Terms of Service

Last updated: 04-15-2025

This Terms of Service (this "Agreement") is entered into by and between Black Crow AI, Inc. ("Black Crow"), a Delaware corporation, and the customer executing an applicable Order Form or subscribing via the online billing portal ("Customer"). By accepting this Agreement—either by clicking a box indicating acceptance, executing an Order Form that references this Agreement, or otherwise accessing or using the Services—Customer agrees to be bound by the terms and conditions set forth herein.

1. Definitions

• "Services" means the software-as-a-service offerings provided by Black Crow, including but not limited to Storefronts, Target AI, Smart ID, Predictive Offer, and any other offerings set forth in an applicable Order Form or made available via online subscription.
  
  
• "Order Form" means a written or electronic document (including via the online billing portal) specifying the Services purchased by Customer, including pricing and usage limits.
  
  
• "Customer Data" means all data submitted by or on behalf of Customer to the Services, including Personal Data and Consumer Data.
  
  
• "User Content" means all data, content, media, text, and materials uploaded, submitted, or generated by Customer through its use of the Services.
  
  
• "Applicable Privacy Laws" means all applicable data protection and privacy laws, regulations, and guidance, including but not limited to the GDPR, CCPA, CPRA, and similar U.S. state-level privacy laws.
  
  

2. Scope of Agreement

This Agreement governs Customer’s use of any and all Services provided by Black Crow. Acceptance of this Agreement occurs upon: (i) execution of an applicable Order Form for enterprise Services (including Target AI, Predictive Offer, and other use cases); or (ii) account creation or completion of payment through the Black Crow billing portal for self-service subscriptions (including Storefronts).

3. Grant of Rights; Restrictions

Black Crow grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for its internal business purposes during the Term, subject to the terms of this Agreement.

Customer shall not: (i) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services; (ii) sublicense, resell, or otherwise commercialize the Services; (iii) use the Services in violation of applicable laws; or (iv) circumvent or disable any security or access control features.

4. Customer Responsibilities

Customer shall: (a) ensure that its privacy policies disclose the collection and processing of data by Black Crow; (b) obtain all legally required consents for data collection and processing; (c) cooperate with Black Crow in support of the Services; and (d) not use the Services in a manner that violates any applicable laws or regulations. Compliance with all privacy, consumer notice, and consent requirements remains Customer’s sole responsibility.

5. Data Collection and Subprocessor Disclosure

Black Crow may collect and process Customer Data, including PII, transactional, and behavioral data, for purposes of providing and maintaining the Services.

6. Generative AI

Certain Services may incorporate generative AI functionality provided by third-party vendors. Customer acknowledges that: (i) Outputs generated via such functionality may be inaccurate, biased, incomplete, or inappropriate; (ii) Customer is solely responsible for evaluating and approving such outputs prior to use; and (iii) Black Crow disclaims all liability for Customer’s reliance on, or use of, generative AI outputs. Customer further acknowledges that such outputs may reflect societal bias or offensive content, and assumes full responsibility for ensuring compliance with applicable legal and business standards.

7. Ownership and License to User Content

Customer retains all right, title, and interest in and to its User Content. Customer grants to Black Crow a non-exclusive, worldwide, royalty-free license to use, host, store, reproduce, and process User Content solely to provide and improve the Services, including for model training, performance benchmarking, and service optimization in an anonymized and aggregated manner.

8. Confidentiality

Each party agrees to maintain the confidentiality of the other party’s proprietary information using a reasonable standard of care for five (5) years following disclosure. Exceptions include information that is publicly available, independently developed, lawfully obtained, or required by law to be disclosed.

9. Privacy and Data Protection

Each party shall comply with all Applicable Privacy Laws. Black Crow will not sell or misuse Customer Data and shall only act as a service provider in accordance with applicable law. Black Crow agrees to support Customer in responding to valid consumer data rights requests as required under applicable law.

10. Fees and Payment

Fees are specified in the Order Form or presented during online checkout. Fees are exclusive of applicable taxes, which are the Customer’s responsibility. If Customer exceeds usage limits, additional fees may apply.

For self-service subscriptions: (a) Billing is monthly in advance; (b) Customer may cancel its subscription at any time via the billing portal; (c) Cancellation is effective at the end of the current billing cycle; and (d) Except where required by law, all payments are non-refundable.

11. Term; Termination

This Agreement remains in effect until terminated in accordance with this Section. Either party may terminate this Agreement upon thirty (30) days’ written notice in the event of a material breach not cured during such notice period.

Self-service Customers may terminate by canceling their subscription via the billing portal. Access will continue through the end of the applicable billing cycle.

Sections that survive termination include: Sections 7 (Ownership), 8 (Confidentiality), 9 (Privacy), 13 (Warranties), 14 (Indemnification), 15 (Limitation of Liability), and 18 (General).

12. Warranties; Disclaimers

Each party represents and warrants that it has the legal authority to enter into this Agreement. EXCEPT AS EXPRESSLY SET FORTH HEREIN, BLACK CROW DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING OR USAGE IN TRADE.

13. Indemnification

Each party shall defend, indemnify, and hold harmless the other party from and against all third-party claims and related liabilities arising from: (i) breach of this Agreement; (ii) violations of applicable law; or (iii) infringement or misappropriation of any intellectual property right.

14. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A BREACH OF SECTION 8 (CONFIDENTIALITY) OR SECTION 13 (INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. IN NO EVENT SHALL BLACK CROW’S TOTAL LIABILITY EXCEED THE AMOUNTS PAID BY CUSTOMER TO BLACK CROW IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.

15. Dispute Resolution

Any dispute arising under this Agreement shall be finally resolved by binding arbitration under the rules of the ICC, conducted in New York, New York. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction.

16. Modifications to Terms

Black Crow reserves the right to modify these Terms at any time by posting an updated version on its website. Customer’s continued use of the Services following notice of such updates shall constitute acceptance of the modified Terms.

17. Force Majeure

Neither party shall be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, labor disputes, or internet failures.

18. General Provisions

This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions or agreements. The Agreement may not be assigned without prior written consent, except in the event of a merger or sale of substantially all assets. If any provision is held invalid or unenforceable, the remaining provisions shall remain in effect. Any waiver must be in writing and signed by the waiving party.

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