Terms of Service

1. The parties & the contract

1.1 These Terms are between the Customer and Crossdeck. "Crossdeck" on the Effective Date means VistaApps (Pty) Ltd, a South African private company with registered number [to be confirmed], registered office [to be confirmed], trading as "Crossdeck."

1.2 Successor entity. A reorganization is in progress to establish a Delaware (United States) parent holding company with VistaApps (Pty) Ltd as the operating subsidiary. On completion, Customer's contract may be novated to the Delaware parent on terms substantially identical to these Terms, with advance written notice and a Customer right to terminate without penalty if the Customer reasonably objects to the assignment.

1.3 Capacity. If you are entering into these Terms on behalf of an entity, you warrant that you have authority to bind that entity. "Customer" then means that entity. If you lack such authority, you must not access or use the Service.

2. The Service

2.1 "Service" means the Crossdeck platform: the cross-deck.com dashboard and marketing site; the Crossdeck SDKs for web, Node, Swift (iOS / iPadOS / macOS / tvOS / watchOS), Android, and React Native, in source and packaged form; the Crossdeck HTTP API; supporting documentation; and any related services Crossdeck makes generally available.

2.2 Beta features. Crossdeck may offer features labeled "beta," "preview," "alpha," or with equivalent labels. Beta features are provided "as is," may change or be withdrawn at any time, are excluded from any service-level commitments, and are subject to additional terms presented when the feature is offered.

3. Account & access

3.1 You must register an account to use the Service. You must provide accurate, current, and complete information at registration, and update it promptly when it changes.

3.2 Credentials & security. You are responsible for safeguarding your account credentials, API keys, secret keys, and the actions taken under your account. Multi-factor authentication is required for accounts with administrative privileges. You must notify [email protected] without undue delay of any actual or suspected compromise.

3.3 Eligibility. You must be at least 18 years old (or the age of legal majority in your jurisdiction) and not barred from receiving the Service under applicable export, sanctions, or trade control laws. The Service is not directed to children; see Privacy Policy §10.

4. License grant

4.1 Service license. Subject to your compliance with these Terms and timely payment of Fees, Crossdeck grants you a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable license to access and use the Service for your internal business purposes for the duration of your subscription.

4.2 SDK license. Crossdeck's published SDKs (web, Node, Swift, Android, React Native) are made available under the open-source license stated in each SDK's repository (MIT by default; check the LICENSE file for any SDK). Use of the SDK is in addition governed by these Terms when you connect it to the Service via your API key.

4.3 Restrictions. You may not, except to the extent these restrictions are prohibited by law: (i) reverse- engineer, decompile, or disassemble the Service or attempt to derive its source (the SDK source is publicly available); (ii) access the Service to build a competing product or feature, or use Crossdeck's contracts directory or test corpus as the template for a competing service; (iii) sublicense, rent, lease, transfer, or resell the Service; (iv) interfere with the integrity, availability, or performance of the Service; (v) circumvent or attempt to circumvent any rate limits, quotas, or access controls; (vi) use the Service to develop or train any machine-learning model that competes with Crossdeck; (vii) use the Service in violation of the Acceptable Use Policy.

5. Fees, billing & taxes

5.1 Plans & fees. The Service is offered on free and paid plans described at cross-deck.com/pricing. Paid plans bill in advance on a monthly or annual cycle, in the currency stated at checkout. Fees are exclusive of applicable taxes (VAT, sales tax, GST), which are added at checkout based on your billing address and Stripe Tax's classification.

5.2 Free tier. Crossdeck provides a free tier with usage allowances stated on the Pricing page. Crossdeck may change free-tier allowances on 30 days' written notice. Customers exceeding free-tier allowances may have processing throttled or paused; if you wish to continue, you must upgrade to a paid plan.

5.3 Payment terms. Paid plans are charged via Stripe at the start of each billing cycle. Failed payments may result in suspension after 7 days and termination after 30 days, with prior written notice in each case.

