify, copy, reproduce, publish, transmit, distribute, sell, lease, license, sublicense, create derivative works of, or otherwise exploit any part of the Platform's underlying technology, infrastructure, design elements, components, or proprietary content, for commercial or non-commercial purposes, without Managed Code's prior written consent. Any unauthorized use of the Platform or its proprietary content is strictly prohibited and may result in liability for damages, including legal and financial consequences. For the avoidance of doubt, this restriction applies solely to Managed Code's proprietary technology and Platform components and does not restrict Your right to use, commercialize, or distribute the AI applications You build or the outputs generated by such applications through the Platform, subject to the terms of the "User-Generated Applications and Outputs" subsection below.

Note: Managed Code expressly disclaims any and all liability, whether direct, indirect, incidental, consequential, or otherwise, arising from or related to Your access to or use of the Platform, its components, content, or any results, outputs, or deliverables obtained through the Services. You acknowledge that all Services are provided on an "AS IS" and "AS AVAILABLE" basis, and Your use of the Platform and Services is at Your sole risk.

User-Generated Applications and Outputs. As between You and Managed Code, You retain full ownership of and all intellectual property rights in: (i) any AI applications, workflows, or other deliverables that You create using the Platform ("User Applications"); and (ii) any outputs, results, content, or data generated by such User Applications when deployed to Your end users ("Outputs"). Managed Code makes no claim of ownership over Your User Applications or Outputs. Nothing in these Terms shall be construed to grant Managed Code any rights in or to Your User Applications or Outputs beyond what is strictly necessary to provide the Services.

User Responsibility for Applications and Outputs. You are solely and exclusively responsible for Your User Applications and Outputs, including: (i) ensuring their legality, accuracy, and compliance with all applicable laws, regulations, and third-party rights, including intellectual property rights; (ii) compliance with the terms of service, usage policies, and acceptable use policies of any underlying AI providers whose models or APIs are used in connection with the Platform (including, without limitation, OpenAI and Anthropic), which obligations flow down to You as a downstream user; (iii) all representations, warranties, and disclosures made to Your end users in connection with Your User Applications; and (iv) any claims, losses, damages, or liabilities arising from or relating to Your User Applications or Outputs. Managed Code shall have no liability whatsoever for any User Applications or Outputs, and You shall indemnify and hold harmless Managed Code from any claims arising therefrom.

X. Third-Party Links

The Platform may contain links to third-party websites, applications, services, or content ("Third-Party Services") that are not owned, operated, or controlled by Managed Code. Managed Code has no control over, and assumes no responsibility or liability (including financial or consequential) for, the availability, accuracy, legality, reliability, or content of such Third-Party Services, including their terms of use, privacy policies, or any other practices.

You acknowledge and agree that Your access to or use of any Third-Party Services is at Your sole risk. Managed Code shall not be responsible or liable, directly or indirectly, for any damage, loss, claim, liability, or other consequences arising from or in connection with: (a) Your reliance on, use of, or interactions with Third-Party Services; (b) any goods, services, or content made available through Third-Party Services; or (c) any disputes between You and third parties, including other users of the Platform or third-party service providers.

You hereby release, waive, and discharge Managed Code and the Managed Code Parties from any and all claims, demands, losses, liabilities, damages, costs, or expenses (including attorneys' fees) arising out of or relating to Your use of, or reliance on, any Third-Party Services. Managed Code shall have no obligation to intervene, mediate, or participate in any dispute between You and any third party.

Note: These Terms govern only the relationship between You and Managed Code and do not apply to Your relationship with any third party. You are solely responsible for reviewing and understanding the terms, conditions, and privacy policies of any Third-Party Services You access. Managed Code strongly recommends that You read and understand such terms before using any Third-Party Services.

XI. Our Obligations

Efforts to provide Services. Managed Code makes commercially reasonable efforts to provide the Services in a professional and reliable manner, including by maintaining qualified personnel, using licensed software, and applying industry-standard procedures and practices.

