Closedloop.ai Terms of Service

The Service helps individuals and teams plan, build, review, and deliver software using tools such as PRDs, implementation plans, sessions, branches, transcripts, GitHub integration, collaboration, and AI-assisted workflows. Features may change. We will use reasonable efforts to give notice of material changes that substantially reduce a paid feature during an active subscription.

You must provide accurate account information, protect your credentials, and promptly tell us about suspected unauthorized access. You are responsible for activity under your account and for managing the people you authorize to use your workspace. You must be at least 18 or the age of majority where you live.

You and your licensors retain your rights in code, prompts, documents, repository material, and other content you submit to the Service (“Your Content”). You grant Closedloop a nonexclusive, worldwide, royalty-free license to host, process, transmit, display, and otherwise use Your Content only as needed to provide, secure, support, and maintain the Service and to comply with law. This license ends when Your Content is deleted from our systems, subject to permitted retention under the Privacy Policy and applicable law.

You must have the rights and permissions needed to submit Your Content and connect repositories or other services. You are responsible for deciding what information your team sends to the Service and for reviewing access granted to teammates, integrations, and agents. We will handle personal information as described in the Privacy Policy.

[TO CONFIRM BEFORE PUBLICATION: Align model-training language with the Privacy Policy and actual provider settings.]

Closedloop and its licensors retain rights in the Service, including software, design, documentation, and trademarks. We grant you a limited, nonexclusive, nontransferable right to use the Service during your account or subscription term in accordance with these Terms. Feedback you choose to give us may be used to improve the Service without an obligation to you, but it does not transfer ownership of Your Content.

You may not use the Service to violate law or others’ rights, access accounts or systems without authorization, introduce malware, interfere with the Service, evade security or usage controls, or extract the Service’s underlying code except where law permits. You may not use the Service to harass, exploit, or harm others. We may investigate credible misuse and take proportionate steps, including limiting access, when needed to protect the Service or others.

AI-generated plans, code, reviews, and other outputs may be inaccurate, incomplete, or similar to outputs generated for others. You are responsible for reviewing and testing outputs before using, merging, deploying, or sharing them. You remain responsible for decisions about your software, permissions, and compliance with third-party licenses. The Service may interact with external tools only within the permissions you or your organization provide. Third-party services, including GitHub, have their own terms and practices; we are not responsible for their independent operation.

If you choose a paid plan, the price, billing cycle, and scope shown at checkout or in an applicable order form govern. You authorize the stated charges and applicable taxes. Unless an order form says otherwise, subscriptions renew for successive periods of the same length until canceled. You may cancel renewal through available account controls or by contacting billing@closedloop.ai before the next renewal. Cancellation takes effect at the end of the paid period. Fees already paid are not refundable except as required by law or an applicable agreement. We may suspend paid features after reasonable notice of an overdue payment.

Each party will protect the other party’s nonpublic information disclosed in connection with the Service using reasonable care and will use it only to perform under these Terms. This does not cover information that becomes public without breach, was already lawfully known, is independently developed, or is lawfully received from another source. A party may disclose information when required by law, with notice when legally permitted. These duties continue for three years after disclosure, and for trade secrets as long as they remain protected by law. A separate signed confidentiality agreement controls if it conflicts.

We aim to keep the Service useful and available, but it may have interruptions and errors. To the extent permitted by law, the Service is provided “as is” and “as available,” without implied warranties of merchantability, fitness for a particular purpose, or noninfringement. We do not promise that AI output is accurate, that the Service will be uninterrupted, or that it will meet a particular requirement. These disclaimers do not limit express commitments in a signed agreement.

To the extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential, or punitive damages, or lost profits or business opportunities, arising from the Service. Each party’s total liability under these Terms is limited to the greater of $100 or the amount paid or payable for the Service in the 12 months before the event giving rise to the claim. These limits do not apply to payment obligations, fraud, willful misconduct, or liability that cannot legally be limited. A signed agreement may set different limits.

You will defend and indemnify Closedloop against a third-party claim that Your Content infringes that party’s intellectual property rights or that your unlawful use of the Service harmed that party, including reasonable costs and damages finally awarded or agreed in settlement. We will promptly notify you, let you control the defense, and cooperate reasonably at your expense. You may not settle a claim that imposes obligations on us without our consent, which we will not unreasonably withhold.

You may stop using the Service or close an individual account at any time, subject to an organization’s control of its workspace and any paid commitment. We may suspend access when reasonably necessary for security, unlawful activity, material breach, or nonpayment, and will give notice when practical. Either party may terminate for a material breach that remains uncured 30 days after written notice; we may act sooner where delay would cause harm or violate law. On termination, access ends. Provisions that by their nature should survive, including payment, ownership, confidentiality, disclaimers, liability, and disputes, will survive. Data retention is described in the Privacy Policy or an applicable agreement.

These Terms are governed by Delaware law, excluding conflict-of-law rules. Before starting formal proceedings, the parties will try in good faith to resolve a dispute through written notice to legal@closedloop.ai and a reasonable opportunity to discuss it. If unresolved, disputes will be resolved by binding arbitration in accordance with applicable law, except that either party may seek temporary injunctive relief in court to protect confidential information or intellectual property, and either party may bring an eligible claim in small claims court. Claims that cannot lawfully be arbitrated may be brought in the state or federal courts in Delaware. Mandatory consumer rights remain unaffected.

We may update these Terms. We will provide reasonable advance notice of material changes, such as by email or in-product notice, when practical. Changes apply prospectively; continuing to use the Service after their effective date means you accept them. If you do not agree, stop using the Service and cancel any renewal. These Terms and applicable order forms are the entire agreement about the Service. If a provision is unenforceable, the rest remains in effect. 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, reorganization, or sale of substantially all relevant assets.

Questions about these Terms: legal@closedloop.ai. Billing and cancellation: billing@closedloop.ai.