PRESET Software Subscription Terms of Service for Agor Cloud (Beta Version)

Last Updated: September 22, 2026

Please read these Software Subscription Terms of Service (this “Agreement”) carefully, as they govern the use of the Preset Service (defined below) by You and/or the entity that You are acting on behalf of (as applicable) (“Customer” or “You”) in registering for the Agor Cloud Service.

1. OVERVIEW

A. General: Preset, Inc. (“Preset”) has developed this cloud-based artificial intelligence (“AI”) orchestration agent/platform called Agor Cloud, which enhances workplace efficiency and effectiveness by facilitating workflows across Your entire org from disparate AI sources and tools, so You and Your teammates don’t have to search for work done using each specific AI tool/agent, regardless of which AI provider’s service, tools or agent has been used.

B. Registration: This Agreement takes effect on the date when You COMPLETE THE REGISTRATION TO USE AGOR CLOUD, the open-source Preset agent/service that enables You to easily orchestrate/use virtually every other AI tool or capability You need (“Agor Cloud” or “Service” as further defined below), or on the date when You first establish an account, access or use the Service (whichever comes first: the "Effective Date"). "Registration" means Customer's online registration to use the Service via Agor Cloud’s website or other application. IF YOU ARE REGISTERING TO USE THE SERVICE ON BEHALF OF A LEGAL PERSON SUCH AS A COMPANY, ORGANIZATION OR GOVERNMENT AGENCY (“Entity”) You, as the individual registering for the Preset Service on behalf of such Entity: (a) acknowledge that You have read and understand this Agreement; (b) represent and warrant that You have the necessary right, power, and authority to enter into this Agreement and have legal authority to bind such Entity; and (c) accept this Agreement on behalf of such Entity and agree that such Entity is legally bound by its terms. If You do not agree to be subject to this Agreement, please DO NOT COMPLETE THE REGISTRATION TO USE AGOR CLOUD, and in such event neither You nor any individual on behalf of Customer may access or use the Service. This Agreement is by and between Preset, Inc. as the owner and administrator of Agor Cloud and Customer. This Agreement includes and incorporates any exhibits attached hereto or terms or policies referenced in these Terms, as well as the online Registration form accepted pursuant to this Agreement. Preset and Customer may be referred to collectively as the "Parties" or individually as a "Party." The Service is intended solely for business and professional use. By registering, You represent that You are at least 18 years old and are using the Service for business purposes and not for personal, family or household purposes.

C. Use of Beta Version; Subscription: Customer's authorized users (“Users”) are hereby granted a limited, nonexclusive, non-transferable and royalty-free right and license to access and use the software which constitutes and underlies the Service (“Software”), and the Service, including any Materials, solely during the beta Subscription Term (defined below). The Subscription provides access to the cloud-based SaaS subscription Service for Agor Cloud, the agent used to orchestrate Your diverse AI tools and bots as more fully described elsewhere on the agor.live website. The Service is a private, essentially open beta version of Agor Cloud. Agor Cloud will continue to be updated and enhanced by Preset. As a private open beta version, You understand that bugs and errors may occur, as well as security vulnerabilities of which Preset is not yet aware. Preset has not yet obtained the security certifications that are features of other Preset products and services. You acknowledge the risk that You assume when You use a beta service, especially in production. Preset is working to obtain SOC 2 Type II certification for Agor Cloud, and to enhance Agor Cloud’s reliability and security on an ongoing basis. Preset will use commercially reasonable efforts to address and fix such security vulnerabilities and bugs/errors based on their degree of severity. Your right to sign up and use this beta Service is free at the outset, but as data storage is costly and Agor Cloud is expected to store large quantities of data in one place from the various AI agents and platforms that You use, beyond a certain threshold quantity of data (set forth in the Order Form) that You wish to have Agor Cloud store, You will be charged for such excess storage. In addition, there may be other features for which Preset may charge Customers as the Service evolves, and as to which You will be given prior notice (and of course, the right to discontinue Your use should Preset require such payment(s)). Finally, Preset is under no obligation to provide You with free Enhancements as defined below, or to fix all bugs and errors.

This Agreement applies to Your subscription license to the Agor Cloud Service. Use of the Service includes basic support and maintenance services for which any cost will be listed on the Order Form (“Support”) and any related materials provided by Preset including third-party components and materials (“Materials”). Additional add-on products/functionality that can be purchased by Customer to use with the Service shall be listed on an Order Form.

This Agreement also covers and binds You if You are the only User of the Service, as well as all individual Users whom Customer authorizes to use the Service, who shall be named Users, subject to the restrictions and other terms of this Agreement. Customer is responsible for the acts and omissions of its Users.

D. Beta Service: Further Details and Enhancements: The term "Service" also includes any online Help and other documentation and user guides provided by Preset (“Documentation”), and may include currently supported upgrades, updates, supplements, enhancements, patches, derivative works and new releases of Agor Cloud/the Service (“Enhancements”) in Preset’s sole discretion. Enhancements may be offered to Customers at additional cost as indicated in conjunction with the specific release. The Service also includes third-party materials and components, Internet-based services and Support provided by, for or on behalf of Preset in connection with Your use of the Service. No service level agreement or threshold or Service credits will be offered as part of this beta Service. Any Preset terms and conditions that appear in or on, or accompany, any Preset Service, Materials, items or services also apply and bind Customer in connection with Customer's use of and access to the Service. Customer acknowledges that from time to time at Preset's request, Enhancements will need to be implemented as provided so as not to adversely affect Service development. Updates shall not include any optional or future products which Preset licenses separately. If You have subscribed to a beta version of the Service, Preset may provide You with Enhancements, but has no obligation to do so.