5.4 Refunds. Fees are non-refundable except where required by law or expressly set out in these Terms. Annual subscriptions cancelled mid-term are refunded pro-rata for the unused portion only if termination is for Crossdeck's material uncured breach.

5.5 Price changes. Crossdeck may change pricing of paid plans on 30 days' written notice. Price changes take effect at the start of the next billing cycle following the notice period. Customer's continued use of the Service after the price change takes effect constitutes acceptance.

6. Acceptable use

6.1 Your use of the Service is at all times subject to the Acceptable Use Policy, incorporated by reference. Violation of the AUP is a material breach of these Terms and may result in suspension or termination under §15.

7. Customer Data & the DPA

7.1 Customer Data. "Customer Data" means any data, including Personal Data, the Customer transmits to, stores in, or processes through the Service. As between Crossdeck and the Customer, the Customer owns and retains all rights, title, and interest in Customer Data.

7.2 Crossdeck's role. Crossdeck processes Customer Personal Data only as the Customer's data processor (with the narrow independent-controller exceptions for account data and SDK Diagnostic Telemetry described in the Privacy Policy). The terms of that processor relationship are set out in the Data Processing Addendum, which is incorporated into these Terms by reference and prevails over these Terms in respect of Personal Data Processing.

7.3 Limited license to Crossdeck. You grant Crossdeck a non-exclusive, worldwide, royalty-free license to host, process, transmit, display, and use Customer Data solely to provide the Service to you, to maintain the Service, to secure the Service, and to comply with law.

8. Service availability & support

8.1 Availability. Crossdeck targets 99.9% monthly uptime for the production HTTP API. "Uptime" excludes scheduled maintenance (announced at least 48 hours in advance, capped at 4 hours per calendar month) and events outside Crossdeck's reasonable control. Until Crossdeck publishes a formal SLA with service credits, the 99.9% target is an internal commitment, not a contractual SLA, and Customer's sole remedy for downtime is described in §14.

8.2 Support. Email support is provided at [email protected] for all paid plans, with response targets stated on the Pricing page. Free-tier support is community-based via documentation and public channels.

9. Intellectual property

9.1 Crossdeck and its licensors retain all rights, title, and interest in the Service, including all software, source code, designs, trademarks, documentation, contracts directory, and any improvements or derivatives of the foregoing. Nothing in these Terms transfers ownership of the Service to the Customer.

9.2 Trademarks. "Crossdeck" and the Crossdeck logo are trademarks of VistaApps (Pty) Ltd. You may not use them in a way likely to cause confusion or to imply endorsement or partnership not expressly granted by us in writing.

10. Feedback

If you submit suggestions, comments, ideas, or other feedback regarding the Service ("Feedback"), you grant Crossdeck a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use the Feedback for any lawful purpose. You waive any moral rights in the Feedback to the extent permitted by law. You are not obligated to give Feedback.

11. Confidentiality

11.1 "Confidential Information" means non-public information disclosed by one Party to the other in connection with the Service that is identified as confidential or that a reasonable person would understand to be confidential. Confidential Information of Crossdeck includes the Service's non-public features, pricing for non-public plans, and the contracts directory's underlying test corpus. Confidential Information of the Customer includes Customer Data and the Customer's non-public business information.

11.2 Each Party will (i) protect the other's Confidential Information with at least the same care it uses for its own (and in any event a reasonable standard of care); (ii) use the Confidential Information only to perform under these Terms; (iii) disclose it only to its personnel and advisors with a need to know and bound by confidentiality obligations no less protective than these.

11.3 Exceptions. Confidential Information does not include information that is or becomes publicly available other than through breach of these Terms, was rightfully known without confidentiality obligation prior to disclosure, was received from a third party without confidentiality obligation, or was independently developed without reference to the Confidential Information.

