1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Stackspell Labs, Inc. ("Stackspell," "we," "us," or "our"), a Delaware corporation with its principal place of business at 169 Madison Ave STE 38064, New York, NY 10016. By accessing or using our website, services, or platform (collectively, the "Services"), you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use the Services.

2. Description of Services

Stackspell provides an AI-native development platform purpose-built for SAP Business Technology Platform (SAP BTP), enabling the creation of enterprise-grade extensions and applications. Our Services include but are not limited to development tools, AI-powered code generation, integration services, and related technical support.

3. User Accounts and Registration

3.1 Account Creation

To access certain features of the Services, you may be required to create an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account or any other breach of security.

3.3 Eligibility

You must be at least 18 years of age to use the Services. By using the Services, you represent and warrant that you meet this age requirement and have the legal capacity to enter into these Terms.

4. Acceptable Use

You agree not to:

• Use the Services for any unlawful purpose or in violation of any local, state, national, or international law
• Violate or infringe upon the rights of others, including intellectual property rights
• Transmit any malicious code, viruses, or other harmful content through the Services
• Attempt to gain unauthorized access to our systems, networks, or other users' accounts
• Interfere with or disrupt the integrity or performance of the Services
• Use automated systems or software to extract data from the Services without our written permission
• Impersonate any person or entity or misrepresent your affiliation with any person or entity
• Use the Services in any manner that could damage, disable, or impair the Services
• Reverse engineer, decompile, or disassemble any portion of the Services

5. Intellectual Property Rights

5.1 Our Rights

The Services and all content, features, and functionality (including but not limited to software, text, displays, images, and design) are owned by Stackspell and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

5.2 Your Rights

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your internal business purposes. You retain all rights to your content and data that you upload to or create through the Services.

5.3 Feedback

If you provide us with any feedback, suggestions, or ideas regarding the Services, you grant us the right to use such feedback without compensation or obligation to you.

6. Payment and Fees

6.1 Fees

Access to certain features of the Services may require payment of fees. All fees are non-refundable unless otherwise specified in writing. We reserve the right to change our fees at any time with reasonable notice.

6.2 Billing

You agree to pay all fees and charges according to the billing terms in effect at the time the fee or charge becomes payable. You authorize us to charge your designated payment method for all fees.

6.3 Taxes

All fees are exclusive of applicable federal, state, local, and foreign taxes, duties, and other similar assessments. You are responsible for all such taxes and assessments.

7. Data and Privacy

Your use of the Services is subject to our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to the collection, use, and disclosure of your information as described in the Privacy Policy.

8. Third-Party Services and Links

The Services may contain links to third-party websites or services, including SAP BTP and other integration partners. We are not responsible for the content, accuracy, or practices of such third-party services. Your use of third-party services is at your own risk and subject to their terms and policies.

9. Warranties and Disclaimers

9.1 Services Provided "As Is"

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, STACKSPELL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9.2 No Guarantee

We do not warrant that the Services will be uninterrupted, error-free, or completely secure. We do not warrant the accuracy, completeness, or usefulness of any information provided through the Services, including AI-generated code or content.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL STACKSPELL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

11. Indemnification

You agree to indemnify, defend, and hold harmless Stackspell and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from your use of the Services, your violation of these Terms, or your violation of any rights of another party.

12. Termination

12.1 Termination by You

You may terminate your account at any time by contacting us at info@stackspell.com.

12.2 Termination by Us

We may suspend or terminate your access to the Services at any time, with or without cause, with or without notice, effective immediately. We may also terminate or suspend your account for violation of these Terms or for any other reason in our sole discretion.

12.3 Effect of Termination

Upon termination, your right to use the Services will immediately cease. All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

13. Dispute Resolution

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

13.2 Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved by binding arbitration in New York, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator's award shall be final and binding and may be entered in any court of competent jurisdiction.

13.3 Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the dispute between us and you individually. To the full extent permitted by law, (a) no arbitration or proceeding shall be joined with any other; (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) you will not have the right to bring claims in a representative capacity on behalf of the general public or other persons.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Stackspell regarding the Services and supersede all prior agreements and understandings.

14.2 Modifications

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of the Services after such changes constitutes your acceptance of the modified Terms.

14.3 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.

14.4 Waiver

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

14.5 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. Contact Information

If you have any questions about these Terms, please contact us: