Terms of Service

These Terms of Service ("Terms") govern your access to and use of the Proyecta platform ("Services") provided by Proyecta Labs, Inc. ("Proyecta," "we," "us," or "our"). By creating an account or using the Services, you agree to these Terms. If you do not agree, do not use the Services.

If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

1. Definitions

• "Account" means your registered Proyecta account.
• "AI Agents" means the artificial intelligence systems that generate, modify, review, and execute code on your behalf within the Services.
• "Content" means code, data, files, configurations, prompts, conversation logs, and other materials you upload, create, submit, or generate using the Services.
• "Runtime Environment" means an isolated, sandboxed environment provisioned by Proyecta for code execution.
• "AI-Generated Code" means code, suggestions, or outputs produced by AI Agents.
• "Organization" means a team or company account under which multiple users access the Services.
• "Organization Admin" means a user with Owner or Admin role within an Organization.
• "Third-Party Services" means external services integrated with or used to provide Proyecta, including, but not limited to, GitHub, Anthropic, OpenAI, Google, Slack, Linear, and Atlassian, together with the providers listed at /subprocessors.
• "Published Application" means an application you build using the Services and publish to the public internet, served from Proyecta infrastructure at a *.proyecta.live subdomain or a custom domain you connect.
• "End User" means a user of your Published Application other than you.

2. Account Registration and Security

2.1. You must provide accurate and complete information when creating an Account. You are responsible for maintaining the confidentiality of your credentials, including passwords, API keys, and access tokens.

2.2. You must promptly notify us at security@proyecta.dev of any unauthorized access to your Account.

2.3. You are responsible for all activity under your Account, whether or not authorized by you, except where caused solely by our breach of security obligations.

2.4. Age and Parental Consent. You must be at least 13 years old to use the Services. If you are between 13 and the age of legal majority in your jurisdiction (18 in most places), you may use the Services only with the consent and involvement of a parent or legal guardian who agrees to these Terms with and on behalf of you. By using the Services as a minor, you represent that a parent or guardian has reviewed and accepted these Terms and is responsible for your use, including all fees and charges you incur and any content or applications you publish or sell. The Services are not directed to, and may not be used by, anyone under 13. We do not knowingly collect personal information from anyone under 13 and will delete it promptly if we learn we have. If you believe someone under 13 has provided us with personal information, contact privacy@proyecta.dev.

2.5. Organization Accounts. Organization Admins are responsible for managing member access, permissions, and repository authorizations within their Organization. The Organization is liable for all activity by its members conducted through the Services. Organization Admins must ensure that members have appropriate authorization before granting them access to repositories or Runtime Environments.

3. Services Description

3.1. Proyecta is an AI-powered platform for building and running software applications that provides:

• AI Agents that generate, modify, and review application code

• Isolated Runtime Environments for code execution

• Hosting and publishing of the applications you build to the public internet, served from Proyecta infrastructure at *.proyecta.live subdomains or custom domains you connect (see Section 28)

• Auto-provisioned application backend infrastructure (including Convex) and optional application capabilities such as authentication for your application's End Users, commerce, email, file storage, and push notifications

• The Proyecta SDK and Cloud API that your Published Applications call at runtime

• Optional integrations, including GitHub for repository access, commits, and pull requests

• Real-time collaboration and workflow orchestration

• Infrastructure provisioning (compute, storage, networking)

  3.2. The Services use third-party AI models (including Anthropic Claude, OpenAI, and Google) to generate code, images, and provide development assistance. Your code, prompts, and project context are transmitted to these providers to deliver the Services.

  3.3. Service Modifications. We may modify, update, or discontinue any feature or functionality of the Services at any time. For material changes that reduce core functionality available under your current plan, we will provide at least 30 days' advance notice. This does not apply to: (a) bug fixes, security patches, or minor improvements, (b) changes required by law or third-party provider requirements, (c) Beta or Preview features (see Section 14), or (d) urgent changes necessary to protect the security or integrity of the Services. Suspension or discontinuation of hosting for a Published Application is governed by Sections 21 and 28 (including the advance notice in Section 28.8).

4. AI-Generated Code

4.2. Security Risks. AI-generated code may contain security vulnerabilities, design flaws, or implementation errors. You are solely responsible for conducting security reviews and vulnerability assessments of all code before deployment to production environments.

4.3. No Fitness for Critical Applications. AI-generated code is not suitable for safety-critical, medical, legal, financial, or life-sustaining applications without extensive independent human review and verification.

4.4. Variability. AI model outputs may change as underlying models are updated. We do not guarantee consistency of outputs across model versions or sessions.

4.5. Hallucinations. AI models may generate plausible but incorrect information, including fabricated API references, nonexistent libraries, or incorrect logic. You bear full responsibility for verifying correctness.

4.7. Customer Control Over Outputs. You control all prompts, inputs, configurations, and decisions regarding whether to accept, modify, or reject AI-generated outputs.

4.8. AI Transparency. The Services are AI-powered: you are interacting with AI Agents, and code, text, images, and audio the Services produce are generated by artificial intelligence. Synthetic images or audio may be subject to provenance, labeling, or disclosure requirements under applicable law (including, where in force, Article 50 of EU Regulation 2024/1689, the EU AI Act). If you build or publish an application that offers AI features to your End Users — including AI chat, AI-generated content, or synthetic images, audio, or video — you are responsible for providing the disclosures and applying any AI-content markings those features require under the laws applicable to your application and its End Users, in the same way you are responsible for End-User data under Section 28.3.

5. Intellectual Property

5.1. Your Content. You retain all ownership rights in Content you create, upload, or generate using the Services, including AI-Generated Code that you accept and incorporate into your projects. You grant Proyecta a limited, non-exclusive, worldwide license to process, store, transmit, display, and sublicense (solely to subprocessors, including AI model providers, as necessary to deliver the Services) your Content solely to provide the Services and as described in Section 10 (AI Training and Your Data). If you publish Content (including templates or starter projects) to the Proyecta marketplace or share it with other users through the Services, the additional licenses and warranties in Section 28.10 (Marketplace and Templates) also apply.