11.4 Compelled disclosure. A Party may disclose Confidential Information to the extent legally compelled, provided it gives the other Party prompt notice (where lawful) so that the other Party may seek a protective order.

12. Warranties & disclaimers

12.1 Limited warranty. Crossdeck warrants that the Service will substantially conform to the documentation during the term of your subscription. Your sole and exclusive remedy for breach of this warranty is, at Crossdeck's option, (i) to remedy the non-conformity, or (ii) to terminate the affected subscription and refund pre-paid Fees for the unperformed remainder of the term.

12.2 Disclaimers. EXCEPT FOR §12.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, CROSSDECK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CROSSDECK DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE FROM EVERY POSSIBLE THREAT.

12.3 No source-of-truth warranty for entitlements. The Customer acknowledges that Crossdeck's entitlement cache is a synchronisation layer over the Customer's chosen payment rails (Stripe, Apple App Store, Google Play). Crossdeck is not the system of record for the Customer's billing state — the payment rail is. The Customer is solely responsible for reconciling entitlement decisions against the payment rail where a billing-critical decision depends on the answer.

13. Indemnification

13.1 By Customer. Customer will defend, indemnify, and hold harmless Crossdeck (including its officers, directors, employees, agents, and affiliates) from and against any third-party claim, action, proceeding, loss, damage, liability, penalty, fine, or expense (including reasonable attorneys' fees) arising out of or relating to: (i) Customer Data; (ii) the Customer's use of the Service in breach of these Terms or the AUP; (iii) the Customer's violation of Applicable Data Protection Law in respect of Customer Personal Data; or (iv) any allegation that Customer Data infringes the intellectual property rights of, or has injured, a third party.

13.2 By Crossdeck. Crossdeck will defend Customer from and against any third-party claim that the Service, as provided by Crossdeck and used by Customer in accordance with these Terms, infringes a third party's intellectual property rights in the Customer's jurisdiction. Crossdeck will pay damages finally awarded against Customer or agreed in settlement by Crossdeck for such claim. Crossdeck's obligations under this §13.2 do not apply to claims arising from (a) Customer Data, (b) modifications to the Service made by anyone other than Crossdeck, (c) combinations of the Service with products, services, or data not supplied by Crossdeck, or (d) use of the Service in breach of these Terms.

13.3 Process. The indemnified party must (i) give prompt written notice of the claim; (ii) reasonable cooperation in the defence; and (iii) sole control of the defence and settlement to the indemnifying party (provided the indemnifying party may not settle in a way that imposes non-monetary obligations on the indemnified party without the indemnified party's prior written consent).

14. Limitation of liability

14.1 Aggregate cap. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS IS LIMITED TO THE GREATER OF (i) THE FEES PAID OR PAYABLE BY CUSTOMER TO CROSSDECK IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED UNITED STATES DOLLARS (US$100).

14.2 Excluded damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.3 Carve-outs. §14.1 and §14.2 do not apply to (i) a Party's indemnification obligations under §13; (ii) a Party's breach of confidentiality under §11; (iii) Customer's payment obligations; (iv) a Party's gross negligence, wilful misconduct, or fraud; (v) liabilities that cannot be limited under Applicable Data Protection Law (in particular GDPR Article 82) — in which case the statutory floor applies.

14.4 Basis of the bargain. The Parties acknowledge that the foregoing limitations of liability are an essential element of the bargain between them and that the Fees reflect those limitations.

15. Term, suspension & termination

15.1 Term. These Terms remain in force from the date of your first account creation until terminated.

15.2 Termination for convenience. Customer may terminate any subscription at any time through the dashboard; termination takes effect at the end of the then-current billing cycle (no pro-rata refund). Crossdeck may terminate a free-tier account on 30 days' written notice; paid subscriptions may be terminated by Crossdeck at the end of the current billing cycle on 60 days' advance written notice.

