Terms of Service

1. Acceptance of Terms

By accessing, registering for, downloading, or using any product, website, application, application programming interface, or service offered by 159 Networks LLC ("Company," "we," "us," or "our"), including without limitation ClearDiagram (the "Service"), you ("you," "your," or "User") agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree, you must not access or use the Service. If you are using the Service on behalf of an entity, you represent and warrant that you have authority to bind that entity, in which case "you" refers to that entity.

2. Definitions

• "Account" means a registered user account on the Service.
• "Affiliates" means entities controlling, controlled by, or under common control with Company.
• "Content" means any data, text, files, images, diagrams, prompts, links, or other material made available through the Service.
• "Documentation" means user guides, help articles, and other materials we publish describing the Service.
• "Subscription" means a paid plan giving you access to features beyond the free tier.
• "User Content" means Content you upload, create, generate, or store using the Service.

3. Eligibility

You must be at least 18 years old (or the age of majority in your jurisdiction) and capable of forming a binding contract to use the Service. You may not use the Service if you are barred from receiving services under U.S. or other applicable law, or if you are located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. economic sanctions, or if you are listed on any U.S. government list of prohibited or restricted parties.

4. The Service

The Service is a software-as-a-service diagramming product that may include AI-assisted features, cloud storage, collaboration tools, and import/export functionality. We may add, modify, or remove features at any time. Specific features may be limited to certain Subscription tiers. The Service is not intended for use in any safety-critical, life-support, or high-risk environment, and you must not use it for any such purpose.

5. Account Registration & Security

To access certain features you must create an Account. You agree to provide accurate, current, and complete information and to keep it updated. You are responsible for safeguarding your credentials and for all activity that occurs under your Account. You must notify us immediately at clarity@cleardiagram.ai of any unauthorized access. We are not liable for losses caused by any unauthorized use of your Account.

6. Subscriptions, Fees & Billing

Paid Subscriptions are billed in advance on a recurring basis (monthly or annually) at the rates published on our pricing page or otherwise quoted to you. Billing is processed by our third-party payment processor (currently Stripe). By providing payment information, you authorize us and our processor to charge the applicable fees, taxes, and any renewal fees to your designated payment method. Subscriptions automatically renew at the end of each billing period until cancelled. We may change prices on prospective renewal terms with at least 30 days' notice. All fees are non-refundable except as expressly stated in Section 7 or as required by law.

7. Free Trials, Demo & Refunds

We may offer a free demo, free trial, or 14-day money-back guarantee on initial paid Subscriptions, the terms of which will be presented at signup. Free trials automatically convert to paid Subscriptions unless you cancel before the trial ends. Refunds are not available after the 14-day period or for Subscription renewals. You may cancel at any time through your Account settings; cancellation takes effect at the end of the then-current billing period and you will retain access until then.

8. License to the Service

Subject to your compliance with these Terms and timely payment of applicable fees, Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business or personal purposes during the term of your Subscription. All rights not expressly granted to you are reserved by Company. The Service is licensed, not sold.

9. User Content

You retain all right, title, and interest in your User Content. You grant Company a worldwide, non-exclusive, royalty-free license to host, store, reproduce, transmit, display, modify (only as technically required to operate the Service), and create derivative works of your User Content solely as needed to provide, secure, and improve the Service to you. We do not use your User Content to train third-party AI foundation models, and our default contracts with AI providers (e.g., Anthropic) prohibit such training. You represent and warrant that you have all rights necessary to upload your User Content and that your User Content does not violate any third-party rights or applicable law.

10. Acceptable Use

You agree not to, and not to permit any third party to:

• use the Service for any unlawful, fraudulent, defamatory, harassing, harmful, or infringing purpose;
• upload, transmit, or generate content that violates the rights of any third party (including IP, privacy, or publicity rights);
• upload protected health information, financial account numbers, government-issued identifiers, or other sensitive data not appropriate for a general-purpose diagramming tool;
• reverse engineer, decompile, disassemble, or attempt to derive the source code, models, or underlying ideas of the Service, except to the extent expressly permitted by applicable law;
• access the Service to build a competing product, train a competing AI model, or benchmark for competitive purposes;
• use any robot, scraper, or automated means to access the Service or extract data, except via our published APIs in compliance with their documentation;
• circumvent, disable, or interfere with security, rate-limiting, authentication, billing, or feature-gating mechanisms;
• share, resell, sublicense, or otherwise transfer your Account or access credentials;
• introduce viruses, worms, or other malicious code; or
• use the Service in violation of export control or sanctions laws.

We may, at our sole discretion, investigate suspected violations and suspend or terminate offending Accounts without notice.

11. AI Features

The Service may use third-party large-language-model providers to generate diagram suggestions, layouts, labels, and other Output ("AI Output"). AI Output is generated probabilistically and may be inaccurate, incomplete, biased, or otherwise inappropriate. AI Output is not professional advice of any kind, including legal, medical, financial, engineering, or safety advice. You are solely responsible for reviewing and verifying all AI Output before relying on or distributing it. Company makes no representation that AI Output is original, non-infringing, or fit for any purpose. To the extent applicable third-party terms permit, Company assigns to you the rights, if any, it has in the AI Output generated for you. You bear full responsibility for the prompts you submit and any consequences of using AI Output.

12. Third-Party Services

The Service relies on third-party providers (including, without limitation, Stripe for payments, Anthropic for AI, Google Firebase for authentication and storage, and Cloudflare for delivery). Your use of these providers may be subject to their own terms and privacy policies. We are not responsible for the acts, omissions, or content of any third party, and any disputes you have with a third party are between you and that third party.

13. Intellectual Property

The Service, the Documentation, our trademarks, logos, and all related software, designs, content, and materials (other than your User Content) are owned by Company or our licensors and are protected by U.S. and international intellectual property laws. Nothing in these Terms transfers any ownership of the Service to you. If you provide feedback, suggestions, or ideas about the Service, you grant Company a perpetual, irrevocable, royalty-free, worldwide license to use that feedback for any purpose without obligation to you.

14. Copyright Complaints (DMCA)

If you believe content on the Service infringes your copyright, send a notice complying with 17 U.S.C. § 512(c)(3) to our designated agent at clarity@cleardiagram.ai with subject line "DMCA Notice." We will respond consistent with the DMCA. Repeat infringers will have their Accounts terminated.

15. Privacy

Our collection and use of personal information is described in our Privacy Policy, which is incorporated by reference into these Terms.

16. Confidentiality

Each party may disclose information that is identified as confidential at the time of disclosure or that should reasonably be understood to be confidential. The receiving party will use the same degree of care it uses to protect its own confidential information of like importance (and no less than reasonable care) and will use confidential information only as needed to perform under these Terms. This obligation does not apply to information that is or becomes publicly available without breach, was rightfully known prior to disclosure, is rightfully obtained from a third party without restriction, or is independently developed without use of the disclosing party's information.

17. Suspension & Termination

We may suspend or terminate your access to all or part of the Service at any time, with or without notice, for (a) breach of these Terms, (b) suspected fraud, security risk, or unlawful conduct, (c) non-payment of fees, or (d) discontinuation of the Service or any feature. You may terminate by cancelling your Subscription and ceasing use of the Service. Upon termination, your right to use the Service ends immediately. Sections that by their nature should survive termination — including Sections 9 (User Content license), 10 (Acceptable Use), 13 (Intellectual Property), 18 (Disclaimers), 19 (Limitation of Liability), 20 (Indemnification), 21 (Governing Law), 22 (Arbitration), and 25 (Miscellaneous) — survive.

18. Disclaimer of Warranties

The Service, the Documentation, and any AI Output are provided "as is" and "as available" without warranties of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permitted by applicable law, Company and its Affiliates, suppliers, and licensors disclaim all warranties, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, and quiet enjoyment, and any warranties arising from course of dealing or usage of trade.

Company does not warrant that the Service will be uninterrupted, secure, error-free, or free of viruses or other harmful components, or that any defects will be corrected. You assume all risk of loss arising from your use of the Service or any AI Output.

19. Limitation of Liability

To the maximum extent permitted by applicable law, in no event will Company, its Affiliates, or any of their respective officers, directors, employees, agents, contractors, suppliers, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, business opportunity, or anticipated savings, arising out of or relating to these Terms or the Service, whether based on contract, tort (including negligence), strict liability, or any other legal theory, even if Company has been advised of the possibility of such damages.

