Terms of Service

1. Eligibility and Account Registration

You must be at least 13 years old to use our Services. If you are under 18, you may only use the Services with the consent of your parent or legal guardian. By using the Services, you represent and warrant that you meet these eligibility requirements.

To access certain features of the Services, you may need to register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. You are responsible for safeguarding your account password and for any activities or actions under your account. You agree to notify us immediately of any unauthorized use of your account.

2. Description of Services

AgentSmith provides a platform for creating, managing, and deploying AI agents and prompts ("Services"). The specific features and functionalities of the Services may evolve over time. We reserve the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice.

3. Acceptable Use Policy

You agree not to use the Services for any unlawful purpose or in any way that:

• Is fraudulent, deceptive, or misleading.
• Infringes upon or violates any third party's rights, including intellectual property rights, privacy rights, or publicity rights.
• Is defamatory, libelous, obscene, pornographic, vulgar, or offensive.
• Promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group.
• Is violent or threatening or promotes violence or actions that are threatening to any other person.
• Promotes illegal or harmful activities or substances.
• Attempts to disrupt or interfere with the Services, including by transmitting any viruses, worms, defects, Trojan horses, or other items of a destructive nature.
• Attempts to gain unauthorized access to any part of the Services or its related systems or networks.

4. Your Content and Ownership

You are solely responsible for all content, including prompts, agent configurations, data, text, and other materials, that you create, develop, upload, post, or otherwise transmit or store using the Services ("User Content"). You retain all ownership rights, including all intellectual property rights, in your User Content.

To enable us to provide, maintain, and improve the Services, you grant Chad Syntax LLC a limited, worldwide, non-exclusive, royalty-free license to use, reproduce, modify, display, and distribute your User Content solely for the following purposes:

• To operate and provide the Services to you, including storing, processing, and displaying your User Content as directed by you through your use of the Services.
• To improve the Services and develop new features and functionalities. This may include analysis of User Content in an aggregated and thoroughly anonymized manner, designed to prevent re-identification of you or your specific User Content, for statistical analysis and service enhancement.
• To address technical issues, enforce these Terms, or comply with legal obligations.

For clarity, Chad Syntax LLC will not use your User Content for any purposes not expressly permitted by these Terms. Specifically, we will not use your User Content to train our own AI models for purposes generally applicable beyond providing and improving the Services directly to you (unless you explicitly opt-in to such use), nor will we sell, or share your User Content with third parties for their own commercial purposes, except as necessary to provide the Services or as required by law.

We have the right (but not the obligation) in our sole discretion to refuse or remove any User Content that, in our reasonable opinion, violates any of our policies or is in any way harmful or objectionable.

5. Intellectual Property Rights

The Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Chad Syntax LLC, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms permit you to use the Services for your personal, non-commercial use only, or for your internal business purposes if you are an enterprise customer. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Site, except as generally permitted through the Services' functionality.

6. Fees and Payment

Certain aspects of the Services may be provided for a fee or other charge. If you elect to use paid aspects of the Services, you agree to the pricing and payment terms as we may update them from time to time. Chad Syntax LLC may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in these Terms.

7. Term and Termination

These Terms will remain in full force and effect while you use the Services. We may suspend or terminate your access to the Services at any time, for reasons such as a breach of these Terms, violation of applicable law, or if continued provision of the Services becomes commercially unviable, in our sole discretion. While we aim to provide notice where practicable, we reserve the right to terminate without prior notice or liability, particularly for severe violations.

You may terminate your account and these Terms at any time by ceasing to use the Services and requesting account deletion if such an option is available.

Upon termination, all licenses and other rights granted to you in these Terms will immediately cease. We will not be liable to you or any third party for termination of your access to the Services.

8. Disclaimers of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CHAD SYNTAX LLC, ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS, OR ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS OR CONTENT ON THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICES OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF (I) THE AMOUNT YOU HAVE PAID TO CHAD SYNTAX LLC FOR ACCESS TO AND USE OF THE SERVICES IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM OR (II) ONE HUNDRED U.S. DOLLARS ($100).

10. Indemnification

You agree to defend, indemnify, and hold harmless Chad Syntax LLC, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to, your User Content, any use of the Service's content, services, and products other than as expressly authorized in these Terms or your use of any information obtained from the Services.

11. Changes to the Terms

We reserve the right, in our sole discretion, to modify or replace these Terms at any time. If a revision is material (for example, a change that significantly alters your rights or obligations, such as a substantial change to fee structures or data usage policies), we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Services.

12. Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of, or related to them, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the internal laws of the State of New Hampshire without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of New Hampshire located in Portsmouth, Rockingham County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

13. Miscellaneous

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

These Terms, together with our Privacy Policy, constitute the sole and entire agreement between you and Chad Syntax LLC regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.

14. Contact Information

If you have any questions about these Terms, please contact us at:

Email: legal@chadsyntax.com