Terms and Conditions for Baruly

Last Updated: January 15, 2025

TERMS OF SERVICE

Welcome to Baruly!

These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you ("User", "you", or "your") and Baruly ("we", "us", "our", or "Baruly") governing your access to and use of the Baruly website located at https://baruly.com (the "Website") and all related services, features, content, and applications provided by Baruly (collectively, the "Service").

By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service.

1. ACCEPTANCE OF TERMS

1.1 Eligibility
You must be at least 18 years old to use the Service. If you are under 18, you may only use the Service with the consent and supervision of a parent or legal guardian who agrees to be bound by these Terms on your behalf. By using the Service, you represent and warrant that you meet this age requirement or have obtained such consent.

1.2 Capacity
You represent and warrant that you have the legal capacity and authority to enter into this Agreement. If you are using the Service on behalf of a company, organization, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms.

1.3 Account Registration
To access certain features of the Service, you must create an account. You agree to:
- Provide accurate, current, and complete information during registration
- Maintain and promptly update your account information
- Maintain the security of your account credentials
- Accept responsibility for all activities that occur under your account
- Notify us immediately of any unauthorized use of your account

2. DESCRIPTION OF SERVICE

Baruly is an AI-powered positioning platform that generates strategic positioning analyses, positioning canvases, sales pitch recommendations, and related business strategy content using artificial intelligence and proven positioning frameworks. The Service includes, but is not limited to:
- AI-generated positioning analyses and insights
- Positioning canvas creation and management
- Sales pitch generation and augmentation
- Content alignment analysis
- Public directory of positioning canvases
- AI-powered chat assistance
- Export and sharing capabilities

3. AI-GENERATED CONTENT DISCLAIMER AND LIMITATIONS

3.1 Nature of AI-Generated Content
IMPORTANT: All content, insights, recommendations, analyses, positioning statements, messaging suggestions, and strategic recommendations generated by Baruly are produced using artificial intelligence ("AI") and automated processes, including but not limited to large language models provided by third-party AI service providers (such as OpenAI and Anthropic).

3.2 No Warranties
ALL AI-GENERATED CONTENT IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, RELIABILITY, OR NON-INFRINGEMENT.

3.3 User Responsibility
You acknowledge and agree that:
- AI-generated content is provided for informational and guidance purposes only
- AI-generated content may contain errors, inaccuracies, omissions, or may not be suitable for your specific circumstances
- You are solely responsible for reviewing, validating, verifying, and making decisions based on any AI-generated content
- You should seek professional advice (legal, financial, marketing, or otherwise) when making business decisions
- Baruly does not guarantee the accuracy, completeness, reliability, or suitability of any AI-generated content
- You use AI-generated content at your own risk

3.4 No Liability for AI Content
TO THE MAXIMUM EXTENT PERMITTED BY LAW, BARULY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, AND LICENSORS SHALL NOT BE LIABLE FOR ANY DECISIONS, ACTIONS, OUTCOMES, LOSSES, DAMAGES, OR CONSEQUENCES RESULTING FROM YOUR USE OF OR RELIANCE ON ANY AI-GENERATED CONTENT.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Service Ownership
The Service, including all content, features, functionality, design, text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, software, and the selection and arrangement thereof, is owned by Baruly, its licensors, or other providers and is protected by international copyright, trademark, patent, trade secret, and other intellectual property laws.

4.2 User-Generated Content
You retain ownership of any content you create, upload, or submit to the Service ("User Content"), including positioning canvases, analyses, and other materials. However, by submitting User Content to the Service, you grant Baruly a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, transferable, and sublicensable license to:
- Use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display your User Content in connection with operating and providing the Service
- Use your User Content for internal business purposes, including improving our AI models and services (subject to our Privacy Policy)

4.3 Public Canvas Directory License
When you choose to make your positioning canvas public and add it to our directory, you grant Baruly an additional perpetual, worldwide, non-exclusive, royalty-free, transferable, and sublicensable license to:
- Display, distribute, and make your public canvas available to other users through our directory service
- Use, reproduce, modify, adapt, and create derivative works from your public canvas content
- Sell, license, or otherwise monetize access to your public canvas and the directory service
- Use your public canvas for marketing, promotional, and commercial purposes

You acknowledge that:
- When you make a canvas public, it becomes part of Baruly's directory service, which Baruly has the right to use and monetize
- Baruly may charge users for access to the directory service, including access to your public canvas
- Baruly retains all rights to use, sell, and monetize the directory service and all public canvases contained within it
- You can remove your canvas from the public directory at any time, which will revoke these rights going forward, but will not affect any prior uses, distributions, or monetization that have already occurred

4.4 Restrictions
You agree not to:
- Copy, modify, distribute, sell, or lease any part of the Service
- Reverse engineer or attempt to extract the source code of the Service
- Remove any copyright, trademark, or other proprietary notices from the Service
- Use the Service for any illegal or unauthorized purpose
- Violate any laws in your jurisdiction

5. SUBSCRIPTIONS, PAYMENTS, AND REFUNDS

5.1 Subscription Plans
Baruly offers various subscription plans with different features and usage limits. Subscription fees are billed in advance on a monthly or annual basis, as specified in your selected plan.

5.2 Payment Processing
Payments are processed by Stripe, our third-party payment processor. By providing payment information, you agree to Stripe's terms and conditions. We do not store your complete payment card information on our servers.

