Terms of Service
Last updated: October 31, 2026
These Terms of Service ("Terms") are a legally binding agreement between you, whether personally or on behalf of an organization ("you"), and Webtelic.AI LLC, based in Oregon, United States ("Webtelic.AI", "Company", "we", "us", "our"). They govern your access to and use of webtelic.ai, the AEGIS platform, the web addresses we host for your applications, and every related product, feature and service (together, the "Service").
1. Acceptance of Terms
By accessing or using the Service, including by signing in, you agree to these Terms and to our Privacy Policy, which is part of these Terms. If you do not agree, do not use the Service. If you use the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and "you" includes that organization. If you have a separate written agreement with us, such as an Enterprise service agreement, that agreement prevails over these Terms where the two conflict.
2. The Service
AEGIS is an agentic coding platform that uses AI agents to plan, write, test, run and deploy web applications. The Service includes the coding agent, Chat, image generation, custom agents, AI helpers that work inside your applications, and scheduled tasks, hosting of your applications on their own web addresses, a database for each project, automated code reviews and security audits, workspace and team management, and related tools available through the web interface and API.
Features described as new, preview or beta are provided for evaluation and may change, be limited or be withdrawn at any time. We may add, change or remove features, AI models and usage limits at any time.
The Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation. If you access the Service from such a place, you do so on your own initiative and are solely responsible for compliance with local laws.
3. Eligibility & User Representations
By using the Service, you represent and warrant that:
- you are at least 18 years old and have the legal capacity to agree to these Terms;
- all registration information you submit is true, accurate, current and complete, and you will keep it that way;
- you will not access the Service through automated or non-human means, such as bots or scripts, except through features and interfaces we provide for that purpose;
- you will not use the Service for any illegal or unauthorized purpose, and your use of the Service will not violate any applicable law or regulation;
- you are not located in a country subject to a U.S. government embargo, you are not on any U.S. government list of prohibited or restricted parties, and you will comply with all U.S. and other applicable export control and sanctions laws.
Regulated data. The Service is not designed to meet industry-specific requirements such as HIPAA, FISMA, PCI DSS, FERPA or GLBA. You may not use the Service to store or process protected health information, payment card numbers or other data subject to such requirements, or build applications on the Service that do, unless we have agreed otherwise in writing.
4. Accounts & Workspaces
You sign in through a supported identity provider (currently Google). You are responsible for keeping your sign-in credentials secure and for all activity under your account, whether or not you authorized it. Tell us immediately through our contact page if you suspect unauthorized use of your account.
We may remove, reclaim or change any username, workspace name, project name or web address if we determine, in our sole discretion, that it is inappropriate, offensive, misleading, infringing or otherwise objectionable.
Team members. A workspace owner may invite team members and share projects with them. The workspace owner is responsible for the activity of everyone they invite, including the usage it adds to the workspace's bill, and for removing access that is no longer needed. Content in a shared project is visible to the people it is shared with.
5. Plans, Usage Balance & Billing
All prices are in US dollars. Payments are processed by Stripe; we do not store your full card details. You agree to provide current, complete and accurate purchase and payment information, and to pay all charges at the prices in effect when they are incurred.
5.1 Subscription plans
Starter and Professional plans are billed monthly in advance, on the day you subscribe and on the same day each month after that. Your subscription renews automatically each month until you cancel, and you authorize us to charge your payment method for each renewal without asking for your approval each time. You can cancel at any time from the billing portal in your account; the cancellation takes effect at the end of the current billing period and you are not charged again. Enterprise plans are billed as set out in your service agreement.
5.2 Usage balance
Each monthly plan payment is added to your account as usage balance. Your use of AI models (the coding agent, Chat, image generation, and the automated code reviews and security fixes run for your projects) is deducted from your balance as it happens, at the prices described in 5.4.
- Usage is drawn from your plan balance first, then from funds you added yourself.
- At each monthly renewal your plan balance is reset to your plan's amount. Plan balance not used during the month does not carry over.
- Funds you add (see 5.3) carry over from month to month until they are used.
5.3 Adding funds
You can add funds to your balance at any time (minimum $10), and you can turn on automatic top-up, which charges your card on file for the amount you choose whenever your balance falls to $10 or below. By turning on automatic top-up, you authorize us to charge your payment method for that amount each time it is triggered, until you turn it off.
5.4 How usage is priced
Each AI model has a listed price, shown on the Models page in the app. Listed prices are based on each model provider's published rates, are never lower than what we pay the provider, and may include a platform fee. The listed price is the price you are billed.
- Chat and coding models are priced per million tokens (a token is roughly three to four characters of text). Input tokens are everything sent to the model with a request: your message, the conversation so far, project files and the results of the agent's tools. Output tokens are everything the model writes, including its reasoning.
- Cached input: when the provider serves part of the input from its cache, those tokens are billed at the model's cached-input price where one is listed, and otherwise at its normal input price.
- Cache writes: tokens the provider writes to its prompt cache are billed at the model's cache-write price where one is listed, and never below its input price.
- Long prompts: some models have a higher price for long requests. When a single request's input reaches that model's threshold, the whole request is billed at the long-prompt prices shown on the Models page.
- Each request counts: one message can involve many model requests, such as each step the coding agent takes, automatic fixes after a build or code review, and retries. Each request is billed separately.
- Usage the provider charged for is billed, including requests that were cancelled, failed or did not produce a useful result. When a provider does not report the usage of a request, it is estimated from the amount of text sent and received.
- Image generation is priced per image delivered, at the model's price for the options you choose (such as quality, size and resolution), shown before you generate. Models that charge for images you provide to edit also bill each such image. Generations that fail or deliver no image are not billed.
5.5 Running out of balance
When your balance runs out, new requests are not started until you add funds or an automatic top-up succeeds. An image is only generated when your balance covers its price. A request that is already running when your balance runs out may complete, which can take your balance below zero. You agree to pay any negative balance, and we may deduct it from funds you add or from your next plan balance, or charge it to your payment method.
5.6 Price changes
Model prices follow the providers' published rates and may change at any time; the current prices are always shown on the Models page. We will notify you in advance of changes to plan prices.
5.7 Taxes
Prices do not include taxes. Where we are required to collect sales, use, value-added or similar taxes, we add them to your charges. You are responsible for all taxes that apply to your purchases, other than taxes on our income.
5.8 Failed payments and chargebacks
If a payment fails or is reversed, we may suspend the Service, including your hosted applications, until the amount owed is paid. If you dispute a valid charge with your card issuer, we may suspend or close your account.
5.9 Refunds
Except where required by law, all payments are non-refundable, including plan fees, partial billing periods and funds you add. Usage balance has no cash value, cannot be transferred or exchanged for cash, and is not refunded when your account is closed or terminated. We may, at our sole discretion, offer a refund or credit in a particular case; doing so does not entitle you or anyone else to the same in the future.
6. Acceptable Use & Prohibited Activities
You may not access or use the Service for any purpose other than the one for which we make it available. You agree not to use the Service, or any application you build or host with it, to do any of the following.
6.1 Harmful or illegal activity
- Create, host or distribute malware, ransomware, spyware, viruses or other harmful code, or code designed to damage, disable or gain unauthorized access to any system.
- Scan, probe, attack or disrupt any system or network, including through denial-of-service, credential stuffing or brute-force attempts, except systems you own or have written permission to test.
- Run phishing sites, scams or fraud, or impersonate any person or organization.
- Send spam or other unsolicited messages, or host content that promotes them.
- Mine cryptocurrency, or use the Service's computing resources for purposes unrelated to building and running your applications.
- Generate, host or distribute child sexual abuse material or any content that sexualizes minors.
- Create sexual or intimate images of a real person, or images or media of a real person intended to deceive, without that person's consent.
- Harass, threaten, defame, abuse, stalk or intimidate anyone, or promote violence, terrorism, or hatred against people based on protected characteristics.
- Infringe or misappropriate anyone's intellectual property, privacy or publicity rights.
- Collect or process personal data in violation of applicable data protection laws, or collect information about others, such as email addresses, without their consent.
- Violate any applicable law or regulation.
6.2 Misuse of the Service
- Bypass, disable or interfere with security features, usage limits, billing, policies, guardrails, workspace isolation, or the restrictions placed on hosted applications.
- Access or attempt to access another user's account, workspace, data or applications.
- Systematically retrieve data or other content from the Service, including by scraping, to create or compile a collection, database or directory.
- Copy, adapt, reverse engineer, decompile or disassemble the Service, or attempt to extract its source code, prompts or models, except as the law expressly permits.
- Use the Service or its output to build or train a competing product or service, or resell, sublicense or provide access to the Service to others without our written agreement.
- Share your account, create accounts by automated means or under false pretenses, or use multiple accounts to evade limits, suspensions or charges.
- Upload or transmit material that is excessive in size or that places an unreasonable load on our infrastructure.
- Use the Service in a way that violates the terms or usage policies of the AI model providers whose models you use.
- Trick, defraud or mislead us or other users, make improper use of our support services, or submit false reports of abuse or misconduct.
- Harass, annoy, intimidate or threaten any of our employees or agents.
- Delete or alter any copyright or other proprietary notice, frame or link to the Service in an unauthorized way, or use a buying or purchasing agent to make purchases on the Service.
We may investigate any suspected violation and act on it, including by removing content, suspending applications or accounts, and reporting to law enforcement. We report apparent child sexual abuse material to the National Center for Missing & Exploited Children as required by law.
7. AI Output & Agent Actions: Risk Disclosures
The Service gives you access to AI models and autonomous agents, and your use of them involves inherent risks. You acknowledge and agree that:
- Output can be wrong. Code, text, images, plans, reviews, security findings and anything else generated through the Service ("Output") is produced by automated systems and may be inaccurate, incomplete, insecure, biased, offensive or unsuitable for your purpose, even when it is presented confidently.
- Agents act on their own. Agents carry out your instructions with a high degree of autonomy. They can run commands, install software libraries, create, change, overwrite or delete files and data in your projects and project databases, and start, restart and publish your applications. Checkpoints, undo and approval policies reduce, but do not eliminate, the risk of unwanted changes or data loss.
- Checks are aids, not guarantees. Automated builds, quality checks, code reviews and nightly security audits will not find every defect or vulnerability. A passing check does not mean your application is correct, secure or fit for any purpose.
- You review before you rely. You are solely responsible for evaluating Output, including through human review where appropriate, before relying on, deploying, using or distributing it, and for the applications you run.
- Output may resemble other works. Output may be similar or identical to content generated for others or to existing works, and generated code may include or resemble third-party open-source code that is subject to license terms. You are responsible for making sure your use of Output complies with those licenses and with the law and does not infringe anyone's rights. Some Output may not be eligible for copyright protection.
- The internet is not risk-free. The Service is delivered over the internet and depends on systems and networks that are subject to interruptions, delays, errors, data loss and security threats. No method of transmission or storage is completely secure.
- Things change. Features, models and prices may change, be suspended or be discontinued.
- No high-risk use. You will not use the Service, its Output or applications built with it where a failure, delay or inaccurate output could reasonably be expected to result in death, personal injury, or severe physical, financial or environmental harm. This includes operating medical devices, critical infrastructure, vehicles or weapons, and making automated decisions with legal or similarly significant effects on people, such as credit, employment, housing or insurance decisions, without meaningful human review.
By accessing or using the Service, you confirm that you have read and understood these risks and accept them.
8. No Professional Advice
The Service, including any Output and any information on our websites, is provided for general informational and technical purposes only. Nothing in the Service is, or is intended to be, financial, investment, tax, legal, medical, security or other professional advice, or a recommendation to buy, sell or hold any security, digital asset or other financial instrument. Consult a qualified professional before making any decision based on information obtained through the Service; any reliance you place on such information is strictly at your own risk.
9. Your Content & Your Applications
9.1 Ownership
You retain all rights to data and content you upload to or generate through the Service ("Your Content"), including Output generated for you, to the extent the law allows and subject to the rights of others. We do not claim ownership of Your Content, and we will not use Your Content to train AI models without your explicit consent.
9.2 The rights you give us
You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, process, transmit, adapt (for example, by reformatting files or re-encoding images) and display Your Content, and to make it available to the AI model providers and other service providers that process it for us, only as needed to provide, secure, support and maintain the Service, to enforce these Terms and to comply with law. This license ends when Your Content is deleted from the Service, except for copies kept in backups and logs for the periods described in our Privacy Policy and for content you have shared with others or published.
9.3 Your responsibilities for Your Content
You are solely responsible for Your Content. When you upload, create or publish content through the Service, you represent and warrant that:
- you own it or have all the rights, licenses, consents and permissions needed to use it, and to authorize us to use it as these Terms describe;
- you have the written consent of each identifiable person in it to use their name or likeness as you do;
- it does not infringe or misappropriate anyone's copyright, patent, trademark, trade secret, moral, privacy or publicity rights;
- it is not false, misleading or deceptive, and is not unsolicited advertising, spam or a scheme of any kind;
- it is not obscene, lewd, violent, harassing, defamatory or otherwise objectionable, and does not ridicule, mock, intimidate or abuse anyone;
- it does not exploit or endanger minors, include offensive comments about race, national origin, gender, sexual preference or physical handicap, or violate any law or these Terms.
You are also responsible for any passwords, API keys and other credentials that you put in your projects or give to the Service. We take steps to keep them out of the agent's replies, but we cannot guarantee that they will never be exposed.
9.4 Your applications
Applications you build and publish with the Service, including at a webtelictech.com address, are your applications. You are solely responsible for them: their content, operation and security; their compliance with law (including privacy, consumer protection, accessibility and intellectual property law); the terms and privacy notices you give their users; and anything you owe those users. People who use your applications are your users, not ours. We have no agreement with them, and you will handle their requests and complaints. Where your applications collect personal data, you control that data, and we process it only on your behalf to host and run your applications.
Web addresses we provide for your applications remain ours, and we may change them. We may set and change resource limits for hosted applications, and we may stop, suspend or take down any application without notice if it violates these Terms, receives abuse or legal complaints, endangers our systems or other users, or uses excessive resources.
9.5 Agents and AI helpers
Custom agents, the AI helpers the coding agent sets up in your applications, and scheduled tasks act on your behalf. Each of their uses is billed to the owner of the workspace, they are subject to these Terms like the rest of the Service, and you are responsible for what they do and for the instructions and requests that you or your applications give them. An AI helper that your application asks may receive requests from your application's users; you are responsible for limiting what those users can make it do.
To operate the Service, to protect your applications, their users, other users and our systems, and to enforce these Terms and the usage policies of AI model providers, we may review how agents run. This includes their settings and instructions; the record of each run, such as when it ran, the AI model used, how long it took, what it cost, the steps it took, the web addresses it reached or was blocked from, whether it succeeded, and requests that were refused; and, for as long as we keep it, the conversation of a run: the request, the agent's steps and its answer. Reviews are carried out by automated systems and, where needed for these purposes, by authorized staff. We keep a record of every action our staff take on an agent.
We may, at any time and without prior notice, limit an agent's cost, number of runs or running time, change the AI model it uses, turn off its web access, or suspend it, and we may suspend all the agents of a workspace or stop agents from running on their own across the Service, where we believe that an agent violates these Terms; harms or endangers an application, its users, other users or our systems; runs up unusual costs; or may have been misused or compromised, for example through instructions hidden in the content it processes. If the AI model an agent uses is retired or stops being available, we may switch the agent to a comparable model so that it keeps working, and tell you. While an agent is suspended, it answers no requests and its scheduled runs are skipped, so your application should be able to work without it. Where we reasonably can, we tell the workspace owner why an agent was suspended, and you can ask us to review a suspension through our contact page. Suspending an agent does not by itself suspend your account, and usage already incurred remains payable.
10. Feedback
If you send us suggestions, ideas or other feedback about the Service, you agree that we may use and share it for any purpose, without compensation or any obligation to you.
11. Third-Party Accounts & Services
Sign-in accounts. When you sign in with a third-party account such as Google, you represent that you are entitled to use that account, and you authorize us to receive the profile information described in our Privacy Policy from that provider. Your third-party account is governed by that provider's terms.
Third-Party Services. The Service relies on, and may integrate with, services, systems and technologies operated by third parties, such as AI model providers (including Atlas Cloud and the developers of the models it serves), cloud infrastructure and hosting providers, payment processors, identity providers, public vulnerability databases, network and telecommunications carriers, and tools you choose to connect, such as MCP servers (together, "Third-Party Services"). We do not control Third-Party Services and are not responsible for their availability, performance, accuracy, security, data handling practices or continued operation. Third-Party Services may experience failures, outages, errors or delays, and may be modified, restricted, suspended or discontinued at any time, which may affect your access to or use of all or part of the Service, including the availability of particular models or features. To the fullest extent permitted by law, we will not be liable for any loss or damage arising from or relating to the failure, interruption, error, modification or discontinuation of any Third-Party Service. Your use of certain Third-Party Services may also be subject to the terms and policies of the applicable third party, including the usage policies of AI model providers, which you agree to follow.
12. Our Intellectual Property
Apart from Your Content, we are the owner or licensee of all intellectual property rights in the Service, including its source code, databases, functionality, software, prompts, agents, website designs, audio, video, text, photographs and graphics (the "Content"), as well as the trademarks, service marks and logos it contains (the "Marks"). Our Content and Marks are protected by copyright and trademark laws and treaties in the United States and around the world.
Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your own personal or internal business purposes. We reserve all rights not expressly granted to you. These Terms do not give you any right to use our Marks.
13. Service Management
We reserve the right, but not the obligation, to:
- monitor the Service for violations of these Terms;
- take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including reporting them to law enforcement;
- refuse, restrict access to, limit the availability of, or disable any of Your Content or applications;
- remove from the Service, or otherwise disable, files and content that are excessive in size or in any way burdensome to our systems;
- access your account and content when needed to provide support you request, to investigate suspected violations or security incidents, or to comply with law;
- otherwise manage the Service in a manner designed to protect our rights and property and to make the Service work properly.
14. Copyright Complaints
We respect the intellectual property rights of others. If you believe that material available through the Service, including on an application's web address, infringes a copyright you own or control, send us a notice through our contact page (subject "Legal / Copyright Notice") that includes:
- your physical or electronic signature;
- identification of the copyrighted work you claim is infringed;
- identification of the material you claim is infringing, and where it is located on the Service, such as its web address;
- your name, address, telephone number and email address;
- a statement that you believe in good faith that the use of the material is not authorized by the copyright owner, its agent or the law;
- a statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the owner's behalf.
We may remove or disable access to material that is the subject of a notice, and we terminate the accounts of repeat infringers in appropriate circumstances. If your material was removed and you believe that was a mistake, you may send a counter-notice as provided by the Digital Millennium Copyright Act. A notice or counter-notice that knowingly misrepresents material may make you liable for damages.
15. Privacy
We care about data privacy and security. Please review our Privacy Policy; by using the Service, you agree to be bound by it, and it is part of these Terms. The Service is operated from the United States. If you access it from a region with laws governing personal data that differ from United States law, then through your continued use of the Service you transfer your data to the United States, and you expressly consent to it being transferred to and processed in the United States and in the other countries where our service providers operate, as described in the Privacy Policy.
16. Term, Suspension & Termination
These Terms remain in full force and effect while you use the Service. You may stop using the Service at any time, and you can ask us to close your account through our contact page. Cancelling your subscription stops future charges but does not close your account.
We reserve the right, in our sole discretion and without notice or liability, to deny access to and use of the Service (including by blocking certain IP addresses) to any person for any reason or for no reason, including for breach of any representation, warranty or obligation in these Terms or of any law, for non-payment, for suspected fraud or abuse, or to protect the Service or other users. We may suspend or terminate your account, stop or remove your hosted applications, and delete your account and Your Content at any time, without warning, in our sole discretion.
When your account is closed or terminated, your right to use the Service ends, your hosted applications stop, and any remaining usage balance is forfeited, except where the law requires otherwise. We may keep your workspace data for up to 30 days after closure so that you can ask for a copy, after which we may permanently delete it. We are not required to keep your data, or to give you a copy, if we terminated your account for a breach of these Terms. If we terminate your account, you may not create a new account without our permission.
Any provision of these Terms that by its nature should survive termination survives, including payment obligations, ownership provisions, disclaimers, limitations of liability, indemnification and the dispute resolution terms.
17. Changes, Interruptions & Availability
We reserve the right to change, modify or remove any part of the Service at any time, for any reason, in our sole discretion and without notice, and we have no obligation to update any information on the Service.
Unless we have expressly agreed otherwise in a separate written agreement that includes a service level agreement, we do not guarantee any particular level of uptime, availability, latency, throughput or performance of the Service, including of your hosted applications. The Service may be unavailable, degraded or interrupted from time to time, including as a result of:
- scheduled or emergency maintenance, updates or upgrades;
- failures, outages, rate limits or changes of Third-Party Services on which the Service depends;
- capacity constraints or unusual traffic;
- security incidents, or measures taken to protect the Service;
- acts or omissions of you or your applications' users;
- events beyond our reasonable control, including natural disasters, acts of government, power or telecommunications failures and internet disruptions.
To the fullest extent permitted by law, we will not be liable for any unavailability, interruption, delay or degradation of the Service, and we are not obliged to provide any refund, credit or other compensation for it. We may, at our sole discretion, offer a refund, credit or other accommodation in particular circumstances; any such accommodation is not an admission of liability and does not entitle you or anyone else to the same in the future. Where a separate written agreement includes a service level agreement, the remedies it sets out are your sole and exclusive remedies for any failure to meet its service levels.
