Terms of Service

Effective Date: 2026-06-01 Last Updated: 2026-06-07

These Terms of Service (the "Terms") are a binding agreement between Fewbits Inc., a Delaware corporation ("Agnify", "we", "us"), and the person or entity that registers an account or otherwise accesses the Service ("you" or "Customer"). By creating an account, accessing, or using the Service, you agree to these Terms. If you are accepting these Terms on behalf of an entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

If you do not agree, do not use the Service.

1. Definitions

• "Service" means the Agnify video-analytics platform available at app.agnify.ai and any related APIs and integrations we make available to you.
• "Account" means the registered account you use to access the Service, including any organization you create or join.
• "Authorized User" means an individual you authorize to use the Service under your Account, including members of your organization and any third party you invite or grant access.
• "Customer Content" means video files, image files, camera streams, and any other media or files you (or your Authorized Users) upload to, stream to, or process through the Service, together with the derived outputs returned to you (detections, masks, tracks, attributes, rendered videos, exported recordings, results files), and any media files you attach to support requests or feedback submissions.
• "Service Data" means data we generate or collect about your interaction with the Service that is not Customer Content — including pipeline configuration, execution metadata, latency and throughput measurements, error rates, feature usage, success and failure signals, text or ratings you submit through support or feedback channels (excluding any media attached, which is Customer Content), and aggregated or de-identified statistics derived from any of the above.
• "AUP" means the Acceptable Use Policy at agnify.ai/legal/acceptable-use, which is incorporated into these Terms.
• "Privacy Policy" means the Privacy Policy at agnify.ai/legal/privacy, which is incorporated into these Terms.

2. The Service; Account

We grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the term of these Terms, subject to your compliance with these Terms and the AUP.

You must be at least 18 years old to create an Account. You agree to provide accurate registration information and to keep your credentials secure. You are responsible for all activity under your Account, including activity by your Authorized Users.

We may modify, suspend, or discontinue any portion of the Service at any time. We will use reasonable efforts to notify you of material changes that adversely affect your use.

2.1 Beta Services

Until we expressly designate the Service as generally available, the Service is provided on a public-beta basis. During the beta period: (a) the Service is provided "AS IS" and "AS AVAILABLE" with no service-level commitment or uptime guarantee; (b) we may add, modify, or remove features at any time without notice; (c) features may be incomplete, contain bugs, or behave unexpectedly; and (d) the disclaimers in Section 9 apply with particular force. You should not rely on the beta Service for production workloads or any consequential decision without independent backup and human review.

3. Customer Content

3.1 Ownership

As between you and us, you retain all right, title, and interest in and to Customer Content. We do not claim ownership of Customer Content.

3.2 License to Operate the Service

You grant us a worldwide, non-exclusive, royalty-free license to host, store, transmit, copy, process, display, and create derivative works of Customer Content solely as needed to:

(a) provide, operate, secure, and improve the Service for you; (b) generate the outputs you request from the Service (including running inference, rendering visualizations, and producing exports); (c) respond to your support requests; (d) enforce these Terms and the AUP; and (e) exercise the rights described in Section 3.3 (Use of Customer Content for Service Improvement).

This license terminates when you delete the Customer Content or close your Account, except for backups or copies we retain temporarily for the purposes described in the Privacy Policy, and except that termination does not require us to alter, rebuild, or discontinue models, pipelines, or features already developed in accordance with Section 3.3 while the license was in effect.

3.3 Use of Customer Content for Service Improvement

Unless your account is covered by a separate enterprise agreement that says otherwise, you grant us a worldwide, non-exclusive, royalty-free license to use, process, reproduce, modify, create derivative works from, analyze, aggregate, and otherwise act on Customer Content and outputs to provide the Service to you and for our internal business purposes, including research, optimization, evaluation, validation, improving, and developing the Service.

For enterprise accounts, we will use Customer Content only to provide, secure, support, and improve the Service for that enterprise customer, unless the applicable enterprise agreement or order form expressly permits broader use.

3.4 Service Data

We may collect, generate, retain, and use Service Data for any lawful purpose, including to:

(a) operate, secure, support, evaluate, debug, and improve the Service; (b) develop new features and products; (c) measure model and pipeline performance and identify error patterns; (d) understand, at an aggregate level, the types of use cases customers apply the Service to (for example, retail analytics, warehouse safety, traffic monitoring) so we can prioritize features; and (e) produce de-identified, aggregated analytics and statistics.

Service Data does not include Customer Content. Our rights to use Customer Content, including for research, service improvement, and development where permitted, are described in Section 3.3, not in this Section. We will not represent or publish Service Data in a way that identifies you, your organization, or any individual without your separate consent (other than as authorized by the Privacy Policy or required by law).

3.5 Your Representations About Customer Content

You represent and warrant that, for all Customer Content you upload, stream, or process:

(a) you own it or have all rights, licenses, consents, and permissions necessary to upload it and to authorize us to process it as described in these Terms; (b) you have provided all notices to, and obtained all consents from, individuals whose images, voices, or other personal information appear in Customer Content, to the extent required by applicable law in the jurisdictions where those individuals are located; (c) Customer Content does not violate the AUP, applicable law, or any third-party right; and (d) where Customer Content contains biometric identifiers or biometric information (including facial images and other identifiers regulated under the Illinois Biometric Information Privacy Act ("BIPA"), the Texas Capture or Use of Biometric Identifier Act, the Washington biometric privacy statute, or any similar law), you have obtained any written or other consent required by those laws and have provided any required disclosures to the individuals concerned.

You are responsible for determining the legal basis on which you process Customer Content involving identifiable individuals, and for honoring data-subject rights with respect to that content.

4. Acceptable Use

Your use of the Service must comply with the AUP. We may suspend or terminate access for violations of the AUP, with or without prior notice depending on severity. The AUP forms part of these Terms.

4.1 Copyright Complaints (DMCA)

We respect the intellectual property rights of others. If you believe that material accessible through the Service infringes your copyright, you may submit a notice under the U.S. Digital Millennium Copyright Act ("DMCA") to our designated agent:

DMCA Agent, Fewbits Inc. 701 Brazos Street, STE 500 Austin, TX 78701 Email: dmca@agnify.ai

Your notice must include: (i) a physical or electronic signature of the copyright owner or authorized agent; (ii) identification of the copyrighted work claimed to be infringed; (iii) identification of the material claimed to be infringing and information reasonably sufficient to permit us to locate the material; (iv) your contact information; (v) a statement that you have a good-faith belief that the use is not authorized; and (vi) a statement, under penalty of perjury, that the information is accurate and that you are authorized to act on behalf of the owner. We may forward your notice to the user who uploaded the material. Misrepresentations may subject you to liability under 17 U.S.C. § 512(f). Users may submit counter-notices in accordance with 17 U.S.C. § 512(g) using the same contact details. We will terminate accounts of repeat infringers in appropriate circumstances.

5. Third-Party Services and Models

The Service relies on third-party infrastructure providers and third-party machine-learning model providers (for example, providers of large language models, vision models, and hosted compute). When you use a feature backed by a third-party model provider or hosted-compute provider, Customer Content (including the relevant frames, images, or video segments) will be transmitted to that provider for processing on our behalf. Those providers process Customer Content under their applicable terms and our agreements with them.

When you use a feature backed by a third-party provider, your use is also subject to that provider's usage and acceptable-use policies, to the extent we make those policies available or they are otherwise publicly accessible. We are not responsible for the acts or omissions of third-party providers, except as required by law.

6. Fees and Billing

Some features of the Service are available without charge; others require payment. Pricing, billing cycles, and applicable taxes are described in the Service or in a separate order form. Fees are non-refundable except as required by law, as expressly stated in an order form, or in the event of our material uncured breach of these Terms. If you do not pay when due, we may suspend or limit your access. We may change prices on prospective renewals with reasonable notice.

7. Term and Termination

These Terms remain in effect while you have an Account.

You may terminate at any time by closing your Account.

We may terminate or suspend your Account, with or without notice, if you materially breach these Terms or the AUP, if continued service would expose us to legal or reputational risk, or for prolonged inactivity. We may also discontinue the Service generally on reasonable notice.

On termination: your right to use the Service ends; we will delete or return Customer Content as described in the Privacy Policy; and Sections 1, 3.1, 3.5, 5, 8, 9, 10, 11, 12, and 13 survive.

