Terms of Service

1.1 Enterprise Customers

If you are an organization accessing or using the Service pursuant to a written enterprise agreement, master services agreement, data processing agreement, or similar contract executed with SysModeler ("Enterprise Agreement"), then:

• Your use of the Service is governed exclusively by the applicable Enterprise Agreement.
• All terms related to data usage, confidentiality, security, AI usage, liability, warranties, service levels, and dispute resolution are defined solely in that Enterprise Agreement.
• These Terms of Service do not apply to Enterprise Customers or Enterprise Users, except to the extent expressly incorporated by reference in the Enterprise Agreement.

In the event of any conflict between these Terms and an Enterprise Agreement, the Enterprise Agreement shall control.

1.2 Individual Users

The remaining sections of these Terms apply only to individual users, including free-tier users, trial users, and other users accessing the Service without an Enterprise Agreement ("Individual Users").

You must be at least the legal minimum age required in your jurisdiction to use the Service. You may not use SysModeler if prohibited by applicable law.

When creating the account, you agree to provide accurate, complete, and current information. Please note you are responsible for maintaining the confidentiality of your account credentials and all activity under your account. You must notify us immediately if you believe your account has been compromised.

We may suspend or terminate accounts for security reasons, misuse, fraud, or violations of these Terms.

SysModeler may offer access to certain features of the Service through the use of credits ("Credits"). Credits constitute a limited, non-exclusive, revocable, non-transferable, and non-sublicensable license to access specific functionality of the Service. Credits do not constitute a personal property right, have no cash value, and do not represent stored value, currency, or any form of debit balance.

New users may receive a one-time allocation of free Credits upon account creation. SysModeler may also offer users the option to purchase additional Credits or obtain time-limited trial access on a one-time basis. From time to time, SysModeler may, at its discretion, offer users additional opportunities to earn or receive free Credits. The availability, amount, and conditions of any such Credits are determined solely by SysModeler and may change or be discontinued at any time.

Unless otherwise stated at the time of issuance, all Credits expire thirty (30) days from the date they are granted, whether obtained through promotion or purchase. Expired Credits are permanently forfeited and have no value. Credits may not be redeemed, refunded, reinstated, or exchanged for cash or any other consideration, except as required by applicable law.

All purchases of Credits are final and non-refundable, except where refunds are required by applicable law. If your account is suspended or terminated, to the extent permitted by law, any remaining Credits associated with your account will be forfeited without compensation.

SysModeler reserves the right to modify, manage, suspend, or discontinue Credits, trial offerings, or promotional access at any time, including changing expiration periods or eligibility criteria, upon reasonable notice where practicable.

You may use the Service only for lawful purposes and in compliance with these Terms. By using the Service you agree not to:

• Upload or transmit unlawful, infringing, harmful, or misleading content;
• Reverse engineer, decompile, or attempt to derive the source code of the Service;
• Interfere with or disrupt the integrity or performance of the Service;
• Access or attempt to access other users' accounts or data without authorization.

SysModeler may suspend or terminate access to the Service for violations of this section.

When using the Service, you may submit, upload, generate, or modify system requirements, specifications, models, diagrams, files, text, or other materials through the platform (collectively, "User Content")

6.1 Ownership

As between you and SysModeler, you retain ownership of your User Content. SysModeler does not claim ownership over your system requirements, models, diagrams, or other content you submit or generate through the Service.

6.2 License Granted to SysModeler

In order to operate and improve the Service, SysModeler requires certain limited rights to process User Content.

By submitting, uploading, generating, or modifying User Content through the Service, you grant SysModeler a non-exclusive, worldwide, royalty-free, sublicensable license to host, store, process, reproduce, modify, analyze, and display such User Content only as necessary to:

• provide, operate, and maintain the Service;
• generate, update, and store system models and diagrams;
• improve, test, train, and enhance the Service, including its AI and modeling capabilities;
• ensure security, reliability, and performance; and
• comply with applicable legal obligations.

This license continues for as long as your User Content remains within the Service and, where applicable, for a reasonable period thereafter for backup, audit, dispute resolution, or legal compliance purposes.

SysModeler uses AI technologies and third-party AI providers to offer modeling features. By using the Service, you acknowledge that:

• Your inputs and modeling content may be processed by automated systems
• Output may be imperfect or inaccurate
• You are solely responsible for reviewing, validating, and using any outputs generated by the Service

SysModeler makes no guarantees about the accuracy, completeness, or suitability of AI-generated content.

The Service relies on and incorporates third-party services, including authentication providers, analytics tools, customer support platforms, AI model providers, and infrastructure services, that are used by SysModeler to operate and deliver the Service.

These third-party services act as service providers or subprocessors on SysModeler's behalf and process data solely to support the functionality, security, and performance of the Service.

By using the Service, you acknowledge and agree that your data may be processed by such third-party service providers as part of SysModeler's provision of the Service. SysModeler remains responsible for its own use of third-party service providers in accordance with these Terms and the Privacy Policy.

You may deactivate your account at any time through the Service or by contacting SysModeler support. Additionally, SysModeler may suspend or deactivate your account if you violate these Terms or if continued access poses a risk to the Service or other users.

Upon deactivation or suspension, your access to the Service will cease and any remaining credits or trial access may be forfeited in accordance with these Terms.

Account deactivation does not automatically result in the deletion of data. Data handling following deactivation, including retention and deletion, is governed by SysModeler's Privacy Policy and applicable legal obligations.

SysModeler is not liable for any loss of data, content, or access resulting from account deactivation or suspension, except as required by applicable law.

Your use of the Service is subject to SysModeler's Privacy Policy, which is incorporated by reference into these Terms. The Privacy Policy explains how personal data is collected, used, shared, and processed.

The Service is provided on an "as is" and "as available" basis. To the fullest extent permitted by law, SysModeler disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

To the fullest extent permitted by applicable law:

(a) SysModeler shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities, arising out of or related to use of the Service.

(b) SysModeler's total aggregate liability for any claims arising out of or related to the Service shall not exceed the total amount paid by you to SysModeler for the Service in the twelve (12) months immediately preceding the event giving rise to the claim.

(c) If you access the Service on a free or trial basis, SysModeler's total liability shall be limited to the greater of USD $0.00 or the minimum amount required by applicable law.

Nothing in these Terms excludes or limits liability that cannot be excluded under applicable law.

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules. However, SysModeler operates primarily out of Michigan, and users agree that any disputes may also be subject to the courts of Wayne County, Michigan, as appropriate. We retain the right to seek injunctive or equitable relief in any competent jurisdiction.

We may update these Terms from time to time. We will provide notice of material changes by updating the "Effective Date" above and, when appropriate, by email or by sending a message in your profile within the SysModeler.ai. Continued use of the Service after such updates constitutes your acceptance of the revised Terms.