Bearings · Legal

Terms of Service — Bearings SKU

Version 1.0Last updated 2026-08-07Effective 2026-08-14
These terms cover the Bearings analytical workspace product, sold either standalone ($1,999/seat/month) or as an add-on to a Portolan subscription (same seat price). They supplement the Portolan Terms of Service and take precedence for Bearings-specific commitments where the two overlap.

1. Subscription + billing

  • Bearings is priced at $1,999 per seat per month on a monthly or annual term (annual = 12× monthly with 2 months free per /pricing).
  • Seats are billed in advance for the term. Adding a seat mid-term is prorated; removing a seat takes effect at the next renewal.
  • Payment is processed via Stripe. Failure to collect a renewal payment moves the workspace to a suspended state after a 14-day grace period (workspace is read-only during grace; suspended workspaces block new writes and Navigator queries but preserve all data for 90 days).

2. Workspace lifecycle

A Bearings workspace moves through the following states, and this section governs what the customer + Nerdrums each do at each transition:

  • Active — normal operating state; all features available subject to role.
  • Suspended (payment failure, security incident, or policy violation) — read-only; no new Evidence, Judgments, Assets, or Navigator turns. Data preserved.
  • Archived (Owner-initiated) — read-only for 90 days; then eligible for deletion.
  • Deleted — all Evidence, derived artifacts, and workspace-scoped audit ledger purged within 30 days of deletion, per the Privacy Addendum. WORM-archived audit rows remain until their retention expiry.

3. Owner responsibilities

  • Every workspace has exactly one Owner. Owner is responsible for seat allocation, member roles, workspace settings, and for ensuring that Members comply with the Acceptable Use Policy.
  • Owner-transfer is a two-step confirmation flow with a 72-hour expiry window. During the window, both Owners retain administrative rights; on confirmation, the outgoing Owner steps down to Admin.
  • Owner is the primary billing contact and the default recipient of material notices under this Agreement and the Privacy Addendum.

4. Service commitments

  • Availability target: 99.5% monthly uptime for the API + Navigator paths, measured against the published status page. SLA credits (if any) are agreed in the enterprise order form; there is no automatic SLA credit on the standard monthly plan.
  • Support: business-hours support via the in-workspace support channel and support@nerdrums.com. On-call escalation is triggered by the Nerdrums on-call rotation when a P0 or P1 issue is observed.
  • Maintenance: planned maintenance windows are announced in-workspace at least 48 hours in advance where feasible. Emergency maintenance may occur without notice.

5. Customer content + licenses

  • Customer retains all ownership of content it uploads (Evidence, Hypotheses, Judgments, Intelligence Assets, Navigator prompts and outputs).
  • Customer grants Nerdrums a non-exclusive, limited license to process customer content solely as needed to deliver the Bearings service (extraction, chunking, embedding, Navigator retrieval, audit logging).
  • Nerdrums does NOT use customer content to train any model (Nerdrums-hosted or sub-processor-hosted). Nerdrums does NOT resell or share customer content with third parties except as needed to deliver the service (sub-processors listed in the Privacy Addendum §6).

6. Acceptable use

The Acceptable Use Policy is incorporated by reference into these Terms. Violations may result in suspension of the affected workspace, seat, or Member account. Serious violations (uploading classified material, uploading CUI/CDI/ITAR-controlled data, attempted security testing without authorization) may result in immediate termination without refund.

Bearings does NOT accept Controlled Unclassified Information (CUI), Controlled Defense Information (CDI), ITAR-controlled technical data, or classified information at MVP. Customer must not upload such content. Nerdrums cannot represent FedRAMP or CMMC authorization until such authorizations are publicly issued by the relevant authority.

7. Cancellation + refunds

  • Monthly plans may be cancelled at any time; the workspace remains active through the end of the current billing period, then transitions to Archived.
  • Annual plans are non-refundable for the current annual term except as required by law or as specifically agreed in an enterprise order form.
  • Customer may export raw evidence and workspace outputs before cancellation via the workspace admin export routes. After the Archived → Deleted transition (90 days), export is no longer possible.

8. Warranty + liability

Bearings is provided as is and as available. To the maximum extent permitted by law, Nerdrums disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Nerdrums' aggregate liability under this Agreement is limited to the fees paid by the customer to Nerdrums for the Bearings service in the 12 months preceding the event giving rise to the claim.

Nothing in this section limits liability that cannot be limited by law (e.g., liability for gross negligence, willful misconduct, or bodily injury). Nothing limits customer's obligation to pay fees due.

9. Governing law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. Disputes not resolved by good-faith negotiation between the parties will be resolved in the state or federal courts located in Delaware.

10. Changes

Material changes to these Terms are announced at least 30 days in advance via email to the workspace Owner and in-workspace notification. Continued use of Bearings after the effective date constitutes acceptance of the updated Terms.