Company's total cumulative liability arising out of or relating to these Terms or the Service will not exceed the greater of (a) the amounts you paid Company for the Service in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars ($100).

The limitations in this Section 19 apply notwithstanding any failure of essential purpose of any limited remedy and form an essential basis of the bargain between you and Company. Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions our liability is limited to the maximum extent permitted by law.

20. Indemnification

You agree to indemnify, defend, and hold harmless 159 Networks LLC, its Affiliates, and each of their respective officers, directors, members, managers, employees, contractors, agents, suppliers, and licensors (collectively, the "Indemnified Parties") from and against any and all claims, demands, suits, proceedings, losses, damages, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees, expert fees, and litigation costs) arising out of or relating to:

• your access to or use of the Service, including any AI Output you generate, share, or rely on;
• your User Content, including any allegation that it infringes, misappropriates, or otherwise violates a third party's intellectual property, privacy, publicity, or other rights;
• your breach or alleged breach of these Terms, our Acceptable Use policy, or any representation, warranty, or covenant you make under these Terms;
• your violation of any applicable law, regulation, or third-party agreement (including export-control and sanctions laws);
• your negligent acts or omissions, or willful misconduct;
• any unauthorized access to or use of your Account resulting from your failure to maintain credential security;
• any tax obligations attributable to your use of the Service; and
• any dispute between you and any other User or third party arising out of your use of the Service.

We will provide reasonable notice of any claim subject to indemnification. We may, at our option, take control of the defense and settlement of any indemnified claim, in which case you will cooperate as reasonably requested at your expense; you may not settle any indemnified claim in a manner that imposes any obligation or liability on, or admits fault by, any Indemnified Party without our prior written consent.

21. Governing Law & Forum

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of California, without regard to its conflict-of-laws principles. Subject to the binding arbitration agreement in Section 22, the parties agree that any judicial proceeding (including, where permitted, actions for injunctive relief, small-claims actions, or actions to enforce an arbitration award) will be brought exclusively in the state or federal courts located in San Francisco County, California, and the parties consent to personal jurisdiction and venue there. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

23. Modifications to the Terms

We may revise these Terms from time to time. If we make material changes, we will notify you by posting the revised Terms on this page with an updated "Last updated" date and, where required by law or where the change is materially adverse to you, by sending notice to your Account email at least 14 days before the change takes effect. Your continued use of the Service after the effective date constitutes acceptance of the revised Terms. If you do not agree to the revisions, your sole remedy is to stop using the Service and cancel your Subscription before the effective date.

24. Notices

We may give notices to you by email to the address associated with your Account, by in-product message, or by posting on the Service. You must give legal notices to Company by email to clarity@cleardiagram.ai with subject line "Legal Notice" and concurrently by U.S. mail to the address specified at cleardiagram.ai/contact.

25. Miscellaneous

• Entire agreement. These Terms, the Privacy Policy, and any order forms or product-specific terms expressly referenced are the entire agreement between you and Company regarding the Service and supersede all prior or contemporaneous agreements, communications, and understandings.
• Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary or, if not possible, severed; the remaining provisions remain in full force and effect.
• No waiver. Our failure to enforce any right or provision is not a waiver of that right or provision.
• Assignment. You may not assign or transfer these Terms or any rights or obligations under them, by operation of law or otherwise, without our prior written consent. Company may freely assign these Terms to any Affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any prohibited assignment is void.
• Force majeure. Company is not liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, labor disputes, internet or utility failures, third-party-service outages, or pandemics.
• No third-party beneficiaries. These Terms do not create any third-party beneficiary rights, except that Indemnified Parties (as defined in Section 20) are intended third-party beneficiaries of Section 20 and may enforce it directly.
• Independent contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary, or employment relationship.
• U.S. government end users. The Service is "commercial computer software" provided with restricted rights. Use, duplication, or disclosure by the U.S. government is subject to the restrictions in FAR 12.212 and DFARS 227.7202.
• Headings. Section headings are for convenience only and do not affect interpretation.
• Electronic communications. By using the Service, you consent to receive communications from us electronically; electronic communications satisfy any legal requirement that such communications be in writing.

26. Contact

159 Networks LLC
Email:  clarity@cleardiagram.ai