Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Black Diamond Labs LLC ("BLACK DIAMOND," "Black Diamond Labs," "we," "our," or "us"). These Terms govern your access to and use of BLACK DIAMOND's websites, software products, APIs, developer tools, AI systems, agent platforms, automation infrastructure, dashboards, documentation portals, enterprise software, and all related services (collectively, the "Services").

To use the Services, you must:

1. (1)be at least 18 years of age;
2. (2)have the legal capacity to enter into binding contracts under applicable law;
3. (3)not be a person or entity prohibited from receiving services under applicable export control or sanctions laws; and
4. (4)not be located in or a national of a jurisdiction subject to comprehensive U.S. trade sanctions or export controls.

If you access or use the Services on behalf of a company, organization, team, or other entity, you represent and warrant that:

1. (1)you have the authority to bind that entity to these Terms;
2. (2)you are accepting these Terms on behalf of that entity; and
3. (3)"you" and "Customer" in these Terms refer to that entity.

If you lack such authority, you may not access or use the Services on behalf of the entity.

Your access to or use of the Services constitutes your acceptance of these Terms, including any updates posted at https://black-diamond.tech/terms. These Terms apply to all users of the Services, including individual developers, team members, administrators, and enterprise customers.

BLACK DIAMOND provides software products, APIs, developer tools, AI systems, agent platforms, automation infrastructure, dashboards, documentation portals, and related services. Current products include z-gateway, an AI agent governance and runtime safety platform. BLACK DIAMOND may offer additional products and services from time to time.

These Terms apply to all Services operated by BLACK DIAMOND, including products and services that do not exist at the time you first accept these Terms. When BLACK DIAMOND makes a new product or service available, your use of that product or service is governed by these Terms unless a separate agreement is presented at the time of access.

BLACK DIAMOND may offer access to pre-release, preview, beta, or early-access features (collectively, "Beta Services"). Beta Services:

1. (1)may be incomplete, unstable, or subject to significant change;
2. (2)are provided "as is" without warranty of any kind;
3. (3)may be discontinued at any time without notice;
4. (4)may not reflect the features or behavior of a final release; and
5. (5)are not suitable for production or mission-critical use unless Customer accepts those risks in writing.

Your use of Beta Services is at your sole risk. BLACK DIAMOND's liability for Beta Services is limited to the greatest extent permitted by applicable law. BLACK DIAMOND's standard service level commitments do not apply to Beta Services unless expressly extended in a written agreement.

Some features within the Services may rely on machine learning models, large language models, AI agents, or autonomous systems ("AI Features"). AI Features:

1. (1)may produce outputs that are inaccurate, incomplete, biased, or unexpected;
2. (2)may change in behavior as underlying models are updated or replaced;
3. (3)are not certified for use in safety-critical or legally regulated contexts unless expressly stated; and
4. (4)are subject to the additional terms in Section 7.

BLACK DIAMOND reserves the right to modify, update, enhance, or discontinue the Services or any portion of the Services at any time. For material changes that reduce functionality you actively rely on, we will endeavor to provide reasonable advance notice where practicable. Continued use of the Services following a modification constitutes acceptance of the change.

To access most features of the Services, you must register for an account. You agree to provide accurate, complete, and current registration information and to keep that information up to date throughout your use of the Services.

You are responsible for maintaining the confidentiality of your account credentials, including passwords, API keys, authentication tokens, and access secrets. You agree to:

1. (1)use strong, unique credentials and enable multi-factor authentication where available;
2. (2)not share your credentials with unauthorized persons;
3. (3)notify BLACK DIAMOND promptly at security@black-diamond.tech if you become aware of any unauthorized access to or compromise of your account; and
4. (4)take commercially reasonable steps to prevent unauthorized access to your account.

You are responsible for all activity that occurs under your account, whether or not authorized by you. BLACK DIAMOND is not liable for any loss or damage arising from unauthorized access to your account that results from your failure to maintain adequate credential security.

If you are a business customer, you may permit authorized team members, employees, contractors, or agents ("Authorized Users") to access the Services under your account. You are responsible for ensuring that Authorized Users comply with these Terms and that you promptly remove access for persons who are no longer authorized.

Where the Services support organizations, workspaces, or team accounts, the entity that creates the organization or workspace ("Organization Owner") controls access to that organization or workspace and is responsible for all activity within it.

Organization Owners may designate administrators who can manage team membership, billing, permissions, integrations, and organizational settings. Organization Owners are responsible for the actions of all administrators and for ensuring that administrative access is appropriately restricted and audited.

Organization Owners and administrators control the access rights of team members within the organization. BLACK DIAMOND is not responsible for disputes arising from access permissions assigned within a customer's organization.

Enterprise customers are responsible for:

1. (1)maintaining accurate organizational and billing information;
2. (2)ensuring that their use of the Services complies with applicable law, including employment, privacy, and data protection law;
3. (3)implementing appropriate internal access controls and security policies;
4. (4)training Authorized Users on appropriate and compliant use of the Services; and
5. (5)promptly notifying BLACK DIAMOND of any suspected security incidents, unauthorized access, or material policy violations.

You may not use the Services to:

In connection with any AI Features, agent systems, or automation capabilities within the Services, you may not:

BLACK DIAMOND may investigate suspected violations of this Acceptable Use Policy and take any action it deems appropriate, including suspending or terminating access, removing content, reporting violations to law enforcement, and seeking legal remedies. BLACK DIAMOND has no obligation to monitor use of the Services but reserves the right to do so.

As between BLACK DIAMOND and Customer, Customer retains all right, title, and interest in and to data, content, files, configurations, and information submitted, uploaded, or transmitted to the Services by or on behalf of Customer ("Customer Data"). These Terms do not transfer ownership of Customer Data to BLACK DIAMOND.

Customer grants BLACK DIAMOND a limited, non-exclusive, worldwide license to access, process, copy, store, and use Customer Data solely as necessary to provide, maintain, secure, and improve the Services, to fulfill BLACK DIAMOND's obligations under these Terms, and as described in the Privacy Policy. BLACK DIAMOND does not use Customer Data to train AI models without Customer's express consent unless the data has been aggregated or anonymized in a manner that prevents association with Customer or any identifiable individual.

Customer is solely responsible for:

1. (1)the accuracy, quality, legality, and appropriateness of all Customer Data;
2. (2)ensuring that Customer has all rights, licenses, consents, and permissions necessary to upload, process, and authorize BLACK DIAMOND to process Customer Data as contemplated by these Terms;
3. (3)compliance with applicable data protection and privacy laws with respect to Customer Data, including obligations to individuals whose personal information is included in Customer Data; and
4. (4)configuring, maintaining, and securing integrations and permissions that govern access to Customer Data.

The Services are not designed to process or store certain categories of particularly sensitive information unless expressly supported and documented for that purpose. These categories include, without limitation: protected health information as defined under HIPAA, payment card data as defined under PCI DSS, Social Security Numbers and government-issued national identification numbers, biometric data, and data pertaining to minors under the age of 16. Customer must not submit such data to the Services unless Customer has confirmed with BLACK DIAMOND in writing that the specific Service is configured and approved to handle such data.

The Services may include AI Features that generate, analyze, summarize, classify, recommend, or act on information. AI outputs are probabilistic in nature and may be inaccurate, incomplete, outdated, biased, or otherwise incorrect. BLACK DIAMOND makes no representation or warranty regarding the accuracy, reliability, or suitability of any AI output for any particular purpose.

Customer is responsible for independently reviewing, validating, and verifying AI outputs before relying on them to make decisions, take actions, or deliver results to end users. Customer should not deploy AI outputs in contexts where errors could cause material harm without implementing appropriate human review mechanisms.

