Terms of Service

1. Acceptance of these terms

By creating an account, accessing, or using the Service, you agree to be bound by these Terms and our Privacy Policy. Where we process personal data on your behalf, our Data Processing Agreement (the “DPA”) is incorporated into and forms part of these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind it. If you do not agree, do not use the Service.

2. Description of the Service

CritPath AI is a web-based SaaS platform for schedule risk management, including Critical Path Method (CPM), Monte Carlo simulation, Theory of Constraints (TOC) and Drum-Buffer-Rope, decision gates, resource and cost analysis, and an AI copilot. The Service is multi-tenant: each signup creates its own organization, and the creator may invite teammates. Features may change over time.

3. Accounts and organization ownership

• You must provide accurate information and keep your credentials secure; you are responsible for activity under your account.
• The person who creates an organization is its owner and controls membership, roles, and data; owners/admins may access content within their tenant.
• You are responsible for your members’ compliance with these Terms.
• You must be of legal age to form a binding contract.

4. Acceptable use

You agree not to:

• use the Service unlawfully or in violation of any applicable regulation;
• upload data you do not have the right to use, or that infringes others’ rights;
• submit regulated PHI or other regulated data except under a separate Enterprise agreement and BAA (see Section 7);
• breach, probe, or circumvent security, access controls, or tenant isolation;
• reverse engineer, scrape, or overload the Service, or use it to build a competing product;
• misuse AI features to generate unlawful content or exceed provider usage terms;
• send notifications (email/SMS) to contacts without a lawful basis.

5. Beta / early-access terms

Parts of the Service may be offered as beta, early access, or preview. During these periods:

• the Service is provided strictly “AS IS” and may be incomplete, change, or break without notice;
• features may be modified or discontinued at any time;
• there is no service-level agreement (SLA), uptime commitment, or guaranteed support;
• you should not rely on the Service as your sole system of record and should maintain your own backups.

6. Subscriptions and billing

• Pro: $10 per user per month, billed through Stripe. Each seat is one Pro subscription.
• AI usage is billed separately, by metered usage (your actual LLM token cost plus a platform margin, metered by the hour).
• Free / unsubscribed state: limited or no access; certain features are gated behind an active subscription.
• Enterprise: custom pricing and terms under a separate written agreement.
• Taxes: prices are exclusive of taxes, which are your responsibility (except taxes on our net income).
• Payment: you authorize recurring charges via Stripe; failed payments may result in suspension.
• Cancellation & refunds: you may cancel at any time; access continues through the end of the paid period. Except where required by law, fees are non-refundable. Subscriptions are billed monthly at the start of each month. AI-agent usage is metered and charged on job completion. You may cancel at any time; fees already paid are non-refundable, including for partial periods.
• Price changes: we may change pricing with prior notice, effective the next billing cycle.

Card data is processed by Stripe under its terms; we do not store full card numbers.

7. Regulated data (HIPAA / SOC 2 / 21 CFR Part 11)

The standard Service is not intended or authorized for protected health information (PHI) under HIPAA or other regulated data. HIPAA BAAs, SOC 2 Type II, and 21 CFR Part 11 capabilities are Enterprise-tier roadmap items requiring a separate written Enterprise agreement and, for PHI, an executed BAA. Do not submit regulated PHI to the standard Service.

8. AI features disclaimer

The Service includes AI-assisted features that send your prompts and relevant schedule context to third-party LLM providers (Anthropic and Google). You acknowledge and agree that:

• AI output may be inaccurate, incomplete, biased, or misleading;
• AI output is not professional advice of any kind — it is not scheduling, engineering, financial, investment, medical, legal, regulatory, or compliance advice;
• AI output, including dates, probabilities, and risk assessments, must be independently reviewed and verified by a qualified human before you rely on it;
• we make no warranty regarding AI output and are not liable for decisions you make based on it;
• your AI prompts and context are processed by the LLM providers under their terms (see the Privacy Policy).

9. Customer data and intellectual property

• Your content. You retain all rights to the data, projects, and schedules you submit (“Customer Data”). You grant us a worldwide, non-exclusive license to host, process, transmit, and display Customer Data solely to operate, secure, and improve the Service and provide it to you, including transmitting prompts and context to LLM sub-processors to fulfil your AI requests.
• Our IP. We and our licensors retain all rights in the Service, its software, and trademarks. No rights are granted except as expressly set out.
• Feedback. You grant us a perpetual, royalty-free license to use feedback you provide.

10. Confidentiality

Each party may receive non-public information of the other. The receiving party will use it only to perform under these Terms and will protect it with reasonable care, except for information that is public, independently developed, or required to be disclosed by law.

11. Warranties and disclaimers

EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER 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, ERROR-FREE, OR SECURE, OR THAT ANY OUTPUT (INCLUDING AI OUTPUT OR SCHEDULE/RISK CALCULATIONS) WILL BE ACCURATE OR RELIABLE.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

13. Indemnification

You will defend, indemnify, and hold harmless Delta3CoreTec and its affiliates from third-party claims, damages, liabilities, and reasonable expenses arising out of (a) your Customer Data, (b) your use of the Service, or (c) your breach of these Terms or violation of law, including any unlawful use of contact data for notifications.

14. Termination

You may stop using the Service and cancel at any time. We may suspend or terminate your access for breach, non-payment, or to comply with law or protect the Service. Upon termination, your right to use the Service ends; we will make Customer Data available for export for a limited period (at least 30 days — see Section 11 of the DPA) and then delete it in accordance with the Privacy Policy and the DPA, subject to legal retention requirements. Sections that by their nature should survive (including the DPA as described in its Section 13) survive termination.

15. Governing law and disputes

These Terms are governed by the laws of the State of North Carolina, without regard to conflict-of-laws rules. Any dispute arising out of or relating to these Terms or the Service shall be brought exclusively in the state or federal courts located in the State of North Carolina, and the parties consent to the personal jurisdiction and venue of those courts, except where applicable law provides otherwise.

16. Changes to these terms

We may update these Terms from time to time. We will post the updated version with a revised “Last updated” date and, for material changes, provide additional notice where required. Continued use after an update constitutes acceptance of the revised Terms.

17. Contact

• General support: support@delta3coretec.com
• Legal / notices: privacy@delta3coretec.com
• Postal: Delta 3 Core Tech LLC, 1500 W Main St #41, Carrboro, NC 27510-9998