Terms of Service

Welcome to IonCity. These Terms of Service (“Terms”) are a binding agreement between you (“you” or “your”) and IonCity, Inc., a Delaware corporation with its principal place of business in California (“IonCity”, “we”, “us”, or “our”). They govern your access to and use of the IonCity website at ioncityapp.com, the IonCity web application, and the related services we provide (together, the “Service”).

Please read these Terms carefully. By creating an account, accessing, or using the Service, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated here by reference. If you do not agree, do not use the Service.

The Service is currently offered as a closed beta. Section 4 sets out terms that apply specifically to the beta and that prevail over anything inconsistent elsewhere in these Terms while the beta is in effect.

Contents

1. The Service
2. Eligibility
3. Accounts
4. Closed Beta Terms
5. Connecting Google Calendar and Other Third-Party Services
6. Your Content
7. AI Features
8. Acceptable Use
9. Intellectual Property
10. Feedback
11. Privacy
12. Termination
13. Disclaimers
14. Limitation of Liability
15. Indemnification
16. Changes to These Terms
17. Governing Law and Disputes
18. General
19. Contact

1. The Service

IonCity is a scheduling assistant that helps you manage decisions about your schedule before they are finalized. Instead of recording only confirmed calendar events, IonCity lets you capture an unfinished idea about something you may need to schedule (an “Intent”), and then helps you move it toward a decision: it asks clarifying questions, proposes candidate times based on your existing calendar, flags conflicts, and — once you confirm — turns the Intent into a calendar event and syncs it to your connected calendar. IonCity connects to your Google Calendar to do this. The Service uses artificial intelligence to interpret what you type and to generate questions and suggestions (see Section 7).

IonCity is a tool that assists your decisions; it does not make them for you. The Service is designed so that no schedule is finalized, changed, or cancelled on an external calendar without your confirmation.

We may add, change, suspend, or remove features of the Service at any time. During the closed beta in particular, the Service is under active development and may change frequently.

2. Eligibility

To use the Service, you must:

• be at least 18 years old;
• have the legal capacity to enter into a binding contract with us; and
• not be barred from using the Service under the laws of the United States or any other applicable jurisdiction.

By using the Service, you represent and warrant that you meet these requirements. The Service is not directed to, and may not be used by, anyone under 18.

If you use the Service on behalf of an organization, you represent that you are authorized to bind that organization to these Terms, and “you” refers to both you and that organization.

3. Accounts

You sign in to IonCity using a third-party identity provider (for example, Google) through Firebase Authentication. You are responsible for:

• providing accurate information and keeping it current;
• maintaining the security of the account and credentials you use to access the Service; and
• all activity that occurs under your account.

Notify us promptly at support@ioncityapp.com if you believe your account has been accessed without your authorization. We are not liable for any loss arising from unauthorized use of your account that results from your failure to safeguard your credentials.

4. Closed Beta Terms

The Service is currently provided as a closed beta for testing and evaluation. The following terms apply while the Service is in beta and prevail over anything inconsistent elsewhere in these Terms:

• Pre-release software. The Service may contain bugs, errors, and inaccuracies, may be unstable, and may not operate as intended. Features may be added, changed, or removed without notice.
• No availability commitment. We do not promise that the Service will be available, uninterrupted, secure, or error-free during the beta. We may modify, suspend, or discontinue the Service (in whole or in part) at any time, with or without notice.
• Possible data loss. Your Intents, messages, and other data may be lost, corrupted, or deleted during the beta. Do not rely on the Service as your only record of important information. We strongly recommend keeping your own copy of anything you cannot afford to lose, and confirming important events directly in your calendar.
• Feedback. We welcome your feedback. See Section 10.
• Confidentiality of non-public information. If we share with you any non-public information about the Service (for example, unreleased features, roadmaps, or performance data that is marked, or that you would reasonably understand to be, confidential), you agree to keep it confidential and not to disclose it without our consent until we make it public.
• No fees during the beta. We currently provide the Service free of charge. We may introduce paid plans, usage limits, or other charges in the future; if we do, we will give you notice and an opportunity to review the applicable terms before any charge applies, and you will not be charged without your agreement.

5. Connecting Google Calendar and Other Third-Party Services

The Service works with your Google Calendar. When you connect your Google account, you authorize IonCity to access your Google Calendar data through Google’s OAuth process so that we can, on your behalf, read your existing calendars and events (to find available times, detect conflicts, and display your calendar) and create, update, or cancel events that you confirm. You can disconnect your Google Calendar at any time through the Service or in your Google account settings. Our access to and use of Google user data is described in, and limited by, our Privacy Policy and the Google API Services User Data Policy, including its Limited Use requirements.

