Terms of Service

1. Definitions

1.1 "Software" means Agentum, including all source code, binaries, configuration files, scripts, and documentation delivered to you by Provider.

1.2 "Services" means the Dedicated Support Period, Basic Support, and any Guided Launch onboarding session described in Section 3.

1.3 "Dedicated Support Period" means at least the three (3) calendar months following delivery of the Software to you.

1.4 "Basic Support" means lightweight support made available after the Dedicated Support Period, subject to Provider's then-current support channels, availability, and reasonable limits.

1.5 "Third-Party Services" means APIs, services, or products provided by third parties (including but not limited to Anthropic, Google, and other vendors) that the Software interacts with or relies upon.

2. License Grant

2.1 Subject to your payment of the Fee and your compliance with this Agreement, Provider grants you a perpetual, non-exclusive, non-transferable, non-sublicensable license to (a) install and operate the Software on computers owned or controlled by you; (b) modify, extend, and create derivative works of the Software for your own internal use; and (c) retain the Software indefinitely.

2.2 Updates. While Provider continues developing Agentum and makes updates available to customers, Provider will make those updates available to you at no additional Provider subscription fee.

2.3 You may not (i) resell, redistribute, sublicense, or otherwise commercially exploit the Software or any derivative work; (ii) remove or obscure any proprietary notices in the Software; or (iii) use the Software to provide services to third parties without Provider's prior written consent.

2.4 Provider retains all right, title, and interest in and to the Software, including all intellectual property rights therein. No rights are granted by implication or estoppel.

3. Services

3.1 Self-Install. Provider will deliver the Software and setup materials so you can install it on one (1) computer owned or controlled by you.

3.2 Dedicated Support Period. During the Dedicated Support Period, Provider will provide email onboarding support to assist you with setup, configuration, and reasonable troubleshooting. Provider aims to respond within two (2) to three (3) days, with most responses within twenty-four (24) hours. Live video or audio sessions are provided only as part of Guided Launch (Section 3.3). Support is limited to the Software itself and does not include Third-Party Services, hardware, your network, or issues arising from modifications made by you or third parties.

3.3 Guided Launch Onboarding. If you purchase Guided Launch, Provider will conduct one (1) private teaching and onboarding session of approximately one (1) hour, covering installation guidance, onboarding, your first agent, basic troubleshooting, and guidance on extending the Software.

3.4 After Dedicated Support. After the Dedicated Support Period, Provider will make Basic Support available and may offer additional paid support packages. Basic Support does not include guaranteed response times, video or audio calls, custom implementation work, or urgent troubleshooting unless separately agreed.

4. Fees and Payment

4.1 The fee for Core Launch is Nine Hundred Ninety-Nine US Dollars ($999 USD). The fee for Guided Launch is One Thousand Seven Hundred Ninety-Nine US Dollars ($1,799 USD). The package amount you select is the "Fee," payable in advance and in full via the payment method provided by Provider.

4.2 All Fees are non-refundable except as required by applicable law.

4.3 You are solely responsible for all applicable taxes, duties, and similar governmental charges.

4.4 Any custom Agentum Device is a separate hardware purchase, if offered and selected. Estimated timing and pricing, including H1 2027 shipping and an approximate $999 hardware price, are non-binding until confirmed in a separate order or invoice.

5. Third-Party Services and Costs

5.1 The Software requires Third-Party Services to function. You are solely responsible for (a) obtaining your own accounts and API credentials with such third-party providers, (b) complying with their terms of service and acceptable use policies, and (c) paying all fees charged by such providers. Provider has no liability for any Third-Party Service or any cost associated therewith.

6. Customer Obligations

6.1 You are solely responsible for reviewing, approving, and overseeing any automated action taken by the Software on your behalf, including but not limited to the sending of emails, the scheduling of events, the posting of messages, and any interaction with third parties.

6.2 You are solely responsible for compliance with all laws and regulations applicable to your use of the Software, including without limitation data protection, anti-spam, communications, and consumer protection laws.

6.3 You agree not to use the Software in any manner that is unlawful, fraudulent, harmful, deceptive, or that infringes or interferes with any third party's rights.

6.4 You are responsible for maintaining the security of the computer on which the Software is installed and the credentials used with the Software.

7. Warranty Disclaimer

7.1 The Software and Services are provided "as is" and "as available," without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, title, and accuracy. Provider does not warrant that the Software will be uninterrupted, error-free, or secure, or that any output will be correct, complete, or suitable for your purpose.

7.2 The Software incorporates artificial intelligence and large language model technologies, which may produce incorrect, incomplete, biased, or unexpected results. You acknowledge and accept these inherent risks.

8. Limitation of Liability

8.1 To the maximum extent permitted by applicable law, Provider's total aggregate liability to you for all claims arising out of or relating to this Agreement, the Software, or the Services, whether in contract, tort (including negligence), strict liability, or any other legal theory, is limited to the amount you actually paid to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

8.2 In no event will Provider be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, even if Provider has been advised of the possibility of such damages.

8.3 The limitations in this Section 8 apply regardless of whether any limited remedy fails of its essential purpose.

9. Indemnification

9.1 You agree to indemnify, defend, and hold harmless Provider and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your use or misuse of the Software; (b) your breach of this Agreement; (c) your violation of any applicable law or the rights of any third party; or (d) any action taken by the Software on your behalf or at your direction.

10. Term and Termination

10.1 This Agreement is effective upon your purchase of Agentum and continues perpetually with respect to your license to the Software, unless terminated as provided herein.

10.2 The Dedicated Support Period automatically ends at the end of that period. Basic Support may continue after the Dedicated Support Period, subject to Section 3.4.

10.3 Provider may terminate this Agreement and your license immediately upon written notice if you materially breach any term of this Agreement and fail to cure such breach within fifteen (15) days after receiving written notice.

10.4 Upon termination of the license, you must cease all use of the Software and destroy or remove all copies in your possession or control.

10.5 The following Sections survive termination: 2.3, 2.4, 4.2, 5, 6, 7, 8, 9, 10.4, 11, 12, and 13.

11. Confidentiality

11.1 Each party may receive confidential information from the other in connection with this Agreement. Each party agrees to (a) use such confidential information only for purposes of performing under this Agreement, and (b) protect such confidential information with the same degree of care it uses to protect its own confidential information of similar sensitivity, and in no case less than reasonable care. This Section does not apply to information that is publicly available through no fault of the receiving party or was independently developed.

12. Governing Law and Dispute Resolution

12.1 This Agreement is governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.2 Any dispute arising out of or relating to this Agreement will be resolved by binding arbitration administered in San Jose, California under the Commercial Arbitration Rules of the American Arbitration Association (AAA), except that either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property rights.

12.3 You and Provider each agree to bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.

13. General

13.1 Entire Agreement. This Agreement is the entire agreement between the parties on this subject and supersedes all prior agreements, discussions, and understandings.

13.2 Assignment. You may not assign this Agreement without Provider's prior written consent. Provider may assign this Agreement freely, including in connection with a merger, acquisition, or sale of assets.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force.

13.4 Waiver. No waiver of any right or obligation is effective unless in writing and signed by the waiving party.

13.5 Notices. Notices to Provider will be sent to the email address identified in Provider's communications to you in connection with this Agreement. Notices to you will be sent to the email address you provided at purchase.

13.6 No Agency. The parties are independent contractors. No partnership, joint venture, employment, or agency relationship is created by this Agreement.

13.7 Force Majeure. Neither party is liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, governmental action, labor conditions, earthquakes, floods, or disruption of the internet or third-party services.

13.8 Feedback. Any feedback, suggestions, or ideas you provide to Provider regarding the Software may be used by Provider without obligation or compensation to you.