Terms of service

In short. You own your work. The AI co-engineer is a tool for qualified engineers, and you review what it produces before relying on it. Every account starts with a free trial; after that a subscription keeps the workspace open, and AI features are metered in credits. Do not put export-controlled or classified data in Ngenaire. This summary is not a substitute for the terms below.

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, its APIs and MCP server, and all related services (together, 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 use 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 and 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, and you may add passkeys as a second sign-in step. You are responsible for safeguarding your credentials, recovery codes and personal access tokens, and for all activity that occurs under your account. Notify us promptly at support@ngenaire.com if you suspect unauthorized use.

3. Organizations and roles

The Service is multi-tenant: projects belong to organizations, and a user may belong to more than one organization. Organization members hold a role (owner, admin, member or viewer), and project members hold a project role (owner, editor, approver or viewer). Roles determine what each person can see, change and approve.

Organization owners and admins can invite people by email and manage their access, and have full control of every project in the organization. If you invite or administer members, you are responsible for ensuring those individuals are authorized and for their compliance with these Terms.

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.

Every new account begins with a free trial of the whole Service. When the trial ends, continued access requires a paid subscription; until you subscribe, only your account and billing pages remain available, and your content is retained. We may modify, suspend or discontinue any part of the Service, and may set reasonable limits on use and storage.

5. AI features and no accuracy guarantee

The Service includes features that use artificial intelligence to assist with systems engineering work, including the co-engineer, critiques, quality analysis, drafting of requirements, concepts of operations, statements of work, diagrams, test cases and reports, and access to these capabilities from third-party clients over the Model Context Protocol (MCP). To provide these features, content you submit is transmitted to and processed by our AI provider, 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 is not professional engineering, legal, safety, financial or other professional advice. The Service assists qualified professionals; it does not replace the independent judgment of a licensed engineer or other qualified expert.

You are solely responsible for reviewing, validating and verifying AI-generated output before relying on it or using it in any system, document or decision, and you assume all risk arising from that use. Approvals and signatures recorded in the Service are made by people, and their meaning within your organization is your responsibility.

6. Your content and 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 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, and you remain responsible for its use.

The Service, including its software, 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 or defamatory, or that violates the rights of others;
• upload technical data controlled under the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR) or similar export-control regimes, or any classified information;
• 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;
• access the Service by automated means in a way 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 outside the responsible-disclosure process on our security page, 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 or harmful, or that violates the acceptable-use policies of our AI provider.

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

8. Free trial, billing, credits and payments

New accounts receive a free trial with a starting allotment of welcome credits and no payment details required. The trial does not convert to a paid plan on its own.

We offer subscription plans (currently Starter, Pro and Business) billed monthly or annually, and one-time credit top-ups for subscribers. AI-powered features are metered in credits, charged to the person who performs the action. Writing, tracing, baselining, scheduling and other non-AI features do not consume credits. Payments are processed by Stripe, and by purchasing you also agree to Stripe's terms.

• Welcome credits are granted once at sign-up so you can try AI features before subscribing.
• Subscription credits are granted for 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. If your subscription lapses, spending of top-up credits is paused until you resubscribe; your balance is retained, not forfeited.
• Plan changes. Upgrades take effect immediately and are prorated; downgrades take effect at the start of the next billing period.

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

Prices exclude taxes; applicable taxes are calculated from your billing address and shown before you pay. We may change prices or plan features prospectively with reasonable notice; changes do not affect a period you have already paid for.

9. APIs, access tokens and MCP

You may create personal access tokens to use the Service from scripts and MCP clients. A token acts with your identity and permissions, within the scope (read or read-write) and lifetime you choose. You are responsible for keeping tokens secret, for actions taken with them, and for revoking any token you believe is exposed. Third-party clients you connect are governed by their own terms. We may limit API usage to protect the Service.

10. Third-party services

The Service relies on and integrates with third-party services, including Anthropic (AI), Stripe (payments), Google (sign-in), email delivery, cloud hosting and storage, and, where you use them, diagram rendering and web search. Your use of those services may be subject to their own terms and policies. We are not responsible for third-party services. A current list of our subprocessors is in our Privacy Policy.

11. Term and termination

These Terms apply while you use the Service. You may stop using the Service and ask us to 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.

On 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, survive.

12. 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.

13. 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 OR 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).

14. 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 of any law or third-party right.

15. Changes to these terms

We may update these Terms from time to time. If we make material changes, we will give reasonable notice, for example by posting the updated Terms with a new "Last updated" date or by notifying you in the Service. Changes take effect when posted unless stated otherwise. Continuing to use the Service after changes take effect means you accept the updated Terms.

16. Governing law and disputes

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

Before filing a claim, you agree to contact us at legal@ngenaire.com and try to resolve the dispute informally. If we cannot resolve it within 30 days, the dispute is 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.

17. 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 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.

18. Contact

Questions about these Terms? Contact us:

• Email: legal@ngenaire.com
• Ngenaire Inc., 50 Shemer Dr, Thornhill, ON L4J 9C1, Canada