Your use of Google services remains subject to Google’s own terms and privacy policy. The Service also depends on other third-party providers (for example, for hosting, database, email delivery, and AI processing). We are not responsible for third-party services, and your use of them may be subject to their terms. If a third-party service changes, becomes unavailable, or restricts our access, parts of the Service may stop working.

6. Your Content

“Your Content” means the information you submit to the Service — for example, the messages you type, the Intents you create, titles, topics, the people involved, locations, durations, time ranges, constraints, notes, your answers to the assistant’s questions, and your selections among proposed options.

You keep ownership of Your Content. You grant IonCity a worldwide, non-exclusive, royalty-free license to host, store, copy, process, transmit, and display Your Content, and to share it with our service providers (including AI providers and your connected calendar), solely as needed to operate, provide, secure, maintain, and improve the Service for you, and as otherwise described in our Privacy Policy. This license ends when Your Content is deleted from our systems, except for residual copies retained in backups for a limited period and any portions we are required to retain by law.

You are responsible for Your Content. You represent and warrant that:

• you have the rights necessary to submit Your Content and to grant the license above; and
• where Your Content includes information about other people (for example, meeting attendees or family members), you have any authority or consent needed for us to process that information to provide the Service to you, and your sharing of it does not violate their rights or any law.

Do not submit content that you do not have the right to share, that infringes others’ rights, or that is unlawful.

7. AI Features

The Service uses artificial intelligence and large-language-model technology — including models provided by third parties — to interpret your input, recognize scheduling intent, extract details, ask questions, propose candidate times, summarize the state of an Intent, and generate other responses. To do this, relevant parts of Your Content and connected-calendar information are sent to those AI providers, which process it to provide the feature. See our Privacy Policy for details, including the limits we place on those providers.

You acknowledge that AI output can be incomplete, inaccurate, or unsuitable, and may not reflect your full context. You are responsible for reviewing the assistant’s questions and suggestions and for confirming any time, change, or cancellation before it takes effect. Do not rely on the Service for decisions where an error would be costly without independently verifying the result. The Service is not a substitute for your own judgment, and we do not warrant that any suggestion is correct, optimal, or appropriate for your situation.

8. Acceptable Use

You agree not to, and not to attempt to or allow anyone else to:

• use the Service in violation of any law or regulation, or to infringe or misappropriate anyone’s rights;
• use the Service to collect, store, or process other people’s personal information without a lawful basis to do so;
• access the Service other than through the interfaces and instructions we provide; scrape, crawl, or harvest data from the Service; or use bots or automated means except as we expressly permit;
• probe, scan, or test the vulnerability of the Service, or breach or circumvent any security, authentication, rate-limiting, or usage-limit measures;
• reverse engineer, decompile, or disassemble any part of the Service, or attempt to derive its source code, except to the extent this restriction is prohibited by applicable law;
• copy, modify, distribute, sell, sublicense, or create derivative works of the Service or its software, except as expressly permitted;
• interfere with or disrupt the Service, the servers or networks that host it, or other users’ use of it, including by sending excessive requests, malware, or harmful code;
• impersonate any person or entity, or misrepresent your affiliation with anyone; or
• use the Service to build or train a competing product or service, or to benchmark it for that purpose, without our prior written consent.

We may investigate and take appropriate action — including removing content, limiting or suspending access, or terminating accounts — for any violation of these Terms or misuse of the Service.

9. Intellectual Property

The Service, including its software, design, text, graphics, and other content we provide (excluding Your Content), and the IonCity name and logo, are owned by IonCity or our licensors and are protected by intellectual-property and other laws. Subject to your compliance with these Terms, we grant you a limited, personal, non-exclusive, non-transferable, revocable license to access and use the Service for your own scheduling purposes. We reserve all rights not expressly granted. Nothing in these Terms transfers any ownership of the Service to you.

10. Feedback

If you send us feedback, suggestions, or ideas about the Service (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use and exploit the Feedback for any purpose, without restriction or compensation to you. Feedback is not confidential, and we are free to use it without obligation to you. Please do not send us Feedback that you expect to be kept confidential or that you do not have the right to give.

11. Privacy

Our Privacy Policy explains what information we collect, how we use and share it, and the choices you have. By using the Service, you acknowledge that we will collect, use, and share information as described in the Privacy Policy.

12. Termination

You may stop using the Service at any time. You can ask us to delete your account and associated data as described in the Privacy Policy and within the Service; after a 30-day grace period, your data is permanently deleted.

