Terms of Service

1. Who We Are

NeatContext is a local-first desktop application that helps users organize selected domain profiles, local knowledge folders, and read-only extensions into Contexts for use by a connected AI client. NeatContext is operated by XT SOFTWARE LABS LLC, a Washington limited liability company. In these Terms, "NeatContext," "we," "us," and "our" refer to XT SOFTWARE LABS LLC, the provider of NeatContext, and "NeatContext" also refers to the software and services where the context so requires. "You" and "your" refer to the person or organization using NeatContext.

2. What NeatContext Does

The desktop application is a control center for creating or linking Markdown domain profiles, linking local knowledge folders, installing extensions, and selecting those resources for a Context. When you connect a supported AI client, NeatContext supplies analysis instructions and the selected Context's nonsecret profile paths, knowledge folder paths, and allowlisted extension tools through a local MCP connection.

NeatContext does not run an AI model, store model credentials, host a conversation, or write the connected AI client's answer. The connected client uses its own tools and model to read selected profiles, search selected folders, call available extensions, reason about the request, and produce the response. NeatContext cannot guarantee that a connected client will use the supplied context or follow the supplied instructions.

Profiles, Context definitions, local runtime configuration, installed extension snapshots, Context Activity logs, and retained historical audit artifacts stay on your device by default. NeatContext-hosted services are separate from this incident data plane and do not receive incident requests, profiles, local paths, source queries, evidence, or tool logs through the ordinary Context handoff.

3. Accounts, Eligibility, and Authority

You must be able to form a legally binding contract to use NeatContext. If you use NeatContext for an organization, you represent that you have authority to bind that organization, and the organization is responsible for your use.

You are responsible for keeping account credentials, extension credentials, connected AI client accounts, local files, and devices secure. You must promptly tell us if you believe your NeatContext account or subscription has been compromised.

4. Your Local Knowledge and Content

You retain ownership of your profiles, files, folder contents, Context definitions, extension-provided results, and other content. Merely linking local content to NeatContext does not transfer ownership to us or grant us a license to that content. If you deliberately send content to us through support, feedback, or another hosted service, you grant us only the rights reasonably needed to provide that service, secure and troubleshoot it, and respond to you.

You are responsible for deciding what content to link, what extensions and tools to enable, and whether you have the rights and permissions needed to process that content. Connecting a Context directs NeatContext to give the selected local AI client its instructions, absolute profile and folder paths, and available extension tools. The client may then read and process the selected content under its own permissions, terms, settings, and privacy practices.

5. Connected AI Clients, Extensions, and Third-Party Services

You choose and configure the AI client that connects to NeatContext. The client or its model provider may receive selected local content after the client reads it. We do not control that client or provider, its output, uptime, security practices, terms, or data handling. Your use of it is governed by its own terms and policies.

When the connected client calls an allowlisted extension tool, NeatContext proxies the arguments to the local extension process and returns its result to the client. The extension or its external service may process those arguments and related account data. If you choose to save extension credentials, NeatContext encrypts fields identified as secret using operating-system-provided protection and writes the ciphertext to local application data. For use by the connected local runtime, NeatContext also places the configured extension connection in the operating system's credential store. When an enabled extension runs, the local runtime retrieves and supplies the credentials to that extension process. NeatContext does not intentionally place plaintext credentials in the host-visible runtime file or add them to the tool result returned to the connected AI client. Because the extension receives the credentials and is executable software, it can use or transmit them according to its code and the service connection you configure.

Third-party extensions are executable software. Install or update an extension only when you trust its source and publisher. NeatContext validates and runs a managed snapshot, but we do not control third-party code or the external systems it contacts.

6. Connected AI Outputs and No Professional Advice

Outputs produced by a connected AI client may be inaccurate, incomplete, outdated, unsafe, or unsuitable for your circumstances. NeatContext does not independently verify the client's reasoning or response and is not a substitute for professional judgment, operational review, legal advice, security review, incident command, medical advice, financial advice, or other expert advice.

You are responsible for independently reviewing outputs, citations, tool traces, and suggested actions before relying on them. Do not use NeatContext as the sole basis for decisions that could affect production systems, security, safety, legal rights, finances, employment, health, or other high-impact matters.

