Anticlock Terms of Service

1Overview

Anticlock is an AI-native software delivery platform that helps teams turn business requirements into reviewed specifications, code and pull requests, with human approval at defined checkpoints. These Terms of Service ("Terms") are a binding agreement between Ideas2IT Technologies LLC ("Anticlock," "we," "us") and the organization or person that signs up for or uses the platform and related services (the "Service") ("Customer," "you").

By creating an account, clicking to accept, or using the Service, you agree to these Terms and acknowledge our Privacy Policy. If you accept on behalf of an organization, you confirm that you have authority to bind it. If you do not agree, please do not use the Service.

If you and Anticlock have signed an order form or enterprise agreement, it controls over these Terms where they conflict.

The short version

• You own what you put in and what the Service produces for you. We do not train AI models on it unless you opt in.
• AI output can be wrong. Your team reviews it before anything is merged or released.
• By default, Anticlock's agents stop at a pull request. They do not deploy to your production systems.
• Paid plans renew automatically until you cancel, and you can cancel online at any time.
• Disputes are resolved by individual arbitration unless you opt out within 30 days.

2Who May Use the Service

Anticlock is a business product. You must be at least 18 years old and use the Service only for business purposes, not as a consumer. If you sign up for an organization, you confirm that you are authorized to bind it. You may not use the Service if US law bars you from doing so, including sanctions and export rules (see Section 19).

Consultants and agencies may use the Service on their clients' projects if the client has authorized it and you comply with these Terms. You remain responsible for that work.

3The Service

The Service uses AI agents and workflows to help you define requirements, plan, generate code and check work, with approval steps completed by reviewers you designate.

Unless you configure it otherwise, the Service's work ends at a Git repository or pull request. It does not deploy software to production on its own.

We may improve, change or remove features over time. If we materially reduce the core functionality of a paid plan, Section 18 explains your options. Support is available at contactus@ideas2it.com during business hours unless your plan says otherwise.

4Accounts and Workspaces

• Accurate information: give us accurate account details and keep them current.
• Credentials: keep your sign-in credentials secure and do not share accounts. You are responsible for all activity under your account.
• Workspace administrators: administrators can add users, set permissions, connect tools, change settings, and access or delete workspace content. You are responsible for your administrators and users ("Authorized Users") following these Terms.
• Unauthorized use: tell us at contactus@ideas2it.com right away if you suspect your account has been compromised.

5Your Content

5.1 What counts as your content

"Customer Content" means everything your team submits to or connects with the Service, such as requirements, specifications, prompts, documents, source code, repository content, tickets and comments ("Inputs"), plus what the Service generates for you from them, such as specifications, plans, code, tests and pull requests ("Outputs").

5.2 Ownership

As between you and us, you own your Inputs. To the extent the law allows, we assign to you whatever rights we have in the Outputs. Because AI can produce similar output for different users and some output may not be protected by copyright, we do not promise that Outputs are unique or protectable.

5.3 License to us

You give us a limited, non-exclusive, worldwide license to host, process, copy and display Customer Content only as needed to provide, secure, support and fix the Service for you, and as the law requires.

5.4 No training on your content

We do not use Customer Content to train or fine-tune any AI model, ours or a third party's, unless a workspace administrator affirmatively opts in or you agree in a signed agreement. Our agreements with AI model providers restrict them from training on Customer Content.

5.5 Service data

We collect usage and performance data about the Service, such as features used, run duration and error rates ("Service Data"). We own Service Data and may use it to operate and improve the Service, as long as it is de-identified or aggregated and does not include the substance of your Customer Content.

5.6 Limited access by our staff

Our personnel access Customer Content only to give you support you ask for, to investigate security or abuse, to maintain the Service, or as the law requires, and they are bound by confidentiality duties.

5.7 Your responsibilities

You confirm that you have the rights needed to submit your Inputs and to let us process them, including permission to connect your repositories and tools and any notices or consents owed to people whose data is in your content. You are responsible for your Customer Content and for how you use Outputs. Section 16 explains export and deletion.