Some features of the Services allow customers to configure AI agents, autonomous workflows, and automated processes that can take actions — including calling APIs, modifying data, executing code, interacting with external systems, or performing other operations ("Agent Actions"). Customer acknowledges that:

1. (1)Agent Actions occur at Customer's direction and under Customer's configuration and authorization;
2. (2)Customer is responsible for defining appropriate policies, permissions, approvals, and guardrails governing Agent Actions;
3. (3)BLACK DIAMOND's role in enabling Agent Actions is as a platform and infrastructure provider, not as the decision-maker or initiating party; and
4. (4)Customer is responsible for the outcomes of Agent Actions, including actions taken in connected third-party systems.

Customer may not use AI Features or Agent Actions in contexts where errors or failures could result in death, personal injury, catastrophic financial loss, or widespread harm to persons or critical infrastructure — including without limitation: clinical diagnosis or medical decision-making, nuclear or chemical facility controls, air traffic control, autonomous weapons systems, financial transaction execution in regulated markets without required human oversight, or other applications subject to mandatory safety requirements under applicable law — unless Customer has obtained all legally required approvals and has implemented all legally required safety measures.

AI models and agent capabilities evolve over time. BLACK DIAMOND may update, replace, or modify the models, policies, safety filters, or behaviors underlying AI Features. Customer is responsible for monitoring the behavior of its AI workflows and agent configurations and for validating continued suitability following any such changes.

The Services may support integrations with third-party platforms, including source code repositories (such as GitHub), relational and managed databases, APIs, cloud services, identity providers, communication tools, AI model providers, and other external services. Customer controls which third-party services are connected to the Services and is responsible for the configuration and scope of those connections.

Your use of third-party services accessed through or connected to the Services is governed by the terms and conditions of those third-party services. You are responsible for reviewing, understanding, and complying with those terms. BLACK DIAMOND is not a party to any agreement between you and a third-party service provider.

BLACK DIAMOND is not responsible for the availability, reliability, security, accuracy, or performance of third-party services, and shall not be liable for any loss or damage arising from your use of or reliance on third-party services, even if those services are accessed through the Services. References to third-party services in our documentation or platform do not constitute an endorsement.

Customer is responsible for:

1. (1)maintaining the security of credentials, tokens, and keys used to connect third-party services to the Services;
2. (2)ensuring that the permissions granted to the Services in connected systems are appropriately scoped and limited to what is necessary; and
3. (3)promptly revoking access for integrations that are no longer needed or that may have been compromised.

BLACK DIAMOND and its licensors own all right, title, and interest in and to the Services, including all software, algorithms, models, databases, interfaces, documentation, visual designs, and other technology and content that constitute the Services. No title or ownership in the Services or any component thereof is transferred to you under these Terms.

Subject to your compliance with these Terms and payment of any applicable fees, BLACK DIAMOND grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the term of your subscription or access period, solely for your internal business purposes in accordance with the documentation.

The BLACK DIAMOND name, logo, "Black Diamond Labs," "z-gateway," and other product names and marks are trademarks or service marks of Black Diamond Labs LLC. Nothing in these Terms grants you any right to use any BLACK DIAMOND trademark, trade name, logo, or other brand identifier without prior written permission.

If you provide BLACK DIAMOND with suggestions, feedback, ideas, feature requests, or other input regarding the Services ("Feedback"), you grant BLACK DIAMOND a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, create derivative works of, distribute, and commercialize the Feedback in any manner and for any purpose, without restriction or compensation to you. BLACK DIAMOND is under no obligation to implement any Feedback.

All rights in and to the Services not expressly granted in these Terms are reserved by BLACK DIAMOND. No implied licenses are granted under these Terms.

Access to certain features of the Services requires payment of subscription fees as set forth in the applicable order, pricing page, or other documentation provided by BLACK DIAMOND at the time of purchase. Fees are denominated in U.S. dollars unless otherwise specified.

Certain Services may include usage-based pricing components. You are responsible for all usage charges incurred under your account, including usage by Authorized Users and automated systems. Usage dashboards or estimates provided by BLACK DIAMOND are for informational purposes and do not constitute a cap on billable usage unless expressly stated in a written agreement.

Fees do not include applicable taxes. You are responsible for all sales, use, value-added, withholding, or other taxes and governmental charges imposed in connection with the Services, except for taxes based on BLACK DIAMOND's net income. If BLACK DIAMOND is required to collect or remit taxes on your behalf, those amounts will be added to your invoice.

