Terms of Service

These Terms, together with our Privacy Policy, form a binding legal agreement between you and Downs Ventures LLC. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and “you” refers to that entity and its personnel who use the Services.

You must be at least 18 years old and legally capable of entering into a binding contract to use the Services. The Services are intended for use by chocolate makers, chocolatiers, and related food-industry businesses operating in compliance with applicable law. You may not use the Services if you are located in a jurisdiction in which your use of the Services would be unlawful, or if you are prohibited from receiving the Services under US export controls or sanctions.

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to:

• Provide accurate, complete, and current information during registration and keep it up to date;
• Use a strong password and enable multi-factor authentication where available;
• Notify us promptly of any unauthorized access to or use of your account; and
• Accept responsibility for all activities that occur under your account, including activities by your team members.

We may suspend or terminate your account at any time if we reasonably believe your account has been compromised or is being used in violation of these Terms.

Plans

Cacao Craft is offered under tiered subscription plans (currently Bean, Bar, and Grand Cru), each with the features and seat limits described on cacaocraft.co. We may update plan features, pricing, and seat limits from time to time. Material changes to your active plan's pricing will be communicated to you at least 30 days before taking effect.

Billing

Subscription fees are billed in advance on a monthly or annual basis through our payment processor (currently Stripe). By providing a payment method, you authorize us to charge the payment method on a recurring basis for the applicable subscription fees and any taxes, until you cancel. You are responsible for keeping your payment method current. If a charge is declined, we may suspend your account until payment is successfully processed.

Taxes

Fees are exclusive of any applicable taxes, including sales, use, VAT, or similar taxes, which will be added to your invoice where required by law.

We may offer a free trial of the Services (currently 14 days for new accounts). You may be required to provide a payment method to start the trial, but you will not be charged during the trial period. If you do not cancel before the trial ends, your account will automatically convert to the paid subscription you selected, and we will charge your payment method at the then-current rate.

Cancellation

You may cancel your subscription at any time from your account settings. Cancellation takes effect at the end of your current billing period — you retain access to the Services until that date, and you will not be charged again.

Refunds

Except where required by applicable consumer-protection law, subscription fees are non-refundable. We do not provide refunds or credits for partial subscription periods or unused months. If you believe you have been charged in error, contact us within 30 days of the charge and we will review the charge in good faith.

You agree not to, and not to permit anyone using your account to:

• Use the Services to violate any applicable law or regulation, including food safety, labeling, or wholesale regulations;
• Infringe the intellectual property, privacy, or other rights of any third party;
• Upload, transmit, or store malicious code, viruses, or content that is unlawful, defamatory, or harassing;
• Interfere with, disrupt, or attempt to gain unauthorized access to the Services, our systems, or other users' accounts;
• Reverse engineer, decompile, or attempt to derive the source code of the Services, except to the extent expressly permitted by applicable law;
• Use the Services to build or train a competing product or service;
• Scrape, automate, or place excessive load on the Services outside of normal use of documented APIs and rate limits; or
• Resell, sublicense, or transfer access to the Services without our prior written consent.

Ownership

You retain all rights, title, and interest in and to the data, recipes, batch records, customer lists, origin documentation, brand assets, photographs, and other content you submit to the Services (collectively, “Customer Data”). You are responsible for the accuracy, legality, and appropriateness of your Customer Data.

License to operate the Services

You grant Cacao Craft a worldwide, non-exclusive, royalty-free license to host, store, process, display, and transmit your Customer Data solely as necessary to provide, secure, support, and improve the Services for you. We will not use your Customer Data to train generalized machine-learning models that are not specific to your account without your express opt-in.

Export and deletion

You may export your Customer Data at any time while your account is active. We will retain your Customer Data for up to 30 days after account termination to allow for export, after which we will delete or anonymize it in the ordinary course of our backup and retention practices, except where a longer retention period is required by law.

The Services, including all software, text, graphics, logos, designs, and the “Cacao Craft” name and marks, are and will remain the exclusive property of Downs Ventures LLC and its licensors. Nothing in these Terms grants you any right, title, or interest in the Services other than the limited right to use the Services in accordance with these Terms.

Some features of the Services use artificial intelligence (including models provided by third parties such as Anthropic) to generate content such as tasting notes, label copy, brand stories, social posts, and draft compliance documents (collectively, “AI Output”).

• AI Output is provided on an “as is” basis and may contain inaccuracies, omissions, or errors;
• AI Output is not legal, regulatory, medical, tax, or other professional advice, and you should not rely on it as such;
• Compliance-related AI Output (including draft HACCP, SSOP, recall, FSMA, EUDR, Prop 65, or allergen documents) is a drafting aid only and must be reviewed and approved by qualified personnel before use;
• You are responsible for reviewing, editing, and verifying AI Output before relying on it, publishing it, or using it in commerce; and
• You are responsible for ensuring that your use of AI Output does not infringe the rights of any third party or violate any applicable law or regulation.

The Services integrate with and rely on third-party services (including but not limited to Stripe for payments, Supabase for data hosting, Resend for email, Anthropic for AI, Vercel for deployment, and optional integrations such as Shopify, QuickBooks, Faire, Square, and PayPal). Your use of those services is governed by their own terms and privacy policies. We are not responsible for the acts or omissions of third-party services, and any integration outage or data loss caused by a third-party service is not our responsibility except to the extent caused by our negligence.

The Services are provided on an “as is” and “as available” basis, without warranties of any kind, whether express, implied, or statutory. To the maximum extent permitted by law, we disclaim all warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, and quiet enjoyment. We do not warrant that the Services will be uninterrupted, secure, or error-free, or that any data will be accurate, reliable, or free from loss. You assume all risk arising from your use of the Services, including any reliance on AI Output, compliance documentation, or other outputs.

To the maximum extent permitted by law, in no event will Cacao Craft, Downs Ventures LLC, or our officers, directors, employees, agents, or affiliates be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, arising out of or relating to your use of the Services, even if we have been advised of the possibility of such damages.

Our total aggregate liability arising out of or relating to these Terms or the Services will not exceed the greater of (a) the amount of fees you paid to us in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred US dollars ($100).

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you to the extent prohibited by law.

You agree to indemnify, defend, and hold harmless Cacao Craft, Downs Ventures LLC, and our affiliates, officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your Customer Data, (b) your use of the Services, (c) your violation of these Terms, (d) your violation of any applicable law or regulation, or (e) your infringement of any third-party right.

You may terminate your account at any time by cancelling your subscription. We may suspend or terminate your account or access to the Services at any time, with or without notice, if we reasonably believe you have violated these Terms, that your use poses a security or legal risk, or if we cease offering the Services. Upon termination, your right to use the Services will end, but provisions of these Terms that by their nature should survive termination (including IP, disclaimers, limitations of liability, indemnification, and dispute resolution) will survive.

These Terms and any disputes arising out of or relating to them or the Services will be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Informal resolution

Before filing a claim, you agree to try to resolve the dispute informally by contacting us at hello@cacaocraft.co. We will attempt to resolve the dispute by negotiating with you in good faith for at least 30 days.

Binding arbitration

Except for disputes that qualify for small-claims court or seek injunctive relief for intellectual-property infringement, any dispute between you and Cacao Craft that cannot be resolved informally will be resolved by final and binding arbitration administered by JAMS under its Streamlined Arbitration Rules. The arbitration will be conducted in Smith County, Texas and will be conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

Class-action waiver

To the maximum extent permitted by law, you and Cacao Craft agree that any dispute will be resolved only on an individual basis, and not as a plaintiff or class member in any class, collective, or representative action.

We may revise these Terms from time to time. If we make material changes, we will notify you by email or through the Services at least 14 days before the changes take effect. Your continued use of the Services after the effective date constitutes your acceptance of the revised Terms.

If you have questions about these Terms, please contact us at:

Downs Ventures LLC
681 Frederick Cir
Flint, TX 75762
Email: hello@cacaocraft.co