TERMS.MD+ 4756 - 0

Terms of Use

Last Updated: June 23, 2025

Please read these Terms of Service (the "Terms") and our Privacy Notice ("Privacy Notice") carefully because they govern your use of the downloadable software development solution (the "Services") as made available by Assert Labs ("Assert," "we," "us").

Agreement to Terms

By using our Services, you agree to be bound by these Terms. If you don't agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, "you" and "your" will refer to that entity.

Privacy Notice

Please review our Privacy Notice, which also governs your use of the Services, for information on how we collect, use and share your information.

Changes to these Terms or the Services

We may update the Terms from time to time in our sole discretion. If we do, we'll let you know by posting the updated Terms through the Services and/or may also send other communications. It's important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the updates. If you don't agree to be bound by the updates, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

Who May Use the Services

You may use the Services only if you are 18 years or older and capable of forming a binding contract with Assert, and not otherwise barred from using the Services under applicable law.

Fees

Assert may require payment of a fee for use of the Services (or certain portions thereof) ("Transaction"), and you agree to pay such fees.

You expressly authorize us (or our third-party payment processor) to charge you for a Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, "Payment Information"). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.

Your Content

Posting Content. Our Services may allow you to store or share content such as software-related code, data, information, and materials. Any such content (other than Feedback, as defined below) that you make available through the Services is referred to as "User Content". Assert does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
Permissions to Your User Content. By making any User Content available through the Services you hereby grant to Assert a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, and create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Services to you.
User Content Outputs. The Services may generate outputs for you (each, an "Output") in response to: (i) the performance of the Services by Assert as contemplated by these Terms; or (ii) User Content uploaded or submitted to influence the generation of the Output. As between you and Assert, to the extent permitted by applicable law and subject to your compliance with these Terms (including Section 7(j)), Assert assigns and agrees to assign to you its right, title and interest in and to the Output generated by performance of the Services for you as contemplated by these Terms. You may not represent that Output from the Service was human-generated. Assert may use and modify your Output to provide, maintain, develop and improve the Services for you and to comply with applicable law.
Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Assert on or through the Services will infringe, misappropriate or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Removal of User Content. You can remove your User Content by specifically deleting it. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
Assert's Intellectual Property. Assert will own and retain all right, title and interest in and to the Services, the underlying tools, know-how, methodologies, algorithms, models and proprietary information used to provide or power the Services, any aggregate, derivative or usage data collected or generated in connection with the Services in de-identified form, all improvements, derivatives, enhancements and modifications to any of the foregoing, and all intellectual property rights therein (collectively, "Assert IP"). All rights not expressly granted hereunder are hereby reserved.
Feedback. From time to time you may provide Assert with suggestions, comments, feedback or the like with regard to the Services (collectively, "Feedback"). You hereby grant Assert a perpetual, irrevocable, royalty-free and fully-paid-up license to use and exploit all Feedback in connection with Assert's business purposes, including, without limitation, the testing, development, maintenance and improvement of the Services.

General Prohibitions and Assert's Enforcement Rights

You agree not to do any of the following:

Use the Services in any manner beyond the scope of rights expressly granted in these Terms;
Modify or create derivative works of the Services, in whole or in part;
Reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Services or any components, models, algorithms or systems used to provide the Services, in whole or in part or engage in any of the adversarial attacks set forth in the NIST AI 100-2 E2023 publication available at https://nvlpubs.nist.gov/nistpubs/ai/NIST.AI.100-2e2023.pdf;
Frame, mirror, sell, resell, rent or lease use of the Services to any third party, or otherwise allow any third party to use the Services for any purpose other than for your benefit in accordance with these Terms;
use the Services or Output in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party, or that violates any applicable law;
interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby;
access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Services features provided by Assert for use expressly for such purposes;
use the Services for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Services;
use the Services or any Output in any manner that violates the Anthropic Usage Policies located at https://www.anthropic.com/legal/aup, or any other such usage policies as applicable;
utilize the Services (including any AI models or derivatives thereof) or Output to train, improve or have trained or improved an AI model (e.g., engage in "model scraping").

Assert is not obligated to monitor access to or use of the Services. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

Third-Party Services

Certain features and functionalities within the Services integrate with and depend upon third-party services, products, technology and content (collectively, "Third-Party Services"). Assert does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto.

Termination

We may suspend or terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel the Services at any time by sending us an email at support@assert.dev and upon cancellation you agree to destroy all copies of the Services software in your possession or control. Upon any termination, discontinuation or cancellation of the Services, the following Sections will survive: 5(a), 5(b) (only for payments due and owing to Assert prior to the termination), 6(b), 6(c), 6(d), 6(f), 7, 9, 10(b), 10(c), 11, 12, 13, 14, and 15.

Representations and Warranties; Disclaimer

Representations. You represent and warrant that (i) you have obtained and will obtain and continue to have all necessary rights and authority for the access to and use of the User Content as contemplated by these Terms and (ii) your providing of User Content in accordance with these Terms will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between you and any third party, including your employer.

General Disclaimers. THE SERVICES, OUTPUT, AND ASSERT IP ARE PROVIDED ON AN "AS IS" BASIS AND ASSERT MAKES NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, THAT THE SERVICES, OUTPUT, AND ASSERT IP ARE FREE FROM DEFECTS, ERRORS, INACCURACIES OR BUGS.

Disclaimers as to Output. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE SERVICES MAY IN SOME SITUATIONS PRODUCE OUTPUT THAT IS INACCURATE, INCORRECT, OFFENSIVE OR OTHERWISE UNDESIRABLE. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT IS DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE USER CONTENT PROVIDED AND YOUR COMPLIANCE WITH THESE TERMS, AND NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, ASSERT WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM USER CONTENT, OUTPUTS, OR THEIR USE. You will evaluate the content, nature, and accuracy of any Output as appropriate for the applicable use case, including by using human review of the Output.

Indemnity

You will indemnify and hold Assert and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these Terms.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER ASSERT NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ASSERT OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ASSERT'S TOTAL CUMULATIVE LIABILITY TO YOU ARISING FROM ALL CLAIMS UNDER OR RELATED TO THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS ACTUAL PAID BY YOU OR ARE PAYABLE BY YOU TO ASSERT FOR USE OF THE SERVICES, PROVIDED THAT IN NO EVENT WILL ASSERT'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS MADE UNDER OR RELATED TO THIS AGREEMENT EXCEED [ONE HUNDRED DOLLARS $100.00].

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ASSERT AND YOU.

Governing Law and Forum Choice

These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to its conflict of laws provisions. The exclusive jurisdiction for all disputes that you and Assert are not required to arbitrate will be the state and federal courts located in the New York, New York, and you and Assert each waive any objection to jurisdiction and venue in such courts.

General Terms

Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Assert and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Assert and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Assert's prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. Assert may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices. Any notices or other communications provided by Assert under these Terms will be given via email. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

Waiver of Rights. Assert's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Assert. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Contact Information

If you have any questions about these Terms or the Services, please contact Assert at support@assert.dev