Terms of Service

1. Acceptance and authority

These Terms of Service (the "Terms") are an agreement between ClearPoint Logic, Inc. ("ClearPoint Logic", "we", "us") and the organization that uses the Services ("Customer", "you"). The Services are offered to organizations, not to consumers.

By creating an account, accepting these Terms in a product, signing an Order Form that references them, or using the Services, you accept these Terms. The person who accepts them confirms that they have authority to bind the Customer organization. If you do not have that authority, or you do not agree, do not use the Services.

If ClearPoint Logic and Customer have signed a separate written agreement covering the Services, such as a Master Subscription Agreement, that agreement controls where it conflicts with these Terms. These Terms incorporate the Acceptable Use Policy and the Privacy Policy.

2. The Services

"Services" means the ClearPoint Logic products and sites, including:

• Studio, an agent builder and hosted runtime, including its web application and its iOS and macOS apps;
• Meridian, the system of record for AI agent identity, policy, evidence, and lifecycle, together with its add-ons Helm (operate and control) and Periscope (measure and optimize);
• Docs, the product documentation portal;
• the public Demo, which runs on labeled synthetic data;
• the status page; and
• related APIs, software development kits, and support.

Each product's current scope and availability is described on its product page and in Docs. Features labeled as coming next are not part of the Services until they are released.

3. Accounts and security

Sign-in to the Services is handled through WorkOS. Customer is responsible for every action taken under its accounts, for keeping credentials confidential, and for keeping its user list current. Each user must have their own account; sharing accounts or credentials is not permitted.

Customer must enable multi-factor authentication for its users where the Services offer it, and must use the single sign-on or identity provider controls its organization requires. Customer must notify us at [email protected] promptly after discovering any unauthorized use of its accounts or the Services.

Customer administrators can invite, suspend, and remove users and can set the permissions those users hold. Customer is responsible for those choices.

4. Customer Data

"Customer Data" means the content, configuration, prompts, connected-service data, and other material that Customer or its users submit to the Services, and the agents, skills, and apps Customer builds with them. As between the parties, Customer owns Customer Data.

Customer grants ClearPoint Logic a non-exclusive license to host, process, transmit, and display Customer Data only as needed to provide, secure, support, and improve the Services, to comply with law, and as Customer otherwise instructs. We do not sell Customer Data.

Customer is responsible for the accuracy and lawfulness of Customer Data, for having the rights and consents needed to submit it, and for the terms of any third-party service it connects to the Services. Personal information in Customer Data is handled as described in the Privacy Policy. Our current subprocessors are listed at clearpointlogic.com/legal/subprocessors.

We maintain administrative, technical, and organizational safeguards designed to protect Customer Data. Customer is responsible for exporting Customer Data it wants to keep before its subscription ends.

5. Protected health information

Some customers process protected health information ("PHI") as defined under HIPAA. PHI may be processed in the Services only under a signed Business Associate Agreement ("BAA") between Customer and ClearPoint Logic, and only in the products and configurations that BAA covers.

Customer must not upload, connect, or otherwise process PHI in the Services without a signed BAA in place. The public Demo and any Beta feature are never covered by a BAA. To request a BAA, contact [email protected].

6. AI features and output

The Services use artificial intelligence, including large language models operated by third-party model providers, to generate agents, text, code, decisions, and other output ("Output"). Model providers process the inputs and Output as described in the Privacy Policy and the subprocessor list.

Output is generated by probabilistic systems. It may be inaccurate, incomplete, outdated, biased, or unsuitable for a given purpose, and similar inputs can produce different Output. Customer is responsible for reviewing Output before relying on it or acting on it, for keeping a qualified person in the loop for any decision that affects people's rights, health, safety, finances, or employment, and for complying with the laws that apply to its use of Output.

Subject to these Terms, Customer owns the Output generated for it, to the extent permitted by law. Output may not be unique, and other customers may receive similar Output. Customer must not use Output to build a competing model or to violate the Acceptable Use Policy.

Evidence, certification state, and signed records that the Services produce describe what the Services observed. They are provided to support Customer's own review and do not by themselves establish compliance with any law or standard.

7. Acceptable use

Customer and its users must follow the Acceptable Use Policy, which is part of these Terms. It describes prohibited content and conduct, security and resource abuse, misuse of AI features, and how we respond to violations. Customer is responsible for its users' compliance.

In addition, Customer must not:

• copy, modify, reverse engineer, or create derivative works of the Services, except where the law allows it despite this restriction;
• resell, sublicense, or provide the Services to third parties except as the Services are designed to allow (for example, sharing an agent Customer built with its own users);
• remove or alter proprietary notices, evidence signatures, or certification marks;
• access the Services to build a competing product or to benchmark them for publication without our consent; or
• use the Services in violation of export control or sanctions laws.

8. Fees and Order Forms

Paid subscriptions are governed by an Order Form or an in-product purchase that states the products, quantities, term, and fees. Where an Order Form and these Terms conflict, the Order Form controls for that purchase. Some Services, such as Docs, the Demo, and the status page, are provided without charge.

Unless an Order Form says otherwise, fees are payable in US dollars, are due as stated on the invoice or at the time of purchase, are non-cancellable and non-refundable, and exclude taxes. Customer is responsible for sales, use, VAT, and similar taxes other than taxes on our income. Usage-based fees, including fees for model usage, are measured by the Services.

