End User Licence Agreement and Terms of Service
Version 1.1 • Effective date: [DATE] • Last updated: [DATE]
These Terms of Service (“Terms”) are a binding agreement between you (“you”, the “User”) and Circuitry, operated by John Wylie / Circuitry Ltd, company number […], registered at [address] (“Circuitry”, “we”, “us”). They govern your access to and use of the Circuitry software, applications, websites, APIs and related services (the “Service”). Read them carefully. If you do not agree, do not use the Service.
By creating an account, clicking “I agree”, subscribing, or otherwise accessing or using the Service, you confirm you have read, understood and agree to be bound by these Terms and the policies they reference, including our Privacy Policy and Acceptable Use Policy.
If you accept on behalf of an organisation (for example an agency, employer or client engagement), you represent that you have authority to bind it, and “you” means that organisation.
Electronic communications. You consent to receive communications and notices from us electronically (by email or in-product), and you agree that electronic communications satisfy any legal requirement that a communication be in writing.
We record the version of these Terms you accepted and the date and time of acceptance, which you agree is evidence of your agreement (see clause 34).
“Service” means the Circuitry platform, including its design studio, code editor, interactive notebook, workflow and automation tools, MCP server, APIs, applications, websites and documentation.
“Your Content” means data, files, code, designs, prompts, text or other material you upload to, create within, or submit to the Service.
“Output” means material the Service generates from Your Content or your instructions.
“API” means our application programming interfaces and the MCP server, including any keys, tokens and endpoints.
“Intellectual Property Rights” means copyright, database rights, patents, trade marks, design rights, rights in confidential information and all other intellectual property rights worldwide, registered or not.
“Consumer” means an individual using the Service wholly or mainly outside their trade, business, craft or profession.
You must be at least 18, or the age of majority where you live, to create an account. Users aged 13–17 may use the Service only with the consent and supervision of a parent or guardian who accepts these Terms. The Service is not directed to children under 13.
You are responsible for the accuracy of your account information, for keeping credentials secure, and for all activity under your account. Notify us promptly of any unauthorised use.
Grant. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service for your personal or business purposes, including to create Output.
Commercial and client use. Unless your plan states otherwise, you may use the Service in your business and to produce Output for your own clients. This grants your clients no rights in the Service itself.
Run-time dependencies. Where Output requires the Service to function, you must either export it into a standalone form or ensure the relevant end user holds their own licence to the Service.
Restrictions. Except as the law allows or we permit in writing, you must not: copy, modify, distribute, sell, rent, sub-licence or commercially exploit the Service itself; reverse engineer, decompile or disassemble it (save where that restriction is prohibited by law); remove proprietary notices; or use it to build a competing product or for unauthorised benchmarking.
The Service is offered on free and paid plans; features, limits and price are shown at purchase. Paid plans are charged monthly or annually in the currency displayed (e.g. USD).
Auto-renewal. Paid Subscriptions renew automatically at the then-current price unless cancelled before renewal. We give reasonable notice of price changes.
Cancellation. You may cancel any time in account settings; cancellation takes effect at the end of the current period.
Taxes. Fees exclude taxes unless stated; you are responsible for applicable VAT/sales taxes except taxes on our income.
Refunds. Except where required by law (including clause 29) or expressly stated, fees are non-refundable.
Failed payment. We may suspend or downgrade access if a payment fails.
We may offer free trials or a free tier and may change or withdraw them at any time. A paid plan may begin automatically at the end of a trial if you provided payment details and did not cancel; this will be made clear at sign-up.
Beta features. Features labelled beta, preview or experimental are provided “as is”, may change or be removed at any time, and may be less reliable; liability for them is excluded to the fullest extent permitted by law.
You must not use the Service to break the law; infringe Intellectual Property Rights or privacy; upload malicious code; gain unauthorised access to systems; harass or harm others; generate unlawful, deceptive or harmful content; or place an unreasonable load on the Service.
You are responsible for ensuring Your Content and your use comply with all laws and third-party rights. We may investigate suspected breaches and remove content or suspend accounts that breach this clause.
Some features consume computing resources (for example notebook execution and distributed workflow runs). We may set and enforce reasonable usage limits, rate limits and fair-use thresholds, and may throttle, queue or suspend activity that is excessive, automated-abusive, or that threatens the stability, security or cost-integrity of the Service.
You must not circumvent usage limits, share accounts to exceed them, or use the Service to mine cryptocurrency or run unrelated bulk compute. We may charge for excess usage where your plan provides for it.
If we make the API or MCP server available, your use is subject to these Terms and any published API documentation, limits and policies. You are responsible for the security of your API keys and tokens and for all activity under them.
You must not exceed published rate limits, resell or sub-licence API access, use the API to replicate or compete with the Service, or scrape or harvest data except as expressly permitted.
Changes and deprecation. We may modify, version or deprecate the API on reasonable notice where practicable. We are not liable for changes you have not adopted.
Ownership. You retain all ownership of Your Content. We claim no ownership of it.
