Last Updated: August 1st, 2023
Welcome to Dandelion Merger Sub II, LLC (“Diagram”, “we” or “our”) website. Please read these Terms of Service (the “Terms”) carefully because they govern your use of our website, including https://diagram.com/, https://automator.design/, https://magician.design/, and any other websites that we may later own or operate (each, a “Site,” and collectively, the “Sites”) and our products and services, including but not limited to our software (including as made available for download on third party websites such as https://www.figma.com/community), tools, data, and documentation ("Services").
1.Agreement to these Terms
By using the Services, you agree to be bound by these Terms. If you don’t agree to these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.
2.Changes to the Terms or Services
We may modify the Terms at any time, at our sole discretion. If we do so, we will let you know either by posting the modified Terms on the Site or through other communications. If you continue to use the Services after such a change, you are indicating that you agree to the modified Terms. We may also change or discontinue all or any part of the Services, at any time and without notice or liability, at our sole discretion.
3.1. Who may use the Services. You may only use the Services if you are old enough to consent (by yourself and not by a parent or guardian) to share your data under applicable law. For example, you must be 13 years or older under most United States’ law, or 16 years or older under California or European Union law.
3.2. Use Restrictions. Except as otherwise expressly authorized in these Terms, you will not, and will ensure your employees, contractors, and other persons associated with your Diagram account (“Authorized Users”) do not, and will not encourage or assist third parties to: modify, copy, prepare derivative works of, decompile, or reverse engineer any of the Services; remove any copyright or other proprietary notices from the Services; transfer the materials to another person or “mirror” the materials on any other server; knowingly or negligently use the Services in a way that abuses or disrupts our networks or Services; use the Services to transmit or publish any harassing, indecent, obscene, fraudulent, or unlawful material; use the Services in violation of any applicable laws or regulations; use the Services in conjunction with sending unauthorized advertising or spam; harvest, collect, or gather user data without the user’s consent; or use the Services in such a way that may infringe the privacy, intellectual property rights, or other rights of third parties.
3.3. Authorized Users; Accounts. As part of the registration process, you will identify an administrative username and password for your Diagram account. You represent and warrant that all registration information you provide is truthful, accurate, and complete, and that you will maintain the accuracy of such information. You are responsible and liable for maintaining control over your account, including the confidentiality of your username and password, and are solely responsible and liable for all activities that occur on or through your account and all Authorized Users’ accounts, whether authorized by you or not.
3.4. Feedback; Use Rights. We welcome feedback, comments, and suggestions (“Feedback”). As we need to be able to freely work with your Feedback to improve the Services, you hereby irrevocably transfer and assign all right, title, and interest (including all intellectual property rights, such as copyrights or trade secrets) in and to the Feedback, including any and all “moral rights” that you might have in such Feedback, and you hereby forever waive and agree never to assert any and all “moral rights” you may have in the Feedback. Additionally, Diagram will have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services, and related systems and technologies, and Diagram will be free (during and after the term) to use such data and information, as well as any Content (as defined below) to maintain, improve, and enhance any Services, and comply with applicable laws. This may include using the Content to train, test, and improve our machine learning models. If you do not want your Content to be used for this purpose, you may opt out by contacting firstname.lastname@example.org with your organization ID. Please note that opting out may limit the ability of the Services to better address your specific use case.
3.5. Ownership of Content. You may submit input to the Services ("Input") and receive results or generated responses that are developed by you using the Services ("Output"). Both Input and Output are considered "Content". You are responsible for the Input you submit, including making sure that it does not violate any laws or these Terms. As between the parties, Diagram owns all right, title, and interest in the Services, you retain ownership of all Input, and you own all right, title, and interest in the Output, subject to your compliance with these Terms and to the extent permitted by applicable law. Except as expressly set forth in these Terms, each party retains all right, title, and interest in and to its intellectual property rights. All rights not expressly granted are reserved, and no license, covenant, immunity, transfer, authorization, or other right will be implied, by reason of statute, estoppel, or otherwise, under these Terms.
3.6. Non-Exclusivity of Output. The Output generated by the Services may not be unique and may be the same or similar to the Output generated for other users. Responses that are generated for other users are not considered your Content.
3.7. Copyright Complaints. If you believe that your intellectual property rights have been infringed by any Content on the Services, please notify Diagram using the contact information provided below.
Dandelion Merger Sub II, LLC.
228 Park Avenue South PMB 81556 New York, NY 10003 email@example.com
3.8. Accuracy of Materials. The materials appearing on our Services are not comprehensive and are for general information purposes only. Diagram does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on the Services, or otherwise relating to such materials or on any resources linked to the Services.
3.9. Links. Diagram has not reviewed all the sites linked to its Services and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement, approval, or control by Diagram of the site. Use of any such linked site is at your own risk and we strongly advise you make your own investigations with respect.
