TERMS OF SERVICE

Effective Date: 04/07/2025

Last Updated: 05/25/2025

By using AG2AI, Inc.'s services, you agree to these terms. Please read them carefully.

OUR AI AGENT SERVICES

We provide comprehensive AI agent solutions including managed services, self-service platforms, and open-source software. Our AI agents are powered by advanced language models from providers like OpenAI and Anthropic.

Our service offerings include:

• Open-Source Software: Free, community-driven AI agent frameworks available at https://github.com/ag2ai
• Managed AI Agent Services: Custom AI agent development, deployment, and management by our team
• AI Agent Platform: Self-service platform for you to build, customize, and deploy your own AI agents
• Hybrid Solutions: Combination of managed services and platform access based on your needs
• Enterprise Solutions: Direct API access, custom integrations, and advanced customization options
• Integration Services: Connection with your existing systems and workflows
• Ongoing Support: Monitoring, optimization, and technical assistance across all commercial service tiers

OPEN-SOURCE SOFTWARE AND COMMUNITY

Open-Source Offerings

We maintain open-source AI agent software that is freely available to the community:

• Repository: Our open-source code is available at https://github.com/ag2ai
• License: Open-source software is licensed under Apache License 2.0
• Community Support: Community-driven support through GitHub issues and discussions

Governance and Ethics

Our governance policies, including ethics statements and community guidelines, are available at: https://github.com/ag2ai/governance

These policies govern:

• Open-source project governance and decision-making
• Community contribution guidelines and code of conduct
• Ethical AI development and deployment principles
• Data handling and privacy practices for open-source projects

Relationship Between Open-Source and Commercial Services

• Open-source software use is governed by the Apache License 2.0, not these Terms of Service
• These Terms of Service apply only to our commercial platform, managed services, and paid offerings
• You may use our open-source software independently of our commercial services
• Commercial services may include enhanced features, support, and integrations not available in open-source versions

ACCOUNT TERMS AND ACCESS

Account Registration

To use our services, you must:

• Provide accurate and complete registration information
• Be at least 18 years old or have legal authority to enter into contracts
• Represent a legitimate business or organization
• Maintain current and valid payment information

Account Security and Responsibility

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Immediately notifying us of any unauthorized access or security breaches
• Ensuring all users from your organization comply with these terms
• Keeping your account information up to date

Authorization

If you're using our services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these terms.

ACCEPTABLE USE POLICY

Permitted Uses

You may use our services for:

• Using our open-source software according to its applicable open-source license
• Building, deploying, and managing AI agents (on our platform or through our managed services)
• Legitimate business operations and automation
• Customer service and support functions
• Data processing and analysis tasks
• Content generation for business purposes
• Integration with your approved business systems
• API access and custom development (where included in your service plan)
• Contributing to our open-source projects and community
• Any other lawful business purposes within your service scope

Prohibited Uses

You may not use our services to:

• Generate illegal, harmful, offensive, or inappropriate content
• Violate any applicable laws or regulations
• Infringe on intellectual property rights of third parties
• Engage in fraudulent, deceptive, or misleading activities
• Harass, threaten, or harm individuals or groups
• Attempt to reverse engineer, hack, or compromise our systems (beyond authorized API access)
• Share access credentials with unauthorized parties
• Use the service beyond your agreed scope and usage limits
• Resell or redistribute our services without authorization
• Process personal data without proper legal basis and consent
• Use our platform to create competing AI agent services (except where explicitly permitted)

AI-Specific Restrictions

When using our AI agents, you must not:

• Submit requests designed to generate harmful, biased, or discriminatory content
• Attempt to manipulate AI agents to bypass safety measures
• Use AI agents to impersonate real individuals without disclosure
• Submit confidential information of third parties without authorization
• Use outputs to make decisions that could significantly impact individuals without human review

YOUR DATA AND OUR AI AGENTS

Your Data Ownership

You retain ownership of all data, information, and content you provide to us ("Customer Data"). This includes:

• Input data you provide for AI agent processing
• Business information and requirements you share
• Configuration preferences and settings
• Any proprietary information related to your business

Our Rights to Use Your Data

You grant us a limited, non-exclusive license to use your Customer Data solely to:

• Provide AI agent services to you
• Train and improve our AI agents for your specific use case
• Troubleshoot and provide technical support
• Comply with legal obligations and enforce these terms
• Generate anonymized insights to improve our overall service quality

Data Processing and Third-Party AI Services

Our AI agents utilize third-party AI services (such as OpenAI, Anthropic, and others). By using our services:

• Your data may be processed by these third-party AI providers
• We maintain data processing agreements with these providers
• You agree to comply with applicable third-party terms where relevant
• We implement reasonable measures to protect your data during processing

Data Security and Protection

We implement industry-standard security measures including:

• Encryption of data in transit and at rest
• Access controls limiting data access to authorized personnel only
• Regular security audits and monitoring
• Incident response procedures for security breaches
• Compliance with applicable data protection regulations

Data Retention and Deletion

• We retain your data as long as necessary to provide services and fulfill legal obligations
• You may request data deletion upon service termination (subject to legal retention requirements)
• We may retain anonymized, aggregated data for service improvement purposes
• Specific retention periods are detailed in our Privacy Policy

SERVICE TERMS AND AVAILABILITY

Service Levels and Performance

We strive to provide reliable AI agent services with high availability, but we cannot guarantee:

• 100% uptime or uninterrupted service
• Specific response times for all AI agent tasks
• Availability during scheduled maintenance periods
• Performance during third-party service outages beyond our control

Service Updates and Modifications

We may:

• Update AI agent capabilities and features
• Modify service offerings with reasonable notice
• Implement security updates and improvements
• Change third-party integrations as needed
• Discontinue services with 60 days' written notice