Unless terminated in accordance with Section 14, subscriptions automatically renew for successive periods equal to the original subscription term at the then-current renewal price, unless you cancel prior to the renewal date. BLACK DIAMOND will charge the payment method on file at the start of each renewal period.

Plan changes may take effect immediately or at the start of the next billing cycle, as described on the applicable pricing page or in your account settings. Upgrades may result in prorated charges; downgrades may result in reduced billing at the next renewal.

If any amount due is not paid by its due date, BLACK DIAMOND may, after providing reasonable notice, suspend your access to the Services until outstanding amounts are paid in full. BLACK DIAMOND is not liable for any loss or damage arising from a suspension for non-payment.

Except as required by applicable law or expressly stated in a separate written agreement, all fees are non-refundable. BLACK DIAMOND does not provide refunds or credits for partial periods, unused services, or voluntary downgrades.

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential at the time of disclosure or that, given the nature of the information and circumstances of disclosure, a reasonable person would understand to be confidential. BLACK DIAMOND's Confidential Information includes the Services, technical architecture, product roadmaps, security practices, pricing structures, and unpublished documentation. Customer's Confidential Information includes Customer Data, business information, and internal configurations.

Each party agrees to:

1. (1)hold the Disclosing Party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;
2. (2)not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except as set forth in these Terms;
3. (3)use Confidential Information only for the purposes of exercising rights or fulfilling obligations under these Terms; and
4. (4)limit access to Confidential Information to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in these Terms.

The obligations in Section 11.2 do not apply to information that:

1. (1)is or becomes publicly known through no breach of these Terms;
2. (2)was rightfully known to the Receiving Party without restriction before disclosure;
3. (3)is rightfully received by the Receiving Party from a third party without restriction on disclosure; or
4. (4)is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

A Receiving Party may disclose Confidential Information if required to do so by applicable law, regulation, court order, or governmental authority, provided that, to the extent permitted by law, the Receiving Party: (a) provides the Disclosing Party with prompt prior written notice to enable it to seek a protective order; (b) cooperates reasonably with the Disclosing Party's efforts to limit disclosure; and (c) discloses only the minimum amount of Confidential Information legally required.

BLACK DIAMOND maintains technical, administrative, and organizational security measures designed to protect the Services and Customer Data processed through the Services. These measures may include encryption in transit and at rest, access controls, identity verification, network security monitoring, and incident response practices. Security documentation may be made available to enterprise customers upon request.

Maintaining security is a shared responsibility. BLACK DIAMOND is responsible for the security of the Services infrastructure and platform. Customer is responsible for:

1. (1)the security of its own systems and network environments;
2. (2)the configuration and security of Authorized User accounts and credentials;
3. (3)the configuration of access permissions and integrations within the Services;
4. (4)the security of Customer Data before and after transmission to the Services; and
5. (5)monitoring its use of the Services for unauthorized activity.

If BLACK DIAMOND becomes aware of a security incident that materially affects Customer Data, BLACK DIAMOND will notify Customer without undue delay in accordance with applicable law and any applicable Data Processing Agreement. Customer is responsible for investigating and responding to security incidents arising from its own systems, credentials, or configurations.

BLACK DIAMOND maintains a responsible disclosure program for security researchers who discover vulnerabilities in the Services. Reports should be sent to security@black-diamond.tech. Security researchers who comply with this process and act in good faith will not be subject to legal action by BLACK DIAMOND for conduct within the scope of the disclosure. This does not authorize any unauthorized access, data extraction, denial of service, or other activity prohibited by these Terms or applicable law.

BLACK DIAMOND's collection and use of personal information in connection with the Services is governed by BLACK DIAMOND's Privacy Policy, available at https://black-diamond.tech/privacy, which is incorporated into these Terms by reference.

