Terms of Service

1. Acceptance of Terms

These Terms of Service (hereinafter "Terms," "Agreement," or "Terms of Service") constitute a legally binding agreement between you (hereinafter "Client," "User," "you," or "your") and Kodus (hereinafter "Company," "Kodus," "we," "us," or "our"), governing your access to and use of the Kodus platform, including all associated software, applications, websites, APIs, and services (collectively, the "Services").

By creating an account, accessing, or using any portion of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, together with our Privacy Policy, Acceptable Use Policy, Payment Policy, Refund Policy, Cookie Policy, and Data Processing Agreement, all of which are incorporated herein by reference (collectively, the "Policies").

If you are entering into this Agreement on behalf of a company, organization, or other legal entity (collectively, "Entity"), you represent and warrant that you have the authority to bind such Entity to these Terms, in which case the terms "you" or "your" shall refer to such Entity. If you do not have such authority, or if you do not agree with these Terms, you must not accept this Agreement and may not use the Services.

2. Definitions

For the purposes of this Agreement, the following definitions shall apply:

• "Authorized Users" means individuals who are authorized by Client to use the Services on Client's behalf, including employees, contractors, and agents.
• "Client Data" means all data, content, and information submitted, uploaded, or transmitted by Client or Authorized Users through the Services, including but not limited to source code, prompts, agent conversation history, workspace files, configuration, billing information, and any files processed by the Kodus agent.
• "AI Model Providers" means third-party large language model providers (including Anthropic, OpenAI, Google, and similar services) to which Kodus may route requests on behalf of Client in order to produce model outputs used by the agent.
• "Digital Assets" means software source code, configuration files, documentation, build artifacts, and any other digital content created, modified, generated, or processed by or in connection with the Services.
• "Documentation" means the user guides, help files, API documentation, and other technical and operational materials provided by Company describing the functionality and operation of the Services.
• "Effective Date" means the date on which Client first accepts these Terms or first accesses the Services, whichever occurs earlier.
• "End Users" means individual Authorized Users and any third parties whose code, data, or systems Client elects to process through the Services.
• "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other intellectual property and proprietary rights.
• "Personal Data" has the meaning ascribed to it under applicable data protection laws, including the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and other relevant privacy legislation.
• "Platform" means the Kodus software-as-a-service platform, including all features, functionality, and user interfaces.
• "Subscription" means the paid access to the Services for a specified term as selected by Client.
• "Third-Party Services" means any services, applications, integrations, or platforms provided by third parties that interoperate with the Services.

3. Description of Services

3.1 Platform Overview

Kodus is a terminal-native autonomous coding agent platform. The Services enable software developers to run an AI-driven agent that reads, writes, and executes code within the developer's own working directory under developer supervision. The Services may include, without limitation:

• A cross-platform command-line interface ("CLI") distributed as signed release binaries for macOS, Linux, and Windows;
• A relay backend that authenticates CLI sessions and routes requests between the CLI, the Kodus platform, and third-party AI Model Providers;
• An LLM client and routing layer that brokers model calls to third-party AI Model Providers (Anthropic, OpenAI, Google, and similar);
• An agent tool execution framework that performs code edits, bash command execution, file reads, git operations, AST queries, search, and other local developer operations within user-provided workspaces;
• A skills/personas system invoked via @-mentions, enabling task-specific agent behavior;
• A safety layer providing pre-execution gating, command approval, and rollback support;
• A rolling-window context management algorithm for long-running agent sessions;
• An artifact and output writer that persists agent results to the user's workspace and to the platform's session history;
• A web dashboard (the "Dashboard") for account registration, login, account management, chat/session history, billing, plan management, and token/usage reporting;
• Subscription billing, plan management, plan-gated features, and usage metering via Square;
• Optional hosting of user workspaces and project previews at designated URL paths under https://kodus.ai for the purpose of allowing the agent to execute and preview code; and
• Programmatic interfaces, webhooks, and integrations that may be offered from time to time.

3.2 Service Modifications

Company reserves the right, at its sole discretion, to modify, suspend, or discontinue any aspect of the Services at any time, including the availability of any feature, database, or content, with or without notice. Company may also impose limits on certain features or restrict access to parts or all of the Services without notice or liability. Company shall not be liable to Client or any third party for any modification, suspension, or discontinuation of the Services.

3.3 Service Level

Company shall use commercially reasonable efforts to make the Services available with a monthly uptime percentage of at least 99.5%, excluding scheduled maintenance and circumstances beyond Company's reasonable control. Company does not guarantee uninterrupted, secure, or error-free operation of the Services.

4. Eligibility and Registration

4.1 Eligibility Requirements

To use the Services, you must:

• Be at least eighteen (18) years of age or the age of majority in your jurisdiction;
• Have the legal capacity to enter into binding contracts;
• Not be prohibited from using the Services under applicable laws;
• Provide accurate, current, and complete registration information;
• Comply with all applicable laws and regulations in your use of the Services.

4.2 Registration

To access certain features of the Services, you must register for an account. During registration, you agree to provide accurate, current, and complete information and to update such information as necessary to maintain its accuracy. You are responsible for maintaining the security of your account credentials and for all activities that occur under your account.

4.3 Organizational Accounts

If you register on behalf of an organization, you represent and warrant that you are authorized to bind that organization to these Terms. The organization shall be responsible for all access and use of the Services by its Authorized Users.

5. Account Responsibilities

5.1 Account Security

You are solely responsible for:

• Maintaining the confidentiality of your account credentials;
• Restricting access to your account;
• All activities that occur under your account;
• Notifying Company immediately of any unauthorized access or security breach.

5.2 Authorized Users

Client may permit Authorized Users to access and use the Services on Client's behalf, subject to these Terms. Client shall ensure that all Authorized Users comply with these Terms and shall be responsible for any acts or omissions of Authorized Users as if they were Client's own acts or omissions.

5.3 Account Accuracy

You agree to provide and maintain accurate, current, and complete account information. Company reserves the right to suspend or terminate accounts that contain inaccurate or incomplete information.

6. Fees and Payment

6.1 Fee Structure

Client agrees to pay all fees associated with the Services as set forth in the applicable pricing plan or order form. Fees may be structured as:

• Monthly or annual subscription fees;
• Per-user or per-seat fees;
• Usage-based fees (e.g., metered AI Model Provider token usage, per-session, or per-tool-invocation fees);
• Plan overage fees when Client exceeds plan-gated limits;
• Setup, implementation, or onboarding fees;
• Custom development or professional services fees;
• Any other fees as specified in the applicable order form.

6.2 Payment Terms

All fees are due and payable as specified in the applicable invoice or order form. Unless otherwise agreed in writing:

• Subscription fees are billed in advance on a recurring basis;
• Usage-based fees are billed in arrears;
• All fees are payable within thirty (30) days of invoice date;
• All fees are quoted and payable in United States Dollars (USD) unless otherwise specified.

6.3 Payment Methods

Client authorizes Company to charge the designated payment method (credit card, debit card, ACH transfer, wire transfer, or other approved method) for all fees and charges arising under this Agreement. Client shall maintain current and accurate billing information at all times.

6.4 Late Payments

Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less. Company reserves the right to suspend access to the Services for any account with payments more than fifteen (15) days past due.

6.5 Taxes

All fees are exclusive of taxes. Client shall be responsible for all applicable taxes, including sales tax, use tax, VAT, GST, and other governmental assessments, excluding taxes based on Company's income.

6.6 Fee Changes

Company reserves the right to modify fees upon thirty (30) days' prior written notice. Fee changes shall become effective at the start of the next renewal term following such notice.

7. Term and Termination

7.1 Term

This Agreement commences on the Effective Date and continues until terminated in accordance with this Section. Unless otherwise specified in an applicable order form, Subscriptions shall automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

7.2 Termination for Convenience

Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party. Unless otherwise specified in an applicable order form, early termination by Client shall not entitle Client to any refund of prepaid fees.

7.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if:

• The other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof;
• The other party becomes insolvent, files for bankruptcy, or ceases to operate in the ordinary course of business.

Company may also terminate this Agreement immediately, without notice, if Client:

• Fails to pay any fees when due;
• Violates the Acceptable Use Policy;
• Engages in fraudulent, illegal, or harmful activities;
• Uses the Services in a manner that threatens the security or integrity of the Platform.

7.4 Effect of Termination

Upon termination or expiration of this Agreement:

• All rights granted to Client hereunder shall immediately cease;
• Client shall cease all use of the Services;
• Client shall pay all outstanding fees;
• Company may delete Client Data after a thirty (30) day retention period;
• Sections that by their nature should survive termination shall survive.

7.5 Data Export

Upon request made within thirty (30) days following termination, Company shall make Client Data available for export in a standard format. After such period, Company shall have no obligation to maintain or provide Client Data.

8. Acceptable Use Policy

8.1 General Restrictions

Client agrees not to use the Services to:

• Violate any applicable law, regulation, or third-party right;
• Transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable;
• Transmit unsolicited commercial communications (spam);
• Impersonate any person or entity or misrepresent your affiliation;
• Interfere with or disrupt the Services or servers;
• Attempt to gain unauthorized access to any systems or networks;
• Transmit any viruses, malware, or harmful code;
• Harvest or collect personal information without consent;
• Engage in any fraudulent, deceptive, or illegal activities;
• Resell or redistribute the Services without authorization;
• Reverse engineer, decompile, or disassemble the Services;
• Remove or modify any proprietary notices or labels;
• Use the Services for competitive analysis or benchmarking, including, but not limited to, accessing the Services if you are an employee, consultant, agent, or representative of a competing entity (e.g., Cursor, Windsurf, Cline, Aider, Devin, GitHub Copilot Workspace, Replit Agent, Codex-based CLIs, or any other competing terminal-based or IDE-integrated AI coding agent or autonomous software-engineering platform) without express written consent. Any such unauthorized access for the purpose of "observational replication," "logic mapping," or "feature scouting" shall be considered a material breach and a misappropriation of Trade Secrets under the Wyoming Uniform Trade Secrets Act (Wyo. Stat. §§ 40-24-101 et seq.). In the event of such a breach, you agree to pay Company liquidated damages in the amount of $250,000 USD per occurrence, which the parties agree is a reasonable estimate of the harm caused by such unauthorized competitive scouting and is not intended as a penalty;
• Circumvent any access controls or usage limits.

8.2 Content Standards

Client is solely responsible for all content transmitted through the Services. Client shall not transmit content that:

• Infringes any intellectual property rights;
• Contains false or misleading information;
• Promotes illegal activities;
• Contains adult content without appropriate age verification;
• Violates privacy rights of third parties.

8.3 Enforcement

Company reserves the right to investigate suspected violations and to take appropriate action, including suspension or termination of accounts, removal of content, and cooperation with law enforcement authorities.

9. AI Model Providers and Outputs

9.1 Routing to Third-Party AI Model Providers

The Services operate by routing Client's prompts, selected workspace context, and tool-use instructions to one or more third-party AI Model Providers, including but not limited to Anthropic, OpenAI, and Google. Model outputs returned by these providers are presented in the agent interface and may be used to edit, generate, or execute code in Client's workspace. Client acknowledges that the Company does not itself train or host the underlying large language models used for inference.

9.2 Nature of AI Output

Outputs generated by AI Model Providers, including source code, shell commands, configuration, documentation, explanations, and tool-use suggestions (collectively, "AI Output"), are produced by probabilistic statistical models and may be incomplete, incorrect, insecure, non-deterministic, or otherwise unfit for any particular purpose. AI Output may include, without limitation: hallucinated APIs or libraries, broken or insecure code, unsafe shell invocations, inaccurate factual statements, or content that conflicts with Client's requirements.

9.3 Client Responsibility to Review

Client is solely and exclusively responsible for reviewing, testing, and validating AI Output before relying on it, committing it to a repository, running it in any environment, deploying it, or shipping it to end users. Client shall not treat AI Output as a substitute for qualified human engineering judgment. Where AI Output is executed automatically by the agent pursuant to Client's configuration (for example, in autonomous or unattended modes), Client expressly assumes the risk of such automated execution.

9.4 No Warranty of AI Output

Company makes no representation or warranty regarding the correctness, quality, security, non-infringement, originality, or fitness for a particular purpose of any AI Output. AI Output is provided "AS IS" as part of the Services, and Company's warranties under Section 14 apply only to the Services infrastructure and not to the substantive content of any AI Output.

9.5 Compliance with AI Model Provider Terms

Client's use of the Services is subject to the usage policies of the applicable AI Model Providers. Client shall not use the Services to submit content to AI Model Providers that violates those providers' acceptable use policies, including prohibitions on generating illegal content, child sexual abuse material, or malicious code intended to harm third parties.

9.6 Token Usage and Metering

AI Model Provider interactions are metered in tokens or equivalent units. Token usage is counted against Client's applicable plan and may be subject to usage-based fees as set forth in Section 6 and in the Payment Policy. Company may enforce rate limits, per-plan token caps, and other usage controls to protect the integrity and availability of the Services.

10. Code Execution and User Workspaces

10.1 Execution in Client-Provided Environments

The core operation of the Services involves the Kodus agent executing commands and modifying files inside a working directory controlled by Client. This includes, without limitation, reading and writing source files, running shell commands, invoking build and test tooling, performing git operations, running language servers and AST queries, and installing or modifying dependencies. Client is solely and exclusively responsible for any and all actions the agent performs in any environment Client authorizes the agent to operate in.

10.2 Supervision and Autonomous Modes

The Services may offer varying levels of automation, including prompted, supervised, and autonomous execution modes. Regardless of mode, Client is responsible for supervising agent runs, for approving or denying sensitive operations surfaced by the safety layer, and for stopping agent runs that are behaving incorrectly. Client acknowledges that running the agent with reduced supervision (for example, skipping approvals or running unattended) materially increases the risk of data loss, data corruption, unintended commits, broken builds, deletion of files, exposure of secrets, or execution of insecure or malicious shell commands.

10.3 Sandboxing Is Best-Effort

Where the Services provide sandboxing, command filtering, allow-listing, denial lists, or other containment features, such features are provided on a best-effort basis only. Company does not warrant that sandboxing will prevent any particular class of harmful or unintended behavior. Client must not rely on Company's sandboxing as the sole barrier between the agent and systems, secrets, or networks that Client considers sensitive.

10.4 Hosted Workspaces and Project Previews

Company may, at its discretion, offer hosting of Client workspaces and project previews at designated paths under https://kodus.ai (such as /workspaces/ and /projects/) for the purpose of enabling the agent to execute and preview code. Such hosting is provided "AS IS," is not production-grade, and is subject to the Workspace & Hosted Project Agreement. Company may modify, suspend, throttle, rebuild, or delete any hosted workspace or project at any time, with or without notice, for any reason including resource conservation, suspected abuse, or violation of the Policies.

10.5 Client Content in Workspaces

Client is solely responsible for all content, code, data, credentials, and dependencies uploaded to, pulled into, generated within, or processed through any workspace, including any hosted workspace. Client represents and warrants that it has all necessary rights to such content and that processing such content through the Services does not violate any third-party license, contract, or law. Client shall not upload or process through any workspace any personal health information, government-classified information, payment card primary account numbers, or other data whose protection requires a level of assurance exceeding what the Services provide.

10.6 License to Host and Process Workspace Content

Client grants Company a limited, non-exclusive, worldwide, royalty-free license to store, process, transmit, cache, execute, and serve Client's workspace content solely as necessary to operate the Services (including routing content to AI Model Providers under Section 9, storing session history, running hosted previews, performing backups, and providing support). This license terminates when the relevant workspace is deleted, subject to reasonable retention periods required for backups, billing, audit, and compliance purposes as described in the Privacy Policy.

10.7 No Guarantee of Agent Behavior

Company makes no representations or warranties that the agent will produce any particular result, that agent-generated code will compile, pass tests, or operate as intended, or that agent actions will be reversible. Agent actions in Client's environment are final once executed and Company is under no obligation to restore or reconstruct state altered by the agent.

11. Data Processing and Privacy

11.1 Data Protection

Company shall process Client Data in accordance with the Privacy Policy and applicable data protection laws. Where required by law, Company shall execute a Data Processing Agreement with Client.

11.2 Client Responsibilities

Client is responsible for:

• The accuracy and legality of Client Data;
• Obtaining all necessary consents for data processing;
• Compliance with applicable privacy laws;
• Providing appropriate privacy notices to End Users;
• Responding to data subject requests.

11.3 Data Security

Company shall implement and maintain appropriate technical and organizational measures to protect Client Data against unauthorized access, loss, or destruction. However, no system is completely secure, and Company cannot guarantee absolute security.

11.4 Data Location

Client Data may be processed and stored in data centers located in various jurisdictions. By using the Services, Client consents to such processing and storage.

11.5 Subprocessors

Client acknowledges that Company may engage subprocessors to assist in providing the Services. Company shall maintain a list of subprocessors and shall notify Client of any material changes.

12. Intellectual Property

12.1 Company Intellectual Property

The Services, including all software, technology, designs, trademarks, and other intellectual property, are and shall remain the exclusive property of Company and its licensors. Client receives only a limited, non-exclusive, non-transferable, revocable license to use the Services during the term of this Agreement.

12.2 Client Data

As between Company and Client, Client retains all rights in Client Data. Client grants Company a limited license to use, process, and store Client Data solely as necessary to provide the Services.

12.3 Feedback

If Client provides suggestions, feedback, or recommendations regarding the Services, Company may use such feedback without restriction or compensation to Client.

12.4 Restrictions

Client shall not:

• Copy, modify, or create derivative works of the Services;
• Reverse engineer, disassemble, or decompile the Services;
• Remove or alter any proprietary notices;
• Use Company's trademarks without authorization;
• Sublicense or resell the Services without authorization.

12.5 Proprietary Agentic Orchestration and Trade Secrets

Client acknowledges and agrees that the CLI-to-relay protocol, the tool-category registry and execution contract, the rolling-window context-management algorithm, the skills/personas @-mention invocation system, the safety layer's pre-execution gating logic, the artifact and output writer pipeline, the billing and usage-metering integration with plan-gating, and similar proprietary systems (collectively, the "Agent Architecture") are the unique, non-obvious Trade Secrets of the Company, protected under the Wyoming Uniform Trade Secrets Act (Wyo. Stat. §§ 40-24-101 et seq.) and the federal Defend Trade Secrets Act (18 U.S.C. § 1836).

Access to the CLI, Dashboard, or any other user-facing surface of the Services does not constitute a license to observe, document, reverse engineer, or replicate the underlying logical sequences, protocols, decision trees, or Agent Architecture.

Any attempt to map, document, or deduce these sequences through:

• Repeated systematic inputs designed to reveal decision logic ("black-box testing");
• Analysis of API responses to infer backend behavior;
• Documentation of workflow outputs to reconstruct automation logic;
• Use of automated tools to probe system behavior;
• Any other method of "observational replication" or "logic mapping"

is strictly prohibited and shall constitute misappropriation of Trade Secrets. Such misappropriation may result in immediate account termination, pursuit of injunctive relief, and recovery of damages including the $250,000 liquidated damages specified in Section 8.1, actual damages, attorneys' fees, and exemplary damages where permitted by law.

12.6 Acknowledgment of Trade Secret Status

By using the Services, Client explicitly acknowledges that:

• The Company has invested substantial time, effort, and resources in developing the Agent Architecture;
• The Agent Architecture derives independent economic value from not being generally known or readily ascertainable;
• The Company has taken reasonable measures to maintain the secrecy of the Agent Architecture;
• Client's access to the Services does not grant any rights to the underlying Trade Secrets;
• Any breach of this Section 12.5 or 12.6 would cause irreparable harm for which monetary damages would be inadequate.

13. Confidentiality

13.1 Confidential Information

Each party agrees to protect the confidential information of the other party with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

13.2 Exceptions

Confidential information does not include information that:

• Is or becomes publicly available without breach;
• Was known prior to disclosure;
• Is independently developed without use of confidential information;
• Is rightfully obtained from a third party without restriction.

13.3 Required Disclosures

Either party may disclose confidential information as required by law, provided it gives reasonable prior notice to the other party and cooperates in seeking confidential treatment.

14. Warranties and Disclaimers

14.1 Company Warranties

Company warrants that:

• The Services will perform substantially in accordance with the Documentation;
• Company will provide the Services using commercially reasonable skill and care;
• Company has the authority to grant the rights set forth herein.

14.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

14.3 Third-Party Services

Company makes no warranties regarding Third-Party Services. Client's use of Third-Party Services is at Client's own risk and subject to the terms of such third parties.

15. Limitation of Liability

15.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

15.3 Essential Purpose

The limitations set forth in this Section shall apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and shall survive any failure of essential purpose of any limited remedy.

16. Indemnification

16.1 Client Indemnification

Client shall indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Client's use of the Services;
• Client Data;
• Client's violation of these Terms;
• Client's violation of any law or regulation;
• Client's violation of any third-party right;
• Any claims by End Users or third parties arising from software or other artifacts Client produces, deploys, or distributes with the assistance of the Services;
• Client's operation of the agent in any environment Client authorizes, including any harm, data loss, or unauthorized access resulting from actions the agent performs at Client's direction.

16.2 Indemnification Procedures

Company shall promptly notify Client of any claim and shall provide reasonable cooperation in defense thereof. Company reserves the right to participate in the defense with counsel of its choice at its own expense.

