Terms of Use

These terms govern your use of the Diaphora hosted platform at app.diaphora.ai, on every subscription plan including Free. By creating an account or using the platform you agree to them. If you are agreeing on behalf of a company, you confirm you have authority to bind it.

Draft — not yet in force. This document has not been reviewed by counsel and carries no effective date. Do not rely on it.

These terms are all you are agreeing to. The platform is built on Frags, our open-source automation runtime. Using the hosted platform makes you a customer of a service — not a licensee of Frags — so you take on no obligations under Frags' open-source licence, and nothing here requires you to publish anything. If you separately choose to download Frags and run it yourself, that is governed by its licence in the FragsHQ repository and has nothing to do with this agreement.

1. Definitions

• Blueprint (FML blueprint) — an automation you author on the platform. Subscription tiers are always called subscription plans in this document; a "blueprint" is never a tier.
• Session — one isolated, task-oriented execution context within a blueprint. Sessions are what the platform meters.
• Credit — the unit of metered usage. One credit is consumed per session. A typical blueprint run averages three to five sessions, so it consumes three to five credits.
• Workspace — the shared container for your blueprints, Vault, results history and members.
• Seat — one named user with access to a workspace.
• Customer Content — your blueprints, session inputs and outputs, results history, Vault credentials, and anything your blueprints retrieve from connected systems.

2. Eligibility and accounts

The platform is a business product. You must be at least 18 and capable of forming a binding contract. You are responsible for the security of your credentials and for everything done under your account. Tell us promptly at hello@diaphora.ai if you suspect unauthorised access.

Do not share a single login between people. Seats are per named user.

3. Subscription plans, seats and caps

Every subscription plan includes the same platform features. What differs between them is the caps in the table above, results-history retention, and support level. We may add features to any subscription plan; we will not move an existing feature from a lower subscription plan into a higher one without at least 30 days' notice.

Seat limits are enforced. To add a member beyond your limit you must upgrade.

4. Credits, and what happens when you exceed them

Credits reset at the start of each billing period and do not roll over. Unused credits are not refunded, exchanged or carried forward.

Overage is automatic, and you authorise it now. On paid subscription plans, when you exhaust your monthly credits we do not stop your automations, fail your blueprint runs, throttle your throughput, or reprice you onto a different rate. Instead we add credits in blocks of 10,000 at $20 per block, automatically, as needed, and charge them to your payment method on your next invoice. Overage blocks are priced at the same per-credit rate as the Starter subscription plan.

By subscribing to a paid subscription plan you authorise these block charges without further approval for each block.

4.1 Your spend ceiling

Every paid workspace has a spend ceiling limiting overage in a billing period. By default the ceiling is set to twice your monthly subscription price:

You can raise, lower or remove the ceiling at any time in workspace settings. Lowering it takes effect immediately; removing it means you accept uncapped overage for that workspace.

We notify the workspace billing contact by email when overage begins in a period, and at 50%, 80% and 100% of the ceiling.

4.2 Reaching the ceiling

We do not stop your automations at the ceiling. Reaching it means your usage has outgrown your subscription plan, not that your work should halt. When you reach it we notify you and move the workspace up to the next subscription plan or credit step that fits your usage, so you continue running with a larger included allowance instead of accumulating further overage.

⚠️ Two issues with automatic tier increments that need resolving before this clause is used. The economics run backwards at the Starter → Team step. A Starter workspace at its ceiling is paying $150 for 75,000 credits — $2.00 per 1,000. Auto-incrementing it to Team means $250 for 100,000 credits — $2.50 per 1,000. The customer pays a worse per-credit rate as a direct result of growing, which is the opposite of how volume pricing is expected to work and is difficult to defend if a customer works it out. It stems from the same inversion in the published tier prices. Team does bring more seats and longer retention, so the upgrade is not pure loss — but on the credit meter alone it is worse. Auto-incrementing a subscription tier is legally different from auto-adding overage blocks. A $20 metered block is consumption you have pre-authorised. Moving a workspace from $50/month to $250/month changes the recurring contract price fivefold. Several consumer-protection regimes and card-network rules for recurring transactions require affirmative consent to a recurring price increase, not merely notice. The lower-risk pattern is to notify at the ceiling and require a click to confirm the upgrade, keeping automations running during a short grace period while the customer decides. Take advice on this specific clause before enabling automatic tier changes.

The Free subscription plan has no overage. It has no payment method on file, so there is nothing to charge. When Free credits are exhausted, blueprint execution pauses until credits reset at the start of the next month or you upgrade. Results history and stored blueprints are unaffected.

5. Billing

• Monthly subscriptions are billed in advance each month. Annual subscriptions are billed in advance for twelve months at a 20% discount against the monthly rate.
• Overage accrued in a period is billed in arrears on the following invoice.
• All prices are in US dollars and exclusive of taxes. You are responsible for sales, use, VAT, GST and similar taxes, excluding taxes on our income.
• Subscriptions renew automatically for the same term unless cancelled before the renewal date. Cancel from workspace settings.
• Fees are non-refundable except where required by law. Cancelling mid-term stops the next renewal; it does not refund the current term. Downgrading takes effect at the next renewal.
• We may change prices with at least 30 days' notice before your next renewal. Continuing after that constitutes acceptance.
• If payment fails we may suspend the workspace after notice and a cure period of [NEEDS INPUT: e.g. 14 days].

6. The Free subscription plan

Free is not a trial and does not expire. It is provided as-is, with no SLA, no uptime commitment and no support commitment beyond community channels. We may modify or discontinue it, or suspend an inactive Free workspace, on 30 days' notice. We may also suspend a Free workspace immediately for abuse under section 8.

