1. Definitions
- “Agreement” means these Blacksmith Terms of Services.
- “Account” means the place where You log into and use the Services.
- “AI Feature” means a feature of the Services that uses machine learning or artificial intelligence to generate Output.
- “Blacksmith” or “We” or “Us” or “Our” means Blacksmith Software, Inc.
- “Blacksmith Website” means the website located at https://blacksmith.sh/ and any valid subdomains.
- “Customer” or “You” or “Your” means the individual person, company, or organization that is accessing and using the Services.
- “Customer Content” means any data, information, files, code, configurations, documents, text, graphics, photos, software, or other materials that You upload, submit, transmit, store, or otherwise make available through the Services. This includes content generated or processed by GitHub and GitHub Actions that are relayed to the Services.
- “Documentation” means Our standard published documentation for the Services.
- “Force Majeure Event” means an unforeseen event outside of Our reasonable control. Examples include but are not limited to: major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.
- “Output” means responses and suggestions, including code or other material, generated by an AI Feature.
- “Personal Data” means any information that can be used to identify, locate, or contact a specific living individual.
- “Privacy Policy” means Our privacy policy located at https://docs.blacksmith.sh/about/privacy-policy.
- “Services” means any of the applications, software, products, and services provided by Blacksmith.
- “Sensitive Personal Information” means any (i) special categories of Personal Data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (ii) patient, medical or other protected health information regulated by HIPAA; (iii) credit, debit or other payment card data subject to PCI DSS; (iv) other Personal Data subject to regulation or protection under specific laws such as the Gramm-Leach-Bliley Act (or related rules or regulations); (v) social security numbers, driver’s license numbers or other government ID numbers; or (vi) any data similar to the foregoing that is protected under foreign or domestic laws or regulations.
2. Account
- To use the Services, You must first set up an Account. You must be a human to create an Account and You must be age 13 or older. The Account setup process requires that You (i) install Blacksmith’s GitHub integration in your org allowing connection of the Services to your GitHub account, and (ii) add a valid payment method, such as a credit card, which will be processed through Stripe. By integrating Your GitHub account with the Services, You grant Us a non-exclusive, limited, revocable license (i) to utilize Your code to create pull requests with changes in runner tags and execute GitHub binaries in Our virtual machines, and (ii) where You invoke an AI Feature such as Our coding agent, to access, analyze, modify, and create derivative works of Your code and to create branches, commits, and pull requests on Your behalf, solely for the purpose of providing the Services. You are solely responsible for ensuring access, use, and interoperation of Your GitHub account with the Services complies with all applicable third-party terms, policies and licenses. We do not access, reproduce, modify, distribute, or create derivative works from Your code outside the scope of the functionalities mentioned above.
- You are responsible for keeping Your Account secure while You use the Services. You will promptly notify Us if You become aware of any unauthorized use or access to the Services through Your Account.
3. Restrictions
You shall not:- decompile, decipher, prepare derivative works of, reverse engineer or otherwise attempt to access or derive the source code or other trade secrets of the Services;
- provide, sell, transfer, sublicense, lend, distribute, rent, assign, act as service bureau, or otherwise allow third parties to access or use the Services;
- remove, modify or obscure any proprietary notices or labels contained in the Services and Documentation;
- conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Services;
- use the Services with any activity prohibited by applicable law;
- interfere with or disrupt, disable, damage, impair, or overburden the Services, including by transmitting viruses, malware, malicious code, or any other material that disrupts, slows down or causes the Services to malfunction; or
- upload any Sensitive Personal Information to the Services.
4. Security
We maintain industry standard physical and technical safeguards designed to protect the security and integrity of the Services (the “Security Measures”). Upon request to https://trust.blacksmith.sh, We will provide You with a copy of Our third-party audit report or certification, such as a SOC 2 Type II report, that describes Our Security Measures along with a copy of Our most recent penetration test report. Also, You can access Our Data Processing Addendum located at https://docs.blacksmith.sh/about/data-processing-addendum.5. Intellectual Property
We and Our licensors retain ownership and title of all intellectual property rights of any kind related to the Services and Documentation. We reserve all rights that are not expressly granted to You under this Agreement or by law.6. Customer Content
- Between You and Us, You retain all right to the Customer Content. You are responsible for the Customer Content. You hereby confirm that You have the right to submit and use the Customer Content. You grant Us the right to store, host, archive, display, and use the Customer Content as necessary to provide the Services to You.
- We use industry standard methods to delete the Customer Content when no longer needed to provide the Services to You. You may at any time, request deletion of Your Customer Content and We will comply with such request within 30 days of notice.
7. AI Features
- The Services has AI Features that provide Outputs such as generated code, intelligent analytics, and insights. You may, at any time, disable these AI Features by contacting Us. We will not use Your Personal Data or Customer Content to train or improve AI models.
- All Output is provided “as-is” and may be inaccurate, incomplete, or non-functional. We do not guarantee that the Output is free of errors, vulnerabilities, or intellectual property claims.
8. Payment
You are responsible for all fees, including taxes, associated with Your use of the Services. Payment for the Services may be via credit card, or You and We may agree that payment be billed via invoice. For credit card payment, Your providing payment information authorizes Us to charge Your credit card for usage fees. For invoice-based agreements, You will make timely payments as specified in the invoicing terms.9. Suspension and Termination
- We have the right to suspend or terminate Your access and use of the Services effective immediately if (i) You violate Section 3 (Restrictions), (ii) it is necessary for the security or integrity of the Services, (iii) You are in arrears in payment for the Services, or (iv) a Force Majeure Event occurs.
- Upon termination, all provisions of this Agreement which, by their nature, should survive termination will survive termination including, without limitation: Disclaimer of Warranties and Limitations of Liability.
10. Disclaimer of Warranties
We provide the Services “as is” and “as available,” without warranty of any kind. We expressly disclaim all warranties, whether express, implied or statutory, regarding the Services including without limitation: non-infringement, warranty of merchantability, and fitness for a particular purpose. We do not warrant that the Services will be uninterrupted, timely, or error-free.11. Limitation of Liability
- You agree that We, our affiliates, our officers and directors will not be liable for any indirect, punitive, incidental, special, or consequential damages, or for damages for business interruption, inability to use the Services, loss of profits, goodwill, or other intangible losses arising out of or relating to this Agreement and/or the Services.
- You agree that Our cumulative and aggregate liability under this Agreement and/or relating to the Services will not exceed the fees paid or payable by You to Us under this Agreement in the 12 months preceding the event giving rise to the liability.
12. Update
We reserve the right to amend or update these Terms of Service. We will notify You of any material changes to these Terms of Services, at least 30 days prior to the change taking effect by posting a notice on the Blacksmith Website or sending You an email. Your continued use of the Services after the 30 days constitutes your agreement to the amendment of these Terms of Service.13. Miscellaneous
- Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the State of California and federal laws of the United States, without regard to conflict of law provisions. You agree to submit to the exclusive jurisdiction and venue of the courts located in the City and County of San Francisco, California.
- Assignment. You may not assign or delegate this Agreement, or any of its rights or obligations under this Agreement, without Our prior written consent.
- Severability; No Waiver. If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Our failure to enforce any provision of this Agreement will not be considered a waiver of Our right to enforce such provision.
- Feedback. If You provide Us with any ideas, suggestions, recommendations or any other feedback for Our products or services (“Feedback”), You give Us a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use, modify, commercially exploit the Feedback into Our products and services.
- Notices. All notices to Us must be in writing and emailed to [email protected].
- Entire Agreement; Modification. This Agreement together with Our Privacy Policy and Data Processing Addendum constitutes the complete and final agreement between You and Blacksmith pertaining to the Services, and supersedes any other prior agreements, understandings and discussions relating to the Services. This Agreement may only be modified by a written amendment signed by one of Our authorized representatives, or by Us posting a revised version in accordance with Section 12 (Update).