18. Your Data & Backups
We keep the data you send to the Service in order to operate it, and data about your use of it. Although we perform routine backups, you are solely responsible for all data that you send to the Service or that relates to any activity you have undertaken using the Service, including keeping your own copies of your projects and anything else important to you. Checkpoints and undo do not guarantee that data can be recovered. To the fullest extent permitted by law, we have no liability to you for any loss or corruption of such data, and you waive any right of action against us arising from any such loss or corruption.
19. Disclaimer of Warranties
THE SERVICE AND ALL OUTPUT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND YOUR USE OF IT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE OR ANY OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, SECURE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT APPLICATIONS BUILT WITH THE SERVICE WILL WORK AS INTENDED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.
20. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION OR THE COST OF SUBSTITUTE SERVICES, ARISING FROM OR RELATING TO THE SERVICE, ANY OUTPUT, ANY ACTION TAKEN BY AN AGENT, YOUR APPLICATIONS OR THESE TERMS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THE SERVICE OR THESE TERMS, WHATEVER THE FORM OF ACTION, WILL NOT EXCEED THE AMOUNT YOU PAID US FOR THE SERVICE IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY. THESE LIMITATIONS APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY; IN THOSE JURISDICTIONS OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT THE LAW PERMITS.
21. Indemnification
You agree to defend, indemnify and hold us harmless, including our affiliates and all of our and their members, managers, officers, agents, partners and employees, from and against any loss, damage, liability, claim or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of:
- your use of the Service, including use by anyone you invite to your workspace;
- Your Content, and Output that you use, publish or distribute;
- your applications, and any claim by their users;
- your breach of these Terms, or of your representations and warranties in them;
- your violation of any law, of the rights of a third party, or of the terms or usage policies of a Third-Party Service;
- any overt harmful act toward any other user of the Service.
We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you must indemnify us, and you agree to cooperate, at your expense, with our defense of such claims.
22. Governing Law
These Terms and your use of the Service are governed by and construed in accordance with the laws of the State of Oregon, United States, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
23. Dispute Resolution
Informal resolution first. Before bringing a claim, you agree to contact us through our contact page and give us 30 days to try to resolve the dispute informally.
Courts. Any legal action of whatever nature brought by either you or us shall be commenced or prosecuted in the state and federal courts located in the State of Oregon, and the parties consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in those courts.
Time limit and individual claims. To the fullest extent permitted by law, any claim arising from or relating to the Service or these Terms must be brought within one (1) year after it arises, or it is permanently barred, and claims may be brought only on an individual basis and not as a plaintiff or class member in any purported class, collective or representative proceeding. Nothing in this section prevents either party from seeking urgent injunctive relief to protect its intellectual property or the security of the Service.
24. Corrections
The Service may contain typographical errors, inaccuracies or omissions, including in descriptions, pricing and availability. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information on the Service at any time, without prior notice. If a price was listed or applied in error, we may correct it and adjust the affected charges.
25. Electronic Communications & Signatures
Using the Service, sending us messages and completing online forms are electronic communications. You consent to receive electronic communications from us, by email or within the Service, and you agree that all agreements, notices, disclosures and other communications we provide to you electronically satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR THROUGH THE SERVICE. You waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction that require an original signature, delivery or retention of non-electronic records, or payments or credits by any means other than electronic means.
26. California Users & Residents
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
27. Changes to These Terms
We may update these Terms from time to time. We will notify you of material changes by email or through the Service, and the "Last updated" date at the top shows when they last changed. Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms. If you do not agree to them, you must stop using the Service and cancel your subscription.
28. Miscellaneous
These Terms, together with our Privacy Policy and any policies or operating rules we post on the Service, constitute the entire agreement and understanding between you and us about the Service, and replace any prior agreements on the same subject, except a separate written agreement described in section 1. Our failure to exercise or enforce any right or provision of these Terms does not operate as a waiver of that right or provision. We may assign any or all of our rights and obligations to others at any time; you may not assign yours without our written consent. We are not responsible for any loss, damage, delay or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void or unenforceable, it is deemed severable from these Terms and does not affect the validity and enforceability of the remaining provisions. No joint venture, partnership, employment or agency relationship is created between you and us by these Terms or your use of the Service, and these Terms do not create rights for any third party. These Terms will not be construed against us because we drafted them. Headings are for convenience only, and "including" means "including without limitation".
29. Contact
Webtelic.AI LLC, Oregon, United States. For questions about these Terms, or to send a notice under them, contact us at webtelic.ai/contact.