Terms of Service

Table of Contents

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "User") and Incertive, Inc., a Delaware corporation ("Incertive," "we," "us," or "our"), governing your access to and use of the Incertive web-based project risk management platform and related services (collectively, the "Service").

By creating an account, clicking "I Agree," or otherwise accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and references to "you" shall mean that entity.

We may update these Terms from time to time. We will notify you of material changes by email or through the Service. Your continued use of the Service after the effective date of any update constitutes your acceptance of the revised Terms.

2. Description of Service

Incertive is a web-based project risk management platform that helps users analyze project plans and understand potential risks and schedule outcomes. The Service uses:

• AI Analysis: Incertive integrates with Anthropic's Claude API to analyze project plan text and identify risk factors, dependencies, and assumptions.
• Monte Carlo Simulation: The Service applies Monte Carlo simulation techniques to model uncertainty in project schedules and produce probability distributions for completion timelines.
• Probabilistic Risk Assessments: Results are expressed as probabilistic estimates (e.g., "70% likelihood of completing by a given date") rather than deterministic predictions.

The specific features available to you depend on your subscription tier, as described in Section 4. We reserve the right to modify, enhance, or discontinue features of the Service at any time, with reasonable notice where practicable.

3. Account Registration

To use the Service, you must create an account by providing a valid email address and creating a password. You agree to provide accurate and complete information and to keep your account information current.

You must be at least 18 years of age to create an account or use the Service. By registering, you represent and warrant that you meet this requirement.

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us promptly at [email protected] if you suspect any unauthorized access to your account. Incertive is not liable for any loss resulting from unauthorized use of your account.

Team accounts may provision multiple team members under a single organization. The account owner is responsible for ensuring all team members comply with these Terms.

4. Subscription Plans & Billing

4.1 Available Plans

Incertive offers the following subscription tiers:

Plan features and limits are subject to change. We will provide at least 30 days' notice of any reduction to a plan's included features or limits for existing subscribers.

4.2 Annual Billing

All plans are available on a monthly or annual basis. Choosing annual billing provides a discount of $8 per month off the monthly price. Annual prices are: Solo $204/year ($17/month), Growth $684/year ($57/month), Team $1,704/year ($142/month). Annual subscriptions are billed as a single upfront charge.

4.3 Payment Processing

Payments for Solo and Growth plans are processed by Stripe. We accept Visa, Mastercard, and American Express. By providing payment information, you authorize Incertive to charge your payment method for the applicable subscription fees on a recurring basis until you cancel.

Team plan customers may be invoiced and may pay by bank transfer or other methods as agreed in an Order Form.

All fees are stated in U.S. dollars and are exclusive of applicable taxes. You are responsible for any taxes applicable to your purchase.

4.4 Renewals and Price Changes

Subscriptions renew automatically at the end of each billing period. We will provide at least 30 days' notice of any price increases before they apply to your renewal. If you do not cancel before the renewal date following notice of a price increase, you accept the new pricing.

4.5 Billing for Plan Changes (Upgrades & Downgrades)

4.5.1 Upgrading Your Plan

When you upgrade to a higher-tier plan (for example, from Solo to Growth, or from Growth to Team), the following applies:

• Immediate access: Your account is upgraded to the new plan immediately, and you gain access to all features and higher usage limits of the new tier right away.
• Prorated billing: You are charged a prorated amount for the price difference between your old plan and your new plan, calculated based on the number of days remaining in your current billing cycle. For example, if you upgrade from Solo ($25/month) to Growth ($65/month) with 15 days left in a 30-day cycle, you will be charged an additional $20.00 (the $40 difference × 15/30 days) immediately.
• Next billing cycle: On your next billing date, you will be charged the full price of the new plan going forward.
• Annual subscriptions: If you are on an annual billing cycle and upgrade mid-term, the prorated difference is calculated based on the remaining months in your annual term. The remainder of your annual term continues at the upgraded tier.

4.5.2 Downgrading Your Plan

When you downgrade to a lower-tier plan (for example, from Team to Growth, or from Growth to Solo), the following applies:

• End-of-cycle effective date: The downgrade takes effect at the end of your current billing cycle. You retain full access to your current plan's features and limits until that date.
• No prorated refunds: You are not entitled to a refund or credit for the unused portion of your current billing period. You have already been granted access to the higher-tier features for the full period.
• Feature and limit adjustment: Once the downgrade takes effect, your account will be subject to the lower tier's usage limits and feature set. Features not available on the lower tier (such as API access, SSO, or advanced export options) will become inaccessible.
• Data preservation: Your saved analyses, project data, and account history will be preserved. However, if your saved analysis count exceeds the lower tier's limit, existing analyses will remain accessible in read-only mode until you reduce the count below the new limit. You will not be able to create new analyses until you are within the limit.
• Annual subscriptions: If you are on an annual billing cycle and request a downgrade, the downgrade takes effect at the end of the current annual term. No partial refund is issued for the remainder of the annual period.

