These Terms of Use ("Terms") are a binding agreement between you and Disruptica LLC ("Disruptica," "we," "us," or "our") and govern your access to and use of our websites, ecommerce experiences, software, forms, communications, content, and related services that link to or reference these Terms, including:
Butterfly CRM / Butterfly OS;
our customer portals, chatbots, forms, newsletters, recruiting pages, and similar digital experiences; and
any related applications, tools, products, or services we provide that reference these Terms (collectively, the "Services").
By accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services.
1. Who We Are
Disruptica LLC
200 East Las Olas Boulevard, 14th Floor
Fort Lauderdale, FL 33301
legal@disruptica.com
2. Eligibility and Authority
You may use the Services only if you can form a binding contract with Disruptica and are not barred from using the Services under applicable law.
If you use the Services on behalf of a company, organization, or other entity, you represent and warrant that you have authority to bind that entity to these Terms, and "you" includes that entity.
The Services are not directed to children under 13.
3. Changes to These Terms
We may update these Terms from time to time. If we make material changes, we may provide notice by posting the updated Terms, updating the "Last updated" date, or using another reasonable method. Your continued use of the Services after the updated Terms become effective constitutes your acceptance of the revised Terms.
4. Privacy
Your use of the Services is also subject to our Privacy Notice, which explains how we collect, use, and disclose personal information.
5. Accounts and Credentials
Some Services may require you to create an account or use login credentials.
You agree to:
provide accurate and current information;
keep your credentials confidential;
promptly notify us of any unauthorized access or suspected breach; and
be responsible for activities that occur under your account to the extent caused by your actions, omissions, or failure to safeguard credentials.
We may suspend or disable accounts if we reasonably believe there has been a violation of these Terms, a security issue, fraud, misuse, or legal risk.
6. Acceptable Use
You agree not to, and not to allow others to:
use the Services in violation of applicable law, regulation, or third-party rights;
access or use the Services for unlawful, fraudulent, deceptive, abusive, harassing, defamatory, or harmful purposes;
upload, transmit, or distribute malicious code, malware, ransomware, spyware, or other harmful material;
interfere with, disrupt, damage, or overburden the Services or related systems;
bypass or attempt to bypass authentication, security, rate limits, or access controls;
reverse engineer, decompile, scrape, frame, mirror, or otherwise extract source code, models, datasets, prompts, or underlying components of the Services except to the extent such restriction is prohibited by law;
use bots, crawlers, or automated means to access the Services except as expressly authorized by us in writing;
use the Services to build or improve a competing product or service using our confidential, proprietary, or non-public materials;
infringe intellectual property, privacy, publicity, confidentiality, or other rights;
submit content that you do not have the right to provide;
use the Services to develop, train, or improve third-party models or systems using non-public materials from the Services unless expressly authorized in writing; or
misrepresent your identity, affiliation, or authority.
7. User Content and Inputs
You may be able to submit, upload, post, transmit, or otherwise provide content, data, prompts, files, feedback, communications, or other materials through the Services (collectively, "User Content").
You retain ownership of your User Content, subject to any rights you grant in these Terms and any separate written agreement with Disruptica.
You grant Disruptica a non-exclusive, worldwide, royalty-free license to host, use, process, reproduce, modify, display, transmit, and otherwise use User Content only as reasonably necessary to:
provide and maintain the Services;
fulfill your requests;
support, secure, troubleshoot, and improve the Services;
comply with law; and
enforce these Terms.
You represent and warrant that:
you have all rights necessary to provide the User Content;
the User Content does not violate law or third-party rights; and
the User Content does not contain material you are prohibited from disclosing.
We do not claim ownership of your User Content except as expressly set out in a separate written agreement.
8. Client Data and Service Provider Role
In many cases, Disruptica provides Services to business customers and processes data on their behalf. Where we process data as a processor, service provider, or contractor under a separate agreement, that agreement controls with respect to the relevant customer relationship.
If you are an end user accessing a client environment or client-configured implementation of our Services, your organization’s agreement with Disruptica may govern certain aspects of your use in addition to these Terms.
9. AI Features, Automation, and Outputs
Some Services may include AI-enabled, automated, or generative features.
You acknowledge and agree that:
AI-generated or automated outputs may be incomplete, inaccurate, outdated, biased, or inappropriate for your intended use;
outputs should be reviewed by a qualified human before being relied on for business, legal, compliance, medical, financial, employment, or other high-impact decisions;
you are responsible for evaluating whether outputs are appropriate for your use case; and
Disruptica does not guarantee that outputs will be correct, unique, or fit for any particular purpose unless expressly stated in a signed written agreement.
Unless otherwise agreed in writing, you may use outputs generated for you through the Services subject to these Terms and any applicable product-specific terms, but Disruptica retains all rights in the underlying Services, software, systems, prompts, workflows, and platform components.
10. Intellectual Property and Ownership
The Services, including all software, code, interfaces, text, graphics, branding, logos, workflows, documentation, designs, audiovisual works, compilations, know-how, and other content or technology made available by Disruptica (excluding User Content and third-party materials) are owned by or licensed to Disruptica and are protected by intellectual property and other laws.
Except for the limited rights expressly granted in these Terms, no rights are granted to you by implication, estoppel, or otherwise.
You may not use Disruptica’s name, logos, trademarks, or other brand features without prior written permission, except as necessary to truthfully identify us as the provider of the Services.
11. Feedback
If you provide ideas, suggestions, enhancement requests, recommendations, or other feedback about the Services ("Feedback"), you grant Disruptica a worldwide, perpetual, irrevocable, sublicensable, transferable, royalty-free right to use, modify, incorporate, and exploit that Feedback without restriction or obligation to you.
12. Third-Party Services and Links
The Services may integrate with or link to third-party websites, tools, platforms, content, products, or services, including payment processors, e-commerce platforms, analytics tools, AI vendors, publishing tools, and business software.
Disruptica does not control and is not responsible for third-party services, and your use of them may be subject to separate terms and privacy notices.
13. Purchases, Billing, and Ecommerce
If you purchase products or services through our shop or another ordering flow, you agree to provide current, complete, and accurate purchase, payment, and shipping information.
Prices, product descriptions, availability, promotions, and shipping terms may change at any time without notice unless otherwise required by law.
We may refuse, cancel, limit, or refund an order where reasonably necessary due to suspected fraud, pricing errors, product unavailability, misuse, or other legitimate business reasons.
Payments may be processed by third-party providers such as Stripe and ecommerce infrastructure may be provided through Shopify or similar vendors.
Additional product-specific, commercial, subscription, order, SOW, proposal, or service terms may apply to specific purchases, and if there is a conflict, the more specific written terms will control for that transaction.
Returns, exchanges, and refunds for physical or digital products sold through our shop may be governed by a separate Return Policy, Refund Policy, or other posted commercial terms, which are incorporated by reference where applicable.
14. SaaS, Subscriptions, and Customer Administrators
For Services such as Butterfly CRM / Butterfly OS and other subscription-based or account-based offerings:
access may be provided on a subscription, pilot, trial, usage-based, seat-based, or custom commercial basis;
fees, billing cycles, renewal terms, included functionality, service levels, and support commitments may be described in an order form, proposal, SOW, subscription plan, or other written commercial terms;
you are responsible for users you invite to your account or workspace and for activity under your environment, subject to applicable law and any separate written agreement;
you are responsible for designating and managing administrator users and for configuring permissions appropriately;
administrators may have broad access to account information, configurations, workspaces, communications, logs, files, user data, and other content associated with the customer environment;
you are responsible for maintaining the security of your environment, endpoints, credentials, access controls, and integrations under your control; and
unless otherwise stated in a signed written agreement, Disruptica may change, update, improve, or discontinue features from time to time.
If your subscription expires, is suspended, or is terminated, your access to certain features or data may be limited or removed in accordance with applicable law, our retention practices, and any separate written agreement.
Data export and transition
Unless otherwise stated in a signed written agreement, you are responsible for exporting data you wish to retain before termination or expiration of a subscription. Disruptica may, but is not obligated to, provide reasonable export assistance, transition services, or professional services under a separate agreement or fee schedule.
Support and availability
Unless expressly stated in a signed written agreement, Disruptica does not guarantee any specific uptime, availability level, response time, restoration time, support tier, or support window for subscription Services. Any service levels, maintenance commitments, or incident response obligations must be stated in separate written terms.
15. Beta Features and Pilot Services
We may offer certain features, products, tools, or environments as beta, pilot, preview, early access, experimental, or similar offerings (collectively, "Beta Services").
Beta Services may be incomplete, unstable, or changed or discontinued at any time. Unless otherwise stated in writing, Beta Services are provided "as is" and may not be subject to the same support, security, uptime, documentation, or retention commitments as generally available Services.
16. API, Developer, and Integration Terms
If Disruptica makes APIs, webhooks, SDKs, developer tools, technical documentation, sandbox environments, integration capabilities, or similar resources available, your use of them is subject to these Terms and any additional developer or API terms we may publish.
You agree not to:
exceed or circumvent rate limits, quotas, authentication requirements, or technical restrictions;
use APIs or developer tools in a manner that threatens the security, integrity, availability, or performance of the Services;
misrepresent calls, origin, identity, or usage;
use APIs or integrations to scrape, replicate, or compete with the Services using non-public information or access; or
use credentials assigned to another person or organization without authorization.
Disruptica may monitor API and integration usage, impose limits, suspend access, rotate credentials, or require security measures where reasonably necessary to protect the Services or users.
