IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE BITALLOY WEBSITE AND THE BITALLOY VISUAL STUDIO CODE EXTENSION (BOTH COLLECTIVELY REFERRED TO AS "SOFTWARE") PROVIDED BY MYRTLEWOOD SOFTWARE, LLC DBA BitAlloy ("COMPANY"). BY USING THE SOFTWARE, YOU ("USER") AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE.
1. LICENSE GRANT: The Company grants the User a revocable, non-exclusive, non-transferable, limited license to download, install, and use the Software solely for personal or internal business purposes, strictly in accordance with the terms of this Agreement. This license grant applies to future versions and updates of the Software but is subject to any changes in future amendments of this Agreement, as described in section 11 (Amendments) below.
2. RESTRICTIONS: The User shall not:
Company reserves the right to cancel a User's subscription or delete a User's account at any time deemed reasonable by the Company, if the Company determines that the User is in some way violating this Agreement or is otherwise using the Software in a way that is detrimental to the Company.
3. SUBSCRIPTIONS, TOKENS, AND PAYMENTS User will be deposited with a certain amount of tokens ("BITALLOY TOKENS") when they create a new account. This is a one-time deposit, and these free BitAlloy tokens do not renew each month. This offer, as well as subscription pricing, is subject to change at the Company's sole discretion.
BitAlloy Tokens (whether paid for or received for free) are not refundable and cannot be traded for money. BitAlloy Tokens do not roll over each month. If the User has a paid subscription, their BitAlloy Tokens will be updated to the highest allowed limit based on the User's subscription.
For example, if the User has a subscription which offers 500,000 BitAlloy Tokens per month, then on the day that their payment is successfully processed for their subscription, the User's BitAlloy Token balance will become 500,000, regardless of what it was before.
Though BitAlloy tokens are based on the underlying OpenAI tokens, these tokens are not one-to-one in comparison, but can be roughly (but not exactly) compared to each other in terms of how many words can fit into 1000 tokens. We (the Company) try to offer the Software at a reasonable price that covers our API costs and keeps the Company operating profitably.
If for any reason the User fails to make a payment by the due date for a subscription or other product/service, we will notify the User about the failed payment so the User can update their payment method. If the User fails to pay any due subscription or other expenses within fifteen days of the payment due date, we the Company reserve the right to cancel the User's subscription.
4. PRIVACY POLICY: We take the User's information and data protection very seriously. You can read our privacy policy at: https://bitalloy.ai/privacy. This privacy policy is versioned the same as this Agreement, such that any update to this Agreement warrants that the User read the latest version of the privacy policy referenced here.
5. INTELLECTUAL PROPERTY RIGHTS: The User acknowledges that the Company owns all right, title, and interest in and to the Software, including all intellectual property rights. The User's use of the Software does not grant or convey any rights to the underlying software, or any ownership rights in the Software.
That said, Company makes no claim of ownership or copyright concerning any code generated by the Software using the Visual Studio Code extension. Any code generated by the Software for the User is the property of the User, and the User is responsible for auditing this code as outlined in section 6 (User Responsibilities) below. The exception to this is any files BitAlloy uses to help provide a better experience, such as files located in the ".bitalloy" folder which are automatically created by the Software to provide the best possible experience. These files are not intended to be included in the User's final product or software and the underlying technology in these files is copyrighted by the Company. User is not permitted to use these files for any other purpose other than to use the Software within the BitAlloy Visual Studio Code extension.
Company also makes no claim of onwership or copyright over third party NPM (Node Package Manager) libraries, fonts, and other third party libraries or scripts which Company did not create but utilizes in the Software. Where possible, Company has included relevant copyright and license information in the source code to indicate when a file is under a different copyright or license. If you believe Company has ommitted necessary copyright/license information in a source file, please contact us using our email address in section 17 below and we will work to remedy the problem!
User agrees that OpenAI, which the Company relies on to provide the Software, may use code or information that is submitted by the User while using the Software (whether knowingly or not) to improve its AI model or service.
6. USER RESPONSIBILITIES: The User agrees to use the Software in compliance with all applicable laws and regulations. The Software is not expected to produce a finished product, but to be an aid to the User during their software development process. As such, the User is responsible for any content or data inputted / submitted in the Software (whether intentional or not) and the consequences of such actions. The expectation is that any User of the Software is a capable and knowledgable software engineer who is able to properly evaluate any content generated by the Software.
The User also agrees that any code generated by the Software is not to be considered complete code ready for production use. Code generated using the Software is to be considered as incomplete and needing review by the User for any glitches, security issues, copyright infringement or any other problems. The User agrees that they are solely responsible for reviewing code generated, modified, or otherwise produced by the Software.
The User also agrees that, though the Company has taken measures to prevent the leaking of sensitive data, it is possible for files on the User's machine to be accidentally submitted to the BitAlloy API for processing (which may include subsequent API requests to OpenAI and other third party services). The Company takes the protection of the User's sensitive data very seriously and avoids intentional logging of user-submitted data except as is necessary to provide the Software to the User. That said, User acknowledges that in some cases logging of sensitive data such as code or other local data on the User's machine may occur due to unexpected errors and that Company may be unable to remove every trace of logging data.
In light of the above, User agrees that they will only use the Software in a development environment shielded from production environment secrets to avoid the accidental release of critical production infrastructure belonging to the User or the User's client(s).
The User also agrees that they are required to have javascript enabled in their browser agent as a precursor to entering into this Agreement and using the Software, due to the Software otherwise not functioning properly.
7. WARRANTY DISCLAIMER: The Software is provided "as is" with all faults, and the Company makes no warranties of any kind, whether express, implied, statutory, or otherwise, including, without limitation, warranties of merchantability, fitness for a particular purpose, or non-infringement.
8. LIMITATION OF LIABILITY: In no event shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, security, use, goodwill, or other intangible losses, resulting from the use of the Software.
9. INDEMNIFICATION:
The User acknowledges and agrees that the Software is dependent on code-generating services such as OpenAI. As such, the Company makes no representations or warranties about the accuracy, reliability, or completeness of the code generated by the Software. The User agrees that the Company, its officers, directors, employees, and agents shall not be liable for any claims, damages, obligations, losses, liabilities, costs, or debt, and expenses arising from:
Furthermore, the User agrees to indemnify, defend, and hold harmless the Company and its licensors, including OpenAI, from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with the User's access to, use of, or alleged use of the Software or the generated code.
The User acknowledges and agrees that Company shall not have any obligation to indemnify, defend, or hold the User harmless from and against any and all claims, losses, liabilities, expenses (including attorneys' fees), damages, or demands, resulting from or arising out of the User's use of the Software. This includes, but is not limited to, any claims related to the infringement of intellectual property rights, data loss, or breach of privacy. The User assumes all risk associated with the use of the Software and agrees to bear any and all costs of defense or damages resulting from the use of the Software, including but not limited to any harm to the User or third parties, whether direct or indirect.
10. GEOGRAPHICAL RESTRICTIONS: The User acknowledges that the Software and its related services are designed for compliance with the laws and regulations of the United States of America, and not for global operation. Due to the specific regulatory requirements of the General Data Protection Regulation (GDPR) in the European Union, the Company hereby states that the Software and its related services are not offered within the European Union (EU) and the European Economic Area (EEA).
11. AMENDMENTS: The Company reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, the Company will update the date on this page. If the User has the Visual Studio Code Extension installed in their machine, they will be required to accept the updated EULA before making additional API requests to the BitAlloy server. Continued use of the Software after amendments to this Agreement constitutes the User's consent to the revised terms.
Outside of the right which the Company has to modify this Agreement at any time, no other amendments or agreements between the two parties shall be made unless explicitly done in writing and signed by both parties.
12. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the User and the Company regarding the use of the Software and supersedes all prior and contemporaneous written or oral agreements between the User and the Company. This Agreement may only be modified, or any rights under it waived, as outlined in section 11 (Amendments) above. No provision of this Agreement shall be waived by any act, omission, or knowledge of a party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving party.
13. TERMINATION
a. Right to Terminate: This Agreement will remain in effect until terminated by either the User or the Company. The User may terminate this Agreement at any time by ceasing all use of the Software and deleting all copies of the Software in their possession or control. The Company may terminate this Agreement at any time, without notice, if the Company believes that the User has violated any term of this Agreement, or if the Company decides to discontinue the Software or any part thereof.
b. Effect of Termination: Upon termination of this Agreement for any reason, the license granted herein will immediately terminate, and the User must cease all use of the Software and delete all copies of the Software in their possession or control. Sections 5 (Intellectual Property Rights), 7 (Warranty Disclaimer), 8 (Limitation of Liability), 9 (Indemnification), 14 (Dispute Resolution), 15 (Governing Law), 16 (Severability) and any other provisions of this Agreement that by their nature should survive termination, will survive termination of this Agreement.
c. No Liability for Termination: The Company will not be liable to the User or any third party for termination of this Agreement or for any termination or suspension of the Software or any part thereof.
d. Data Handling After Termination: The Company may, in its sole discretion, delete or retain any data associated with the User's account after termination. It is the User's responsibility to secure any data they wish to retain beyond the termination of this Agreement.
14. DISPUTE RESOLUTION Before initiating any formal dispute resolution proceedings, the User and the Company agree to attempt to resolve any dispute arising out of or relating to this Agreement informally through negotiation between the parties. This informal negotiation period shall last no less than 30 days from the date either party first sends to the other party a notice of the dispute via email (using the Company's listed email in section 17 below and the User's Software account email). Each party will work dutifully to ensure that the other party has received their email notice.
If the dispute is not resolved through negotiation within 30 days of the start of the negotiation, the dispute shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in Idaho Falls, Idaho, and the language of the arbitration shall be English.
The User and the Company agree that any arbitration shall be limited to the dispute between the Company and the User individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction. Furthermore, the Company retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of the Company’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
15. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the state of Idaho in the United States, without regard to its conflict of law provisions.
The Company does not represent that the Software or any content on it is appropriate or available for use in locations outside of the United States of America, particularly within the EU/EEA. Accessing the Software from territories where its content is illegal or not authorized is prohibited. Users are responsible for compliance with local laws.
To enforce this restriction, the Company may implement measures to prevent access to the Software and its services from within the EU/EEA. Users attempting to access the Software from within these regions agree that their use of the Software is unauthorized and accept full responsibility for compliance with local laws.
16. SEVERABILITY If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason by any court of competent jurisdiction, such provision shall be modified to the extent necessary to make it enforceable while maintaining the provision's intent as closely as possible. If such modification is not possible, the provision shall be severed from this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect as if the Agreement had been executed without the inclusion of the invalid, illegal, or unenforceable provision. The failure of either party to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision unless acknowledged and agreed to by the party in writing.
17. CONTACT INFORMATION: If you have any questions about this Agreement, please contact us directly by emailing us at .
BY USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS.