Terms of Service

1The agreement

These Terms of Service (the Terms) are a binding agreement between you and Agonic AI Inc., a Delaware corporation doing business as Agonic AI, with its principal place of business at 2261 Market Street STE 97515, San Francisco, CA 94114 (“Agonic”, “we”, “us”, “our”).

They govern your access to and use of our website, the Agonic application and workspaces, the agent runtime, compute and node coordination, our clients and APIs, and everything else we offer (together, the Service). You agree to these Terms when you click to accept them or complete another clear acceptance flow we provide. Merely browsing the public Site does not accept these Terms. If you do not agree, do not create an account or use the Product.

Our Privacy Policy explains how we handle personal information. It is a privacy notice rather than part of these Terms, except to the extent a separate written agreement expressly incorporates it.

Section 19 replaces the arbitration provisions for residents of British Columbia, Alberta, and Ontario.

If you are using Agonic for an organization

If you accept these Terms on behalf of a company or other entity, you represent that you have authority to bind it, and “you” means that entity. Where an organization has a workspace, its administrators control the workspace, its settings, its members’ access, and the content within it — including content you contribute. If we have a separate written agreement with your organization, that agreement controls where it conflicts with these Terms.

2Eligibility and accounts

The Product beta is offered only to approved users who are ordinarily resident in and use the Product from California, British Columbia, Alberta, or Ontario (the Supported Territory). An organization may authorize Product users only in the Supported Territory unless Agonic signs a separate written agreement addressing another location. The Site may remain viewable elsewhere, but the Product is not offered there.

The Product is offered solely for internal business or professional use, not for personal, family, or household use. By accepting these Terms, you represent that you are acting for a business or other organization, or in connection with your own trade or profession. Nothing in this paragraph waives a statutory protection that applicable law makes non-waivable.

• You must be at least 18 years old and able to form a binding contract. The Service is not offered to anyone previously removed from it, or to anyone barred under applicable law.
• You represent that you and the Product users you invite satisfy the Supported Territory restriction, and you will notify us before allowing access from another location.
• You must provide accurate account information and keep it current.
• You are responsible for your credentials and for everything that happens under your account. Enable multi-factor authentication where offered, and tell us promptly at support@agonicai.com if you suspect unauthorized use.
• Do not share your account, and do not let anyone else use your credentials.
• Access to the beta may be granted by access code or invitation. Access codes are personal to you and must not be transferred or published.

3The Service, and its beta status

We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service in accordance with these Terms, for your internal business purposes. We reserve all rights not expressly granted.

We may set and enforce reasonable limits on use — request rates, storage, compute, agent concurrency, recording length — and change them as the Service develops.

4Your content

Your Content means everything you or your collaborators submit to or generate through the Service: messages, documents, files, code, tasks, prompts and instructions, meeting recordings and transcripts, measurement and job data, customer-visible agent execution traces and trace artifacts, and agent outputs produced for you.

Protected Content means (a) content you or your collaborators submit, upload, connect, record, or otherwise supply to the Service, including code, documents, files, messages, prompts, instructions, recordings, transcripts, measurements, proprietary data, file paths, credentials, secrets, and tool input or result values; and (b) any portion of an agent output, trace, error message, or other record that reproduces or reveals that material. A raw or full agent trace is Protected Content because it may embed those materials.

4.1  Ownership

As between you and Agonic, you own Your Content. We claim no ownership in it. Agonic owns Improvement Data properly created in accordance with section 4.3 and the generalized evaluations, prompts, tools, routing, orchestration, models, and other Service improvements produced from it. Improvement Data is not Your Content, but it may not contain or be used to reconstruct Protected Content.

4.2  The licence you give us

You grant Agonic a worldwide, non-exclusive, royalty-free, sublicensable licence to host, store, copy, transmit, display, index, cache, back up, format, and otherwise process Your Content only as reasonably necessary to provide, secure, support, and troubleshoot the Service for you, exercise our rights under these Terms, and comply with law — for example transcribing a recording you asked to have transcribed or passing context to a model so an agent can answer. While a valid Improvement Authorization is in effect, this licence also permits us to process new activity from the authorized workspace to derive Improvement Data within the strict limits of section 4.3. The sublicence right allows the service providers described in our Privacy Policy to perform those functions for the Service.

