Terms of Service

These Terms of Service ("Terms") govern your access to and use of the Agimus Platform and related services (collectively, the "Services") provided by Agimus Technologies, Inc. ("Agimus," "we," "us," or "our"), a Delaware corporation with offices at 1272 Shelby Creek Lane, San Jose, CA 95120.

By accessing or using the Services, you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

1. Definitions

"Authorized Users" means your employees, contractors, and agents who are authorized by you to access and use the Services.

"Customer Data" means any data, content, or information that you or your Authorized Users submit, upload, transmit, or otherwise make available through the Services.

"Customer Ontology" means data models, ontologies, and structures created by you through the Services.

"Documentation" means our standard user guides and technical documentation for the Services, as updated from time to time.

"LLM Services" means the large language model and artificial intelligence capabilities provided through the Services.

"Platform" means Agimus's proprietary data platform.

2. Services

2.1 Access to Services

Subject to your compliance with these Terms and payment of applicable fees, we will provide you with access to the Services. We will use commercially reasonable efforts to make the Services available in accordance with these Terms.

2.2 Data Connectivity and Storage

You may connect the Platform to your data sources as permitted by the Services. We will process and store your Customer Data, including converting data to optimized formats and storing such data in cloud storage infrastructure. Your Customer Ontology will be stored by us in object storage as part of the Services. We maintain commercially reasonable physical and electronic safeguards to protect Customer Data and Customer Ontology.

2.3 Modifications to Services

We may modify or update the Services from time to time, provided that such modifications do not materially reduce the overall functionality of the Services during your subscription term.

2.4 Continuity of Service

In the event that Agimus ceases operations or files for bankruptcy, and subject to applicable bankruptcy laws and you being current on all payment obligations, we will provide you with:

• Ninety (90) days' prior written notice (if commercially practicable)
• Access to Customer Data and Customer Ontology for extraction

This license does not include source code, does not permit modification or reverse engineering, and does not include any maintenance, support, or updates. Certain functionality dependent on third-party services may not be available without separate arrangements.

3. Your Responsibilities and Restrictions

3.1 Authorized Use

You agree to:

• Comply with these Terms and all applicable laws in your use of the Services
• Be responsible for all activities of your Authorized Users
• Use commercially reasonable efforts to prevent unauthorized access to or use of the Services
• Promptly notify us of any unauthorized access or use

3.2 Data Source Access

You are responsible for:

• Providing us with necessary access credentials and permissions to connect to your data sources
• Ensuring you have all necessary rights and consents to provide Customer Data to us
• The accuracy and quality of your Customer Data

3.3 Restrictions

You will not, and will not permit any Authorized User to:

• License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit or make the Services available to any third party
• Modify, adapt, or create derivative works of the Services or Platform
• Reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code or underlying algorithms of the Services (except to the extent prohibited by applicable law)
• Access the Services for purposes of building a competitive product or service
• Remove, obscure, or alter any proprietary rights notices on the Services
• Interfere with or disrupt the integrity or performance of the Services
• Attempt to gain unauthorized access to the Services or related systems
• Use the Services to transmit any viruses, worms, malware, or other harmful code
• Use the Services in any manner that violates applicable laws, regulations, or third-party rights
• Use the Services to process, store, or transmit any data that infringes third-party intellectual property rights or violates applicable privacy laws

4. Fees and Payment

4.1 Payment Terms

You will pay all fees specified in your subscription plan. All fees are due within thirty (30) days of the invoice date unless otherwise specified. All payments are non-refundable except as expressly provided in these Terms.

4.2 Taxes

All fees are exclusive of taxes, duties, and levies. You are responsible for all sales, use, VAT, and other taxes (excluding taxes based on our net income) associated with your purchase of Services.

4.3 Late Payment

If you fail to pay any fees when due, we may charge interest on overdue amounts at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less, and suspend access to the Services until payment is received.

4.4 Fee Changes

We may increase fees for any renewal subscription term by providing at least sixty (60) days' advance written notice.

5. Intellectual Property Rights

5.1 Agimus IP

We own and retain all right, title, and interest in and to the Services and Platform, including all software, technology, algorithms, Documentation, and all improvements, enhancements, and modifications thereto. You do not acquire any rights in the Services or Platform except the limited access rights expressly granted in these Terms.

5.2 Your IP

You own and retain all right, title, and interest in and to your Customer Data and Customer Ontology.

5.3 License to You

Subject to your compliance with these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable license during your subscription term to:

• Access and use the Services and Documentation
• Permit Authorized Users to access and use the Services and Documentation
• Develop, deploy, and use Customer Ontology on the Platform and outside of the platform for your internal business purposes

5.4 License to Agimus

You grant us a non-exclusive, worldwide, royalty-free license during your subscription term to host, store, process, and transmit your Customer Data and Customer Ontology as necessary to provide the Services.

5.5 Feedback

If you provide us with any suggestions, ideas, or feedback regarding the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such feedback into the Services without any obligation to you.

6. Confidentiality

6.1 Confidential Information

"Confidential Information" means all non-public information disclosed by one party to the other that is marked as confidential or would reasonably be considered confidential under the circumstances. Our Confidential Information includes the Services, Platform technology, pricing, and business plans. Your Confidential Information includes your Customer Data and non-public business information.

6.2 Obligations

Each party will:

• Use Confidential Information only for purposes of exercising its rights or performing its obligations under these Terms
• Protect Confidential Information using at least the same degree of care it uses for its own confidential information of similar nature, but no less than reasonable care
• Not disclose Confidential Information to any third party except to employees, contractors, and advisors who have a legitimate need to know and are bound by confidentiality obligations

6.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known without restriction prior to disclosure; (c) is independently developed without use of or reference to the Confidential Information; or (d) is rightfully obtained from a third party without breach of any confidentiality obligation.

7. Data Security and Privacy

7.1 Security Measures

We implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data from unauthorized access, destruction, use, modification, or disclosure.

7.2 Data Processing

We will process Customer Data only as necessary to provide the Services and as otherwise instructed by you in accordance with these Terms. To the extent we process personal data subject to GDPR or other applicable data protection laws, we will execute a data processing addendum incorporating standard contractual clauses as required by applicable law.

7.3 Security Incidents

We will notify you without unreasonable delay after becoming aware of any unauthorized access to, or acquisition, disclosure, or loss of Customer Data. We will investigate security incidents and take reasonable steps to remediate the cause.

7.4 Data Location

Customer Data may be processed and stored in the United States or other jurisdictions where we or our service providers maintain facilities.

7.5 Subprocessors

We may use third-party service providers to process Customer Data, including cloud infrastructure and LLM providers. We maintain a list of current subprocessors available upon request. We will provide notice of any new subprocessors at least ten (10) days prior to such subprocessor processing Customer Data. We remain liable for the acts and omissions of our subprocessors.

7.6 Your Responsibilities

You are responsible for proper configuration of access controls and security settings within the Services, protecting the security of Authorized User credentials, and ensuring your use of the Services complies with applicable data protection and privacy laws.

7.7 Data Deletion

You may delete Customer Data through the Services at any time. Upon deletion, we will permanently delete such data from our systems without undue delay, except as required by applicable law.

8. Warranties and Disclaimers

8.1 Mutual Warranties

Each party represents and warrants that it has the legal power and authority to enter into these Terms and that these Terms constitute a valid and binding obligation.

8.2 Your Warranties

You represent and warrant that you have all necessary rights and consents to provide Customer Data to us and grant the rights in these Terms, that your Customer Data and use of the Services will not violate any applicable law or third-party rights, and that you will comply with all applicable laws.

8.3 Our Warranty

We warrant that the Services will perform materially in accordance with the Documentation.

8.4 Disclaimer

Except as expressly provided above, the Services are provided "as is" and "as available." To the maximum extent permitted by law, we disclaim all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that the Services will be uninterrupted or error-free, will meet your requirements, that any errors will be corrected, or that the Services will be available at any particular time or location.

We make no representations or warranties regarding the accuracy, completeness, or reliability of any output from LLM Services, the availability or performance of third-party LLM providers, or any results obtained from use of the Services.

9. Limitation of Liability

9.1 Exclusion of Damages

To the maximum extent permitted by law, in no event will either party be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunities, whether arising out of contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damages.

9.2 Liability Cap

To the maximum extent permitted by law, our total aggregate liability arising out of or related to these Terms will not exceed the amounts paid or payable by you to us in the twelve (12) months immediately preceding the event giving rise to liability.

9.3 Exceptions

The limitations above do not apply to: (a) either party's indemnification obligations; (b) your payment obligations; (c) your breach of the restrictions or intellectual property provisions; or (d) either party's gross negligence or willful misconduct.

10. Indemnification

10.1 Exclusions

We have no obligation for claims arising from: (a) your modification of the Services; (b) your combination of the Services with third-party products or data; (c) your use of the Services in violation of these Terms; (d) your Customer Data or (e) your continued use after being notified of allegedly infringing activity and provided with modifications that would avoid the infringement.

10.2 Your Indemnification

You will defend us against any claim brought by a third party arising from your Customer Data, your use of the Services in violation of these Terms, or your violation of applicable laws, and will indemnify us from any damages, costs, and attorneys' fees finally awarded or agreed to in settlement, provided that we promptly notify you in writing of the claim, grant you sole control of the defense and settlement (provided you may not settle without our prior written consent unless the settlement unconditionally releases us of all liability), and provide reasonable cooperation.

11. Term and Termination

11.1 Term

These Terms commence when you first access the Services and continue until terminated. Each subscription term will continue for the period specified in your subscription plan.

11.2 Renewal

Unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current subscription term, your subscription will automatically renew for successive periods equal to the initial subscription term (or one year, whichever is shorter).

11.3 Termination for Cause

Either party may terminate these Terms if the other party materially breaches and fails to cure such breach within thirty (30) days after receiving written notice, or becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.

11.4 Termination for Convenience

You may terminate these Terms for convenience upon thirty (30) days' written notice, provided that you will remain responsible for all fees for the remainder of the then-current subscription term.

11.5 Suspension

We may suspend your access to the Services if: (a) your account is more than thirty (30) days overdue; (b) your use of the Services poses a security risk or could damage our systems or other customers; or (c) you violate the restrictions in Section 3.3. We will use commercially reasonable efforts to provide advance notice when practicable.

11.6 Effect of Termination

Upon termination:

• All licenses granted to you will immediately terminate
• You will immediately cease all use of the Services
• You will pay all outstanding fees due through the end of the then-current subscription term
• Each party will return or destroy all Confidential Information of the other party (except one archival copy for legal compliance)
• We will make Customer Data available for download for thirty (30) days following termination, after which we may delete Customer Data

11.7 Survival

The following sections will survive termination: Restrictions (Section 3.3), Payment Terms (for amounts accrued), Intellectual Property Rights (Section 5), Confidentiality (Section 6), Disclaimer (Section 8.4), Limitation of Liability (Section 9), Indemnification (Section 10), Effect of Termination (Section 11.6), and General Provisions (Section 12).

12. General Provisions

12.1 Entire Agreement

These Terms, together with your subscription plan, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

12.2 Amendments

We may modify these Terms by providing notice at least thirty (30) days prior to the effective date. Your continued use of the Services after the effective date constitutes acceptance. If you do not agree to the modifications, you may terminate in accordance with Section 11.4.

12.3 Assignment

Neither party may assign these Terms without the other party's prior written consent, except that either party may assign without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void.

12.4 Force Majeure

Neither party will be liable for any failure or delay in performance (except for payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, war, pandemic, government actions, or failures of internet or telecommunications infrastructure.

12.5 Independent Contractors

The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship.

12.6 Notices

All notices must be in writing and will be deemed given: (a) when delivered personally; (b) when sent by confirmed email; (c) one business day after deposit with a nationally recognized overnight courier; or (d) five days after mailing by certified or registered mail.

Notices to Agimus must be sent to:

12.7 Waiver

No waiver of any provision will be effective unless in writing and signed by the party against whom the waiver is sought. No failure or delay in exercising any right or remedy will constitute a waiver.

12.8 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

12.9 Governing Law and Venue

These Terms will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles. Each party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for any dispute arising out of or relating to these Terms.

12.10 Dispute Resolution

Before initiating litigation, the parties agree to attempt in good faith to resolve any dispute through negotiation between executives with authority to settle the dispute. Either party may initiate the negotiation process by providing written notice. The parties will meet within fifteen (15) days of such notice and attempt to resolve the dispute.

12.11 Equitable Relief

Each party acknowledges that a breach of the restrictions, intellectual property rights, or confidentiality provisions may cause irreparable harm for which monetary damages are an inadequate remedy. Accordingly, either party may seek injunctive or other equitable relief for any actual or threatened breach without proving actual damages or posting a bond.

12.12 Export Compliance

You will comply with all applicable export and import laws and regulations in your use of the Services. You represent that you are not located in, or a national or resident of, any country subject to a U.S. government embargo or designated as a "terrorist supporting" country, and are not on any U.S. government list of prohibited or restricted parties.

12.13 Government End Users

If you are a U.S. government entity or use of the Services is for the U.S. government, the Services are "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. §12.212, and use, reproduction, and disclosure are governed by these Terms.