17. Third-Party Services

17.1 Third-Party Integrations

The Services may integrate with or provide access to Third-Party Services, including but not limited to:

• Anthropic (AI Model Provider);
• OpenAI (AI Model Provider);
• Google, including Gemini and Google Cloud (AI Model Provider and infrastructure);
• Other AI Model Providers that may be added or substituted from time to time;
• Square (payment processing and subscription billing);
• Sentry or comparable services (error and crash reporting);
• Content delivery network providers;
• OAuth identity providers used for sign-in or authorization;
• Source-control providers (e.g., GitHub, GitLab) where Client elects to connect them;
• Other third-party platforms and services.

17.2 Third-Party Terms

Client's use of Third-Party Services is subject to the terms and conditions of such third parties. Company is not responsible for Third-Party Services and makes no warranties regarding their performance, availability, or security.

17.3 Third-Party Fees

Client is solely responsible for any fees, charges, or costs associated with Third-Party Services, which may be charged directly by such third parties or passed through by Company.

18. Regulatory Compliance

18.1 General Compliance

Each party shall comply with all applicable laws and regulations in connection with its performance under this Agreement.

18.2 Export Controls

Client shall not export or re-export the Services or any related technology in violation of any applicable export control laws or regulations.

18.3 Anti-Corruption

Neither party shall take any action that would violate any applicable anti-bribery or anti-corruption laws.

18.4 Industry-Specific and Software Compliance

Client is solely responsible for ensuring that any software, configuration, or other artifact it produces, ships, or deploys with the assistance of the Services complies with all regulations applicable to Client's industry and use case, including but not limited to: export control and sanctions laws; open-source license compliance (including attribution and copyleft obligations associated with any dependency introduced by the agent); data protection laws applicable to systems Client builds; security, accessibility, and consumer-protection requirements; and any industry-specific regulations governing the software Client produces. The Services are not intended for, and shall not be used to directly process, personal health information subject to HIPAA, payment-card primary account numbers subject to PCI-DSS, or similarly regulated data, unless Client has executed a separate written agreement with Company expressly permitting such use.

19. Modifications to Terms

19.1 Changes to Terms

Company reserves the right to modify these Terms at any time. Material changes will be notified through the Services or via email at least thirty (30) days prior to taking effect. Continued use of the Services after such changes constitutes acceptance of the modified Terms.

19.2 Changes to Services

Company reserves the right to modify, update, or discontinue any aspect of the Services at any time without liability.

20. General Provisions

20.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to conflicts of law principles. For Clients located outside the United States, the governing law provisions may be modified by applicable local law requirements.

20.2 Dispute Resolution

Any dispute arising out of or relating to this Agreement shall first be subject to good faith negotiations between the parties. If negotiations fail, disputes shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, except that either party may seek injunctive relief in any court of competent jurisdiction. For international clients, alternative dispute resolution mechanisms may apply as required by local law.

20.3 Jurisdiction

Subject to the arbitration provisions above, each party consents to the exclusive jurisdiction of the state and federal courts located in Wyoming for any disputes not subject to arbitration.

20.4 Assignment

Client may not assign this Agreement without Company's prior written consent. Company may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets.

20.5 Entire Agreement

This Agreement, including all Policies incorporated by reference, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements.

20.6 Severability

If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

20.7 Waiver

Failure to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision.

20.8 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, pandemics, government actions, or failures of third-party providers.

20.9 Notices

Notices shall be sent to the addresses on file with Company and shall be deemed received upon actual receipt or three (3) business days after mailing.

20.10 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

20.11 No Third-Party Beneficiaries

This Agreement does not create any third-party beneficiary rights.

20.12 Headings

Section headings are for convenience only and shall not affect the interpretation of this Agreement.

20.13 Language

This Agreement is in English. Any translations are for convenience only, and the English version shall control.

21. Schedule of Proprietary Systems (Trade Secrets)

21.1 CLI-to-Relay Protocol

The Company has developed a proprietary wire protocol and session model connecting the local CLI to the Company's relay backend. The protected elements include:

• Session Handshake and Authentication: The specific sequence by which the CLI authenticates to the relay, negotiates capabilities, and binds a local working directory to a server-side session;
• Streaming Tool-Use Envelope: The specific framing and ordering guarantees used to stream partial model output, tool calls, and tool results between the CLI, the relay, and AI Model Providers;
• Reconnection and Resumption Semantics: The specific methodology for recovering from network failures without losing agent state or duplicating tool-call side effects.

21.2 Tool-Category Registry and Execution Contract

The Company has developed a specific tool registry and execution contract governing how the agent discovers, describes, and invokes local operations:

• Categorized Tool Registry: The specific taxonomy by which tools are classified (read, write, search, bash, git, AST, analysis, skills, and related categories) together with their parameter schemas, result schemas, and side-effect classifications;
• Execution Contract: The specific pre- and post-conditions guaranteed by each tool, including idempotency, rollback semantics where applicable, and the interaction with the safety layer;
• Model-Facing Tool Descriptions: The specific prompt shapes, examples, and refusal patterns used to elicit correct tool use from AI Model Providers.

21.3 Rolling-Window Context Management

The Company has developed a specific algorithm for managing long-running agent sessions within bounded model context windows. The protected elements include:

• Eviction and Summarization Policy: The specific heuristics for deciding what prior turns, tool results, or file reads to drop, summarize, or retain verbatim;
• Pinning and Anchor Selection: The specific scheme for anchoring task-critical content so it is not evicted prematurely;
• Cache-Aware Window Layout: The specific layout of system prompt, tool schemas, and conversation turns chosen to maximize provider-side prompt caching across turns.

21.4 Skills and Personas @-Mention Invocation System

The Company has developed a specific system by which users invoke specialized skills or personas within an active agent session:

• @-Mention Parsing and Resolution: The specific grammar and resolution logic by which @-mentions are parsed from user input and mapped to skill or persona definitions;
• Skill Composition: The specific rules for combining multiple skills within a single turn, including precedence, conflict resolution, and scoped prompt injection;
• Skill Capability Binding: The specific mapping between skills and the subset of the tool registry they are authorized to invoke.

21.5 Safety Layer Pre-Execution Gating

The Company has developed a specific safety layer that sits between proposed agent actions and their execution:

• Risk Classification Pipeline: The specific pipeline by which proposed tool calls (especially bash commands, file deletions, and git operations) are classified for risk prior to execution;
• Approval and Deferral State Machine: The specific state machine governing how execution is paused, surfaced to the user for approval, and resumed without losing context;
• Allow/Deny Policy Composition: The specific composition of organizational, plan-level, and per-session policies that determine whether a given action is permitted.

21.6 Artifact and Output Writer Pipeline

The Company has developed a specific pipeline for capturing, persisting, and replaying agent outputs and artifacts:

• Output Capture and Truncation: The specific methodology for capturing bash output, file diffs, and tool results, including selective truncation and summarization for context reuse;
• Artifact Persistence: The specific methods by which structured artifacts produced by the agent are stored, keyed, and made retrievable in session history;
• Rendering Contract: The specific contract between the output writer and the rendering surfaces (CLI TUI and Dashboard) that preserves fidelity of diffs, tables, and progress streams.

21.7 Billing, Usage-Metering, and Plan-Gating Integration

The Company has developed a specific integration between model token metering, tool-call metering, Square-based subscription billing, and plan-gated feature access:

• Per-Session Usage Accounting: The specific pipeline for attributing token and tool usage to sessions, users, and organizations in near real time;
• Plan-Gating Enforcement: The specific enforcement points at which plan-gated features (concurrency, context size, autonomous mode, hosted workspaces, etc.) are checked and denied or allowed;
• Square Subscription Reconciliation: The specific reconciliation logic linking Square subscription state, plan entitlements, overage calculation, and dunning behavior.

21.8 Integrated Platform Architecture

Beyond individual systems, the Company asserts trade secret protection over the non-obvious combination and integration of the above systems into a unified platform. The specific ways these systems interconnect, share data, trigger each other, and provide a cohesive user experience represent substantial investment in research, development, and architectural design that is not readily ascertainable by examining publicly available interfaces.

21.9 Acknowledgment and Scope

By using the Services, Client acknowledges that:

• The Company claims trade secret protection over specific implementations, not general concepts;
• The Company has invested substantial resources developing the specific architectures, algorithms, and integrations described above;
• These specific implementations derive independent economic value from not being generally known;
• Attempting to deduce, document, or replicate these specific implementations through observation of the Services constitutes misappropriation;
• The protections in this Section 21 are cumulative with, not duplicative of, general intellectual property protections in Section 12.