4.5.3 Multiple Plan Changes Within a Billing Cycle

If you make multiple plan changes within a single billing cycle (for example, upgrading and then downgrading, or upgrading multiple times), each change is processed independently according to the rules above. Prorated upgrade charges are non-refundable even if you subsequently downgrade within the same cycle. We recommend reviewing the plan features carefully before making changes to avoid unnecessary charges.

4.5.4 Confirmation and Transparency

Before any plan change is finalized, you will be shown a confirmation screen displaying the new plan, pricing, any prorated charges or credits, and the effective date. Plan changes are only applied after you explicitly confirm the change. A confirmation email will be sent to your registered email address with a summary of the change and any charges applied.

5. Free Trial & Cancellation

5.1 Free Trial

We may offer a free trial period for new accounts. During a free trial, you may access the Service subject to any limitations we specify. At the end of the trial, you must subscribe to a paid plan to continue using the Service, or your access will be suspended. We reserve the right to modify or discontinue free trial offers at any time.

5.2 Upgrades

If you upgrade your subscription plan, the change takes effect immediately. You will be charged a prorated amount for the remainder of your current billing cycle at the new plan's rate. For full details on how upgrade billing is calculated, including prorated charges and annual subscription handling, see Section 4.5.1.

5.3 Downgrades

If you downgrade your subscription plan, the change takes effect at the end of your current billing cycle. You will retain access to your current plan's features until the end of the cycle. No prorated refunds are issued for the unused portion of the current billing period. After the downgrade takes effect, your account will be subject to the limits of the lower-tier plan. Your saved analyses and data will be preserved, but you may lose access to features not included in the lower tier. If your saved analysis count exceeds the lower tier's limit, existing analyses will remain accessible in a read-only state until you reduce your count below the limit. For full details on downgrade billing, data preservation, and annual subscription handling, see Section 4.5.2.

5.4 Cancellation

You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of your current billing period. We do not provide refunds for the unused portion of a subscription period, except where required by applicable law.

Upon cancellation, your account will revert to a limited free tier (if available) or be deactivated. Your data will be retained for 90 days following cancellation, after which it may be permanently deleted. You may export your data at any time before deletion.

6. Intellectual Property

6.1 Your Data

You retain all ownership rights in the project plans, descriptions, and other content you submit to the Service ("User Data"). You grant Incertive a limited, non-exclusive license to use your User Data solely to provide and improve the Service as described in these Terms and our Privacy Policy. We do not claim ownership of your User Data.

6.2 Incertive Platform

Incertive owns all rights, title, and interest in and to the Service, including the platform software, algorithms, Monte Carlo simulation engine, user interface, documentation, trademarks, and all other intellectual property. These Terms do not transfer any Incertive intellectual property to you. You are granted a limited, non-exclusive, non-transferable right to access and use the Service solely for your internal business purposes during your subscription term.

6.3 Feedback

If you provide suggestions, ideas, or feedback about the Service, you grant Incertive a perpetual, irrevocable, royalty-free license to use that feedback for any purpose without obligation to you.

7. User Data & Privacy

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to our data practices as described in the Privacy Policy.

When you submit a project plan or other text for analysis, that text is transmitted to Anthropic's Claude API for processing. By submitting content for analysis, you acknowledge and consent to this transmission. You should not submit content that contains sensitive personal information, trade secrets, or other confidential information you are not authorized to share with third-party AI services.

We maintain reasonable technical and organizational security measures to protect your data. However, no system is completely secure, and we cannot guarantee the security of information transmitted over the internet.