The licence ends when you delete the content or close your account, except that it continues for (a) content we are required to retain by law or to preserve for a legal claim, and (b) residual copies in routine backups until those age out on their normal cycle. Neither exception permits us to use the content for anything other than the obligation that triggered it. Properly created Improvement Data and aggregate metrics that no longer contain Protected Content are not deleted with the source content and may continue to be used under section 4.3.

We select business offerings and settings intended to prevent our model and transcription providers from training on Protected Content sent to them to provide the Service, although limited provider retention for security or abuse monitoring may apply as described in the Privacy Policy.

4.3  Improving the Service

Improvement Data is a content-sanitized record derived from use of the Service. It may include generic agent and tool categories and order, argument data types and counts rather than names or values, timing and token measurements, outcome and error categories rather than raw messages, retry patterns, routing choices, performance measurements, and non-content feedback labels. It excludes Protected Content, raw or full traces, direct account and customer identifiers, customer-defined agent and tool names, tool argument values and result payloads, model output text, raw error strings, recordings and transcripts, credentials, and secrets.

Improvement Authorization means a separate, affirmative opt-in made through a Product control, order form, or written agreement by a workspace administrator authorized to act for your organization. Accepting these Terms or merely using the Service is not an Improvement Authorization. By providing one, your organization represents that it has authority to authorize the covered processing and has provided all notices and obtained all consents for which it is responsible. We will obtain any additional direct consent applicable law requires. The authorization is optional, is not a condition of beta access, and may be withdrawn prospectively at any time as described in the Privacy Policy.

While a valid Improvement Authorization is in effect, we may process new full traces from the authorized workspace through automated filters and, where reasonably necessary, limited review by authorized personnel to create or validate Improvement Data. During that process the trace remains Protected Content and is subject to our confidentiality, access, and retention limits. We do not place Protected Content or raw or full content-bearing traces into generalized training, evaluation, or regression datasets.

We may use properly created Improvement Data to measure usage and reliability, diagnose patterns, plan capacity, create evaluation and regression datasets, and evaluate, train, fine-tune, or improve prompts, tool definitions, routing, orchestration, models, and other Service components. Before generalized training or evaluation, we aggregate or de-identify Improvement Data so that it is no longer reasonably linkable to a person or customer, and we apply safeguards designed to prevent reconstruction of Protected Content. Withdrawal of an Improvement Authorization stops use of new covered activity; Improvement Data that remains reasonably linkable is then deleted or de-identified within a reasonable implementation period. Withdrawal does not require us to reverse properly created aggregate or de-identified results, completed evaluations, or model parameters. The Privacy Policy describes these limits.

4.4  Your responsibilities for content

• You represent that you have all rights necessary to submit Your Content and to grant the licence above, and that Your Content and our permitted handling of it do not violate any law or third-party right.
• You are responsible for the legality of what you record, upload, and connect — including obtaining consents and giving notices the law requires.
• Do not submit personal information of categories you are not permitted to process, and do not submit protected health information, payment card data, or government identifiers unless we have agreed in writing to receive them. The Service is not designed or certified for those categories.

4.5  Monitoring and processing for safety

To operate the Service, keep it secure, enforce these Terms, comply with law, and, where a valid Improvement Authorization is in effect, derive Improvement Data within the strict limits of section 4.3, we may access, scan, and process content and communications transmitted through the Service — including automated detection of malware, spam, fraud, abuse, and unlawful material. You acknowledge and agree to that access and processing as described here and in the Privacy Policy. We do not access the contents of your communications except for these purposes, for the operational reasons described in the Privacy Policy, or where the law permits or requires it.

4.6  Deletion and export

You may use available Product controls or ask us to delete or export Your Content, subject to applicable law and workspace permissions. Customer-visible agent traces may remain stored in an active workspace until the customer deletes them; they are not subject to the 90-day limit for residual operational copies. This retention choice does not create an uptime, preservation, or backup guarantee. If the customer deletes a trace or closes the workspace, deletion follows the criteria in our Privacy Policy. Where you are a member of an organization’s workspace, that organization controls the content in it.

5Acceptable use

You may not, and may not permit anyone or any agent acting for you to:

• break the law, infringe anyone’s rights, or help someone else do either;
• access or attempt to access any system, account, network, data, or device without authorization — including using Agonic agents, compute, or nodes to scan, probe, brute-force, or attack anything you do not own or have written permission to test;
• upload or distribute malware, or use the Service to build, stage, or deliver it;
• reverse engineer, decompile, or attempt to derive source code from the Service, except where that restriction is unenforceable by law;
• resell, sublicense, or provide the Service to third parties as a service bureau, or use the Service or its output to build, train, fine-tune, evaluate, benchmark, or deploy a competing product or service;
• circumvent rate limits, quotas, access controls, permission scopes, or usage restrictions, including by automating account creation;
• use the Service to generate or distribute material that sexually exploits minors, incites violence, harasses, or unlawfully discriminates;
• misrepresent an agent’s output as human-authored where doing so would deceive someone to their detriment;
• scrape or systematically extract the Service’s content or interfaces except through documented APIs; or
• interfere with the Service’s integrity, security, or availability, or with other users’ use of it.

We may investigate suspected violations and take proportionate action, including removing content, revoking grants, suspending agents or accounts, and reporting to law enforcement where warranted.

6Recording meetings

The Service can record and transcribe meetings. Whether and when to do that is your decision, and the legal consequences of that decision are yours.

You will also make sure participants know how the recording and transcript will be used, stored, and shared, and you will honor any participant’s request to stop recording or to have a recording deleted where the law gives them that right. You indemnify us for claims arising from recordings you initiate, as set out in section 17.

7Agents, automation, and outputs

Agonic runs software agents that act on your behalf: they read context, call tools, schedule compute, operate connected resources, and produce output. This is the point of the product, and it carries responsibilities.

7.1  You are responsible for your agents

Activity performed through an agent you admit, direct, configure, or grant access to is treated as activity under your account for purposes of these Terms. You are responsible for the scopes you grant, the systems you let agents reach, and reviewing consequential changes they make to code, data, infrastructure, instruments, or third-party services.

Using Agonic does not by itself authorize an agent to enter a contract, accept third-party terms, transfer money, purchase goods or services, waive a right, or make another legal commitment for you. An agent may take such an action only if you have separately authorized the specific capability and the action is permitted by the connected service. Keep a human approval step for any action with legal, financial, safety, or similarly significant consequences.

7.2  Externally hosted agents

You may admit agents you or a third party independently operate. Content within a granted scope leaves our control when it reaches such an agent, and the operator’s terms govern what happens to it. We are not responsible for an independently supplied agent. If Agonic supplies a third-party agent as part of the hosted Service, its data handling will be described in the Privacy Policy or a separate written agreement.

7.3  Outputs

• As between you and Agonic, you own the output agents generate for you, subject to the rights of third parties whose material may be involved.
• Output can be wrong. Generative systems produce plausible text and actions that may be inaccurate, incomplete, outdated, or unsafe. You must review output before relying on it, and you must not use it as a substitute for professional judgement in legal, medical, financial, safety, or engineering decisions.
• Output is not advice from us. Nothing an agent or model produces through the Service constitutes advice from Agonic of any kind, professional or otherwise — legal, medical, financial, tax, safety, or engineering. You are responsible for human oversight of the agents you run and for any decision or action taken on the basis of their output.
• Output is not unique. Others may receive similar or identical output, and we make no representation that output is original or non-infringing.
• You are responsible for verifying that your use of output complies with the law and with any third-party terms that apply to the systems your agents touch.

7.4  High-risk uses

The Service is not designed for, and you must not use it in, circumstances where failure could lead to death, personal injury, or severe environmental or property damage — including the operation of life-support systems, medical devices, aircraft or vehicle control, critical infrastructure control, or weapons systems. Where you connect physical instruments or laboratory hardware, you are responsible for independent safety interlocks and for supervising physical operations.

8Connected resources, nodes, and compute

• Authority to connect. You represent that you own, or have permission to connect and permit automated use of, every machine, cluster, instrument, repository, account, and service you connect to Agonic.
• Nodes run on your machines. An Agonic Node is software you install and operate on hardware you control. You are responsible for its security, for the local policy you configure, for the capabilities you expose, and for physical safety where it drives equipment. Local enforcement is a boundary you configure; it is not a guarantee we make.
• Your infrastructure costs are yours. Compute, storage, egress, and third-party charges incurred on your own accounts or hardware — including work your agents schedule — are your responsibility. Set your own limits; we do not cap third-party spending on your behalf.
• Revocation. You may revoke a grant or unpair a node at any time. Revocation is forward-looking and does not undo work already performed.
• Our compute. Where we provide compute, we may impose quotas and may schedule, queue, preempt, or relocate work to keep the Service running.

9Third-party services

The Service can connect to third-party products, model providers, repositories, and externally hosted agents. Those connections are made at your direction, under scopes you approve, and are governed by the third party’s own terms and privacy policy. We do not control third-party services, do not endorse them, and are not responsible for their availability, security, accuracy, or acts and omissions. If a third party changes or withdraws its service, the corresponding Agonic feature may stop working.

Open-source components. Parts of the Agonic software — including components you install and run yourself, such as node software — are distributed under open-source licences. Your rights in that software, as distinct from the hosted Service, are governed by the applicable open-source licence, and nothing in these Terms limits any right expressly granted to you under it. These Terms govern the hosted Service we operate, not instances of open-source components you or a third party run independently.

10AI usage charges

We do not charge a separate fee for access to the platform during this beta. We may charge for AI Use: use of Agonic-hosted or third-party AI models and transcription services, measured by tokens, requests, audio minutes, model time, credits, or another usage unit clearly disclosed before purchase or use.

Before we charge you for AI Use, or enable AI Use that will create a charge payable by you, an authorized user or organization administrator must affirmatively accept an order form, plan page, or rate schedule that identifies the applicable price, usage unit, billing frequency or invoicing basis, and any credit, expiration, cancellation, or refund terms. These Terms alone do not authorize a charge, and we do not impose charges retroactively.

You are responsible for chargeable AI Use generated by users and agents operating under your account or workspace. If a plan renews automatically or includes a recurring commitment, its renewal term, price, and cancellation method will be disclosed and separately accepted as required by applicable law. Taxes and payment-processing terms, if applicable, will be presented with the accepted billing terms.

We may suspend access to chargeable AI features for overdue undisputed amounts. Changes to AI Use rates apply prospectively; any notice or renewed acceptance required by an accepted plan or applicable law will be provided before the new rate applies.

11Confidentiality

Each party may receive non-public information from the other that is designated confidential or that a reasonable person would understand to be confidential. The receiving party will protect it with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and contractors bound by comparable obligations. This does not apply to information that is public through no fault of the receiver, was already known to it, is independently developed, or is rightfully received from a third party. A party compelled by law to disclose may do so after giving reasonable notice where legally permitted. Your Content is your confidential information.

12Intellectual property

The Service — including its software, models, interfaces, documentation, design, and the Agonic name, logo, and marks — is owned by Agonic and its licensors and is protected by intellectual property law. Except for the limited right in section 3, these Terms grant you no rights in the Service, and you may not use our marks without our prior written permission.

If you believe material on the Service infringes your copyright, report it to legal@agonicai.com with enough detail for us to identify the work, the allegedly infringing material, and how to contact you.

13Feedback

If you send us suggestions, feature requests, or other feedback, you assign to us all right, title, and interest in it, including any intellectual property rights, and we may use and disclose it for any purpose without restriction, attribution, compensation, or obligation to you. To the extent any such right cannot be assigned, you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to it. To the extent permitted by law, you waive and agree not to assert any moral rights in the feedback. Feedback gives you no right, title, or interest in the Service. Please do not send us feedback you consider confidential or proprietary.

14Term, suspension, and termination

• These Terms apply from the date you affirmatively accept them until terminated.
• You may stop using the Service and close your account at any time by writing to support@agonicai.com.
• We may suspend or terminate your access if you breach these Terms, if your use creates a security, legal, or operational risk, if required by law, or if we modify or discontinue the Service. We will give notice only where applicable law requires it.
• We may suspend immediately and without notice where necessary to stop active harm — an ongoing attack, a compromised account, or unlawful activity.
• On termination, your right to use the Service ends. Export important content before closing your account; the beta does not guarantee access or export after termination. Content is then handled according to the Privacy Policy and any separate written agreement.
• Sections 4.1, 5, 7.1, 10 (for amounts already accrued), 11, 12, 13, and 15 through 23 survive termination, together with any payment obligation accrued before termination. Section 4.3 survives only for Improvement Data properly created before termination and for completed evaluations, aggregate or de-identified results, model parameters, and related Service improvements; termination does not authorize us to derive Improvement Data from new source activity. Section 4.2 survives only for the legal-retention and backup exceptions stated in that section.

15Disclaimers

Some jurisdictions do not allow the exclusion of implied warranties, so parts of this section may not apply to you. Nothing here limits warranties or rights that cannot be excluded under the law that applies to you, including the consumer guarantees provided under Canadian provincial consumer protection legislation.

16Limitation of liability

These limitations are a fundamental basis of the bargain between us and apply even if a limited remedy fails of its essential purpose.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for gross negligence or willful misconduct, or for any other matter for which exclusion would be unlawful. Some laws do not allow particular exclusions or limitations, so parts of this section may not apply to you; where that is the case, our liability is limited to the greatest extent permitted by law, and the remainder of this section continues to apply.

17Indemnification

You will defend, indemnify, and hold harmless Agonic and its officers, directors, employees, and agents from and against any third-party claim, demand, proceeding, loss, liability, damage, cost, or expense (including reasonable legal fees) arising out of or relating to: (a) Your Content; (b) your use of the Service, including actions taken by agents you admitted, directed, or granted access to; (c) recordings you initiated, including any failure to obtain required consent; (d) resources, systems, or accounts you connected to the Service; (e) your violation of these Terms or of any law; or (f) your violation of any third-party right.

We will notify you of the claim, give you control of the defense (except that you may not settle in a way that imposes obligations on us without our consent), and cooperate at your expense. This section does not apply to the extent a claim arises from our own gross negligence or willful misconduct, and it does not apply to consumers to the extent prohibited by applicable consumer protection law.

18Disputes — California

This section applies if you are ordinarily resident in California or accept these Terms for an organization whose beta use is based in California. If you are ordinarily resident in British Columbia, Alberta, or Ontario, section 19 applies instead.

18.1  What counts as a dispute

Dispute means any claim, controversy, or disagreement between you and Agonic arising out of or relating in any way to these Terms, the Service, or our relationship — whether based in contract, tort, statute, or any other theory, and whether it arose before, during, or after the period these Terms are in effect, including claims based on conduct that occurred before you accepted them. References to you and to Agonic in this section include each party’s affiliates, officers, employees, agents, predecessors, successors, and assigns.

18.2  Informal resolution first

Before starting arbitration, the party raising the Dispute must send the other a written notice describing it and the relief sought — to legal@agonicai.com for us, or to the account email address for you. The parties will then confer in good faith for 60 days, including at least one telephone or video conference. If you are represented by counsel, your counsel may attend, but you must personally participate in that conference, and we will have a representative personally participate on our side.

This step is a genuine condition precedent to arbitration, not a formality: a party that files an arbitration demand without it has materially breached these Terms, and either party may ask a court or the arbitrator to enforce this requirement. The applicable limitations period is tolled while the process runs.

18.3  Agreement to arbitrate

Any Dispute not resolved informally will be settled by binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules or Commercial Arbitration Rules as applicable, together with its supplementary rules for multiple case filings where those apply. The Federal Arbitration Act, including its procedural provisions, governs the interpretation and enforcement of this section. Arbitration will be before a single arbitrator, seated in San Francisco, California, and conducted in English — by document submission or videoconference where the rules permit, so that you need not travel. Either party may bring dispositive motions. The arbitrator may award any relief a court could award to that individual party, and judgment on the award may be entered in any court of competent jurisdiction.

Delegation. The arbitrator, not a court, decides all threshold questions about arbitration — including whether this section applies, whether a Dispute falls within it, and whether any part of it is enforceable, unconscionable, or illusory. The sole exception is section 18.4, whose enforceability and application a court may decide.

Confidentiality. Both parties will keep the existence, content, and outcome of the arbitration confidential, except as needed to enforce or challenge an award, to comply with law, or to inform insurers and professional advisers under a duty of confidence.

18.4  Class action waiver

Disputes will be brought only in an individual capacity. Neither party may bring a claim as a plaintiff or class member in a class, collective, consolidated, coordinated, or representative proceeding, and the arbitrator may not consolidate claims or preside over any representative proceeding except as section 18.5 expressly provides. You and Agonic each waive any right to a jury trial. If this waiver is found unenforceable as to a particular claim or request for relief, that claim or request will be severed and heard in court under section 20, while all other claims proceed in arbitration.

18.5  Coordinated and mass filings

If 25 or more arbitration demands raising substantially similar claims are filed against either party by or with the coordination or assistance of the same counsel or organization, they will be treated as a Mass Filing and resolved as follows, rather than as many simultaneous individual arbitrations:

• Staged batches. The parties will select up to 12 demands — up to 6 chosen by each side — to proceed first as test cases. Every other demand in the Mass Filing is stayed while those proceed.
• No fees accrue while stayed. Neither party owes administrative or arbitrator fees on a stayed demand, beyond any initial filing fee the rules require, and the limitations period is tolled for every stayed demand.
• Threshold questions. Either party may ask the administrator to appoint a separate procedural arbitrator to decide whether this section applies, whether particular demands belong to the Mass Filing, and whether they were properly filed. We will pay that arbitrator’s fees.
• Mediation, then individual resolution. After the test cases conclude, the parties will mediate the remaining demands. Any that remain unresolved 30 days after mediation proceed individually under this section.
• Not a class mechanism. Nothing in this section authorizes a class, collective, or representative proceeding, or the joinder or consolidation of claims beyond what it expressly describes.

Both parties will work with the administrator in good faith to make this process faster and cheaper than filing the demands separately, which is its purpose.

18.6  Exceptions

The following are resolved in court rather than arbitration: individual claims within a small claims court’s jurisdiction, so long as they stay individual; claims where the only relief sought is injunctive relief, including public injunctive relief; and disputes about intellectual property. Either party may also seek emergency equitable relief in court to stop unauthorized access to the Service or misuse of intellectual property while arbitration is pending. Nothing here prevents you from reporting a matter to a government agency.

18.7  Your right to opt out

You may reject this arbitration agreement by emailing legal@agonicai.com within 30 days of first accepting these Terms, with your name, the email on your account, and a clear statement that you opt out of arbitration. Opting out costs you nothing, affects no other part of these Terms, and will not be held against you. If you opt out, we are not bound by this section either, and section 20 governs disputes between us.

You may not opt out of the class action waiver in 18.4 on its own. If you opt out of arbitration, that waiver continues to apply to court proceedings to the extent it is enforceable there.

18.8  Changes

If we materially change this section after you accept it, the change does not apply to disputes for which we had actual notice before the change, and you may reject the change by writing to us within 30 days.

19Disputes — British Columbia, Alberta, and Ontario

This section applies if you are ordinarily resident in British Columbia, Alberta, or Ontario, and it replaces section 18 in full.

We would still like the chance to resolve things directly. Please write to legal@agonicai.com describing the dispute and the outcome you want, and we will respond in good faith — but this is a request, not a precondition to your legal rights.

19.1  Your statutory rights are preserved

Nothing in these Terms limits, excludes, or modifies any right, warranty, guarantee, or remedy you have under applicable Canadian consumer protection legislation that cannot lawfully be excluded, including the Business Practices and Consumer Protection Act (British Columbia), the Consumer Protection Act (Alberta), and the Consumer Protection Act (Ontario), each as amended or replaced from time to time. Where any provision of these Terms conflicts with such a right, that right prevails and the conflicting provision does not apply to you to the extent of the conflict.

19.2  Governing law and venue in the supported Canadian provinces

If you are a consumer resident in British Columbia, Alberta, or Ontario, these Terms are governed by the laws of your province of residence and the federal laws of Canada applicable there, and you may bring proceedings in the courts of that province. We may bring proceedings against you only in the courts of your province of residence.

If you are using the Service on behalf of a business or other organization rather than as a consumer, section 20 governs, except that the arbitration agreement and class action waiver in section 18 do not apply to you and disputes may be brought in the courts identified in section 20 or in the courts of your province.

20Governing law and venue

Except as provided in section 19 for users in British Columbia, Alberta, and Ontario, these Terms and any dispute arising out of them or the Service are governed by the laws of the State of California, without regard to its conflict of laws rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods.

For any dispute not subject to arbitration under section 18 — including where you opted out, where the class action waiver is severed, or where a claim falls within section 18.6 — the parties consent to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California, and waive any objection to venue or forum in those courts. This does not deprive a consumer of any protection that cannot lawfully be waived.

21Changes to these terms

We may update these Terms as the Service and the law change. We will post the updated version with a new “Last updated” date and give additional notice or request renewed acceptance where applicable law or the nature of the change requires it. A change that materially expands the optional generalized-improvement processing in section 4.3 applies only prospectively and requires a new Improvement Authorization where applicable law requires it.

Changes are not retroactive. If you do not accept an updated version, stop using the Service and close your account before it takes effect.

22General

• Entire agreement. These Terms and any separate written agreement with your organization are the entire agreement between you and Agonic about the Service and supersede prior discussions.
• Severability. If a provision is held unenforceable, it is modified to the minimum extent necessary or severed, and the rest remains in force.
• No waiver. Our failure to enforce a provision is not a waiver of it.
• Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets.
• No third-party beneficiaries. These Terms create no rights in anyone who is not a party, except for the indemnified parties in section 17.
• Independent contractors. The parties are independent; nothing here creates a partnership, joint venture, agency, or employment relationship.
• Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control. This does not excuse any obligation to pay amounts already accrued.
• Notices. We may give notice by email to your account address or by posting in the Service. Send legal notices to legal@agonicai.com and to Agonic AI Inc., 2261 Market Street STE 97515, San Francisco, CA 94114.
• Export and sanctions. You represent that you are not located in, or ordinarily resident in, a country or region subject to comprehensive US sanctions, and that you are not on any US restricted-party list. You will comply with applicable export control and sanctions laws.
• US government users. The Service is “commercial computer software” under FAR 12.212 and DFARS 227.7202; government use, reproduction, and disclosure are governed by these Terms.
• Time limit on claims. Any claim arising out of or relating to these Terms or the Service must be brought within one year after it arises, or it is permanently barred, except where a shorter or longer period is required by law that the parties cannot vary. This applies to business users; it does not shorten a period that applicable law makes non-waivable.
• Equitable relief. You agree that a breach of section 5, 11, or 12 may cause us irreparable harm for which damages are an inadequate remedy, and that we may seek injunctive or other equitable relief without posting a bond or proving actual damages, in addition to any other remedy available.

23Contact

• Support: support@agonicai.com
• Legal notices: legal@agonicai.com
• Mail: Agonic AI Inc., 2261 Market Street STE 97515, San Francisco, CA 94114, United States