Limitations of responsibility. Notwithstanding the foregoing, Managed Code shall not be liable for any difficulties, delays, interruptions, or temporary unavailability of the Services resulting from, including but not limited to: (a) failures, outages, or malfunctions of Your equipment, servers, networks, cables, or systems not provided by Managed Code; (b) interruptions by Internet service providers, telecommunications operators, or other third parties; (c) Your acts or omissions, including misconfigurations, misuse, or unauthorized modifications; (d) force majeure events, including natural disasters, war, civil unrest, epidemics or pandemics, governmental action, or any events beyond Managed Code's reasonable control.

Data security and protection. Managed Code will implement commercially reasonable technical and organizational measures to protect the Services and underlying infrastructure, detect and prevent unauthorized access or malicious acts, and restore or recover data as reasonably practicable. However, Managed Code does not guarantee absolute security or uninterrupted operation and shall have no liability for any loss, corruption, or unauthorized access to data arising outside Managed Code's control.

Substitution. Managed Code may substitute legal entity who shall be subrogated to all of Managed Code's rights and obligations under the contractual relationship, without Your prior consent. Managed Code will notify You of any such substitution by any means.

Monitoring and moderation of content. Managed Code reserves the right, but is not obligated, to monitor, review, moderate, edit, block, or remove any content submitted to or made available on the Platform that, in Managed Code's sole discretion, including but not limited to: (a) violates applicable law or these Terms; (b) is harmful, objectionable, abusive, fraudulent, or otherwise inappropriate; or (c) may interfere with the proper operation or security of the Platform. Managed Code shall have no liability for any action taken under this Section.

XII. Absolute Disclaimer, Release, Assumption of Risk and Indemnity

To the fullest extent permitted by applicable law, Managed Code, its affiliates and each of their officers, directors, employees, agents, independent contractors, licensors, and suppliers (collectively, the "Managed Code Parties") shall have no liability whatsoever (whether in contract, tort, strict liability, statute or otherwise), and shall be fully released and discharged by You, for any and all claims, demands, losses, liabilities, damages, costs, or expenses (including attorneys' fees), whether direct, indirect, incidental, special, exemplary, punitive, consequential or otherwise, including but not limited to any financial loss, loss of profits, loss of data, loss of business or goodwill, arising out of or in any way connected with, but not limited to:

Your access to or use of the Platform or Services;
Your acts, omissions, or decisions while using the Platform or Services;
any reliance on, use of or inability to use any content, Materials, or results provided through the Platform or Services;
any interaction with third parties via the Platform or Services;
any interruption, suspension, modification, or termination of the Platform;
any errors, bugs, viruses, or other harmful components;
delays, failures, or disruptions caused by events beyond Managed Code's reasonable control, including but not limited to acts of God, natural disasters, epidemic or pandemic, war, civil unrest, terrorism, governmental action, outages of third-party services or networks, strikes, labor disputes, supply chain failures, or other force majeure events;
any delays, failures or losses arising from or related to third-party services, vendors, hosting providers, APIs, payment processors, or other external integrations used by Managed Code or by You in connection with the Platform;
any claims, losses or damages resulting from content, data or materials provided by You or by third parties (including publicly available data), or from Your reliance on third-party data accessed via the Platform;
use of beta, preview, experimental or deprecated features, modules or APIs made available by Managed Code, which may be unstable, modified or removed at any time without liability;
any payment processing errors, banking delays, currency conversion issues, fees, or chargebacks arising from use of the Platform or payment for Services;
security incidents, data breaches or unauthorized access caused by Your devices, credentials, negligent security practices, or actions of third parties outside Managed Code's reasonable control;
any losses, interruptions, or restrictions resulting from governmental, regulatory or law-enforcement actions, sanctions or legal process affecting the Platform or its availability;
scheduled maintenance, updates, system upgrades, or other routine activities that may temporarily degrade or interrupt the Platform's functionality; or
any losses resulting from Your breach of these Terms, misuse of the Platform, violation of applicable laws, or misuse by Your end-users or customers.

