Terms of Service

1. Agreement to these terms

1.1 These Terms

These Terms of Service (“Terms”) govern access to and use of the Agimus website at agimus.ai (the “Website”) and the Agimus platform at app.agimus.ai (the “Platform”), as further defined in Section 2. Both are provided by Agimus Technologies, Inc., a Delaware corporation based in Palo Alto, California. In these Terms, “Agimus”, “we”, “us” and “our” mean Agimus Technologies, Inc.

1.2 Who these Terms apply to

If you use the Platform, “you” and “Customer” mean the company or other entity that signs an Order Form or creates an account to use the Platform, and all of these Terms apply. If you only visit the Website, “you” means you as an individual, and only Sections 1, 2, 3, 12, 13.3, 15 and 17 apply.

1.3 Acceptance

You accept these Terms by signing an Order Form that refers to them, by clicking to accept them, or by using the Website or the Platform. If you accept these Terms for a company or other entity, you represent that you have authority to bind it. If you do not agree to these Terms, do not use the Website or the Platform.

1.4 Signed agreements

If you have signed an Order Form or another written agreement with us that covers the Platform, that document controls where it conflicts with these Terms. If a separate signed agreement covers your use of the Platform in full, it applies instead of these Terms.

2. Definitions

Capitalized terms used in these Terms have the following meanings.

“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a party. “Control” means owning more than 50% of an entity’s voting interests.

“Agreement” means these Terms, each Order Form and any Data Processing Addendum between you and us.

“AI Features” means features of the Platform that use machine learning models to generate content, such as assistants that help build ontologies and pipelines or answer questions about data.

“Beta Features” means features we label as beta, preview, early access or similar.

“Customer Data” means the data, files and other content that you or your Users submit to the Platform, or that the Platform collects from Third-Party Services at your direction. It includes the ontologies, data models, pipelines and applications you create in the Platform, and Inputs and Outputs. It does not include Usage Data.

“Data Processing Addendum” means a data processing addendum signed by you and us that governs our processing of personal data contained in Customer Data.

“Documentation” means the user guides and technical documentation for the Platform that we make available to you, as we update them from time to time.

“Fees” means the fees stated in an Order Form.

“Inputs” means content that you or your Users submit to an AI Feature. “Outputs” means content that an AI Feature generates in response.

“Order Form” means an ordering document for the Platform that refers to these Terms and is signed by you and us.

“Platform” means the Agimus data platform, including its web application, API, software development kits, the Agimus MCP server and AI Features. It does not include Third-Party Services.

“Subscription Term” means the period stated in an Order Form during which you may use the Platform, including any renewals.

“Third-Party Services” means products, services, systems and data that we do not provide and that you use with the Platform. They include the business systems you connect as data sources, code repositories, and the applications and AI tools you connect through API keys or the Agimus MCP server.

“Usage Data” means data about the operation and use of the Platform, such as logs, performance data, feature usage and configuration settings.

“Users” means your and your Affiliates’ employees and contractors whom you authorize to use the Platform, and the service accounts you create for API access.

“Website” means agimus.ai and its pages, other than the Platform.

3. Using the Website

3.1 Use of the Website

You may view and use the Website to learn about Agimus and to contact us. We may change, suspend or remove any part of the Website at any time without notice.

3.2 Website restrictions

When using the Website, you must not:

• interfere with or disrupt the Website or the servers that host it, including through automated requests that place an unreasonable load on it
• try to gain unauthorized access to the Website or to any system connected to it
• send malware or other harmful code through the Website
• use the contact form to send spam or unlawful content
• use the Website in violation of any law
• use our names, logos or trademarks without our written permission
• copy or republish Website content for commercial purposes without our written permission

3.3 Information you send us

If you contact us through the Website’s contact form or by email, we handle the personal information you provide as described in our Privacy Policy. Do not send confidential information through the Website. Information you send through the Website is not Confidential Information under Section 11 unless a signed agreement between us says otherwise.

