Last updated: November 24, 2023



When we say “Company”, “we”, “our”, or “us” in this document, we are referring to Schematic Inc. (”Schematic”).



When we say “Services”, we mean our website (https://schematichq.com), and any product created and maintained by Schematic whether delivered within a web browser, desktop application, mobile application, or another format.



When we say “you” or “your”, we are referring to the people or organizations that own an account with one or more of our Services.



We may update these Terms of Service ("Terms") in the future. Whenever we make a significant change to our policies, we will refresh the date at the top of this page and take any other appropriate steps to notify account holders.



When you use our Services, now or in the future, you are agreeing to the latest Terms. There may be times where we do not exercise or enforce a right or provision of the Terms; however, that does not mean we are waiving that right or provision. These Terms do contain a limitation of our liability.



If you violate any of the Terms, it may result in termination of your account.



Account Terms



1. You are responsible for maintaining the security of your account and password and for ensuring that any of your users do the same. The Company cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

2. You are responsible for all activity that occurs under your account, including content added to your account and activity of any users in your account.

3. Accounts registered by “bots” or other automated methods are not permitted.

4. By creating an Account on our Service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing support@schematichq.com.



Payment, Refunds, and Plan Changes



1. If you are subscribing to a paid plan, we will charge you immediately and your billing cycle starts on the day of the subscription. For upgrades or downgrades in plan level, the new rate starts on the next term.

2. A valid payment method, such as credit card or ACH, is required to process the payment for your subscription. You shall provide Schematic with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize Schematic to charge all Subscription fees incurred through your account to any such payment instruments.

3. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. Where required, we will collect those taxes on behalf of the taxing authority and remit those taxes to taxing authorities. Otherwise, you are responsible for payment of all taxes, levies, or duties.

4. Except when required by law, paid Subscription fees are non-refundable.



Term, Cancellation, and Termination



1. If you cancel the Service before the end of your current term, your cancellation will take effect at the end of the term, and you will not be charged again.

2. We have the right to suspend or terminate your account and refuse any and all current or future use of our Services for any reason at any time. Suspension means you and any other users on your account will not be able to access the account or any content in the account. Termination will furthermore result in the deletion of your account or your access to your account, and the forfeiture and relinquishment of all content in your account.

3. All provisions of Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.



Modifications to the Service and Prices



1. We reserve the right at any time to modify or discontinue, temporarily or permanently, any part of our Services with or without notice.

2. If we make a pricing or packaging change, we will give at least 30 days notice and will notify you via the email address on record. We may also post a notice about changes on our websites or the affected Services themselves.



Uptime, Security, and Privacy



1. Your use of the Services is at your sole risk. We provide these Services on an “as is” and “as available” basis. We take uptime of our applications seriously. Visit our [status page](https://schematic.statuspage.io/) to see the status of our Services.

2. We reserve the right to temporarily disable your account if your usage significantly exceeds the average usage of other customers of the Services. Of course, we’ll reach out to the account owner before taking any action except in rare cases where the level of use may negatively impact the performance of the Service for other customers.

3. We take many measures to protect and secure your data through backups, redundancies, and encryption. Please refer to our [Security Overview](https://docs.schematichq.com/security) for full details.

4. When you use our Services, you entrust us with your data. You agree that Schematic may process your data as described in our Privacy Policy and for no other purpose. We can access your data for the following reasons:

- To help you with support requests you make. We’ll ask for express consent before accessing your account.

- To safeguard Schematic. We’ll look at logs and metadata as part of our work to ensure the security of your data and the Services as a whole. If necessary, we may also access accounts as part of an investigation.

- To the extent required by applicable law. As a US company with all data infrastructure located in the US, we only preserve or share customer data if compelled by a US government authority with a legally binding order or proper request under the Stored Communications Act, or in limited circumstances in the event of an emergency request. If a non-US authority approaches Schematic for assistance, our default stance is to refuse unless the order has been approved by the US government, which compels us to comply through procedures outlined in an established mutual legal assistance treaty or agreement mechanism. If Schematic is audited by a tax authority, we only share the bare minimum billing information needed to complete the audit.

5. We use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services. You can see a list of all subprocessors on request.

6. Under the California Consumer Privacy Act (“CCPA”), Schematic is a “service provider”, not a “business” or “third party”, with respect to your use of the Services. That means we process any data you share with us only for the purpose you signed up for and as described in these Terms, the [Privacy policy](https://github.com/basecamp/policies/blob/master/privacy/index.md). We do not retain, use, disclose, or sell any of that information for any other commercial purposes unless we have your explicit permission. And on the flip-side, you agree to comply with your requirements under the CCPA and not use Basecamp’s Services in a way that violates the regulations.



Copyright and Content Ownership



1. The Company or its licensors own all right, title, and interest in and to the Services, including all intellectual property rights therein, and you obtain no ownership rights in the Services as a result of your use. You may not duplicate, copy, or reuse any portion of the HTML, CSS, JavaScript, or visual design elements without express written permission from the Company.

2. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission of the Company.



Services Adaptations and API Terms



We offer Application Program Interfaces (“API”s) for some of our Services. Any use of the API, including through a third-party product that accesses the Services, is bound by these Terms plus the following specific terms:



1. You expressly understand and agree that we are not liable for any damages or losses resulting from your use of the API or third-party products that access data via the API.

2. Abuse or excessively frequent requests to the Services via the API may result in the temporary or permanent suspension of your account’s access to the API. The Company, in its sole discretion, will determine abuse or excessive usage of the API. If we need to suspend your account’s access, we will attempt to warn the account owner first. If your API usage could or has caused downtime, we may cut off access without prior notice.



Limitation of Liability



We mention liability throughout these Terms but to put it all in one section:



EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF COMPANY, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCTS AND/OR SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES.



If you have a question about any of these Terms, please contact us at support@schematichq.com.