Terms of Service

01.Acceptance of terms

By using the Services you agree to these Terms and our Privacy Policy. If you do not agree, do not use the Services. We may update these Terms as described in “Changes to these Terms.”

02.Our services

Automatic.co provides AI strategy, design, development, integration, and operational services — including building and running autonomous and supervised AI agents — together with related content and resources.

Specific engagements are governed by a separate Master Services Agreement, statement of work (“SOW”), and, where personal data is involved, a Data Processing Agreement. If those documents conflict with these Terms for a given engagement, those documents control for that engagement.

03.Eligibility & accounts

You must be at least 18 and able to form a binding contract. If the Services provide accounts or portals, you are responsible for safeguarding credentials and for activity under your account, and you agree to notify us of any unauthorized use.

04.Engagements, fees & payment

Fees, scope, deliverables, and timelines are defined in the applicable SOW or order. Unless stated otherwise, fees are exclusive of taxes, invoices are due within the period stated, and late amounts may accrue interest and result in suspension. Except as required by law or expressly stated, fees are non-refundable.

05.Your responsibilities

• Provide timely access, information, and decisions reasonably needed to deliver the Services.
• Ensure you have the rights and lawful basis to share any data or materials you provide to us.
• Maintain appropriate human oversight of AI outputs and agent actions in your environment.
• Comply with applicable laws and any third-party terms relevant to your use.

06.Acceptable use

You agree not to misuse the Services, including by: violating law or third-party rights; attempting to gain unauthorized access; interfering with or disrupting the Services; reverse engineering except as permitted by law; uploading malware; or using outputs to build a competing offering in violation of these Terms or an SOW.

07.Intellectual property

Our IP

We and our licensors own the Services, our website, methodologies, frameworks, tools, and pre-existing materials, including all related intellectual property. No rights are granted except as expressly stated.

Deliverables

Ownership of custom deliverables created for a client is allocated in the applicable SOW. Absent contrary terms, we retain ownership of our pre-existing and reusable components, tooling, and know-how, and grant the client a license to use them as embedded in the deliverables.

Your content

You retain rights in materials you provide and grant us a limited license to use them solely to provide the Services.

Feedback

If you give us feedback or suggestions, you grant us a perpetual, royalty-free license to use it without restriction.

08.Confidentiality

Each party may receive confidential information of the other. The receiving party will use it only to perform under these Terms or an engagement, protect it with reasonable care, and not disclose it except to personnel and advisers with a need to know who are bound by confidentiality. These obligations do not apply to information that is public, independently developed, or rightfully received from a third party, or to disclosures required by law.

09.Third-party services & AI models

The Services may rely on third-party platforms, infrastructure, and AI models. Your use of those components may be subject to their terms, and we are not responsible for third-party services. We select model providers and configurations appropriate to an engagement’s requirements, including options that do not retain data for training where required.

10.AI-specific disclaimers

AI systems are probabilistic and can produce inaccurate, incomplete, or unexpected outputs. The Services and any AI outputs are tools to assist — not replace — human judgment.

• You are responsible for reviewing AI outputs and for decisions and actions taken based on them.
• Outputs do not constitute legal, financial, medical, or other professional advice.
• We design human-in-the-loop controls and guardrails, but no AI system is error-free or guaranteed to prevent all undesired actions.

11.Disclaimer of warranties

EXCEPT AS EXPRESSLY STATED IN A SIGNED AGREEMENT, THE SERVICES AND WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

12.Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING FROM OR RELATED TO THE SERVICES.

EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED BY LAW, OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO US FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE EVENT, OR USD $100 IF YOU HAVE PAID NOTHING.

13.Indemnification

You will defend, indemnify, and hold harmless Automatic.co and its affiliates from third-party claims arising out of your breach of these Terms, your misuse of the Services, your content or data, or your violation of law or third-party rights, except to the extent caused by our willful misconduct.

14.Term & termination

These Terms apply while you use the Services. We may suspend or terminate access if you breach these Terms or to protect the Services. Engagement terms and termination are governed by the applicable SOW. Provisions that by their nature should survive termination will survive.

15.Governing law & disputes

These Terms are governed by the laws of the State of Utah and applicable U.S. federal law, without regard to conflict-of-laws rules.

The parties will first attempt to resolve disputes informally. Any unresolved dispute will be resolved by binding arbitration on an individual basis in Utah, except that either party may seek injunctive relief in court to protect intellectual property or confidential information. You and Automatic.co waive any right to a jury trial and to participate in a class action, to the extent permitted by law.

16.Changes to these Terms

We may modify these Terms from time to time. We will update the “Last updated” date and, for material changes, provide additional notice where appropriate. Continued use after changes take effect constitutes acceptance.

17.Miscellaneous

• Entire agreement: these Terms (with any applicable MSA/SOW/DPA) are the entire agreement on this subject.
• Severability: if a provision is unenforceable, the rest remains in effect.
• No waiver: failure to enforce a provision is not a waiver.
• Assignment: you may not assign these Terms without our consent; we may assign in connection with a merger or sale.
• Force majeure: neither party is liable for delays caused by events beyond its reasonable control.

18.Contact us

Questions about these Terms can be sent to [email protected].