For purposes of applicable data protection law, BLACK DIAMOND acts as a data controller with respect to personal information it collects directly in connection with account management, billing, and service operations. With respect to Customer Data that contains personal information and is processed by BLACK DIAMOND on Customer's behalf, BLACK DIAMOND typically acts as a data processor or service provider, and Customer acts as the data controller or business.

Customers who process personal data through the Services and who are subject to the GDPR, UK GDPR, CCPA/CPRA, or other applicable data protection law requiring a processing agreement may request a Data Processing Addendum (DPA) by contacting privacy@black-diamond.tech. The DPA governs BLACK DIAMOND's processing activities in its processor or service provider capacity and supplements these Terms. In the event of a conflict between the DPA and these Terms on matters of data protection, the DPA controls.

You may stop using the Services and cancel your subscription at any time through your account settings or by contacting legal@black-diamond.tech. Cancellation takes effect at the end of the current billing period, after which your access to the Services will cease. Fees paid for the current period are non-refundable except as required by applicable law.

BLACK DIAMOND may terminate your access to the Services immediately upon written notice if:

1. (1)you materially breach these Terms and fail to cure the breach within 30 days of receiving written notice specifying the breach;
2. (2)you breach Section 5 (Acceptable Use Policy) or Section 6.4 (Sensitive Data) in a manner that poses immediate security, legal, or operational risk;
3. (3)you become insolvent, make an assignment for the benefit of creditors, or are subject to bankruptcy, liquidation, or similar proceedings; or
4. (4)continued provision of the Services to you is required to be suspended by applicable law.

BLACK DIAMOND may immediately suspend your access to the Services without terminating your account if: (a) you engage in conduct prohibited by Section 5; (b) your use poses an imminent security risk to BLACK DIAMOND, other customers, or third parties; (c) payment is overdue as described in Section 10.6; or (d) suspension is required to comply with a legal obligation. BLACK DIAMOND will attempt to provide notice before suspension where reasonably practicable, except where emergency action is required.

BLACK DIAMOND may terminate these Terms and discontinue the Services generally upon 60 days' advance written notice. If BLACK DIAMOND terminates the Services for convenience and you have prepaid fees covering a period after the termination date, BLACK DIAMOND will provide a pro-rata refund of unused prepaid fees.

Upon termination or expiration of your access:

1. (1)all rights and licenses granted to you under these Terms cease immediately;
2. (2)you must immediately stop using the Services and delete any copies of BLACK DIAMOND software in your possession;
3. (3)BLACK DIAMOND will retain Customer Data for a limited period as described in the Privacy Policy, after which it will be deleted or anonymized in accordance with BLACK DIAMOND's data retention practices; and
4. (4)you remain responsible for all fees incurred prior to the termination date.

The following provisions survive termination or expiration of these Terms: Sections 6.1 (Customer Ownership), 6.3 (Customer Responsibility for Data), 9 (Intellectual Property), 11 (Confidentiality), 14.5 (Effect of Termination), 14.6 (Survival), 15 (Disclaimers), 16 (Limitation of Liability), 17 (Indemnification), 18 (Export Controls), 20 (Dispute Resolution), and 22 (General Terms).

The parties acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties. BLACK DIAMOND would not have entered into these Terms without these limitations.

Nothing in these Terms limits or excludes liability for:

1. (1)death or personal injury caused by gross negligence or willful misconduct;
2. (2)fraud or fraudulent misrepresentation;
3. (3)any liability that cannot be limited or excluded under applicable law; or
4. (4)indemnification obligations expressly set forth in these Terms.

You agree to defend, indemnify, and hold harmless BLACK DIAMOND, its affiliates, officers, directors, employees, contractors, licensors, and service providers (the "BLACK DIAMOND Parties") from and against any claims, demands, actions, suits, losses, liabilities, damages, judgments, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

1. (1)your Customer Data, including any claim that your Customer Data infringes, misappropriates, or violates any third-party right, or that your collection, submission, or processing of Customer Data violated applicable law;
2. (2)your use of the Services in violation of these Terms or applicable law;
3. (3)your breach of any representation, warranty, or obligation under these Terms;
4. (4)any third-party services connected to the Services under your account;
5. (5)Agent Actions or automated workflows configured or authorized by you; or
6. (6)a claim by any third party arising from your products, services, or applications built using the Services.

