Txpipe LLC, 651 N Broad St, Suite 201, Middletown registered at the county of New Castle, ("Txpipe" or "we/our") is the unique owner and provider of demeter.run ("Website" or the "Services"). "Customer" refers to any natural person, over 18 years of age and with legal capacity, and legal entity, who complies the conditions mentioned below:
The access, use, utilization, consumption, handling, use or service provided by Demeter by any "customer", configures the assent and configuration of the following T&Cs.
The following actions are understood as irrefutable manifestation of the will to contract:
(i) use or sign in to the Service, (ii) provide the data, which is managed in accordance with our privacy policy, required for opening a Demeter account in our Existing Account page as described throughout this Agreement; and (iii) declare your intention to create, and create, an account by connecting to and/or signing into Demeter with your Existing Account.
TxPipe and Demeter team has the right to request additional information from your profile, such as documentation if deemed necessary or suspected of violating any of the rules. In addition, the company reserves the right to stop or deny any registration without giving any reasons. Also “the company” may block any account that violates any of the above rules or there is an intention to act maliciously against the image or values of the company.
The current terms and conditions may change in the near future. The continuous use of the service after the updating of these terms and conditions of service, is understood as an express manifestation of the will to continue contracting and agreeing to the new terms and conditions.
Upon successful registration and payment of applicable fees, Demeter grants the Customer a worldwide, non-exclusive, non-transferable, and non-sublicensable license to use the Service for the duration of the term, subject to the provisions of this Agreement. The Customer consents to and accepts these terms of use.
The Customer is aware that the Service contains open source components and such components are governed by the respective open source licenses.
The consumer, in good faith, agrees with the company that he shall make responsible use of the code, according to the respective open source licenses and US copyright laws. The user shall not under any circumstances perform the following activities using the service of Demeter:
The following activities are strictly prohibited and may result in immediate termination of service, legal action, and other penalties:
Violating any applicable laws, including but not limited to the laws of any specific jurisdiction. Distributing or transmitting content that is unlawful, sexually explicit, discriminatory, abusive, libelous, defamatory, fraudulent, harassing, threatening, or that infringes upon the proprietary rights of any third party or Demeter. Distributing any form of malware or deceptive content, including but not limited to viruses, worms, Trojan horses, exploits, or corrupted files. Distributing unsolicited bulk communications, advertisements, or solicitations. Engaging in or promoting illegal activities or activities that may compromise U.S. national security. Interfering with, tampering with, violating, disabling, impeding, or circumventing any aspect of the Demeter Service, including equipment and services used by Demeter. Attempting unauthorized access to or attacking computer systems or networks, including engaging in abuse or excessive scanning of computer resources. Conducting or participating in peer-to-peer file-sharing activities. Engaging in number crunching, data mining, cryptocurrency mining, or similar schemes. Engaging in any conduct that may result in death, physical injury, or damage to health or the environment. Participating in any other activity that may be deemed an unfair use of the Services.
The Customer agrees to comply with all applicable laws and these terms. Violation may result in suspension or termination of access to the Services and may also result in legal recourse.
As part of a collaborative framework, the company may reserve the right to disclose user information to authorities when users violate the terms and conditions, and there is a lawful and explicit request for such information.
In accordance with a collaborative framework, the company may disclose user information to U.S. authorities in the event of a breach of the terms and conditions by the user, contingent upon a valid and explicit request for disclosure.
Certain services provided by the Company incorporate software offered under open source license terms, which will be made available to you. These open source licenses may contain provisions that take precedence over specific sections of these terms; therefore, it is imperative that you carefully review and comply with the terms and conditions of these licenses.
You are prohibited from copying, modifying, distributing, selling, or leasing any part of the services or software provided by the Company, except as expressly permitted by the applicable open source licenses or with the prior written consent of the Company.
