Canonical agreement

Terms of Service

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# Terms of Service

Effective 2026-08-10 · Version 2026-08-10

Between **ActGen** ("ActGen") and **the Customer identified by the accepting account and action receipt** ("Customer").

### Service
ActGen provides an AI software and hardware-design automation platform. Customer may use it subject to this Agreement and ActGen's acceptable-use rules.

### Pricing & Changes
The exact service, plan, price, quantity, budget, spend cap, term, usage multiplier or pricing-schedule identity, and other commercial fields shown in Customer's binding action receipt or accepted Order Form govern that action. A field not shown does not authorize a charge. Usage-based fees are billed in arrears under the pricing schedule identified at commitment. ActGen may modify future pricing prospectively on notice; a change does not alter a previously accepted action snapshot.

Customer bears the provider and infrastructure charges expressly included in an accepted action snapshot or pricing schedule. ActGen assumes none of those charges on Customer's behalf.

### Disclaimer of Warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ActGen does not warrant that AI-generated output is accurate, complete, or fit for any purpose; Customer is responsible for reviewing all output before relying on it.

### No Liability — Assumption of All Risk
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ACTGEN AND ITS OWNER, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, AND AFFILIATES SHALL HAVE NO LIABILITY WHATSOEVER, OF ANY KIND AND IN ANY AMOUNT, UNDER ANY THEORY OF LIABILITY, FOR ANY DAMAGE, LOSS, COST, CLAIM, OR HARM ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR THE SERVICE — INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, AND PUNITIVE DAMAGES, AND LOST PROFITS OR DATA — EVEN IF ADVISED OF THE POSSIBILITY. CUSTOMER USES THE SERVICE ENTIRELY AT ITS OWN RISK, AND ITS SOLE AND EXCLUSIVE REMEDY FOR ANY DISSATISFACTION IS TO STOP USING THE SERVICE. IF LIABILITY IS IMPOSED NOTWITHSTANDING THE FOREGOING, AGGREGATE LIABILITY FOR ALL CLAIMS COMBINED IS ZERO U.S. DOLLARS ($0) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. IF APPLICABLE LAW DOES NOT PERMIT A ZERO-DOLLAR LIMIT FOR A PARTICULAR CLAIM, LIABILITY FOR THAT CLAIM IS LIMITED TO THE MINIMUM AMOUNT, IF ANY, THAT APPLICABLE LAW REQUIRES, AND TO THE NARROWEST SCOPE PERMITTED. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY THAT APPLICABLE LAW PROHIBITS EXCLUDING OR LIMITING.

### Indemnification
Customer will defend, indemnify, and hold harmless ActGen from any third-party claim arising from Customer's data, Customer's use of the Service, Customer's AI prompts or outputs, or Customer's violation of this Agreement or applicable law.

### Payment Terms
Invoices are due on receipt via the payment method on file. Overdue amounts accrue interest at 1.5% per month (or the legal maximum, if lower). Fees are exclusive of taxes; Customer is responsible for all applicable taxes. All Fees are non-refundable except where a refund is required by applicable law.

### Billing and Payout Controls
To the maximum extent permitted by law, ActGen may require, waive, suspend, or discontinue billing collection for any Customer or for the platform generally, and may change whether a Customer must maintain a payment method before using the Service. ActGen may also require manual operator approval before any marketplace, contract, referral, or other payout is released; may suspend, delay, withhold, offset, reverse, refuse, or cancel any payout to any person or account at any time, with or without prior notice, for risk, compliance, dispute, fraud, account-verification, policy, operational, or business reasons; and may disable payout features platform-wide. No payout is earned, final, or due unless and until ActGen approves it and the applicable payment processor successfully completes it.

### Force Majeure
Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, internet, hosting, or utility failures, third-party model- or infrastructure-provider outages or changes, labor disputes, or governmental action.

### Term & Termination
Either party may terminate for material breach uncured after thirty (30) days' notice. ActGen may suspend the Service immediately for non-payment or for use that poses a security or legal risk. Accrued Fees survive termination.

### Governing Law
This Agreement is governed by the laws of the State of Delaware, USA, excluding its conflict-of-laws rules.

### Entire Agreement
This Agreement is the entire agreement between the parties and supersedes prior understandings. If any provision is unenforceable, the remainder stays in effect.

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