AGENTRUNTIME TERMS OF SERVICE

Effective Date: March 1, 2026 Last Updated: March 1, 2026

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCESSING OR USING THE AGENTRUNTIME PLATFORM. BY CREATING AN ACCOUNT, CLICKING "I AGREE," OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS AND ALL POLICIES INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE, YOU MUST IMMEDIATELY CEASE ALL USE OF THE SERVICES.

1. PARTIES AND AGREEMENT

1.1 Operator. These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "User," "you," or "your") and AgentRuntime Labs Ltd, a company incorporated under applicable laws ("AgentRuntime," "we," "us," or "our").

1.2 Entire Agreement. These Terms, together with AgentRuntime's Privacy Policy, Acceptable Use Policy, Data Processing Agreement, and any Order Form or Statement of Work executed between the parties, constitute the entire agreement between you and AgentRuntime with respect to the Services and supersede all prior and contemporaneous agreements, representations, and understandings.

1.3 Order of Precedence. In the event of a conflict between these Terms and any supplemental agreement, the supplemental agreement shall control solely with respect to the subject matter of that agreement.

2. DEFINITIONS

As used in these Terms, the following definitions apply:

"Authorized User" means any individual who accesses or uses the Services under your account, including employees, contractors, and agents.

"Content" means any data, text, code, workflows, prompts, inputs, outputs, configurations, datasets, or other materials uploaded, submitted, or processed through the Services by you or your Authorized Users.

"Documentation" means the technical and operational documentation published by AgentRuntime at its official website or developer portal, as updated from time to time.

"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, moral rights, and all other proprietary rights recognized under applicable law.

"Order Form" means any ordering document, online order, or subscription enrollment specifying the Services purchased by you, pricing, and other relevant commercial terms.

"Services" means AgentRuntime's cloud-based platform, including but not limited to AI agent orchestration, workflow execution engines, APIs, SDKs, developer tooling, dashboards, integrations, and related infrastructure services, as described in the Documentation.

"Third-Party Services" means any external platforms, APIs, software, or services that may be integrated with or accessed through the Services but are not operated or controlled by AgentRuntime.

3. ELIGIBILITY

3.1 Age Requirement. You must be at least thirteen (13) years of age, or such higher age as required by applicable law in your jurisdiction, to access or use the Services. If you are under eighteen (18) years of age, you must have obtained verifiable parental or legal guardian consent prior to using the Services.

3.2 Legal Capacity. By agreeing to these Terms, you represent and warrant that you have full legal capacity and authority to enter into a binding agreement.

3.3 Organizational Use. If you access or use the Services on behalf of a corporation, partnership, or other legal entity, you represent and warrant that you have the legal authority to bind that entity to these Terms. In such case, "you" and "your" shall refer to that entity.

3.4 Compliance. You represent and warrant that your use of the Services will comply with all applicable laws, regulations, and governmental orders.

4. ACCOUNT REGISTRATION AND SECURITY

4.1 Account Creation. To access the full functionality of the Services, you must register for an account. You agree to provide accurate, current, and complete information during registration and to promptly update such information to keep it accurate, current, and complete.

4.2 Credential Security. You are solely responsible for maintaining the confidentiality and security of your account credentials, including usernames, passwords, API keys, and access tokens. You agree not to share your credentials with any unauthorized third party.

4.3 Unauthorized Access. You agree to notify AgentRuntime immediately at security@agentruntime.io upon becoming aware of any unauthorized access to or use of your account.

4.4 Liability for Account Activity. You are solely responsible and liable for all activity that occurs under your account, whether or not authorized by you, except to the extent such activity results from AgentRuntime's gross negligence or willful misconduct.

4.5 Compromised Credentials. AgentRuntime shall not be responsible for any loss, damage, or liability arising from your failure to maintain the security of your account credentials.

5. LICENSE GRANT AND RESTRICTIONS

5.1 License Grant. Subject to your compliance with these Terms and timely payment of applicable fees, AgentRuntime hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the applicable subscription term to access and use the Services solely for your internal business purposes and in accordance with the Documentation.

5.2 Restrictions. You shall not, and shall not permit any Authorized User or third party to:

(a) copy, modify, adapt, translate, or create derivative works of the Services or any component thereof;

(b) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, underlying algorithms, or trade secrets of the Services, except to the extent expressly permitted by applicable law notwithstanding this restriction;

(c) sublicense, sell, resell, transfer, assign, or otherwise commercially exploit the Services or make the Services available to any third party except as expressly authorized herein;

(d) access the Services for the purpose of building a competitive product or service, or copying any features, functions, or graphics thereof;

(e) remove or obscure any proprietary notices, labels, or marks on the Services or Documentation;

(f) interfere with or disrupt the integrity or performance of the Services or any data contained therein;

(g) attempt to gain unauthorized access to the Services, its related systems, or networks; or

(h) use the Services in violation of AgentRuntime's Acceptable Use Policy.

6. USER CONTENT AND DATA

6.1 Ownership of Content. As between the parties, you retain all right, title, and interest, including all Intellectual Property Rights, in and to your Content.

6.2 License to AgentRuntime. You hereby grant AgentRuntime a limited, non-exclusive, worldwide, royalty-free license to store, reproduce, transmit, display, process, and otherwise use your Content solely to the extent necessary to provide, operate, maintain, and improve the Services in accordance with these Terms and the Privacy Policy.

6.3 Content Representations. You represent and warrant that: (a) you have all necessary rights, licenses, consents, and permissions to submit your Content to the Services; (b) your Content does not and will not infringe, misappropriate, or violate any third-party Intellectual Property Rights, privacy rights, or other proprietary rights; and (c) your Content complies with all applicable laws.

6.4 No Endorsement. AgentRuntime does not endorse, support, represent, or guarantee the completeness, accuracy, or reliability of any Content.

7. AI AGENTS AND AUTOMATION

7.1 User Responsibility. AgentRuntime provides infrastructure and tooling for deploying automated AI agents and workflows. You are solely responsible for:

(a) the design, configuration, and operation of all agents and workflows deployed under your account;

(b) all outputs generated by your agents and workflows, including any impact on third parties;

(d) all interactions between your agents and external systems or Third-Party Services.

7.2 No Liability for Agent Decisions. AgentRuntime expressly disclaims all liability for any decisions, actions, or outputs produced by user-deployed agents or automated workflows, regardless of whether AgentRuntime's infrastructure was used to facilitate such activity.

7.3 Operational Safeguards. You agree to implement appropriate operational boundaries, monitoring, and fail-safe mechanisms for all autonomous agents deployed through the Services.

8. THIRD-PARTY INTEGRATIONS

8.1 Third-Party Services. The Services may enable integration with Third-Party Services. AgentRuntime does not operate, control, or endorse any Third-Party Services and makes no representations or warranties regarding their availability, accuracy, or security.

8.2 Third-Party Terms. Your use of Third-Party Services is governed solely by the terms and conditions of the respective third-party provider. You agree to comply with all applicable third-party terms.

8.3 No Third-Party Liability. AgentRuntime shall not be responsible or liable for any loss, damage, or harm resulting from your access to or use of Third-Party Services.

9. USAGE LIMITS AND FAIR USE

9.1 Platform Limits. AgentRuntime may enforce usage limits on your account, including but not limited to API rate limits, compute quotas, storage allocations, and workflow execution limits, as specified in your subscription plan or the Documentation.

9.2 Excessive Use. In the event your use materially exceeds applicable limits or negatively impacts platform performance for other users, AgentRuntime reserves the right, at its sole discretion, to throttle, temporarily suspend, or permanently restrict your access to the Services.

9.3 Paid Plan Limits. Customers on paid subscription plans may have higher or customized limits as specified in their applicable Order Form.

10. FEES AND BILLING

10.1 Fees. Access to certain features of the Services requires payment of fees as specified in your applicable subscription plan or Order Form. All fees are stated in the applicable currency and are exclusive of applicable taxes unless otherwise stated.

10.2 Payment Obligation. You agree to pay all fees in accordance with the payment terms applicable to your subscription plan. You must provide valid and current payment information and authorize AgentRuntime to charge your payment method for all applicable fees.

10.3 Non-Refundable Fees. All fees paid are non-refundable except as expressly required by applicable law or as set forth in the Billing and Credits Policy.

10.4 Taxes. You are responsible for all applicable taxes, levies, or duties imposed by taxing authorities arising from your purchase of the Services, excluding taxes based on AgentRuntime's net income.

10.5 Pricing Changes. AgentRuntime reserves the right to modify pricing at any time upon reasonable prior notice. Your continued use of the Services following a price change constitutes your acceptance of the revised pricing.

10.6 Suspension for Non-Payment. AgentRuntime may suspend or terminate your access to the Services if any payment obligation remains outstanding after the applicable due date, following written notice and a reasonable cure period.

11. SERVICE AVAILABILITY

11.1 No Uptime Guarantee. Except as expressly provided in an applicable Service Level Agreement, AgentRuntime does not warrant that the Services will be uninterrupted, error-free, or available at any particular time.

11.2 Scheduled Maintenance. AgentRuntime may perform scheduled maintenance that temporarily affects the availability of the Services. AgentRuntime will use reasonable efforts to provide advance notice of scheduled maintenance.

11.3 No Liability for Interruption. AgentRuntime shall not be liable for any losses, damages, or costs arising from service interruptions, outages, delays, or degraded performance, except as expressly provided in an applicable Service Level Agreement.

12. INTELLECTUAL PROPERTY

12.1 Ownership of Services. AgentRuntime and its licensors retain all right, title, and interest, including all Intellectual Property Rights, in and to the Services, the platform, software, Documentation, trademarks, trade names, and all related technology and content. These Terms do not convey to you any ownership interest in or to the Services.

12.2 Feedback. If you provide AgentRuntime with any suggestions, comments, ideas, or other feedback regarding the Services ("Feedback"), you hereby assign to AgentRuntime all rights in such Feedback and agree that AgentRuntime shall be free to use, disclose, and otherwise exploit such Feedback without restriction and without compensation to you.

13. CONFIDENTIALITY

13.1 Definition. "Confidential Information" means any non-public information disclosed by one party to the other in connection with the Services that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

13.2 Obligations. Each party agrees to: (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party without the disclosing party's prior written consent; and (c) use Confidential Information solely for the purposes of performing obligations or exercising rights under these Terms.

13.3 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach by the receiving party; (b) was rightfully known before receipt; (c) is rightfully received from a third party without restriction; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice to the disclosing party where legally permissible.

14. SUSPENSION AND TERMINATION

14.1 Termination by You. You may terminate your account at any time by following the account cancellation process described in the platform or by contacting AgentRuntime support.

14.2 Termination by AgentRuntime. AgentRuntime may, at its sole discretion, suspend or terminate your access to the Services, in whole or in part, with or without notice, if: (a) you materially breach these Terms and fail to cure such breach within fourteen (14) days of written notice; (b) your account poses a security risk or threatens the integrity of the platform; (c) you fail to pay applicable fees; (d) continued provision of the Services becomes unlawful; or (e) AgentRuntime elects to discontinue the Services.

14.3 Effect of Termination. Upon termination: (a) the license granted herein shall immediately terminate; (b) you shall cease all use of the Services; (c) AgentRuntime may delete your Content in accordance with its data retention policies; and (d) all outstanding payment obligations shall remain due and payable.

14.4 Survival. Sections relating to ownership, confidentiality, indemnification, disclaimers, limitations of liability, and governing law shall survive termination of these Terms.

15. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. AGENTRUNTIME EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO: (A) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (B) WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, ERROR-FREE, OR SECURE; AND (C) WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT OR OUTPUT GENERATED BY THE SERVICES.

16. LIMITATION OF LIABILITY

16.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AGENTRUNTIME, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF AGENTRUNTIME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENTRUNTIME'S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY YOU TO AGENTRUNTIME IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED US DOLLARS (USD $100).

16.3 Essential Basis. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

17. INDEMNIFICATION

17.1 Your Indemnification. You agree to defend, indemnify, and hold harmless AgentRuntime, its affiliates, and their respective directors, officers, employees, agents, successors, and assigns from and against any and all claims, demands, losses, damages, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) the design, operation, or outputs of your agents and workflows; (c) your Content; (d) your breach of these Terms; (e) your violation of any applicable law or regulation; or (f) any infringement by you of any third-party Intellectual Property Rights or other rights.

17.2 Procedure. AgentRuntime shall: (a) promptly notify you in writing of any indemnifiable claim; (b) grant you sole control of the defense and settlement of such claim, provided that you may not settle any claim that imposes any obligation or liability on AgentRuntime without AgentRuntime's prior written consent; and (c) provide reasonable cooperation and assistance at your expense.

18. CHANGES TO THE TERMS

18.1 Modifications. AgentRuntime reserves the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last Updated" date, and, where required by applicable law, by providing direct notification to you via the email address associated with your account.

18.2 Acceptance. Your continued access to or use of the Services following the effective date of any modification constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, you must cease using the Services and cancel your account.

19. GOVERNING LAW AND DISPUTE RESOLUTION

19.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which AgentRuntime Labs Ltd is incorporated, without regard to its conflict of law provisions.

19.2 Dispute Resolution. Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof shall first be subject to good-faith negotiation between the parties. If unresolved within thirty (30) days of written notice of a dispute, such dispute shall be resolved by binding arbitration or through the courts of competent jurisdiction, as specified in the applicable Order Form or otherwise agreed in writing by the parties.

19.3 Class Action Waiver. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, CONSOLIDATED, OR REPRESENTATIVE ACTION.

20. GENERAL PROVISIONS

20.1 Force Majeure. Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, government actions, labor disputes, or third-party infrastructure failures.

20.2 Severability. If any provision of these Terms is found invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

20.3 Waiver. No waiver of any provision of these Terms shall be effective unless in writing. Failure to enforce any provision shall not constitute a waiver of future enforcement.

20.4 Assignment. You may not assign or transfer your rights or obligations under these Terms without AgentRuntime's prior written consent. AgentRuntime may freely assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

20.5 Notices. All legal notices to AgentRuntime under these Terms must be sent in writing to the contact address below. Notices to you may be sent to the email address associated with your account.

20.6 Relationship of Parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.

21. CONTACT INFORMATION

For questions regarding these Terms:

AgentRuntime Labs Ltd Email: legal@agentruntime.io

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