Licence to us. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, display and process Your Content solely to provide, secure, maintain and improve the Service, and as set out in clause 11 and our Privacy Policy.
Responsibility and backups. You are solely responsible for Your Content, must have all rights necessary to submit it, and are responsible for keeping your own copies. We are not a backup service.
Service data. We collect and use technical and usage data (such as logs, device and performance data) to operate, secure, analyse and improve the Service.
Aggregated and de-identified data. We may create and use aggregated or de-identified data that does not identify you or any individual for any lawful business purpose, including analytics and improving our products.
AI model training. We will NOT use Your Content to train generative AI models except with your consent or where you have opted in. Where we offer features that improve from your use, we will describe the choices available to you in the Privacy Policy and in-product settings.
As between you and us, you own the Output you create using the Service, subject to your compliance with these Terms and payment of applicable fees.
Owning Output gives you no ownership of, or rights in, the Service used to create it — just as owning a document created in a word processor gives no rights in the word processor.
You are responsible for reviewing Output before relying on or distributing it, including Output produced for clients.
The Service includes AI-assisted features and may use third-party AI model providers to generate Output. Use of those features may also be subject to the providers’ terms, and you authorise us to transmit relevant inputs to them to provide the features.
No warranty on AI Output. AI Output may be inaccurate, incomplete, biased or unsuitable, similar Output may be generated for others, and it is not professional advice. You must independently verify AI Output and are responsible for how you use it.
Your inputs. You must not submit inputs you are not entitled to use, and must ensure your use of AI Output complies with law and third-party rights.
The Service may integrate with or link to third-party products, plugins, MCP-compatible assistants and services that we do not control and are not responsible for; your use of them is governed by their own terms and is at your risk.
The Service includes open-source software licensed under its own terms. Nothing in these Terms limits your rights, or adds obligations, under those open-source licences with respect to the open-source components themselves. A list of components and licences is available on request or in the Service.
The Service and all Intellectual Property Rights in it are and remain owned solely and exclusively by us (or our licensors). These Terms grant you a licence only; they do not transfer any ownership of the Service to you, and you acquire no rights in the Service except the limited licence in clause 4.
“Circuitry”, our logos and brand features are our trade marks; you may not use them without our prior written consent.
If you give us suggestions or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use them for any purpose without obligation to you, and any resulting improvement to the Service belongs to us.
We respect Intellectual Property Rights and respond to valid notices of alleged infringement. If you believe content on the Service infringes your rights, send a notice to [copyright@circuitry.dev] including: identification of the work; identification and location of the allegedly infringing material; your contact details; a statement of good-faith belief that the use is unauthorised; a statement that the notice is accurate; and your signature (where applicable, in the form required by the U.S. Digital Millennium Copyright Act).
We may remove or disable access to allegedly infringing material, may provide a counter-notice procedure, and will terminate the accounts of repeat infringers in appropriate circumstances.
We process personal data in accordance with our Privacy Policy and applicable law, including the UK GDPR and the Data Protection Act 2018. The Privacy Policy forms part of these Terms.
Where we process personal data on your behalf as a processor, a data processing addendum applies on request and forms part of these Terms.
Non-public information about the Service (including non-public features, pricing and security details) is our confidential information; you must not disclose it except as permitted by these Terms or required by law.
You must comply with all applicable export control and sanctions laws, including those of the United Kingdom, the European Union and the United States.
You represent that you are not located in, and are not a national or resident of, a country or territory subject to comprehensive sanctions, and that you are not on any restricted-party or sanctions list. You must not use, export or re-export the Service in breach of those laws, or for any prohibited end use.
Unless you opt out by contacting us, we may identify you (by name and logo, in the case of an organisation) as a user of the Service in our marketing and on our website. We will stop on reasonable request.
We aim to keep the Service available but do not guarantee uninterrupted or error-free operation. We may carry out maintenance and may modify, suspend or discontinue parts of the Service. Where a change materially reduces a core paid feature, we will give reasonable notice and, where required, a pro-rata refund.
If you are on a paid plan and not in breach of these Terms, we will defend you against a third-party claim that your authorised use of the Service infringes that third party’s Intellectual Property Rights, and will pay damages finally awarded (or a settlement we agree), subject to the limits and exclusions below.
Exclusions. This indemnity does not apply to claims arising from Your Content, your Output, your combination of the Service with anything we did not provide, your modification or unauthorised use of the Service, or your use after we asked you to stop.
Remedies. If the Service is or may be infringing, we may at our option procure a right for you to continue, modify the Service, or terminate the affected use and refund prepaid unused fees. This clause states our entire liability for infringement claims, subject to clause 27.1.
Term. These Terms apply while you have an account or use the Service.
By you. You may stop using the Service and close your account at any time.
By us. We may suspend or terminate access if you materially breach these Terms (without remedy within a reasonable time where the breach can be remedied), if required by law, or to protect the Service or others. For paid plans we will not terminate for convenience during a paid period, except as set out here.