3.4 Links to other websites

The Website may link to websites and services run by others. We do not control them and are not responsible for their content or practices. A link does not mean that we endorse the linked site.

3.5 Website content

Website content is for general information only. It may be incomplete or out of date, and we may change it without notice. Website content is not part of the Agreement unless an Order Form says so. The disclaimer in Section 13.3 and the limits in Section 15 apply to the Website.

4. Access to the Platform

4.1 Access

During the Subscription Term, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform and the Documentation for your internal business purposes, under the Agreement and within any limits stated in your Order Form.

4.2 Users and accounts

You may allow your Users to use the Platform for your benefit. You are responsible for your Users, for their compliance with the Agreement, and for all activity under your accounts. You decide which Users can access which data through the roles, groups and permissions in the Platform, and you are responsible for how you configure them.

4.3 Credentials and API keys

You must keep passwords, API keys and other credentials for the Platform secure and must not share them outside your organization. An API key has the access you assign to its service account. You are responsible for all use of your API keys, including by the applications and AI tools you connect with them. You must revoke any credential that may have been exposed, and notify us promptly at contact@agimus.ai if you become aware of unauthorized access to your accounts.

4.4 Support

We provide support for the Platform as described in your Order Form. You can reach us at contact@agimus.ai. A service level commitment applies only if your Order Form includes one.

4.5 Changes to the Platform

We update the Platform from time to time. We do not make changes that materially reduce the core functionality of the Platform during a Subscription Term.

4.6 Trials and Beta Features

We may offer free trials of the Platform or access to Beta Features. Their use is at your option. Trials and Beta Features are provided “as is”, without any warranty, support, service level or indemnity, and we may change or end them at any time. A trial ends at the end of its stated period unless you sign an Order Form. To the extent the law allows, we have no liability arising from trials or Beta Features.

5. Restrictions

You must not, and must not allow anyone else to:

• sell, resell, sublicense, rent, lease or otherwise make the Platform available to anyone other than your Users, unless an Order Form allows it
• copy, modify or create derivative works of the Platform
• reverse engineer, decompile or disassemble the Platform, or try to derive its source code, except to the extent the law allows this despite this restriction
• use the Platform to build a competing product or service, or copy its features or user interface
• publish benchmark or performance tests of the Platform without our written consent
• get around usage limits, access controls or security measures, or access accounts or data you are not authorized to access
• run security scans, penetration tests or load tests against the Platform without our written consent
• interfere with or disrupt the Platform or the systems that run it
• upload or transmit malware or other harmful code
• use the Platform in violation of any law or of anyone else’s rights, including privacy and intellectual property rights
• remove or obscure any proprietary notices on the Platform

Section 16.5 describes our right to suspend access for a breach of this Section 5.

6. Customer Data and Usage Data

6.1 Ownership of Customer Data

As between you and us, you own Customer Data. We obtain no rights in Customer Data except those granted in the Agreement.

6.2 Our use of Customer Data

You grant us and our subprocessors a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit and display Customer Data only as needed to provide, secure and support the Platform for you, to prevent or address technical or security problems, and to comply with law.

6.3 Your responsibilities for Customer Data

You are responsible for Customer Data, including its accuracy, quality and legality. You represent that you have all rights, consents and permissions needed to provide Customer Data to us, to connect the Third-Party Services you use with the Platform, and to allow us to process Customer Data under the Agreement.

6.4 Sensitive data

You must not submit protected health information subject to HIPAA unless we have signed a business associate agreement with you. You must not submit payment card data subject to the PCI Data Security Standard. For other data that is subject to special legal requirements, you are responsible for deciding whether the Platform’s security measures meet those requirements before you submit it.

6.5 Usage Data

We collect Usage Data when the Platform is used. We use it to operate, secure, support and improve our products and services. We disclose Usage Data to third parties, other than our service providers, only in aggregated or de-identified form that does not identify you or your Users.

7. Security and data protection

7.1 Security measures

We maintain administrative, physical and technical safeguards designed to protect the security, confidentiality and integrity of Customer Data. Our Security page describes these safeguards. We do not materially reduce them during a Subscription Term.

7.2 Security incidents

If we become aware of unauthorized access to, or loss or disclosure of, Customer Data in our systems, we notify you without undue delay. We give you the information you reasonably need about the incident, and we take reasonable steps to contain it and address its cause.

7.3 Personal data

If Customer Data includes personal data, the Data Processing Addendum applies to our processing of it. To put a Data Processing Addendum in place, contact us at contact@agimus.ai. Our Privacy Policy describes how we handle personal information that we collect through the Website and for our own business purposes, such as account and billing contacts.

7.4 Subprocessors

We use subprocessors to provide the Platform, including our cloud hosting provider and the providers of the models used by AI Features. We are responsible for our subprocessors’ performance of our obligations under the Agreement. Our Security page lists our current subprocessors.

7.5 Data location

We host Customer Data in the European Union unless an Order Form says otherwise. Some subprocessors, including AI model providers, process Customer Data in other countries, including the United States. Where the law requires, those transfers are covered by the safeguards in the Data Processing Addendum.

8. AI Features

8.1 Inputs and Outputs

Inputs and Outputs are Customer Data. As between you and us, you own them.

8.2 Accuracy of Outputs

Outputs are generated by machine learning models. They may be inaccurate or incomplete. You are responsible for reviewing Outputs and deciding whether they are suitable before you rely on them.

8.3 Model providers

AI Features use models from third-party providers, which act as our subprocessors. We do not use Customer Data, including Inputs and Outputs, to train AI models, and we do not permit our model providers to do so.

8.4 Your own AI tools

AI tools and applications that you connect to the Platform through API keys or the Agimus MCP server are Third-Party Services, and Section 9 applies to them. You are responsible for how they use the Customer Data they retrieve.

9. Third-Party Services

9.1 Use of Third-Party Services

You may use Third-Party Services with the Platform. They are not part of the Platform. Your use of a Third-Party Service is governed by your terms with its provider. We do not warrant or support Third-Party Services.

9.2 Data you exchange with them

When you connect a Third-Party Service to the Platform, you direct us to exchange Customer Data with it as needed for that connection. We are not responsible for how the provider of a Third-Party Service accesses, uses, changes or discloses Customer Data.

9.3 Availability

If a provider stops making its service available for use with the Platform on reasonable terms, we may stop supporting that Third-Party Service.

10. Fees and payment

10.1 Fees

You pay the Fees stated in each Order Form. Unless the Order Form says otherwise, Fees are stated and paid in US dollars. Payment obligations are non-cancellable, and Fees paid are non-refundable, except as the Agreement provides.

10.2 Invoicing and payment

We invoice Fees as stated in the Order Form. You pay each invoice within 30 days of the invoice date unless the Order Form says otherwise.

10.3 Late payment

Overdue amounts accrue interest at 1.5% per month, or the highest rate the law allows if that is lower, from the due date until paid. Section 16.5 describes suspension for non-payment.

10.4 Disputed amounts

If you dispute an invoice in good faith, notify us in writing before its due date and pay the undisputed amount. The parties work together in good faith to resolve the dispute. We do not charge interest on, or suspend access for, an amount under good-faith dispute.

10.5 Taxes

Fees do not include taxes. You pay all sales, use, value-added, withholding and similar taxes on the Fees, other than taxes on our net income. If we are required to collect a tax, we add it to your invoice unless you give us a valid exemption certificate.

10.6 Renewal pricing

We may change the Fees for a renewal term by notifying you at least 60 days before the current Subscription Term ends.

11. Confidentiality

11.1 Confidential Information

“Confidential Information” means non-public information that one party (the “discloser”) gives the other (the “recipient”) in connection with the Agreement, and that is marked confidential or that a reasonable person would understand to be confidential. Your Confidential Information includes Customer Data. Our Confidential Information includes non-public parts of the Platform and the Documentation. The terms of each Order Form are the Confidential Information of both parties.

11.2 Obligations

The recipient must use the discloser’s Confidential Information only to exercise its rights and perform its obligations under the Agreement. It must protect that information with at least the care it uses for its own confidential information of a similar kind, and never less than reasonable care. It may share the information only with its and its Affiliates’ employees, contractors and advisors who need to know it for the Agreement and who are bound by confidentiality obligations at least as protective as this Section 11. The recipient is responsible for their compliance.

11.3 Exceptions

Confidential Information does not include information that:

• is or becomes public through no fault of the recipient
• the recipient knew, without a duty of confidentiality, before receiving it from the discloser
• the recipient receives lawfully from a third party without a duty of confidentiality
• the recipient develops independently, without using the discloser’s Confidential Information

11.4 Disclosure required by law

The recipient may disclose Confidential Information when required by law or court order. Where the law allows, it must notify the discloser in advance and give reasonable help, at the discloser’s cost, if the discloser seeks to limit the disclosure. It may disclose only the part that is legally required.

11.5 Return or destruction

When the Agreement ends, or on the discloser’s request, the recipient must return or destroy the discloser’s Confidential Information. The recipient may keep copies that the law requires it to keep or that are held in routine backups, and this Section 11 continues to apply to them. Section 16.7 governs the export and deletion of Customer Data.

12. Intellectual property

12.1 Our rights

We and our licensors own all rights in the Platform, the Website, the Documentation and Usage Data, and in all related technology, including any improvements to them. Our names, logos and product names are our trademarks. We reserve all rights not expressly granted in the Agreement. No license is granted by implication.

12.2 Feedback

If you or your Users give us suggestions or other feedback about our products or services, we may use it for any purpose without restriction or obligation to you.

13. Warranties and disclaimers

13.1 Mutual warranties

Each party warrants that it has the legal power and authority to enter into the Agreement.

13.2 Platform warranty

We warrant that during the Subscription Term the Platform performs materially as described in the Documentation. If it does not, you must notify us in writing and describe the problem. We then use commercially reasonable efforts to correct it. If we do not correct it within 30 days of your notice, either party may terminate the affected Order Form, and we refund any prepaid Fees for the remainder of its Subscription Term. These are your only remedies for breach of this warranty. This warranty does not apply to trials, Beta Features, Outputs, Third-Party Services, or problems caused by use of the Platform in breach of the Agreement.

13.3 Disclaimer

Except as expressly stated in the Agreement, the Website, the Platform, Outputs and any related services are provided “as is” and “as available”. To the fullest extent the law allows, we and our licensors disclaim all other warranties, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranties arising from course of dealing or usage of trade.

We do not warrant that the Website or the Platform will be uninterrupted or error-free, that Outputs will be accurate or complete, or that the Platform will work with any Third-Party Service.

14. Indemnification

14.1 Our indemnity

We defend you and your Affiliates against any third-party claim alleging that the Platform, as we provide it, infringes or misappropriates that third party’s intellectual property rights. We pay any damages and costs finally awarded against you on that claim, or agreed in a settlement we approve.

14.2 Exclusions

Section 14.1 does not apply to a claim that arises from:

• Customer Data or Third-Party Services
• use of the Platform combined with products, services, data or processes that we did not provide, where the claim would not exist without the combination
• changes to the Platform that we did not make
• use of the Platform in breach of the Agreement
• trials or Beta Features
• continued use of the Platform after we notify you of a change or alternative that would avoid the claim

14.3 Remedies for infringement claims

If the Platform is, or in our opinion is likely to become, the subject of a claim under Section 14.1, we may: (a) obtain the right for you to keep using it; (b) modify it so that it no longer infringes, without materially reducing its functionality; or (c) if neither option is commercially reasonable, terminate the affected Order Form and refund any prepaid Fees for the remainder of its Subscription Term.

14.4 Your indemnity

You defend us and our Affiliates against any third-party claim arising from: (a) Customer Data, including a claim that it infringes or violates a third party’s rights or applicable law; or (b) your or your Users’ use of the Platform in breach of Section 5 or of applicable law. You pay any damages and costs finally awarded against us on that claim, or agreed in a settlement you approve.

14.5 Procedure

The party seeking a defense must notify the other party of the claim promptly in writing, give it sole control over the defense and any settlement, and cooperate reasonably at the defending party’s expense. A delay in notice reduces the defending party’s obligations only to the extent the delay harms the defense. The defending party may not settle a claim in a way that admits fault by, or imposes obligations other than payment on, the other party without that party’s written consent. The other party may take part in the defense with its own counsel at its own cost.

14.6 Exclusive remedy

This Section 14 states each party’s entire liability, and the other party’s exclusive remedy, for the third-party claims it covers.

15. Limitation of liability

15.1 Excluded damages

To the fullest extent the law allows, neither party is liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill or data, or for the cost of substitute goods or services, arising out of or related to the Agreement, the Website or the Platform. This applies under any theory of liability, even if the party was told that such damages were possible.

15.2 Liability cap

To the fullest extent the law allows, each party’s total liability arising out of or related to the Agreement is limited to the Fees paid and payable by you under the Agreement in the 12 months before the event that gave rise to the liability. This limit applies to all claims combined, under any theory of liability.

15.3 Website

To the fullest extent the law allows, if you use only the Website and have no Order Form with us, our total liability arising out of or related to the Website is limited to $100.

15.4 Exceptions

Sections 15.1 and 15.2 do not limit: (a) your obligation to pay Fees; (b) either party’s defense and payment obligations under Section 14; (c) liability for your breach of Section 5, or for either party’s infringement or misappropriation of the other party’s intellectual property rights; (d) liability for gross negligence, willful misconduct or fraud; or (e) liability that cannot be limited under applicable law.

16. Term, termination and suspension

16.1 Term of the Agreement

The Agreement starts on the date you accept these Terms under Section 1.3. It continues until all Subscription Terms and trials have ended.

16.2 Renewal

Each Order Form states its Subscription Term. Unless the Order Form says otherwise, a Subscription Term renews automatically for the length of the expiring term or 12 months, whichever is shorter, unless either party gives notice of non-renewal at least 30 days before the term ends.

16.3 Termination for cause

Either party may terminate the Agreement, or an affected Order Form, by notice to the other party if the other party: (a) commits a material breach of the Agreement that remains uncured 30 days after written notice of the breach; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or becomes the subject of bankruptcy, receivership or similar proceedings that are not dismissed within 60 days.

16.4 Fees on termination

If you terminate for our breach under Section 16.3, we refund any prepaid Fees for the remainder of the Subscription Term after the termination date. If we terminate for your breach under Section 16.3, you pay any unpaid Fees for the remainder of the Subscription Term. Termination does not relieve you of the obligation to pay Fees owed for the period before termination.

16.5 Suspension

We may suspend your access to all or part of the Platform if: (a) an undisputed amount is more than 30 days overdue and you do not pay it within 10 days after we notify you; or (b) we reasonably believe that your or a User’s use of the Platform breaches Section 5, threatens the security or operation of the Platform, or may expose us or others to harm or liability. For a suspension under (b), we give you notice in advance where practicable and limit the suspension to what is needed to address the issue. We restore access promptly once the cause is resolved.

16.6 Effect of termination

When the Agreement or an Order Form ends, your right to use the Platform under it ends, and you must stop using the affected parts of the Platform. Section 16.7 applies to Customer Data.

16.7 Export and deletion of Customer Data

You may export Customer Data at any time during the Subscription Term through the Platform’s API and software development kits. For 30 days after the Agreement ends, we give you access to the Platform on written request so that you can export Customer Data. After that period, we delete Customer Data from the Platform, or sooner if you ask us to in writing. Copies in our backups are deleted as those backups expire on their regular schedule. We may keep Customer Data where the law requires us to, and Section 11 continues to apply to it.