15.3 Termination for cause. Either Party may terminate these Terms immediately on written notice if the other Party (i) materially breaches these Terms and fails to cure within 30 days of written notice (or, for AUP breaches, within the shorter timeframe specified in the AUP); (ii) becomes insolvent, makes a general assignment for the benefit of creditors, files for bankruptcy, or has bankruptcy proceedings filed against it that are not dismissed within 60 days.

15.4 Suspension. Crossdeck may suspend the Customer's access to the Service with reasonable prior notice (or, where prior notice is impracticable due to a security or availability emergency, immediately with prompt notice after the fact) if: (i) Customer's use poses a security risk to the Service or to other customers; (ii) Customer is in breach of the AUP; (iii) Crossdeck is required to suspend by law or by a lawfully-issued order; or (iv) Customer's account is more than 30 days past due. Suspension is not a remedy in lieu of termination for cause, and the Customer remains liable for Fees accrued before suspension.

15.5 Effect of termination. On termination, Customer's right to access the Service ceases; Customer must stop using the SDKs; Crossdeck will follow the return-or-deletion procedure in DPA §12; provisions that by their nature survive termination (including §9 IP, §11 Confidentiality, §13 Indemnification, §14 Liability, §17 Governing Law) survive.

16. Changes to these Terms

16.1 Crossdeck may amend these Terms by posting the amended Terms at cross-deck.com/legal/terms with an updated effective date. Crossdeck will give registered Customers at least 30 days' advance written notice of material amendments by email and an in-dashboard banner. Non-material amendments (typographical corrections, clarifying examples) take effect on posting.

16.2 Right to reject. If Customer does not accept a material amendment, Customer may terminate the affected subscription at the effective date of the amendment by written notice within the 30-day notice window; Crossdeck will refund pre-paid Fees pro-rata to the termination date.

17. Governing law & disputes

17.1 Governing law. These Terms are governed by the laws of the Republic of South Africa, without reference to its conflict-of-laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply. On completion of the reorganization to a Delaware parent (see §1.2), these Terms may be assigned to the Delaware parent, in which case governing law will become the laws of the State of Delaware, without reference to its conflict-of-laws provisions, on the assignment effective date. Customers will be given advance written notice of the change of governing law and the right to terminate as described in §1.2.

17.2 Jurisdiction. The Parties submit to the exclusive jurisdiction of the South African courts (or, post- reorganization, the state and federal courts located in Wilmington, Delaware) for any disputes arising out of or relating to these Terms, except that either Party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

17.3 Consumer overrides. If the Customer is a consumer entitled to mandatory consumer-protection rights under the laws of their country of habitual residence, nothing in §17.1 or §17.2 deprives the Customer of those rights.

18. General provisions

18.1 Assignment. Customer may not assign these Terms without Crossdeck's prior written consent (not to be unreasonably withheld). Crossdeck may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets; the reorganization described in §1.2 is a permitted assignment with the procedural protections in §1.2 and §17.1.

18.2 Force majeure. Neither Party is liable for any failure to perform due to causes beyond its reasonable control (acts of God, war, terrorism, riot, government action, pandemic, internet or telecommunications failures not within the Party's network), provided the Party gives prompt notice and uses reasonable efforts to resume performance.

18.3 Notices. Notices to Crossdeck must be sent to [email protected] with copy to [email protected] (for Personal Data matters). Notices to Customer are sent to the registered email address on the Customer's primary admin account.

18.4 Waiver. A failure to enforce a provision is not a waiver of the right to enforce it later.

18.5 Severability. If any provision is held unenforceable, the remaining provisions remain in force, and the unenforceable provision will be replaced by an enforceable provision that most closely reflects the Parties' intent.

18.6 Entire agreement. These Terms (together with the documents incorporated by reference: Privacy Policy, DPA, AUP, Sub-processor list) constitute the entire agreement between the Parties with respect to the Service and supersede all prior agreements and understandings.

18.7 No partnership. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the Parties.