8. AI-Generated Content Disclaimer

You expressly acknowledge and agree to the following:

• Probabilistic Nature of Outputs: All risk scores, completion probability estimates, timeline projections, and other analysis outputs are statistical estimates derived from Monte Carlo simulation and AI modeling. Actual project outcomes may differ materially from any estimate provided by the Service.
• Not a Substitute for Professional Judgment: The Service is a decision-support tool, not a replacement for qualified project managers, risk analysts, or other professionals. You are solely responsible for evaluating the outputs of the Service and for all project management and business decisions you make.
• Input Quality: The accuracy and usefulness of outputs depends on the quality and completeness of the information you provide. Incomplete, inaccurate, or misleading inputs will produce unreliable outputs.
• AI Limitations: AI systems can produce incorrect, incomplete, or contextually inappropriate outputs. Incertive does not warrant the accuracy, completeness, or fitness for purpose of any AI-generated analysis.
• No Liability for Decisions: Incertive expressly disclaims all liability for any decisions, actions, losses, or damages arising from your reliance on outputs generated by the Service, including but not limited to project delays, cost overruns, contractual penalties, or business losses.

You agree to apply your own professional judgment when interpreting and acting on any outputs from the Service.

9. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. The following are prohibited:

• Using the Service in any manner that could disable, overburden, damage, or impair the Service or interfere with other users' access.
• Circumventing or attempting to circumvent any rate limits, usage quotas, or access controls imposed by the Service.
• Scraping, crawling, or otherwise automatically extracting data from the Service in a manner not authorized by these Terms or our API documentation.
• Using the Service to develop a competing product or service, or to benchmark the Service for competitive purposes without our prior written consent.
• Submitting malicious content, including malware, viruses, or content designed to harm Incertive's systems or other users.
• Sharing account credentials with unauthorized parties or allowing any person other than authorized users to access your account.
• Using the Service to process data in violation of applicable laws or regulations, including data protection laws.
• Misrepresenting your identity or affiliation when creating an account or using the Service.

We reserve the right to suspend or terminate accounts that violate this Acceptable Use policy, at our sole discretion, with or without notice.

10. API Access

API access to the Incertive platform is available exclusively to Team tier subscribers. API access is subject to the following terms:

• Authentication: API requests must be authenticated using a Personal Access Token (PAT) generated from your account settings. You are responsible for keeping your PAT confidential and for all API requests made with your token.
• Rate Limits: API usage is subject to rate limits as specified in our API documentation. Team plan customers may request higher rate limits through their dedicated support channel. We reserve the right to throttle or suspend API access for accounts that exceed rate limits or degrade service quality for other users.
• Permitted Use: The API may be used to integrate Incertive's risk analysis capabilities into your own internal tools and workflows. You may not resell or sublicense API access to third parties.
• Changes to the API: We may update, modify, or deprecate API endpoints. We will provide reasonable advance notice of breaking changes to Team plan customers.

11. Limitation of Liability

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INCERTIVE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

INCERTIVE DOES NOT WARRANT THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY OUTPUTS OR ANALYSIS RESULTS WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR (D) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INCERTIVE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF INCERTIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ANY EVENT, INCERTIVE'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO INCERTIVE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities, so some of the above limitations may not apply to you.

12. Indemnification

You agree to defend, indemnify, and hold harmless Incertive, Inc. and its officers, directors, employees, contractors, agents, licensors, and successors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to:

• Your breach of these Terms;
• Your violation of any applicable law or regulation;
• Your User Data, including any claim that your User Data infringes or misappropriates any third-party intellectual property rights;
• Your use of the Service in a manner not permitted by these Terms; or
• Any decision you make in reliance on outputs generated by the Service.

Incertive reserves the right to assume exclusive control of the defense of any matter subject to indemnification by you, at your expense. You agree to cooperate with our defense of any such claim.

13. Termination

You may terminate your account at any time by canceling your subscription through your account settings and, if desired, requesting account deletion by contacting [email protected].

Incertive may suspend or terminate your access to the Service at any time, with or without cause and with or without notice, including but not limited to situations where:

• You have violated these Terms or our Acceptable Use policy;
• Your payment is overdue and not resolved within 15 days of notice;
• We are required to do so by law or legal process; or
• We elect to discontinue the Service.

Upon termination for cause, any amounts owed by you become immediately due and payable. Sections 6, 7, 8, 11, 12, 14, and 15 of these Terms shall survive termination.

14. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

Any dispute arising out of or relating to these Terms or the Service that cannot be resolved informally shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware, and you consent to the personal jurisdiction of those courts.

You agree that any claim or cause of action arising out of or related to these Terms or the Service must be filed within one (1) year after the claim arose, or be permanently barred, to the extent permitted by applicable law.

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect. Our failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision.

15. Contact

If you have questions about these Terms, please contact us: