Terms & Conditions
Last updated: February 2026
1. SaaS Services and Support
1.1. Subject to the terms of this Agreement, CxOAGI will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative user name and password for Customer’s CxOAGI account. CxOAGI reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
1.2. Subject to the terms hereof, CxOAGI will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit C.
2. Restrictions and Responsibilities
2.1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by CxOAGI or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
2.2. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
2.3. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless CxOAGI against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although CxOAGI has no obligation to monitor Customer’s use of the Services, CxOAGI may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
2.4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
3. Confidentiality; Proprietary Rights
3.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of CxOAGI includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to CxOAGI to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
3.2. Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. CxOAGI shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3. Notwithstanding anything to the contrary, CxOAGI shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and CxOAGI will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other CxOAGI offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
4. Payment of Fees
4.1. The Services are offered on a monthly subscription basis. Customer agrees to pay the applicable subscription fees (“Fees”) as displayed at the time of signup or as otherwise communicated by CxOAGI. All Fees are billed in advance on a monthly recurring basis and are charged automatically to the credit card or payment method Customer provides through our third-party payment processor, Stripe. By subscribing to the Services, Customer authorizes CxOAGI and Stripe to charge the payment method on file for all recurring Fees until the subscription is cancelled. CxOAGI reserves the right to update the Fees upon thirty (30) days prior notice to Customer (which may be sent by email), with any changes taking effect at the start of the next billing cycle.
4.2. If Customer believes a charge is incorrect, Customer must contact CxOAGI’s support team no later than 60 days after the charge appeared, in order to receive an adjustment or credit. If a payment fails or is declined, CxOAGI may reattempt the charge and, if payment remains unsuccessful, may suspend or terminate access to the Services. Customer is responsible for keeping payment information current and accurate. Customer is responsible for all applicable taxes associated with the Services other than U.S. taxes based on CxOAGI’s net income.
5. Term and Termination
5.1. Subject to earlier termination as provided below, this Agreement begins when Customer subscribes to the Services and continues on a month-to-month basis (the “Term”). The subscription will automatically renew at the start of each monthly billing cycle unless Customer cancels before the end of the current billing period.
5.2. Customer may cancel their subscription at any time through their account settings or by contacting CxOAGI’s support team. Cancellation will take effect at the end of the current billing period, and Customer will retain access to the Services through that date. No refunds or credits will be issued for partial months. In addition to any other remedies it may have, CxOAGI may suspend or terminate Customer’s access immediately, without notice, in the case of nonpayment or if Customer materially breaches any of the terms or conditions of this Agreement. Upon any termination, CxOAGI will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter CxOAGI may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
6. Warranty and Disclaimer
CxOAGI shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by CxOAGI or by third-party providers, or because of other causes beyond CxOAGI’s reasonable control, but CxOAGI shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
HOWEVER, CXOAGI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND CXOAGI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
The direction, provisioning of authority, and Execution of any Agent or Process is at the discretion of the Client, and CxOAGI has no control over agent Execution, authority, controls, or other actions as configured by the Client.
7. Mutual Indemnification and Limitation of Liability
7.1 Intellectual Property Indemnification by CxOAGI
CxOAGI shall defend, indemnify, and hold Customer harmless from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from allegations that the Service, when used in accordance with this Agreement, infringes any United States patent, copyright, or misappropriates any trade secret; provided that Customer (i) promptly notifies CxOAGI in writing of any such claim, (ii) grants CxOAGI sole control over the defense and settlement of such claim, and (iii) provides reasonable cooperation and assistance in the defense thereof at CxOAGI’s expense. CxOAGI shall not be liable for any settlement made without its prior written approval.
7.2 Exceptions to IP Indemnification
The foregoing indemnification obligations shall not apply to claims arising from or related to: (i) components, software, or materials not supplied by CxOAGI; (ii) Service features made in accordance with Customer’s specifications, designs, or instructions; (iii) modifications to the Service made by any party other than CxOAGI after delivery; (iv) combination of the Service with third-party products, processes, data, or materials where the infringement relates to such combination; (v) Customer’s continued use of the Service after being notified of infringing activity or after being informed of available non-infringing modifications or alternatives; (vi) use of the Service in a manner not strictly in accordance with this Agreement and accompanying documentation; or (vii) use of other than the most current version of the Service where infringement would have been avoided by use of the current version.