We may suspend or terminate your access to the Service, in whole or in part, at any time — with or without notice — including if we reasonably believe you have violated these Terms, if required by law, if your use poses a risk to us or others, or because we decide to discontinue the Service or the beta.

On termination, your license to use the Service ends. Sections 6, 9, 10, 13, 14, 15, 17, 18, and 19 (and any other provision that by its nature should survive) survive termination. Calendar events that we previously created and synced to your Google Calendar remain in your Google Calendar; terminating your IonCity account does not remove them.

13. Disclaimers

The Service is provided “as is” and “as available,” with all faults and without warranties of any kind. To the fullest extent permitted by law, IonCity and its suppliers and licensors disclaim all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from course of dealing or usage of trade.

Without limiting the foregoing, we do not warrant that: the Service will be uninterrupted, timely, secure, or error-free; the results obtained from the Service (including any AI-generated questions, suggestions, conflict detection, or summaries) will be accurate, complete, or reliable; any errors will be corrected; or the Service is free of harmful components. Any material you obtain through the Service is accessed at your own risk, and you are solely responsible for verifying and confirming any scheduling decision before it takes effect.

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

14. Limitation of Liability

To the fullest extent permitted by law:

• No indirect damages. IonCity and its suppliers and licensors will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or other intangible losses, or for the cost of substitute services, arising out of or relating to the Service or these Terms, even if we have been advised of the possibility of such damages.
• Liability cap. IonCity’s total liability for all claims arising out of or relating to the Service or these Terms will not exceed the greater of (a) the amounts you paid us for the Service in the 12 months before the event giving rise to the claim, or (b) US$100.
• These limitations apply regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and even if a remedy fails of its essential purpose.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above may not apply to you; in those cases, our liability is limited to the smallest extent permitted by law. Nothing in these Terms limits liability that cannot be limited under applicable law (for example, for fraud or willful misconduct, or, where applicable, for death or personal injury caused by negligence).

15. Indemnification

You agree to defend, indemnify, and hold harmless IonCity and its officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Your Content; (b) your use or misuse of the Service; (c) your violation of these Terms; or (d) your violation of any law or of any third party’s rights, including the privacy or other rights of people whose information you submit. We may assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with us. This Section does not apply to the extent a claim arises from our own breach of these Terms or our gross negligence or willful misconduct.

16. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice — for example, by posting the updated Terms at ioncityapp.com with a new “Last updated” date, by email, or through the Service. Changes are effective when posted unless we say otherwise. Your continued use of the Service after the changes take effect means you accept the updated Terms. If you do not agree, you must stop using the Service, and you may delete your account.

17. Governing Law and Disputes

These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of the State of California, without regard to its conflict-of-laws rules, and (to the extent applicable) the federal laws of the United States.

Informal resolution first. Before filing a claim, you agree to try to resolve the dispute informally by contacting us at support@ioncityapp.com and giving us 30 days to respond and attempt to resolve it in good faith.

Courts; venue. If we cannot resolve a dispute informally, you and IonCity agree that any lawsuit will be brought exclusively in the state or federal courts located in the State of California, and each party consents to the personal jurisdiction of, and venue in, those courts. Notwithstanding the foregoing, either party may bring a qualifying claim in small-claims court, and either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Jury trial waiver. To the extent permitted by law, you and IonCity each waive any right to a jury trial in any proceeding arising out of or relating to these Terms or the Service.

Time limit. To the extent permitted by law, any claim arising out of or relating to the Service or these Terms must be filed within one year after it arose; otherwise it is permanently barred.

This Section does not deprive you of the protection of any mandatory consumer-protection laws of your country of residence that cannot be derogated from by agreement.

18. General

• Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and IonCity about the Service and supersede any prior agreements on that subject.
• Severability. If any provision of these Terms is held unenforceable, that provision will be limited or removed to the minimum extent necessary, and the rest will remain in effect.
• No waiver. Our failure to enforce any provision is not a waiver of it.
• Assignment. You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign these Terms, including to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets. These Terms bind and benefit the parties’ permitted successors and assigns.
• No agency. These Terms do not create any partnership, joint venture, employment, or agency relationship between you and IonCity.
• Force majeure. We are not liable for any delay or failure to perform due to causes beyond our reasonable control.
• Notices. We may give you notices by email (to the address associated with your account), by posting on ioncityapp.com, or through the Service. You may give us notice at support@ioncityapp.com.
• Export and sanctions. You represent that you are not located in, and will not use the Service in, any country or region subject to comprehensive U.S. sanctions, and that you are not on any U.S. government restricted-party list.

19. Contact

IonCity, Inc.

Email: support@ioncityapp.com