17. Suspension and Termination
We may suspend or terminate access to all or part of the Services at any time, with or without notice, if we reasonably believe:
you violated these Terms;
your use poses a security, legal, or operational risk;
your account is fraudulent, inactive, or associated with nonpayment where applicable; or
suspension is necessary to protect Disruptica, users, third parties, or the Services.
You may stop using the Services at any time.
Sections that by their nature should survive termination will survive, including sections relating to ownership, disclaimers, limitations of liability, indemnity, dispute resolution, and general terms.
18. Disclaimers
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN A SIGNED WRITTEN AGREEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISRUPTICA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
WITHOUT LIMITING THE FOREGOING, DISRUPTICA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, ACCURATE, COMPLETE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT OR OUTPUT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.
Regulated and high-impact use disclaimer
Unless expressly agreed in a signed written agreement, the Services are not intended to be relied upon as a substitute for professional judgment, regulated advice, or legally required review in healthcare, legal, financial, insurance, employment, public sector, safety-critical, or other high-impact contexts.
Without limiting the foregoing:
the Services do not constitute legal advice, medical advice, financial advice, accounting advice, compliance certification, or other licensed professional advice;
you are responsible for human review, validation, and approval before using any content, output, recommendation, or workflow in regulated or high-impact contexts; and
Disruptica does not represent that the Services alone satisfy any law, regulation, framework, certification requirement, clinical standard, fiduciary duty, or professional standard unless expressly stated in a signed written agreement.
19. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISRUPTICA AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISRUPTICA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF:
THE AMOUNT YOU PAID TO DISRUPTICA FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY; OR
USD $100.
Some jurisdictions do not allow certain disclaimers or limitations, so parts of this section may not apply to you.
20. Indemnification
To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless Disruptica and its affiliates, officers, directors, employees, contractors, licensors, and agents from and against claims, liabilities, damages, judgments, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
your use of the Services;
your User Content;
your violation of these Terms;
your violation of applicable law; or
your infringement or misappropriation of any third-party rights.
21. DMCA and Copyright Complaints
If you believe material available through the Services infringes your copyright, email legal@disruptica.com with: (a) identification of the copyrighted work; (b) identification of the allegedly infringing material and enough information for us to locate it; (c) your contact information; (d) a statement that you have a good-faith belief the use is not authorized by the copyright owner, its agent, or the law; (e) a statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act for the copyright owner; and (f) your physical or electronic signature.
We may remove or disable access to allegedly infringing material and may terminate repeat infringers where appropriate.
22. Export, Sanctions, and Compliance
You may not use, export, re-export, or transfer the Services except as authorized by applicable law, including export control and sanctions laws. You represent that you are not located in, organized under the laws of, ordinarily resident in, or owned or controlled by a party in a restricted jurisdiction, and are not listed on any applicable restricted party list, to the extent required by law.
23. Governing Law
These Terms and any dispute arising out of or relating to them or the Services will be governed by the laws of the District of Columbia, without regard to conflict-of-law principles, except to the extent federal law preempts or requires otherwise.
24. Arbitration; Class Action Waiver
Any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding arbitration in Washington, D.C. administered by the American Arbitration Association (AAA) under its applicable commercial arbitration rules, and judgment on the award may be entered in any court of competent jurisdiction.
You and Disruptica agree that disputes will be resolved only on an individual basis. No class action, collective action, coordinated action, representative action, or private attorney general action is permitted, and the arbitrator may not consolidate claims of different parties except as allowed by law.
Nothing in this section prevents either party from seeking temporary or preliminary injunctive relief in a court of competent jurisdiction to protect intellectual property, confidential information, or platform security.
If a court or arbitrator determines that the class action waiver is unenforceable for a particular claim, then that claim must proceed in a court of competent jurisdiction in Washington, D.C., and the remainder of the arbitration provision will remain in effect to the fullest extent permitted by law.
25. Notices
We may provide notices under these Terms by posting them through the Services, by email, or by another reasonable method. You agree that notices sent to the email address associated with your account or otherwise provided by you satisfy any legal notice requirement except where law requires a different method.
26. Entire Agreement
These Terms, together with any applicable Privacy Notice, order form, statement of work, subscription terms, DPA, acceptable use policy, return policy, or other signed written agreement between you and Disruptica, constitute the entire agreement between you and Disruptica regarding the relevant Services and supersede prior or contemporaneous understandings relating to the same subject matter.
If there is a conflict between these Terms and a separately signed written agreement between you and Disruptica, the signed written agreement controls for the subject matter it covers.
27. Assignment
You may not assign or transfer these Terms, in whole or in part, without our prior written consent. Disruptica may assign or transfer these Terms in connection with a merger, acquisition, reorganization, sale of assets, financing, or by operation of law.
28. Severability and Waiver
If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect. A failure to enforce any provision is not a waiver of that provision or any other provision.
29. Contact Us
Disruptica LLC
200 East Las Olas Boulevard, 14th Floor
Fort Lauderdale, FL 33301
legal at disruptica.com