Terms of Service

1Who we are

Spinal Cloud is operated by [LEGAL ENTITY — TO BE COMPLETED ON INCORPORATION], a corporation organised under the laws of the State of Delaware, United States, with a registered address at [REGISTERED ADDRESS — TO BE COMPLETED ON INCORPORATION] ("we", "us", "our").

These Terms of Service (the "Terms") govern your access to and use of the Spinal Cloud website, dashboard, relay service, and the client software we distribute (together, the "Service"). By creating an account, accepting an invitation, or otherwise using the Service, you agree to these Terms. If you are agreeing on behalf of an organisation, you represent that you are authorised to bind it, and "you" means that organisation.

If you do not agree to these Terms, do not use the Service.

2Early access and availability

The Service is currently offered as gated early access. Access is granted at our discretion, there is no open self-serve signup, and we may decline or revoke access.

During early access the Service is provided as-is. We make no uptime commitment, offer no service level agreement, and may add, change, suspend, or remove features at any time, including features described on our website. We may impose or change usage limits.

We will give reasonable notice before a change that materially reduces functionality you rely on, where it is practical to do so. In an emergency, or where a change is required for security or by law, we may act first and notify you afterwards.

3Accounts, organisations, and access

You must be at least 18 years old and capable of forming a binding contract. You are responsible for the accuracy of the information you give us and for keeping your sign-in credentials, API keys, and devices secure.

An organisation may have several members with different roles. An owner or administrator of an organisation can invite and remove members, approve and revoke devices, create and revoke keys, and read the organisation's audit records. If you join an organisation, you accept that its administrators hold that control over your access and over content in that organisation's spaces.

You are responsible for everything that happens under your account and under keys you issue, including actions taken by software agents you connect. Tell us promptly at security@spinal.cloud if you believe a credential, key, or device has been compromised.

4Your content

Content you or your agents create, store, or transmit through the Service — including project memory, notes, decisions, messages, and metadata — is "Customer Content".

As between you and us, you retain all right, title, and interest in Customer Content. We claim no ownership of it.

You grant us a non-exclusive, worldwide, royalty-free licence to host, store, transmit, cache, and display Customer Content solely to the extent necessary to operate and support the Service for you, and to comply with law. This licence exists so we can carry your content between your own machines. It ends when the content is deleted or expires under the retention windows described in our Privacy Policy.

We do not use Customer Content to train machine learning models, and we do not sell it or share it for advertising.

You are responsible for having the rights necessary to put Customer Content into the Service, including where it contains personal data about other people or material belonging to your employer or clients.

5The software you run

The Service is designed so that your project memory is held on machines you control. To use it you run our client daemon, spinal host, on those machines. Running that daemon is how the product works, not a workaround.

You are responsible for the machines you run it on: their security, their availability, their backups, and the physical and network environment they sit in. If a machine of yours is lost, compromised, or simply switched off, the memory it holds is affected accordingly, and we cannot recover content we never held.

The client software is licensed to you, not sold. We grant you a limited, non-exclusive, non-transferable, revocable licence to install and run it for the purpose of using the Service. Separate licence terms apply to the open source Marrow engine, as described in our repository's licensing documentation.

6Acceptable use

You must not:

• break the law, infringe anyone's rights, or help anyone else do either, through the Service;
• upload malware, or use the Service to attack, probe, or disrupt any system, including ours;
• attempt to access another customer's data, or to circumvent the tenant isolation, authentication, authorisation, or rate limits of the Service;
• reverse engineer, decompile, or attempt to derive the source code of the proprietary parts of the Service, except to the extent that restriction is unenforceable by law;
• resell, sublicense, or provide the Service to third parties as a service of your own, without our written agreement;
• use the Service to store content you have no right to store, or to build a competing relay service.

We may investigate suspected breaches and may suspend access where we reasonably believe it is necessary to protect the Service, other customers, or third parties.

We welcome good-faith security research. If you find a vulnerability, report it to security@spinal.cloud before disclosing it, and give us a reasonable opportunity to fix it. We will not pursue researchers who follow that path.

7Plans and fees

Our published plans are a free plan for a single person with unlimited devices and one shared brain, and a Team plan at $12 per member per month for organisations with more than one member. Viewers do not count as billable members. Enterprise arrangements are agreed separately.

No fee is charged during the beta. Organisations in the beta hold a subscription at a zero price. We will give you at least 30 days' notice by email before we begin charging you, and you may cancel before that date without owing anything.

When charging does begin: fees are billed in advance, are stated exclusive of taxes, and are non-refundable except where the law requires otherwise or where we have expressly agreed otherwise in writing. Seat counts are measured on the members in your organisation. If you add members mid-cycle you will be charged a prorated amount for them.

We may change prices. A price change will not apply to you until your next renewal after we have given you at least 30 days' notice.

8Suspension and termination

You may stop using the Service at any time. Because there is currently no self-serve account deletion, write to privacy@spinal.cloud to have your account and organisation data deleted, and we will act on that request as described in our Privacy Policy.

We may suspend or terminate your access if you materially breach these Terms, if your use puts the Service or others at risk, if we are required to by law, or if we discontinue the Service. Except where a breach or the law requires immediate action, we will give you notice and, where the breach can be fixed, a reasonable opportunity to fix it.

If we discontinue the Service entirely we will give you at least 60 days' notice so you can retrieve anything you need. Because your project memory is held on your own machines, ending the Service stops the connection between them; it does not delete the memory on the machines you control.

Sections that by their nature should survive termination do survive it, including your content licence for content still in transit, disclaimers, limitation of liability, indemnity, and governing law.

9Our intellectual property

Other than Customer Content and the open source components identified in our licensing documentation, the Service and everything in it — software, designs, text, and marks including "Spinal Cloud" — belongs to us or our licensors. These Terms grant you no rights in it beyond the limited licence to use the Service.

If you send us feedback or suggestions, we may use them without restriction and without owing you anything. You are not required to send us feedback.

10Disclaimer of warranties

To the maximum extent permitted by law, the Service is provided as-is and as-available, without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that the Service will be uninterrupted, timely, secure, or error-free, that content will be delivered without delay or loss, or that defects will be corrected. This is early-access software and you should not rely on it as the only copy of anything you cannot afford to lose.

Some jurisdictions do not allow the exclusion of certain warranties. Where that is so, the exclusions above apply only to the extent permitted.

11Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, or lost or corrupted data, even if advised that such damages were possible.

To the maximum extent permitted by law, our total aggregate liability arising out of or relating to the Service or these Terms will not exceed the greater of (a) the total fees you paid us for the Service in the twelve months before the event giving rise to the claim, and (b) one hundred United States dollars ($100). You acknowledge that during the beta, when no fees are charged, this means our liability is limited to one hundred United States dollars.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, for death or personal injury caused by negligence, or for a party's wilful misconduct.

12Indemnity

You will defend and indemnify us against third-party claims, and reasonable legal costs, arising from your Customer Content, your use of the Service in breach of these Terms, or your violation of law or of a third party's rights. We will notify you promptly of any such claim, give you control of the defence, and cooperate reasonably at your expense. You may not settle a claim in a way that admits fault on our behalf or imposes obligations on us without our consent.

13Changes to these Terms

We may update these Terms. If a change is material we will give notice by email to the address on your account, or by a notice in the dashboard, at least 30 days before it takes effect. Continuing to use the Service after a change takes effect means you accept the updated Terms. If you do not accept them, stop using the Service before the effective date.

The effective date at the top of this page always reflects the current version.

14Governing law and general terms

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws rules. The state and federal courts located in Delaware have exclusive jurisdiction, and both parties consent to venue there. Where you are a consumer, this does not deprive you of the protection of mandatory law in your country of residence.

These Terms, together with the Privacy Policy, are the entire agreement between us about the Service and replace any earlier understanding. If a provision is held unenforceable, the rest remains in force. Our failure to enforce a provision is not a waiver of it. You may not assign these Terms without our consent; we may assign them to an affiliate or in connection with a merger or sale of assets.

Neither party is liable for failure to perform caused by events beyond its reasonable control. Nothing here creates a partnership, agency, or employment relationship.

Questions about these Terms: legal@spinal.cloud.