Terms of Service

1. Agreement to These Terms

These Terms of Service (the Terms) govern your access to and use of IdeasOut and related websites, applications, and services (collectively, the Service) operated by Mixed Grill, LLC (we, us, or our). By accessing or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

If you use the Service on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms, and you refers to that entity.

2. The Service

IdeasOut is a software platform that helps users capture ideas, run structured workflows, and generate content outputs using composed intelligence features, including integrations with third-party infrastructure and model providers. We may modify, suspend, or discontinue features at any time, with or without notice, subject to applicable law and any separate agreement that applies to you.

We do not guarantee that the Service will be uninterrupted, error-free, or free of harmful components. The Service may depend on third parties outside our control.

3. Accounts and Eligibility

You must be at least 18 years old (or the age of majority where you live) to use the Service. You agree to provide accurate account information and to keep your credentials secure. You are responsible for activity under your account unless you notify us promptly of unauthorized use.

We may refuse registration, suspend access, or close accounts that violate these Terms, create risk, or conflict with legal obligations.

4. License to Use the Service

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business or personal purposes, consistent with documentation we publish.

You will not, and will not assist others to:

• Copy, modify, distribute, sell, lease, or reverse engineer any part of the Service except as expressly permitted.
• Circumvent technical limits, security controls, or usage restrictions.
• Use the Service to build a competing product or service, or to benchmark or scrape the Service without our prior written consent.
• Use the Service in violation of law, third-party rights, or acceptable use rules in Section 5.

5. Acceptable Use

You agree not to use the Service to:

• Generate, store, or distribute unlawful, defamatory, harassing, fraudulent, hateful, or discriminatory content.
• Violate privacy, publicity, or intellectual property rights of others.
• Transmit malware, conduct denial-of-service attacks, or probe systems without authorization.
• Send unsolicited commercial communications in bulk in violation of anti-spam laws.
• Attempt to access accounts or data that do not belong to you.

We may investigate violations and cooperate with law enforcement. We may remove content, throttle usage, or suspend accounts when we reasonably believe a violation occurred.

6. Customer Content and Instructions

You retain ownership of text, files, prompts, and other materials you submit to the Service (Customer Content), subject to licenses you grant below. You represent that you have all rights needed to submit Customer Content and that your submission does not violate law or third-party rights.

You grant us a worldwide, non-exclusive license to host, reproduce, process, transmit, display, and create derivative works from Customer Content solely to provide, secure, improve, and support the Service, and to comply with law. We do not sell your Customer Content to third parties as a data broker service.

7. Outputs, AI Features, and Intellectual Property

The Service may generate drafts, summaries, plans, or other outputs (Outputs) based on your inputs and system configuration. Outputs may be inaccurate, incomplete, or unsuitable for a particular use. You are solely responsible for reviewing, editing, and deciding how to use Outputs, including compliance with law, contracts, and industry rules.

To the extent permitted by law and subject to our rights in the Service itself, we assign to you any rights we may have in Outputs created for you through the Service, excluding any pre-existing materials, templates, or our underlying models and software. You acknowledge that similar prompts may produce similar results for other users and that we do not warrant uniqueness.

We and our licensors own all rights in the Service, including software, branding, documentation, and aggregated, de-identified analytics derived from use of the Service. Except for the limited license in Section 4, no rights are granted to you.

8. Third-Party Services

The Service may integrate with third-party products (for example, authentication, storage, analytics, or model providers). Your use of third-party services may be subject to separate terms and privacy policies. We are not responsible for third-party services.

9. Fees, Trials, and Taxes

If you purchase a paid plan, you agree to the fees, billing cycle, and payment method presented at purchase. Fees are non-refundable except where required by law or expressly stated otherwise. You are responsible for applicable taxes. We may change fees with reasonable advance notice where required.

10. Confidentiality

If we share non-public information about the Service, roadmaps, or pricing with you, you will use reasonable care to protect it and will not disclose it except to personnel and advisors who need to know and are bound to confidentiality obligations.

11. Termination

You may stop using the Service at any time. We may suspend or terminate access if you materially breach these Terms, if we must comply with law, or if continuing the Service is impractical. Upon termination, Sections intended to survive (including intellectual property, disclaimers, limitation of liability, indemnity, and dispute terms) will survive.

12. Disclaimers

THE SERVICE IS PROVIDED AS IS AND AS AVAILABLE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT OUTPUTS WILL BE ACCURATE, COMPLETE, OR FREE FROM BIAS OR ERROR.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER WE NOR OUR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY.

OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100), IF YOU HAVE NOT HAD A PAYMENT OBLIGATION.

Some jurisdictions do not allow certain limitations. In that case, our liability is limited to the fullest extent permitted by law.

14. Indemnification

You will defend and indemnify us and our affiliates, officers, directors, employees, and agents against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from Customer Content, your use of the Service, your violation of these Terms, or your violation of law or third-party rights.

15. Dispute Resolution and Governing Law

These Terms are governed by the laws of the State of Delaware, excluding conflict-of-law rules. You and we agree that state and federal courts located in Delaware will have exclusive jurisdiction for disputes not subject to arbitration, if any, except that either party may seek injunctive relief in any court of competent jurisdiction to protect confidential information or intellectual property.

You will bring any claim within one year after the cause of action accrues, or the claim is permanently barred, to the extent permitted by law.

16. Export and Sanctions

You represent that you are not located in, under the control of, or a national or resident of any country subject to comprehensive U.S. sanctions, and that you are not on any restricted party list. You will comply with applicable export control laws.

17. Changes to These Terms

We may update these Terms from time to time. If a change is material, we will provide reasonable notice by posting an update, sending email, or showing an in-product notice. Your continued use after the effective date constitutes acceptance. If you do not agree, stop using the Service.

18. General

These Terms constitute the entire agreement between you and us regarding the Service and supersede prior agreements on the same subject. If any provision is unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.

19. Contact

For questions about these Terms, contact us at legal@ideasout.com.