Demeter Credit Units (DCU): Demeter Credit Units (hereinafter referred to as 'DCU') serve as the payment and cost credit system of the website. Depending on the subscription plan chosen by the customer, Demeter provides varying amounts of DCUs, which are consumed based on the usage of specific features and services.
Fees and Payment: The Customer shall pay the applicable fees using the payment methods specified on the website, without incurring additional charges. The fees, parameters, and options associated with each plan are clearly stated on the website in DCUs. Each feature and service offered by Demeter consumes a specified number of DCUs per unit of time or per API call, as appropriate.
Pricing and Updates: The current applicable prices will be presented to the Customer prior to the finalization of each purchase within the Service. Demeter's fees are subject to change, and it is the Customer's responsibility to stay informed of any adjustments to our pricing structure. The description, options, DCUs per plan, DCU consumption per service, and the total amount of the Fee shall be based on the current list displayed on the website or as provided to the Customer in text form.
Infrastructure-as-a-Service: Demeter offers infrastructure-as-a-service (IaaS) to its customers, with varying plans and features tailored to their needs. By using the Service, the Customer agrees to the terms and conditions set forth in this document and acknowledges responsibility for any fees incurred.
Real-Time DCU Tracking: The User acknowledges and agrees that Demeter will communicate to them, in real-time via its website, the total amount of DCUs consumed and remaining in their plan. In the event that the User exhausts all of the DCUs available in their plan, Demeter reserves the right to restrict the User's ability to modify projects until additional DCUs are obtained, either through the renewal of the monthly plan or an upgrade to a higher-tier plan.
Demeter does not include integration, support, or consulting services as part of the Service offerings. However, at its sole discretion, Demeter may choose to provide limited support to users via email or in-Service communications, as detailed on the website. The scope and availability of such support services are subject to change at any time without notice.
In the event that Demeter provides any consulting services, such services are rendered entirely at the client’s sole discretion and risk. The client bears full responsibility for any actions taken based on consulting advice or recommendations provided by Demeter. Txpipe disclaims any liability arising from the use or interpretation of consulting services, and the client agrees to indemnify and hold harmless Demeter from any claims or damages that may arise from such use.
In pursuit of delivering optimal service and ensuring its continual maintenance, the team may undertake various tasks including backup processes, system maintenance, system or database repair work, and may encounter instances of unavailability of third-party services for the existing account. These actions may result in temporary disruptions to service accessibility. However, it is imperative to emphasize that such disruptions are temporary in nature, deemed essential for the provision of a high-quality service, and do not confer any entitlements for claims on the part of the consumer. These measures are instituted to enhance service quality and efficiency.
It is noteworthy that every effort is made to mitigate the impact of these disruptions and maintain service continuity to the greatest extent possible. Furthermore, it is essential to clarify that these temporary interruptions do not infringe upon any consumer rights. The underlying objective of these actions is to ultimately deliver an enhanced and improved product to our valued clientele.
We endeavor to ensure that these disruptions remain at a minimum level, and it is emphasized that customer rights in the event of defects or issues remain unaffected.
Under no circumstances shall TxPipe LLC or Demeter be held responsible for any claims, damages, or liabilities arising from or related to the services provided by Demeter, including but not limited to misuse of open-source code beyond the scope of the service's intended purposes or any malfunctions of the services provided.
Specifically, Demeter shall not be held liable for any failures or delays in providing services due to circumstances beyond its reasonable control.
TxPipe LLC is not responsible for any misuse of the services or damages suffered by the client or third-party agents, nor for any damages they may cause to third parties. The primary goal of this agreement is to provide the services as outlined. The company is exempt from any obligations not explicitly mentioned in the contract, and the client shall bear full responsibility for any uses or damages that may occur.
All claims against the company under the terms mentioned shall be dismissed. The client may be held liable for damages to reputation or costs arising from non-compliance with the provisions outlined.
Any conflict or controversy arising under this commercial agreement or subsequent agreements shall be resolved in good faith between the parties. If such negotiations do not result in a conventional agreement, the parties agree to submit disputes to the courts of Delaware and to the laws of that jurisdiction under the powers conferred by the Delaware Code, TITLE 6, SUBTITLE I, ARTICLE 1, Part 3 § 1-301. and Title 6, SUBTITLE II, chapter 27 §2708.
OUR SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED. WE SHALL NOT BE HELD LIABLE FOR DEFECTS IN THE SERVICE OR DEFECTS RELATED TO SERVICE RIGHTS WHEN THE SERVICE IS PROVIDED WITHOUT PAYMENT AND ANY DEFECTS HAVE NOT BEEN INTENTIONALLY WITHHELD.
ADDITIONALLY, WE HEREBY INFORM THAT OUR SERVICE IS CURRENTLY IN A BETA TESTING PHASE, AND WE DISCLAIM LIABILITY FOR ANY DEFECTS EVEN IF THE SERVICE IS PAID FOR.
WE DO NOT PROVIDE ANY WARRANTIES FOR OUR SERVICE WITHOUT AN EXPRESSLY WRITTEN CONFIRMATION.
YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM OUR SERVICE IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.
NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Some countries and states do not allow the disclaimer of certain warranties or the limitation of certain damages, so some or all of the terms above may not apply to you, and you may have additional rights. In that case, these Terms only limit our responsibilities to the maximum extent permissible in your country of residence.
The company reserves the right to institute legal proceedings for the recovery of compensatory damages and consequential losses arising from any conduct that has harmed the company's image or reputation. Furthermore, the company reserves the right to seek indemnification for all legal, administrative, and other costs and expenses incurred as a direct consequence of the user's misconduct, which falls outside the parameters of these terms and conditions and constitutes a breach thereof.
True Data and Fair Use: You must accurately and completely fill in all required fields on the sign-up form. You must comply with these Terms of Service, particularly the Fair and Acceptable Use obligations specified in Section I. You are responsible for any content you create, post, upload, store, make available, or communicate through your use of the Service.
Password and Security: You must choose a secure password for your account (we recommend a minimum of 8 characters, including at least one letter, one number, and one special character) and change your password regularly. You may only share your password with authorized individuals.
Defects and Bug Reporting: You agree to assist Demeter in addressing potential software defects by reporting bugs or providing any information that may help us identify sources of errors.
Backups: We perform regular backups of your data on the Service in accordance with our legal obligations. However, you are responsible for conducting your own regular backups of data integrated into the Service by copying your data outside your Demeter account. Upon termination of the Service, we will delete your data in accordance with these Terms of Service and our privacy policy.
a. The consumer agrees to defend, indemnify, and hold us, our affiliates, and our personnel harmless from any claims, losses, and expenses (including attorneys’ fees) arising from or related to their use of the Services, including any Content they create, or any products or services they develop or offer in connection with the Services. This includes any breach of these Terms or violation of applicable law.
Demeter workspaces facilitate online interactions with other individuals, computer networks, and computer systems. You assume full responsibility for these interactions and any resulting issues, whether material or immaterial. If third-party claims are brought against us due to your online interactions or violations of these Terms of Service, they will be redirected to you.
b. The Customer may upload content and code, including but not limited to programs, technical data, and personal data (collectively referred to as "Customer Data"), to their account. The Customer assumes full responsibility for this Customer Data and agrees not to upload or use any prohibited content within their account in accordance with these Terms of Service.
By providing Customer Data to Demeter and its Services, the Customer grants Demeter all rights necessary to fulfill the contractual agreement, including the right to display the Customer Data on the Website within the Customer's account. Demeter accepts this grant of rights.
In the event that Customer Data is removed from an account or an account is terminated by the Customer or Demeter for any reason, the rights to such Customer Data shall expire, subject to legal retention periods and the Customer's statutory rights to back up such Customer Data.
The Customer is solely responsible for all Customer Data, including any copyrights, data protection requirements, or potential harm, whether material or immaterial, that may arise from the Customer Data. Should third-party claims arise against Demeter due to violations related to the Customer Data or these Terms of Service, those claims will be redirected to the Customer. The Customer agrees to defend, indemnify, and hold Demeter harmless from any damages, claims, liabilities, and expenses, including attorneys' fees, resulting from the Customer's actions, provided the Customer is found liable for such breach.
If the Customer uses the Services to process personal data, the Customer must provide legally adequate privacy notices and obtain necessary consents for the processing of such data. The Customer represents and warrants to Demeter that they are processing such data in accordance with applicable law.
a. Termination; Suspension. These Terms take effect upon your initial use of the Services and remain in effect until terminated. You may terminate these Terms at any time by ceasing your use of the Services and Content. We may terminate these Terms for any reason with at least 5 days’ advance notice. We may terminate these Terms immediately upon providing notice to you if you materially breach these Terms, if there are changes in relationships with third-party technology providers beyond our control, or if required to comply with law or governmental requests. We may suspend your access to the Services if you do not comply with these Terms, if your use poses a security risk to us or any third party, or if we suspect your use is fraudulent or could subject us or any third party to liability.
b. Effect of Termination. Upon termination, you must cease using the Services and promptly return or, at our direction, destroy any Confidential Information. The provisions of these Terms that are intended to survive termination or expiration shall continue to do so.
c. In addition to our termination rights, we may implement the following blocking measures:
If a customer breaches any of the terms and conditions, rules, or provisions stated, or if there is reasonable suspicion of such a breach, we may temporarily suspend the provision of all or part of the service to the customer.
If the Customer Data violate applicable laws or are related to illegal activities, to the best of Demeter's knowledge, or negatively impact the provision of the Service, related services and networks, or the security and integrity of related networks, we may, without prior notice, block access to, execute, or delete software or other Customer Data.
We will inform the Customer of any such blocking measures as soon as possible.
We may also disclose your personal data to authorities as described in the privacy policy.
All data and content uploaded by our customers to our platform is protected and regulated by the "Delaware Personal Data Privacy Act; Title 6 Subtitle II Chapter 12D Delaware code".
Effective as of the first day of the year 2025.
Under the aforementioned law, the consumer has the right to:
Confirm whether a responsible controller is processing the consumer's personal data and access such data, unless this confirmation or access would require the controller to disclose a trade secret.
Correct inaccuracies in the consumer's personal data, considering the nature of the data and the purposes for which it is being processed.
Delete personal data provided by or obtained about the consumer.
Obtain a copy of the consumer's personal data processed by the controller in a portable and, to the extent technically feasible, easily usable format, enabling the consumer to transmit the data to another controller without hindrance when processing is carried out by automated means. The controller is not required to disclose any business secrets.
Obtain a list of the categories of third parties to whom the controller has disclosed the consumer's personal data.
Accordingly, our obligations and responsibilities regarding your personal data include:
Limiting the collection of personal data to what is adequate, relevant, and reasonably necessary for the purposes of processing, as disclosed to the consumer.
Not processing personal data for purposes that are not reasonably necessary or compatible with the disclosed processing purposes unless the controller obtains the consumer's consent.
Establishing, implementing, and maintaining reasonable administrative, technical, and physical data security practices to protect the confidentiality, integrity, and accessibility of personal data in accordance with its volume and nature.
Not processing sensitive data related to a consumer without obtaining the consumer's consent, or the consent of the child's parent or legal guardian in the case of a known child, while complying with other legal requirements.
Not processing personal data in violation of state or federal laws that prohibit unlawful discrimination.
Providing an effective mechanism for a consumer to revoke their consent, which must be at least as easy as the mechanism used to obtain consent, and ceasing data processing as soon as practicable, but no later than 15 days after receiving such a request.
Not processing a consumer's personal data for targeted advertising or selling the consumer's personal data without the consumer's consent, especially if the controller knows or should know the consumer is between 13 and 18 years old.
Not discriminating against a consumer for exercising any of the consumer's rights under this chapter, including denying goods or services, charging different prices or fees for goods or services, or providing a different level of quality in goods or services.
The customer is entitled to withdraw from our services in accordance with the principles of good faith and performance as set forth in Delaware Code, Title 6, Subtitle I, Part 3, Articles 1-304 and 1-305.
By mutual agreement, the parties may waive potential claims in the event of noncompliance by either party, as specified in Delaware Code, Title 6, Subtitle I, Part 3, Article 1-306.
The customer has the right to terminate this service within 14 days of contract execution without providing a reason and without any obligation to indemnify us, unless required by law. The withdrawal period will expire 14 days after the contract is executed. Should the customer exercise this right, they must compensate the company for any damages incurred as a result of the contract termination.
To exercise the right of withdrawal, the customer must provide notice to: Txpipe LLC, 651 N Broad St, Suite 201, Middletown, New Castle, or via email at contact@txpipe.io.
The customer's decision to terminate the contract must be expressed through a clear, unequivocal act of intent. Subject to applicable legal exceptions, this decision is final and irrevocable (e.g., via a letter sent by post or email).
If the notice does not reach its intended recipient or due to force majeure events, the customer will be considered to continue maintaining and using our services.
To comply with the withdrawal deadline, the customer must submit their notice of withdrawal prior to the expiration of the withdrawal period.
Should the customer exercise their right to withdraw from this contract within 14 days of signing, the company will promptly reimburse all payments received from the customer, including delivery costs (excluding any additional costs arising from the customer's selection of a delivery method other than the least expensive standard delivery offered by the company). The reimbursement will be completed without undue delay and, in any event, no later than 14 days from the date on which the company is informed of the customer’s decision to withdraw. The reimbursement will be issued using the same payment method utilized in the original transaction unless the customer explicitly consents to an alternative method; the customer will not incur any fees as a result of the reimbursement.
In the event the customer requested the initiation of services during the withdrawal period, the customer must compensate the company proportionately for the services provided up to the point the customer communicates their withdrawal from the contract, relative to the full scope of the contract.
The customer’s right to withdraw from this agreement may lapse prematurely if the company commences the services at the customer’s request before the expiration of the withdrawal period, and the customer has expressly acknowledged their awareness of waiving their right to withdraw upon the initiation of the contract's execution.
This Agreement shall become effective upon the creation of the customer's account and shall remain in effect until such time as it is terminated. The user may terminate these Terms at any time for any reason by discontinuing the use of the Services and Content.
Either party, the customer or Demeter, may terminate this Agreement without cause by providing a 14-day notice utilizing the termination option within the customer's Demeter account or, in the case of Demeter, via email to the customer. The customer must comply with the procedures specified in the section "Right of Withdrawal."
Furthermore, either the customer or Demeter may terminate this Agreement with immediate effect for "good cause" in their full capacity and in good faith. Good cause for termination by Demeter may include, but is not limited to, the following circumstances: (i) the customer's material breach of any obligation under this Agreement; (ii) the customer's failure to make payment when due for a period exceeding six (6) weeks; (iii) the customer's violation of the Fair and Acceptable Use policy outlined in Section I; (iv) substantial changes in Demeter's business relationships with other companies crucial to the provision of Demeter's services, including but not limited to the cessation or significant alteration of software or services, termination of partnerships, or substantial changes in pricing; (v) substantial changes in resources essential for Demeter to provide its services; or (vi) termination of Demeter's services due to circumstances beyond Demeter's control or its complete cessation.
Both parties agree to conduct their business relationship within a framework of trust and in compliance with applicable confidentiality standards. In the event that the company suffers damage to its reputation or financial loss due to the misappropriation of trade secrets, the company reserves the right to pursue legal remedies against the contractor for any actual damages caused by such misappropriation, as well as any unjust enrichment that is not accounted for in calculating actual damages.