E.  Subscription and Trial Period. Use of the Service is licensed (but not sold to Customer) on a per-User basis (“Subscription”) during the Trial Period (defined below), and Customer cannot assign or sublicense the Service to third parties. Users have the right to download and use the Service on their computers and devices, provided that all use of the Service is authorized by Customer. Users have no right to give their login credentials to any other person, unless Customer indicates that the User is leaving the Customer's employ or will not be using the Service again, in which case, Customer shall promptly notify Preset by email of the replacement User, providing such information as Preset requests.

The Subscription permits a Customer or User to sample the beta Service as a free trial for a period determined by Preset and indicated to You during the online Registration process (“Trial Period”), without having to input any billing information as part of its initial Registration. The Trial Period shall be for an initial 90 days if not otherwise indicated in the Order Form, and shall renew automatically for additional renewal Trial Period(s), unless either Party gives the other at least thirty (30) days’ prior written notice that it does not wish to extend the then-applicable initial or renewal Trial Period. Nonetheless Preset shall have the right to terminate the Trial Period upon notice if Customer or its Users violate any of the provisions set forth in this Agreement, or if Preset decides to cease offering the beta version of the Service generally. The initial and any renewal Trial Periods constitute the Subscription Term.

The beta Subscription trial Registration initially may only require Your email address (and name of the Entity if applicable) and that You sign in with a supported identity provider (currently Google), which supplies Your name and profile picture to Preset. Access to the beta Service is by invitation or as capacity allows. Additional terms and conditions may appear that apply to Your free Trial. At the end of the Trial Period, You may be presented with various options to extend the Subscription or to upgrade to a full Subscription, subject to additional terms provided by Preset prior to the end of the Trial Period.

2. SCOPE OF USE

A. Right to Use. Customer's Subscription to the Service gives Customer the right to use the Service subject to any limits that apply to the license that Customer obtains from Preset, as may be indicated in Customer's Order Form provided by Preset or by notification from Preset, as Preset is constantly enhancing Service functionality. Preset will use commercially reasonable efforts to provide Customer with online notice, or notice to Customer's account, in the event it modifies technical or numerical limitations on Users or makes available new features. There initially shall be no limitation on the number of Customer’s Users that may use the Service during the Trial Period or how frequently it can be used, but this may change with thresholds or caps becoming applicable as Agor Cloud evolves.

B. Use by Affiliates. The Subscription granted under this Agreement shall include a right for Customer to use the Service with its Affiliates by designating additional Users employed by its Affiliates as necessary, provided that Customer remains liable for all usage by Users including payment of all Fees, and for any acts or omissions of its Affiliates and their Users. For this purpose, an Affiliate is an entity which controls, is controlled by, or is under common control with Customer, where "control" means ownership of at least 50% of the equity interests in the controlled entity directly or indirectly, or the ability to direct the management of the controlled entity by contract.

C. Restrictions on Use; Acceptable Use. Customer shall ensure that all Users keep their accounts secure. When Customer/User(s) accesses or uses the Service, or any Software or Materials, Customer, any Affiliates and their Users agree that they will not directly or indirectly: (i) copy, modify or create any derivative work of all or any portion of the Software, Service or Documentation; (ii) reverse engineer, decompile, decode, or disassemble or otherwise attempt to derive or gain improper access to any component of the Software or Service, in whole or in part; (iii) frame, mirror, sell, resell, market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan any portion of the Service to any other person or entity, or otherwise allow any person or entity to use the Service for any purpose other than for the benefit of Customer in accordance with this Agreement; (iv) use the Service in fraudulent or deceptive ways, introduce malware, or engage in spamming, hacking or attempt to bypass Preset systems or protective measures; (v) use the Service or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any person or entity, or that violates any applicable law; (vi) access or search the Service (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) unless authorized in writing by Preset and/or the Documentation; (vii) use the Service, Documentation or any other Preset Confidential Information for benchmarking or competitive analysis with respect to competing or related products or services; or (viii) use the Service, Software, Documentation or any other Preset Confidential Information to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Service. Nothing in this Agreement limits any rights Customer may have under an open-source license with respect to source code that Preset makes available under that license. The restrictions in this Section 2.C apply to the Preset-hosted Service and to any components of the Software that Preset does not make available under an open-source license.

Customer will promptly notify Preset if Customer knows or reasonably suspects that any User’s credentials for the Service, or the identity-provider account that a User signs in with, have been compromised. Each account for access to and use of the Service may only be accessed and used by the specific User for whom such account is created. Customer will further ensure that no User misrepresents his or her identity. Please note that Users are named users, so shared services accounts such as billing@company.com, accountspayable@company.com, privacy@company.com (unless they are not really shared because they resolve to a single named User account) cannot be Users. Use of an account by more than one individual person will be considered a violation of these Terms of Service and may result in account termination.

3. FEES, PAYMENT AND TAXES

The basic beta version of the Service is free at the outset. However, there may be modifications to the Service that could be fee-bearing going forward. For example, upon adequate notice, Preset may determine that the quantity of Your data stored by Agor Cloud beyond certain thresholds will no longer be free. In addition, certain add-ons, Materials and Enhancements provided by Preset may be fee-bearing. In addition, as Agor Cloud evolves, Preset may choose to charge fees for certain features or Enhancements. Any such fee-bearing items relating to Your Subscription shall be "Fees" herein and when they appear on any Order Form. Fees paid for the Subscription Term are nonrefundable and payment obligations for the Service are noncancelable and continue for the Subscription Term, unless otherwise indicated in this Agreement. Customer will reimburse Preset for all costs (including reasonable attorneys' fees) incurred by Preset to collect any overdue amounts. All late payments will be subject to a service charge equal to 1% per month (or the highest permitted legal rate if less than 1% per month) on any unpaid balance due until paid in full. The number of Users can increase during any paid Subscription Term as indicated but cannot be decreased.

If Customer purchases a Subscription to the Service via credit card or other payment card or Preset-approved method (collectively, “Credit Card”), Customer hereby authorizes Preset (or its designee) to charge Customer's Credit Card in accordance with the Fees for the Subscription and any other charges set forth on the Order Form. Customer acknowledges that certain Credit Cards may charge foreign transaction fees or other charges, which will be passed through to Customer. If Customer's payment is not successfully settled for any reason, Customer remains responsible for any amounts not remitted to Preset. Preset may invoice Customer by email, unless otherwise agreed. Preset will try Your Credit Card various times if it fails to process Your payment, and will provide You notice of any payment failure. If this problem is not remedied by You within 14 days, Preset has the right to suspend or terminate the Service 14 days after payment should have been made.

All stated Fees are exclusive of taxes and charges of any nature, such as levies, duties, value-added taxes, excise taxes, use or withholding taxes that may be assessed by any jurisdiction (“Taxes”). Customer is responsible for paying all Taxes assessed on its purchase or renewal of a license, other than taxes based on Preset's net income. In the event that Customer's jurisdiction imposes income tax withholding on Customer's purchase or renewal of a Subscription, Customer must gross up Customer's payment to Preset so that it yields Preset the amount of Fees stated in the Order Form.

4. OWNERSHIP, INTELLECTUAL PROPERTY RIGHTS AND CUSTOMER DATA

A. Ownership by Preset. The Service, Software, Service Information, Documentation, and all Enhancements to the foregoing, and any Materials provided by Preset or obtained or accessed by Customer from Preset or its agents, including underlying algorithms, interfaces, metadata, technology, databases, tools, know-how, processes and methods used to provide or deliver the Service, are and shall remain open source or the property of Preset, its licensors and their successors and assigns, as appropriate, and under no circumstances may be used in any way other than pursuant to this Agreement and Order Form, other agreement between Customer and Preset and any pertinent open source licenses. The Software, Materials and the Service may not be retained, sold, or reproduced by any means by Customer except as specified in this Agreement or the Documentation, and Customer shall have no intellectual property rights, including but not limited to trade secrets, trademarks, patent rights, copyrights and moral rights (“Intellectual Property Rights”) in the Service, Service Information, Software or Materials, including Enhancements. Preset also retains all modifications to and derivative works of such Service, Software, Service, Service Information, Documentation and Materials. "Service Information" means usage data and trends with respect to the Service, including about Users, provided that such information can never be identified to a specific User or customer. No right or license is granted to Customer or to any third party by implication, estoppel or otherwise, other than the express rights set forth in this Agreement. Preset may discontinue development of the Software at any time, which will not affect Customer's Subscription during the then applicable Subscription Term. Any rights that Customer acquires in such Service, Software and/or Materials, other than the license rights granted by this Agreement, are hereby assigned to Preset, including all Intellectual Property Rights that Customer may have or acquire therein anywhere in the world (including moral rights, to the maximum extent permitted by applicable law), and any other rights Customer may have pertaining to the Software and/or Service provided by or made accessible by Preset. Customer will not attempt to register any Intellectual Property Rights in the Software, Service or Materials anywhere in the world. Finally, Preset retains a nonexclusive ownership right in all Feedback as indicated below.

B. Ownership by Customer. "Customer Content" means all information, data, content and other materials, in any form or medium, that is transmitted or otherwise provided by or on behalf of Customer to Preset and/or through the Service, including Customer data and PII, but excluding the Service, Software, Documentation and Service Information. Customer Content specifically includes all prompts and inputs provided to the Service by Customer and all discrete outputs resulting from such prompts/inputs. As between Customer and Preset, Customer owns and retains all right, title and interest in and to all Customer Content, subject to Customer’s agreements with other agents and LLMs which may govern Customer’s ownership of data. For example, if Customer transmits data using Agor Cloud to ChatGPT, ownership of such data will be governed by Customer’s agreement with OpenAI. Preset may use, display and modify the Customer Content solely to provide and improve the Service during the Subscription Term, including to store the Customer Content in temporary caches or to store Customer Content at Customer's request. In addition, Preset may develop or derive data or insights in anonymized, deidentified and/or aggregate form, provided neither a User nor Customer or other discrete individual can be identified from such derivation. If any content contained in Your Customer Content (i) violates this Agreement or any linked Preset policies; (ii) violates or may violate applicable law; (iii) is offensive or Preset deems it to be offensive, for example, if it appears to be child pornography, harassment, defamatory and/or threatening or puts anyone at risk, or if it may be terrorist content, or infringes or may infringe a third party's Intellectual Property Rights, Preset has the right to remove such Customer Content. For egregious or recurring Customer or User conduct of this nature, Preset may suspend or terminate Customer's account, or a particular User account, as it deems necessary and appropriate. Disclaimer. In addition, Customer and its Users must determine whether the output of Customer Content is legal, correct, up-to-date and appropriate for use and/or sharing by Customer or its Users. For example, if Customer and/or its Users use Agor Cloud to manage and store data from multiple agents, and an agent managed through Agor Cloud provides incorrect or false information, Preset will have no liability for such output. Preset disclaims all responsibility arising from Customer’s or its Users’ use or sharing of Customer Content outputs. Customer should independently verify such outputs before using or sharing them, and should consider obtaining the advice of counsel or other professional advice before any use or sharing of such outputs.

"Customer Content" includes content and/or data owned or processed by Customer using the Service, whether PII as defined below or other customer data, much of which consists of data returned to Customer's Users from User queries. Customer and Customer's Users retain all proprietary and Intellectual Property Rights in all Customer Content that Customer provides to Preset and/or Customer's Users use with the Service. "PII" refers to personally identifiable information or personal data that Customer and Customer's Users provide to Preset to facilitate provisioning of the Service, which remains the property of Customer and/or the data subjects who provided such PII. The PII that is provided by the User to establish his or her account and access the Service consists of the profile supplied by the User’s identity provider when the User signs in: an email address, a name and a profile picture (the Service does not collect or store a password). In general, Customer controls storage of Customer Content by Preset as indicated in this paragraph. Customer Content submitted to the Service by the Users is encrypted, and is automatically and temporarily cached by the Service for performance purposes, for a period that can be controlled by the User. In addition, Customer has the right to request that Preset use its own cloud storage for Customer Content if the Customer lacks its own database/datastore for such storage, which may be at additional Fees (see above). Customer and its Users acknowledge that such storage by Agor Cloud may include Your configuration and memory files, as well as all API keys necessary for Agor Cloud to access Your Customer Content from other AI providers, engines and locations (e.g., Claude or ChatGPT). The User uses the Service to connect to Customer's data source(s) and AI tools and environments. Any remaining Customer Content in the possession of Preset shall be deleted following the end of the Subscription Term if such Term is not renewed, as evidenced by an account closure request by Customer/User, or if Customer/User requests deletion of Customer Content. Preset may use, display and modify the Customer Content solely to provide and improve the Service during the Subscription Term. For the avoidance of doubt, Preset is not granted any right, title or interest in and to, and/or the right to use Customer's Intellectual Property Rights for any purposes whatsoever without the prior written consent of Customer. Notwithstanding the foregoing, Preset may use Customer's tradename/trademark for the purpose of client reference or identifying Customer on Preset customer lists. Customer is solely responsible for the scope, permissions, spending limits and rotation of any API keys, tokens or other credentials it provides to the Service (“Credentials”). Customer should provide Credentials with the minimum permissions and usage limits necessary. Preset is not liable for charges, usage or actions incurred through Customer's third-party accounts using Credentials, except to the extent caused by Preset's gross negligence or willful misconduct.

5. PRESET’S OBLIGATIONS

Preset also has certain responsibilities to Customer:

A. Providing the Service and Support. Preset provides the Service to Customer and strives to ensure that Customer receives adequate Support. Preset uses commercially reasonable efforts to ensure that the Service operates materially in accordance with Preset’s Documentation, and with the requisite security precautions described in the next paragraph. Any Support/maintenance questions can be emailed to Preset at support@preset.io or sent via ticketing to preset.io/support. Preset shall provide Customer with email Support during customary business hours. The level of Support provided by Preset for this open beta version shall be entirely within Preset’s reasonable discretion, and is aspirational rather than a fixed commitment by Preset. Preset will try to keep Customer informed of any necessary downtime. As is rather common with beta versions, some downtime from time to time is to be expected, and Preset disclaims any liability (or commitment to specific service levels) related to such downtime.

B. Protecting Customer Content and Personal Data. Both in providing the Service, and in protecting Confidential Information, Customer Content and PII, Preset shall use commercially reasonable efforts to implement and maintain physical, operational and technical safeguards that are no less rigorous than accepted industry standard practices for safeguarding the Customer Content and PII that may be processed by the Software or Service, even though it is not possible to guarantee absolute security online, and to ensure that such safeguards comply with applicable data protection and privacy laws. In addition, Preset’s interaction with Customer Content and PII is in accordance with Preset’s Privacy Notice which can be found at https://preset.io/privacy-policy, which is intended to comply with applicable privacy and data protection legislation, including without limitation GDPR. Notwithstanding the foregoing, it is possible that certain security features will be found only in Preset-hosted Agor Cloud/Service but not in self-hosted Agor Cloud.

C. Security Incidents. "Security Incident" means unauthorized access to, disclosure of, or unauthorized or accidental destruction, corruption or loss of, Customer Content (including Credentials) stored by Preset. Upon becoming aware of a Security Incident, Preset will (i) notify Customer without undue delay, (ii) use commercially reasonable efforts to contain and remediate it, and (iii) provide information reasonably available to Preset that Customer needs to meet its own notification obligations. A Security Incident caused by a third party’s unauthorized access shall not constitute a breach of Section 7 unless it results from Preset’s failure to meet its obligations under Section 5.B.

6. TERMINATION AND SUSPENSION

Either Party can terminate this Agreement for breach by the other Party, by giving written notice to the other Party and a 30-day period to cure the breach, if the breach is capable of cure. Either Party also has the right to terminate this Agreement at any time for convenience; such termination of the Service shall not affect Customer’s requirement to pay any Fees due with respect to the Subscription Term. If Customer validly terminates the Agreement for breach by Preset, Customer is entitled to a pro-rated refund of prepaid Fees covering any time period subsequent to the termination date. Upon termination, Customer shall promptly delete/destroy or otherwise remove the Software/Service and any ability to access it from computers, mobile phones or other storage devices. Preset shall have the right to retain copies of Confidential Information to the extent (i) required to comply with legal requirements; (ii) mandated by Preset’s record retention policy; or (iii) stored on routine back-up media solely for the purpose of disaster recovery, provided that such information is deleted or destroyed in due course and that employees are precluded from accessing such Confidential Information in the ordinary course of business prior to destruction. In the event of termination, the following provisions shall survive: Sections 3, 4, 6, 7, 8, 10, 11, 12, 14, 16 and 18.

Preset also has the right to suspend Customer’s or certain Users’ access to the Service if (i) Preset has determined or reasonably believes that Customer or any User is using the Service in violation of this Agreement or applicable law; or (ii) Preset’s provision of the Service to Customer is or becomes prohibited by applicable law or would have a material adverse effect on the cost of providing the Service. Preset will use commercially reasonable efforts to provide Customer with prior notice of any such suspension, and if the cause of the suspension is capable of cure and has been cured, to resume the Service.

7. CONFIDENTIAL INFORMATION

For purposes of this Agreement, Confidential Information includes innovations, any information, knowledge or data of either Party which the other Party and its employees may access or receive relating to the Service, Software, Materials, Customer Content, code, computer programs, algorithms, accounting methods, marketing techniques, customer names, negotiated customer fee information, financial information, marketing plans, product plans, product or services roadmaps, business strategies, forecasts, personnel information, customer lists, trade secrets and any other nonpublic technical or business information, whether in writing, given to the recipient orally or in any other way communicated or provided to the recipient, including any Customer Content, Documentation, data or information used and/or uploaded by Customer or its Users to the Service, which the recipient knows or has reason to know that discloser would like to treat as confidential for any purpose, such as maintaining a competitive advantage or avoiding undesirable publicity. The Service, Software and any nonpublic Documentation shall remain the Confidential Information of Preset at all times. Any nonpublic Customer Content remains the Confidential Information of Customer or Customer’s Users. Neither Party as the recipient shall disclose any Confidential Information of the disclosing Party without the prior written consent of the discloser, and neither Party shall use any Confidential Information of the discloser unless otherwise indicated herein or with the discloser’s express written consent, except that Customer as recipient has the right to properly use the license granted under this Agreement, and Preset as recipient can use Customer’s Confidential Information only to the extent necessary to provide and enhance the Service, or assist use by Customer’s Users of the license Customer has obtained under this Agreement.

(i) All Confidential Information of the discloser shall be protected from disclosure by the recipient using the standard of care recipient uses with its most valuable confidential information, and at least a commercially reasonable standard of care; and (ii) no Confidential Information of the discloser shall be used for any purpose other than that for which it has been disclosed, and shall not be used for the benefit of recipient or any third party except as permitted by the license to use the Service and/or by this Agreement. Confidential Information does not include information that: (a) is in the public domain through no fault of the recipient; (b) was known to recipient prior to disclosure by the discloser without breach of an obligation to discloser, as can be demonstrated by documentary evidence; (c) was disclosed to recipient by a third party not known by recipient to be under a confidentiality obligation to discloser; (d) was independently developed by recipient without use of Confidential Information of discloser. If required by law or any tribunal or governmental order, recipient can disclose Confidential Information of discloser, but recipient first shall give discloser the opportunity to oppose or limit such disclosure and shall never disclose more than recipient is required to disclose.

Preset hereby undertakes to ensure that its partners, affiliates, officers, directors, employees, agents or other representatives that have access to, or in any way receive, Confidential Information under this Agreement, and/or any subcontractors engaged by Preset for the performance of its obligations under this Agreement, are bound by confidentiality undertakings no less restrictive than the provisions of this section. This section shall survive the termination and/or expiration of this Agreement.

8. CUSTOMER/USER FEEDBACK

Customer understands and shall ensure that its Users understand that Users are welcome to and encouraged to provide Preset with comments, suggestions, concepts, ideas, recommendations for improvements and other feedback concerning this beta version of the Service, Software and Materials (collectively, “Feedback”) including without limitation with respect to the use, operation, functionality, appearance and other features and characteristics of the Service, Software and Materials. Any and all Feedback concerning the Software and Service, whether or not patentable or protectable in another form, shall be the nonexclusive property of Preset immediately upon communication of such Feedback to Preset. Preset obtains an undivided interest in the whole of the Feedback.

Preset may use the Feedback at any time, in any manner, and in any form or medium now existing or hereafter created, without obligation to provide any reporting or accounting to Customer. Preset shall also have the right to own and register any Intellectual Property Rights anywhere in the world in the Feedback or results or derivative works thereof. Accordingly, Customer agrees that such Feedback is provided to Preset for its nonexclusive use in any manner it deems fit, including without limitation the commercial exploitation thereof and/or the sale or other transfer thereof to one or more third parties, free of any Preset obligation to Customer or others. Customer’s Users should not provide any Feedback to Preset in which any third party has or may have any right, claim or interest or in which Customer or Customer’s Users either assert, or have any expectation of retaining, any exclusive interest or of receiving any remuneration, reward or consideration of any sort.

9. PROFESSIONAL SERVICES AND TRAINING

Preset also may offer live or video User training at additional cost. Details of Preset’s training services are available to Customer upon request at support@preset.io.

Professional Services are also available from Preset or Preset’s designated professional services subcontractor(s) at standard hourly rates, with a one-week minimum engagement, with Preset typically engaged to provide implementation, onboarding, database connection and migration assistance, building dashboards; please reach out to support@preset.io to inquire.

10. WARRANTIES AND DISCLAIMERS

A. GENERAL. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, SOFTWARE AND MATERIALS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” UNLESS OTHERWISE INDICATED HEREIN, PRESET MAKES NO OTHER WARRANTIES OF ANY KIND IN CONNECTION WITH THE SERVICE, SOFTWARE AND MATERIALS, AND HEREBY DISCLAIMS ALL WARRANTIES OF EVERY KIND, EXPRESS, IMPLIED AND STATUTORY, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT, AS WELL AS ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING OR PERFORMANCE, OR USE IN TRADE. PRESET DOES NOT WARRANT AND DISCLAIMS ANY WARRANTY THAT THE SERVICES OR OUTPUTS ARE ACCURATE, COMPLETE OR ERROR-FREE OR THAT THEIR USE WILL BE UNINTERRUPTED. NO WARRANTY IS GIVEN WITH RESPECT TO SECURITY OR PRIVACY UNLESS OTHERWISE INDICATED IN THIS AGREEMENT, OR FOR ANY THIRD-PARTY MATERIALS OR INTERFACES UNLESS A THIRD-PARTY WARRANTY CAN BE PASSED THROUGH TO CUSTOMER.

B. SPECIFIC DISCLAIMERS. (I) In addition, Customer and its Users must determine whether the output of Customer Content is legal, correct, up-to-date and appropriate for use and/or sharing by Customer or its Users. For example, if Customer and/or its Users use Agor Cloud to manage and store data from multiple agents, and an agent managed through Agor Cloud provides incorrect or false information, Preset will have no liability for such output, and Preset disclaims all responsibility arising from Customer’s or its Users’ use or sharing of Customer Content outputs. Customer should independently verify such outputs before using or sharing them, and should consider obtaining the advice of counsel or other professional advice before any use or sharing of such outputs. (II) "Agent Actions" means any action taken, executed or initiated through the Service by Agor Cloud or by any third-party agent, model or tool, whether directly instructed by a User, taken autonomously under a configuration, permission or workflow established by Customer or its Users, or proposed by an agent and approved by a User. Customer controls the permissions, tools and systems to which Agent Actions have access, and is solely responsible for reviewing, approving and supervising Agent Actions. PRESET SHALL HAVE NO LIABILITY FOR HARM ARISING FROM AGENT ACTIONS, INCLUDING DELETION, MODIFICATION OR DISCLOSURE OF DATA IN CUSTOMER’S SYSTEMS, EXCEPT TO THE EXTENT CAUSED BY PRESET’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (III) EXCEPT FOR PRESET’S EXPRESS OBLIGATIONS IN SECTION 5.B AND THE DATA PROCESSING ADDENDUM, PRESET DISCLAIMS ANY LIABILITY ARISING FROM BUGS, ERRORS, SECURITY INCIDENTS OR DOWNTIME. PRESET’S SOLE OBLIGATION, AND CUSTOMER’S EXCLUSIVE REMEDY, FOR ANY SECURITY INCIDENT IS SET FORTH IN SECTION 5.C AND IS SUBJECT TO SECTION 12.

11. INDEMNIFICATION

A. Preset Indemnification of Customer. Preset will defend Customer at Preset’s expense against actual third-party claims, suits, actions or proceedings (“Claim(s)”) that the Service or Software as used by Customer and Customer’s Users in accordance with this Agreement infringes or misappropriates a third party’s Intellectual Property Rights, with Preset paying its own defense costs and attorneys’ fees regarding the Claim, and Preset will indemnify Customer for all final amounts awarded against Customer or settlement amounts that must be paid to such third party, provided that Preset will have no liability if: (i) Customer/Customer’s Users have not used the Service properly in accordance with this Agreement; (ii) Customer’s delay in informing Preset about the Claim has adversely affected Customer’s or Preset’s legal position or Preset’s defense obligation; (iii) the Claim arose in whole or in part from Customer’s or Customer’s Users’ combination of the Software or Materials with non-Preset software or materials or Customer Content, which was done by a party other than Preset or other than strictly in accordance with Preset’s Documentation and/or written instructions; (iv) the Claim arose in whole or in part from modification to the Service, Software or Materials done by a party other than Preset or not done strictly in accordance with Preset’s Documentation or written instructions; (v) the Claim arose in whole or in part because Customer failed to, within reasonable time (not to exceed 60 days), implement an Enhancement that Preset provided to Customer before the Claim arose which most likely would have avoided the Claim; or (vi) the Claim arose in whole or in part from non-Preset products or software. In any event, Preset’s obligations under this paragraph are also conditioned on Customer’s full cooperation with Preset to enable it to fulfill its obligations hereunder, and on Customer’s mitigating damages by promptly installing any Enhancement that Preset provides to resolve the Claim. In any settlement, Customer’s prior written consent shall be required, not to be unreasonably withheld. This paragraph is Customer’s sole remedy and Preset’s only obligation with respect to a Claim against Customer.

B. Customer Indemnification of Preset. Customer will defend Preset and its personnel and affiliates (“Preset Indemnitees”) against any Claims that arise from: (i) Customer’s or any of its Users’ violation of this Agreement, (ii) infringement or misappropriation by the Customer Content of the Intellectual Property Rights of a third party (including without limitation the rights of another agent or LLM which you choose to manage via Agor Cloud), (iii) Customer’s or its Users’ use or processing of PII in violation of the rights of a data subject, (iv) any Agent Actions, or any application, product, service or content that Customer or its Users build, deploy or make available using the Service or its outputs (“Customer Applications”), including Claims by Customer’s end users; or (v) Customer’s failure to comply with Section 15, and Customer will indemnify the Preset Indemnitees for reasonable attorneys’ fees incurred and damages finally awarded against a Preset Indemnitee pursuant to such Claim, and for any amounts owed or paid by a Preset Indemnitee under a settlement of such Claim. Customer’s indemnification obligation under this paragraph is subject to Customer receiving (i) prompt written notice from Preset Indemnitees of such Claim (but in any event, notice in sufficient time for Customer to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such Claim; and (iii) all reasonably necessary cooperation of Preset Indemnitees at such Party’s expense. In any settlement, Preset’s prior written consent shall be required if a Preset Indemnitee is affected thereby, not to be unreasonably withheld. This paragraph is Preset’s sole remedy and Customer’s only obligation with respect to a Claim against a Preset Indemnitee.

C. Process. The indemnified Party must promptly notify the indemnifying Party of the relevant Claim, and will reasonably cooperate in the defense. The indemnifying Party will retain the right to control the defense of any such Claim, including the selection of counsel, the strategy and course of any litigation or appeals, and any negotiations or settlement or compromise, except that the indemnified Party will have the right, acting reasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to an ongoing affirmative obligation. The indemnifying Party’s obligations will be excused if either of the following materially prejudices the defense: (a) failure of the indemnified Party to provide prompt notice of the Claim; or (b) failure to reasonably cooperate in the defense. Indemnification is each Party’s sole and exclusive remedy under this Agreement for any third-party Claims.

D. Exclusions. Neither Party’s defense or indemnification obligations will apply to the extent the underlying allegation arises from the indemnified Party’s fraud, willful misconduct, violations of law or breach of the Agreement. Preset’s defense and indemnification obligations will not apply to the extent the Customer Claim arises from: (i) modifications made by Customer or a User to the Service or Customer Content outputs; (ii) the combination of the Service or outputs with technology or content not provided by Preset; (iii) prompts or other data provided by Customer or its Users; (iv) use of the Service or outputs in a manner that Customer knows or reasonably should know violates or infringes the rights of others; (v) the practice of a patented invention contained in an output; or (vi) an alleged violation of trademark based on use of an output in commerce.

12. LIMITATION OF LIABILITY AND EXCLUSION OF REMEDIES

PRESET SHALL NOT BE LIABLE FOR ANY LOSS OR INTERRUPTION OF BUSINESS, LOSS OF USE OR LOST REVENUES, PROFITS OR DATA, OR HARM TO ANY COMPUTER OR SYSTEM EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. PRESET HAS USED COMMERCIALLY AVAILABLE ANTI-VIRUS TECHNOLOGY AND HAS NOT KNOWINGLY INCLUDED ANY VIRUS, WORM, TROJAN HORSE OR OTHER MALWARE IN THE SERVICE OR SOFTWARE BUT MAKES NO WARRANTY THAT IT IS FREE FROM SAME.

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, COMPENSATORY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES OR COSTS DUE TO LOSS OF PROFITS, GOODWILL, PERSONAL OR PROPERTY DAMAGE RESULTING FROM OR IN CONNECTION WITH THE AGREEMENT) REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF CUSTOMER HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY’S LIABILITY TO THE OTHER PARTY FROM ANY CAUSE OR MATTER ARISING UNDER OR IN CONNECTION WITH THE SERVICE OR THIS AGREEMENT OR ITS BREACH EXCEED THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER UNDER THE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100), REGARDLESS OF THE FORM OF ACTION AND HOWEVER ARISING.

THE ABOVE EXCLUSIONS OF DAMAGES AND LIMITATIONS OF LIABILITY SHALL NOT APPLY TO THE EXTENT SUCH EXCLUSION OR LIMITATION IS PROHIBITED BY APPLICABLE LAW, INCLUDING WITH RESPECT TO A PARTY'S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. NOTWITHSTANDING THE FOREGOING, (i) A PARTY’S LIABILITY FOR BREACH OF ITS OBLIGATIONS UNDER SECTION 7 (CONFIDENTIALITY) OR SECTION 5.B (SECURITY) SHALL NOT EXCEED US $50,000 IN THE AGGREGATE; AND (ii) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 SHALL NOT EXCEED US $150,000.

THESE LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

13. EXPORT RESTRICTIONS

The Software and Service are subject to United States export laws and regulations, as well as to international export laws and regulations wherever the Service is used. These laws include restrictions on permitted destinations, end users and end use, and on countries subject to sanctions and embargoes. In particular, the Service and Software cannot be used or exported: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country as defined by the United States Government; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export, without first obtaining such license or approval.

14. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed exclusively by the laws applicable in the State of California, USA, excluding the application of its conflicts of laws principles. Any dispute arising under or with respect to this Agreement, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be solely and exclusively resolved by binding arbitration in San Francisco, California, before a single arbitrator from JAMS’s panel of arbitrators, in an arbitration administered by JAMS pursuant to its Streamlined Arbitration Rules (or if one party is based outside the United States, JAMS’s International Arbitration Rules). Judgment upon any award or decision rendered by the arbitrator shall be binding on the Parties and may be entered by any court or forum having competent jurisdiction. This clause shall not preclude either party from seeking provisional remedies (such as an injunction) in aid of arbitration from a court of appropriate jurisdiction. In any such arbitration, the prevailing party shall recover its attorneys’ fees and costs from the other party, and the arbitrator shall determine the prevailing party for this purpose. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY UNDERSTANDS AND AGREES THAT IT WAIVES: (A) THE RIGHT TO A TRIAL BY JURY; AND (B) THE RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION.

15. RELATIONSHIP OF THE PARTIES; ADDITIONAL SECURITY RESPONSIBILITIES

Nothing in this Agreement shall be interpreted or construed as creating or establishing any partnership, joint venture, employment relationship, franchise or agency or any other similar relationship between Customer and Preset or any of its agents and employees.

In addition to the foregoing obligations, Customer and as applicable, its Users, have the following obligations: (1) understanding and complying with this Agreement, the Order Form and any other contractual obligations with Preset; (2) notifying Preset of changes made to technical or administrative contact information; (3) maintaining their own system(s) of record; (4) ensuring the supervision, management, and control of the use of the Service by their Users; (5) independently backing up all Customer Content and PII, and developing Customer’s own disaster recovery and business continuity plans that address the inability to access or utilize the Service and any other Preset services; (6) providing Preset with a list of approvers for security and system configuration changes for data transmission; (7) immediately (in no more than 48 hours) notifying Preset of any actual or suspected information security breaches, including compromised User accounts, as well as those used for integrations and secure file transfers; and (8) ensuring that any terms under which Customer makes Customer Applications available to third parties disclaim liability on behalf of Preset and its licensors to at least the extent set forth in Sections 10 and 12.

16. PUBLICITY

If Customer is an Entity, Customer grants Preset permission to identify Customer as a user of the Service by name and logo, subject to Customer’s trademark guidelines; Customer may revoke this permission at any time by written notice. Preset may request, and Customer may in its discretion provide, quotes, case studies or testimonials.

17. MODIFICATION OF THE TERMS

It is possible that Preset will seek to modify its Terms of Service as Agor Cloud evolves, provided that any Order Forms that Customer has entered into with Preset cannot be modified without Customer’s written consent. Preset may modify this Agreement at any time by providing notice to Customer through the Service, to Customer’s account or by email. Customer will be deemed to have agreed to the terms of the updated Agreement if Customer either (a) accepts the updated Agreement through the Service, or (b) continues to use or access the Service after such notice. Material changes will become effective no sooner than thirty (30) days after notice, except for changes required by law or relating to new features, which may take effect immediately. Changes will not apply to any dispute arising before the effective date of the change.

18. GENERAL PROVISIONS; NOTICES; ENTIRE AGREEMENT

A. Notices. All notices, demands, waivers, and other communications under this Agreement (each, a "Notice") must be in writing. Except for notices related to demands to arbitrate or where equitable relief is sought, any Notices provided under these Terms may be delivered electronically to the Customer’s account, address or other authorized addresses provided to Preset; and to legal@preset.io if to Preset. Notice is effective only: (a) upon receipt by the receiving Party, and (b) if the Party giving the Notice has complied with all requirements of this paragraph. Customer agrees to receive electronic communications from Preset based on Customer’s use of the Service and in relation to this Agreement, which may include SMS and text.

B. Agreement-related Issues. The Parties hereto agree that this Agreement together with the Order Form sets forth the entire Agreement and understanding between Customer and Preset concerning the Service, Software and Materials and Customer's license to use them, and this Agreement supersedes all prior and contemporaneous communications, written or oral, concerning the Service, Software and Materials and is intended to be a complete and exclusive statement of the terms of Customer's Agreement with Preset. Customer acknowledges that it has not relied upon any representation whatsoever of Preset which is not contained in this Agreement. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be modified and enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect. Any waiver by Preset of any breach or default by Customer of any of the terms or conditions of this Agreement will not be considered a continuing waiver or a waiver of any prior, subsequent or different breach. In the event of any conflict between the Order Form and the body of the Agreement, the Order Form shall prevail. Preset shall have the ongoing right to assign this Agreement to any current or future Preset affiliated company or third party, whether by merger, acquisition, reorganization, sale of substantially all assets or equity, or by operation of law, without Customer's consent and without notice. Any assignment or attempted assignment by Customer of this Agreement in whole or in part, or of any of the rights granted herein, without the prior written consent of Preset, shall be void. The Parties acknowledge that this Agreement shall be construed fairly according to its terms and not strictly for or against either Party, regardless of which Party drafted it.

PERSONAL INFORMATION: DATA PROCESSING ADDENDUM

To the extent Preset processes any Customer Content relating to an identified or identifiable natural person ("Personal Information" or “PII”) that is subject to the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC) and its respective national implementing laws (collectively, "GDPR"); the Swiss Federal Act on Data Protection; the United Kingdom General Data Protection Regulation; and/or the United Kingdom Data Protection Act 2018 (collectively, "Data Protection Laws"), Preset will:

1. (a) only process Personal Information as contemplated by this Agreement and pursuant to the data controller's instructions;
2. (b) ensure that Preset's personnel authorized to process Personal Information have committed themselves to confidentiality;
3. (c) implement commercially reasonable technical and organizational measures designed to protect Personal Information. If Preset becomes aware of any unauthorized access, use, or disclosure of Personal Information, it will notify Customer without undue delay. Where possible, such notice will include all available details required under applicable data protection laws for Customer to comply with its own notification obligations to regulatory authorities and affected individuals;
4. (d) only engage sub-processors to process Personal Information where Preset has entered into a written agreement with such sub-processors imposing data protection obligations that are consistent with this Addendum, or where such sub-processors are well-known data centers (e.g., Amazon Web Services, Microsoft Azure, Google Cloud Platform) that are subject to equivalent obligations. Where the sub-processor fails to fulfill such obligations, Preset shall remain liable to Customer for the performance of that sub-processor's obligations as required by applicable Data Protection Laws, subject to the limitations and exclusions of liability set forth in Section 12 to the extent permitted by such laws. A list of Preset's sub-processors can be found at https://preset.io/Preset-Sub-Processors.pdf. Where required by Data Protection Laws, Preset will update such list of sub-processors and allow Customer five (5) days to object. If Customer has legitimate objections to the appointment of any new sub-processor, the Parties will work together in good faith to resolve the grounds for the objection;
5. (e) provide reasonable assistance and comply with reasonable instructions from Customer related to any requests from individuals (data subjects) exercising their rights in Personal Information under applicable data protection laws;
6. (f) assist Customer in ensuring compliance with Customer's obligations pursuant to Articles 35 and 36 of GDPR (or equivalent requirements under other applicable Data Protection Laws);
7. (g) delete or return all Personal Information following the expiration or termination of this Agreement upon Customer request for account closure or data deletion (excluding any back-up or archival copies which shall be deleted in accordance with Preset's data retention schedule), except where Preset is required to retain copies under applicable laws, in which case Preset will isolate and protect that Personal Information from any further processing except to the extent required by applicable laws;
8. (h) make available to Customer all information necessary to demonstrate compliance with the obligations set forth in this Addendum and allow for and contribute to audits conducted by Customer or another auditor selected by Customer, which obligation Preset may satisfy by providing Customer with an overview of Preset's security practices that Preset generally makes available to its customers;
9. (i) ensure that any Personal Information originating in the European Economic Area, Switzerland, and/or the United Kingdom that is transferred by Customer to Preset in a country that has not been found to provide an adequate level of protection under applicable Data Protection Laws is processed in accordance with the Standard Contractual Clauses, in compliance with the requirements of GDPR for the transfer of personal data to a third country, and in particular in accordance with Module 2 (Controller to Processor), the terms of which are incorporated herein by this reference.