5.8 Feedback

If you give us suggestions or feedback about the Service, we may use them without restriction or payment. Feedback does not include Customer Content.

6AI Output and Human Review

• AI can be wrong: Outputs can be incomplete, inaccurate, insecure, or similar to existing code or licensed material.
• You review: you are responsible for reviewing Outputs, including code, tests, specifications and dependencies, before you merge, release or rely on them, and for your own security, licensing and quality checks. Anticlock's approval steps help organize review. They do not replace your judgment.
• No professional advice: Outputs are not legal, financial, medical, security-audit or other professional advice.
• Decisions about people: you may not use the Service or Outputs as the sole basis for decisions that have legal or similarly significant effects on an individual, such as hiring, credit, housing, insurance, education or healthcare, without meaningful human review.
• Open-source code: Outputs may resemble open-source code that carries license conditions such as attribution or copyleft. You are responsible for complying with those licenses for any code you adopt.
• Disclosure: if the law requires you to tell others that content is AI-generated, that duty is yours.

7Connected Tools and Agent Actions

• Connecting tools: you may connect third-party tools such as GitHub, GitLab or Jira and grant Anticlock permissions in them. You choose the permissions, should grant the least access needed, and can revoke them at any time.
• What agents can do: depending on the permissions you grant, agents may read repositories and tickets, create branches, commit code, open pull requests and add comments. By default they stop at a pull request. Any further action, such as merging, deploying or changing infrastructure, happens only if you configure it and is your responsibility.
• Actions on your behalf: actions that agents take using your permissions are treated as actions you took. You are responsible for branch protection, required reviews and tests that guard your systems.
• Build environments: agents run code in isolated per-project environments. Use non-production credentials wherever possible, and do not place production secrets in them.
• Usage limits: AI usage is metered through plan limits or credits and may be throttled to keep the Service fair for all customers.

8Acceptable Use

You and your Authorized Users will not:

• Break the law or infringe anyone's rights, or submit content you have no right to submit.
• Create or request malware, ransomware, or exploits meant to attack systems you do not own or have written permission to test.
• Use agents to access systems, accounts or data without authorization.
• Use the Service to build or deploy AI systems intended to incite self-harm, harm to others or crime, to unlawfully discriminate against a protected class, to produce child sexual abuse material or unlawful sexually explicit deepfakes, or to violate constitutional rights.
• Probe, scan or test the Service for vulnerabilities without our written permission, or interfere with, overload or bypass its limits and security.
• Share credentials, resell access, or use automated means to create accounts or abuse free trials.

We may suspend access for violations as described in Section 16.

9Regulated Data and High-Risk Use

Do not submit protected health information, payment card data, government identification numbers, or other data regulated under laws such as HIPAA, PCI DSS or GLBA unless we have agreed otherwise in a signed agreement.

The Service is not designed for safety-critical uses, such as medical devices, aircraft, vehicles or critical infrastructure, where a failure could cause death, injury or serious harm. If you use Outputs in those settings, you are responsible for independent verification and safeguards.

10Fees and Subscriptions

• Fees: plans, prices and credits are shown at checkout or in your order form. Fees exclude taxes, which you pay, other than taxes on our income.
• Payment: you authorize us to charge your payment method through our third-party payment processor. Invoiced amounts are due within 30 days of the invoice date. Late amounts accrue interest at 1% per month or the highest lawful rate, if lower.
• Automatic renewal: paid subscriptions renew automatically for the same term (monthly or annual) at the then-current price until you cancel. For annual plans we email a reminder at least 30 days before renewal that shows the price and how to cancel. You can cancel at any time online in your billing settings or by emailing contactus@ideas2it.com. Cancellation takes effect at the end of the current term.
• Free trials and free plans: a free trial converts to a paid plan unless you cancel before it ends, and we tell you the date and price before charging you. Free plans are provided as is and may be changed or ended.
• Credits: prepaid credits are used for AI usage. They are non-refundable and expire 12 months after purchase unless your order form says otherwise.
• Price changes: we give 30 days' notice of price increases. They apply from your next renewal, and you can cancel before then.
• Refunds: fees are non-refundable except as stated in these Terms or required by law. If we end a paid plan for reasons other than your breach, or materially reduce its functionality, we refund prepaid fees for the unused part of the term.