4.1. License to Services. Subject to the terms and conditions of these Terms, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable license worldwide (with the exception of (i) jurisdictions that are embargoed or designated as supporting terrorist activities by the United States Government and (ii) jurisdictions whose laws do not permit engaging in business with Diagram or use of the Services) for you to access and use the Services for your internal business or personal purposes, depending on your subscription type.
We have discontinued all paid products.
6.1. Confidential Information. We (the “Discloser”) have disclosed or may disclose proprietary or non-public business, technical, financial, or other information (“Confidential Information”) to you (the “Recipient”). Our Confidential Information expressly includes non-public information regarding features, functionality, and performance of the Services, including security related information.
6.2. Obligations. The Recipient will use the Discloser’s Confidential Information only for the purpose of evaluating whether or not to use (or continue to use) the Services. The Recipient will not disclose the Discloser’s Confidential Information to parties other than the Recipient’s employees, contractors, affiliates, agents, or professional advisors (“Representatives”) who need to know it and who have a legal obligation to keep it confidential. The Recipient will ensure that its Representatives are subject to no less restrictive confidentiality obligations than those herein. Notwithstanding the foregoing, the Recipient may disclose the Discloser’s Confidential Information: (a) if directed by Discloser; or (b) to the extent required by applicable legal process, provided that the Recipient uses commercially reasonable efforts to (i) promptly notify the Discloser in advance, to the extent permitted by law, and (ii) comply with the Discloser’s reasonable requests regarding its efforts to oppose the disclosure. The obligations set forth herein will survive for so long as these Terms are in effect between the parties and for five years thereafter.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE TERMS, THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND AND WITHOUT ANY PERFORMANCE OBLIGATIONS. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
ANY DATA CUSTOMER ENTERS INTO THE SERVICES MAY BE PERMANENTLY LOST UNLESS CUSTOMER EXPORTS SUCH DATA.
You will indemnify and hold harmless Diagram and its officers, directors, employees, and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services; (ii) your User Content; or (iii) your violation of these Terms.
9.1. NEITHER DIAGRAM, FIGMA, INC., NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES (“SUPPLIERS”) WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DIAGRAM HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
9.2. IN NO EVENT WILL DIAGRAM OR SUPPLIERS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO DIAGRAM IN THE PRECEDING TWELVE MONTHS FOR THE SERVICES, OR IF YOU HAVE NOT HAD ANY SUCH PAYMENT OBLIGATIONS, ONE HUNDRED UNITED STATES DOLLARS ($100).
9.3. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY DIAGRAM TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 9 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS.
10.1. Diagram Right to Terminate. We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice or liability to you.
10.2. Your Right to Terminate. You may cease use of the Services at any time. You may also cancel your Diagram account at any time by sending an email to firstname.lastname@example.org.
10.3. Upon any termination, discontinuation, or cancellation of Services or your Diagram account, the following provisions of these Terms will survive: Service Terms; Confidentiality; provisions related to permissions to access Content (to the extent applicable); Warranties and Disclaimers; Indemnity; Limitations of Liability; Termination; and the Miscellaneous provisions under Section 11. Furthermore, we may remove or delete your Content within a reasonable period of time after the termination or cancellation of Services or your Diagram account.
11.2. Force Majeure. Diagram will not be liable for or be considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond its reasonable control, so long as it uses commercially reasonable efforts to avoid or remove those causes of non-performance. If Diagram believes in good faith that it is legally prohibited from providing you or your Authorized Users with the Services, we may freeze your account and/or cancel your subscription at Diagram’s sole discretion.
11.3. Notices. Any notices or other communications provided by Diagram under these Terms, including those regarding modifications to these Terms, will be given by Diagram: (i) via e-mail; or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
11.4. Severability. The invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision hereof and it is the intent and agreement of the parties that these Terms will be deemed amended by modifying such provision to the extent necessary to render it valid, legal, and enforceable while preserving its intent or, if such modification is not possible, by substituting another provision that is legal and enforceable and that achieves the same objective.
11.5. Assignment. These Terms (and your access to any of the Services) are not assignable or transferable by you without our prior written consent. Any purported assignment in violation of this section is null and void.
11.6. Service Providers. For the avoidance of doubt, Diagram may engage third parties as service providers to the Services.
11.7. No Partnership. No agency, partnership, joint venture, or employment is created as a result of these Terms, and neither party has any authority of any kind to bind the other party in any respect whatsoever.
11.8. Governing Law. These Terms of Service are governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. You irrevocably submit to the exclusive jurisdiction of the state or federal courts located in the State of New York.
Previous Terms of Service Versions
December 29, 2021
February 23, 2023