5.1a. Hosting and Distribution License (Published Applications). When you publish a Published Application (Section 28), you additionally grant Proyecta a worldwide, non-exclusive, royalty-free license to host, store, reproduce, cache, transmit, publicly perform and display, and distribute that Published Application and its Content to End Users and over the public internet, and to make and retain backups, solely to operate and deliver the Published Application as you have configured it. This license continues while the Published Application is published and for a reasonable period after you unpublish it or your Account terminates, except for backups retained in accordance with our retention schedule.

5.2. AI Output Ownership. AI-Generated Code suggestions, prior to your acceptance and incorporation, may not be subject to copyright protection under applicable law. We do not claim ownership of AI-Generated Code. You acknowledge that AI models may generate similar outputs for different users, and you receive no exclusive rights to unincorporated AI suggestions.

5.3. Open Source License Compliance. AI-Generated Code may contain patterns or structures derived from open source projects under various licenses (MIT, Apache, GPL, AGPL, and others). You are solely responsible for:

• Ensuring AI-Generated Code complies with applicable open source licenses

• Verifying license compatibility with your project before use

• Understanding that copyleft licenses (GPL, AGPL) may require you to open-source your project under the same license

• Conducting periodic license audits of your codebase

            5.4. **Proyecta IP.** We retain all rights in the Services, including our software, algorithms, interfaces, documentation, and trademarks. Nothing in these Terms grants you rights to our intellectual property except the limited right to use the Services.
  
            5.5. **Feedback.** If you provide suggestions or feedback about the Services, we may use it without obligation to you.
  
            5.6. **DMCA and Copyright Claims.** If you believe that Content hosted on or generated by the Services infringes your copyright, you may submit a notice to our designated DMCA agent at legal@proyecta.dev containing: (a) identification of the copyrighted work, (b) identification of the infringing material and its location, (c) your contact information, (d) a statement of good faith belief that the use is unauthorized, (e) a statement under penalty of perjury that the information is accurate and you are authorized to act on behalf of the copyright owner, and (f) your physical or electronic signature. We will respond to valid notices in accordance with the Digital Millennium Copyright Act.
  

  5.6a. Counter-Notification. If your Content or Published Application was removed or disabled by mistake or misidentification, you may submit a counter-notice to our designated agent at legal@proyecta.dev containing: (a) your physical or electronic signature; (b) identification of the material that was removed and the location at which it appeared before removal; (c) a statement under penalty of perjury that you have a good-faith belief the material was removed or disabled as a result of mistake or misidentification; and (d) your name, address, and telephone number, and a statement that you consent to the jurisdiction of the U.S. District Court for the judicial district in which your address is located (or, if your address is outside the United States, the U.S. District Court for the District of Delaware) and will accept service of process from the person who submitted the original notice. Upon receipt of a valid counter-notice, we will forward it to the original complainant and may restore the removed material in 10 to 14 business days unless the complainant first notifies us that they have filed a court action seeking to restrain the allegedly infringing activity.

  5.7. Brand Use and Attribution. You may not use Proyecta's names, logos, or trademarks in a way that suggests Proyecta's endorsement, sponsorship, or affiliation, except to factually state that your application was built with Proyecta; we may publish trademark-usage guidelines you must follow. For Published Applications on free or trial plans, you grant Proyecta a worldwide, non-exclusive license to display a discreet "Made with Proyecta" badge or link on the Published Application, and Proyecta grants you a limited, revocable license to display that badge. Paid plans may remove the badge where the applicable plan permits.

6. GitHub and Third-Party Service Integration

6.1. Authorization. By connecting your GitHub account or other Third-Party Services, you authorize Proyecta to access those services according to the permissions you approve. You may revoke access at any time through the respective service's settings.

6.2. Repository Access. Proyecta accesses only repositories you explicitly authorize. AI Agents may read, modify, commit, and push code to authorized repositories, and create pull requests on your behalf. Commits by AI Agents include co-authorship attribution.

6.3. Authority. You represent and warrant that you have authority to grant Proyecta access to the repositories and services you connect. If accessing organization repositories, you confirm you have obtained necessary organizational approvals.

6.4. Third-Party Terms. Your use of Third-Party Services through Proyecta remains subject to those services' own terms and policies. Proyecta is not responsible for Third-Party Service availability, changes, or failures.

6.5. Browser Automation. The Services may include AI-driven web browsing and automation capabilities. When used, AI Agents may access web pages, extract content, and interact with web interfaces on your behalf. You are responsible for ensuring such use complies with the terms of service of target websites and applicable data protection laws.

6.6. Slack Integration. If you connect a Slack workspace, Proyecta receives bot-level access to channels and messages as configured by your workspace administrator. You represent that you have authority to authorize this integration and that your use complies with Slack's terms and your organization's policies.

7. Code Execution and Infrastructure

7.1. Isolated Environments. Proyecta provisions isolated, sandboxed Runtime Environments to execute code on your behalf. Each Runtime Environment runs with restricted permissions and is separated from other users' environments and from Proyecta's internal systems.

7.2. Execution Risks. You acknowledge and accept all risks associated with code execution, including unintended consequences, data loss, security vulnerabilities introduced by installed packages, and resource consumption.

7.3. Your Responsibility. You are responsible for:

• The instructions and objectives you provide to AI Agents

• Reviewing AI-generated changes before merging or deploying them to production

• Ensuring your use of executed code does not harm third parties

• Monitoring resource usage within provisioned infrastructure

• Securing any credentials, secrets, or sensitive data within your Runtime Environment

  7.4. Autonomous Agent Actions. You acknowledge that AI Agents may autonomously execute shell commands, install packages, modify files, and create git commits within your Runtime Environment based on the objectives you provide. While you control the objectives, you may not directly control every intermediate action. You are responsible for reviewing the results of AI Agent activity before promoting changes to production environments. Proyecta is responsible for ensuring Runtime Environments maintain the isolation guarantees described in Section 7.1.

  7.5. Resource Limits. Each plan includes specific limits on compute hours, storage, concurrent environments, and API requests. Exceeding limits may result in service throttling or suspension.

