Effective Date: 9/1/2025
Last Updated: 9/1/2025
These Terms of Service (“Terms”) govern your access to and use of the platform, AI agents, APIs, integrations, software, and related services (collectively, the “Services”) provided by Fragment Data Technologies, Inc., a Delaware corporation (“Company,” “we,” “us,” or “our”). By accessing or using the Services, by signing an Order Form referencing these Terms, or by clicking “I agree,” you (“Customer” or “you”) agree to be bound by these Terms. If you are entering into these Terms on behalf of an entity, you represent that you have authority to bind that entity, and “you” refers to that entity.
If you do not agree to these Terms, do not access or use the Services.
1. Definitions
“Affiliate” means any entity that controls, is controlled by, or is under common control with a party.
“Agent” means an AI-powered software agent, workflow, or automation made available through the Services that performs tasks, retrieves data, or takes actions on Customer’s behalf.
“Authorized User” means an employee, contractor, or other individual authorized by Customer to use the Services on Customer’s behalf.
“Customer Data” means any data, content, files, credentials, or other information that Customer or its Authorized Users submit to, store in, or generate through the Services, including data retrieved from Customer’s Third-Party Systems.
“Documentation” means the technical and product documentation we make available for the Services.
“Output” means any content, data, recommendations, summaries, code, or actions generated by an Agent in response to Customer’s inputs or instructions.
“Order Form” means an ordering document signed by both parties or an online order specifying the Services purchased, fees, and term.
“Third-Party System” means any third-party software, platform, API, or service that the Services connect to, retrieve data from, or take actions in on Customer’s behalf (for example, ERP, procurement, CRM, ticketing, or messaging systems).
2. The Services
2.1 Access and Use
Subject to these Terms and timely payment of fees, we grant Customer a non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services for Customer’s internal business purposes, in accordance with the applicable Order Form and Documentation.
2.2 Authorized Users
Customer is responsible for its Authorized Users’ compliance with these Terms and for all activity occurring under its account. Customer must keep account credentials confidential and notify us promptly of any suspected unauthorized access.
2.3 Service Changes
We may modify, enhance, or discontinue features of the Services from time to time. We will not materially decrease the core functionality of a paid Service during the subscription term without reasonable notice.
3. AI Agents and Outputs
3.1 Nature of AI Outputs
The Services use machine learning models, including large language models, to generate Outputs and to take automated actions. Outputs are probabilistic and may be incomplete, inaccurate, biased, or otherwise inappropriate for a given purpose. Customer is solely responsible for evaluating Outputs before relying on them and for any decisions made or actions taken in reliance on Outputs.
3.2 Human Review and High-Risk Use
Customer agrees to apply human review appropriate to the risk of the use case. Customer must not use the Services, and must not configure Agents, to make decisions or take actions in domains where erroneous Output could cause significant harm (including, without limitation, decisions concerning legal rights, medical care, financial credit, employment, housing, insurance underwriting, or critical infrastructure) without meaningful human oversight and any review required by applicable law.
3.3 Agent Actions in Third-Party Systems
Where Customer authorizes Agents to take actions in Third-Party Systems (for example, creating records, sending messages, modifying data, or initiating workflows), Customer authorizes us to perform those actions through the credentials, tokens, or scopes Customer provides. Customer is responsible for (a) the scope of permissions granted, (b) ensuring such permissions comply with the Third-Party System’s terms, and (c) the consequences of actions taken by Agents within those permissions. Customer should configure approval gates, sandboxes, and rollback procedures as appropriate.
3.4 No Professional Advice
Outputs do not constitute legal, financial, tax, accounting, medical, or other professional advice. Customer should obtain advice from qualified professionals before acting on Outputs in regulated domains.
4. Customer Data
4.1 Ownership
As between the parties, Customer owns all right, title, and interest in and to Customer Data. Customer grants us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, display, and otherwise use Customer Data solely as necessary to provide, secure, support, and improve the Services for Customer.
4.2 Customer Responsibilities
Customer represents that (a) it has all rights, consents, and authority necessary to provide Customer Data and any credentials to us and to authorize the processing contemplated by these Terms, and (b) Customer Data and its use of the Services will not violate applicable law or any third-party rights.
4.3 Use for Model Training
We will not use Customer Data to train our or any third party’s foundation models for use outside Customer’s tenant unless Customer expressly opts in in writing. We may use service operation metadata, aggregated and de-identified usage data, and feedback signals to operate, secure, debug, and improve the Services.
4.4 Security
We will maintain a commercially reasonable information security program designed to protect Customer Data, including administrative, physical, and technical safeguards. Additional security commitments, if any, are set forth in a Data Processing Addendum or in an Order Form.
4.5 Data Processing Addendum
Where the processing of personal data is subject to GDPR, UK GDPR, CCPA/CPRA, or other applicable privacy laws, the parties’ Data Processing Addendum (the “DPA”) is incorporated by reference. In the event of a conflict between the DPA and these Terms with respect to processing of personal data, the DPA controls.
4.6 Sub-Processors and Model Providers
We may use sub-processors, including third-party model providers (for example, large language model APIs) and infrastructure providers, to deliver the Services. A current list is available on request or in the DPA. We remain responsible for our sub-processors’ performance under these Terms.
5. Intellectual Property
5.1 Company IP
We and our licensors own all right, title, and interest in and to the Services, the Agents, the underlying software, models, prompts, configurations we develop, and all related intellectual property rights. Except for the limited rights expressly granted to Customer, no rights are granted by implication, estoppel, or otherwise.
5.2 Outputs
As between the parties, and to the extent permitted by applicable law, Customer owns the Outputs generated specifically for Customer in response to its inputs, subject to (a) our and our licensors’ rights in the underlying Services, models, and pre-existing materials, and (b) Customer’s compliance with these Terms. Customer acknowledges that Outputs may not be unique and that similar Outputs may be generated for other customers based on similar inputs.
5.3 Feedback
If Customer provides suggestions, ideas, or feedback regarding the Services (“Feedback”), Customer grants us a perpetual, irrevocable, worldwide, royalty-free license to use the Feedback for any purpose, without obligation or attribution.
6. Acceptable Use
Customer will not, and will not permit any Authorized User or third party to:
(a) use the Services in violation of applicable law or third-party rights;
(b) reverse engineer, decompile, or attempt to derive the source code, models, model weights, or training methodologies of the Services, except to the extent applicable law expressly permits;
(c) use the Services to develop a competing product or to benchmark, except as permitted in writing;
(d) circumvent rate limits, usage caps, access controls, or security mechanisms;
(e) input into the Services any data Customer is not authorized to disclose, including, without limitation, data subject to ITAR or EAR-controlled categories outside any agreed compliance environment;
(f) use the Services to generate or distribute content that is unlawful, infringing, defamatory, harassing, deceptive, or that constitutes targeted manipulation, fraud, malware, child sexual abuse material, or unauthorized surveillance;
(g) use the Services to make automated decisions producing legal or similarly significant effects on individuals without meaningful human review and any disclosures required by law;
(h) misrepresent Outputs as not generated by AI where disclosure is required by applicable law or by the recipient’s reasonable expectations; or
(i) interfere with the integrity or performance of the Services or the data of other customers.
We may suspend access on reasonable notice (or immediately if necessary to prevent harm) if Customer’s use violates this Section or poses a security or legal risk.
7. Third-Party Systems and Services
The Services may interoperate with Third-Party Systems. Customer’s use of Third-Party Systems is governed by Customer’s agreement with the relevant provider, not by these Terms. We are not responsible for, and disclaim all liability arising from, Third-Party Systems, including their availability, accuracy, security, terms, or actions Customer authorizes the Services to take therein. Customer is responsible for ensuring that authorized integrations and credentials comply with the Third-Party System’s terms.
8. Fees and Payment
8.1 Fees
Customer will pay the fees specified in the applicable Order Form. Unless otherwise stated, fees are non-refundable, exclusive of taxes, and payable in U.S. dollars.
8.2 Invoicing
Fees are invoiced in advance per the Order Form and are due within thirty (30) days of the invoice date unless otherwise specified. Late amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
8.3 Taxes
Customer is responsible for all taxes (other than taxes based on our net income), including sales, use, VAT, and withholding taxes, associated with its purchase of the Services.
8.4 Usage and Overages
If the Services include usage-based metrics (for example, agent runs, tokens, or actions), overages are billed at the rates specified in the Order Form or, if not specified, at our then-current list rates.
9. Term, Termination, and Suspension
9.1 Term
These Terms commence on the Effective Date and continue until all subscriptions have expired or been terminated.
9.2 Termination for Cause
Either party may terminate these Terms or an affected Order Form on written notice if the other party materially breaches these Terms and fails to cure within thirty (30) days after written notice, or immediately on written notice if the other party becomes the subject of a bankruptcy or insolvency proceeding that is not dismissed within sixty (60) days.
9.3 Effect of Termination
On termination, (a) Customer’s right to access and use the Services ends; (b) Customer will pay all fees accrued through the effective date of termination; and (c) each party will return or destroy the other’s Confidential Information, except that we may retain Customer Data as needed for backup, legal, or audit purposes, and Customer Data will be deleted in accordance with our then-current data retention practices or the DPA.
9.4 Data Export
For thirty (30) days following termination (other than termination by us for Customer’s uncured material breach), we will, on Customer’s written request, make Customer Data available for export in a commercially reasonable format.
9.5 Survival
Sections that by their nature should survive termination (including intellectual property, confidentiality, fees accrued, disclaimers, limitation of liability, indemnification, and governing law) survive.
10. Confidentiality
Each party (the “Receiving Party”) will protect the other party’s (the “Disclosing Party”) Confidential Information using the same degree of care it uses for its own confidential information of like importance, but no less than reasonable care, and will use Confidential Information only to exercise rights and perform obligations under these Terms. “Confidential Information” means non-public information disclosed by a party that is marked confidential or that should reasonably be understood to be confidential. Confidential Information does not include information that is or becomes publicly available without breach, was known to the Receiving Party without restriction before disclosure, is independently developed without use of Confidential Information, or is rightfully received from a third party without restriction. The Receiving Party may disclose Confidential Information as required by law if it provides reasonable prior notice (where legally permitted).
11. Warranties and Disclaimers
11.1 Mutual Warranties
Each party represents that it has the authority to enter into these Terms.
11.2 Limited Service Warranty
We warrant that during the subscription term the Services will perform materially in accordance with the Documentation. As Customer’s exclusive remedy and our sole liability for breach of this warranty, we will use commercially reasonable efforts to correct the non-conformity or, if we cannot do so within a reasonable time, refund prepaid fees for the affected Services for the period of non-conformity.
11.3 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES, AGENTS, AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY THAT OUTPUTS WILL BE CORRECT, COMPLETE, OR FREE FROM ERROR. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
12. Indemnification
12.1 By Company
We will defend Customer against any third-party claim alleging that Customer’s authorized use of the Services infringes a valid U.S. patent, copyright, or trademark, and will indemnify Customer for damages and costs finally awarded by a court or paid in settlement we approve. Our obligations do not apply to claims arising from (a) Customer Data, (b) modifications not made by us, (c) combination of the Services with materials we did not provide, (d) Customer’s use of Outputs, or (e) Customer’s breach of these Terms or applicable law. If the Services become, or in our opinion are likely to become, the subject of an infringement claim, we may, at our option, (i) procure the right for Customer to continue using the Services, (ii) modify the Services to avoid infringement, or (iii) terminate the affected Services and refund prepaid, unused fees. This Section states our entire liability for third-party intellectual property claims.
12.2 By Customer
Customer will defend us against any third-party claim arising from (a) Customer Data, (b) Customer’s or its Authorized Users’ use of the Services in violation of these Terms or applicable law, (c) actions taken by Agents within permissions Customer authorized, including in Third-Party Systems, or (d) Customer’s use of Outputs, and will indemnify us for damages and costs finally awarded by a court or paid in settlement Customer approves.
12.3 Procedure
The indemnified party will (a) promptly notify the indemnifying party of the claim, (b) give the indemnifying party sole control of the defense and settlement (provided no settlement may impose liability on or require admission by the indemnified party without consent), and (c) provide reasonable cooperation at the indemnifying party’s expense.
13. Limitation of Liability
13.1 Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUES, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 Cap
EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
13.3 Exceptions
The exclusions and limits in Sections 13.1 and 13.2 do not apply to (a) Customer’s payment obligations, (b) either party’s indemnification obligations, (c) breach of confidentiality obligations (subject to a separate cap of 2x the fees), (d) Customer’s breach of Section 6 (Acceptable Use) or violation of our intellectual property rights, or (e) liability that cannot be limited by law.
13.4 Allocation
The parties agree that the limitations in this Section reflect a reasonable allocation of risk and form an essential basis of the bargain.
14. Beta and Preview Features
We may offer features identified as “alpha,” “beta,” “preview,” “early access,” or similar (“Beta Features”). Beta Features are provided “as is,” without warranty or service-level commitment, and may be modified or discontinued at any time. We have no obligation to make Beta Features generally available.
15. Compliance and Export
Each party will comply with applicable laws in its performance under these Terms. Customer will not export, re-export, or transfer the Services in violation of U.S. or other applicable export, sanctions, or anti-corruption laws. Customer represents that it is not located in, and will not access the Services from, an embargoed jurisdiction or while on a restricted-party list.
16. Publicity
Neither party will issue a press release referencing the other without prior written consent. We may identify Customer as a customer and use Customer’s name and logo on our website and in marketing materials in accordance with Customer’s trademark guidelines, unless Customer opts out in writing.
17. Changes to These Terms
We may update these Terms from time to time. If we make material changes, we will provide notice (for example, by email or by posting in the product) at least thirty (30) days before the changes take effect, except that changes required by law or addressing security risks may take effect more quickly. Customer’s continued use of the Services after the effective date constitutes acceptance.
18. General
18.1 Governing Law and Venue
These Terms are governed by the laws of the State of California, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California for any dispute not subject to arbitration. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
18.2 Notices
Notices to us must be sent to legal@fragmentdata.com with a copy to 576 Folsom St. Floor 2, San Francisco CA, 94105. Notices to Customer may be sent to the email or physical address on Customer’s account.
18.3 Assignment
Neither party may assign these Terms without the other’s prior written consent, except that either party may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, on written notice to the other party. Any non-permitted assignment is void.
18.4 Force Majeure
Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, internet or utility outages, and acts of government.
18.5 Independent Contractors
The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.
18.6 No Third-Party Beneficiaries
There are no third-party beneficiaries to these Terms.
18.7 Severability
If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain in effect.
18.8 Waiver
Failure to enforce a provision is not a waiver of future enforcement.
18.9 Entire Agreement
These Terms, together with any Order Form, DPA, and other documents incorporated by reference, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements on the subject. In the event of a conflict, the order of precedence is: (1) the applicable Order Form, (2) the DPA, (3) these Terms, (4) the Documentation.
Contact: legal@fragmentdata.com, Fragment Data Technologies, Inc., 576 Folsom St Fl 2, San Francisco, CA 94105