Terms & Conditions

These Terms and Conditions (the “Terms”) govern your access to and use of Diurno HQ — Customer Intent Intelligence CRM (the “Service” or “Diurno HQ”), a business-to-business sales-intelligence platform provided by Diurno HQ (“Diurno HQ,” “we,” “us,” or “our”). By creating an account, by signing an order form or subscription agreement that references these Terms, or by otherwise accessing or using the Service, you (“Customer,” “you,” or “your”) agree to be bound by these Terms.

You represent that you are entering into these Terms on behalf of a business and that you are authorized to bind that business. If you do not agree to these Terms, or are not authorized to accept them, do not access or use the Service.

Where you and Diurno HQ sign an order form, statement of work, or subscription agreement, that document together with these Terms and our Privacy Policy forms the entire agreement between us regarding the Service. If a signed order form conflicts with these Terms, the order form controls for the subject it addresses.

The Service is offered solely to businesses that are located and operating in the United States. It is not directed to, intended for, or offered to individuals or entities located or operating outside the United States.

By accessing or using the Service, you represent and warrant that:

• you are a business (or an individual acting on behalf of a business) located and operating in the United States, and you are accessing the Service from within the United States;
• you are using the Service for internal business purposes, and not for personal, family, or household purposes;
• you are at least the age of majority in your jurisdiction and are able to form a legally binding contract; and
• you are authorized to accept these Terms for the organization on whose behalf you act.

The Service is not intended for consumers or for minors, and it is not designed to be used by individuals for personal purposes. We may restrict, suspend, or refuse access that we reasonably believe originates from, or is intended for use, outside the United States.

Diurno HQ researches third-party companies — the sales prospects and target accounts that you choose to monitor — using publicly available web sources, and organizes what it finds into a CRM-style workspace with buying signals, buying-committee mapping, and suggested outreach.

Every stored fact is linked to a public source. Each fact Diurno HQ records carries the public source URL it came from. Where Diurno HQ surfaces a claim it could not tie to a public source, that claim is labeled “needs verification” so that you can tell sourced facts from unverified ones at a glance.

The Service is a decision-support tool. It surfaces public evidence to inform your decisions; it does not make decisions for you, and it does not guarantee outcomes. We may change, improve, add, or remove features of the Service from time to time, and we will use reasonable efforts to avoid materially degrading the core functionality during a paid term.

To use the Service you must register an account and provide accurate, current, and complete information, including a name, a valid work email address, and your organization. You are responsible for keeping your account information up to date.

You are responsible for safeguarding your credentials and for all activity that occurs under your account. For your convenience, the Service stores an authentication token in your browser to keep you signed in; you are responsible for the security of the devices and browsers you use to access the Service. You must notify us promptly at contact@diurnohq.com if you become aware of any unauthorized use of your account or any other breach of security.

You are responsible for your users and for ensuring that everyone who accesses the Service through your account complies with these Terms.

The Service is provided on a subscription basis. We offer annual subscriptions and, where made available, month-to-month options. The specific plan, scope, fees, and billing cycle that apply to you are those described in the applicable order form or at the point of purchase.

We also offer fixed-scope, fixed-term pilot engagements. Where you convert a pilot into an annual subscription, the pilot fee is credited toward the annual contract, as described in the applicable order form. Nothing in these Terms fixes any particular price; pricing is set out at purchase and may change on renewal.

Pilot output guarantee. For the 90-day pilot, if the Service does not identify at least ten (10) qualified buying events across your monitored accounts during the pilot term, we will extend your monitoring for one additional 90-day period at no additional charge. A “qualified buying event” is a sourced buying signal (or combination of signals) surfaced by the Service that meets the scoring thresholds configured for your workspace. This guarantee is a service-output commitment only: it is your exclusive remedy for pilot output volume, and it is not a guarantee of meetings, opportunities, revenue, or any other business outcome (see “The intelligence is informational” below).

• Invoicing. Unless an order form states otherwise, fees are invoiced and no credit card is required to start. Invoiced amounts are due within the period stated on the invoice or order form.
• Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, and similar taxes, excluding taxes on our net income.
• Renewal. Unless an order form states otherwise, subscriptions renew for successive terms of the same length unless either party gives notice of non-renewal before the end of the then-current term. Renewal pricing may differ from the initial term.
• Non-refundable. Except where required by law or expressly stated in an order form, fees are non-cancellable and non-refundable once the term has begun.
• Late or non-payment. We may suspend the Service, and charge reasonable interest on overdue amounts, if fees are not paid when due.

