Terms of Service

1. Acceptance of Terms

By accessing or using the By Morning application or website (collectively, the "Service"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not use the Service. These Terms constitute a legal agreement between you and Stackup Finance, Inc. ("By Morning," "we," "us," or "our").

2. Definitions

For these Terms:

• "Service" means the By Morning website, desktop application, and related features we make available.
• "Third-Party Services" means external services you connect, such as Gmail, Slack, and similar tools.
• "User Content" means information, files, prompts, and other materials you submit, create, or process through the Service.
• "Feedback" means suggestions, ideas, comments, or recommendations you provide about the Service.

3. Description of Service

By Morning is a desktop application that provides AI-powered agents to help you be more productive. The application is installed locally on your computer and operates primarily offline. Certain features may require connecting to third-party services through OAuth authentication.

Our website provides information about the Service and allows you to join our waitlist by providing your email address.

4. Eligibility, Accounts, and Security

You must be legally able to enter into a binding agreement to use the Service. You are responsible for all activity that occurs through your devices, accounts, and connected integrations.

• You are responsible for maintaining the security of your device and any connected accounts.
• You must promptly notify us if you become aware of unauthorized access or security incidents.
• You may not share access in ways that violate these Terms or applicable law.

5. License and Acceptable Use

Subject to these Terms, By Morning grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal, lawful purposes.

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable laws.
• Attempt to interfere with, compromise, or disrupt the Service or its infrastructure.
• Reverse engineer, decompile, or disassemble the application except as permitted by law.
• Redistribute, sublicense, or resell the Service without authorization.
• Use the Service to develop or benchmark a competing product in a manner that harms By Morning.

6. Third-Party Services and Authentication

Some features of By Morning allow you to connect third-party services such as Gmail, Slack, and others through OAuth authentication. When you authorize these connections:

• The OAuth flow may pass through a secure tunnel service operated by By Morning solely to facilitate the authentication handshake.
• By Morning does not store your third-party credentials beyond what is necessary to maintain your authorized session locally on your device.
• You agree to comply with the terms of service of any third-party services you connect.

Third-Party Services are provided by separate entities. We do not control and are not responsible for Third-Party Services, including their availability, security, policies, or data practices.

7. User Content, Privacy, and Data Limits

You retain rights to your User Content. You grant us the rights reasonably necessary to operate, maintain, and improve the Service in accordance with our Privacy Policy and applicable law.

You must not submit content you do not have rights to use, or content that is unlawful, harmful, or infringes third-party rights.

The Service is not intended for regulated sensitive data unless we explicitly state otherwise. Do not submit sensitive personal or regulated information (for example, protected health information, payment card data, or government ID numbers).

8. Feedback

If you provide Feedback, you grant By Morning a worldwide, perpetual, irrevocable, royalty-free license to use, modify, and incorporate that Feedback into our products and services without compensation to you.

9. Intellectual Property

You retain all rights to your data and any output generated through your use of the Service. By Morning does not claim ownership over content you create or process using the application.

The By Morning application, website, brand, and all associated materials are the intellectual property of By Morning, Inc. You may not copy, modify, distribute, or reverse engineer the Service without our express written permission.

10. Availability, Suspension, and Service Changes

We may modify, suspend, or discontinue any part of the Service at any time. We may also suspend access if reasonably necessary to protect the Service, users, or third parties, or to comply with law.

11. Disclaimers

The Service is provided "AS IS" and "AS AVAILABLE" without warranties of any kind, whether express or implied. By Morning does not guarantee that AI-generated output will be accurate, complete, or suitable for any particular purpose. You are solely responsible for reviewing and verifying any output produced by the Service before relying on it.

By Morning does not warrant that the Service will be uninterrupted, error-free, or free of harmful components.

12. Limitation of Liability

To the maximum extent permitted by applicable law, Stackup Finance, Inc. and its officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses resulting from your use of the Service.

To the maximum extent permitted by law, By Morning's aggregate liability for all claims arising out of or relating to the Service or these Terms will not exceed the greater of (a) amounts you paid to us for the Service in the twelve months before the claim arose, or (b) USD $100.

13. Indemnification

You agree to indemnify, defend, and hold harmless By Morning and its officers, directors, employees, and agents from and against claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to your misuse of the Service, your violation of these Terms, or your infringement of any third-party rights.

14. Termination

You may stop using the Service at any time by uninstalling the application. We reserve the right to suspend or terminate access to the Service at our discretion, with or without notice, for conduct that we believe violates these Terms or is harmful to other users, us, or third parties, or for any other reason.

15. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions.

Any dispute arising out of or relating to these Terms or the Service shall be resolved by binding arbitration in Los Angeles County, California, except that either party may seek injunctive or equitable relief in a court of competent jurisdiction for actual or threatened misuse of intellectual property or confidential information.

16. Miscellaneous

These Terms are the entire agreement between you and By Morning regarding the Service and supersede prior agreements on that subject. If any provision is found unenforceable, the remaining provisions remain in effect. Our failure to enforce any provision is not a waiver.

We are not liable for delays or failures caused by events beyond our reasonable control, including internet outages, infrastructure failures, natural disasters, labor disputes, or governmental actions.

17. Changes to These Terms

We may update these Terms from time to time. When we do, we will revise the "Last updated" date at the top of this page. Your continued use of the Service after any changes constitutes acceptance of the updated Terms. We encourage you to review these Terms periodically.