11Security and Confidentiality

• Security: we maintain administrative, technical and physical safeguards designed to protect Customer Content, including encryption in transit, access controls and restricted internal access. No system is perfectly secure. You are responsible for your credentials and for the security of the tools you connect.
• Security incidents: if we confirm unauthorized access to your Customer Content, we will notify you without undue delay and give you the information you reasonably need to meet your own obligations.
• Confidentiality: "Confidential Information" means non-public information that a party discloses and that is marked confidential or would reasonably be understood to be, including Customer Content and our non-public product information. The receiving party will use it only to perform or exercise rights under these Terms, protect it with reasonable care, and share it only with personnel and advisers who need it and are bound by confidentiality duties. This does not cover information that is public, already known to the recipient, independently developed, or rightfully received from someone else. A party may disclose Confidential Information when the law requires, with notice where lawful. These duties last for three years after the Terms end, and for Customer Content for as long as we hold it.

12Third-Party Services, Model Providers and Beta Features

• AI model providers: we use third-party AI model providers to power the Service. They act as our subprocessors, and we remain responsible under these Terms for how they handle Customer Content on our behalf. Our list of subprocessors is available on our website or on request at contactus@ideas2it.com. Model availability and quality can change, and we may switch providers if the Service substantially continues.
• Third-party tools: tools you connect are governed by their own terms. We are not responsible for them or for their outages, changes or data practices.
• Open-source components: parts of the Service use open-source software under its own license, which applies to those components.
• Beta features: we may label features as beta, preview or experimental. They are provided as is, may change or be removed, and are not covered by our indemnity or any availability commitment. Please do not use them for critical work.

13Our Intellectual Property

• Our rights: we and our licensors own the Service, including its software, workflows, templates, documentation, interface, trademarks and logos, and all improvements to them. These Terms do not transfer any of that to you. During your subscription we grant you a limited, non-exclusive, non-transferable, revocable right to use the Service for your internal business purposes under these Terms.
• Restrictions: except where the law does not allow us to restrict it, you will not copy or modify the Service, reverse engineer it or try to extract source code, prompts or model weights, resell it or offer it to others as a competing or managed service, use it or information about how it performs to build or train a competing product, or remove proprietary notices.
• Your code stays yours: nothing in this Section gives us rights to your repositories or Customer Content beyond Section 5.
• Trademarks: you may not use our name or logos without our written consent, other than to state accurately that you use the Service. We may name you as a customer only with your written permission.

14Indemnification

• Our indemnity (paid plans only): if you are on a paid plan, we will defend you against any third-party claim that the Service itself, as we provide it and as you use it under these Terms, infringes that party's US patent, copyright or trademark or misappropriates its trade secret, and we will pay the damages and costs a court finally awards or that we agree to in settlement. We may instead obtain the right for you to keep using the Service, modify it so it no longer infringes, or, if neither is commercially reasonable, end your access and refund prepaid fees for the unused term.
• What it does not cover: claims to the extent they arise from Customer Content, including Outputs; output of third-party models, or combining the Service with materials we did not provide; use in breach of these Terms; beta features; free plans or trials; or changes we did not make. We do not offer an indemnity for AI-generated Outputs under these standard Terms. An indemnity for Outputs, if available, is offered only in a signed enterprise agreement.
• Your indemnity: you will defend us and our affiliates, officers, employees and agents against third-party claims, and pay the resulting damages, costs and reasonable attorneys' fees, to the extent they arise from your Customer Content, your breach of Section 8 or Section 9, or your violation of law or of a third party's rights.
• Process: the party seeking indemnity must give prompt written notice, let the other party control the defense and settlement (but a settlement that admits fault for, or imposes non-monetary obligations on, the indemnified party needs its consent, which will not be unreasonably withheld), and cooperate at the other party's expense.
• Exclusive remedy: this Section states each party's entire liability, and the other's exclusive remedy, for third-party intellectual property claims of the kind in the first bullet.