You expressly assume all risks associated with Your use of the Platform and Services and irrevocably release and waive any claims against the Managed Code Parties arising therefrom. You shall fully defend, indemnify and hold harmless the Managed Code Parties from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to Your use of the Platform or Services, Your acceptance of any results or deliverables, or any breach of these Terms by You. Managed Code may, at its option, assume exclusive control of any defense and settlement of any matter subject to indemnification by You.

The provisions of this Section (including, without limitation, the disclaimers, release and waiver, limitation of liability, indemnity, assumptions of risk, Intellectual Property ownership, payment and refund obligations, Governing Law and Dispute Resolution provisions, and any other provisions that by their nature are intended to survive) shall survive the termination or expiration of these Terms and Your access to the Platform and shall remain in full force and effect for as long as is necessary to give effect to their intended purpose, and to the maximum extent permitted by applicable law. The obligations in this Section shall be enforceable notwithstanding any termination, suspension, expiration, or modification of these Terms.

Note: By clicking "I Agree," "Accept," checking the consent box, accessing or otherwise using the Platform and/or Services, or by making any payment for Services, You acknowledge that You have read, understood, and irrevocably accepted the foregoing release, waiver, and indemnity in full. If You do not accept these Terms, You must immediately cease all use of the Platform and refrain from any payment or interaction with Our Services, until such acceptance.

XIII. Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the French Republic, without regard to its conflict of laws principles.

The Parties shall first attempt to resolve any dispute, claim, or disagreement arising out of or relating to these Terms through good-faith negotiations. If a dispute cannot be resolved through negotiations within thirty (30) days from the date a Party notifies the other Party in writing of the dispute, such dispute shall be submitted exclusively to the courts of the French Republic. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction and venue of such courts and waives any objection based on "forum non conveniens".

Note: The provisions of these Terms are a complete defense to any claim (including a collective, class, representative, or multi-party claims), action or proceeding brought in any federal, state or local court or in any administrative court with respect to any claim or dispute arising out of or related to these Terms and may only be resolved through the individual dispute resolution procedure set forth herein. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect, and Managed Code shall have the sole discretion to replace the invalid or unenforceable provision with a valid provision reflecting its intended effect.

XIV. Use Policies

Internet connection. You acknowledge and agree that the implementation and performance of the Platform and/or Services require a functioning Internet connection and that the quality, speed, and availability of the Platform and/or Services depend on factors outside Managed Code's control, including Your Internet service provider, local network, hardware, and third-party networks and services. Managed Code shall have no liability for any loss, delay, degradation, interruption, or failure of Platform and/or Services caused by Your Internet connection or any third-party service or network.

No assignment without consent. You may not assign, delegate, sublicense or otherwise transfer these Terms or any of Your rights or obligations hereunder, in whole or in part, without Managed Code's prior written consent. Any attempted assignment, delegation or transfer without such consent shall be null and void and of no force or effect.

Suspension and termination for misuse. If Managed Code reasonably determines, in Managed Code's reasonable discretion, that Your use of the Services is unlawful, abusive, fraudulent, harmful, detrimental, or otherwise materially adversely affects the Services, other users, third parties or Managed Code's business (including but not limited to attempts to circumvent security, to interfere with Platform operation, to reverse-engineer the Platform, or to use the Platform for illegal or prohibited purposes), Managed Code may, to the fullest extent permitted by applicable law and without prior notice, suspend, limit, restrict or terminate Your access to the Services and/or any User account. Managed Code reserves the right to take any other actions (including pursuing injunctive or other equitable relief and reporting activity to law enforcement) that Managed Code deems necessary to protect the Platform, its users and its business.

