# terms-of-service
Source: https://speakeasy.com/legal/terms-of-service


<p className="text-muted-foreground">Speakeasy Development, Inc.</p>

Welcome to Speakeasy Development, Inc. ("Speakeasy"), herein referred to as "Company," "we," "us," or "our". By accessing and using our services ("Services"), which include but are not limited to our websites at [https://www.speakeasy.com](https://www.speakeasy.com) and [https://getgram.ai](https://getgram.ai), Command Line Interface (CLI) tool, GitHub Action, Web User Interface (Web UI), and any related software, applications, tools, or utilities provided by the Company, you, the user, agree to be bound by the following terms of service ("Terms"). These Terms form a legally binding contract between you and the Company.

Acceptance of Terms: By using any part of our Services, clicking on the "I Agree" or similar button, installing our software, or otherwise engaging with our Services, you acknowledge that you have read, understood, and agree to these Terms. If you are accepting these Terms on behalf of an employer or another legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you do not agree with any part of these Terms, you must not use the Services.

Separate Agreements: If a separate written Services Agreement exists between a customer (or entity) and the Company regarding the Services, the terms of that agreement shall take precedence over these Terms.

Use of Services: Use of the Services signifies agreement to be bound by these Terms and any modifications made to them. The Company reserves the right to modify these Terms at any time, with changes becoming effective upon posting to the website or direct communication. Continued use of the Services following such changes constitutes acceptance of the new Terms.

Eligibility: By using our Services, you confirm that you are legally capable of entering into binding contracts and that your use of the Services is not prohibited by any applicable laws or agreements.

## 1. Services and Support

1.1. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. Services include but are not limited to our SDK generation tools, documentation services, hosted infrastructure services, and any related software, applications, tools, or utilities.

1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the Company's standard practice

## 2. Restrictions and Responsibilities

2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Services provided on a cloud-hosted basis, where Company (or its third-party service provider) hosts the Services, Company grants to Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services on a software-as-a-service basis for Customer's internal business purposes. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services. Note that any client SDKs produced during the Term may continue to be used even after the Term expires. With respect to any Services that are self-hosted by the Customer, Company grants Customer a non-exclusive, non-transferable, non-sublicensable right to (i) download, install and use any executable Software provided by Company for the purpose of integrating the Services into the Customer Environment (as defined below), and (ii) access and use the Services solely to enable Customer to connect and integrate the Service with Customer's servers and/or cloud-hosting environments (which may include, without limitation, any of the foregoing that are made available to Customer by a third-party service provider) (collectively, “Customer Environment”). Customer will be solely responsible for integrating and implementing the Services with the Customer Environment. Customer will only permit the Services to be accessed by Customer's employees or contractors that are authorized by Customer to access the Services, provided that Customer shall remain liable for all acts or omissions of such users.

2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with the terms of this Agreement and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer's use of Services. Although Company has no obligation to monitor Customer's use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent.

## 3. Confidentiality; Proprietary Rights

3.1 Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services, as well as data processed through Company's hosted infrastructure services on Customer's behalf ("Customer Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2 Customer shall own all right, title and interest in and to the Customer Data and any SDKs, Terraform providers, and documentation generated for Customer using Company's Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software (including Company's SDK, Terraform provider, and documentation generators), and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services or support (if applicable), and (c) all intellectual property rights related to any of the foregoing.

3.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business, provided that such collection and use shall be subject to the terms of any applicable Data Processing Agreement between the parties. No rights or licenses are granted except as expressly set forth herein.

3.4 Data Processing: For Services involving the processing of personal data, Company acts as a data processor in accordance with applicable data protection laws. If Customer is subject to the GDPR, UK GDPR, or similar data protection laws, the Company’s Data Processing Addendum (“DPA”), available at https://trust.speakeasy.com/, is hereby incorporated into and made a part of these Terms and applies automatically to the Processing of Personal Data.

## 4 Payment of Fees

Speakeasy offers a variety of service plans, from complimentary access to extended features available through paid subscriptions. Detailed information on what each plan includes can be found on our pricing page. Access to paid plans is facilitated securely through our hosted payment link, and by selecting any of these plans, you agree to the payment terms outlined herein, managed via our chosen third-party payment processor ("PSP").

4.1 Subscription and Billing Cycle: Payment for your chosen service plan is required in advance and will be billed by the PSP on or shortly after the subscription initiation date and subsequently at the beginning of each billing cycle (monthly, annually, or as otherwise specified). The fees charged are non-refundable, except as explicitly stated in these Terms.

4.2 Adjustments to Service Plans: Users may upgrade or downgrade their service plans. Upgrades take effect immediately, and additional charges will be applied on a pro-rata basis. Downgrades, including transitions from paid to freemium plans, take effect at the start of the next billing cycle.

4.3 Changes to Fees: Speakeasy reserves the right to change fees or billing methods for service plans at any time. Users will be notified of any fee changes in advance. Disagreement with the changes requires cancellation of your subscription. Continued use after the change takes effect implies acceptance of the new fees.

4.4 Responsibility for Taxes and Charges: Users are responsible for any taxes, duties, or charges incurred in connection with the services, except for those based on Speakeasy's income. All listed prices do not include such taxes or charges.

4.5 Payment Information: You agree to provide accurate and up-to-date payment information to the PSP and to promptly update your information with any changes. Failure to process a payment will result in suspension of the Services until payment can be collected. You authorize us to continue billing the provided payment method for all charges due and to update information from your payment provider to continue billing if necessary.

## 5. Term and Termination

5.1 Term: This Agreement becomes effective upon your first use of the Services and remains in effect until terminated by either party according to the terms provided herein. The term of this Agreement consists of the following:

- Initial Term: For all users, the "initial term" begins upon the first use of the Services. For users who choose a paid subscription, this term extends through the end of the first billing cycle specified at the time of purchase (e.g., one month, one year).

- Renewal Term: After the initial term, the Agreement will automatically renew for additional periods matching the length of the initial paid subscription cycle (e.g., monthly, annually). For users on freemium or trial plans who have not transitioned to a paid subscription, the Agreement will continue indefinitely on the same terms until either party opts for termination.

- Termination: Either party may terminate this Agreement with at least thirty (30) days' notice prior to the end of the current term, whether it be the initial term or any renewal term.

  5.2 Termination for Cause: Either party may terminate this Agreement with thirty (30) days' written notice if the other party materially breaches any terms or conditions and fails to cure such breach within the thirty (30) day notice period. Immediate termination is allowed in cases of nonpayment.

  5.3 Effects of Termination: Upon termination, you must cease all use of the Services, and we will disable your access. We will provide you with access to retrieve your data for thirty (30) days post-termination. After this period, we may delete your data, although we are not obligated to do so.

  5.4 Survival: Provisions regarding payment, data ownership, confidentiality, liability limitations, and any other terms which by their nature should survive, will remain in effect after this Agreement ends.

## 6. Warranty and Disclaimer

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services (if applicable) in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

## 7. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

## 8. Miscellaneous

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company's prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. Company may use Customer's name and logo on Company's website and in marketing materials to identify Customer as a client of Company. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Customer agrees to reasonably cooperate with Company to serve as a reference account upon request.

## 9. Contact Information

If you have any questions about these Terms or the Services please contact Speakeasy at [info@speakeasy.com](mailto:info@speakeasy.com).