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Terms of Service

Last updated: June 15, 2026

1. Acceptance of Terms

These Terms of Service (the “Terms”) are a binding agreement between you and Ngenaire Inc. (“Ngenaire”, “we”, “us”, or “our”) and govern your access to and use of the Ngenaire website at ngenaire.com, the Ngenaire application, and all related features, APIs, and services (collectively, the “Service”).

By creating an account, checking the box indicating that you agree to these Terms, or otherwise accessing or using the Service, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated here by reference. If you do not agree, do not use the Service. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers to that organization.

2. Eligibility & Accounts

You must be at least 18 years old and able to form a binding contract to use the Service. You agree to provide accurate, current, and complete information when you register and to keep it up to date.

You may register with an email address and password or by signing in with Google. You are responsible for safeguarding your credentials and for all activity that occurs under your account. Notify us promptly at support@ngenaire.com if you suspect unauthorized use.

3. Organizations & Roles

The Service is multi-tenant: projects belong to organizations, and a user may belong to one or more organizations. Within an organization, members hold roles (“owner”, “admin”, “member”, or “viewer”) that determine their permissions.

Organization owners and admins may invite others by email and manage member access. If you invite or administer members, you are responsible for ensuring those individuals are authorized and for their compliance with these Terms. An organization’s administrators may be able to access, modify, or remove content and members within that organization.

4. License to Use the Service

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal engineering and business purposes. The core workspace is provided free of charge; certain AI-powered features are metered and require credits as described in Section 8.

We may modify, suspend, or discontinue any part of the Service at any time. We may also establish limits on use and storage at our discretion.

5. AI Features & No Accuracy Guarantee

The Service includes features that use artificial intelligence to assist with systems engineering work — for example chat assistance, critiques, drafting requirements, concepts of operations, statements of work, diagrams, and reports. To provide these features, content you submit is transmitted to and processed by third-party AI providers (by default, Anthropic’s Claude models), as described in our Privacy Policy.

AI-generated output may be inaccurate, incomplete, outdated, or otherwise unsuitable for your purposes. It is generated probabilistically and does not constitute professional engineering, legal, safety, financial, or other professional advice. The Service is a tool to assist qualified professionals; it is not a substitute for the independent judgment of a licensed engineer or other qualified expert.

You are solely responsible for reviewing, validating, and verifying all AI-generated output before relying on it or using it in any system, document, or decision. You assume all risk arising from your use of AI-generated output.

6. Your Content & Intellectual Property

You retain all ownership rights in the content, data, requirements, documents, diagrams, files, and other materials you submit to or create with the Service (“Your Content”). You grant Ngenaire a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, transmit, and display Your Content, and to share it with the subprocessors described in our Privacy Policy, solely as necessary to operate, secure, and provide the Service to you.

You represent and warrant that you have all rights necessary to submit Your Content and that it does not infringe or violate the rights of any third party or any law. As between you and Ngenaire, you own AI-generated output created for you to the extent permitted by applicable law and the terms of the underlying AI provider; you remain responsible for its use.

The Service, including all software, models of operation, interfaces, designs, text, graphics, and the Ngenaire name and logos, is owned by Ngenaire or its licensors and is protected by intellectual property laws. Except for the license granted above, no rights are transferred to you.

7. Acceptable Use

You agree not to, and not to permit anyone to:

  • use the Service for any unlawful purpose or to store or transmit content that is illegal, infringing, defamatory, or that violates the rights of others;
  • copy, modify, reverse engineer, decompile, or attempt to extract the source code or underlying models of the Service, except where permitted by law;
  • resell, sublicense, or commercially exploit the Service except as expressly permitted;
  • scrape, crawl, or use automated means to access the Service in a manner that imposes an unreasonable load, or attempt to circumvent rate limits, billing, credit metering, or access controls;
  • probe, scan, or test the vulnerability of the Service, or breach or attempt to breach its security or authentication;
  • upload malware or use the Service to develop or deploy anything that harms others; or
  • use the AI features to generate content that is unlawful, harmful, or that violates the acceptable-use policies of our AI providers.

We may investigate and take appropriate action, including suspension, for violations.

8. Billing, Credits & Payments

The Ngenaire workspace is free to use. AI-powered features are metered in “credits”, and you only pay for the AI features you use. We offer subscription plans (currently Free, Starter, Pro, and Business), billed monthly or annually, and one-time credit top-ups. Payments are processed by our payment provider, Stripe; by purchasing, you also agree to Stripe’s terms.

  • Welcome credits. New accounts receive a starting allotment of credits so you can try AI features before subscribing.
  • Subscription credits are granted at the start of each billing period and expire at the end of that period (they do not roll over).
  • Top-up credits are purchased separately and carry forward; however, if your subscription lapses, spending of top-up credits may be paused until you resubscribe. Your balance is retained, not forfeited.
  • Plan changes. Upgrades take effect immediately and are prorated; downgrades take effect at the end of the current billing period.

No refunds. Except where required by applicable law, all fees and credit purchases are non-refundable. You may cancel your subscription at any time; cancellation stops future charges, and you retain access to paid features through the end of the period you have already paid for.

Prices are exclusive of taxes; applicable taxes are added at checkout based on your billing address. We may change prices or plan features prospectively with reasonable notice; changes do not affect the period you have already paid for.

9. Third-Party Services

The Service relies on and integrates with third-party services, including Anthropic (AI), Stripe (payments), Google (sign-in), email delivery, cloud storage, and analytics. Your use of those services may be subject to their own terms and policies. We are not responsible for third-party services, and your dealings with them are solely between you and the relevant provider. A current list of the subprocessors we use is in our Privacy Policy.

10. Term & Termination

These Terms apply while you use the Service. You may stop using the Service and delete your account at any time. We may suspend or terminate your access, with or without notice, if you breach these Terms, if required by law, or to protect the Service or other users.

Upon termination, your license to use the Service ends. We may delete Your Content after a reasonable period, subject to our data-retention practices and legal obligations. Sections that by their nature should survive termination (including ownership, disclaimers, limitation of liability, and indemnification) will survive.

11. Disclaimers

THE SERVICE AND ALL AI-GENERATED OUTPUT ARE 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, ACCURACY, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY OUTPUT WILL BE ACCURATE OR RELIABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NGENAIRE AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR FOR DAMAGES ARISING FROM YOUR RELIANCE ON AI-GENERATED OUTPUT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED CANADIAN DOLLARS (CA$100).

13. Indemnification

You agree to defend, indemnify, and hold harmless Ngenaire and its affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to your use of the Service, Your Content, your use of AI-generated output, or your violation of these Terms or any law or third-party right.

14. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice — for example, by posting the updated Terms with a new “Last updated” date or by notifying you in the Service. Changes are effective when posted unless stated otherwise. Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

15. Governing Law & Disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. Ngenaire Inc. is incorporated in Canada.

Before filing a claim, you agree to first contact us at legal@ngenaire.com and attempt to resolve the dispute informally. If we cannot resolve it within 30 days, the dispute will be subject to the exclusive jurisdiction of the courts of the Province of Ontario, and you consent to the jurisdiction of those courts, except where applicable law gives you the right to bring proceedings in your local courts.

16. Miscellaneous

These Terms, together with the Privacy Policy, are the entire agreement between you and Ngenaire regarding the Service. If any provision is found unenforceable, the remaining provisions will remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays or failures caused by events beyond its reasonable control.

17. Contact

Questions about these Terms? Contact us: