Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you, whether personally or on behalf of an entity ("you"), and CrateOS, Inc., a Delaware corporation ("CrateOS," "we," "us," or "our"), governing your access to and use of crateos.ai and any related websites, applications, and services (collectively, the "Platform").

By accessing or using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must discontinue use immediately.

We review these Terms at least annually and may update them from time to time. We will update the Last Updated date above when changes are posted. Your continued use of the Platform after updates are posted constitutes your acceptance of the revised Terms.

The Platform is intended for business users aged 18 or older. The Platform is not designed for consumer workloads subject to HIPAA, GLBA, or FISMA unless expressly covered by a separate written agreement with CrateOS.

2. The Platform

CrateOS provides a software platform for warehouse execution infrastructure, including managed automation, exception handling, and operational signal workflows.

Subject to these Terms and any applicable Order Form or service agreement, CrateOS grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Platform during your subscription term.

CrateOS reserves all rights not expressly granted in these Terms and may modify, suspend, or discontinue portions of the Platform at any time.

3. Intellectual Property

The Platform, including software, models, workflows, user interfaces, documentation, trademarks, and other related materials (collectively, "CrateOS IP"), is the proprietary property of CrateOS and its licensors and is protected by applicable intellectual property laws.

Except for the limited rights expressly granted in these Terms, no right, title, or interest in CrateOS IP is granted to you. You may not copy, reproduce, modify, distribute, reverse engineer, or create derivative works of CrateOS IP except as expressly permitted in writing.

4. User Representations

By using the Platform, you represent and warrant that: (a) you have legal capacity to enter into these Terms and to bind any entity on whose behalf you act; (b) you are at least 18 years of age; (c) information you provide to CrateOS is accurate, current, and complete; and (d) your use of the Platform will comply with all applicable laws and regulations.

If information you provide is materially false, inaccurate, or incomplete, CrateOS may suspend or terminate your access to the Platform.

5. Fees and Payment

Access to certain features of the Platform requires a paid subscription. Fees, payment schedule, and service scope are defined in your applicable Order Form, statement of work, or service agreement.

By purchasing paid services, you authorize CrateOS or its payment processor to charge your designated payment method. Fees are payable in U.S. dollars and are non-refundable except as required by law or expressly stated in your agreement.

You are responsible for applicable taxes, duties, and government assessments other than taxes based on CrateOS net income.

If amounts are past due, CrateOS may suspend access and may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law.

6. Cancellation and Termination

You may cancel your subscription as described in your Order Form or by contacting CrateOS. Unless otherwise stated in your agreement, cancellation is effective at the end of your then-current billing term.

CrateOS may suspend or terminate access immediately if: (a) you materially breach these Terms; (b) payment obligations are not met; (c) we are required to do so by law; or (d) continued service presents legal or security risk.

Upon termination, your right to access the Platform ceases immediately. Provisions that by their nature should survive termination remain in effect, including intellectual property, confidentiality, disclaimers, indemnification, limitation of liability, and governing law.

7. Prohibited Activities

You agree not to use the Platform in any manner that is unlawful, harmful, or disruptive to CrateOS, other customers, or third parties.

• Violating applicable laws or third-party rights.
• Attempting unauthorized access to systems, networks, or data.
• Transmitting malware, malicious code, or harmful payloads.
• Interfering with Platform performance, integrity, or availability.
• Reverse engineering, decompiling, or attempting to derive source code except where prohibited by law from restriction.
• Using the Platform to build or train a competing service using non-public CrateOS functionality.

8. Customer Data

You retain all ownership rights in data, content, and materials submitted to the Platform ("Customer Data"). You grant CrateOS a limited, non-exclusive license to host, access, process, transmit, and use Customer Data solely to provide, secure, and improve the Platform and as otherwise permitted in applicable agreements.

You are responsible for ensuring that you have all rights, permissions, and consents needed to provide Customer Data and connect third-party systems.

Unless otherwise required by law or contract, after termination CrateOS will retain Customer Data for 30 days to enable export, then delete or de-identify it according to our retention practices.

9. Confidentiality

Each party may receive non-public information of the other party designated or reasonably understood as confidential ("Confidential Information").

The receiving party will: (a) use Confidential Information only to perform obligations or exercise rights under these Terms; (b) protect it using reasonable care no less than the care used for its own confidential information; and (c) not disclose it except to personnel or contractors with a need to know and who are bound by confidentiality obligations.

Confidential Information excludes information that becomes public without breach, was known prior to disclosure, is independently developed, or is lawfully received from a third party without restriction.

10. Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, CRATEOS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

CRATEOS DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CRATEOS OR ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS INTERRUPTION ARISING OUT OF OR RELATED TO THE PLATFORM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CRATEOS TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO CRATEOS FOR THE PLATFORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Indemnification

You agree to defend, indemnify, and hold harmless CrateOS and its officers, directors, employees, and agents from and against third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your violation of these Terms; (b) your violation of applicable law; or (c) Customer Data or inputs you provide that infringe or misappropriate third-party rights.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of California, without regard to conflict of laws principles.

Before initiating formal proceedings, each party agrees to attempt in good faith to resolve disputes informally for at least thirty (30) days after written notice of the dispute.

If a dispute is not resolved informally, it will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the arbitration seated in San Francisco, California.

Either party may seek injunctive or equitable relief in a court of competent jurisdiction for misuse of intellectual property or Confidential Information.

To the maximum extent permitted by law, disputes must be brought only on an individual basis. Class, collective, representative, and private attorney general actions are waived.

14. Electronic Communications

You consent to receive electronic communications, notices, disclosures, and records from CrateOS. You agree that such communications satisfy legal requirements that communications be in writing.

You consent to the use of electronic signatures and records in connection with the Platform.

15. U.S. Government Users

The Platform and related documentation are commercial items and commercial computer software under applicable U.S. procurement regulations.

U.S. Government users access the Platform only with the rights provided under these Terms and applicable federal acquisition regulations, including FAR 12.212 and DFARS 227.7202.

16. General Provisions

These Terms, together with any Order Form, DPA, and incorporated policies, are the entire agreement between you and CrateOS regarding the Platform and supersede prior agreements on the same subject matter.

If any provision is held unenforceable, the remaining provisions remain in full force and effect. Failure to enforce any provision is not a waiver.

You may not assign these Terms without CrateOS prior written consent. CrateOS may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets.

Neither party is liable for delay or failure due to causes beyond reasonable control.

These Terms do not create a partnership, agency, or joint venture.

17. Contact Us

For legal questions regarding these Terms, contact CrateOS at legal@crateos.ai.