The Customer and Demeter agree not to disclose to any third party, or use for any purpose other than as permitted under these Terms of Service or additional agreements, any confidential or proprietary information arising from or disclosed pursuant to this Agreement. Confidential or proprietary information includes, but is not limited to, the parties' trade secrets, and information not generally known to the public such as business plans, strategies, practices, products, personnel, and finances, unless:
(i) Prior written consent is obtained from the party to whom the information belongs;
(ii) The information is already known to or obtained by independent means, or independently developed without reference to the other party's confidential information;
(iii) The information is in the public domain through no fault of the recipient;
(iv) The information is received from a third party who is free to disclose it without violating any legal obligations; or
(v) The disclosure is made to an affiliate of either party.
This confidentiality obligation shall survive the termination of this Agreement for a period of three (3) years following such termination. Notwithstanding the foregoing, the recipient may disclose the other party's confidential information if required to do so by law, court order, or upon request from any governmental or regulatory authority. In such instances, the recipient shall, to the extent permitted by law, promptly notify the other party of the requirement or request for disclosure.
As previously indicated, the current Terms of Service may be amended in the near future. The customer's continued use of the service following any revisions to these Terms of Service shall constitute an express acceptance of and agreement to the updated terms and conditions.
The company reserves the authority to modify these Terms of Service and any related documentation at its sole discretion and without prior notice. Notification of such changes will be provided to the customer in at least text form, including the effective date of the amendments.
The revisions will take effect unless the customer submits a formal objection to the updated terms and conditions within four (4) weeks of the notification. Should the customer object to the revisions within the specified four-week period, the company reserves the right to terminate the contract immediately without further liability to the customer. In the event of a timely objection and the continuation of the contractual relationship, the previous terms and conditions shall remain in effect.
Customers may not assign, transfer, or delegate these Terms and Conditions to any person or entity at any time, except as explicitly permitted within these Terms of Service.
This Agreement is governed by the laws of the United States and the laws of the State of Delaware, excluding the United Nations Convention on Contracts for the International Sale of Goods. These Terms of Service, along with the referenced documents, collectively form the entire Agreement between Demeter and the Customer, superseding any prior agreements, arrangements, proposals, or communications. Demeter's failure to exercise, or delay in exercising, any rights under this Agreement does not constitute a waiver of those rights.
If any individual provisions of these Terms and Conditions, including this provision, are or become invalid, or if there are gaps in these Terms and Conditions, the validity of all other provisions shall remain intact. In place of any invalid provision or to fill any gaps, a suitable and enforceable provision reflecting the parties' original intent shall apply.
You agree that we may transfer this Agreement to:
Txpipe LLC., a company incorporated and validly existing under the laws of the State of Delaware, United States, registered with the Division of Corporations of the State of Delaware under file number 6825557 and with business address at: Txpipe LLC, 651 N Broad St, Suite 201, Middletown registered at the county of New Castle, United States ("Txpipe LLC."); or
another third-party designated in our discretion ("Third-Party") by way of a transfer of contract with discharging effect with the effect that Txpipe LLC. or the Third-Party becomes your new contractual partner in our stead and assumes all our rights and obligations under this Agreement.
We will notify you of a contemplated transfer of this Agreement and provide you with the identity of your new contractual partner in text form with at least four three weeks' notice prior to the contemplated transfer of this Agreement becoming effective ("Transfer Notice").
In case of a contemplated transfer of this Agreement to a Third-Party you shall be entitled to terminate this Agreement without notice and without any additional cause being required. This termination right must be exercised within six weeks following receipt of the Transfer Notice and must be exercised in text form.
The above termination right shall not exist in case of a transfer of this Agreement to Txpipe. Other rights you may have to terminate the Agreement with or without a cause shall remain unaffected.
If you have any questions or concerns about these terms and conditions, please contact us at hello@txpipe.io or see our information below.