Commercial Use Terms

These Commercial Use Terms ("CUT") are a supplemental agreement that applies whenever an authorized signer accepts a Team or Enterprise subscription on the Singularity Marketplace on behalf of an organization. The CUT does not replace the Marketplace Terms of Service ("ToS") or the Snippbot License Agreement ("License Agreement"); those agreements continue to apply in full to the organization, the authorized signer, and every individual member. The CUT adds organization-level obligations on top of that baseline. In the event of a direct conflict between the CUT and the ToS or License Agreement, the CUT controls for the organization-level matters it specifically addresses — per-Seat billing, organization authority and roles, Seat allocation, private-registry confidentiality, organization-level liability, and ownership transfer — and the ToS and License Agreement control for all other matters. This order of precedence is intended to be consistent with ToS Section 20 (Entire Agreement & Order of Precedence).

1. Overview

The CUT becomes binding when an Authorized Signer (defined below) clicks to accept these terms during signup or upgrade to a Team or Enterprise plan offered by Snippai LLC ("Company", "we", "us", "our"). Acceptance is given on behalf of the Organization, which becomes the contracting party for all paid commercial use of the Marketplace. The CUT covers per-seat billing, organization authority, seat allocation, private-registry confidentiality, organization-level liability, and ownership transfer. Individual conduct on the Marketplace continues to be governed by the ToS.

2. Definitions

• Organization — The legal entity (company, partnership, nonprofit, or other organization) on whose behalf the CUT is accepted and which holds the paid Team or Enterprise subscription.
• Authorized Signer — The natural person who accepts the CUT on behalf of the Organization and represents that they have authority to bind the Organization.
• Member — Any natural person who is invited to, accepts, and currently holds an active organization_member record in the Organization's registry account, regardless of the role assigned to them. Unless qualified (for example, "Member role" below), the unqualified term "Member" refers to this umbrella definition and includes Owners, Admins, Publishers, and holders of the Member role. Where this agreement refers to an "Owner", "Admin", or "Publisher" without the word "role", it means a Member holding that role.
• Owner role — A Member with full administrative authority over the Organization, including billing, ownership transfer, and termination. Every Organization must have at least one Owner at all times.
• Admin role — A Member with authority to invite, remove, and manage other Members and to manage Organization packages, but without authority to change billing or transfer ownership.
• Publisher role — A Member with authority to publish packages into the Organization's namespace and to manage packages they publish.
• Member role — A Member with authority to consume packages from the Organization's private registry but without authority to publish or administer.
• Seat — One active organization_member row in the registry. Every Member, regardless of role, occupies exactly one Seat.
• Subscription — The Organization's paid Team or Enterprise plan with Snippai LLC, processed through Stripe.
• Billing Period — The recurring period (monthly or annual, as selected at signup) during which the Subscription is active and the per-Seat fee is charged.

3. Subscription & Billing

3.1 Pricing

As of the date of these terms, the Marketplace offers the following commercial plans, priced per Seat per Billing Period:

• Team: $29 per Seat per month.
• Enterprise: $99 per Seat per month.

Posted pricing on /pricing at the time of signup or renewal is authoritative. Snippai LLC may change pricing for future Billing Periods; changes are communicated under Section 13.

3.2 No Free Trial — Two-Seat Minimum from Day One

Neither the Team plan nor the Enterprise plan includes a free trial, and neither can be started with a single Seat. Both have a minimum of two (2) Seats, and the Organization is billed for two Seats from day one at the per-Seat rate — even though, on a new self-serve Team Subscription, only the Owner's Seat is active until the designated second Member accepts. To open a Team Subscription through self-serve checkout, the Authorized Signer must designate a second Member at signup — an existing, email-verified individual Snippbot account that is not already a member of another Team or Enterprise organization — who is sent an invitation to claim the second Seat. Organization features become available once checkout payment succeeds, whether or not the second Member has yet accepted. Enterprise Subscriptions are provisioned by Snippai LLC's sales team for the negotiated number of Seats (minimum two) and are active and billed from day one. The two-Seat minimum is then enforced on an ongoing basis: the Organization cannot drop below two Seats, and to replace a departing Member an Owner or Admin invites the replacement before removing the departing Member (see License Agreement §4 and §5 for the full mechanics).

3.3 Quantity Changes

The Stripe Subscription quantity billed to the Organization is the greater of the two-Seat plan minimum and the number of Seats — counted as active Members plus outstanding (unaccepted, unexpired) invitations. When Members are added or removed during a Billing Period, Stripe's standard proration applies to the next invoice. The quantity is derived by the Marketplace from that Seat count; the Organization's corresponding responsibility is to keep its Member list accurate by adding or removing Members through the Organization dashboard, which in turn adjusts quantity on the next invoice.

