Terms of Service

These Terms of Service ("Terms") govern your access to and use of the software applications listed in Schedule A (each an "App," collectively the "Apps"), including related websites and services (together, the "Services"), provided by Agoge Operations, LLC ("Agoge," "we," "us").

By creating an account, clicking to accept, or using any App, you agree to these Terms. If you are using an App on behalf of a company, you represent that you have authority to bind that company, and "you" means that company.

If an App has supplemental terms listed in Schedule A, those supplemental terms control for that App where they conflict with these Terms.

If you do not agree to these Terms, do not use the Services.

1. The Services

Each App provides the functionality described in Schedule A. We may add, change, or remove features at any time. We will provide reasonable notice of changes that materially reduce core functionality of a paid plan.

2. Eligibility and Accounts

You must be at least 18 years old and capable of forming a binding contract. You are responsible for your account credentials and for all activity under your account. Notify us immediately at legal@agoge.consulting of any unauthorized use. An account on one App does not grant access to another App unless stated.

3. Subscriptions, Billing, and Renewal

3.1 Fees. Paid plans are billed in advance on a recurring basis (monthly or annually, as selected at purchase). Fees are stated at checkout for each App.

3.2 Automatic renewal. Your subscription renews automatically at the end of each billing period at the then-current rate unless you cancel before the renewal date. By subscribing, you separately and affirmatively consent to recurring charges to your payment method until you cancel. We will send a reminder before renewal where required by law, and for annual plans we send a reminder to your account email at least 30 days before renewal regardless of jurisdiction.

3.3 Cancellation. You may cancel at any time from your account settings, online, without contacting support. Cancellation takes effect at the end of the current billing period. Except where required by law, fees are non-refundable and we do not provide prorated refunds for partial periods.

3.4 Price changes. We may change prices with at least 30 days' notice. Price changes take effect at your next renewal. Continued use after renewal constitutes acceptance.

3.5 Taxes. Fees exclude taxes. You are responsible for all applicable taxes, except taxes on our income.

3.6 Free trials. If a plan begins with a free trial, we will disclose the price and renewal date before collecting your payment method, and your paid subscription begins automatically when the trial ends unless you cancel first.

4. Your Content

4.1 Ownership. You retain all rights to the data, documents, and other materials you submit to any App ("Customer Content"). We claim no ownership of Customer Content.

4.2 License to us. You grant us a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Content solely as necessary to (a) provide and maintain the Services, (b) prevent or address technical or security issues, (c) comply with law, and (d) improve the Services using data that has been aggregated or de-identified so that it no longer identifies you or any person.

4.3 AI features and training. Customer Content processed by AI features is sent to the model providers identified for each App in the Privacy Policy to generate outputs. We do not use your Customer Content to train our own or third-party foundation models.

4.4 Responsibility. You are responsible for Customer Content and represent that you have the rights to submit it and that it does not violate law or third-party rights.

5. AI Outputs and No Professional Advice

5.1 Outputs. The Services use AI models that generate content ("Outputs"). Outputs may be inaccurate, incomplete, or offensive despite our efforts. You are responsible for evaluating Outputs before relying on them. As between you and us, and to the extent permitted by law, you own the Outputs generated from your Customer Content.

5.2 No professional advice. The Services, including all Outputs, frameworks, templates, and recommendations, are provided for informational purposes only and do not constitute legal, financial, tax, investment, accounting, or other professional advice. Business decisions you make using the Services are yours alone. Consult qualified professionals before acting on significant decisions.

6. Acceptable Use

You will not:

• reverse engineer, decompile, or attempt to extract source code, models, or prompts from the Services;
• resell, sublicense, or provide the Services to third parties except authorized users on your plan;
• use the Services to build a competing product;
• probe, scan, or test the vulnerability of the Services without written permission;
• use the Services to violate law or third-party rights;
• submit malicious code;
• use automated means to access the Services except through documented APIs;
• circumvent usage limits or access restrictions.

