Terms of Service

Last updated on 6 Nov 2025

Welcome, and thank you for your interest in AGI Context, Inc. ("Cortex," "we," or "us"). These Terms of Service (the "Agreement") are a legally binding contract between you and Cortex regarding your use of the Service.

BY ACCEPTING THIS AGREEMENT (WHICH MAY BE EFFECTUATED EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, SIGNING AN ORDER (AS DEFINED BELOW) REFERENCING THIS AGREEMENT, USING THE SERVICE (AS DEFINED BELOW), OR OTHERWISE INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT), YOU: (A) AGREE TO THIS AGREEMENT ON BEHALF OF THE ORGANIZATION, COMPANY, OR OTHER LEGAL ENTITY FOR WHICH YOU ACT ("CUSTOMER"); AND (B) REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.

  1. Overview

Cortex has developed and makes available an AI-powered memory and context platform that Customer may use to store, retrieve, and surface relevant context for AI-assisted workflows (collectively, the "Service").

  1. Services

    2.1. Ordering Process. This Agreement sets forth the terms and conditions on which Cortex may make available to Customer the Service, in whole or in part, as expressly identified (a) in an order form signed by Customer and Cortex that references this Agreement, (b) by Cortex during the sign-up process on the Service, or (c) in any order details sent electronically to Customer (each, an "Order"). Each Order is subject to the terms of, and is deemed incorporated into, this Agreement. Not all features or functionality of the Service may be available at Customer's subscription level; access to certain features or functionality may require payment of additional fees or the purchase of additional licenses or access rights.

    2.2. Access. Subject to the terms and conditions of this Agreement, Cortex grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term solely for Customer's internal business purposes.

    2.3. Support. Subject to the terms and conditions of this Agreement, Cortex will use commercially reasonable efforts to provide Customer with basic support for the Service at no additional charge.

    2.4. Restrictions. Customer 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.

    2.5. Outputs. Through the Service, Customer may submit content or queries, which will generate outputs ("Output"). Customer understands that Outputs may contain errors or omissions. Cortex will not be liable for any mistakes, inaccuracies, omissions, or other issues in the Output, or Customer's reliance on the Output.

    2.6. Modification of the Service. Cortex reserves the right to 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. Cortex will have no liability for any modification to, or discontinuation of, the Service. Customer should retain copies of any Customer Data submitted to the Service.

  1. Customer Data

    3.1. Customer Data. "Customer Data" means any data, content, or materials that Customer uploads, submits, or transmits to or through the Service. Customer retains all right, title, and interest in and to the Customer Data. Customer grants Cortex a non-exclusive, worldwide, royalty-free license to access and use Customer Data solely to provide and improve the Service and as permitted by this Agreement.

    3.2. Customer Responsibility. Customer is solely responsible for the accuracy, quality, integrity, and legality of Customer Data and the means by which Customer acquired the Customer Data. Customer represents and warrants that it has 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. Cortex maintains commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. Cortex will promptly notify Customer of any confirmed unauthorized access to Customer Data of which Cortex becomes aware.

  1. Your Data Rights

    4.1. Feedback. If Customer provides any feedback, suggestions, or recommendations to Cortex with respect to the Service ("Feedback"), then Customer hereby grants to Cortex a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use and incorporate such Feedback into the Service.

    4.2. Usage Data. Notwithstanding anything to the contrary, Cortex may collect, analyze, and use aggregated and anonymized data derived from Customer's use of the Service for the purposes of operating, improving, and developing the Service and Cortex's other products and services. Such aggregated data will not identify Customer or any individual user.

  1. Customer obligation

    5.1. Account. Customer must register for an account in order to use the Service. Customer agrees to provide accurate and complete information when registering and to keep this information up to date. Customer is responsible for maintaining the security of its account credentials and for all activities that occur under its account.

    5.2. Acceptable Use. Customer agrees to use the Service only for lawful purposes and in accordance with this Agreement and any applicable Cortex policies. Customer agrees not to use the Service: (a) in any way that violates any applicable local, state, national, or international law or regulation; (b) to transmit any unauthorized advertising or promotional material; (c) to impersonate or attempt to impersonate Cortex, a Cortex employee, or any other person or entity; or (d) in any way that could disable, overburden, damage, or impair the Service.

  1. Third-Party platforms

The Service may integrate with or depend on third-party services, platforms, or APIs (collectively, "Third-Party Platforms"). Cortex does not control Third-Party Platforms and is not responsible for their content, operation, or availability. Customer's use of Third-Party Platforms is subject to such platforms' own terms and conditions. Cortex may modify or discontinue integrations with Third-Party Platforms at any time without notice or liability.

  1. Fees and Taxes

    7.1. Service Fees. Some features of the Service are subject to fees as described on the Cortex website or in an applicable Order. Customer agrees to pay all fees in accordance with the payment terms set out in the applicable Order or on the Cortex website.

    7.2. Payment Terms. Unless otherwise specified in an Order, payments are due upon receipt of invoice. All fees paid are non-refundable except as expressly set forth in this Agreement or required by applicable law.

    7.3. Cancellation. Customer may cancel its subscription at any time via its account settings. Cancellation will take effect at the end of the current billing cycle. If Cortex terminates the Service for its convenience or discontinues the Service entirely, Cortex will issue a pro-rata refund of any prepaid, unused fees.

    7.4. 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 Cortex's net income.

  1. Representations and Warranties; Disclaimers

    8.1. Mutual Representations. Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) this Agreement has been duly authorized; and (c) this Agreement constitutes a legally valid and binding obligation.

    8.2. Cortex Warranties. Cortex warrants that: (a) the Service will perform materially in accordance with applicable documentation; and (b) Cortex will not knowingly introduce any malicious code into the Service.

    8.3. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." CORTEX AND ITS 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. CORTEX DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

  1. Term and Termination

    9.1. Term. This Agreement commences on the date Customer first accepts it and continues until all subscriptions and Orders have expired or been terminated.

    9.2. Termination for Cause. Either party may terminate this Agreement if the other party: (a) fails to cure a material breach of this Agreement (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.

    9.3. Effect of Termination. Upon termination of this Agreement: (a) Customer's access to and Cortex's obligations to provide the Service and support will cease; and (b) Cortex will delete any Customer Data in Cortex's possession, provided that Confidential Information may be retained in Cortex's standard backups but will remain subject to this Agreement's confidentiality restrictions.

    9.4. Survival. The following Sections survive termination of this Agreement: 2.4 (Restrictions), 4.2 (Usage Data), 7 (Fees and Taxes), 8.3 (Disclaimers), 9.3 (Effect of Termination), 9.4 (Survival), 11 (Ownership), 12 (Limitations of Liability), 13 (Indemnification), 14 (Confidentiality), and 17 (General Terms).

  1. Modification of Terms

We may, from time to time, change the terms of this Agreement. Please check this Agreement periodically for changes. Revisions will be effective immediately except that, for existing Customers, material revisions will be effective 30 days after posting or other notice to Customer of the revisions unless otherwise stated. We may require that Customer accepts the modified Agreement in order to continue to use the Service. If Customer does not agree to the modified Agreement, Customer should discontinue use of the Service and terminate this Agreement.

  1. Ownership

As between the parties and except as expressly set forth in this Agreement, Cortex retains all right, title, and interest in and to the Service and all intellectual property rights therein, including all modifications, improvements, and derivative works. Customer retains 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 this Agreement.

  1. Limitations of Liability

    12.1. 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.

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

    12.3. Exclusions. The limitations set forth in this Section 12 will not apply to either party's indemnification obligations, breaches of confidentiality obligations, or a party's fraud, gross negligence, or wilful misconduct.

  1. Indemnification

    13.1. By Cortex. Cortex will defend Customer 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 Customer as a result of such claim, or for amounts paid by Customer under a settlement approved by Cortex in writing. This obligation will not apply if the claim arises from: (a) Customer Data; (b) Customer's modification of the Service; or (c) Customer's use of the Service in combination with products or services not provided by Cortex.

    13.2. By Customer. Customer will defend Cortex against any third-party claim arising out of or related to Customer Data or Customer's breach of this Agreement, and will indemnify Cortex for any damages, attorney fees, and costs finally awarded against Cortex as a result of such claim, or for amounts paid by Cortex under a settlement approved by Customer in writing.

    13.3. 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.

  1. Indemnification

    13.1. By Cortex. Cortex will defend Customer 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 Customer as a result of such claim, or for amounts paid by Customer under a settlement approved by Cortex in writing. This obligation will not apply if the claim arises from: (a) Customer Data; (b) Customer's modification of the Service; or (c) Customer's use of the Service in combination with products or services not provided by Cortex.

    13.2. By Customer. Customer will defend Cortex against any third-party claim arising out of or related to Customer Data or Customer's breach of this Agreement, and will indemnify Cortex for any damages, attorney fees, and costs finally awarded against Cortex as a result of such claim, or for amounts paid by Cortex under a settlement approved by Customer in writing.

    13.3. 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.

  1. Confidentiality

    14.1. 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.

    14.2. 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 this Agreement and are bound by confidentiality obligations no less restrictive than those herein; and (c) use Confidential Information only for the purposes of this Agreement.

    14.3. Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (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.

  1. 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.

  1. 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.

  1. General Terms

17.1. Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

17.2. Dispute Resolution. Any dispute arising out of or relating to this Agreement 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.

17.3. Entire Agreement. This Agreement, 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.

17.4. Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement 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.

17.5. 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 Cortex should be sent to: AGI Context, Inc., 16192 Coastal Highway, Lewes, DE 19958, or by email to founders@usecortex.ai.

17.6. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

17.7. Waivers and Severability. Waivers must be signed by the waiving party's authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal, or unenforceable, it will be limited to the minimum extent necessary so that the rest of this Agreement remains in effect.

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

17.9. Privacy Policy. Customer acknowledges that Cortex collects, uses, and discloses personal information as described in the then-current Cortex privacy policy available at usecortex.ai/privacy-policy. By using the Service, Customer agrees to the terms of the Privacy Policy.

17.10. Children. The Service is not directed to individuals under the age of 18. Customer agrees not to permit any individual under the age of 18 to access or use the Service.

Contact Us

If you have any questions about these Terms of Service, please contact us at founders@usecortex.ai.