8. Confidentiality and Data Isolation

8.1. Mutual Confidentiality. Each party agrees to treat the other party's confidential information with at least the same degree of care it uses for its own confidential information (but no less than reasonable care). "Confidential Information" means information designated as confidential or that a reasonable person would understand to be confidential, including: your Content, our non-public pricing, product roadmaps, and technical specifications.

8.2. Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party, (b) was known to the receiving party before disclosure, (c) is independently developed without use of the disclosing party's Confidential Information, or (d) is rightfully received from a third party without restriction.

8.3. Permitted Disclosures. Either party may disclose Confidential Information: (a) as necessary to provide or receive the Services (including Proyecta's transmission of your Content to AI model providers as described in Section 3.2), (b) to employees, contractors, and agents who need to know and are bound by confidentiality obligations at least as protective as these, (c) as required by law, regulation, or legal process (with prompt notice to the other party where permitted), or (d) in aggregated, de-identified form as described in Section 10.3.

8.4. Multi-Tenant Isolation. The Services are multi-tenant. Your Content is logically isolated from other customers' Content through access controls, separate Runtime Environments, and separate storage. We do not guarantee physical isolation of underlying infrastructure.

9. Data Processing and Privacy

9.1. Data We Collect. We collect and process: account information (name, email, profile data), access tokens for Third-Party Services, repository content processed by AI Agents, conversation logs with AI Agents, command execution logs, usage metrics, technical and device information (IP address, approximate geolocation, browser and operating-system details, device identifiers, and cookies), and, where you use voice features, voice/audio recordings and their transcriptions.

9.2. Third-Party AI Providers. See Section 10.2 for details on how your Content is transmitted to AI model providers.

9.3. Legal Basis (GDPR). We process personal data on the basis of: (a) contract performance, (b) legitimate interests in providing and improving the Services, and (c) your consent where required.

9.4. Data Retention. We retain active project data for the duration of your subscription. Workspace data may be archived after periods of inactivity. Upon account termination, you have 30 days to export your data. After the export period, data is deleted in accordance with our retention schedule (see the specific retention periods in Section 4 of our Privacy Policy), except where legal obligations require longer retention.

9.5. Your Rights. Subject to applicable law, you have the right to access, rectify, delete, port, and restrict processing of your personal data. To exercise these rights, contact privacy@proyecta.dev. We will respond without undue delay and in any event within one month of receipt where required by applicable law (for complex or numerous requests we may extend this by up to two further months and will notify you within the first month).

9.6. Data Portability and Export. You may export your Content at any time through the Services' export functionality. Exports are provided in standard, machine-readable formats.

9.7. Security. We implement encryption at rest and in transit, role-based access controls, audit logging, and regular vulnerability assessments. Runtime Environments are isolated from our internal systems and do not have access to other customers' data.

9.8. Breach Notification. We will notify you of security breaches involving your personal data within 72 hours of discovery, where feasible, or sooner where required by applicable law. Notification will include the nature of the breach, types of data affected, mitigation steps taken, and recommended actions.

9.9. Subprocessors. We use subprocessors to deliver the Services, including cloud infrastructure providers and AI model providers. A current list of subprocessors is published at /subprocessors. We will notify you at least 30 days before adding a new subprocessor that processes your personal data.

9.10. International Data Transfers. Your Content and personal data may be transferred to and processed in the United States and other countries where our subprocessors operate. For transfers from the European Economic Area, United Kingdom, or Switzerland, we rely on: (a) European Commission adequacy decisions, (b) Standard Contractual Clauses (SCCs) approved by the European Commission, or (c) other lawful transfer mechanisms. Copies of applicable SCCs are available upon request.

9.11. Automated Decision-Making. AI Agents make automated decisions about code generation, modification, and review. These decisions do not produce legal effects or similarly significant effects on you. You retain full control over whether to accept, reject, or modify AI Agent outputs before they affect your repositories or production systems. If you believe an automated decision has adversely affected you, contact support@proyecta.dev.

9.12. Audit Rights. Upon reasonable written request (no more than once per year), and subject to appropriate confidentiality obligations, we will make available information necessary to demonstrate compliance with our data processing obligations. For Enterprise customers with a DPA, audit rights are governed by the DPA.

9.13. Data Processing Agreement. Enterprise customers may request a Data Processing Agreement (DPA) that supplements these Terms with additional data protection obligations. Contact legal@proyecta.dev.

10. AI Training and Your Data

10.1. Our Use. We do not use your Content (code, repository data, or conversation logs) to train or fine-tune AI models. Your Content is processed solely to deliver responses within your sessions.

10.2. Third-Party AI Providers. Your Content is transmitted to third-party AI model providers (including Anthropic, OpenAI, and Google) to generate responses. These providers' use of data transmitted through their APIs is governed by their respective API terms and data policies. We do not control and are not responsible for how these providers handle data beyond what is specified in our agreements with them. You should review these providers' policies independently.

10.3. Aggregated Analytics. We may use aggregated, de-identified usage data (such as feature adoption rates, error frequencies, and performance metrics) to improve the Services. This data cannot be used to identify you or reconstruct your Content.

11. California Privacy Rights (CCPA/CPRA)

11.1. If you are a California resident, you have additional rights under the California Consumer Privacy Act (as amended by the CPRA):

• Right to Know: You may request the categories and specific pieces of personal information we have collected about you, the sources of collection, the business purposes, and the categories of third parties with whom we share it.

• Right to Delete: You may request deletion of your personal information, subject to legal exceptions.

• Right to Correct: You may request correction of inaccurate personal information.

• Right to Opt-Out of Sale/Sharing: We do not sell your personal information. If we share personal information for cross-context behavioral advertising, you may opt out by contacting privacy@proyecta.dev, by declining the Marketing & Advertising category in our cookie banner, or by enabling Global Privacy Control in your browser.

• Right to Limit Use of Sensitive Personal Information: You may limit our use of sensitive personal information to what is necessary to provide the Services.

• Non-Discrimination: We will not discriminate against you for exercising your privacy rights.