7. Our Intellectual Property

The Services, including software, design, text, graphics, frameworks, and all related intellectual property, are owned by us or our licensors. These Terms grant you a limited, non-exclusive, non-transferable, revocable license to use the Services for your internal business purposes during your subscription. No rights are granted except as expressly stated. Feedback you provide may be used by us without restriction or compensation.

8. Third-Party Services

The Services depend on third-party providers (hosting, payments, AI models), identified per App in the Privacy Policy. We are not responsible for third-party services, and your use of integrations you connect is governed by those providers' terms.

9. Confidentiality

Each party will protect the other's non-public information with at least reasonable care and use it only as needed to perform under these Terms. This obligation survives termination for three years, and indefinitely for trade secrets.

10. Termination and Suspension

10.1 By you. Cancel any time per Section 3.3.

10.2 By us. We may suspend or terminate your access immediately if you materially breach these Terms, if required by law, or if your use poses a security or legal risk to us or others. For non-material breaches, we will provide notice and 30 days to cure. We may terminate for convenience with 30 days' notice and a prorated refund of prepaid, unused fees.

10.3 Effect. Upon termination, your license ends. You may export your Customer Content for 30 days after termination, after which we may delete it per our retention schedule. Sections that by their nature survive (4.2 as to prior processing, 5, 7, 9, 11, 12, 13, 14) survive termination.

11. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT OUTPUTS WILL BE ACCURATE OR RELIABLE.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, DATA, OR GOODWILL; AND (B) OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE AMOUNTS YOU PAID US FOR THE APP GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. THESE LIMITS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THEY DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS, YOUR INDEMNIFICATION OBLIGATIONS, OR EITHER PARTY'S BREACH OF SECTION 6 OR INFRINGEMENT OF THE OTHER'S INTELLECTUAL PROPERTY.

13. Indemnification

You will defend and indemnify us against third-party claims arising from your Customer Content, your use of the Services in violation of these Terms, or your violation of law or third-party rights.

14. Dispute Resolution; Arbitration; Class Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

14.1 Informal resolution first. Before filing any claim, you agree to contact us at legal@agoge.consulting and attempt in good faith to resolve the dispute for 60 days. This is a precondition to arbitration or litigation.

14.2 Binding arbitration. Any dispute arising out of these Terms or the Services will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its applicable rules, seated in Wake County, North Carolina. Judgment on the award may be entered in any court of competent jurisdiction. Either party may instead bring an individual claim in small claims court.

14.3 Class action waiver. ALL DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING.

14.4 Mass filings. If 25 or more similar demands are filed by or with the assistance of coordinated counsel, the parties agree the demands will be batched and resolved in staged proceedings under the administrator's mass-arbitration rules, with fees payable per batch as proceedings commence.

14.5 Opt-out. You may opt out of arbitration by emailing legal@agoge.consulting within 30 days of first accepting these Terms, stating your name, account email, and intent to opt out.

14.6 Carve-outs. Either party may seek injunctive relief in court for intellectual property infringement or unauthorized access.

15. Governing Law and Venue

These Terms are governed by the laws of the State of North Carolina, without regard to conflict-of-laws rules. Subject to Section 14, exclusive venue for any court proceeding is the state and federal courts located in Wake County, North Carolina, and both parties consent to personal jurisdiction there.

16. Changes to These Terms

We may update these Terms. For material changes, we will notify you by email or in-app notice at least 30 days before they take effect. Continued use after the effective date constitutes acceptance. If you do not agree, cancel before the effective date.

17. General

These Terms, together with the Privacy Policy, Schedule A, and any order form, are the entire agreement between us regarding the Services. We may assign these Terms in connection with a merger, acquisition, or sale of assets; you may not assign without our consent. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary, and the rest remains in effect. Neither party is liable for delays caused by events beyond its reasonable control. Notices to us go to legal@agoge.consulting; notices to you go to your account email.

Contact: Agoge Operations, LLC, 5830 East 2nd St. PMB 90025, Casper, WY 82609 · legal@agoge.consulting

Schedule A: Covered Apps

Adding an App to the family means adding a row here and a section to the Privacy Policy appendix. Nothing else in this document changes.