7. Extensions, Connected Tools, and Operational Actions

The outward NeatContext MCP boundary exposes only explicitly allowlisted read capabilities. It does not expose write, remediation, acknowledgement, mutation, or destructive actions to the connected AI client. A future write gateway would require a separate product, security, and terms decision.

The desktop app may still write local application settings, managed extension snapshots, activity logs, and personal Markdown profiles when you expressly ask it to. Those local control-center operations do not grant connected tools authority to modify an operational system. Actions you separately authorize through the connected AI client or another third-party product occur outside NeatContext's read-only boundary.

You are responsible for extensions, credentials, permissions, connected clients, and external systems you configure. We are not responsible for damage, data loss, outages, unauthorized access, incorrect changes, or other consequences caused by third-party code, connected-client outputs, user instructions, or external systems.

8. Subscriptions, Trials, Billing, Renewal, and Cancellation

Paddle is the merchant of record and authorized reseller for NeatContext subscription transactions. You purchase the subscription from the Paddle entity identified at checkout, while XT SOFTWARE LABS LLC licenses and supports the NeatContext product under these Terms. Paddle's Buyer Terms and Privacy Notice also apply to the payment transaction.

We may provide a free or paid trial so you can evaluate NeatContext before a paid subscription begins. Paid plans, if offered, are subscriptions that renew automatically at the then-current price and billing interval shown at checkout until you cancel. Before you purchase, we will disclose the trial terms, price, billing interval, and automatic-renewal terms clearly and conspicuously and obtain your consent to recurring charges. Prices, plan limits, features, taxes, and billing intervals are shown during checkout or in your account flow and may change with notice as required by law. Where required, we will send renewal reminders and cancellation confirmations.

You authorize Paddle to charge applicable fees, taxes, and recurring subscription amounts using your selected payment method. You can cancel a paid plan through the Paddle billing portal available from the app or your receipt, or through the support channels we identify. Unless a refund or applicable law provides otherwise, cancellation takes effect at the end of the current billing period, your paid access continues until then, and future renewals stop. You may request a full refund within 14 calendar days of any charge, including a renewal charge, as described in our Refund Policy. This refund window is in addition to any refund or cancellation rights you have under applicable law.

9. License and Acceptable Use

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to install and use NeatContext for your internal personal or business purposes.

You must not:

• copy, modify, reverse engineer, or create derivative works except as allowed by law;
• circumvent license, subscription, security, rate-limit, or access controls;
• use NeatContext to violate law, infringe rights, or process content unlawfully;
• attempt to disrupt, probe, overload, or compromise our systems or third-party systems;
• misrepresent outputs as human-authored or verified when they are not;
• use NeatContext to develop malware, exfiltrate data, or gain unauthorized access.

10. Updates, Availability, and Changes to Features

We may provide updates, fixes, new features, plan changes, or removals. Some updates may be needed for security, compatibility, or continued service operation. We do not guarantee that NeatContext or any third-party integration will be uninterrupted, error-free, secure, or available in every environment.

11. Intellectual Property and Feedback

NeatContext, including its software, website, branding, design, and documentation, is owned by us or our licensors and is protected by intellectual-property laws. Except for the limited license above, these Terms do not transfer any ownership rights to you.

If you provide feedback, suggestions, or ideas, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use them without restriction or compensation.

12. Privacy and Security

NeatContext is designed around local-first workflows, but no software or networked system can be guaranteed secure. You are responsible for configuring connected AI clients, extensions, local folders, permissions, secrets, backups, and device security in a way that fits your risk requirements. A connected client receives selected local paths and may read or transmit their contents under that client's own data policy. See our Privacy Policy for more information.

13. Disclaimers

To the maximum extent permitted by law, NeatContext is provided "as is" and "as available" without warranties of any kind, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, security, and reliability.

We do not warrant that NeatContext, connected-client outputs, context handoffs, citations, extension results, tool calls, integrations, updates, or checkout flows will be accurate, complete, uninterrupted, secure, compliant with your obligations, or suitable for your intended use.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you. Nothing in these Terms limits any rights or remedies that cannot be waived under applicable law, including the Washington Consumer Protection Act.

14. Limitation of Liability

To the maximum extent permitted by law, we will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, or for lost profits, lost revenue, lost data, business interruption, security incidents, production outages, replacement services, or loss of goodwill, even if we were advised that those damages were possible.

To the maximum extent permitted by law, our total liability for all claims relating to NeatContext or these Terms will not exceed the greater of the amount you paid for NeatContext through Paddle in the twelve months before the event giving rise to the claim or one hundred U.S. dollars (US $100).

Some jurisdictions do not allow the limitation or exclusion of incidental or consequential damages, so some of the above limitations may not apply to you. Nothing in these Terms limits any rights or remedies that cannot be waived under applicable law, including the Washington Consumer Protection Act.

15. Indemnity

You will defend, indemnify, and hold us harmless from claims, losses, liabilities, damages, costs, and expenses, including reasonable attorneys' fees, arising from your content, configurations, extensions, connected AI clients, tools, third-party services, violation of these Terms, violation of law, infringement of rights, or use of NeatContext in a way that causes harm to another person or system.

16. Suspension and Termination

We may suspend or terminate access to hosted portions of NeatContext if you violate these Terms, create risk, fail to pay, misuse the service, or if required by law. Sections that by their nature should survive termination will survive, including ownership, disclaimers, liability limits, indemnity, dispute resolution, and payment obligations.

17. Dispute Resolution, Arbitration, and Class Waiver

This Section applies to disputes between you and XT SOFTWARE LABS LLC about the NeatContext product or these Terms. Disputes between you and Paddle about a payment transaction are governed by the applicable Paddle Buyer Terms.

To the maximum extent permitted by law, any dispute arising from or relating to these Terms or NeatContext will be resolved by binding individual arbitration, rather than in court, except that either party may bring an individual claim in small claims court or seek injunctive relief for misuse of intellectual property, security systems, or confidential information. This arbitration provision is governed by the Federal Arbitration Act. Arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules then in effect, and the seat of arbitration will be King County, Washington, unless the parties agree to another location or to a remote proceeding.

Before initiating arbitration, a party must first send a written notice of dispute using the contact details in Section 21 (Contact) and allow at least 30 days for informal resolution. You may opt out of this arbitration agreement by sending written notice using those details within 30 days of first accepting these Terms; if you opt out, Section 18 (Governing Law) governs where disputes are heard.

You and we waive the right to a jury trial and to participate in a class action, class arbitration, private attorney general action, or representative proceeding. If this class waiver is found unenforceable for a particular claim, only that claim will proceed in court and not in arbitration, and the remainder of this Section will remain in effect.

18. Governing Law

These Terms are governed by the laws of the State of Washington, excluding its conflict-of-law rules, except where applicable law requires otherwise. Subject to Section 17 (Dispute Resolution), if a dispute proceeds in court it will be brought exclusively in the state or federal courts located in King County, Washington, and the parties consent to personal jurisdiction and venue there, except where applicable law gives a consumer the right to bring a claim in their home jurisdiction or otherwise requires a different forum.

19. Changes to These Terms

We may update these Terms from time to time. The updated Terms will be posted on this page with a new effective date. If changes are material, we will provide notice as required by law. Continued use of NeatContext after updated Terms become effective means you accept the updated Terms.

20. General

If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. Our failure to enforce any provision is not a waiver of it.

We may assign these Terms, in whole or in part, including in connection with a merger, financing, acquisition, reorganization, or sale of assets. You may not assign or transfer these Terms without our prior written consent. These Terms bind and benefit the parties and their permitted successors and assigns.

We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, utility or network failures, third-party service outages, or governmental action.

These Terms, together with the Privacy Policy and any order or checkout terms you agree to, are the entire agreement between you and us regarding NeatContext and supersede prior agreements on that subject. You are responsible for complying with all applicable export-control, sanctions, and trade laws in your use of NeatContext. Legal notices to us must be sent in writing using the contact details in Section 21 (Contact).

21. Contact

Questions or legal notices about these Terms should be sent to XT SOFTWARE LABS LLC at legal@neatcontext.com, or through the support or contact channel listed in the NeatContext app or on the NeatContext website.