You agree not to, and not to permit any user or third party to:

• scrape, crawl, spider, harvest, or otherwise extract data from the platform by automated means, except through features or an API that we expressly provide for that purpose;
• resell, sublicense, rent, lease, or otherwise redistribute the Service or the intelligence and data it generates as a data product or service to any third party;
• use the Service for any unlawful, infringing, defamatory, harassing, or fraudulent purpose, or in violation of any applicable law or regulation;
• use the Service, or any output of the Service, as a factor in establishing an individual’s eligibility for credit, insurance, employment, housing, or any other purpose regulated by the Fair Credit Reporting Act (FCRA) or similar laws (see Section 7 — the Service is not a consumer reporting agency and its outputs are not consumer reports);
• reverse engineer, decompile, or disassemble the Service, or attempt to derive its source code, except to the extent that restriction is prohibited by law;
• circumvent or disable any security, authentication, rate-limiting, or usage feature of the Service, or probe or test its vulnerability without authorization;
• interfere with or disrupt the integrity or performance of the Service, or introduce malicious code; or
• misrepresent your identity or affiliation, or upload to the Service any data that you do not have the right to provide.

When you use outputs of the Service for outreach or marketing, you are responsible for complying with all applicable laws governing those communications, including CAN-SPAM, the Telephone Consumer Protection Act (TCPA), and similar rules.

Diurno HQ is built on an ethos of honest sourcing, and we ask you to use it the same way. The Service aggregates publicly available information and applies automated research and artificial intelligence to it. Public information may be incomplete, out of date, or inaccurate, and automated systems and AI can make mistakes.

The intelligence the Service provides is for informational purposes only, and you must independently verify any fact before relying on or acting on it. To help you do that, every stored fact is linked to its public source, and any claim we could not source is labeled “needs verification.” Use the sources; do not treat an unverified signal as established fact.

The Service does not provide legal, financial, investment, tax, employment, or other professional advice. It is not a consumer reporting agency, and its outputs are not “consumer reports” under the FCRA; you may not use them for FCRA-regulated purposes. You are solely responsible for the decisions you make and the communications you send using the Service.

“Customer Data” means the data you provide to or enter into the Service, including your account and workspace configuration (such as your ideal-customer profile, personas, competitors, and target-account lists) and any CRM, pipeline, notes, contacts, and hand-entered signals you record in the Service.

You own and retain all rights to your Customer Data. You grant Diurno HQ a limited, non-exclusive license to host, store, process, and transmit your Customer Data solely to provide, secure, support, and improve the Service for you, and as otherwise permitted by our Privacy Policy.

Your Customer Data is kept private to your tenant. We do not pool your Customer Data into any shared corpus, and we do not disclose it to other customers. This includes the companies you choose to research or monitor (your targeting and interest), your notes, your hand-entered signals, and your CRM, pipeline, and contacts. The fact that you researched a given company is never revealed to any other customer. Section 9 and the Privacy Policy describe this boundary in more detail.

You are responsible for the accuracy, quality, and legality of your Customer Data and for your right to provide it to us.

To research third-party companies efficiently, Diurno HQ builds and maintains a shared corpus of public, web-sourced facts about third-party companies — for example, hiring signals, technologies in use, funding events, and public professional profiles — each tied to a public source. This corpus is cached and reused across customers to power research. Pooling a shared corpus of public company facts is standard practice for the sales-intelligence category.

The shared corpus contains only public facts about third-party companies. It never contains a customer’s private data. Your use of the Service does not contribute your Customer Data to the corpus, and nothing in these Terms grants you — or any other customer — any rights over another customer’s private data. In short: the corpus reuses public knowledge about the market; it never reuses your private knowledge about your pipeline.

The shared corpus, together with the software, models, aggregations, and derived data used to produce it, is and remains the property of Diurno HQ. Your subscription gives you access to research results through the Service, but does not give you any ownership of, or license to extract or redistribute, the corpus itself.

The Service, including its software, user interface, content (other than your Customer Data), and all related intellectual property, is owned by Diurno HQ and its licensors and is protected by law. Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during your subscription term for your internal business purposes.

If you provide suggestions, feedback, or ideas about the Service, you grant Diurno HQ a perpetual, irrevocable, royalty-free license to use them without restriction or obligation to you. All rights not expressly granted to you are reserved by Diurno HQ. Our names, logos, and marks may not be used without our prior written permission.

Each party may disclose confidential information to the other in connection with the Service. “Confidential Information” means non-public information disclosed by a party that is designated as confidential or that a reasonable person would understand to be confidential, including your Customer Data and our non-public product and pricing information.

The receiving party will use the disclosing party’s Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to its personnel and service providers who need it and are bound by similar obligations. Confidential Information does not include information that is or becomes public through no fault of the receiving party, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information if legally compelled, provided it gives reasonable notice where lawful.

We use third-party service providers to operate the Service, including AI research providers and cloud hosting, database, and infrastructure providers. These providers are described generically, and the current list is available on request, in our Privacy Policy.

The Service draws on publicly available third-party sources and may link to third-party websites. We do not control those sources or sites, and we are not responsible for their content, accuracy, availability, or practices. Links and sourced facts are provided so that you can verify information at its origin.

THE SERVICE, AND ALL INTELLIGENCE, DATA, AND OUTPUT IT PROVIDES, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DIURNO HQ DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE INTELLIGENCE OR DATA IS ACCURATE, COMPLETE, CURRENT, OR RELIABLE, THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT USING THE SERVICE WILL PRODUCE ANY PARTICULAR SALES, PIPELINE, OR BUSINESS RESULT. YOU USE THE INTELLIGENCE AT YOUR OWN RISK AND ARE RESPONSIBLE FOR VERIFYING IT BEFORE ACTING, AS DESCRIBED IN SECTION 7.

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, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DIURNO HQ’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID TO DIURNO HQ FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

You will defend, indemnify, and hold harmless Diurno HQ and its officers, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) your Customer Data, (b) your use of the Service and any decisions, outreach, or communications you make using it, (c) your violation of these Terms or of any applicable law, or (d) your infringement or misappropriation of any third party’s rights. We will provide you with reasonable notice of the claim and cooperate in the defense.

These Terms apply for as long as you use the Service and for the duration of any subscription term stated in an order form. Either party may terminate for the other party’s material breach that remains uncured thirty (30) days after written notice.

We may suspend or restrict your access, in whole or in part, if you fail to pay fees when due, if we reasonably believe your use poses a security risk or is unlawful or prohibited by these Terms, or if we reasonably believe your access originates from or is intended for use outside the United States. We will use reasonable efforts to give notice where practical.

On termination, your right to access the Service ends. For a limited period following termination, and on request, we will make your Customer Data available for export, after which we may delete it in accordance with our Privacy Policy. Provisions that by their nature should survive termination — including those on data rights, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and governing law — survive.

We may update these Terms from time to time. When we do, we will revise the “Last updated” date at the top of this page, and, for material changes, we will provide reasonable notice (for example, by email or an in-product notice). Changes take effect when posted unless we state otherwise. Your continued use of the Service after changes take effect constitutes your acceptance of the updated Terms; if you do not agree, you must stop using the Service.

These Terms are governed by the laws of the State of Texas, United States, without regard to its conflict-of-laws rules. You and Diurno HQ agree that the exclusive jurisdiction and venue for any dispute arising out of or relating to these Terms or the Service will be the state and federal courts located in the State of Texas, United States, and each party consents to personal jurisdiction there.

Consistent with Section 2, the Service is offered only to businesses located and operating in the United States, and these Terms are intended to be governed by United States law.

• Entire agreement. These Terms, together with any applicable order form and the Privacy Policy, are the entire agreement between you and Diurno HQ regarding the Service and supersede any prior agreements on that subject.
• Assignment. You may not assign these Terms without our prior written consent. We may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Severability and waiver. If any provision is held unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver of it.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
• Independent parties. The parties are independent contractors; these Terms create no partnership, agency, or employment relationship, and there are no third-party beneficiaries.
• Notices. We may provide notices to you by email or through the Service; you may provide notices to us at contact@diurnohq.com.
• Compliance and export. You will comply with applicable United States export, sanctions, and anti-corruption laws in your use of the Service.

Questions about these Terms can be sent to contact@diurnohq.com. We are happy to help clarify how the Service works and how these Terms apply to your business.