BLACK DIAMOND will: (a) promptly notify you of any claim for which indemnification is sought; (b) grant you sole control of the defense and settlement of the claim, provided that you may not settle any claim that imposes liability or obligation on BLACK DIAMOND without BLACK DIAMOND's prior written consent; and (c) provide reasonable cooperation at your expense. BLACK DIAMOND reserves the right, at its own expense, to participate in the defense of any claim.

You represent and warrant that your use of the Services complies with all applicable U.S. and international export control laws and regulations, including the Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and the economic sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury.

You represent and warrant that neither you nor any Authorized User is:

1. (1)located in or a national of a country or territory subject to comprehensive U.S. trade sanctions or embargoes, currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine, as updated from time to time;
2. (2)identified on any U.S. government restricted party list, including OFAC's Specially Designated Nationals list, the Commerce Department's Denied Persons or Entity lists, or the State Department's Debarred Parties list; or
3. (3)owned or controlled by any such party.

You agree not to use the Services in connection with any activity that would violate applicable export control or sanctions laws, including the design, development, production, or use of nuclear, chemical, biological, or radiological weapons, or any other prohibited end use under applicable law.

The Services and any related documentation are "Commercial Computer Software" and "Commercial Computer Software Documentation" as those terms are defined in FAR § 12.212 and DFARS § 227.7202-1 through § 227.7202-4. Government end users acquire the Services only with the rights described in these Terms. Government use, duplication, or disclosure of the Services is subject to the restrictions set forth herein and in applicable Federal Acquisition Regulations.

These Terms and any dispute arising out of or relating to them or the Services shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

Each party irrevocably consents to the exclusive personal jurisdiction and venue of the state and federal courts located in the State of Delaware for any dispute arising out of or relating to these Terms or the Services. Each party waives any objection to personal jurisdiction or venue in such courts.

Before initiating formal legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of 30 days following written notice to the other party describing the dispute in reasonable detail.

BLACK DIAMOND reserves the right to modify these Terms at any time. For non-material changes, we will update the "Last Updated" date and post the revised Terms at https://black-diamond.tech/terms. For material changes, BLACK DIAMOND will provide at least 30 days' advance notice to the email address associated with your account or through a prominent notice within the Services, unless a shorter timeframe is required for legal, security, or compliance reasons.

Your continued use of the Services after the effective date of material changes constitutes acceptance of the updated Terms. If you do not agree to material changes, your sole remedy is to stop using the Services and cancel your subscription before the effective date.

BLACK DIAMOND reserves the right to modify, update, enhance, restrict, or discontinue the Services or any feature at any time. Where reasonably practicable, BLACK DIAMOND will endeavor to provide advance notice of material changes that reduce functionality customers actively use.

These Terms, together with the Privacy Policy, any applicable Data Processing Addendum, any executed order forms, and any product-specific supplemental terms incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, negotiations, representations, or understandings, whether written or oral, relating to the Services.

In the event of a conflict between these Terms and any supplemental terms, order form, or addendum, the order form or addendum controls with respect to the specific subject matter of that document, unless it expressly states otherwise.

You may not assign, transfer, or delegate any rights or obligations under these Terms without BLACK DIAMOND's prior written consent. BLACK DIAMOND may freely assign these Terms in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of its assets, without your consent. Any attempted assignment in violation of this section is void.

If any provision of these Terms is found to be invalid, illegal, or unenforceable under applicable law, the provision will be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will remain in full force and effect.

No failure or delay by BLACK DIAMOND in exercising any right or remedy under these Terms will operate as a waiver of that right or remedy. No single or partial exercise of any right or remedy will preclude the further exercise of that right or remedy or the exercise of any other right or remedy.

BLACK DIAMOND shall not be liable for any failure or delay in performance of its obligations under these Terms to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, failure of third-party infrastructure, widespread internet outages, or power failures. BLACK DIAMOND will use commercially reasonable efforts to mitigate the impact of such events and resume performance as soon as practicable.

