Terms of Service

1. AGREEMENT

These Terms of Service (the "Agreement") specify the terms and conditions governing your access to and use of our artificial intelligence software website, including all services, applications, and content offered through the website (collectively, the "Service"). This Agreement constitutes a legally binding contract between you, whether personally or on behalf of an entity ("you," "your," or "User") and Transcendent Software, LLC ("Company," "we," "us," or "our").

By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. If you do not agree to these terms, you must not access or use the Service.

We reserve the right, at our sole discretion, to modify, alter, or otherwise update this Agreement at any time. Such modifications shall become effective immediately upon posting. Your continued use of the Service following any such modifications constitutes your acceptance of the revised Agreement.

2. PRIVACY

Your use of the Service is also governed by our Privacy Policy, which is incorporated herein by reference. Please review our Privacy Policy at [URL] to understand our practices regarding the collection, use, and disclosure of your information.

3. ELIGIBILITY

You must be at least 18 years of age to access or use the Service. By accessing or using the Service, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into this Agreement. If you are accessing or using the Service on behalf of an entity, you represent and warrant that you have the authority to bind such entity to this Agreement.

4. SERVICE DESCRIPTION

The Service provides access to artificial intelligence software applications, tools, and related content designed to assist with software engineering, code writing, and other technologic services. The specific features, functionality, and availability of the Service may vary and are subject to change at our discretion.

5. ACCOUNT REGISTRATION AND SECURITY

5.1 Account Creation

To access certain features of the Service, you may be required to register for an account. When registering, you agree to provide accurate, current, and complete information and to update such information to keep it accurate, current, and complete. We reserve the right to suspend or terminate your account if any information provided during the registration process or thereafter proves to be inaccurate, not current, or incomplete.

5.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials, including your username and password. You agree to notify us immediately of any unauthorized access to or use of your account. We will not be liable for any loss or damage arising from your failure to comply with this section.

5.3 Account Termination

We reserve the right to suspend or terminate your account at any time for any reason, including but not limited to, violation of this Agreement. Upon termination, your right to access and use the Service will immediately cease.

6. LICENSE GRANT AND RESTRICTIONS

6.1 License Grant

Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business or personal purposes.

6.2 Restrictions on Use

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

1. License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose, or otherwise commercially exploit the Service or make the Service available to any third party;
2. Modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Service;
3. Access the Service in order to build a similar or competitive website, product, or service;
4. Remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) of the Company or its affiliates, partners, suppliers, or licensors;
5. Use the Service to transmit any content that is unlawful, infringing, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable;
6. Use the Service to transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs;
7. Interfere with or disrupt the integrity or performance of the Service or the data contained therein;
8. Attempt to gain unauthorized access to the Service, computer systems, or networks related to the Service;
9. Use the Service in any manner that could disable, overburden, damage, or impair the Service or interfere with any other party's use of the Service;
10. Use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service;
11. Use the Service in violation of any applicable law, regulation, or third-party rights; or
12. Use the Service to generate content that violates any third-party intellectual property rights or that is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Ownership

The Service, including all content, features, and functionality thereof, is owned by the Company, its licensors, or other providers of such material and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

7.2 User Content

You retain all rights in, and are solely responsible for, the content you submit, post, transmit, or display through the Service ("User Content"). By submitting, posting, or displaying User Content on or through the Service, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute such User Content in any and all media or distribution methods now known or later developed.

7.3 AI-Generated Content

7.3.1 Ownership of AI-Generated Content

The ownership of content generated by the Service's artificial intelligence capabilities ("AI-Generated Content") shall be determined as follows:

1. If you provide input data or prompts that result in AI-Generated Content, you shall own all right, title, and interest in and to such AI-Generated Content, subject to our underlying rights in the Service and any third-party rights in the input data.
2. Notwithstanding the foregoing, we retain ownership of all training data, models, algorithms, and improvements to the Service that may result from your use of the Service.

7.3.2 License to AI-Generated Content

By using the Service to generate AI-Generated Content, you grant us a perpetual, worldwide, non-exclusive, royalty-free license to use any AI-Generated Content for the purposes of improving, training, and developing our artificial intelligence models and the Service.

7.3.3 Representations and Warranties Regarding AI-Generated Content

You represent and warrant that your use of AI-Generated Content will not infringe upon or violate the rights of any third party, including without limitation, any intellectual property rights, privacy rights, or rights of publicity. You acknowledge that AI-Generated Content may inadvertently reproduce content similar to third-party content that was used to train the artificial intelligence models.

8. DATA USAGE AND PRIVACY

8.1 Data Collection and Use

We collect and process data as described in our Privacy Policy. By using the Service, you consent to such collection and processing of data.

8.2 Training Data

You acknowledge and agree that we may use data provided by you, including User Content and usage data, to train, improve, and develop our artificial intelligence models and the Service. We will take reasonable measures to anonymize and aggregate such data to protect your privacy.

8.3 Data Security

We implement reasonable security measures to protect your data from unauthorized access, disclosure, alteration, or destruction. However, no method of transmission over the Internet or method of electronic storage is 100% secure. Therefore, while we strive to use commercially acceptable means to protect your data, we cannot guarantee its absolute security.

9. FEES AND PAYMENT

9.1 Service Fees

Access to and use of certain features of the Service may require payment of fees. All fees are stated in U.S. dollars unless otherwise specified and are exclusive of any applicable taxes.

9.2 Payment Terms

You agree to pay all fees in accordance with the payment terms in effect at the time a fee is due and payable. If you provide credit card or other payment information to us, you authorize us to charge such payment method for all fees incurred.

9.3 Subscription and Renewal

If you subscribe to a paid Service plan, your subscription will automatically renew at the end of each subscription period unless you cancel your subscription prior to the renewal date. You may cancel your subscription at any time through your account settings or by contacting us at privacy@coffeebreakai.dev.

9.4 Refunds

Except as expressly provided in this Agreement, all fees are non-refundable.

9.5 Changes to Fees

We reserve the right to change our fees at any time. If we change the fees for a subscription service, we will provide notice of the change through the Service or by email at least 30 days before the change takes effect.

10. THIRD-PARTY SERVICES AND CONTENT

10.1 Third-Party Services

The Service may contain links to third-party websites, services, or content that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.

10.2 Third-Party Content

The Service may display content from third parties. You acknowledge that we are not responsible for the accuracy, completeness, appropriateness, or legality of such third-party content.

11. DISCLAIMER OF WARRANTIES

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

We make no warranty that the Service will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of any content available through the Service.

You acknowledge and agree that any reliance on the Service, including any AI-Generated Content, is at your own risk. The Company is not responsible for any decisions made based on the Service or AI-Generated Content.

12. LIMITATION OF LIABILITY

IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; (III) ANY CONTENT OBTAINED FROM THE SERVICE; AND (IV) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS EXCEED THE AMOUNT PAID BY YOU, IF ANY, TO US FOR ACCESS TO AND USE OF THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

13. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the Company, its directors, employees, partners, agents, suppliers, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of this Agreement; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; (iv) any claim that your User Content or use of the Service caused damage to a third party; or (v) your use or distribution of AI-Generated Content. This defense and indemnification obligation will survive this Agreement and your use of the Service.

14. COMPLIANCE WITH LAWS

You agree to comply with all applicable laws, regulations, and third-party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws) in connection with your use of the Service.

15. DISPUTE RESOLUTION

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of law provisions.

15.2 Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the rules of the American Arbitration Association then in effect. The arbitration shall be conducted in Jackson County, Missouri, in the English language, by a single arbitrator appointed in accordance with such rules. The decision of the arbitrator shall be final and binding upon the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

15.3 Class Action Waiver

YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

15.4 Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

16. TERMINATION

16.1 Termination by You

You may terminate this Agreement at any time by discontinuing use of the Service and closing your account.

16.2 Termination by Us

We may terminate or suspend your access to the Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach this Agreement. Upon termination, your right to use the Service will immediately cease.

16.3 Effect of Termination

All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

17. GENERAL PROVISIONS

17.1 Entire Agreement

This Agreement, together with the Privacy Policy and any other legal notices and agreements published by the Company, shall constitute the entire agreement between you and the Company concerning the Service.

17.2 Severability

If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

17.3 Waiver

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and the Company's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

17.4 Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by the Company without restriction.

17.5 Notices

Any notices or other communications provided by the Company under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Service. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

17.6 Force Majeure

The Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

17.7 Export Control

You may not use or otherwise export or re-export the Service except as authorized by United States law and the laws of the jurisdiction in which the Service was obtained. In particular, but without limitation, the Service may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List.

18. CONTACT INFORMATION

If you have any questions about this Agreement, please contact us at:

Transcendent Software LLC 833 SW Lemans Lane, #195 Lee’s Summit, MO 64082 privacy@coffeebreakaai.dev

19. EFFECTIVE DATE

This Agreement is effective as of November 4, 2025.