7.3 IP Infringement Remedies
If the Service is held by a court of competent jurisdiction to be infringing, or if CxOAGI reasonably believes it may become subject to an infringement claim, CxOAGI may, at its sole option and expense: (a) procure for Customer the right to continue using the Service; (b) replace or modify the Service to be non-infringing while maintaining substantially similar features and functionality; or (c) if options (a) and (b) are not commercially reasonable, terminate this Agreement upon written notice and refund to Customer any prepaid, unused fees on a pro-rata basis.
7.4 Customer Indemnification of CxOAGI
Customer shall defend, indemnify, and hold harmless CxOAGI, its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all third-party claims, actions, demands, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to: (i) Customer’s use or misuse of the Service or any outputs generated thereby; (ii) Customer’s breach of this Agreement, including violation of applicable laws, regulations, or third-party rights; (iii) Customer Data or any content, instructions, or specifications provided by Customer; (iv) decisions, actions, or business implementations made by Customer based on outputs from the Service; (v) any representation, warranty, or guarantee made by Customer to third parties regarding outputs from the Service; (vi) Customer’s failure to independently verify, validate, or review outputs generated by the Service before use or distribution; or (vii) any claims that Customer’s use of the Service, in combination with Customer’s products, services, or operations, violates applicable law or infringes third-party rights.
7.5 Disclaimer of Warranties for AI-Generated Outputs
CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICE UTILIZES ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES. CXOAGI MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING: (i) THE ACCURACY, COMPLETENESS, RELIABILITY, CURRENTNESS, OR APPROPRIATENESS OF ANY OUTPUTS GENERATED BY THE SERVICE; (ii) THE SUITABILITY OF SUCH OUTPUTS FOR ANY PARTICULAR PURPOSE OR USE CASE; OR (iii) THAT OUTPUTS WILL BE ERROR-FREE, UNBIASED, OR FREE FROM HARMFUL, OFFENSIVE, OR INAPPROPRIATE CONTENT. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING, VALIDATING, EDITING, AND APPROVING ALL OUTPUTS BEFORE USE AND FOR DETERMINING THE APPROPRIATENESS OF ANY OUTPUT FOR CUSTOMER’S INTENDED PURPOSE.
7.6 Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT:
(a) IN NO EVENT SHALL CXOAGI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, COST OF SUBSTITUTE SERVICES, OR REPUTATIONAL HARM, WHETHER ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF CXOAGI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) CXOAGI’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO CXOAGI DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
(c) CXOAGI SHALL HAVE NO LIABILITY FOR ANY DAMAGES, LOSSES, OR CLAIMS ARISING FROM: (i) CUSTOMER’S RELIANCE ON OUTPUTS GENERATED BY THE SERVICE WITHOUT INDEPENDENT VERIFICATION; (ii) BUSINESS DECISIONS OR ACTIONS TAKEN BY CUSTOMER BASED ON SUCH OUTPUTS; (iii) THIRD-PARTY CLAIMS RELATED TO CUSTOMER’S USE OR DISTRIBUTION OF SERVICE OUTPUTS; OR (iv) ANY USE OF THE SERVICE THAT VIOLATES THIS AGREEMENT OR APPLICABLE LAW.
7.7 Output Use Responsibility
Customer expressly acknowledges and agrees that: (i) all outputs generated by the Service are provided “as-is” for Customer’s reference and consideration only; (ii) Customer bears sole responsibility for independently verifying, validating, and reviewing all outputs before use in any business process, decision-making, or external distribution; (iii) CxOAGI has no visibility into or control over how Customer uses outputs generated by the Service; and (iv) Customer shall implement appropriate human oversight, review processes, and quality controls commensurate with the criticality and risk of Customer’s intended use case.
7.8 Indemnification Procedures
The indemnified party shall: (i) provide prompt written notice to the indemnifying party of any claim subject to indemnification; (ii) cooperate fully with the indemnifying party in the defense of such claim; and (iii) allow the indemnifying party to control the defense and settlement of such claim, provided that the indemnifying party shall not settle any claim in a manner that admits liability on behalf of the indemnified party or imposes obligations on the indemnified party without the indemnified party’s prior written consent.
7.9 Sole Remedy
THE REMEDIES SET FORTH IN THIS SECTION CONSTITUTE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES AND CXOAGI’S ENTIRE LIABILITY FOR ANY CLAIMS RELATED TO INTELLECTUAL PROPERTY INFRINGEMENT OR THE USE OF SERVICE OUTPUTS.
8. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, CXOAGI AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND CXOAGI’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO CXOAGI FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT CXOAGI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Miscellaneous
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with CxOAGI’s prior written consent. CxOAGI may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind CxOAGI in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.
The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with CxOAGI to serve as a reference account upon request.