5.3 Usage-Based Billing
Certain subscription plans may include usage-based billing for token consumption beyond your plan's included limits. Overage charges will be automatically billed to your payment method on file according to your subscription terms.

5.4 Automatic Renewal
Subscriptions automatically renew at the end of each billing period unless you cancel your subscription before the renewal date. You may cancel your subscription at any time through your account settings or by contacting us.

5.5 Refund Policy
We offer a full refund within 7 days of your initial purchase, provided you have not exceeded reasonable usage limits during that period. Refund requests must be submitted to support@mg.baruly.com. Refunds for subscription renewals or usage-based charges are not available except as required by law.

5.6 Price Changes
We reserve the right to modify subscription prices at any time. Price changes will not affect your current billing period but will apply to subsequent renewal periods. We will notify you of any price changes at least 30 days in advance.

5.7 Failed Payments
If a payment fails, we may suspend or terminate your access to paid features until payment is successfully processed. You are responsible for maintaining valid payment information.

6. ACCEPTABLE USE

6.1 Prohibited Activities
You agree not to:
- Use the Service for any unlawful purpose or in violation of any applicable laws or regulations
- Transmit any viruses, malware, or other harmful code
- Attempt to gain unauthorized access to the Service or related systems
- Interfere with or disrupt the Service or servers connected to the Service
- Use automated systems (bots, scrapers, etc.) to access the Service without permission
- Impersonate any person or entity or misrepresent your affiliation with any person or entity
- Harass, abuse, or harm other users
- Collect or store personal data about other users without their consent
- Use the Service to generate content that is illegal, harmful, threatening, abusive, defamatory, obscene, or otherwise objectionable

6.2 Content Standards
You are solely responsible for any User Content you submit. You represent and warrant that your User Content:
- Does not violate any third-party rights, including intellectual property, privacy, or publicity rights
- Does not contain false, misleading, or deceptive information
- Complies with all applicable laws and regulations
- Does not contain sensitive personal information of others without consent

7. SERVICE AVAILABILITY AND MODIFICATIONS

7.1 Service Availability
We strive to maintain high availability of the Service but do not guarantee uninterrupted or error-free operation. The Service may be temporarily unavailable due to maintenance, updates, or circumstances beyond our control.

7.2 Service Modifications
We reserve the right to modify, suspend, or discontinue any part of the Service at any time, with or without notice. We are not liable to you or any third party for any modification, suspension, or discontinuation of the Service.

7.3 Feature Changes
We may add, remove, or modify features of the Service at any time. We do not guarantee that any specific features will remain available.

8. TERMINATION

8.1 Termination by You
You may terminate your account at any time by contacting us at support@mg.baruly.com or through your account settings.

8.2 Termination by Us
We may suspend or terminate your access to the Service immediately, without prior notice, if:
- You violate these Terms
- You engage in fraudulent or illegal activity
- You fail to pay required fees
- We are required to do so by law
- We decide to discontinue the Service

8.3 Effect of Termination
Upon termination:
- Your right to access and use the Service will immediately cease
- We may delete your account and User Content, subject to our data retention policies
- You will not be entitled to any refund of fees paid, except as required by law
- Provisions that by their nature should survive termination will remain in effect

9. PRIVACY AND DATA PROTECTION

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy at https://baruly.com/privacy-policy to understand how we collect, use, and protect your information.

10. THIRD-PARTY SERVICES

The Service integrates with and relies on third-party services, including but not limited to:
- Stripe (payment processing)
- MongoDB (data storage)
- OpenAI and Anthropic (AI services)
- Mailgun (email delivery)
- NextAuth (authentication)
- Umami Analytics (analytics)

Your use of these third-party services is subject to their respective terms of service and privacy policies. We are not responsible for the availability, accuracy, or practices of third-party services.

11. DISCLAIMERS

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BARULY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:
- YOUR USE OR INABILITY TO USE THE SERVICE
- ANY CONDUCT OR CONTENT OF THIRD PARTIES ON THE SERVICE
- ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR DATA
- ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE
- ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED THROUGH THE SERVICE

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

13. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Baruly, its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from:
- Your use of or access to the Service
- Your violation of these Terms
- Your violation of any third-party right, including intellectual property, privacy, or publicity rights
- Any User Content you submit or transmit through the Service

14. DISPUTE RESOLUTION

14.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of France, without regard to its conflict of law provisions.

14.2 Jurisdiction
Any disputes arising out of or relating to these Terms or the Service shall be subject to the exclusive jurisdiction of the courts of France.

14.3 Informal Resolution
Before filing a claim, you agree to contact us at support@mg.baruly.com to attempt to resolve the dispute informally.

15. GENERAL PROVISIONS

15.1 Entire Agreement
These Terms, together with our Privacy Policy, constitute the entire agreement between you and Baruly regarding the Service and supersede all prior agreements.

15.2 Severability
If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

15.3 Waiver
No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.

15.4 Assignment
You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

15.5 Force Majeure
We shall not be liable for any failure or delay in performance under these Terms due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, labor disputes, or internet service failures.

15.6 Updates to Terms
We reserve the right to modify these Terms at any time. Material changes will be notified to you via email or through the Service. Your continued use of the Service after such modifications constitutes acceptance of the updated Terms. If you do not agree to the modified Terms, you must stop using the Service.

15.7 Contact Information
For questions about these Terms, please contact us at:
Email: support@mg.baruly.com

16. ACKNOWLEDGMENT

BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE THE SERVICE.