  11.2. Categories of Information Collected: Identifiers (name, email, IP address), professional information (GitHub profile, organization membership), internet activity (usage logs, conversation history), geolocation (approximate, from IP), and inferences (usage patterns).

  11.3. To exercise these rights, contact privacy@proyecta.dev or use the privacy controls in your account settings. We will verify your identity before processing requests.

12. Cookies and Tracking Technologies

12.1. The Services use cookies, local storage, and similar technologies for: (a) authentication and session management, (b) user preferences, (c) analytics and performance monitoring, (d) error tracking, and (e) — where you consent — advertising and marketing measurement.

12.2. Essential Cookies are required for the Services to function and cannot be disabled. Analytics Cookies collect product-usage data to improve the Services. Marketing & Advertising Cookies are ad-measurement pixels used to attribute signups to the campaigns that brought you to us. The two non-essential categories are controlled independently, require your consent in jurisdictions that mandate opt-in, and may be enabled or disabled at any time — through the cookie banner (which offers Accept all, Reject all, and Manage preferences) or in your account settings.

12.3. Our analytics and monitoring tools measure performance and AI response quality and do not track you across third-party websites. Separately, where you enable Marketing & Advertising cookies, ad-measurement pixels may transmit conversion data to ad platforms to measure our advertising; we use Google Consent Mode v2 so these tags stay in a non-personalized, cookieless mode unless you consent. See our Cookie Policy for the full inventory and your choices.

13. Export Controls and Sanctions

13.1. The Services are subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR) and sanctions administered by the Office of Foreign Assets Control (OFAC).

13.2. You represent that you are not: (a) located in, or a national or resident of, any U.S.-embargoed country, (b) on any U.S. government restricted party list, or (c) using the Services for any purpose prohibited by U.S. export laws, including the development of nuclear, chemical, or biological weapons.

13.3. You may not export, re-export, or transfer the Services or any technical data obtained through the Services in violation of applicable export control laws.

14. Beta and Preview Features

14.1. We may offer features designated as "Beta," "Preview," "Experimental," or similar labels. These features are provided for evaluation purposes and may be unstable, incomplete, or discontinued without notice.

14.2. Beta features are provided without any warranty, without any SLA, and may be subject to additional terms. We may collect additional usage data from beta features to evaluate and improve them.

14.3. You should not rely on beta features for production workloads. We are not liable for any loss or damage arising from your use of beta features.

15. Acceptable Use Policy

15.1. You may not use the Services to:

• Generate malware, ransomware, exploits, or code designed to compromise security systems

• Create code that facilitates illegal activities, fraud, or circumvents legal protections

• Generate content related to child exploitation, human trafficking, or abuse

• Circumvent Proyecta's safety filters, content policies, or usage limitations

• Generate code that intentionally infringes third-party intellectual property rights

• Create spam, phishing tools, or deceptive applications

• Mine cryptocurrency, or run distributed-computing, proof-of-work, or other workloads that consume compute, storage, or bandwidth in a manner unrelated to building, hosting, or operating your application(s) on the Services

• Conduct unauthorized penetration testing, DDoS attacks, or network scanning against third parties

• Make automated high-stakes decisions (credit, employment, healthcare, law enforcement) without human oversight

• Scrape or harvest data in violation of applicable terms or data protection laws

• Train competing AI models using Proyecta's outputs or Services

• Share your Account credentials or allow unauthorized third parties to access the Services

• Interfere with, disrupt, or place unreasonable load on the Services or infrastructure

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying models of the Services

• Resell, sublicense, redistribute, or provide access to the Services to third parties, or build a product or service that repackages or proxies the Services, without our prior written consent

• Impersonate any person, organization, or entity, or misrepresent your affiliation with any person or entity

• Generate political campaign materials, lobbying content, or political messaging at scale

• Access the Services through automated means (bots, scrapers, crawlers) except through our published APIs and in accordance with applicable rate limits

• Publish or operate a Published Application that hosts, distributes, or enables any of the foregoing, or that otherwise violates this policy or applicable law

  15.2. We reserve the right to investigate violations and suspend or terminate accounts that violate this policy, with or without notice depending on severity.

16. Billing and Payment

16.1. Fee Structure. Your subscription includes two distinct categories of charges:

• "Platform Fees" means fixed subscription fees retained by Proyecta for access to the Services platform, features, and support.

• "Usage Fees" means variable, pass-through charges for third-party services consumed through your use of the Services, including but not limited to: AI model token costs (Anthropic, OpenAI, Google), cloud compute, storage, and backend hosting (Google Cloud Platform, Cloudflare, Convex), bandwidth, and other metered third-party resources.

            16.2. Usage Fees are billed as incurred, are not subject to a fixed cap except as provided in Section 16.2a, and reflect actual third-party costs plus applicable processing fees. You are responsible for monitoring and controlling your usage.
  

  16.2a. Usage Monitoring and Budget Controls. Your plan includes a monthly allowance for usage-incurring activity. We monitor usage and, when your plan's budget or allowance is reached, we may pause, throttle, or require additional credits before continuing usage-incurring activity (including autonomous AI Agent actions and Published-Application runtime), and we will use reasonable efforts to notify you. Where we make spending-limit or threshold-notification tools available in your account settings, you may also set your own monthly Usage-Fee limit. You remain responsible for Usage Fees incurred up to the applicable budget or limit and for any further usage you authorize after being notified.

            16.3. You are responsible for all charges incurred under your Account, including charges generated by AI Agent activity you authorized.
  
            16.4. We may change pricing for Platform Fees with at least 30 days' notice. Any increase applies only prospectively from your next billing period after the notice, is never applied to an already-prepaid period, and you may cancel before the increase takes effect. Usage Fees track actual third-party provider costs and may vary with your consumption; current rates are shown in-product and at billing.
  
            16.5. Overdue payments may result in service suspension. We may terminate Accounts for non-payment in accordance with Section 21.2(b).
  
            16.6. **Taxes.** Lemon Squeezy, as merchant of record (Section 16.9), calculates, collects, and remits applicable sales tax, VAT, and GST on your subscription, and prices presented to consumers are inclusive of such taxes where required by law. You remain responsible only for taxes not collected by the merchant of record (such as any applicable withholding taxes), excluding taxes based on Proyecta's net income.
  

