Terms of Service

Welcome, and thank you for your interest in AGI Context, Inc. (“HydraDB,” “we,” or “us”). We have developed and made available an AI-powered memory and context platform that you may use to store, retrieve, and surface relevant context for AI-assisted workflows (collectively, the “Service”). These Terms of Service (these “Terms”) are a legally binding contract between you and us regarding your use of the Service.

1. Your Relationship With Us.

1.1. Acceptance.
BY ACCEPTING THESE TERMS OR USING THE SERVICE REFERENCING THESE TERMS, YOU REPRESENT THAT: (A) YOU ARE OF THE AGE OF MAJORITY CAPABLE OF AGREEING TO THESE TERMS, AND (B) IF YOU AGREE TO THESE TERMS ON BEHALF OF THE ORGANIZATION, COMPANY, OR OTHER LEGAL ENTITY FOR WHICH YOU ACT, THEN YOU HAVE THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, THEN YOU MUST NOT USE THE SERVICE.

1.2. Organization.
Notwithstanding the foregoing, if an organization has entered into a separate, written agreement with us governing access to and use of the Service (an “MSA”), such MSA will control with respect to such organization’s use of the Service.

1.3. Modification.
We may, from time to time, change these Terms. Material revisions will be effective 30 days after we post or notify you of the revisions. We may require that Customer accepts the updated Terms in order to continue to use the Service. If you do not agree to the modified Terms, you must discontinue use of the Service and terminate these Terms

2. Service.

2.1. Account.
You must register for an account in order to use the Service. You will provide accurate and complete information when registering and to keep this information up to date. You are responsible for maintaining the security of your account credentials and for all activities that occur under your account.

2.2. Access.
Subject to your compliance with these Terms, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term.

2.3. Acceptable Use.
You will use the Service only for lawful purposes and in accordance with these Terms and our applicable policies. You will not use the Service: (a) in any way that violates any applicable local, state, national, or international law or regulation, (b) violate applicable license requirements, (c) to transmit any unauthorized advertising or promotional material, (d) to impersonate or attempt to impersonate us, our employee, or any other person or entity, or (e) in any way that could disable, overburden, damage, or impair the Service.

2.4. Restrictions.
You will not, and will not permit any third party to: (a) sell, resell, license, sublicense, distribute, rent, or lease the Service to a third party; (b) use the Service to develop a competing product or service; (c) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, underlying ideas, algorithms, or structure of the Service; (d) copy, modify, or create derivative works of the Service; (e) remove or obscure any proprietary or other notices contained in the Service; or (f) use the Service in violation of applicable law or license requirements

(g) You may not post or transmit through this website software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, political campaign materials; chain letters; mass mailings, spam mail, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of this website or its contents. (h) You may not harvest or collect information about website visitors without their express written consent.

2.5. Software.
Any software (“Software”) that is made available to you to download from this website is the copyrighted work of HydraDB or third parties. Your use of the Software is governed by the terms of the end user license agreement which accompanies or is included with the Software (“License Agreement”). Unless otherwise stated in the License Agreement, all Software made available to you from the website is subject to and governed by AGPL (GNU Affero General Public License). EXCEPT AS SET FORTH IN THE LICENSE AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.

2.6. Support.
We will use commercially reasonable efforts to provide you with basic support for the Service at no additional charge.

2.7. Modification of the Service.
We may modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to Customer. We have no liability for any modification to, or discontinuation of, the Service. You should retain copies of any Customer Data submitted to the Service.

2.8. Privacy Policy.
We collect, use, and disclose personal information as described in our then-current privacy policy available at hydradb.com/privacy-policy. By using the Service, you agree to the terms of the Privacy Policy.

2.9. AI Features.
(a) Input and Output. We offer a suite of artificial intelligence features and functionalities (collectively, “AI Features”). The AI Features will process the input submitted by you (“Input”) to create and deliver to you the results generated by such processing (“Output”). Certain AI Features may also process other data you submit to improve the nature of the Output returned by the AI Features, which data shall also be considered Input. Input and Output are Customer Data. We assign to you all our right, title, and interest (if any) in and to Output. You grant us a worldwide, fully paid-up, royalty-free, and non-exclusive license to use, reproduce, adapt, modify, host, maintain, compile, translate, share and distribute such Input and Output for the purpose of providing the AI Features, creating and improving AI Features, and collecting and using aggregated, anonymized usage and performance statistics to measure the performance of AI Features.

