Cloud service

Terms and Conditions

Last updated: 17th February 2022

Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using the Structurizr website and API (the "Service") operated by Structurizr Limited ("us", "we", or "our").

These Terms and Conditions cover your use of the Service. Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access or use the Service. By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.

Our Privacy Policy is incorporated by reference into these Terms and Conditions. By accepting these Terms and Conditions, you also accept and agree with our Privacy Policy.

Accounts

When you create an account with us, you must provide us information ("Personal Data") that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.

You are responsible for safeguarding the password that you use to access the Service, and for any activities or actions undertaken using your account. You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security, or unauthorized use, of your account.

Privacy

We only use any Personal Data we collect about you through your use of the Service in accordance with our Privacy Policy.

Publicity

Structurizr Limited agrees to not use your name, logo, or trademarks in any advertising or publicity without your prior written consent.

Content

Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material ("Content"). You are responsible for the Content that you post to the Service; including its legality, reliability, and appropriateness.

By posting Content to the Service, you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service in accordance with your workspace sharing settings (public, private, sharing links) and role-based access. You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights.

You represent and warrant that: (i) the Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

Paid subscriptions

Some parts of the service are billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing Cycles are set on a monthly or yearly basis.

• For recurring Subscriptions made via our website: At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Structurizr Limited cancels it in accordance with the Termination provisions set out in these Terms. You may cancel your Subscription renewal via the Manage subscription link on your dashboard. A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide Structurizr Limited with accurate and complete billing information including full name, e-mail address and a valid payment method information. By submitting such payment information, you automatically authorize Structurizr Limited to charge all Subscription fees incurred through your account to any such payment instruments. Your Subscription will be cancelled should automatic billing fail to occur for any reason.
• For payments made by an invoice: At the end of each billing cycle, your Subscription will not automatically renew.

Free trial

Structurizr Limited may, at its sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial").

You may be required to enter your billing information in order to sign up for the Free Trial.

If you do enter your billing information when signing up for the Free Trial, you will not be charged by Structurizr Limited until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.

At any time and without notice, Structurizr Limited reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

Fee changes

Structurizr Limited, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

Structurizr Limited will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

Refunds

Except when required by law, refunds are subject to our refund policy.

Intellectual property

The Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of Structurizr Limited. The Service is protected by copyright and the laws of Jersey.

Links to other web sites

Our Service may contain links to third-party web sites or services that are not owned or controlled by Structurizr Limited. Structurizr Limited has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that Structurizr Limited shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

Termination

We may terminate or suspend your account immediately, without prior notice or liability, if you materially breach the Terms. For the avoidance of doubt, your material breach of the Terms shall be the sole basis on which Structurizr Limited may terminate this Agreement.

Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.

Termination of these Terms will not limit either party's rights or remedies at law or in equity in case of breach by the other party (during the term of these Terms) of any of such other party's obligations under the present Terms.

Limitation of liability

Notwithstanding any damages that may be incurred, the entire liability of Structurizr Limited and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the Service (if any) in the previous twelve (12) months.

To the maximum extent permitted by applicable law, in no event shall Structurizr Limited or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Agreement), even if Structurizr Limited or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Indemnification

You agree to indemnify and hold Structurizr Limited and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys' fees and expenses, which arise or result from your use of the Service, your breach of any terms and conditions of this Agreement, or your use of the Service in violation of any applicable law or regulation by (or knowingly and actively assisted by) you.

Structurizr Limited agrees to indemnify and hold you harmless from any claim or demand, including reasonable attorneys' fees and expenses, which arise or result from claim that your use of the Service (excluding your own Content) infringes or violates any third party's intellectual property right, including without limitation copyright or patent.

Disclaimer

Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

Structurizr Limited its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

We will endeavour to make the Service available 24 hours a day, seven days a week. However, you acknowledge and agree that the Service may occasionally be unavailable during periods of planned or unscheduled maintenance. We may perform unscheduled maintenance at any time, but will do this outside of normal business hours where possible.

Governing law

These Terms shall be governed and construed in accordance with the laws of Jersey, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole and reasonable discretion.

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.

Contact us

If you have any questions about these Terms, please contact us.