3.4 Cancellation & Refunds

The default cancellation mode is cancel-at-period-end: the Subscription remains active through the end of the current Billing Period, and no further charges are made. No partial-period refunds are issued when the Organization cancels, consistent with the no-refund policy in the License Agreement (if Snippai LLC instead terminates for its convenience, Section 10.3 provides a pro-rata refund). Immediate mid-period cancellation requires a written request from a verified Owner (see Section 10).

3.5 Taxes

Stripe Tax is enabled on all commercial Subscriptions and automatically calculates and collects applicable VAT, GST, sales tax, and similar transaction taxes based on the Organization's billing address. Posted per-Seat pricing is exclusive of tax. The Organization is responsible for providing an accurate billing address and any tax identification numbers required for proper tax treatment.

4. Authority & Acceptance

By accepting these terms, the Authorized Signer represents and warrants that: (a) they are at least 18 years of age (or the age of majority in their jurisdiction); (b) they have the legal authority to bind the Organization to the CUT, the ToS, and the License Agreement; (c) the Organization is duly formed and in good standing in its jurisdiction of formation; and (d) the Organization's acceptance of these terms does not violate any law, contract, or organizational document applicable to the Organization; and (e) every individual the Organization invites to or seats in the Organization meets the minimum age and has the legal capacity required to be bound by the ToS and the License Agreement, and the Organization will not seat any individual who does not.

The Organization, and not the Authorized Signer in their individual capacity, is the contracting party with Snippai LLC under the Subscription. The CUT binds the Organization, its successors, and its assigns, including any entity into which the Organization merges or which acquires substantially all of its assets, provided that any such successor entity remains subject to the ToS and the License Agreement. Except for such a successor by merger or by acquisition of substantially all of the Organization's assets, the Organization may not assign or transfer the CUT or the Subscription without Snippai LLC's prior written consent; Snippai LLC may assign as provided in ToS Section 20.

5. Permitted Use

Subject to the ToS, the License Agreement, and the CUT, the Organization is granted a non-exclusive, non-transferable right to use the Marketplace for its internal commercial purposes during the Subscription, which Snippai LLC may suspend or revoke only as provided in Section 10.3. This includes:

• Allowing Members to consume Packages from public and private registries on the Organization's behalf.
• Allowing Members with the Publisher role to publish Packages into the Organization's namespace.
• Operating one or more private registries scoped to the Organization, accessible only to active Members of the Organization.

Seats are allocated to named Members and are not transferable between Members within a Billing Period except through the Organization dashboard by an Owner or Admin (for example, removing a departing Member and inviting a replacement). The CUT does not authorize anonymous, shared, or pooled credentials.

6. Seat Licensing & Allocation

Each active Member of the Organization occupies exactly one Seat. The Stripe Subscription quantity billed to the Organization equals the Seat count described in Section 3.3 at the time each invoice is generated. A Team Subscription is subject to the minimum and maximum Seat counts set out in License Agreement §4 — currently a minimum of two (2) and a maximum of twenty-five (25) active Seats — and an Organization that needs more Seats than the Team maximum must use an Enterprise Subscription (§5), which has no Seat maximum. The Organization, through its Owners and Admins, is solely responsible for:

• Maintaining an accurate Member list in the Organization dashboard.
• Promptly revoking access for Members who leave the Organization, change roles such that they no longer require access, or who otherwise should no longer hold a Seat.
• Reviewing the active Member count and the Stripe quantity reflected on each invoice, and notifying [email protected] of any suspected discrepancy.

Snippai LLC does not monitor employment status, employment changes, or any other off-platform signal about Members. Access continues until an Owner or Admin removes the Member through the dashboard. Removals are subject to the two-Seat minimum in Section 3.2: a removal, self-leave, or invitation revocation that would drop the Organization below two Seats is blocked until a replacement Member is invited.

Verification and true-up. Snippai LLC may verify the Organization's active Seat usage from Marketplace platform data. If verification shows that the Organization used more Seats than it was billed for — for example, by circumventing Seat counts in violation of Section 8 — Snippai LLC may invoice the Organization for the under-reported Seats for the affected Billing Periods at the applicable per-Seat rate.

7. Data & Confidentiality

Packages published into a private registry are confidential to the active Members of the Organization that owns the registry. Snippai LLC processes private registry contents only as necessary to (a) host, store, distribute, and back up the Packages, (b) operate the Marketplace infrastructure, and (c) perform security scanning consistent with ToS Section 6. Other than for those purposes — and any manual review reasonably necessary for security, abuse-investigation, or legal-compliance purposes, consistent with ToS Section 6 — Snippai LLC does not access, review, or use the contents of private Packages.

Organization metadata — including Owner and Member email addresses, billing contact information, package names, package versions, registry names, and Subscription state — is stored by Snippai LLC's payment processor (Stripe) and within the registry's primary database (Postgres) for the purpose of operating the Subscription. With respect to the Organization and Member personal data that Snippai LLC must process to operate the Subscription (such as Owner and Member email addresses, billing contact information, and Subscription state), the Organization is the controller and Snippai LLC acts as a processor on the Organization's documented instructions to provide the Marketplace; Snippai LLC processes such data only to provide, secure, and support the Marketplace and not for any unrelated purpose, and will make a data processing addendum (DPA) available.

Limitations of this version. The CUT does not include a Data Processing Addendum, Standard Contractual Clauses, signed Business Associate Agreement, or other supplemental data-protection instrument. Beyond the operational account data described above, Organizations subject to the EU GDPR, UK GDPR, HIPAA, or other regimes that require such instruments should not place additional personal, special-category, or regulated data into Packages, private registries, or other Marketplace fields, and should not otherwise rely on the Marketplace to process such data on their behalf, until those instruments are made available. Snippai LLC expects to publish a DPA (with Standard Contractual Clauses where applicable) in a future revision; until then, this is a known limitation of the commercial offering.

8. Acceptable Use

The Organization and every Member must comply with the acceptable-use and prohibited-conduct provisions of the ToS, including but not limited to ToS Section 8. In addition, as a condition of commercial use:

• The Organization may not use the Marketplace as a redistribution backend for content that violates a Member's own internal corporate, employment, or contractual policies.
• The Organization is responsible for the content its Members publish into the Organization namespace and to its private registries. Snippai LLC bears no responsibility for content the Organization or its Members upload, including content that the Organization later determines violates its own policies.
• The Organization may not use the Marketplace to circumvent license restrictions, seat counts, or billing on the Marketplace or on any third-party software.

9. Intellectual Property

Members who publish Packages into the Organization's namespace retain ownership of the intellectual property in those Packages, subject to the license grant to Snippai LLC under ToS Section 4.2 and to any agreement between the publishing Member and the Organization (such as an employment or contractor agreement).

The Organization may not unilaterally claim ownership of intellectual property in a Package published by a Member who has since left the Organization, except to the extent that such ownership transferred to the Organization under a separate written agreement between the Organization and the publishing Member. The Marketplace records the publishing Member as the publisher of record and will continue to do so following the Member's departure.

10. Ownership Transfer & Termination

10.1 Ownership Transfer

Ownership of the Organization on the Marketplace may be transferred between Members by promoting a second Member to the Owner role through the Organization dashboard and then demoting or removing the original Owner. At all times the Organization must have at least one Owner; the dashboard will not permit the removal of the last remaining Owner.

10.2 Termination by the Organization

An Owner may cancel the Subscription at any time through the Organization dashboard. The default mode is cancel-at-period-end, under which access to commercial features continues until the end of the current Billing Period and no further charges are made. Immediate termination mid-period requires a written request to [email protected] from a verified Owner; no partial-period refund is provided.

10.3 Termination by Snippai LLC

Notwithstanding the at-will suspension and termination right in ToS Section 14, while a Subscription is active Snippai LLC may suspend or terminate it only for: (a) non-payment; (b) a material violation of the ToS, the CUT, or the License Agreement by the Organization or a Member; or (c) where reasonably necessary to comply with law or to address a security or legal-compliance risk. If Snippai LLC terminates an active Subscription for its convenience (that is, other than on a ground in (a)–(c)), it will refund the Organization a pro-rata portion of any prepaid fees for the unused remainder of the then-current Billing Period.

10.4 Effect of Termination

Upon termination of the Subscription for any reason: (a) the Organization's commercial features (including publishing, its private registries and the Packages in them, Seats above the free tier, and earning organization USD revenue) cease to be available, as further described in Section 10.5; (b) the publishing-Member-level ownership and license rights described in Section 9 survive; (c) Sections 7 (Data & Confidentiality), 10.5 (Access & Data After Termination), 11 (Liability & Disclaimer), 12 (Indemnification), 14 (Governing Law), and 15 (General Provisions) survive in accordance with their terms; and (d) Members may continue to access the Marketplace under whatever individual rights they hold under the ToS and the License Agreement.

10.5 Access & Data After Termination

After termination or downgrade of the Subscription, individual Members retain access to their own Marketplace accounts under the ToS and the License Agreement. The Organization's commercial features are switched off: its private registries and the Packages published into them are deactivated and are no longer downloadable, installable, or otherwise served, and the Organization's account enters a read-only state. The Organization's data is retained, and is not deleted automatically, so that the Organization may restore its private registries and Packages by reactivating a Subscription; Snippai LLC does not otherwise provide a separate export of private Packages from a deactivated Organization. Snippai LLC will delete the Organization's data on the Organization's request (see the Privacy Policy) or as required by law; this Section does not limit any deletion or export right the Organization or a Member has under the Privacy Policy.

11. Liability & Disclaimer

The disclaimers and limitations of liability in ToS Sections 10 and 11 apply in full to the Organization, every Authorized Signer, and every Member. The Marketplace and all Packages are provided "AS IS" and "AS AVAILABLE" without warranty of any kind.

Organization-tier cap. To the maximum extent permitted by applicable law, the aggregate liability of Snippai LLC to the Organization and the Authorized Signer (acting in a representative capacity), taken together, for any and all claims arising out of or relating to the Subscription, the Marketplace, or any Package — whether in contract, tort (including negligence), strict liability, or any other theory, and regardless of whether Snippai LLC has been advised of the possibility of such damages — shall not exceed the greater of (a) fifty US dollars ($50.00) or (b) the total fees paid by the Organization to Snippai LLC in the twelve (12) months immediately preceding the event giving rise to the claim. This single, combined cap applies to all claims by the Organization and the Authorized Signer arising out of the Organization's use of the Subscription, and for those claims it replaces (does not stack with) the limitation of liability in ToS Section 11. The claims of each individual Member — whether related to the Organization's use of the Subscription or personal — remain governed by the limitation of liability in ToS Section 11 (including its conditional fifty-dollar ($50.00) floor), applied separately to that Member and not aggregated with the claims of the Organization, the Authorized Signer, or any other Member.

Liabilities that cannot be limited. Nothing in the CUT, the ToS, or the License Agreement excludes or limits Snippai LLC's liability for (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) gross negligence or willful misconduct; or (d) any other liability that cannot lawfully be excluded or limited under applicable law. The caps and exclusions in this Section 11 apply only to the extent permitted by applicable law (see the reformation provision in Section 15.1).

No service-level or support commitment. Except as expressly agreed in an Enterprise order form, the Marketplace and all support — including any support described as "priority" or "dedicated" — are provided on a commercially reasonable, best-effort basis. Snippai LLC does not guarantee any uptime, availability, or support response or resolution time, and any liability relating to support or availability is subject to the cap in this Section 11.

AI-generated outputs. Outputs produced by AI models invoked through any Package — including code, text, configuration, images, audio, video, or any other generated artifact — are expressly excluded from any warranty or liability of Snippai LLC, consistent with ToS Section 11. The Organization is responsible for reviewing AI-generated outputs before relying on them for any commercial purpose.

12. Indemnification

In addition to the indemnification obligations in ToS Section 12, the Organization agrees to indemnify, defend, and hold harmless Snippai LLC and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Packages published by Members into the Organization's namespace or into the Organization's private registries.
• Bounty activity (under Bounty Terms & Conditions) performed by Members on behalf of, in the name of, or reasonably attributable to the Organization.
• Any breach by the Organization or by any Member of the CUT, the ToS, the License Agreement, or any applicable law.
• Any dispute between the Organization and a current or former Member regarding ownership of, access to, or revenue from a Package published into the Organization's namespace.

Indemnification procedure. As a condition of indemnification, Snippai LLC will (a) promptly notify the Organization in writing of any claim for which it seeks indemnification (a delay in notice relieves the Organization only to the extent it is actually prejudiced); (b) give the Organization sole control of the defense and settlement of the claim, with counsel of the Organization's choice, except that the Organization may not agree to any settlement that imposes a non-indemnified obligation, payment, or admission of fault on Snippai LLC without Snippai LLC's prior written consent (not to be unreasonably withheld); and (c) reasonably cooperate in the defense at the Organization's expense. The Organization's indemnification obligations do not extend to claims arising from Snippai LLC's own resolution of a bounty under the Bounty Terms, including the AI-audit and dispute provisions of Bounty Terms §§4A.3 and 6.

Reciprocal indemnification (platform IP). Snippai LLC will defend the Organization against any third-party claim alleging that the Marketplace platform itself — excluding any Package published by a third party, and excluding the Organization's or its Members' own content, configurations, or combinations with non-Marketplace materials — infringes that third party's intellectual property rights, and will indemnify the Organization for damages finally awarded by a court or agreed in settlement, subject to the limitation of liability in Section 11. This is the Organization's sole and exclusive remedy for any such platform infringement claim.

13. Changes to These Terms

Snippai LLC may update the CUT from time to time. Non-material changes (such as clarifications, formatting fixes, or contact-information updates) take effect when posted. Material changes — including changes to pricing, billing model, liability caps, or indemnification scope — will be communicated through a banner notice in the Organization dashboard and by email to the Organization's billing_email on file at least thirty (30) days before they take effect for the Organization.

An active Subscription is governed by the version of the CUT in effect at the start of its current Billing Period. A material change takes effect for an active Subscription at the start of the first Billing Period that begins after the thirty (30) day notice period has elapsed, unless the Organization expressly accepts it earlier; the Organization's continued use of commercial features on or after that effective date constitutes acceptance of the updated CUT. Non-material changes take effect when posted. Terms expressly set out in an executed Enterprise order form are not modified by updates to the CUT and continue to govern for that Organization for the order form's stated term.

14. Governing Law & Dispute Resolution

The CUT shall be governed by and construed in accordance with the laws of the State of Minnesota, United States, without regard to its conflict of law provisions. Disputes arising under the CUT between the Organization and Snippai LLC are subject to the mandatory individual arbitration and class-action waiver provisions in ToS Section 16 (including the 30-day opt-out described in ToS Section 16.5); claims not subject to arbitration shall be resolved exclusively in the state or federal courts located in Minnesota, and the Organization and the Authorized Signer consent to the personal jurisdiction of such courts; each Member is bound to dispute resolution and to the choice of forum only as provided in the ToS that the Member individually accepted (including any opt-out under ToS Section 16.5). This provision mirrors and is intended to be consistent with ToS Section 15.

15. General Provisions

15.1 Severability & Reformation

If any provision of the CUT is held invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent — and, in the case of the organization-tier liability cap in Section 11, enforced to the maximum extent permitted by applicable law. If a provision cannot be so modified, it will be severed, and the remaining provisions of the CUT will continue in full force and effect. The severability provisions of ToS Section 18 also apply to the CUT.

15.2 Entire Agreement

The CUT, together with the ToS, the License Agreement, the Privacy Policy, the Bounty Terms & Conditions, and, for an Enterprise Subscription, any order form executed by the Organization and Snippai LLC that references the CUT, constitutes the entire agreement between the Organization and Snippai LLC regarding commercial use of the Marketplace and supersedes all prior or contemporaneous communications, proposals, and understandings on that subject. The Entire Agreement and order-of-precedence provisions of ToS Section 20 apply to the CUT, subject to the order of precedence stated in the introduction above. For an Enterprise Subscription, an executed order form controls over the CUT, the License Agreement, and the ToS solely with respect to the subject matter it expressly addresses and solely for the Organization that signed it; in all other respects the order of precedence is the CUT, then the License Agreement, then the ToS. Each party acknowledges that, in entering into the CUT (and, for an Enterprise Subscription, any order form), it has not relied on, and has no remedy in respect of, any statement, representation, or assurance not expressly set out in these documents.

15.3 No Waiver

No waiver of any provision of the CUT — including Snippai LLC's rights under Sections 3, 6, and 10 — is effective unless in writing and signed by an authorized representative of Snippai LLC, and no failure or delay by Snippai LLC in exercising any right under the CUT operates as a waiver of that or any other right.

15.4 No Third-Party Beneficiaries

Except for the Snippai LLC indemnitees identified in Section 12, the CUT does not create any third-party-beneficiary rights in any person who is not a party to it.

15.5 Force Majeure

Neither party is liable for any delay or failure to perform (other than the Organization's payment obligations) caused by events beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labor disputes, governmental action, epidemic, and failures or outages of the internet, utilities, or third-party providers on which the Marketplace depends (such as the Company's payment processor, hosting, and database providers). The affected party's performance is suspended for the duration of the event; if the event continues for more than thirty (30) days, either party may terminate the affected Subscription on written notice, with no partial-period refund except as provided in Section 10.3.

16. Contact

Questions about the CUT or about a commercial Subscription:
Snippai LLC
Legal: [email protected]
Marketplace and billing support: [email protected]