Aginera Terms of Use

1) Other Agreements; Order Forms

If you purchase a subscription or paid Services, your purchase may be governed by an order form, statement of work, or similar document (an "Order Form"). If there is a conflict between an Order Form and these Terms, the Order Form controls only for the purchased Services.

2) Eligibility and Accounts

You must be legally able to enter into a binding contract in your jurisdiction. You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. You will provide accurate account information and keep it updated.

2A) Business Use; No Consumer Use

Business Use. The Services are offered for business and commercial use. You represent that you are using the Services for commercial purposes and not primarily for personal, family, or household use.

3) License to Use the Services

Subject to these Terms and any Order Form, Aginera grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes. You may not resell or provide the Services to third parties except as expressly permitted by an Order Form.

4) Acceptable Use

You will not (and will not permit anyone to):

• access or use the Services in violation of applicable law;
• infringe or misappropriate intellectual property, privacy, or other rights;
• reverse engineer, decompile, or attempt to discover source code (except to the extent such restriction is prohibited by law);
• interfere with or disrupt the Services, including introducing malware or conducting security testing without written permission;
• access the Services to build a competing product or service;
• circumvent usage limits or security controls;
• upload, transmit, or store unlawful, harmful, or unauthorized content.

5) Customer Content and Inputs

"Customer Content" means content, documents, drawings, plan sets, models, BOMs, specifications, datasets, prompts, instructions, and other materials you (or your users) submit to the Services, plus outputs you generate from that content to the extent permitted by law.

You retain ownership of your Customer Content. You grant Aginera a worldwide, non-exclusive license to host, process, transmit, and display Customer Content only as necessary to provide, secure, maintain, and improve the Services and to comply with law.

You represent that you have all rights necessary to provide Customer Content and that providing it does not violate any obligations (including confidentiality) you owe to others.

6) Outputs, Estimates, and Professional Judgment

The Services may generate outputs such as extracted quantities, takeoffs, BOMs, pricing suggestions, schedules, summaries, comparisons, or recommendations ("Outputs"). Outputs are produced from Customer Content and system logic and may be incomplete or inaccurate.

You are responsible for reviewing and validating Outputs before relying on them for bidding, procurement, construction, manufacturing, compliance, or other decisions. Aginera does not guarantee that Outputs will be correct, complete, or suitable for any specific purpose.

6A) Outputs; Customer Responsibility

The Services may generate takeoffs, quantities, BOMs, estimates, schedules, comparisons, or recommendations ("Outputs"). Outputs may be incomplete or inaccurate. You are solely responsible for independently reviewing and validating Outputs before relying on them for bids, procurement, construction, manufacturing, compliance, or any decision.

7) AI Features and Model Providers

Some features may use machine learning or AI and may involve third-party model or infrastructure providers. Aginera may route prompts and relevant data necessary to generate Outputs. Aginera will handle such data in accordance with these Terms and the Aginera Privacy Policy.

8) Feedback

If you provide feedback, suggestions, or ideas, you grant Aginera a perpetual, worldwide, royalty-free license to use them without restriction or obligation.

9) Intellectual Property

Aginera and its licensors own the Services, including software, designs, interfaces, and underlying technology, and all related intellectual property rights. Except for the limited license in Section 3, no rights are granted to you.

10) Third-Party Services and Links

The Services may integrate with third-party services (e.g., storage providers, CAD viewers, ERP systems). Your use of third-party services is governed by their terms. Aginera is not responsible for third-party services.

11) Subscription, Fees, and Taxes (If Applicable)

If you purchase paid Services, you agree to pay fees per the applicable Order Form. Fees are non-refundable except where required by law or expressly stated in an Order Form. You are responsible for applicable taxes (excluding taxes on Aginera's income).

12) Confidentiality (Business Users)

"Confidential Information" includes non-public information disclosed by one party to the other that is marked or reasonably understood as confidential. Each party will protect the other's Confidential Information using reasonable care and use it only to perform under these Terms.

13) Security

Aginera will use reasonable measures designed to protect the Services and Customer Content. You are responsible for secure configuration of your accounts, permissions, and any integrations you enable.

14) Suspension and Termination

We may suspend or terminate access to the Services if:

• you breach these Terms or an Order Form;
• your use threatens the security or availability of the Services;
• required by law; or
• your fees are overdue (for paid Services).

You may stop using the Services at any time. On termination, your right to use the Services ends. Sections that by their nature should survive (including IP, confidentiality, disclaimers, limitations of liability, and dispute terms) will survive.

15) Disclaimers

THE SERVICES AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGINERA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OR RELIABILITY OF OUTPUTS.

16) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(A) AGINERA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY; AND

(B) AGINERA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO AGINERA FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR US$100 IF YOU HAVE NOT PAID ANY FEES.

Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

16A) No Liability for Bid/Project Losses

Without limiting the foregoing, Aginera will not be liable for any losses arising from bid outcomes, contract awards, project delays, scope gaps, cost overruns, change orders, liquidated damages, penalties, or disputes with third parties.

17) Indemnification

You will indemnify and hold harmless Aginera and its affiliates, officers, directors, employees, and agents from claims arising out of:

• your Customer Content;
• your use of the Services in violation of these Terms or law; or
• your infringement or misappropriation of third-party rights.

18) Compliance; Export

You will comply with applicable laws, including export control and sanctions laws. You may not use the Services if you are prohibited from doing so under applicable law.

19) Governing Law; Dispute Resolution (Cross-Market Template)

These Terms are governed by the laws of the State of California excluding conflict-of-law rules. Courts located in Alameda County, California will have exclusive jurisdiction, and you consent to venue there.

20) Changes to the Terms

We may update these Terms from time to time. The "Last Updated" date reflects the latest revision. Continued use of the Services after changes become effective means you accept the updated Terms.

21) Contact

Kamna Ventures LLC (d/b/a Aginera)

6701 Koll Center Pkwy, Suite 250, Pleasanton, CA

Email: support@aginera.ai