Terms of Service

1. Acceptance

These Terms of Service (the "Terms") form a binding contract between you (or the entity you represent — "you") and AgentNava ("AgentNava", "we", "us"). The Terms govern your use of AgentNavaKit, including the website at agentnava.com, the developer console at console.agentnava.com, the API at api.agentnava.com, the @agentnava/kit client SDK, and any related services we offer (collectively, the "Service").

By creating an account, accessing the Service, or clicking "I agree" anywhere in the product, you accept these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Service.

If you are accepting on behalf of a company, you represent that you have authority to bind that company, and "you" means that company.

2. Eligibility

You must be at least eighteen (18) years old (or the age of majority in your jurisdiction, whichever is higher) and legally capable of entering contracts. You may not use the Service if you are located in, ordinarily reside in, or are a national of any country subject to comprehensive U.S. trade sanctions, or if you appear on any U.S. government list of restricted parties.

3. Your account

You are fully responsible for all activity that occurs under your account, including activity by users you authorize and activity by anyone who obtains your credentials or API keys, whether or not such activity was authorized by you. You agree to:

• Keep your sign-in credentials and API keys confidential.
• Revoke compromised API keys immediately through the console. We are not liable for any usage, charges, or harm resulting from a compromised key prior to the moment you complete revocation.
• Use accurate information when registering and keep it current.
• Notify us promptly of any unauthorized access.

4. License to use the Service

Subject to your compliance with these Terms and timely payment of fees, AgentNava grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes during your subscription term. All rights not expressly granted are reserved.

You will not (and will not permit any third party to): (a) copy, modify, or create derivative works of the Service; (b) reverse-engineer, decompile, disassemble, or otherwise attempt to derive source code, model weights, prompts, or trade secrets; (c) rent, lease, lend, sell, sublicense, or transfer the Service or your account; (d) use the Service to build a competing product or to train a competing model; (e) publish benchmarks, comparative testing results, or performance characteristics of the Service without our prior written consent; (f) bypass rate limits, security mechanisms, or access controls; (g) use the Service in violation of any law or third-party right; or (h) remove or alter any proprietary notices.

5. Customer Content and feedback

You retain ownership of your Customer Content — the specs, prompts, conversations, knowledge files, and other content you submit. You grant AgentNava a worldwide, royalty-free, sublicensable license to host, copy, transmit, display, modify, and otherwise process Customer Content solely as necessary to provide and improve the Service for you, to comply with law, and to enforce these Terms.

You also grant us a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use de-identified and aggregated derivatives of Customer Content (for example, anonymized usage patterns, latency telemetry, and abuse signals) for any purpose, including improving the Service. We do not train large language models on identifiable Customer Content.

You represent and warrant that (i) you have all rights necessary to grant the foregoing licenses, and (ii) your Customer Content does not infringe any third-party right or violate any law.

Feedback. If you send us suggestions, ideas, bug reports, or other feedback, you irrevocably assign all right, title, and interest in that feedback to us, free of charge, with no obligation on our part to use or attribute it.

6. Acceptable use

You will not use the Service to:

• Violate any law, regulation, or third-party right (including intellectual property, privacy, publicity, or contract rights).
• Generate, distribute, or store child sexual abuse material; harassment; incitement to violence; or content designed to defraud.
• Build or deploy autonomous agents that engage in unsolicited bulk messaging, account takeover, scraping in violation of a site's terms, or surveillance of identifiable individuals without consent.
• Probe, scan, or test the vulnerability of the Service or breach security measures.
• Interfere with the Service's operation, including by introducing malware, overloading infrastructure, or evading rate limits.
• Mislead end users about whether they are interacting with an AI agent.
• Use the Service in any application that is "high-risk" within the meaning of the EU AI Act or comparable law (including safety-critical, medical, legal, financial advisory, or emergency-response use) without first conducting your own compliance assessment and obtaining our written agreement.

We may, in our sole discretion, suspend or terminate access immediately and without prior notice if we believe in good faith that you are violating these rules. You are solely responsible for the content and behavior of agents you create and the consequences thereof.

7. AI output disclaimer

The Service invokes third-party large language models to generate responses. Model output is generated by statistical processes and is not guaranteed to be accurate, complete, current, lawful, or fit for any particular purpose. Output may include factual errors ("hallucinations"), biased or offensive content, or text that resembles but is not authored by any real person.

You are solely responsible for reviewing, gating, and acting upon model output. You must not present model output as advice in regulated domains (medical, legal, financial, mental-health, safety-critical) without independent human review and any disclaimers your jurisdiction requires. AgentNava disclaims all liability arising from your use of, or reliance on, model output.

8. Fees, billing, taxes, and refunds

Subscription fees. Paid plans are billed monthly in advance via Stripe at the rates listed on the pricing page or the order form, in U.S. Dollars. By subscribing you authorize us (through Stripe) to charge your designated payment method on the schedule shown. Subscriptions automatically renew for successive periods of the same length until cancelled.

Overage and usage charges. Usage in excess of plan limits is billed monthly in arrears at the overage rates shown in the console.

Taxes. Stated fees are exclusive of taxes. You are responsible for any sales, use, value-added, withholding, or similar tax (other than taxes on our net income).

Late payment. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and we may suspend the Service after ten (10) days of non-payment. You will reimburse us for reasonable collection costs.

No refunds. All fees are non-refundable except as required by law. We do not refund partial months, unused quota, or accidentally incurred overage. If you cancel mid-period, your plan stays active through the end of the paid period; you will not be charged again.

Price changes. We may change fees at any time on at least fourteen (14) days' notice. Continued use after the change takes effect constitutes acceptance.

9. Beta features

From time to time we may make features available marked "beta," "preview," "experimental," or similar (collectively, "Beta Features"). Beta Features are provided AS-IS without any warranty, may change or be removed at any time without notice, are not subject to any SLA, and may be subject to additional terms presented at the time of access. You use Beta Features at your own risk.

10. Modifications to the Service and Terms

We may modify, suspend, or discontinue any feature of the Service at any time, with or without notice. We may also update these Terms; if a material change is made, we will provide notice via the console, by email, or by posting on our website at least fourteen (14) days before the change takes effect. Your continued use of the Service after a change takes effect constitutes acceptance of the updated Terms.

11. Suspension and termination

By us. We may suspend or terminate your access to all or part of the Service immediately, with or without notice, if (a) you breach these Terms, (b) your account is past due, (c) we believe your use poses a security, legal, or operational risk, (d) we are required to do so by law, or (e) we discontinue the Service or any portion of it.

By you. You may cancel a paid plan at any time through the console; cancellation takes effect at the end of the then-current billing period. To delete your account entirely, use the "Delete workspace" function in the console; this also cancels any active Stripe subscription.

Effect. On termination, your right to use the Service ceases immediately. We may, but are not obligated to, retain Customer Content for up to thirty (30) days after termination, after which it may be permanently deleted. Sections 4–7, 8 (with respect to amounts owed), 12–18, and any other provisions intended to survive will survive termination.

12. Warranty disclaimer

THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGENTNAVA AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND QUIET ENJOYMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR HARMFUL COMPONENTS, OR THAT IT WILL MEET YOUR REQUIREMENTS. NO STATEMENT OR INFORMATION OBTAINED FROM US CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. WE DO NOT OFFER A SERVICE-LEVEL AGREEMENT UNLESS EXPRESSLY SET FORTH IN A SIGNED WRITTEN AGREEMENT.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL AGENTNAVA, ITS AFFILIATES, OFFICERS, EMPLOYEES, OR SUPPLIERS BE LIABLE FOR ANY (a) INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES; (b) LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR DATA-USE; OR (c) COST OF SUBSTITUTE GOODS OR SERVICES — ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF AGENTNAVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ANY EVENT, AGENTNAVA'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (i) ONE HUNDRED U.S. DOLLARS (USD $100) OR (ii) THE AMOUNTS YOU PAID TO AGENTNAVA FOR THE SERVICE IN THE ONE (1) MONTH IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM. The foregoing limitations apply notwithstanding the failure of any limited remedy of its essential purpose. The parties agree that these limitations are a fundamental basis of the bargain reflected in these Terms.

You agree that any claim you may have arising out of or related to these Terms or the Service must be filed within one (1) year after such claim arose; otherwise, the claim is permanently barred.

14. Indemnification

You will defend, indemnify, and hold harmless AgentNava and its affiliates, officers, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your Customer Content; (b) your use of, or inability to use, the Service; (c) any agent you deploy, including the actions, output, and consequences thereof; (d) your violation of these Terms or any law; or (e) your violation of any third-party right. We will give you prompt written notice of any covered claim, allow you to control the defense and settlement (provided the settlement does not impose any obligation or admission on us), and reasonably cooperate at your expense.

15. Governing law, arbitration, class-action waiver

Governing law. These Terms are governed by the laws of the State of Delaware, U.S.A., without regard to its conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

Mandatory arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a "Dispute") will be resolved by final and binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (or Consumer Arbitration Rules where they apply). The arbitration will be held in Wilmington, Delaware, or by remote hearing at AAA's discretion. Judgment on the award may be entered in any court of competent jurisdiction.

Class-action waiver. YOU AND AGENTNAVA EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING. Disputes must be brought on an individual basis only.

Opt-out. You may opt out of this arbitration provision by submitting the support contact form with topic "Other" and message body starting with ARBITRATION-OPT-OUT within thirty (30) days of first accepting these Terms. Opting out does not affect any other section.

Exceptions. Notwithstanding the foregoing, either party may bring (a) an individual small-claims action in a court of competent jurisdiction, or (b) a court action for injunctive or equitable relief to protect intellectual property or confidentiality.

16. General

Entire agreement. These Terms (together with the Privacy Policy and any order forms) are the entire agreement between you and AgentNava regarding the Service, superseding all prior or contemporaneous communications.

Severability. If any provision is found unenforceable, the remaining provisions will continue in full force.

No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.

Assignment. You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of our assets, or otherwise as we see fit.

Force majeure. Neither party is liable for failures or delays caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications failures, denial-of-service attacks, infrastructure-provider outages (including outages of Cloudflare, Clerk, Stripe, or model providers), and pandemics.

Independent contractors. The parties are independent contractors; nothing here creates a partnership, joint venture, agency, or employment relationship.

Notices. Notices to you may be sent to the email address on your account or posted in the console; notices to us must be submitted through the contact form at docs.agentnava.com/support.

Export. You will comply with all applicable export-control and sanctions laws.

Headings. Headings are for convenience only and do not affect interpretation.

17. Contact

Questions? Use the contact form on our Support page.