The parties are independent contractors. Nothing in these Terms creates an employment, agency, partnership, joint venture, or franchise relationship between the parties. Neither party has authority to bind the other party or incur obligations on the other party's behalf.

These Terms do not create any third-party beneficiary rights. Only the parties to these Terms have rights and remedies under these Terms, except as expressly provided in the indemnification provisions.

Notices to BLACK DIAMOND must be sent to legal@black-diamond.tech. BLACK DIAMOND may provide notices to you through the Services, by email to the address associated with your account, or through any other method reasonably calculated to give you actual notice. Notices are effective upon delivery.

By using the Services, you consent to receiving electronic communications from BLACK DIAMOND, including account confirmations, billing notices, security alerts, service announcements, and policy updates. You agree that electronic communications satisfy any legal requirement that such communications be in writing.

Section headings are for convenience only and have no legal or interpretive effect.

Enterprise customers granted access to Beta Services under a separate agreement, pilot arrangement, or written authorization are additionally subject to the specific terms of that arrangement. Enterprise customers who deploy Beta Services in production environments accept all associated risk. BLACK DIAMOND's standard availability commitments do not extend to Beta Services unless expressly extended in writing.

Unless BLACK DIAMOND has executed a separate Service Level Agreement (SLA) with you in a written order form or addendum, BLACK DIAMOND does not guarantee any specific level of availability, uptime, response time, or performance. Status information may be made available at a status page published by BLACK DIAMOND, but the availability of such a page does not constitute a commitment to any particular service level.

The Services' APIs are subject to rate limits and usage quotas as documented in BLACK DIAMOND's technical documentation. BLACK DIAMOND may adjust these limits from time to time and will use reasonable efforts to provide advance notice of reductions that would materially affect existing integrations. Customer is responsible for implementing appropriate retry logic, error handling, and rate-limit awareness in any integration with the Services' APIs.

BLACK DIAMOND supports responsible security research. If you believe you have discovered a security vulnerability in the Services, please report it to security@black-diamond.tech before public disclosure. BLACK DIAMOND will acknowledge receipt of valid reports, investigate in good faith, and work to remediate confirmed vulnerabilities. Security researchers who comply with this process and act in good faith will not be subject to legal action by BLACK DIAMOND for conduct within the scope of the disclosure. This does not authorize any unauthorized access, data extraction, denial of service, or any other activity prohibited by these Terms or applicable law.

Customers required by applicable data protection law to execute a processing agreement with their data processors may request a DPA by contacting privacy@black-diamond.tech. The DPA supplements these Terms and governs BLACK DIAMOND's processing of personal data on Customer's behalf. In the event of a conflict between the DPA and these Terms on matters of data protection, the DPA controls.

BLACK DIAMOND uses subprocessors to provide portions of the Services, including for infrastructure hosting, authentication, monitoring, analytics, and customer support. A current list of subprocessors may be requested by contacting privacy@black-diamond.tech. Enterprise customers with DPAs in place will receive advance notice of material subprocessor changes in accordance with the DPA.

The Services may provide audit log functionality that records account activity, access events, Agent Actions, policy decisions, and configuration changes. Audit logs are provided for Customer's operational and compliance purposes. BLACK DIAMOND does not guarantee the completeness of audit logs or that audit logs will satisfy all applicable regulatory recordkeeping requirements. Customer is responsible for exporting, retaining, and managing audit logs in accordance with its own legal and compliance obligations.

Customer is solely responsible for determining whether the Services are suitable for its intended use case and comply with the legal and regulatory requirements applicable to Customer's industry, jurisdiction, and operations, including requirements under sector-specific frameworks such as HIPAA, GLBA, FedRAMP, SOC 2, ISO 27001, PCI DSS, FERPA, and comparable standards. BLACK DIAMOND's compliance with its own security and privacy practices does not constitute a representation that the Services satisfy Customer's specific regulatory obligations. Customers operating under regulated requirements should evaluate the Services with qualified legal and compliance counsel before deployment.