Terms of Service

These Terms of Service ("Terms") form a binding agreement between you and Chidolabs LLC ("Chidolabs," "tryceratop," "we," "us," or "our") governing your access to and use of tryceratop, our web-based software-as-a-service platform for funding, budget, and event operations management (the "Service").

By creating an account, accessing, or using the Service, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated here by reference. If you do not agree, you may not access or use the Service.

If you are accepting these Terms on behalf of an organization (for example, a nonprofit you work for), you represent that you have the legal authority to bind that organization, and "you" refers to both you individually and that organization.

The Service is intended for business and professional use by adults acting on behalf of an organization. By using the Service, you represent and warrant that you:

• are at least 18 years old, or the age of majority in your jurisdiction;
• have the legal capacity to enter into a binding contract; and
• are not barred from using the Service under the laws of the United States or any other applicable jurisdiction.

tryceratop is not directed at, and is not intended for use by, children. See Section 10 of our Privacy Policy for more on children's privacy.

To use the Service, you must create an account and provide accurate, current, and complete information. You are responsible for:

• maintaining the confidentiality of your login credentials;
• all activity that occurs under your account, whether or not authorized by you; and
• notifying us promptly at legal@tryceratop.com of any unauthorized access or use.

An organization's designated administrator(s) may invite, remove, and manage the access level of other members of that organization's account. We are not responsible for disputes between an organization and its members over access or content.

The Service — including its software, source code, design, user interface, branding, logos, and all related intellectual property — is owned by Chidolabs LLC or our licensors and is protected by U.S. and international intellectual property laws.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your organization's internal business purposes. These Terms do not grant you any right, title, or interest in the Service, our trademarks, or our branding, except as expressly stated.

Any feedback, suggestions, or ideas you provide about the Service may be used by us without restriction or compensation to you.

Your content. You retain all ownership rights to the data and content your organization uploads, creates, or stores in tryceratop — including funder and sponsor records, budgets, event details, run-of-show plans, tasks, comments, and uploaded files or images ("Your Content"). You grant us a limited, non-exclusive, worldwide license to host, store, process, transmit, and display Your Content solely as necessary to provide, maintain, and improve the Service for you, including transmitting relevant portions of Your Content to a third-party AI provider when you use tryceratop's AI features, solely to generate the response you requested (see Section 6). This license ends when Your Content is deleted from the Service, except for residual copies retained in routine backups for a limited period.

You are solely responsible for Your Content and represent and warrant that you have all rights, permissions, notices, consents, and legal bases required under applicable law to collect, upload, store, process, and share any personal information included in Your Content, to grant us the license above, and that Your Content does not infringe, misappropriate, or otherwise violate any third party's rights.

Data Backups. Customer is responsible for maintaining independent backups of its Content and records. While Chidolabs maintains routine backups for operational, security, and disaster recovery purposes, Chidolabs does not guarantee the availability, restoration, or recovery of deleted, lost, corrupted, or inaccessible Content.

Acceptable use. You agree not to, and not to permit others to:

• access, scrape, harvest, or export data from the Service using automated means, or attempt to access data or accounts you are not authorized to view;
• reverse engineer, decompile, or attempt to derive the source code of the Service, except where applicable law expressly permits it;
• probe, scan, or test the vulnerability of the Service, or interfere with or disrupt its operation, servers, or networks;
• upload viruses, malware, or any code intended to damage or disrupt the Service or its users;
• use the Service to store or transmit unlawful, defamatory, harassing, or infringing content, or content that violates the privacy rights of others (including donor or funder personal information collected without a lawful basis);
• use the AI Features (Section 6) to generate content that is unlawful, infringing, deceptive, or harmful, to attempt to extract the underlying AI models' training data or system instructions, or to build a competing product;
• circumvent seat limits, usage limits, or access controls associated with your subscription tier;
• resell, sublicense, or provide the Service to third parties on a standalone or bureau basis without our written consent; or
• use the Service in a way that violates any applicable law or regulation.

We may investigate and take appropriate action against anyone who violates this policy, including removing content and suspending or terminating accounts, as described in Section 13.

tryceratop offers optional AI-powered features ("AI Features"), including the Bodhi AI assistant, to help you look up information about your organization's events and funders, draft new events and their run of show, and draft funding-related content. AI Features are built on a third-party AI model provider; see Section 8 and Section 4 of our Privacy Policy for how that provider is used and what is shared with it.

No warranty on AI output. AI Features are provided for informational and drafting purposes only. Output may be inaccurate, incomplete, biased, or unsuitable for your specific circumstances, and may occasionally resemble or reproduce third-party content the underlying model was trained on. You are solely responsible for reviewing and verifying any AI-generated content before relying on it or sharing it externally, particularly content used in funder-facing, financial, or public communications. We disclaim all warranties regarding AI Features and their output to the fullest extent permitted by law (see Section 9).

Confirmation before changes. AI Features that would create, modify, or delete data in your organization's account always require your explicit confirmation before taking effect; nothing changes automatically based on an AI Feature's output alone.