16.8. Platform Fee Refunds. Prepaid Platform Fees are refundable in full if you request a refund within fourteen (14) days of the purchase (the "Refund Window"), as described in our Refund Policy. After the Refund Window, prepaid Platform Fees are non-refundable except: (a) where required by applicable law, (b) if we materially breach these Terms and fail to cure within 30 days of written notice, or (c) if we terminate your Account without cause. Billing errors will be corrected and overcharges refunded within 30 days of notification. Disputed charges must be reported within 60 days of the invoice date. To request a refund, email billing@proyecta.dev with your invoice number or order ID.

16.9. Merchant of Record. All payments are processed by Lemon Squeezy, a service provided by Sold Through Link, LLC, a Delaware limited liability company ("Lemon Squeezy"), as the merchant of record for your purchase. Lemon Squeezy handles billing, tax collection and remittance, chargebacks, and refunds on our behalf. Your contract for the Services remains with Proyecta Labs, Inc.; Lemon Squeezy's role is limited to payment processing. Lemon Squeezy's terms and privacy policy apply to the payment transaction in addition to these Terms.

16.10. Automatic Renewal and Cancellation. Paid subscriptions renew automatically at the end of each billing period (monthly or annual, as selected at purchase) at the then-current Platform Fee, until you cancel. The renewal date and amount are shown before purchase and in your billing settings. You may cancel at any time from Account Settings → Billing (or via Lemon Squeezy) using the same online method you used to subscribe, without any phone call, email, or retention step; cancellation takes effect at the end of the current paid period and stops future renewals. Where required by law (including the California Automatic Renewal Law and EU/UK consumer law), we will send a renewal reminder before annual renewals and advance notice before any price increase.

17. Service Level Agreement

17.1. Uptime. For paid plans, we target 99.5% monthly uptime for core Services.

17.2. Exclusions. Uptime calculations exclude: scheduled maintenance (announced 48 hours in advance), emergency security patches, failures caused by your code or infrastructure, Third-Party Service outages (GitHub, AI providers, cloud infrastructure), internet connectivity issues beyond our control, and force majeure events.

17.3. Service Credits. If we fail to meet the uptime target in a given month, you may request a service credit by emailing support@proyecta.dev within 30 days of the incident. Credits are applied to future invoices and capped at 100% of that month's subscription fees. No cash refunds.

17.4. Free and Trial Accounts. No uptime commitment or SLA applies to free tier or trial accounts.

18. Disclaimer of Warranties

These disclaimers are subject to Section 19.0 and, for Consumers (as defined in Section 23.2a), apply only to the extent permitted by mandatory consumer-protection law.

19. Limitation of Liability

19.0. Liabilities Not Excluded. Nothing in these Terms (including this Section 19 and Section 18) excludes or limits Proyecta's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be excluded or limited. If you use the Services as a Consumer (as defined in Section 23.2a), the exclusions, disclaimers, and caps in Sections 18 and 19 apply only to the extent permitted by the mandatory consumer-protection law of your country of residence, and nothing in these Terms affects your non-waivable statutory rights.

19.2a. Consumers. If you use the Services as a Consumer (Section 23.2a), nothing in this Section 19 limits or excludes liability that cannot be limited or excluded under the mandatory consumer-protection law of your country of residence, and Proyecta's aggregate liability to you will be no less than the total amount you actually paid Proyecta (including Usage Fees) in the twelve (12) months preceding the claim.

19.3. Exceptions. The limitations in Sections 19.1 and 19.2 do not apply to liability arising from a party's gross negligence or willful misconduct, to the extent such exclusion is required by applicable law.

19.3a. Your Liability Not Capped. The limitations in this Section 19 do not limit your liability to Proyecta for (a) your violation of Section 15 (Acceptable Use), (b) your breach of Section 5 (Intellectual Property), or (c) your indemnification obligations under Section 20.

19.4. Enhanced Cap. For claims arising from Proyecta's indemnification obligations (Sections 20.2 and 20.3) or Proyecta's breach of Section 8 (Confidentiality), Proyecta's aggregate liability shall not exceed the lesser of: (a) two hundred thousand U.S. dollars ($200,000), or (b) Platform Fees actually retained by Proyecta in the twenty-four (24) months preceding the claim. Your indemnification obligations under Section 20.1 are addressed in Sections 19.3a and 20.1a.

19.6. These limitations apply regardless of whether Proyecta has been advised of the possibility of such damages and regardless of the failure of essential purpose of any limited remedy.

19.7. Some jurisdictions do not allow limitations on liability. In such jurisdictions, these limitations apply to the fullest extent permitted by law.

20. Indemnification

20.1. By You. You agree to indemnify, defend, and hold harmless Proyecta, its affiliates, and their respective officers, directors, employees, and agents from any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Services or violation of these Terms

• Your Content, prompts, inputs, data, or code uploaded to or processed by Proyecta

• Your violation of applicable laws or regulations

• Claims that your use of AI-Generated Code caused harm to third parties

• Your failure to review, test, or validate code before deploying it to production, where you had reasonable opportunity to do so

• Unauthorized access to your Account resulting from your security practices

• Your infringement of third-party intellectual property rights

• Your use of AI-generated outputs in regulated industries (healthcare, finance, legal) or for purposes requiring professional licensure

• Your configuration choices, integration decisions, or customizations of the Services

• Claims by your downstream customers, end users, or other third parties arising from your products or services that incorporate AI-generated outputs

• Your failure to comply with applicable data protection, privacy, or export control laws in your jurisdiction

  20.1a. Consumers. If you use the Services as a Consumer (as defined in Section 23.2a), the following modifications apply to Section 20.1: (a) your indemnification obligation is limited to third-party claims arising from your own breach of these Terms, your violation of applicable law, your infringement of third-party intellectual-property rights, or your violation of Section 15 (Acceptable Use); (b) you have no obligation to fund Proyecta's legal defense in advance, and your liability is limited to reimbursement of damages and reasonable costs (including reasonable attorneys' fees) finally awarded or agreed in settlement; and (c) your total liability under this Section shall not exceed the greater of the amounts you paid Proyecta in the twelve (12) months preceding the claim or one thousand U.S. dollars ($1,000), except for claims arising from your willful misconduct or a Section 15 violation involving illegal activity. Nothing in this Section deprives a Consumer of the protection of the mandatory provisions of the law of their country of residence.

