Terms of Service

Welcome to Caviar & Coffee ("we," "us," "our"). These Terms of Service ("Terms") govern your access to and use of our website located at https://caviar.coffee (the "Website") and the software development, AI integration, and other related services we provide (collectively, the "Services").

For specific client engagements, these general Terms may be supplemented or superseded by a Master Service Agreement (MSA), Statement of Work (SOW), or other written contract executed between you (the "Client") and us.

1. Description of Services

Caviar & Coffee provides custom software development, artificial intelligence (AI) model development and integration, AI consulting, and related technology services. The specific scope, deliverables, timelines, and fees for any project will be detailed in a separate written agreement (e.g., SOW or MSA) between the Client and us.

2. User Responsibilities (Website Use)

You agree to use the Website only for lawful purposes and in accordance with these Terms.

You agree not to use the Website:

• In any way that violates any applicable federal, state, local, or international law or regulation.
• To engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Website.
• To impersonate or attempt to impersonate Caviar & Coffee, our employees, another user, or any other person or entity.
• To introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• To attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.

3. Client Obligations (When Engaging Services)

Clients engaging our Services agree to:

• Provide accurate and complete information necessary for us to perform the Services.
• Ensure they have all necessary rights, licenses, and consents for any data, materials, or intellectual property ("Client Materials") provided to us for use in connection with the Services, including for AI model training or system integration.
• Comply with all applicable laws and regulations regarding the Client Materials and the use of any software or AI systems developed or integrated by us.
• Cooperate with us in a timely manner to facilitate the provision of Services.
• Fulfill any other specific obligations related to AI projects as defined in the client agreement, such as defining project requirements, data validation, and addressing ethical considerations for AI use cases.

4. Intellectual Property Rights

4.1. Our Website and Pre-existing IP:

We own all right, title, and interest in and to our Website, its content (excluding User Content, if any), features, functionality, and our pre-existing intellectual property, including any proprietary software, tools, methodologies, and AI models developed or owned by us prior to or independent of a Client engagement ("Our IP").

4.2. Client Materials:

The Client retains ownership of all Client Materials provided to us. The Client grants us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display Client Materials solely for the purpose of performing the Services for that Client.

4.3. Developed IP (Client Projects):

The intellectual property rights in the custom software, AI models, and other deliverables specifically created by us for the Client as part of a paid engagement ("Developed IP") will be governed by the specific terms outlined in the Master Service Agreement (MSA), Statement of Work (SOW), or other written contract executed between the Client and us.

4.4. AI-Generated Output:

Ownership of the output generated by AI systems we develop or provide will be specified in the applicable client agreement.

4.5. Our Right to Use Knowledge:

Notwithstanding anything to the contrary, we shall be free to use the general knowledge, skills, experience, ideas, concepts, know-how, and techniques gained or learned during the provision of Services for any purpose, provided we do not disclose Client's Confidential Information or infringe Client's specific intellectual property rights in Developed IP owned by the Client.

4.6. Feedback:

If you provide us with any feedback, suggestions, or ideas regarding our Website or Services ("Feedback"), you grant us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate such Feedback into our Services without any obligation to you.

5. Data Ownership and Usage (Beyond Privacy Policy)

5.1. Client Data:

As detailed in our Privacy Policy and client agreements, Client Data provided for Services remains the property of the Client. We will use Client Data solely for the purpose of providing the contracted Services, unless otherwise explicitly agreed with the Client (e.g., for anonymized model improvement with explicit consent).

5.2. AI-Generated Data:

The ownership and usage of data derived or generated by AI systems (e.g., logs, performance data) will be clarified and governed by the specific terms outlined in our client agreements.

6. Disclaimers Related to AI Services

6.1. Nature of AI:

You acknowledge that AI technologies are probabilistic and constantly evolving. AI-generated outputs may be unpredictable, may not be entirely accurate, complete, or free from errors, biases, or omissions.

6.2. "AS IS" AND "AS AVAILABLE":

OUR AI-RELATED SERVICES AND ANY AI SYSTEMS OR OUTPUTS DEVELOPED OR PROVIDED ARE DELIVERED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

6.3. No Guarantee of Specific Results:

We do not guarantee any specific results, outcomes, or performance from the use of AI systems or AI-generated content.

6.4. Client Responsibility:

The Client is solely responsible for reviewing, testing, and validating the suitability, accuracy, and legality of any AI systems or AI-generated outputs before relying on them or deploying them for any purpose. The Client assumes all risks associated with the use of AI systems.

7. Limitation of Liability

8. Indemnification

You (and the Client, if applicable) agree to defend, indemnify, and hold harmless Caviar & Coffee, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms.
• Your use of the Website or Services.
• Client Materials provided by you, including any claim that such materials infringe or misappropriate the intellectual property rights of a third party.
• Your use and deployment of any AI systems or AI-generated output developed or provided by us, and any decisions made or actions taken based on such AI systems or output.

9. Payment Terms

Payment terms for client projects and services are governed by separate client agreements (e.g., MSA, SOW). We do not offer direct booking or payment for services through this Website.

10. Third-Party Services and Links

Our Website or Services may contain links to third-party websites or services, or integrate with third-party platforms (including third-party AI services or APIs). We are not responsible for the content, privacy policies, or practices of any third-party websites or services. Your use of such third-party services is at your own risk and subject to their respective terms and policies. When specific third-party AI platforms are used in our service delivery, clients may be subject to those platforms' terms as well, as detailed in the relevant client agreements.

11. Termination

• We may terminate or suspend your access to our Website immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms.
• Termination terms for client Services will be governed by the applicable MSA, SOW, or client agreement.

12. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the jurisdiction specified in the applicable client agreement, or if no such agreement exists, the laws of France, without regard to its conflict of law provisions.

Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the courts located in Paris, France, unless otherwise specified in a client agreement.

13. Changes to Terms of Service

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Website or Services after any revisions become effective, you agree to be bound by the revised terms.

14. Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

15. Entire Agreement

These Terms, together with our Privacy Policy and any applicable client agreements (MSA, SOW), constitute the entire agreement between you and Caviar & Coffee regarding your use of the Website and our provision of Services, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

16. Contact Us

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