7. Beta and preview features

Parts of the platform are in beta. Features labelled beta, preview or experimental are provided as-is, may change or be withdrawn without notice, are excluded from any SLA, and may have defects. Do not use them for anything you cannot afford to have break. Where a beta feature has separate terms, those terms control for that feature.

8. Your responsibilities and acceptable use

You are responsible for your Customer Content, your blueprints, and what those blueprints do to the systems they touch.

You must:

• Have the right to use every credential you place in the Vault, and the authority to connect every system your blueprints call.
• Hold your own valid agreements with the LLM providers whose keys you supply, and comply with them.
• Ensure your blueprints respect the rate limits, terms and access rules of every third-party system they call.
• Have a lawful basis for any personal data you process through the platform, and enter into our DPA where a data-protection law requires one.

You must not:

• Break the law, infringe others' rights, or violate a third party's terms through your automations.
• Attack, probe, overload or attempt to gain unauthorised access to the platform or another customer's workspace.
• Circumvent credit metering, seat limits, or any technical restriction.
• Resell or provide the platform to third parties as a service [NEEDS INPUT: confirm — if you intend to allow agencies to run client automations, this prohibition must be narrowed or it blocks a legitimate customer segment].
• Use the platform to build a directly competing product, or to benchmark it for publication without our written consent.
• Send spam, malware, or use automations for harassment, scraping in breach of terms, or credential stuffing.

We may suspend or terminate for a material breach of this section. Where the breach is not an emergency we will give notice and a chance to cure first.

9. Intellectual property

Ours. Diaphora owns the platform, the Diaphora and Frags marks, and all associated IP. Nothing here transfers ownership. You get a non-exclusive, non-transferable right to use the platform for your internal business purposes during your subscription.

Yours. You own your Customer Content. You grant us a worldwide, non-exclusive, royalty-free licence to host, process, transmit, display and back it up strictly to provide the platform to you and for no other purpose. This licence ends when the content is deleted, subject to backup cycles.

We do not train models on your Customer Content.

Feedback. If you send us suggestions, we may use them without restriction or obligation to you.

10. Third-party services

The platform connects to systems you choose: LLM providers, MCP servers, databases, file servers, APIs. Those are third-party services governed by your agreements with their providers, not by us. We are not responsible for their availability, accuracy, security or terms, and a failure in one of them is not a failure of the platform. This includes the LLM providers whose keys you supply.

11. Availability and support

Support is provided per your subscription plan: community for Free, email for Starter, priority email for Team, and per your order form for Enterprise. A binding uptime SLA is offered only on Enterprise and only where the order form says so. All other subscription plans are provided without an uptime commitment.

We may perform maintenance, and will use reasonable efforts to give notice of planned downtime.

12. Confidentiality

Each party will protect the other's non-public information with at least reasonable care and use it only for this agreement. This does not cover information that is public, independently developed, or lawfully received from a third party. Compelled disclosures are permitted with notice where lawful.

13. Disclaimers

Except as expressly stated, the platform is provided "as is" and "as available", and Diaphora disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that the platform will be uninterrupted or error-free, or that automated outputs will be accurate or fit for your purpose.

Outputs are model-generated. LLM outputs can be wrong, and blueprints act on them autonomously and on a schedule. You are responsible for reviewing outputs and for the consequences of actions your automations take. Do not deploy unreviewed automation into a workflow where an error causes harm you cannot absorb.

14. Limitation of liability

Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, data or goodwill, even if advised of the possibility.

Each party's total aggregate liability is capped at the greater of (a) the fees you paid us in the twelve months before the claim, or (b) one hundred US dollars ($100).

On the Free subscription plan, where you have paid nothing, our aggregate liability is capped at one hundred US dollars ($100).

These caps do not apply to your payment obligations, either party's indemnity obligations, your breach of section 8, or liability that cannot be limited by law.

15. Indemnity

You will defend and indemnify Diaphora against third-party claims arising from your Customer Content, your blueprints and what they do, your breach of section 8, or your violation of a third party's rights or terms. We will defend and indemnify you against third-party claims that the platform infringes their US intellectual property rights, provided you notify us promptly and let us control the defence.

16. Term and termination

These terms run while you have an account. You may close your account at any time. We may terminate for material breach after notice and a 30-day cure period, or immediately for the emergencies in section 8, or if you become insolvent.

On termination: access ends, and you have 30 days to export your Customer Content. After that we delete it, subject to backup cycles and any records we must legally retain. Fees already accrued remain payable. Sections 9, 12, 13, 14, 15 and 18 survive.

17. Changes

We may update these terms. For material changes we will give at least 30 days' notice by email or in-product. Continuing to use the platform after they take effect means you accept them. If you do not, stop using the platform and cancel — we will refund the unused portion of any prepaid term for that period.

18. Governing law and disputes

These terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules.

Any dispute will be resolved by binding arbitration administered by [NEEDS INPUT: e.g. JAMS or AAA] under its commercial rules, seated in [NEEDS INPUT: venue], before one arbitrator. Each party waives any right to a jury trial and to participate in a class or representative action. Either party may bring an individual claim in small-claims court, and either may seek injunctive relief in court to protect intellectual property or confidential information.

19. General

These terms, plus any order form and the DPA, are the entire agreement between us and supersede prior discussions. Where an Enterprise order form conflicts with these terms, the order form controls. If a provision is unenforceable, the rest survives. Neither party may assign without the other's consent, except in a merger or sale of substantially all assets. No waiver is implied by delay. Neither party is liable for delays caused by events beyond its reasonable control.

Contact

Diaphora Inc. [NEEDS INPUT: registered Delaware address] **hello@diaphora.ai