15Disclaimers and Limitation of Liability

• Disclaimer: THE SERVICE, INCLUDING ALL OUTPUTS, IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT THE LAW ALLOWS, WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT OUTPUTS WILL BE ACCURATE, SECURE, COMPLETE, FREE OF DEFECTS OR VULNERABILITIES, OR FIT FOR PRODUCTION USE.
• Excluded damages: TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, ARISING OUT OF THESE TERMS OR THE SERVICE, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.
• Cap: TO THE FULLEST EXTENT THE LAW ALLOWS, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND US $100.
• Exceptions: the exclusion and cap do not limit your payment obligations, either party's indemnification obligations under Section 14, a party's infringement or misappropriation of the other's intellectual property, your breach of Section 8 or Section 13, liability for gross negligence, fraud or willful misconduct, or any liability that cannot be limited by law.
• Basis of the bargain: these limits reflect an agreed allocation of risk that is built into our pricing. Some jurisdictions do not allow certain limits, so some of this may not apply to you.
• Time limit: any claim you bring under these Terms must be started within one year after it arose, unless the law gives a longer period that cannot be waived.

16Term, Termination and Your Data

• Term: these Terms start when you accept them and continue until your subscription ends or either party terminates them as described here.
• Termination by you: you may cancel at any time from your billing settings or by emailing contactus@ideas2it.com. Section 10 explains how cancellation and refunds work.
• Termination or suspension by us: we may suspend or end your access if you materially breach these Terms and do not fix it within 10 days after we notify you (immediately if it cannot be fixed); immediately where needed to protect the Service, other customers or third parties, to stop abuse or a security threat, or to comply with law; or for non-payment after notice. We limit any suspension to what is reasonably necessary. We may end a free plan, trial or beta feature at any time, and may end the Service as a whole on 90 days' written notice, refunding prepaid fees for the unused term.
• Export and deletion: after your subscription ends you have 30 days to export your Customer Content, including specifications, requirements and project history, using the Service's export tools or by contacting contactus@ideas2it.com. We then delete Customer Content from active systems within 30 days and from backups within 90 days after that, unless you ask for earlier deletion or the law requires us to keep it. Outputs already committed to your own repositories stay there. Administrators can also delete projects at any time while the subscription is active.
• What survives: Sections 5, 8, 13, 14, 15, 16, 17 and 19, and any unpaid amounts, continue after termination.

