Functor - Production-Ready Memory Framework

These Terms of Use ("Terms") govern your access to and use of the Functor Software as a Service (SaaS) product and related services (collectively, the "Services"), part of Sunhill LLC. These Terms are a legally binding agreement between Functor ("we," "us," or "our") and you, the user or the entity you represent ("you" or "User").

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Services.

1. Access and Use of Services

A. Eligibility

You must be at least 18 years old or the legal age of majority in your jurisdiction to use the Services. By agreeing to these Terms, you represent and warrant that you have the right, authority, and capacity to enter into this agreement.

B. License Grant

Subject to your compliance with these Terms, Functor grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes.

C. User Accounts

You are responsible for maintaining the confidentiality of your account password and for all activities that occur under your account. You agree to notify Functor immediately of any unauthorized use of your account.

2. Subscription, Fees, and Payment

A. Subscription

Access to the Services is provided on a subscription basis for the term specified in your service agreement or during the sign-up process ("Subscription Term").

B. Fees

You agree to pay Functor all fees set forth in the subscription plan you select ("Fees"). All Fees are exclusive of taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes.

C. Billing and Payment

Fees are due and payable in advance according to the billing cycle stated in your plan. If payment is not received by the due date, Functor may suspend or terminate your access to the Services.

3. User Content and Data

A. Ownership

You retain all ownership rights in the data, information, and content that you submit, post, or display on or through the Services ("User Content").

B. License to Functor

You grant Functor a worldwide, non-exclusive, royalty-free license to use, copy, transmit, store, and display your User Content solely as necessary to provide the Services to you and your authorized users.

C. Data Processing

Functor will process User Content in accordance with its Privacy Policy and any applicable Data Processing Addendum (DPA) agreed upon between the parties, particularly concerning personal data from the EEA/UK.

4. Restrictions on Use

You agree not to, and will not permit others to:

Copy, modify, or create derivative works of the Services.
Reverse engineer, decompile, or otherwise attempt to discover the source code of the Services.
Use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material.
Interfere with or disrupt the integrity or performance of the Services.
Access the Services to build a competitive product or service.

5. Confidentiality

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Services and all Functor proprietary technology shall be Functor's Confidential Information.

The Receiving Party agrees to use the Confidential Information solely for the purpose of this agreement and to not disclose the Confidential Information to any third party, except as required by law or as permitted by this agreement.

6. Warranties and Disclaimers

A. Mutual Warranties

Each party represents and warrants that it has the legal power and authority to enter into these Terms.

B. Functor Warranty

Functor warrants that the Services will perform substantially in accordance with the user documentation. Your sole remedy for a breach of this warranty is that Functor will use commercially reasonable efforts to correct the non-conforming Services.

C. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FUNCTOR BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES.

FUNCTOR'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES SHALL NOT EXCEED THE FEES PAID BY YOU TO FUNCTOR FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. Indemnification

You agree to indemnify, defend, and hold harmless Functor, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services in violation of these Terms; (b) your User Content; or (c) your violation of any third-party right.

9. Term and Termination

A. Term

These Terms commence on the date you first use the Services and remain in effect until all subscriptions granted under these Terms have expired or been terminated.

B. Termination by Functor

Functor may terminate your account and access to the Services immediately if you materially breach these Terms.

C. Effect of Termination

Upon termination, your right to access and use the Services will immediately cease. Sections 3 (User Content and Data), 5 (Confidentiality), 6 (Warranties and Disclaimers), 7 (Limitation of Liability), 8 (Indemnification), 9 (Term and Termination), and 10 (General Provisions) shall survive any termination.

10. General Provisions

A. Governing Law

These Terms shall be governed by the laws of the State of Place, without regard to its conflict of law principles.

B. Dispute Resolution

Any disputes arising out of or relating to these Terms will be resolved through binding arbitration in Place, in accordance with the rules of the American Arbitration Association.

C. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

D. Entire Agreement

These Terms, together with the Privacy Policy and any applicable service agreements or DPAs, constitute the entire agreement between you and Functor concerning your use of the Services.

E. Updates

Functor reserves the right to modify these Terms at any time. We will notify you of any material changes by posting the revised Terms on our website or by sending a notification via email to File.

11. Contact Information

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

Type	Details
Company Name	Sunhill LLC
Address	111 Town Square Place, Jersey City, NJ
Email	contact@aifunctor.com
Support Page	File

Please note that these Terms of Use should be reviewed by legal consultations for your specific jurisdiction and service offering.

Functor Terms of Use