22. Non-Circumvention and Non-Solicitation

22.1 Non-Circumvention

Client agrees not to, directly or indirectly, during the term of this Agreement and for a period of two (2) years thereafter:

• Circumvent, avoid, bypass, or obviate the Company's relationship with any third-party service provider, technology partner, or vendor whose services are integrated with or accessed through the Platform;
• Contact, deal with, or engage any Company employee, contractor, or consultant for the purpose of recruiting them away from the Company;
• Use knowledge gained from the Services to negotiate directly with any third-party provider for services that replicate the functionality provided by the Company.

22.2 Non-Solicitation of Employees

Client agrees not to solicit, recruit, hire, or engage as a consultant or contractor any employee of the Company who has had direct involvement with Client's account during the term of this Agreement and for a period of eighteen (18) months following termination. This restriction does not apply to general public job postings that are not targeted at Company employees.

22.3 Non-Solicitation of Customers

If Client's business involves providing services competitive with the Company's Services, Client agrees not to use contact information, usage data, or insights obtained through the Services to solicit or market competitive products to other Company customers.

23. Data Mining and Automated Access Prohibition

23.1 Prohibited Activities

Client shall not, and shall not permit any third party to:

• Use any automated means, including robots, spiders, scrapers, or data mining tools, to access, monitor, or copy any part of the Services;
• Systematically extract data from the Services for the purpose of creating a competing product or service;
• Use machine learning, artificial intelligence, or other automated systems to analyze the behavior, responses, or outputs of the Services for the purpose of replication;
• Create databases, indexes, or compilations of information derived from the Services without express written consent;
• Benchmark the Services against competing products and share such benchmarks publicly without written consent;
• Export, download, or systematically copy documentation, help content, or knowledge base materials.

23.2 Rate Limiting and Access Controls

The Company reserves the right to implement rate limiting, CAPTCHA challenges, and other technical measures to prevent automated or abusive access. Circumvention of such measures is a material breach of this Agreement.

23.3 API Access

API access is provided solely for legitimate integration purposes. Use of the API to extract data for competitive purposes, to stress-test the system, or to probe for vulnerabilities is prohibited. The Company may revoke API access at any time for suspected abuse.

24. Injunctive Relief and Irreparable Harm

24.1 Acknowledgment of Irreparable Harm

Client acknowledges that any breach or threatened breach of Sections 8 (Acceptable Use), 12 (Intellectual Property), 13 (Confidentiality), 21 (Proprietary Systems), 22 (Non-Circumvention), or 23 (Data Mining) of this Agreement would cause irreparable harm to the Company for which monetary damages would be inadequate. Client further acknowledges that the proprietary systems and Trade Secrets protected under this Agreement represent years of research, development, and investment by the Company.

24.2 Injunctive Relief

In the event of any actual or threatened breach of the sections enumerated in 24.1 above, the Company shall be entitled to seek immediate injunctive relief, including temporary restraining orders, preliminary injunctions, and permanent injunctions, in any court of competent jurisdiction, without the necessity of:

• Posting bond or other security;
• Proving actual damages;
• Exhausting arbitration or other dispute resolution procedures.

24.3 Cumulative Remedies

The remedies provided in this Section 24 are cumulative and in addition to any other remedies available at law or in equity, including the liquidated damages specified in Section 8.1. The pursuit of injunctive relief does not waive the Company's right to seek monetary damages, including the $250,000 liquidated damages per occurrence.

24.4 Attorneys' Fees

In any action to enforce the Trade Secret protections under this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, expert witness fees, and costs of litigation.

25. Audit Rights

25.1 Compliance Audit

The Company reserves the right to audit Client's use of the Services to verify compliance with this Agreement. Such audits may include:

• Review of access logs and usage patterns;
• Verification of user counts against subscription limits;
• Examination of API call patterns and data export activity;
• Analysis of account activity for signs of competitive scouting.

25.2 Audit Cooperation

Upon reasonable notice, Client shall cooperate with any audit requested by the Company and shall provide reasonable access to relevant records and personnel. Client shall certify in writing, upon request, its compliance with the Trade Secret and intellectual property provisions of this Agreement.

25.3 Audit Findings

If an audit reveals any violation of this Agreement, Client shall immediately cease the violating activity and shall pay for the cost of the audit. Discovery of Trade Secret misappropriation or competitive scouting during an audit shall trigger the remedies specified in Sections 8.1, 12.5, and 24.

25.4 Forensic Investigation Rights

In the event of suspected Trade Secret misappropriation, the Company reserves the right to engage third-party forensic investigators and to preserve evidence. Client consents to the Company's retention of access logs, session recordings, and other technical evidence for a period of seven (7) years for potential use in litigation.