Indemnification and reimbursement. To the fullest extent permitted by applicable law, You shall defend, indemnify and hold harmless the Managed Code Parties from and against any and all claims, liabilities, losses, damages, fines, penalties, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to, but not limited to: (a) Your breach of these Terms; (b) Your use of the Services or the Platform (including Your reliance on any results, outputs or materials produced by the Services); (c) any content, data, or materials You or Your users provide to the Platform; (d) Your violation of any applicable law or third-party right; or (e) any misuse of the Platform by You or by persons acting under Your authority. You agree to promptly reimburse Managed Code for any losses or expenses incurred as a result of such claims and to cooperate with Managed Code in the defense of any indemnified matter. Managed Code may assume exclusive control of such defense at its option, and You will not settle any claim without Managed Code's prior written consent.

Refunds and recovery of losses. If Managed Code incurs any losses, costs or expenses as a result of Your breach of these Terms or misuse of the Services, You shall promptly pay to Managed Code an amount equal to such losses, costs and expenses (including reasonable attorneys' fees and collection costs). Managed Code reserves the right to withhold, offset or otherwise recover such amounts from any payments, credits, deposits or other amounts owed to You.

No impersonation / authorized representatives. Unauthorized use of another person's or entity's email address, identity, account, or credentials is strictly prohibited. If You use the Services on behalf of another person or entity, You represent and warrant that You have the full authority to accept these Terms and to bind that person or entity to these Terms; You remain liable for all acts or omissions of such persons or entities in connection with the Services.

Third-party integrations; user content. Managed Code is not responsible for the operation, performance, security or content of third-party services, integrations, APIs or software that You elect to connect to or use with the Platform. You are solely responsible for any content, data or materials that You or Your users upload, enter or otherwise provide to the Platform, and for ensuring that You have all necessary rights, consents and legal bases to provide such content to Managed Code for processing.

XV. AI Acceptable Use Policy

The Platform enables You to build and deploy AI-powered applications. This Section governs how the Platform and any User Applications built on it may be used. By using the Platform, You agree to comply with this AI Acceptable Use Policy in addition to all other provisions of these Terms.

Prohibited Uses of the Platform and User Applications. You may not use the Platform to create, train, operate, or distribute User Applications that, directly or indirectly:

Generate, distribute, or facilitate child sexual abuse material (CSAM) or any content that sexually exploits or endangers minors in any way;
Provide instructions for, or otherwise facilitate, the creation of weapons (including firearms, biological, chemical, nuclear, or radiological weapons), explosives, or other instruments capable of causing mass harm;
Generate, spread, or amplify disinformation, deepfakes, synthetic media, or other content designed to deceive, manipulate, or mislead individuals or the public, including content impersonating real persons or entities;
Conduct, facilitate, or automate fraud, phishing, social engineering, identity theft, financial scams, unauthorized account access, or any other deceptive or criminal schemes;
Generate, distribute, or host malware, ransomware, spyware, exploits, cyberweapons, or any malicious code capable of damaging systems, networks, or data;
Promote, incite, or facilitate hatred, discrimination, harassment, or violence against individuals or groups based on race, ethnicity, nationality, religion, gender, sexual orientation, disability, or any other protected characteristic;
Provide, facilitate, or automate unlicensed medical, legal, financial, or other professional advice in a manner that circumvents applicable licensing requirements or regulations;
Infringe or otherwise violate the intellectual property rights, privacy rights, or other legal rights of any third party, including through unauthorized use of copyrighted content or personal data;
Perform or facilitate mass surveillance, unauthorized profiling, or stalking of individuals without their knowledge and lawful consent.

Compliance with Underlying AI Provider Policies. The Platform may leverage AI models and APIs provided by third parties, including without limitation OpenAI, LLC and Anthropic, PBC (collectively, "AI Providers"). Each AI Provider's usage policies and terms of service are incorporated by reference into Your obligations under these Terms as downstream requirements that flow through to You. You represent and warrant that Your User Applications and Your end users' use of such applications will comply at all times with the applicable terms of service, usage policies, and acceptable use policies of all relevant AI Providers, as updated from time to time. It is Your sole responsibility to monitor, review, and remain current with such AI Provider policies. Managed Code shall have no liability for any violation by You of any AI Provider's policies.