17Dispute Resolution

• Governing law: these Terms and any dispute about them or the Service are governed by the laws of the State of Delaware, without regard to conflict-of-law rules, and by the Federal Arbitration Act for this Section. The UN Convention on Contracts for the International Sale of Goods does not apply.
• Talk to us first: before filing a claim, send a written notice describing the dispute and the relief you seek (to contactus@ideas2it.com for claims against us), and both sides will try in good faith to resolve it for 30 days.
• Binding arbitration: if that does not work, any dispute arising out of or relating to these Terms or the Service, including questions about whether it can be arbitrated, will be resolved by final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules (or its Streamlined Rules where they apply), before a single arbitrator. Hearings are held by videoconference unless the arbitrator orders an in-person hearing, which will be in Wilmington, Delaware. The arbitrator may award any individual relief a court could, but only to the extent needed to resolve the individual claim. Each side bears its own attorneys' fees unless the law or the rules say otherwise. We will pay arbitration fees above what you would pay to file in court if your claim is under $10,000.
• Class and jury waiver: TO THE EXTENT THE LAW ALLOWS, EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL AND TO BRING OR JOIN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION. Claims may be brought only individually. If this waiver is found unenforceable for a claim, that claim (and only that claim) goes to court and is paused until any arbitrable claims finish.
• Mass filings: if 25 or more similar claims are filed against a party by the same or coordinated counsel, they will be arbitrated in batches of 10, and fees and filings for the rest are deferred until each batch is resolved. A court may enforce this paragraph.
• Exceptions: either party may bring an individual claim in small-claims court, seek an injunction in court to protect its intellectual property, confidential information or system security, or bring any claim the law does not allow to be arbitrated.
• Courts: any claim that proceeds in court must be brought in the state or federal courts located in Delaware, and each party consents to their jurisdiction.
• Opt out: you may opt out of arbitration and the class waiver by emailing contactus@ideas2it.com within 30 days after you first accept these Terms, with the subject "Arbitration Opt-Out" and your name, organization and account email. Opting out does not change any other part of these Terms.
• If part is unenforceable: if the arbitration or class waiver terms are found unenforceable in a way that would let a class or mass proceeding go forward, the arbitration terms are void for that claim, and it goes to court.

18Changes to the Service and These Terms

• Changes to the Service: we update the Service often. If we materially reduce the core functionality of a paid plan during its term, we will give you at least 30 days' notice, and if you object you may cancel and receive a refund of prepaid fees for the unused term.
• Changes to these Terms: we may update these Terms from time to time. For material changes we will give you at least 30 days' notice before they take effect, by email to your account owner and administrators or by notice in the product, and we may ask you to accept the updated Terms. If you do not agree, you may stop using the Service and cancel before the change takes effect, with a refund of prepaid fees for any period after that date. Continuing to use the Service after the effective date and notice means you accept the update, except that continued use alone is never acceptance of a change to Section 17.
• Dispute resolution changes: a change to Section 17 applies only to disputes that arise after it takes effect, never to a dispute you have already told us about in writing.
• Urgent changes: we may make changes sooner, with reasonable notice, where needed to comply with law, address a security risk or reflect a change in a model provider's terms.
• Earlier versions: available on request at contactus@ideas2it.com.

19General

• Export controls and sanctions: you will comply with US export control and sanctions laws and confirm that you are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive US sanctions, and are not on a US restricted-party list.
• US government users: the Service is a "commercial item" and its software and documentation are "commercial computer software" and "commercial computer software documentation" under FAR 12.212 and DFARS 227.7202. Government users receive only the rights these Terms give other customers.
• Assignment: you may not assign these Terms without our written consent, except to a successor in a merger, acquisition or sale of substantially all assets that is not our competitor, with written notice to us. We may assign these Terms to an affiliate or to a successor in a merger, acquisition, financing or sale of assets.
• Notices: we may notify you by email to your account address, to your administrators, in the product or by mail. Send notices to us at contactus@ideas2it.com and by mail to the address below. Legal notices of claims are effective when received.
• Force majeure: neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government action, and outages of utilities, the internet, cloud providers or model providers, except for payment obligations.
• Relationship: we are independent contractors. These Terms create no partnership, joint venture, employment or agency, and there are no third-party beneficiaries other than the people we indemnify.
• Entire agreement: these Terms, together with our Privacy Policy, any signed data processing addendum, order forms and documents they refer to, are the whole agreement on this subject. If they conflict, a signed order form or enterprise agreement controls, then the data processing addendum for data protection matters, then these Terms. Your purchase orders and vendor forms do not change these Terms.
• Waiver and severability: not enforcing a provision is not a waiver. If a provision is held unenforceable, it is enforced as far as the law allows and the rest stays in effect.
• Electronic acceptance: clicking to accept, and our electronic record of it, is a valid and binding signature and record under the federal E-SIGN Act and similar state laws.
• Copyright complaints: if you believe content on the Service infringes your copyright, send a notice that meets 17 U.S.C. 512(c)(3) to contactus@ideas2it.com.