            20.2. **By Proyecta -- Limited Scope.** We will defend you against third-party claims that Proyecta's proprietary platform software (excluding all AI-Generated Code, third-party models, third-party APIs, and your Content) directly infringes a valid U.S. patent or copyright, and will pay damages finally awarded, provided you: (a) notify us promptly in writing, (b) grant us sole control of defense and settlement, and (c) reasonably cooperate at our expense.
  
            20.3. **AI Output Indemnification.** For paid plan customers, Proyecta will defend you against third-party claims alleging that AI-Generated Code produced by the Services and used by you in compliance with these Terms directly infringes a valid U.S. copyright, and will pay damages finally awarded, subject to the conditions in Section 20.2 (prompt notice, sole control, cooperation). This indemnification does not apply if the claim arises from: (a) your prompts, inputs, data, or configurations that directed the infringing output, (b) your modification of AI-Generated Code after generation, (c) use of AI-Generated Code in combination with non-Proyecta materials, (d) continued use after we notify you of an alleged infringement, or (e) use of the Services in violation of these Terms.
  
            20.4. **Proyecta Indemnification Exclusions.** Proyecta's indemnification obligations in Sections 20.2 and 20.3 do not apply to claims arising from:
  

• Your Content, prompts, inputs, data, or configurations

• AI-Generated Code or any outputs from AI models

• Third-party AI models, APIs, or services (including Anthropic, OpenAI, and cloud providers)

• Modifications you make to the Services or outputs

• Use of the Services in combination with non-Proyecta products, services, or data

• Use of the Services in violation of these Terms or applicable law

• Use of outputs in regulated, high-risk, safety-critical, or illegal contexts

• Open source components or libraries suggested or included in AI-Generated Code

21. Termination

21.1. By You. You may terminate your Account at any time through your account settings or by contacting support@proyecta.dev.

21.2. By Proyecta. We may suspend or terminate your Account for: (a) material violation of these Terms (subject to the cure period in Section 21.2a), (b) non-payment after 15 days' written notice, (c) illegal activity, (d) risk to the security or integrity of the Services, (e) inactivity exceeding 12 months (or as specified in your plan), or (f) conduct that we reasonably determine to be harmful to the platform, its infrastructure, or other users. Except as stated below, we will provide 7 days' written notice before termination. Immediate suspension or termination without prior notice may be taken for clauses (c), (d), or (f) where necessary to prevent harm.

21.2a. Cure Period. For termination under clause (a) (material violation), we will provide written notice identifying the violation and allow 30 days to cure. If you cure the violation within 30 days, termination will not proceed. This cure period does not apply to violations of Section 15 (Acceptable Use) that involve illegal activity, security threats, or conduct causing immediate harm to the platform or other users.

21.3. Suspension or Termination for Cost or Risk Exposure. Without limiting Section 21.2, Proyecta may immediately suspend or terminate your access to the Services, or specific features thereof, if:

• Your usage generates unexpected or excessive third-party costs that materially exceed normal usage patterns
• Third-party provider costs (AI models, cloud infrastructure, APIs) materially increase beyond levels that make continued service economically viable
• Legal, regulatory, or compliance risks arise that materially affect our ability to provide the Services
• Third-party providers modify their terms, restrict access, or discontinue services in ways that affect the Services
• Your use patterns create material risk of liability exposure for Proyecta

We will use reasonable efforts to provide notice before suspension under this section, but immediate action may be taken where necessary to prevent harm or ongoing liability.

21.4. Appeals. If your Account is suspended or terminated, you may appeal by contacting support@proyecta.dev within 14 days of the action. We will review your appeal and respond within 30 days. During the appeal of a suspension (not termination for illegal activity), you may request access to export your data.

21.5. Effect of Termination. Upon termination: (a) your right to use the Services ceases immediately, (b) Runtime Environments are destroyed, (c) you have 30 days to export your data, (d) after 30 days, your data is deleted pursuant to our retention schedule, and (e) all outstanding Usage Fees and charges incurred prior to termination remain due and payable.

21.6. Sections 5 (Intellectual Property), 8 (Confidentiality), 10 (AI Training), 15 (Acceptable Use Policy), 16 (Billing and Payment, including Usage Fee obligations), 18 (Disclaimer), 19 (Limitation of Liability), 20 (Indemnification), 22 (Governing Law), 23 (Dispute Resolution), and 28 (Published Applications and Hosting) survive termination, together with any other provision that by its nature should survive.

22. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.

23. Dispute Resolution

23.1. Informal Resolution. Before filing a formal dispute, you agree to contact us at legal@proyecta.dev and attempt to resolve the dispute informally for at least 30 days. This informal resolution requirement is a precondition to initiating any arbitration or litigation. The informal-resolution period does not toll, extend, or shorten any applicable statute of limitations, and does not apply where complying would cause a Consumer to lose a claim; nothing in this Section bars a Consumer from filing in small claims court (Section 23.4(b)).

23.2. Mandatory Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or your relationship with Proyecta that is not resolved informally shall be finally settled by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted in Wilmington, Delaware, by a single arbitrator selected in accordance with AAA rules. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs, and the parties shall share equally the arbitrator's fees and AAA administrative costs.

23.2a. Consumers. If you use the Services as an individual for personal, family, or household purposes (a "Consumer"), the following modifications apply to Section 23.2: (a) the arbitration will be administered under the AAA Consumer Arbitration Rules rather than the Commercial Arbitration Rules; (b) Proyecta will pay all arbitration filing, administration, and arbitrator fees that exceed the cost of filing the same claim in court; and (c) any in-person hearing will be held in the county or district of your residence, though you may instead elect to participate by telephone or video or to proceed on the basis of documents only. Nothing in Sections 22 or 23 deprives a Consumer of the protection of the mandatory provisions of the law of their country of residence, or of the right to bring proceedings before the competent courts of that country, where applicable law so provides.

23.4. Exceptions to Arbitration. Either party may: (a) seek injunctive or other equitable relief in court for intellectual property infringement, unauthorized access to the Services, or breach of confidentiality obligations, without first exhausting the informal resolution requirement; (b) bring claims in small claims court if the claim qualifies, without first exhausting the informal resolution requirement; or (c) pursue claims that cannot legally be arbitrated.

23.5. Opt-Out. You may opt out of binding arbitration within 30 days of first accepting these Terms by sending written notice to legal@proyecta.dev. If you opt out, disputes will be resolved in the state or federal courts in Wilmington, Delaware.

24. Accessibility

24.1. Proyecta is committed to making the Services accessible to users with disabilities. We aim to conform to the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA.

24.2. If you experience accessibility barriers, contact support@proyecta.dev with a description of the issue. We will make reasonable efforts to provide an accessible alternative.

25. Changes to Terms

25.1. We may modify these Terms at any time. We will provide at least 30 days' notice of material changes via email or in-product notification.

25.2. Continued use of the Services after the effective date of changes constitutes acceptance. If you do not agree to modified Terms, you must stop using the Services and terminate your Account. If you use the Services for personal, family, or household purposes, material changes take effect at the next renewal of your current paid period; if you do not agree, you may continue under the prior Terms until the end of that period and then cancel without penalty.

26. Acceptance and Electronic Consent

26.1. Acceptance Method. You accept these Terms by clicking "I Agree" (or a similar affirmative button) or checking a consent box during account registration. Your affirmative acceptance creates a binding legal agreement. Merely browsing a public-facing page does not constitute acceptance.

26.2. Electronic Signatures. By accepting these Terms electronically, you consent to the use of electronic signatures, records, and communications in accordance with the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act), the Uniform Electronic Transactions Act (UETA), and equivalent laws in your jurisdiction. You agree that electronic acceptance has the same legal effect as a handwritten signature.

26.3. Record Retention. You may access, download, and print these Terms at any time from our website. We recommend saving a copy for your records.

27. Government Users

27.1. If you are a U.S. government entity or using the Services on behalf of one, the following modifications apply:

• The arbitration clause (Section 23.2) and class action waiver (Section 23.3) do not apply to the extent prohibited by law.
• The Services are provided as "commercial items" as defined in 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation."
• Use, duplication, and disclosure are subject to the restrictions in 48 C.F.R. § 12.212 (for civilian agencies) and 48 C.F.R. § 227.7202 (for Department of Defense).

28. Published Applications and Hosting

28.1. Your Applications. The Services let you build applications and publish them to the public internet, served from Proyecta infrastructure at *.proyecta.live subdomains or at custom domains you connect ("Published Applications"). Your grant of the hosting and distribution license for Published Applications is set out in Section 5.1a.

28.2. Your Responsibility. You are solely responsible for your Published Applications and everything they do, serve, collect, display, or transmit, to the same extent as if you operated them on your own infrastructure. This includes their content, functionality, legality, and security, and any obligations to their users. The Acceptable Use Policy (Section 15) applies to your Published Applications and their content, not only to your use of the builder.

28.3. End Users and Their Data. Where a Published Application collects, stores, or processes personal data of its End Users — for example through authentication, forms, or commerce — you are the controller of that data and Proyecta and its hosting subprocessors (including Convex) act as your processor. You are responsible for providing your own privacy notice to End Users, obtaining any required consents, establishing a lawful basis for processing, responding to End User data requests, and complying with all laws applicable to your Published Application and its End Users (including COPPA and similar laws where your Published Application is directed to children). Customers requiring a data processing agreement covering End User data may request one at legal@proyecta.dev. Some Published Applications use a Proyecta-operated authentication service to register and sign in End Users; where they do, Proyecta processes End-User sign-in identifiers (such as email addresses, one-time codes, and linked third-party login identifiers) on your behalf as part of the processing described above, and you remain the controller of that data. As a condition of publishing, you must provide End Users with a privacy notice and, where your Published Application is directed to or knowingly used by children, implement an age gate and obtain verifiable parental consent as required by COPPA and similar laws. If we receive a data-subject request from an End User, we will, as your processor, forward or redirect it to you as the responsible controller and will not action it directly absent your instruction; you are responsible for responding.

28.4. Commerce in Your Applications. If your Published Application sells goods, services, or subscriptions to End Users (including through connected payment providers such as Stripe), you — not Proyecta — are the seller and merchant of record for those transactions. Proyecta is not a party to, and is not responsible for, sales between you and your End Users, including fulfilment, refunds, chargebacks, taxes, or consumer-law compliance. Proyecta's merchant-of-record arrangement (via Lemon Squeezy, Section 16.9) covers only your subscription to Proyecta.

28.5. Abuse Reporting, Notice-and-Action, and Takedown. Anyone may report a Published Application that is illegal, infringing, harmful, or in violation of these Terms by emailing abuse@proyecta.dev. To help us act, a report should include the exact URL or location of the content, a substantiated explanation of why it is allegedly illegal or violates these Terms, and the notifier's name and contact details; we will confirm receipt and notify the notifier of our decision. We may disable, suspend, or remove any Published Application, or suspend the associated Account — with or without prior notice depending on severity — where we reasonably believe it violates these Terms or applicable law, poses a security or legal risk, or is the subject of a valid legal request or DMCA notice (Section 5.6). Where we restrict, remove, or disable a Published Application on illegality or Acceptable-Use grounds, we will give the affected user a statement of reasons identifying the content restricted, the legal and/or contractual basis, the facts relied on, whether automated means were used, and the available redress (including the appeal in Section 21.4); uploaders of removed Published Applications may seek restoration under the counter-notification procedure in Section 5.6a. We maintain a repeat-infringer policy and may terminate the Accounts of repeat infringers.

28.6. Availability and Limits. Published Applications are subject to the same infrastructure, Service Level Agreement (Section 17, including the free/trial carve-out in Section 17.4), and resource-limit and cost-exposure terms (Sections 7.5 and 21.3) as the rest of the Services.

