BeanOS.AI

These Terms establish the baseline platform terms for your use of BeanOS. If you sign a separate master agreement, subscription agreement, order form, statement of work (SOW), or exhibit with us, that signed document is incorporated with these Terms and controls to the extent of any direct conflict.

Where a signed BeanOS master agreement is in place, the order of precedence is: the body of the signed agreement, then the applicable order, then the applicable SOW, then any exhibit, and then these platform Terms, unless the signed document expressly provides otherwise or an order or SOW contains service-specific scope, cost, or unique terms for the services it covers.

In these Terms, "AI Engine" means BeanOS's cloud-based AI platform, agents, automations, workflows, models, and related technologies; "BeanOS Technology" means BeanOS software, models, algorithms, prompts, workflows, templates, playbooks, methodologies, know-how, documentation, systems, processes, tools, and related intellectual property; "Client Data" means proprietary or confidential information, data, records, and materials you provide to BeanOS; "End User Data" means information relating to your customers, prospects, employees, contractors, representatives, or other end users; "Confidential Information" means non-public technical, business, customer, or proprietary information that should reasonably be understood to be confidential; and "SaaS Services" means subscription-based access to the BeanOS platform and related functionality.

BeanOS is an AI-native operations infrastructure platform. It provisions AI agents, automations, dashboards, workflows, connectors, and integrations to support your business operations within connected systems.

The Service may include SaaS access, implementation services, and professional services, as described in the applicable signed order or SOW. We may use subcontractors, cloud providers, AI providers, infrastructure providers, and shared or multi-tenant infrastructure to deliver the Service, and we remain responsible for our obligations under these Terms subject to the limitations below.

Unless a signed agreement states otherwise, the Service is provided without a service-level agreement (SLA), uptime target, or guaranteed availability. We may add, modify, or remove features as the platform evolves.

The BeanOS platform — including its AI Engine, kernel, broker, session runtime, dashboards, skills, agent patterns, prompts, workflows, templates, playbooks, underlying software, models, algorithms, know-how, documentation, aggregated data, and all improvements or derivatives of them — is and remains the exclusive intellectual property of BeanOS and its licensors.

Subject to these Terms and any applicable order, we grant you a non-exclusive, non-transferable, non-sublicensable, limited license to access and use your BeanOS deployment solely for your internal business operations during your active subscription. You may not copy, resell, sublicense, reverse-engineer, decompile, disassemble, benchmark for a competing service, or attempt to extract, derive, discover, or recreate the BeanOS platform or its underlying methods.

You grant BeanOS the right to access, process, use, transmit, store, and otherwise handle your data, inputs, prompts, configurations, AI interactions, usage data, telemetry, and outputs as reasonably necessary to provide, operate, maintain, secure, support, monitor, improve, develop, and train the BeanOS Service and related technologies, and as otherwise permitted under these Terms or a signed agreement.

Credentials for connected systems are handled only as reasonably necessary to provide, operate, maintain, secure, support, and monitor the Service and to access connected systems on your behalf. Credentials are not included in any improvement, development, or training grant.

• Your data. As between you and BeanOS, you retain ownership of your confidential information, business data, and end-user data, including intellectual-property rights in that data.
• Deliverables. Subject to payment of all fees due, you own client-specific reports, memoranda, spreadsheets, presentations, emails, summaries, analyses, AI Outputs, and similar work product generated by BeanOS for you. Deliverables do not include BeanOS Technology, even if BeanOS Technology is incorporated into, used to create, or reflected in the Deliverables.
• Client Artifacts export. On termination and written request, we will provide a commercially reasonable export of Client Artifacts in our then-current standard export format. "Client Artifacts" means client-specific work product, reports, AI Outputs, workflows, automations, templates, configurations, prompts, dashboards, and similar materials generated, configured, or maintained through the Service for your use, excluding the Service, AI Engine, documentation, BeanOS Technology, aggregated data, and BeanOS intellectual property.
• Support & observability. To operate, debug, support, and improve the Service, the BeanOS support team may observe and access your deployment, including the data it processes and the actions its agents take. We treat this data as confidential (Section 8) and access it only as needed to run and improve the Service.
• No third-party model training. We do not use your Client Data or client-specific Deliverables to train third-party general-purpose AI models for other customers unless a signed agreement expressly permits it. We may still use data, telemetry, interactions, and outputs as permitted above to provide, secure, support, improve, develop, and train the BeanOS Service and related BeanOS technologies.
• Aggregated data. We may use analytics, benchmarking data, usage statistics, models, learnings, insights, trends, and other information generated or derived from use of the Service, provided the data does not identify you or any individual person and cannot reasonably be used to identify you or any individual person.

The Service relies on artificial intelligence, including third-party AI models. AI can make mistakes. The Service is engineered to minimize errors through guardrails, verification steps, and human-in-the-loop review, but we do not guarantee that AI-generated outputs will be accurate, complete, or error-free.

You are responsible for reviewing and verifying AI-generated outputs before relying on them, especially for consequential, financial, legal, or irreversible actions. The Service does not provide professional legal, financial, tax, or medical advice. You retain final responsibility for all decisions made and actions taken using the Service.

Because the Service uses AI, outputs may not be unique — we may generate the same or similar non-client-specific outputs, workflows, templates, playbooks, concepts, know-how, methodologies, or generalized learnings for BeanOS or other clients, provided we do not disclose your Confidential Information or client-specific Deliverables except as permitted by these Terms.

Nothing in the Service creates a professional relationship (including an attorney-client relationship) between BeanOS and you or any third party, and no output may be relied upon by any person as professional advice or as a substitute for review by a licensed professional. If you are a law firm, attorney, or legal-services provider, you are solely responsible for using the Service under appropriate licensed-attorney supervision and for preserving any privilege, work-product protection, client consent, ethical-wall, court-order, or similar requirement.

Fees are specified in your signed order, SOW, subscription agreement, or other ordering document. Unless that document states otherwise, SaaS fees are invoiced monthly in advance, professional-services fees are invoiced monthly in arrears, and undisputed invoices are due within 30 days after the invoice date. Fees are exclusive of taxes, and you are responsible for sales, use, value-added, withholding, and similar taxes other than taxes based on BeanOS's net income.

Implementation fees are due before implementation services begin unless your signed order states otherwise. If a signed order gives you an implementation refund right, that right must be exercised before SaaS Services commence; authorization of, payment for, or use of SaaS Services constitutes acceptance of implementation services.

"BeanOS Operating Hours" means metered runtime consumed by BeanOS agents operating within their environments. They do not represent an hourly rate for human labor or any commitment regarding the amount of human effort devoted to your account. Monthly operating-hour allowances expire at the end of the applicable billing cycle and do not roll over unless a signed order says otherwise.

If usage materially exceeds prepaid capacity, BeanOS may invoice excess usage at then-current rates, require additional capacity, prioritize or throttle workloads, suspend excess usage, or work with you in good faith to adjust commercial terms. Pricing and service levels depend in part on third-party AI models, infrastructure, software, data providers, and upstream policies. If those dependencies materially change pricing, terms, availability, policies, throttling, capabilities, or our cost to provide the Service, we may modify pricing, operating limits, functionality, or scope upon reasonable prior notice and in accordance with any signed agreement.

Payments are payable by ACH transfer unless BeanOS agrees otherwise in writing. Credit card payments, if accepted, carry a 3% processing fee unless a signed agreement states otherwise. Pricing, discounts, usage allowances, and other commercial terms are BeanOS Confidential Information and may be shared only with your advisors, representatives, financing sources, prospective acquirers, investors, owners, executives, or similar recipients with a legitimate need to know and confidentiality obligations at least as protective as these Terms.

You agree not to use the Service to:

• violate any applicable law, regulation, or third-party terms of service;
• infringe, misappropriate, or violate the intellectual-property or privacy rights of others;
• transmit malware or malicious code, or attempt to gain unauthorized access to any system;
• resell, lease, or provide the Service to third parties without our prior written consent;
• probe, scrape, bypass security measures, or attempt to extract the BeanOS platform's underlying IP; or
• use the Service or its outputs to build, train, improve, benchmark, or support a competing AI-operations service;
• provide data, credentials, access, or content that you are not authorized to provide; or
• make fully automated decisions producing legal or similarly significant effects without human review, or use the Service in a high-risk use case where inaccurate outputs could reasonably result in death, bodily injury, or significant financial or legal harm.

We may suspend your access to address any material breach, security risk, or overdue payment.

Each party will protect the other's non-public, proprietary information with at least reasonable care, use it only to exercise rights or perform obligations under these Terms, and disclose it only to personnel, contractors, advisors, affiliates, subcontractors, and service providers who need to know it and are bound by confidentiality obligations at least as protective as these Terms. This obligation survives termination. Where the parties have signed a separate non-disclosure agreement (NDA), that NDA also governs.

BeanOS will maintain commercially reasonable administrative, technical, organizational, and physical safeguards designed to protect the security, confidentiality, and integrity of Client Data and End User Data. Credentials for connected systems are stored in a secure secrets manager with access restricted to your specific deployment, and external system calls are audit-logged.

If BeanOS discovers unauthorized access to, acquisition of, use of, disclosure of, alteration of, or destruction of Client Data or End User Data (a "Security Incident"), BeanOS will notify you without undue delay and in any event within three business days after discovery, provide available information about the incident, and provide reasonably requested updates. You are responsible for determining and making any legally required notices to your customers, users, regulators, or other third parties, and BeanOS will provide commercially reasonable cooperation at your expense.

Where the Service processes personal information on your behalf, BeanOS acts as your processor and, to the extent the California Consumer Privacy Act applies, as your service provider and/or contractor. BeanOS processes that personal information only to provide the Service, perform its obligations, or as otherwise permitted by applicable data-protection laws; does not sell or share it; and does not retain, use, or disclose it outside the direct business relationship except as permitted by law. BeanOS certifies that it understands and will comply with these restrictions. Upon reasonable written request no more than once annually, or as required by law or after a Security Incident, BeanOS will provide information reasonably necessary to demonstrate compliance with this paragraph, which may include then-current third-party audit reports, certifications, security summaries, or similar documentation.

We use third-party cloud, AI, infrastructure, analytics, and other providers as subprocessors to deliver, operate, support, secure, maintain, and improve the Service. We impose commercially reasonable confidentiality and data-protection obligations on subprocessors, make a current list of material subprocessors available on request, and remain responsible for their performance subject to these Terms. Disclosure to an authorized subprocessor is not a breach of confidentiality.

These Terms apply for as long as you use the Service. Unless your signed agreement states otherwise, SaaS Services continue month-to-month after implementation and may be terminated by you on written notice effective at the end of the then-current monthly billing cycle.

BeanOS may suspend or terminate the Service, an order, or an SOW if you fail to pay undisputed fees after notice and a cure period, if upstream AI, cloud, software, or data providers materially change their terms, pricing, availability, policies, throttling, or capabilities, if you materially breach these Terms, or if suspension is reasonably necessary to prevent unauthorized access, protect the Service, prevent misuse of BeanOS intellectual property or Confidential Information, comply with law, or avoid material harm to BeanOS, the Service, or other customers.

Upon termination:

• your access to the live BeanOS Service — the agents, dashboards, and AI-driven capabilities — ceases;
• licenses and rights under the terminated order or SOW end, and you must stop using the applicable Service, documentation, and BeanOS Confidential Information;
• we export your Client Artifacts (Section 4) to you on written request, subject to payment of amounts due, technical feasibility, third-party platform limits, security and confidentiality obligations, and legal, regulatory, and record-retention requirements;
• we destroy credentials for your connected systems in accordance with our standard offboarding procedures and, on request, provide a commercially reasonable confirmation, except to the extent retention is required by law, security, backup, or audit obligations;
• we return or delete Confidential Information as required by these Terms, except for ordinary-course backups, legal retention, and information that cannot reasonably be deleted from automated backup systems; and
• the institutional knowledge captured in your Client Artifacts remains yours — what ends is the live, operating platform.

Standard export of your Client Artifacts is included. Transition, migration, data-conversion, or other assistance beyond standard offboarding may be provided under a separate statement of work at our then-current rates, payable in advance.

Each party represents that it has authority to enter into and perform these Terms and will comply with laws materially applicable to its performance. BeanOS represents that implementation services and professional services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards for similar services, and that SaaS Services will materially conform to the functions and features described in the then-current applicable documentation.

Your sole and exclusive remedy, and BeanOS's sole obligation, for breach of the BeanOS service warranties is for BeanOS, at its option, to re-perform affected implementation or professional services, repair or replace affected SaaS Services, or provide a commercially reasonable workaround. If BeanOS cannot cure the warranty breach within a reasonable period after written notice, you may terminate the affected order and receive a refund of prepaid, unused SaaS fees attributable to the terminated portion.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR A SIGNED AGREEMENT, THE SERVICE, DOCUMENTATION, DELIVERABLES, REPORTS, ANALYTICS, RECOMMENDATIONS, AND RELATED MATERIALS ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR DIMINUTION IN VALUE, EVEN IF ADVISED OF THE POSSIBILITY.

EXCEPT AS STATED BELOW OR IN A SIGNED AGREEMENT, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS IS LIMITED TO THE FEES PAID OR PAYABLE BY CLIENT TO BEANOS UNDER THE APPLICABLE ORDER DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE ABOVE EXCLUSIONS AND LIMITATIONS DO NOT APPLY TO A PARTY'S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT; YOUR PAYMENT OBLIGATIONS; YOUR BREACH OF LICENSE OR USE RESTRICTIONS OR BEANOS INTELLECTUAL PROPERTY RIGHTS; A PARTY'S EXPRESS INDEMNIFICATION OBLIGATIONS; OR LIABILITY THAT CANNOT BE LIMITED BY LAW. NOTWITHSTANDING THE FOREGOING, BEANOS'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO CONFIDENTIALITY, DATA SECURITY, PRIVACY, OR ANY SECURITY INCIDENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO BEANOS UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The parties acknowledge that the fees reflect the allocation of risk set forth in these Terms and that BeanOS would not provide the Service without these limitations.

BeanOS will defend you against third-party claims alleging that the Service, when used in accordance with these Terms and applicable documentation, directly infringes or misappropriates that third party's United States intellectual-property rights, and will pay final damages or approved settlements for those claims. BeanOS will also indemnify you for direct third-party claims arising from BeanOS's material breach of Section 8, solely to the extent the claim results directly from BeanOS's gross negligence, willful misconduct, or material failure to implement the security measures expressly required by these Terms.

BeanOS has no indemnification obligation for claims arising from your data or end-user data; combinations with products, services, systems, or materials not provided or authorized by BeanOS; modifications not made by BeanOS; BeanOS's compliance with your specifications, instructions, workflows, or requirements; failure to use available updates or corrections; use in violation of these Terms, law, or documentation; or continued use after BeanOS provides a non-infringing alternative, modification, or replacement.

You will defend, indemnify, and hold harmless BeanOS and its officers, directors, employees, affiliates, and contractors from third-party claims arising out of or relating to BeanOS's authorized use of your data, end-user data, inputs, credentials, access, instructions, or materials; your or your users' use of the Service or outputs in violation of these Terms, law, third-party rights, professional obligations, court orders, or contractual obligations; your decisions made in reliance on the Service or outputs; or claims by your clients, customers, counterparties, employees, contractors, regulators, or other third parties arising from your use of the Service or outputs, except to the extent subject to BeanOS's indemnification obligations above.

During the term of an active signed agreement or order, BeanOS will maintain commercially reasonable insurance customary for similarly situated SaaS providers, including workers' compensation as applicable, commercial general liability, errors and omissions, cyber liability, and automobile liability to the extent applicable to BeanOS's operations. Insurance may be subject to customary deductibles, retentions, exclusions, limitations, and conditions, and BeanOS's maintenance of insurance does not increase or expand its liability under these Terms.

Neither party is liable for delays or failures caused by events outside its reasonable control, including natural disasters, government action, major cloud-provider outages, public-health incidents, and AI-provider outages, throttling, policy changes, or material changes to model availability or pricing. Where an AI-provider or other upstream dependency change materially affects the Service, the parties will discuss in good faith whether scope, limits, or pricing need to be adjusted.

The Service may utilize, incorporate, or interoperate with third-party services, software, data sources, models, platforms, APIs, AI systems, or open-source software, each of which may be subject to separate third-party terms and conditions. BeanOS does not control and is not responsible for their availability, performance, security, legality, accuracy, or compliance, and disclaims liability arising from them to the maximum extent permitted by law.

• Feedback. If you give us feedback, suggestions, or feature requests, you grant us a perpetual, irrevocable, royalty-free license to use them to improve the Service, with no obligation to you.
• Independent contractors. The parties are independent contractors; nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.
• Publicity. Neither party may use the other party's name, marks, logos, or public relationship to these Terms in marketing or public announcements without prior approval, except as required by law or for internal disclosures.
• Non-solicitation. During an active signed agreement and for 12 months thereafter, neither party will knowingly and directly target for recruitment or employment the other party's employees with whom it had material contact through the Service solely because of the agreement. General advertising, non-targeted recruiting, unsolicited inquiries, and independent applications are not restricted.
• Export. Each party will comply with applicable export-control requirements before exporting technical data acquired from the other party under these Terms.
• Survival. Provisions that by their nature should survive — including intellectual property, confidentiality, AI disclaimers, warranties and limitation of liability, indemnification, accrued fees, and dispute resolution — survive termination.
• Assignment. Neither party may assign these Terms without the other's written consent, except that BeanOS may assign these Terms to an affiliate or in connection with a merger, sale of substantially all of its assets, or similar transaction.
• Severability. If any provision is held unenforceable, the remaining provisions stay in full force, and the unenforceable provision is modified to the minimum extent necessary to make it enforceable.
• No third-party beneficiaries. These Terms do not confer rights or remedies on anyone other than the parties and their permitted successors and assigns.
• Entire agreement. These Terms, together with any signed agreement, order, SOW, or exhibit that references or incorporates them, are the entire agreement between the parties regarding the Service and supersede prior discussions. Additional or conflicting terms in purchase orders, portals, click-throughs, acknowledgments, or other client documents are rejected unless expressly accepted in writing by BeanOS.

We may update these Terms as the Service evolves; the "Last updated" date reflects the current version, and continued use after a material change constitutes acceptance. Where these Terms are incorporated into a signed agreement, we will provide reasonable advance notice of material changes, and no modification will materially diminish your rights under that signed agreement with respect to the Services without your consent.

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles. Before initiating any formal proceeding, the parties will attempt to resolve any dispute through 30 days of good-faith negotiation.

To the extent permitted by law, each party waives any right to a jury trial and waives any right to bring or participate in a class, collective, or representative action; disputes will be resolved only on an individual basis.

If a dispute is not resolved through negotiation, it will be finally resolved by binding arbitration administered by the American Arbitration Association before a single arbitrator in Los Angeles County, California, unless the parties mutually agree otherwise. The Federal Arbitration Act governs the arbitration agreement. AAA Commercial Arbitration Rules apply to business customers, and AAA Consumer Arbitration Rules apply to individual consumers if and to the extent required by law. The arbitrator may award any remedy available in court, subject to these Terms, and judgment on the award may be entered in any court with jurisdiction.

Either party may still seek temporary, preliminary, or permanent injunctive or equitable relief; enforce or protect its intellectual-property rights or Confidential Information; prevent expiration of a limitations period; preserve a superior creditor position; seek relief relating to legal compliance; or pursue any claim that applicable law requires to be brought in court. For those permitted court proceedings and proceedings to enforce, confirm, vacate, or modify an arbitration award, the state and federal courts located in Los Angeles County, California have exclusive jurisdiction. In any arbitration or court proceeding to enforce these Terms, the prevailing party may recover its reasonable attorneys' fees and costs to the extent permitted by law.

Questions about these Terms: legal@beanos.ai