Terms of Service

Last updated: July 8, 2026

These Terms of Service (“Terms”) govern your access to and use of Rationale. Please read them carefully. By creating an account or using Rationale, you agree to these Terms.

1. Agreement and eligibility

By accessing or using the Rationale website or application, you agree to be bound by these Terms. If you use Rationale on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers to that organization.

You must be at least 16 years old (or older where the law of your jurisdiction requires it), able to enter into a binding contract, and not barred from using the service under applicable sanctions or export-control laws.

2. The service

Rationale is an organizational-memory platform that captures and connects the reasoning behind decisions from the artifacts you provide or connect. The service is currently offered on an early-access basis; features may change, and some may be added or removed as the product evolves.

3. Accounts

You must provide accurate information when you create an account, keep your credentials confidential, and remain responsible for activity under your account. Authentication is handled by our identity provider, Clerk. Notify us promptly of any unauthorized use.

4. Your content

As between you and Rationale, you (or your organization) retain all rights to the content you upload to the platform or that we retrieve from third-party services at your direction (“Customer Content”). You grant Rationale a limited, worldwide, non-exclusive license to host, process, and display Customer Content solely to provide and secure the service for you and to comply with law. We do not use Customer Content to train our own or any third party’s AI models.

You are responsible for your Customer Content, including having the rights and permissions necessary to upload or connect it and to permit our processing of any personal data it contains. Our handling of personal data is described in the Privacy Policy.

We may collect and use technical usage and diagnostic data about the operation of the service, and data that has been aggregated or de-identified so that it no longer identifies you, your organization, or any person, to operate, secure, and improve the service.

5. Outputs

The decisions, assertions, entities, graphs, summaries, and other results the service generates from your Customer Content (“Outputs”) belong to you. Outputs are treated as Customer Content under these Terms, and we process them under the same license and restrictions.

Rationale retains all rights in the underlying software, models, templates, and know-how used to produce Outputs, and in anything that does not derive from your Customer Content.

6. Third-party services you connect

If you connect a third-party service such as Google Docs, Jira, Confluence, or Notion, you represent that you are authorized to connect it and to give Rationale the access you grant, and you agree to comply with that service’s own terms. You can disconnect a service at any time, which stops further syncing.

Third-party services are outside our control. We are not responsible if a provider suspends, limits, or changes its APIs or revokes access, though we will make reasonable efforts to restore affected connectors.

If you supply your own API key for a model provider (bring your own key), you represent that you are authorized to use it this way, you agree to comply with that provider’s terms and acceptable-use policies for the calls made with it, and you are responsible for the usage and charges the provider bills to that key. Removing the key stops further use of it; calls then run under Rationale’s own provider accounts as described in the Privacy Policy.

7. Acceptable use

You agree not to:

  • use the service in violation of any law or regulation;
  • upload or connect content you do not have the right to use, or that infringes intellectual property or privacy rights;
  • upload or connect sources containing protected health information, payment card data, or similarly regulated data, unless we have agreed to handle it in a separate written agreement (such as a business associate agreement);
  • use the service in a way that violates the acceptable-use policies of our third-party AI providers;
  • attempt to gain unauthorized access to the service or to other users’ data;
  • probe, scan, reverse engineer, or resell the service except as permitted by law; or
  • interfere with or disrupt the integrity or performance of the service.

8. Privacy and data protection

Our collection and use of personal information is described in our Privacy Policy. If your organization needs a data processing agreement to meet its own compliance obligations, contact us and we will put one in place.

9. Intellectual property

Rationale and its underlying software, design, and trademarks are owned by Rationale LLC and its licensors. Except for the limited right to use the service under these Terms and your rights in Customer Content and Outputs, no rights are granted to you in our intellectual property.

10. Feedback

If you send us suggestions, ideas, or other feedback about the service, we may use it without restriction or obligation to you. This does not give us any rights in your Customer Content or Outputs.

11. Fees

Any paid plans, and their fees, will be described at the time of sign-up. During early access, some features may be provided free of charge and may be changed or discontinued. We will give reasonable notice before introducing charges for features you are using.

12. Confidentiality

Each party will protect the other party’s non-public information disclosed in connection with the service and use it only as needed to perform under these Terms. This does not apply to information that is or becomes public through no fault of the receiving party, was known to the receiving party without a duty of confidentiality, is independently developed without use of the other party’s information, or is rightfully received from a third party.

A party may disclose confidential information where required by law or court order, provided it gives the other party prompt notice where legally permitted and discloses only what is required. These obligations survive for five years after termination, and for as long as the information remains a trade secret.

13. Disclaimers

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, and non-infringement.

Rationale does not warrant that the service will be uninterrupted, secure, or error-free, or that AI-generated Outputs are accurate or complete. You are responsible for reviewing Outputs before relying on them for any decision.

14. 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 any loss of profits, revenue, or data, even if advised of the possibility. Each party’s total liability for claims arising out of or relating to the service will not exceed the greater of the amounts you paid Rationale in the twelve months before the claim or US $100.

These limitations do not apply to a party’s indemnification obligations, a breach of Section 12 (Confidentiality), a party’s gross negligence or willful misconduct, or amounts you owe us. Some jurisdictions do not allow certain limitations of liability, so parts of this section may not apply to you.

15. Indemnification

To the extent permitted by law, you will defend and indemnify Rationale against third-party claims arising from your Customer Content or your misuse of the service, provided that we notify you promptly of the claim, allow you to control the defense (we may participate with our own counsel at our expense), and reasonably cooperate. You will not settle any claim in a way that imposes obligations on us without our consent.

16. Term and termination

You may stop using the service at any time. We may suspend or terminate your access if you breach these Terms or to protect the service or other users. On termination, your right to use the service ends.

For 30 days after termination, we will, on written request, provide an export of the Customer Content then held in the service (including Outputs) in a machine-readable format. After that, we delete Customer Content within 30 days of a verified written request, as described in the Privacy Policy’s retention section, except where law requires us to keep it.

17. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. The state and federal courts located in Delaware will have exclusive jurisdiction over disputes arising from these Terms, unless mandatory law in your place of residence provides otherwise.

18. Changes to these Terms

We may update these Terms from time to time. For material changes, we will give you at least 30 days’ advance notice (for example, by email or an in-product notice) and may ask you to accept the updated Terms in the product. Changes apply prospectively from their effective date. If you do not agree to a change, stop using the service before it takes effect and contact us.

19. General

  • Notices: we will send notices to the email address on your account or through the product; notices to us should go to contact@therationale.ai. Notices are deemed given when sent.
  • Entire agreement: these Terms and the Privacy Policy are the entire agreement between us about the service and supersede any prior discussions. Section headings are for convenience only.
  • Assignment: you may not assign these Terms without our consent, except to a successor in a merger or acquisition with notice to us. We may assign these Terms in connection with a merger, acquisition, financing, or sale of assets.
  • Severability and waiver: if a provision of these Terms is found unenforceable, it will be limited to the minimum extent necessary and the rest will remain in effect. A failure to enforce a provision is not a waiver.
  • Survival: sections 4 (Your content), 5, 9, 10, 12, 13, 14, 15, 16, 17, and 19 survive termination.
  • Force majeure: neither party is liable for delay or failure caused by events beyond its reasonable control.

20. Contact us

Questions about these Terms? Email contact@therationale.ai.