28.7. SDK and Cloud API. We make available a software development kit (the "SDK", including @proyecta-ai/sdk and related client libraries) and a runtime API (the "Cloud API") that your Published Applications call to use platform capabilities (including commerce, AI, content, email, files, and push), authenticated by a per-application API key (a "Proyecta API Key", e.g. pk_live_*). We grant you a limited, non-exclusive, non-transferable, revocable license to use the SDK and Cloud API solely to build and operate your Published Applications, subject to these Terms and Section 15 (Acceptable Use). Each Proyecta API Key is issued to your Account; you must keep secret keys confidential and use them only from server-side or trusted environments, may embed publishable keys in your Published Application's client, and must promptly rotate or revoke any key you believe is compromised via your account settings or by contacting security@proyecta.dev. All activity and all Usage Fees incurred through any Proyecta API Key are attributed to your Account and are your responsibility — whether the calls are made by you, your Published Application, your End Users, or any third party using the key — except to the extent caused solely by our breach of our security obligations; Cloud API usage by your End Users counts as your usage for billing, rate-limiting, and resource-limit purposes under Sections 7.5, 16, and 21.3. We may rate-limit, throttle, suspend, or revoke any Proyecta API Key, or specific Cloud API capabilities, to protect the security and integrity of the Services, control cost exposure, or address abuse, consistent with Sections 21.3 and 28.6.

28.8. Termination and Your Published Applications. If your Account terminates, your Published Applications will go offline when the underlying Runtime Environments are destroyed (Section 21.5(b)). Except where we terminate immediately for the reasons in Section 28.5 (abuse) or Section 21.2(c), (d), or (f) (illegal activity, security or integrity risk, or harmful conduct), we will give you the advance written notice described in Section 21.2 before terminating, during which you should export and migrate your Published Applications and notify their End Users. We are not obligated to notify your End Users on your behalf; under Section 28.2 that responsibility is yours.

28.9. EU Digital Services Act. For the EU Digital Services Act (Regulation 2022/2065), our single electronic point of contact for Member State authorities, the European Commission, and the European Board for Digital Services is dsa@proyecta.dev; the single point of contact for recipients of the Services is abuse@proyecta.dev. Communications with these contacts may be conducted in English. To the extent the out-of-court dispute-settlement provisions of Articles 20–21 apply to Proyecta, the internal complaint route in Section 21.4 is available, and we will identify any applicable certified dispute-settlement body in our response.

28.10. Marketplace and Templates. If you publish a template, starter project, or other Content for other users to install or reuse (a "Listing"), you grant: (a) Proyecta a non-exclusive, worldwide, royalty-free license to host, store, reproduce, display, and distribute the Listing through the Services; and (b) each user who installs your Listing a non-exclusive, worldwide license to use, copy, modify, and create derivative works from the Listing within their own projects and Published Applications, on the license terms you designate for the Listing (or, if none, on these terms). These licenses survive for installs made while the Listing was available. You represent and warrant that you have all rights necessary to publish the Listing and grant these licenses; that the Listing does not infringe or misappropriate any third-party right; that it contains no malware or malicious code; and that it complies with Section 15 and applicable law, and you will indemnify Proyecta and installing users for breaches of this Section (in addition to Section 20). Listings are provided by their publishers "as is" and "as available," without warranty of any kind; Proyecta does not author, endorse, vet, or guarantee any Listing and is not liable for a Listing's quality, security, legality, or fitness for any purpose, and you install and use Listings at your own risk.

29. General Provisions

29.1. Entire Agreement. These Terms, together with our Privacy Policy, Refund Policy, Cookie Policy, Subprocessors list, Data Processing Agreement (if applicable), and any applicable order forms, constitute the entire agreement between you and Proyecta. In the event of a conflict, these Terms control over the supporting policies, except where a supporting policy is more protective of a Consumer's statutory rights.

29.2. Severability. If any provision is held unenforceable, the remaining provisions remain in full force.

29.3. Waiver. Failure to enforce any provision does not constitute a waiver.

29.4. Assignment. You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets, provided the assignee agrees to be bound by these Terms.

29.5. Notices. Notices to Proyecta must be sent to legal@proyecta.dev. We may send notices to the email address associated with your Account.

29.6. Force Majeure. Neither party is liable for delays or failures caused by events beyond reasonable control, including natural disasters, pandemics, government actions, internet outages, or third-party service failures.

29.7. Headings. Section headings are for convenience only and do not affect interpretation.

29.8. No Third-Party Beneficiaries. These Terms do not create any rights for any person or entity that is not a party to these Terms, except as expressly provided in Section 20 (Indemnification) with respect to indemnified parties.

30. Risk Allocation Summary

30.1. Plain-Language Summary. The following is a non-binding summary intended to clarify the allocation of responsibilities under these Terms:

• You control inputs and outputs. You control all prompts, data, configurations, and decisions about whether to use AI-generated outputs. Proyecta provides tools; you decide how to use them.

• AI outputs require human review. All AI-generated code and content must be reviewed, tested, and validated by qualified personnel before production use.

• Usage costs are your responsibility. Third-party AI model costs, compute charges, and other usage-based fees are pass-through costs that you incur and cannot be recovered or refunded.

• Proyecta's liability is limited to its retained fees. Our maximum liability is capped at the platform fees we actually retain, excluding all pass-through costs.

• You indemnify Proyecta for your use. Claims arising from your prompts, data, downstream customers, or how you use outputs are your responsibility.

  30.2. In the event of any conflict between this summary and the operative provisions of these Terms, the operative provisions control.

31. Contact

For questions about these Terms:

• Legal: legal@proyecta.dev
• Privacy: privacy@proyecta.dev
• Security: security@proyecta.dev
• Support: support@proyecta.dev
• Billing & Refunds: billing@proyecta.dev
• DMCA Agent: legal@proyecta.dev
• Abuse / Published-App Reports: abuse@proyecta.dev
• EU Digital Services Act Contact: dsa@proyecta.dev