Terms of Service

Last updated: July 4, 2026

These Terms of Service (the "Terms") are an agreement between ProtoML, Inc. (doing business as "AGNT5", "we", "us", or "our") and the person or entity using our services ("you"). They govern your use of the website atagnt5.com, the AGNT5 cloud service atapp.agnt5.com, our command-line tools, and related services (together, the "Service"). By creating an account or using the Service, you accept these Terms. If you use the Service on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to it.

1. The Service

AGNT5 is a durable runtime and observability platform for AI agents and workflows: you deploy code built with our SDKs, and the Service executes, persists, replays, and helps you observe and evaluate those workloads. We may improve or modify the Service over time; if we make a change that materially reduces core functionality of a paid plan, we will notify you.

2. Accounts

You must be at least 16 years old and provide accurate account information. You are responsible for activity under your account and for keeping credentials and API keys confidential. Notify us promptly atsupport@agnt5.com if you suspect unauthorized use.

3. Plans, fees, and billing

  • Plans. The Service is offered under the plans and usage limits described on our pricing page. We may change prices or plan features with at least 30 days' notice; changes take effect at your next renewal.
  • Billing. Paid subscriptions are billed in advance through Stripe and renew automatically until cancelled. Usage-based charges, where applicable, are billed in arrears.
  • Cancellation. You may cancel at any time; your plan remains active until the end of the current billing period. Except where required by law, fees are non-refundable.
  • Taxes. Fees exclude taxes; you are responsible for any applicable taxes other than taxes on our income.
  • Free plans. Free plans are provided as-is with the usage limits shown on the pricing page, and we may change or withdraw them at any time.

4. Your content

You retain all rights to code, data, prompts, inputs, outputs, and other material you submit to or generate through the Service ("Customer Content"). You grant us a limited license to host, process, transmit, and display Customer Content solely to provide and secure the Service, to prevent or address technical problems, or as you otherwise instruct. We process personal data in Customer Content under theData Processing Addendum, which is incorporated into these Terms. You are responsible for your Customer Content, including having the rights needed to submit it and ensuring it does not violate the law or third-party rights.

5. Acceptable use

You agree not to:

  • use the Service to violate the law or the rights of others, or to build, transmit, or store malicious code;
  • probe, breach, or circumvent security or usage limits, or interfere with the integrity or performance of the Service;
  • access the Service to build a directly competing product, or resell it without our written agreement;
  • use the Service to send spam or other unsolicited communications at scale;
  • process data in violation of applicable privacy laws, including submitting personal data you have no right to process.

We may suspend access where we reasonably believe your use threatens the security, integrity, or availability of the Service or violates this section; we will notify you and restore access once the issue is resolved.

6. Third-party services and model providers

Your workloads may call third-party services, including LLM providers (such as OpenAI or Anthropic) using your own or platform-provided credentials. Your use of those services is governed by their terms, and we are not responsible for their availability, output, or handling of data you send to them. Optional platform features that call model providers on your behalf (for example, LLM-based evaluation scorers) are described in the Data Processing Addendum and apply only if you enable them.

7. Open-source software

Our SDKs, templates, and other open-source components are licensed under the licenses that accompany them, which govern those components instead of these Terms.

8. Intellectual property and feedback

We and our licensors own the Service, including all related intellectual property. These Terms grant no rights other than the limited right to use the Service. If you send us feedback, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you.

9. Beta features

We may offer features identified as alpha, beta, preview, or similar. They are provided as-is, may change or be discontinued at any time, and are excluded from any availability commitments.

10. Confidentiality

Each party will protect the other's non-public information with at least reasonable care, use it only as needed to perform under these Terms, and not disclose it except to those who need it and are bound by comparable obligations, or where disclosure is required by law.

11. Disclaimer of warranties

THE SERVICE IS 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, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT OUTPUT PRODUCED BY YOUR WORKLOADS OR THIRD-PARTY MODELS WILL BE ACCURATE OR RELIABLE.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS IS LIMITED TO THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY (OR US $100 IF YOU ARE ON A FREE PLAN). THESE LIMITS DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS, EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, OR LIABILITY THAT CANNOT BE LIMITED BY LAW.

13. Indemnification

You will defend and indemnify us against third-party claims arising from your Customer Content or your use of the Service in violation of these Terms or the law. We will defend and indemnify you against third-party claims that the Service, as provided by us and used as permitted, infringes their intellectual property rights; our options include procuring rights, modifying the Service, or terminating the affected functionality with a pro-rata refund.

14. Term and termination

These Terms apply while you use the Service. You may stop using the Service and delete your account at any time. Either party may terminate for material breach not cured within 30 days of notice; we may terminate free accounts that have been inactive for an extended period with prior notice. After termination, you have 30 days to export your Customer Content, after which we will delete it in accordance with theData Processing Addendum. Sections that by their nature should survive (including Sections 8 and 10–16) survive termination.

15. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, USA, excluding its conflict-of-laws rules. The state and federal courts located in Delaware have exclusive jurisdiction over disputes arising out of these Terms, and each party consents to their jurisdiction. Nothing in this section limits either party's right to seek injunctive relief in any court of competent jurisdiction.

16. General

These Terms, together with the Privacy Policy, theData Processing Addendum, and any order form or enterprise agreement you sign with us (which controls over these Terms if they conflict), are the entire agreement between us regarding the Service. You may not assign these Terms without our consent, except to an affiliate or successor in a merger or asset sale; we may assign them to an affiliate or successor. If a provision is unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You must comply with applicable export control and sanctions laws in using the Service.

17. Changes to these Terms

We may update these Terms from time to time. For material changes we will give at least 30 days' notice by email or in-product notice; other changes take effect when posted on this page. Continued use of the Service after a change takes effect constitutes acceptance.

Contact

ProtoML, Inc. (d/b/a AGNT5)
Email: legal@agnt5.com