We may suspend paid Services for accounts that are more than 30 days past due after notice. Pricing for renewal terms may change on notice before the renewal date.

9. Beta features and the Demo

We may offer features, products, or releases labeled Beta, preview, early access, or similar ("Beta Features"). Beta Features are provided for evaluation, may change or be withdrawn at any time, may contain errors, and are not covered by any support commitment, service level, or BAA. Customer uses Beta Features at its own risk and should not rely on them for production workloads unless we say otherwise in writing.

The public Demo shows the Services running on synthetic data that is labeled as such. The Demo is for illustration only. Do not enter real personal information, PHI, credentials, or confidential business data into the Demo. We may reset, change, or remove the Demo at any time.

10. Intellectual property and feedback

ClearPoint Logic and its licensors own the Services, including their software, design, documentation, models of operation, and trademarks. Except for the rights expressly granted in these Terms, no rights in the Services are granted to Customer.

If Customer gives us suggestions or feedback about the Services, we may use it without restriction or payment. Feedback never includes Customer Data.

11. Confidentiality

Each party will protect the other party's non-public information that is marked confidential or that a reasonable person would understand to be confidential, will use it only to perform under these Terms, and will share it only with people and providers who need it and are bound by comparable duties. This obligation lasts for five years after the information is received and does not cover information that is public, already known, independently developed, or lawfully obtained from a third party. A party may disclose confidential information when the law requires it, after giving reasonable notice where permitted.

12. Suspension and termination

Subscriptions run for the term stated in the Order Form and renew as it states. Either party may terminate these Terms for the other party's material breach that is not cured within 30 days of written notice, or at once if the other party becomes insolvent.

We may suspend or limit access to the Services, or to a specific agent, app, or account, without prior notice where reasonably needed to address a security risk, a violation of the Acceptable Use Policy, a legal requirement, or harm to the Services or to others. We will tell Customer the reason where the law allows and will restore access once the issue is resolved.

On termination, Customer's right to use the Services ends. Customer may export Customer Data for 30 days after termination unless we are required to delete it sooner. After that period we delete or de-identify Customer Data as described in the Privacy Policy, subject to backup cycles and legal holds. Sections 4, 6, 10, 11, 13, 14, 15, and 17 survive termination.

13. Warranties and disclaimers

ClearPoint Logic warrants that the paid Services will perform materially as described in their documentation. Customer's sole remedy for a breach of this warranty is for us to correct the problem or, if we cannot, to terminate the affected subscription and refund prepaid fees for the unused remainder of its term. Any service-level commitment applies only if it is stated in an Order Form or a separate written agreement.

EXCEPT AS STATED IN THIS SECTION, THE SERVICES, OUTPUT, BETA FEATURES, AND THE DEMO ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, CLEARPOINT LOGIC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF OUTPUT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

14. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE FEES CUSTOMER PAID TO CLEARPOINT LOGIC FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. FOR SERVICES PROVIDED WITHOUT CHARGE, THAT AMOUNT IS 100 US DOLLARS.

These limits do not apply to a party's indemnification obligations, to a party's breach of its confidentiality obligations, to Customer's payment obligations, or to liability that cannot be limited by law.

15. Indemnification

By ClearPoint Logic

We will defend Customer against any third-party claim that the Services, as provided by us and used in accordance with these Terms, infringe that third party's intellectual property rights, and we will pay the damages and costs finally awarded or agreed in settlement. This does not cover claims arising from Customer Data, Output, Beta Features, Customer's modifications, or combinations with items we did not supply. If a claim arises, we may modify or replace the affected Service, or terminate it and refund prepaid fees for the unused term.

By Customer

Customer will defend ClearPoint Logic against any third-party claim arising from Customer Data, from Customer's use of Output, from agents or apps Customer builds or operates, from Customer's connected services, or from Customer's breach of these Terms or the Acceptable Use Policy, and will pay the damages and costs finally awarded or agreed in settlement.

Process

The indemnified party must give prompt notice of the claim, allow the indemnifying party to control the defense and settlement, and cooperate at the indemnifying party's expense. A settlement may not impose obligations on the indemnified party without its consent.

16. Changes to these Terms

We may update these Terms. The current version is always published at this page with its effective date and version identifier. For material changes we will give at least 30 days' notice through the Services or by email to Customer's administrators before the change takes effect, except where a change is needed sooner to comply with law or to address a security risk. Continued use of the Services after the effective date of an updated version is acceptance of it. Changes do not apply to an Order Form term already in progress if they would reduce Customer's rights materially, unless Customer agrees.

17. Governing law and general terms

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The state and federal courts located in Delaware have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party consents to that jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

These Terms, the Acceptable Use Policy, the Privacy Policy, any Order Form, and any BAA or other signed agreement are the entire agreement about the Services. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all of its assets. Neither party is liable for delay caused by events beyond its reasonable control. If any term is found unenforceable, the rest remains in effect. Notices to ClearPoint Logic must be sent to the contact below; notices to Customer may be sent to its administrator email addresses.

18. Contact

Questions about these Terms, Order Forms, BAAs, or account matters: [email protected].

Privacy requests: [email protected].

Security reports and suspected account compromise: [email protected].

ClearPoint Logic, Inc. is a Delaware corporation.