Customer Support

We provide customer support including:

• Technical assistance with AI agent functionality
• Help with service configuration and optimization
• Response to service-related inquiries
• Training and onboarding assistance
• Support response times based on your service level agreement

FEES, PAYMENT, AND SUBSCRIPTION TERMS

Service Fees

You agree to pay all fees associated with your commercial service plan as specified in your service agreement or as posted on our website. Fees may vary based on:

• Open-Source Software: Completely free with no fees (governed by open-source license)
• Platform Access: Monthly or annual subscription for self-service platform use
• Managed Services: Project-based or retainer fees for our managed AI agent services
• Usage-Based Pricing: Costs for AI model usage, API calls, and agent interactions
• Enterprise Features: Additional fees for advanced customization, direct API access, or premium support
• Setup and Integration: One-time fees for onboarding and custom integrations

Payment Terms and Billing

• Fees are typically charged in advance for subscription services
• Usage-based fees may be charged monthly in arrears
• Payment is due within 30 days of invoice date unless otherwise specified
• Late payments may incur additional charges as permitted by law
• You're responsible for all applicable taxes related to your use of our services

Fee Changes and Refunds

• We may change our fees with 60 days' written notice
• Fee changes apply to renewal periods, not current service terms
• Fees are generally non-refundable except as required by law or in cases of significant service failures
• Refund requests will be considered on a case-by-case basis

INTELLECTUAL PROPERTY RIGHTS

Our Intellectual Property

We retain all rights, title, and interest in:

• Our AI agent technology and systems
• Proprietary algorithms and methodologies
• Service documentation and materials
• Trademarks, copyrights, and other intellectual property
• Improvements and enhancements we develop

AI-Generated Outputs

Content and responses generated by our AI agents ("AI Outputs") are provided to you for use according to your service agreement. However:

• AI Outputs may not be unique and could be similar to outputs for other clients
• We make no guarantees about the accuracy, completeness, or appropriateness of AI Outputs
• You are responsible for reviewing and validating AI Outputs before use in critical applications
• Commercial use of AI Outputs should be consistent with applicable third-party AI provider terms

Customer Feedback and Suggestions

If you provide feedback, suggestions, or ideas about our services, we may use them to improve our offerings without compensation to you, unless otherwise agreed in writing.

SERVICE LIMITATIONS AND DISCLAIMERS

AI Technology Limitations

You acknowledge and understand that AI technology:

• May produce inaccurate, incomplete, or biased results
• Requires human oversight and cannot replace professional judgment
• Cannot guarantee specific outcomes or results
• May have difficulty with complex reasoning or nuanced tasks
• Can reflect biases present in training data
• Should not be solely relied upon for critical business decisions

Service Disclaimers

Our services are provided "as is" and "as available" without warranties of any kind. We specifically disclaim:

• Warranties of merchantability and fitness for a particular purpose
• Guarantees of uninterrupted, error-free, or secure service
• Responsibility for the accuracy or reliability of AI-generated content
• Warranties regarding third-party integrations or services

Limitation of Liability

To the maximum extent permitted by law:

• Our total liability is limited to the amount you paid us in the 12 months preceding the claim
• We are not liable for indirect, consequential, special, or punitive damages
• We are not liable for lost profits, data loss, or business interruption
• These limitations apply regardless of the theory of liability

TERMINATION AND ACCOUNT CLOSURE

Termination by You

You may terminate your service agreement:

• By providing written notice according to your service agreement terms
• Immediately if we materially breach these terms and fail to cure within 30 days
• Your obligations for fees incurred prior to termination remain in effect

Termination by Us

We may suspend or terminate your access if:

• You breach these terms or your service agreement
• Your account becomes significantly overdue on payments
• We reasonably believe your use poses security or legal risks
• We decide to discontinue services (with appropriate notice)
• Required by law or legal process

Effect of Termination

Upon termination:

• Your access to AI agent services ends immediately
• You remain responsible for all unpaid fees and charges
• We may delete your data according to our retention policies
• You must cease using any AI Outputs in accordance with applicable terms
• Provisions regarding liability, confidentiality, and disputes survive termination

PRIVACY AND CONFIDENTIALITY

Privacy Policy

Our Privacy Policy, incorporated by reference into these terms, explains how we collect, use, store, and protect your personal information and data.

Confidentiality Obligations

Both parties agree to:

• Keep confidential information secure and confidential
• Use confidential information only for the purposes of providing/receiving services
• Not disclose confidential information to third parties without consent
• Return or destroy confidential information upon termination

DISPUTE RESOLUTION AND LEGAL TERMS

Governing Law and Jurisdiction

These terms are governed by the laws of [Your State/Country]. Any legal disputes will be resolved exclusively in the courts of [Your Jurisdiction].

Dispute Resolution Process

Before initiating legal proceedings, you agree to:

• First attempt to resolve disputes through direct communication
• Engage in good faith negotiations for at least 30 days
• Consider mediation if direct negotiations fail

General Legal Provisions

• If any provision is found unenforceable, the remainder of these terms remain effective
• These terms constitute the entire agreement between us regarding the services
• We may assign these terms in connection with a business transfer
• You may not assign these terms without our written consent
• No waiver of any provision requires written agreement

UPDATES AND COMMUNICATION

Terms Updates

We may update these terms by:

• Posting revised terms on our website
• Sending email notification of material changes
• Providing notice through our service dashboard
• Your continued use after changes constitutes acceptance

Official Communication

For official notices and legal communications:

• General Support: info@ag2.ai
• Mailing Address: 240 2nd Ave S #300, Seattle, WA 98104

These Terms of Service were last updated on 05/25/2025. By continuing to use our services, you acknowledge that you have read, understood, and agree to be bound by these terms.