16.8 Survival

Sections 6.3, 10 (for amounts owed), 11, 12, 13.3, 14, 15, 16.4, 16.6, 16.7, 16.8 and 17 survive the end of the Agreement, together with any other provision that by its nature should survive.

17. General terms

17.1 Governing law and courts

California law governs the Agreement and any dispute arising out of or related to it, the Website or the Platform, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The state and federal courts located in Santa Clara County, California have exclusive jurisdiction over any such dispute, and each party consents to their jurisdiction. Either party may ask any court with jurisdiction for an injunction or other equitable relief to protect its intellectual property rights or Confidential Information.

17.2 Notices

Notices under the Agreement must be in writing and may be sent by email. Send notices to us at contact@agimus.ai. We send notices to you at the email address in your Order Form or, if there is none, the email address of your account administrator. We may also give notices about the Platform within the Platform. A notice sent by email is received on the next business day after it is sent.

17.3 Changes to these Terms

We may update these Terms. We post the updated Terms on this page and change the “Last updated” date. If a change is material, we notify Customers by email or in the Platform before it takes effect. For Customers, updated Terms apply from the start of the next Subscription Term or the date of a new Order Form, whichever comes first, unless you agree in writing to an earlier date. For use of the Website alone, updated Terms apply from the date they are posted.

17.4 Assignment

Neither party may assign the Agreement without the other party’s prior written consent. Either party may assign the Agreement without consent, with notice to the other party, to a successor in a merger, acquisition or reorganization, or to the buyer of all or most of its assets. Any other attempted assignment is void. The Agreement binds and benefits the parties’ permitted successors and assigns.

17.5 Force majeure

Neither party is liable for a delay or failure to perform caused by events beyond its reasonable control, such as natural disasters, epidemics, war, terrorism, labor disputes, government action, or internet or utility failures. This Section 17.5 does not excuse payment obligations.

17.6 Export controls and sanctions

Each party complies with the export control and sanctions laws that apply to it, including those of the United States. You represent that you and your Users are not located in, or ordinarily resident in, a country or region subject to comprehensive US sanctions, and are not on any US government list of restricted or prohibited parties. You must not use the Platform, or give access to it, in breach of those laws.

17.7 Publicity

We may identify you as a customer, including by name and logo, on the Website and in our marketing materials. You may ask us to stop at any time by writing to contact@agimus.ai. Any other public statement about our relationship, such as a press release or case study, requires your prior written consent.

17.8 Relationship of the parties

Each party is an independent contractor. The Agreement does not create a partnership, joint venture, agency, fiduciary or employment relationship. There are no third-party beneficiaries of the Agreement.

17.9 Waiver and severability

A failure or delay in enforcing any part of the Agreement is not a waiver. A waiver is effective only if it is in writing and signed by the party giving it. If a court finds any provision unenforceable, that provision is enforced to the maximum extent possible and the rest of the Agreement remains in effect.

17.10 Entire agreement and order of precedence

The Agreement is the entire agreement between the parties about its subject and replaces all prior and contemporaneous agreements, proposals and discussions about it. Except as Section 17.3 allows, any amendment must be in writing and signed by both parties. If the following documents conflict, they apply in this order: (a) an Order Form, for the Platform it covers; (b) the Data Processing Addendum; (c) these Terms; (d) the Documentation. Terms in any purchase order, vendor registration form or supplier portal do not apply, even if we accept or sign them.

17.11 US government end users

The Platform and Documentation are “commercial computer software” and “commercial computer software documentation” provided under 48 C.F.R. 12.212 and, for Department of Defense users, 48 C.F.R. 227.7202. US government end users receive only the rights granted to all other customers under the Agreement.

17.12 Interpretation

Headings are for convenience only. “Including” and similar words mean “including without limitation”.