User Responsibility for AI Applications. You are solely and exclusively responsible for: (i) the design, configuration, deployment, and operation of Your User Applications; (ii) ensuring that Your User Applications and their Outputs do not violate the prohibitions set forth in this Section or any applicable law; (iii) implementing appropriate safeguards, disclosures, and terms of use for Your end users, including clearly disclosing to end users where required by applicable law that they are interacting with an AI-powered application; and (iv) all claims, liabilities, losses, and damages arising from Your User Applications or their Outputs. Managed Code is not responsible for reviewing, moderating, or auditing Your User Applications or Outputs on an ongoing basis, and reserves the right (but not the obligation) to suspend or terminate access to the Platform if Managed Code reasonably determines that a User Application violates this Section.

Note: Any violation of this AI Acceptable Use Policy constitutes a material breach of these Terms and may result in immediate suspension or termination of Your access to the Platform without prior notice, in addition to any other remedies available to Managed Code under these Terms or applicable law. You shall indemnify, defend, and hold harmless Managed Code and the Managed Code Parties from and against any and all claims, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any violation of this Section by You or Your end users.

XVI. Changes

We reserve the right, at our sole discretion, to modify, amend, or replace these Terms at any time. When we make changes we will take one or more of the following actions (in Our discretion) to notify You: (a) post a notice on the Platform; (b) send an email or in-app notification to the e-mail address or account associated with Your account; and/or (c) require affirmative acceptance (e.g., a clickwrap consent) for material changes.

For purposes of these Terms, a "material change" includes, without limitation, any change that: (i) increases fees or charges for paid Services; (ii) materially reduces the functionality or availability of the Platform; (iii) materially diminishes Your rights under these Terms; or (iv) adds new materially restrictive obligations on You. What constitutes a material change shall be determined by Managed Code in its reasonable discretion.

Material changes will become effective no earlier than seven (7) days after notice is provided, except that (i) changes required to address security vulnerabilities, to comply with law, to respond to court order, or to protect the integrity or availability of the Platform may be effective immediately with notice provided as soon as reasonably practicable; and (ii) where we require affirmative acceptance for a material change, such change will not apply to Your account until You have given such acceptance.

By continuing to access or use the Services after the effective date of any change, You accept and agree to be bound by the revised Terms. If You do not agree to the revised Terms, You must immediately cease use of the Services and, if You are an Authorized User, notify Managed Code in writing of your election to terminate within fourteen (14) days of the effective date of the revised Terms. The termination under this Section shall not entitle You to any refund of fees paid, and shall not relieve You of any obligations accrued prior to termination.

Note: Nothing in this Section shall limit Managed Code's right to make non-substantive edits (e.g., formatting, clarification, administrative corrections) at any time without prior notice. All updates to these Terms will be posted on the Platform, and the most recent version will be the version in force.

XVII. Language of This Terms

These Terms are written in English. In the event that We provide any translation of these Terms for convenience, such translation is provided solely for the convenience of Users and has no legal effect; in the event of any inconsistency or conflict between the English version and any translated version, the English version shall prevail.

If You use any automated or third-party translation tool (including browser translation tools) to view these Terms, You acknowledge and agree that Managed Code is not responsible for the accuracy, completeness, or quality of such translation. To the extent You do not understand the English language, You should seek an independent, certified translation or legal advice prior to accepting these Terms.

XVIII. Contact Us

If You have any questions, concerns, or complaints regarding the Services or these Terms, or if You require additional information regarding Your use of the Services, please contact Managed Code by sending an email to info@prostir.build. Managed Code will use reasonable efforts to respond to inquiries in a timely manner. Communications sent via email or through the Platform shall be deemed received upon confirmation of transmission.

Nothing in this Section shall be interpreted as creating any obligation for Managed Code to take any action other than reviewing and responding to inquiries or complaints in accordance with its standard procedures - within 30 (thirty) calendar days, or within a longer period if reasonably justified, in accordance with applicable laws.