Terms of Service

Welcome to Ceramic! As part of our commitment to you, we have drafted the following terms in order to support a smooth and vibrant user experience. It is important for you to read these Terms of Service carefully, as they contain important information and restrictions regarding your use of our services (the “Services”). These Terms are a binding agreement between us, Ceramic, Inc., a Delaware Corporation (“Ceramic”, “us”, “we”, “Company), and You, whether you are an individual user, or a user on behalf of a company or team (“User”, “Customer”, “You”).

Whenever you want to use the Services that we provide at www.ceramic.ai and related sites (the "Sites"), these Terms of Service, together with any supplemental terms, notices, and policies, and/or any other binding documents signed between the parties (the “Terms” or the “Agreement”) will apply to you. These Terms are only applicable to the Sites, and not to any other websites that you may be able to access from the Sites, each of which may have data collection and use practices and policies that may differ materially from these Terms.

YOUR CONTINUED ACCESS AND USE OF THE SERVICE ARE CONDITIONAL ON YOUR ACCEPTANCE OF AND CONTINUED COMPLIANCE WITH THE TERMS.

By accessing or using the Services in any manner, including, but not limited to, visiting or browsing the Sites, registering an account, or contributing content or other materials to the Sites, you expressly understand, acknowledge and agree to be bound by these Terms.

We may change or update the Terms from time to time. Changes will be effective 10 days following posting on the Sites. You accept any changes by your continued use of the Services 10 days following such posting.

USE OF OUR SERVICES

When you create an account or use our Services, you are representing that the information you submit is truthful and accurate, your use of the Services does not violate any applicable law or regulation, and that you are of sufficient legal age or otherwise have the legal capacity to legally enter into these Terms. We reserve the right at any time to modify, suspend, or discontinue, either temporarily or permanently, the Services (in whole or in part) with or without notice. Ceramic is not liable to you or any third party for any modification, suspension, or discontinuation of the Services.

To ensure the security of our Services, we depend on you to maintain the confidentiality and security of any account credentials. Do not disclose or share your credentials with any third parties. You are solely responsible for any actions taken using your Accounts.

The Sites may include interactive forums such as message boards. Please remember that any information that is disclosed in these areas becomes public information and you should exercise caution when deciding to disclose your personal information.

Please notify us immediately in the event of any actual or suspected breach of security or unauthorized use of your Account.

RESTRICTIONS

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Ceramic; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation of and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

THIRD PARTY LINKS AND TOOLS

Certain content, products, services, and tools available via our Service may include materials from third parties provided as a convenience for Users.

Third-party links on this site may direct you to third-party websites not affiliated with Ceramic. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or any other materials, products, or services of third parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party.

INTELLECTUAL PROPERTY RIGHTS

Ceramic retains ownership of all intellectual property rights related to the Sites and the Services, including all improvements to such. All materials we produce, including the Sites, design, code, graphics, interfaces, trademarks, and logos shall remain our exclusive property. We do not authorize you to alter, reproduce, republish, or license any of our materials absent express written permission. Any rights not expressly granted herein are reserved and retained by us.

If you provide feedback relating to the use, operation, performance, or functionality of our Sites or Services (“Feedback”), you hereby grant Ceramic a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive right and license to exploit and commercialize such Feedback for any purpose which shall be solely and exclusively owned by Ceramic. You are not entitled to any compensation or reimbursement for Feedback unless expressly agreed in writing.

DMCA POLICY

We comply with the Digital Millennium Copyright Act Policy (DMCA). If you believe that material located on or linked to our Sites violates your copyright, you are encouraged to notify us following the DMCA guidelines. To do so, please send an email to info@ceramic.ai with the Subject Line “DMCA Notice” with detailed and accurate information supporting your claim.

TERMINATION  

You may decide to cancel or delete your account at any time for any reason. Similarly, we reserve the right to suspend or terminate your access to the Services anytime with or without cause, in our own discretion, and with or without notice.

Upon Termination or cancellation Ceramic may, without obligation to do so (unless otherwise required by applicable law), delete any of your content or data in its possession including deleting all file systems, storage blocks, virtual machines, and any usage data associated with the account without liability; provided, however, Ceramic may maintain a copy of any information in accordance with Ceramic’s data retention practices and our Privacy Policy. Even after the termination of these Terms, your User Account, or access to a Site, any User Content you have posted or submitted may remain on our Services indefinitely.

You agree that if your use of our Services is terminated under these Terms, you will not attempt to use the Services under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold us harmless from any and all liability that we may incur. Your use of the Services after termination will be a violation of this section, which survives any termination.

The provisions of these Terms concerning the protection of intellectual property rights, prohibited use, user-submitted Content, disclaimers, limitations of liability, indemnity, and Disputes, as well as any other provisions that by their nature should survive, shall survive any such termination.

ERRORS AND OMISSIONS

On occasion, information contained on our Services may contain errors, including, without limitation, typographical errors, inaccuracies, or omissions. Ceramic reserves the right to, at any time without prior notice, correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Services is inaccurate.

DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, CONTENT, FUNCTIONS, AND MATERIALS, ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS OR IMPLIED. WE DO NOT WARRANT THAT THE SITE OR THE SERVICES, CONTENT, FUNCTIONS, OR MATERIALS CONTAINED THEREIN WILL BE TIMELY, SECURE, UNINTERRUPTED, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE SITE WILL MEET USERS’ REQUIREMENTS. NO ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. CERAMIC ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES OR OTHER HARMFUL COMPONENTS THAT MAY INFECT OR HARM, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE SITE. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.

LIMITATION OF LIABILITY

YOU ACKNOWLEDGE, BY YOUR USE OF THE SERVICES THAT CERAMIC WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND RELATED TO YOUR USE OF OR INABILITY TO USE OUR SERVICES, INCLUDING WITHOUT LIMITATION, FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, COMPUTER VIRUS, OR NETWORK OR INTERNET FAILURE, OR INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, COMPENSATORY OR CONSEQUENTIAL DAMAGES, LOST PROFITS AND/OR LOSS OF OR DAMAGE TO PROPERTY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF CERAMIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CERAMIC’S TOTAL LIABILITY FOR ANY CLAIMS RELATED TO THIS SERVICE EXCEED THE AMOUNT PAID FOR THE SERVICE OR PRODUCT PROVIDED.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, CERAMIC, ITS AFFILIATES, AGENTS, LICENSORS, AND SUPPLIERS DAMAGES IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

INDEMNITY

You are solely and fully responsible for your use of the Services. You agree to defend, indemnify and hold Ceramic and its directors, officers, employees, agents, or service providers harmless from any and all claims, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising directly or indirectly out of or from (i) your breach of any provision of these Terms; (ii) your activities in connection with our Services; or (iii) the Content or other information you provide to us through the Services. Ceramic reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Ceramic’s defense of such claim.

MISCELLANEOUS

These Terms and all matters regarding their interpretation and/or enforcement are governed by the laws of the State of California, excluding its choice of law rules. If a dispute or claim relating to these Terms arises, we each agree to make a reasonable and good-faith effort to agree on an out-of-court solution to attempt to resolve the dispute. If no out-of-court settlement is reached, any related action, lawsuit, or proceeding must be brought and adjudicated via binding arbitration. The arbitration will take place in San Jose, California and will be administered by the American Arbitration Association.

All aspects of the arbitration, including without limitation, the record of the proceeding and any award or findings by the arbitrator, are confidential and shall not be open to the public except: (1) to the extent the parties agree otherwise in writing, (2) as may be appropriate in any subsequent proceedings between the parties, or (3) as may otherwise be appropriate in response to a governmental agency or legal process, provided that the party upon whom such process is served shall give immediate notice of such process to the other party and afford the other party an appropriate opportunity to object to such process.

Each party will be responsible for its own attorney’s fees and costs they incur in connection with the arbitration. The arbitrator may not award attorney’s fees unless a statute or contract at issue specifically authorizes such an award. Injunctive relief and other provisional remedies will be available in accordance with the California Code of Civil Procedure and the Federal Rules of Civil Procedure.

To the fullest extent permitted by law, you agree that any claims brought by you or on your behalf against Ceramic shall be decided by the arbitrator on an individual basis and not on a class, collective or representative basis. Accordingly, class, collective and representative actions are not permitted under these Terms. The arbitrator shall not have the authority or jurisdiction to hear the arbitration as a class, collective or representative action or to join or consolidate causes of action of different parties into one proceeding. To the fullest extent permitted by law, you agree that you have waived, to the maximum extent possible, any rights to bring or participate in class, collective or representative actions with respect to any claims you have or may have against Ceramic.

Except upon a substantial showing of good cause, discovery will be limited to the exchange of relevant documents and one deposition per side. Upon request, either party shall be entitled to receive, prior to the final hearing, information and copies of documents that meet the criteria for discovery. Any dispute relative to discovery shall be presented to the arbitrator for final and binding resolution. The arbitrator will have the authority to hear and grant motions, including but not limited to motions for summary judgment and summary adjudication.

The arbitrator shall issue a final and binding and shall contain the essential findings of fact and conclusions of law on which the decision is based. Judgment upon the award may be entered, and enforcement may be sought, in any court of competent jurisdiction.

The arbitrator shall have the exclusive authority and jurisdiction to resolve any issue relating to the formation or enforceability of these Terms, or any issue relating to whether a Claim is subject to arbitration under these Terms.

Any claim, action, suit, or proceeding relating to these Terms must be brought by you within one year of the event that gave rise to the claim or such claim is hereby waived to the maximum extent permitted by law.

You acknowledge that a violation of these Terms by you may cause Ceramic irreparable harm and that it would be impossible or inadequate to measure or calculate Ceramic’s damages from any breach of the covenants set forth in these Terms under such circumstances, and that Ceramic will therefore be entitled to seek extraordinary relief in court, including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security (or, where such a bond or security is required, that a $1,000 bond will be adequate), in addition to and without prejudice to any other rights or remedies that Ceramic may have for a breach of these Terms.

Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Ceramic without restriction.

Changes in law or regulation. If there is any change in law or regulation that would materially restrict or prohibit our ability to provide the Services pursuant to these Terms, we may suspend or cancel the Services or otherwise amend these Terms.

Export Control and Sanctions. Any Services provided pursuant to these Terms may be subject to export control and sanctions laws of the U.S. and/or other applicable jurisdictions. Therefore, you may only access and use the Services in compliance with U.S. and other applicable export control and sanctions laws and regulations.

Entire Agreement. These Terms, together with our Privacy Policy, and any other legal notices published on the Services, shall constitute the entire agreement between you and us concerning the Services and supersedes all prior terms, agreements, discussions and writings regarding the Services.

Severability. If any provision of these Terms, by action of law or for any other reason, is held to be prohibited, invalid, void, or unenforceable in any relevant jurisdiction, such provision will be stricken, and the remaining provisions of these Terms will remain in full force and effect.

No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

CONTACT US

We welcome your questions and comments about these Terms. You may contact us by email at info@ceramic.ai, or by writing us at Ceramic, Inc. 605 Castro Street, 4th Floor, Mountain View, California 94041.