Terms of Service

THIS AGREEMENT TAKES EFFECT WHEN YOU ACCEPT THE TERMS DURING SIGN-UP OR BY ACCESSING OR USING THE SERVICES (the "Effective Date"). BY ACCEPTING THE TERMS DURING SIGN-UP OR BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 13(b) (THE "ARBITRATION AGREEMENT") AND A CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 13(c) (THE "CLASS ACTION/JURY TRIAL WAIVER") THAT REQUIRE, UNLESS CUSTOMER OPTS OUT PURSUANT TO THE INSTRUCTIONS IN THE ARBITRATION AGREEMENT, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US.

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

a. "AI Agent" means any artificial intelligence system, autonomous software agent, or machine learning model that accesses or uses the Services, whether directly or through integration with other systems.

b. "Aggregated Data" means data and information related to or derived from Customer Data or Customer's use of the Services that is used by InsForge in an aggregate and anonymized manner, including to compile statistical and performance information related to the Services.

c. "Authorized User" means Customer's employees, consultants, contractors, agents, and AI Agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (ii) for whom access to the Services has been purchased hereunder.

d. "Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer, an Authorized User, or AI Agent through the Services; provided that, for purposes of clarity, Customer Data does not include Aggregated Data.

e. "Services" means InsForge's proprietary Backend-as-a-Service platform designed for AI coding agents, including but not limited to database services, authentication, file storage, API management, and agent orchestration capabilities, as made available by InsForge to Authorized Users and AI Agents from time to time.

a. Provision of Access

Subject to and conditioned on Customer's compliance with the terms and conditions of this Agreement, including without limitation the Usage Limitations, InsForge will make available to Customer during the Subscription Period, on a non-exclusive, non-transferable (except in compliance with Section 14(g)), and non-sublicensable basis, access to and use of the Services, solely for use by Authorized Users and AI Agents.

b. Use Restrictions

Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users or AI Agents to: (i) copy, modify, or create derivative works of any InsForge IP; (ii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services; (iii) use AI Agents to generate, store, or process content that violates applicable laws or regulations.

c. AI Agent Responsibilities

Customer acknowledges and agrees that: (i) Customer is fully responsible for all actions taken by AI Agents using the Services; (ii) Customer will implement appropriate monitoring and control mechanisms for AI Agents; (iii) Customer will ensure AI Agents comply with all applicable laws and this Agreement; and (iv) Customer will promptly address any misuse of the Services by AI Agents.

a. General

Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users and AI Agents.

b. AI Agent Management

Customer shall: (i) implement and maintain appropriate safeguards and monitoring systems for AI Agents; (ii) ensure AI Agents operate within the parameters of this Agreement; (iii) promptly investigate and remediate any unauthorized or harmful activities by AI Agents; and (iv) maintain logs and audit trails of AI Agent activities as reasonably requested by InsForge.

Where paid services are agreed between InsForge and Customer per the Order, Customer shall pay InsForge the fees ("Fees") identified in the Order without offset or deduction at the cadence identified in the Order. Fees paid by Customer are non-refundable. If Customer fails to make any payment when due, InsForge may suspend services and charge interest on past due amounts. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Customer hereunder.

a. InsForge IP

Customer acknowledges that, as between Customer and InsForge, InsForge owns all right, title, and interest, including all intellectual property rights, in and to the InsForge IP.

b. Customer Data

InsForge acknowledges that, as between InsForge and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to InsForge a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use Customer Data as necessary to provide the Services.

c. AI-Generated Content

Any content, code, or other materials generated by AI Agents using the Services shall be owned by Customer, subject to InsForge's rights in the underlying Services and any third-party intellectual property rights.

Customer represents, warrants, and covenants that: (i) Customer owns or has necessary rights in Customer Data; (ii) Customer will ensure AI Agents operate in compliance with applicable laws; and (iii) Customer will not use AI Agents to generate content that infringes laws; and (iii) Customer will not use AI Agents to generate content that infringes third-party rights.

THE InsForge IP IS PROVIDED "AS IS" AND InsForge DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

This Agreement will be governed by the internal substantive laws of the State of Delaware, without respect to conflict of laws principles.

Any disputes arising under this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, unless Customer opts out within thirty (30) days of accepting this Agreement by emailing info@insforge.dev.

This Agreement constitutes the sole and entire agreement between the Parties with respect to the subject matter hereof. All notices must be in writing. Email notices to InsForge must be sent to info@insforge.dev.

InsForge may change this Agreement from time to time at its discretion with reasonable notice to Customer. Customer acknowledges that the use of AI Agents with the Services may be subject to additional regulatory requirements and agrees to comply with all applicable laws governing AI systems.