Ownership of output. As between you and Chidolabs, you own the output you generate using AI Features to the same extent you own Your Content under Section 5, subject to your compliance with these Terms. Because AI-generated output is produced by a third-party model, we make no representation that any given output is free of third-party intellectual property rights, and you remain responsible for how you use it.

Availability and changes. AI Features may be limited (for example, during a free trial), modified, or discontinued at any time, including the specific underlying AI model or provider used, without that constituting a change to these Terms.

Certain features of the Service require a paid subscription. Current plans and pricing are listed on our website and may be updated from time to time.

• Free trial. New organizations receive a 14-day free trial. No payment is required to start a trial. If you do not subscribe to a paid plan before the trial ends, your account access may be limited until you do.
• Billing. Paid subscriptions are billed in advance on a recurring (monthly) basis and automatically renew until canceled. All payments are processed by our third-party payment processor, Stripe, Inc. — see Section 8.
• No refunds. Except where required by applicable law, all fees are non-refundable, including for partial billing periods, unused seats, or downgrades made mid-cycle. We offer the free trial specifically so you can evaluate the Service before being charged; we encourage you to use it fully before subscribing.
• Price changes. We may change our fees with at least 30 days' notice before the change applies to your account. Continued use of the Service after a price change takes effect constitutes acceptance of the new pricing.
• Taxes. Fees are exclusive of applicable taxes, which you are responsible for unless we are required by law to collect them.
• Cancellation. You may cancel your subscription at any time from your account settings. Cancellation takes effect at the end of your current billing period; you will retain access through that period, and no partial refund will be issued for the remainder of it.

The Service integrates with, and relies on, certain third-party service providers, including, but not limited to, Stripe (payment processing), Resend (email delivery), OpenAI (AI Features, see Section 6), and, if you choose to connect it, Eventbrite (event ticketing data). Your use of these integrations is also subject to that provider's own terms and privacy policy. We are not responsible for the acts, omissions, or availability of third-party services, and connecting a third-party account is entirely optional and at your discretion.

We never store your full payment card number on our servers — see Section 6 of our Privacy Policy for details.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. YOU USE THE SERVICE AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. THIS INCLUDES, WITHOUT LIMITATION, ANY OUTPUT FROM THE AI FEATURES DESCRIBED IN SECTION 6, WHICH IS PROVIDED WITHOUT ANY WARRANTY OF ACCURACY, COMPLETENESS, OR FITNESS FOR ANY PARTICULAR PURPOSE. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

Chidolabs does not warrant that any feature, integration, synchronization process, or third-party service connection will remain available, uninterrupted, accurate, or compatible with future versions of third-party systems. Features may be modified, suspended, or discontinued at any time.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CHIDOLABS LLC, ITS OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM OR RELATED TO YOUR USE OF THE SERVICE — INCLUDING ANY ACTION TAKEN OR DECISION MADE IN RELIANCE ON OUTPUT FROM THE AI FEATURES — EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the above limitations may not apply to you.

You agree to defend, indemnify, and hold harmless Chidolabs LLC and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Your Content; (b) your violation of these Terms; (c) your violation of any applicable law or the rights of a third party; or (d) your use or misuse of the Service, including the AI Features. We reserve the right to assume the exclusive defense of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with our defense.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law principles.

Agreement to arbitrate. You and Chidolabs LLC agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved through final and binding individual arbitration, rather than in court, except that either party may bring an individual action in small claims court, and either party may seek injunctive or other equitable relief in court to protect its intellectual property rights pending arbitration.

Arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, and will take place in Delaware or, at your election, be conducted remotely or based on written submissions.

Class action waiver. YOU AND CHIDOLABS LLC EACH AGREE THAT ANY PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. Neither you nor we may bring a claim as a plaintiff or class member in any purported class, consolidated, or representative proceeding.

30-day opt-out. You may opt out of this arbitration agreement by sending written notice to legal@tryceratop.com within 30 days of first accepting these Terms, including your name, the email associated with your account, and a clear statement that you wish to opt out of arbitration. If you opt out, disputes will instead be resolved exclusively in the state or federal courts located in Delaware, and you and we each consent to personal jurisdiction there.

These Terms remain in effect while you use the Service. You may stop using the Service and cancel your subscription at any time as described in Section 7.

We reserve the right to suspend or terminate your account or access to the Service, at our sole discretion, at any time and without prior notice, if we believe you have violated these Terms, created risk or legal exposure for us, or for security reasons, legal compliance requirements, abuse prevention, operational necessity, or other reasonable business purposes. Where practical, we will make a reasonable effort to notify you and provide an opportunity to export Your Content before or shortly after termination.

Sections of these Terms that by their nature should survive termination — including Sections 4, 9, 10, 11, and 12 — will survive.

We may revise these Terms from time to time. If we make material changes, we will notify you by email or through an in-product notice before the changes take effect. Continued use of the Service after a change takes effect constitutes your acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Service.

• Entire agreement. These Terms, together with our Privacy Policy, constitute the entire agreement between you and us regarding the Service.
• Severability. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
• No waiver. Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets without restriction.
• Notices. We may provide notices to you via the email address associated with your account or through the Service. You may provide notices to us at legal@tryceratop.com.