TERMS OF SERVICE

Last updated
June 13, 2025

1. Agreement

These terms and conditions (the “Agreement”) govern all use of Crux SaaS Edition services (the “Service”). The Service includes all interfaces and components made available via https://ui.crux.sirius.computer, including any APIs, databases, and associated agents and mobile applications. By using the Service, you are agreeing to be bound by the Agreement. These terms apply only to the hosted (SaaS) edition of Crux. Use of the self-hosted edition is governed by a separate agreement.

The Agreement is between you (“you”) and the owner and provider of the Service, Sirius Computer, Inc. (“Sirius”). The Agreement constitutes the parties’ entire agreement over the Service, and merges and supersedes all prior agreements. By agreeing to these terms, you represent and warrant that you have the authority to accept the Agreement. If agreeing on behalf of a company or legal entity, you represent and warrant that you have the authority to bind such entity to the Agreement. In the absence of such authority, you may not use the Service.

2. Use of the Service

You agree to not use the Service for unlawful activities, or for activities prohibited by the Agreement. You agree to not disrupt the Service, nor disrupt the use of the Service by third parties. You agree not to attempt to gain unauthorized access to any part of the Service or its related systems or networks.

The Service is provided exclusively to individuals who are at least 18 years of age, or to minors who have obtained parental or legal guardian consent.

3. Privacy

The Crux Privacy Policy explains how your personal data and privacy is protected in relation to your use of the Service. By agreeing to the Agreement, you also consent to this Privacy Policy.

Sirius acts as a data processor with respect to personal data processed on behalf of its customers through the Service. To the extent that the Service processes any personal data that is subject to the EU General Data Protection Regulation (GDPR), on the user’s behalf, in the provision of the Service, the terms of the Crux Data Processing Agreement, which are hereby incorporated by reference, shall apply.

4. Payment

Payment is required to use the Service as set forth on the order documents issued to you by Sirius or our authorized agent. Sirius may offer you use of the Service free of charge during a limited trial period. Payment will be required to continue using the Service after termination of the trial.

5. Term and Termination

The Agreement shall remain in effect unless Sirius or you fail to comply with any provision of the Agreement, or until terminated either by Sirius or by you. Sirius or you may terminate the Agreement at any time for any reason, without cause, and without prior notice. You may not use the Service after the Agreement has been terminated. Upon termination, all licenses and rights granted under this Agreement shall immediately cease.

All provisions of the Agreement which by their nature should survive termination shall survive termination, including, but not limited to, ownership provisions, warranty disclaimers, indemnity, and all limitations of liability.

6. Changes to the Agreement

Sirius may change the Agreement at any time. Sirius shall send a notice to you of the change. Such changes shall be effective immediately upon publication of the changed Agreement at https://crux.sirius.computer/crux-saas-tos. Use of the Service after such change shall constitute your consent to the change.

7. Enforcement of the Agreement

You agree that if Sirius does not exercise or enforce any right or provision of the Agreement, it shall not constitute a waiver of such right or provision.

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of the Agreement is invalid or unenforceable, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision. The remaining provisions of the Agreement shall continue to be valid and enforceable.

The Agreement, and your relationship with Sirius under the Agreement, shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. You and Sirius agree to submit to the exclusive jurisdiction of the state and federal courts located in California, USA, to resolve any legal matter arising from or relating to the Agreement. Notwithstanding the foregoing, Sirius may seek injunctive relief or other urgent legal remedies in any jurisdiction as necessary.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Agreement must be filed within 1 year after such claim or cause of action arose or be forever barred.

8. Notices

Notices must be in writing and shall be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier or fax confirmation of delivery. Notices to Sirius must be sent to an address stated at https://crux.sirius.computer/support. Notices to you shall be sent to the address you identify as the contact for notices. Either party may send notices and other information by email or other electronic form.

9. Indemnification

You agree that you shall be responsible for your use of the Service, and you agree to defend, indemnify, and hold harmless Sirius and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with your access to, use of, or alleged use of the Service; (ii) your violation of the Agreement or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. Sirius reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with the defense of such claim.

10. Disclaimers; No Warranties

THE SERVICE IS MADE AVAILABLE TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT SIRIUS HAS NO OBLIGATION TO MONITOR, CONTROL, OR VET THE SERVICE’S CONTENT OR DATA. AS SUCH, YOUR USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK. SIRIUS MAKES NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SERVICE, ITS SAFETY OR SECURITY, OR THE SERVICE’S CONTENT. ACCORDINGLY, SIRIUS IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THE SERVICE’S INOPERABILITY, UNAVAILABILITY, OR SECURITY VULNERABILITIES.

SIRIUS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

11. Limitation of Liability

IN NO EVENT SHALL SIRIUS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT SIRIUS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

YOU AGREE THAT THE AGGREGATE LIABILITY OF SIRIUS TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE (INCLUDING ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE), OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNT PAID BY YOU TO SIRIUS FOR USE OF THE SERVICE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

12. Miscellaneous

The parties to the Agreement are independent contractors. Nothing in the Agreement shall constitute one party as an employee, agent, joint venture partner, or servant of another.

Either party may, upon giving written notice to the other party, assign the Agreement without the consent of the other party in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of the party’s assets. Any other proposed assignment of the Agreement must be approved by the non-assigning party in writing. Assignment shall not relieve the assigning party of its obligations under the assigned Agreement.

The Agreement does not create any third-party beneficiary rights except as expressly provided by its terms.