(b) Warranties and Disclaimers. You represent and warrant that you have all rights, licenses, and permissions required to authorize us to process the Input under these Terms. AI and machine learning technologies have known and unknown risks and limitations. You are solely responsible for developing your own policies regarding the use of any such technologies. We are not responsible for any inaccuracies, incompleteness, or errors in Output. We are not responsible for any biases or limitations of the underlying algorithms or data. We are not responsible for any Output that you or any individual may find harmful, offensive, or otherwise unsuitable for its intended use. You are solely responsible for all use of Outputs and evaluating such Outputs for accuracy and appropriateness for your use case. Output may not be unique, and that AI Features may generate the same or similar Output for any number of users. THE AI FEATURES ARE PROVIDED “AS-IS” FOR USE AT YOUR OWN RISK.

2.10. Pre-Release Features. We may make available certain “pre-release”, “experimental”, “beta” or other Service features prior to their full commercial release (“Pre-Release Features”), at our sole option. Receipt and use of any Pre-Release Features may be conditioned on acceptance of additional terms and may be subject to confidentiality obligations. We may change the features and functionalities at any time and may never release them in a commercial version of the Services. THE PRE-RELEASE FEATURES ARE PROVIDED “AS-IS” FOR USE AT YOUR OWN RISK.

3. Customer Data

3.1. Customer Data.
“Customer Data” means any data, content, or materials that you upload, submit, or transmit to or through the Service. You retain all right, title, and interest in and to the Customer Data. You grant us a non-exclusive, worldwide, royalty-free license to access and use Customer Data solely to provide and improve the Service and as permitted by these Terms. We may collect, analyze, and use aggregated and anonymized data derived from your use of the Service for the purposes of operating, improving, and developing the Service and our other products and services. Such aggregated data will not identify you or any individual user.

3.2. Customer Responsibility.
Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data. You represent and warrant that you have all necessary rights to submit Customer Data to the Service and that doing so will not violate any third-party rights or applicable law.

3.3. Security; Access.
We maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. We will promptly notify you of any confirmed unauthorized access to Customer Data of which we become aware. We may suspend access to the Service or remove Customer Data that we reasonably believe violates these Terms, applicable law, or the security or integrity of the Service. Where practicable, we will provide notice and an opportunity to remedy the violation.

4. Intellectual Property Rights.

4.1. Ownership.
As between the parties and except as expressly set forth in these Terms, we retain all right, title, and interest in and to the Service and all intellectual property rights therein, including all modifications, improvements, and derivative works. You retain all right, title, and interest in and to the Customer Data. No rights are granted to either party other than as expressly set forth in these Terms.

4.2. Content.
By displaying, publishing and making available for download and use by others any content, messages, text, files, images, photos, video, sounds, profiles, works of authorship, or any other materials (“Content”) you give us a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through the web site. You agree that this license includes a right for us to make such Content available to other companies, organizations or individuals with whom we have relationships for the provision of services, and to use such Content in connection with the provision of those services. You understand that we may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit us to take these actions. You confirm and warrant to us that you have all the rights, power and authority necessary to grant the above license.

4.3. Feedback.
You are not obligated to provide any feedback to us. However, if you provide any feedback, suggestions, or recommendations to us (“Feedback”), then you hereby grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use the Feedback without compensation to you.

4.4. Trademark.
We may identify you as a customer of the Service, and display your name and logo (if any) in connection with such identification, on our websites and in our other published marketing materials. We will use good-faith efforts to comply with any reasonable trademark usage guidelines you provide to us in connection with your name and logo. Please contact us if you do not agree with how we are using your name and logo, and we will address the concern promptly.

5. Third-Party platforms

The Service may integrate with or depend on third-party services, platforms, or APIs (collectively, “Third-Party Platforms”). We do not control Third-Party Platforms and are not responsible for their content, operation, or availability. Your use of Third-Party Platforms is subject to such platforms’ own terms and conditions. We may modify or discontinue integrations with Third-Party Platforms at any time without notice or liability.

6. Fees and Taxes

6.1. Service Fees.
(a) All purchases are non-refundable and non-cancellable.

(b) You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. Unless otherwise stated, payments will be in USD.

(c) You agree to pay all charges at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

(d) We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors

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6.2. Cancellation.
You may cancel your subscription at any time via your account settings. Cancellation will take effect at the end of the current billing cycle. If we terminate the Service for our convenience or discontinue the Service entirely, we will issue a pro-rata refund of any prepaid, unused fees.

6.3. Taxes.
Fees do not include taxes. Customer is responsible for all sales, use, value-added, and other taxes associated with Customer’s purchase and use of the Service, excluding taxes based on our net income.

7. Representations and Warranties; Disclaimers.

7.1. Mutual Representations.
Each party represents and warrants that it has full power and authority to enter into these Terms.

7.2. HydraDB Warranties.
We represent and warrant that: (a) the Service will perform materially in accordance with applicable documentation; and (b) we will not knowingly introduce any malicious code into the Service.

7.3. Disclaimers.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” WE AND OUR SUPPLIERS MAKE NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

8. Limitations of Liability.

8.1. Consequential Damages Waiver.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, OR DATA, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2. Liability Cap.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO US DURING THE TWELVE MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED US DOLLARS (USD $100).

8.3. Exclusions.
The limitations set forth in this Section 8 will not apply to either party’s indemnification obligations, breaches of confidentiality obligations, or a party’s fraud, gross negligence, or wilful misconduct.

9. Indemnification.

9.1. By HydraDB.
We will defend you and hold you harmless against any third-party claim alleging that the Service infringes or misappropriates any third-party intellectual property right, and will indemnify Customer for any damages, attorney fees, and costs finally awarded against you as a result of such claim, or for amounts paid by Customer under a settlement approved by us in writing. This obligation will not apply if the claim arises from: (a) Customer Data; (b) Customer’s modification of the Service; or (c) your use of the Service in combination with products or services not provided by us.

9.2. By Customer.
You will defend us and hold us harmless against any third-party claim arising out of or related to Customer Data or your breach of these Terms, and will indemnify us for any damages, attorney fees, and costs finally awarded against us as a result of such claim, or for amounts paid by us under a settlement approved by you in writing.

9.3. Procedure.
The indemnified party must promptly notify the indemnifying party of any claim for which it seeks indemnification and cooperate with the indemnifying party in the defense of the claim. The indemnifying party will have sole control of the defense of the claim, provided that the indemnified party may participate in its own defense at its own expense.

10. Term and Termination.

10.1. Term.
These Terms commence on the date you first accept them and continue until all subscriptions and Orders have expired or been terminated.

10.2. Termination for Cause.
Either party may terminate these Terms if the other party: (a) fails to cure a material breach of these Terms (including a failure to pay fees) within 30 days after written notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.

10.3. Effect of Termination.
Upon termination of these Terms: (a) your access to and our obligations to provide the Service and support will cease; and (b) we may delete any Customer Data in accordance with our data retention policy, unless you request earlier deletion or if retention is required by law or a security or fraud investigation. Confidential Information may be retained in our standard backups but will remain subject to the confidentiality restrictions in these Terms.

10.4. Survival.
The following Sections survive termination of these Terms: 2.4 (Restrictions), 3.1 (Customer Data), 4 (Intellectual Property Rights), 6 (Fees and Taxes), 7.3 (Disclaimers), 8 (Limitation of Liability), 9 (Indemnification), 10.3 (Effect of Termination), 10.4 (Survival), 11 (Confidentiality), and 14 (General Terms).

11. Confidentiality.

11.1. Definition.
“Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

11.2. Obligations.
The Receiving Party will: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any person or entity except those who need to know it for purposes of these Terms and are bound by confidentiality obligations no less restrictive than those herein; and (c) use Confidential Information only for the purposes of these Terms.

11.3. Exceptions.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was rightfully known to the Receiving Party before disclosure; (c) is rightfully received from a third party without restriction; or (d) was independently developed by the Receiving Party without use of Confidential Information.

11.4 Required Disclosures.
The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that the Receiving Party gives the Disclosing Party prompt prior written notice of such disclosure (to the extent permitted by law) and cooperates with the Disclosing Party in any effort to obtain a protective order.

12. Governing Law; Dispute Resolution.

12.1. Governing Law.
These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

12.2. Dispute Resolution.
Any dispute arising out of or relating to these Terms will be resolved exclusively in the state or federal courts located in Delaware. Each party consents to the personal jurisdiction and venue of such courts.

13. Export Controls.

Customer agrees to comply with all applicable export control laws and regulations in connection with its use of the Service. Customer represents and warrants that it is not located in, under the control of, or a national or resident of any country subject to US export restrictions, and that it is not on any US government list of prohibited or restricted parties.

14. General Terms.

14.1. Entire Agreement.
These Terms, together with all Orders and any other documents incorporated herein by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations.

14.2. Assignment.
Neither party may assign these Terms without the prior written consent of the other party, except that either party may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section will be null and void.

14.3. Notices.
All notices must be in writing and will be deemed given when delivered by email with confirmation of receipt, or by nationally recognized overnight courier. Notices to us should be sent to: AGI Context, Inc., 16192 Coastal Highway, Lewes, DE 19958, or by email to founders@hydradb.com.

14.4. No Third-Party Beneficiaries.
There are no third-party beneficiaries to these Terms.

14.5. Waivers and Severability.
Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any of these Terms is held invalid, illegal, or unenforceable, it will be limited to the minimum extent necessary so that the rest of these Terms remain in effect.

14.6. Force Majeure.
We will not be liable for any delay or failure to perform any obligation under these Terms due to events beyond our reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster.

14.7. Contact Us.
If you have any questions about these Terms of Service, please contact us at founders@hydradb.com.