Immediate suspension. We may suspend access immediately and without notice where we reasonably believe there is a security, legal or fraud risk, or a risk to the Service or others; we will restore access promptly once the risk is resolved where appropriate.
Effect. On termination your licence ends and you must stop using the Service. Output already exported into standalone form may continue to be used. We may delete Your Content after a reasonable period — export anything you wish to keep beforehand. Clauses that by nature should survive (including 10–13, 16–17, 24, 26–28, 32–33) survive termination.
The Service is provided “as is” and “as available”. To the fullest extent permitted by law we exclude all implied warranties and conditions, including fitness for a particular purpose and that the Service will be uninterrupted, secure or error-free.
Nothing in these Terms excludes or limits statutory rights you have as a Consumer that cannot lawfully be excluded (clause 29).
Nothing limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited.
Subject to 27.1, to the fullest extent permitted by law we are not liable for loss of profits, revenue, business, goodwill or anticipated savings; loss of or damage to data; or any indirect or consequential loss.
Subject to 27.1, our total aggregate liability arising out of or in connection with these Terms is limited to the greater of (a) the fees you paid us in the 12 months before the event giving rise to the claim, or (b) [£100 / $100].
Limitation period. Except where the law provides otherwise (including for Consumers), any claim must be brought within one year of the date the cause of action arose, failing which it is permanently barred.
If you use the Service as a business (not as a Consumer), you will indemnify us against claims, losses and reasonable costs arising from your breach of these Terms, your misuse of the Service, or Your Content or Output infringing a third party’s rights.
If you are a Consumer, you have statutory rights that these Terms do not affect, including under the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
Cancellation of digital content. Where the Service is supplied as digital content you normally have a 14-day right to cancel. By starting to use the Service immediately you may be asked to acknowledge that you lose that cancellation right once supply has begun, to the extent permitted by law.
Nothing in these Terms requires you to give up rights you cannot lawfully waive, and the arbitration and class-waiver provisions in clause 32 do not apply to you to the extent they are unenforceable against Consumers in your jurisdiction.
If you obtain the Service through a third-party app store, you also agree to that store’s usage rules, and the following apply between you and us as well as, where required, with the store as a third-party beneficiary.
Apple App Store. These Terms are between you and Circuitry only, not Apple. Apple has no obligation to provide maintenance or support for the application. Apple is not responsible for any product warranties, product or IP claims, or legal/consumer claims relating to the application; Circuitry is solely responsible to the extent required by law. Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you. You confirm you are not in a US-embargoed or restricted country and are not on a US restricted-party list.
Google Play. You also agree to the Google Play Terms of Service. Circuitry, not Google, is responsible for the application and its support.
We may update these Terms. For material changes we will give reasonable notice (by email or in-product) before they take effect. Continued use after a change takes effect means you accept the updated Terms. Each version has a version number and effective date, and we keep a record of which version you accepted.
Informal resolution. Please contact us first; most disputes can be resolved informally, and you agree to try for 30 days before starting formal proceedings.
Governing law. These Terms and any dispute are governed by the law of England and Wales. Subject to the remainder of this clause, the courts of England and Wales have exclusive jurisdiction.
Arbitration (United States users). If you are resident in the United States, you and we agree that any dispute will be resolved by binding individual arbitration administered by [AAA / JAMS] under its rules, rather than in court, except that either party may bring qualifying claims in small-claims court. Judgment on the award may be entered in any court of competent jurisdiction.
Class-action waiver (United States users). To the extent permitted by law, US users and we each waive any right to bring or participate in a class, collective or representative action, and disputes will be arbitrated only on an individual basis.
Opt-out. You may opt out of clauses 32.3–32.4 by emailing [legal@circuitry.dev] within 30 days of first accepting these Terms; opting out does not affect the rest of these Terms.
Consumers. Nothing in this clause overrides mandatory protections, courts or dispute-resolution rights available to you as a Consumer under the law of your country of residence.
Assignment. You may not assign these Terms without our consent. We may assign them to an affiliate or in connection with a merger, acquisition, reorganisation or sale of assets (for example, a future corporate reorganisation).
Entire agreement. These Terms with the policies they reference are the entire agreement between you and us about the Service.
Severability. If any provision is unenforceable, the rest remains in effect.
No waiver. A failure to enforce a provision is not a waiver of it.
Force majeure. We are not liable for delays or failures caused by events beyond our reasonable control.
No partnership. Nothing in these Terms creates a partnership, agency or employment relationship between the parties.
Interpretation. Headings are for convenience only; “including” means “including without limitation”.
Acceptance is recorded electronically. For each acceptance we may record the account identifier, the version of these Terms accepted, the date and time of acceptance (UTC), and technical information such as IP address for security and evidential purposes.
You agree these records are admissible and are sufficient evidence of your acceptance of the identified version of these Terms.
Questions about these Terms: [support@circuitry.dev], or Circuitry, [address].
By using the Service, you acknowledge that you have read and agree to these Terms.