8. Confidentiality

Each party will protect the other's non-public business or technical information disclosed under these Terms ("Confidential Information") using at least reasonable care, will use it only to perform under these Terms, and will not disclose it to third parties except to its personnel and contractors who need it and are bound by similar obligations. Confidential Information does not include information that is or becomes public other than through the receiving party's breach, was already known to the receiving party, is independently developed without reference to it, or is rightfully received from a third party. The receiving party may disclose Confidential Information if required by law, with reasonable prior notice to the disclosing party where legally permitted.

9. Disclaimers

The Service is provided "AS IS" and "AS AVAILABLE". To the maximum extent permitted by law, we disclaim all warranties of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising out of course of dealing or usage of trade.

We do not warrant that the Service will be uninterrupted, error-free, secure, or that outputs will be accurate, complete, or fit for any particular use. Machine-learning outputs are probabilistic and may be incorrect; you are responsible for human review of outputs before relying on them for any consequential decision (including any decision involving safety, employment, law enforcement, immigration, credit, insurance, or healthcare).

Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions, the above exclusions apply to the maximum extent permitted.

10. Limitation of Liability

To the maximum extent permitted by law:

(a) No Indirect Damages. Neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, business interruption, or cost of substitute services, even if advised of the possibility.

(b) Cap. Each party's total cumulative liability arising out of or related to these Terms, the Service, or any related agreement will not exceed the greater of (i) the fees you paid to us for the Service in the twelve (12) months immediately preceding the event giving rise to the claim, or (ii) one hundred U.S. dollars (US$100).

(c) Carve-Outs. The cap in (b) does not apply to: a party's indemnification obligations; breach of confidentiality; your payment obligations; or liability that cannot be limited by law (including liability for fraud, gross negligence, or willful misconduct).

These limitations apply regardless of the form of action and even if a limited remedy fails of its essential purpose. The allocation of risk in this Section is a material basis of the bargain.

11. Indemnification

11.1 By You

You will defend, indemnify, and hold harmless Agnify and its affiliates, officers, employees, and agents from and against any third-party claim, and any resulting damages, losses, costs, and reasonable attorneys' fees, arising out of or relating to:

(a) Customer Content, including any claim by an individual appearing in Customer Content; (b) your breach of Section 3.5 (representations about Customer Content), the AUP, or applicable law; (c) your use of the Service in combination with software, data, or services not provided by us, where the claim would not have arisen but for the combination; and (d) your gross negligence, willful misconduct, or fraud.

11.2 By Us

We will defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that the Service, as provided by us and used by you in accordance with these Terms, infringes that third party's U.S. patent, copyright, or trademark, and we will pay damages and reasonable attorneys' fees awarded against Customer in such a claim or agreed in settlement. This obligation does not apply to claims arising from: Customer Content; your modifications to the Service; your combinations of the Service with other materials; your use of the Service outside the scope of these Terms; open-source software components of, or distributed with, the Service; or your continued use of the Service after we have provided you a non-infringing alternative.

11.3 Procedure

The indemnified party will promptly notify the indemnifying party of the claim, give the indemnifying party sole control of defense and settlement (provided that any settlement requiring an admission of liability by, or imposing an obligation on, the indemnified party requires that party's written consent), and reasonably cooperate at the indemnifying party's expense.

12. Governing Law; Disputes

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The state and federal courts located in New Castle County, Delaware will have exclusive jurisdiction over any dispute arising out of or relating to these Terms, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Class-action waiver. To the maximum extent permitted by law, you and we agree that any dispute will be brought only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. If a court finds this class-action waiver unenforceable as to any specific claim, that claim (and only that claim) will proceed in court without the waiver; the remainder of this Section continues to apply.

Jury-trial waiver. To the maximum extent permitted by law, each party waives any right to a jury trial in any proceeding arising out of or relating to these Terms.

This Section does not apply to the extent a court of competent jurisdiction finds it unenforceable.

13. Miscellaneous

Entire agreement. These Terms (together with the Privacy Policy, the AUP, and any order form or written agreement between you and us) are the entire agreement between us regarding the Service and supersede all prior or contemporaneous agreements or communications on the same subject.

Custom agreements. We may enter into separately-negotiated agreements (such as master subscription agreements or data processing addenda) with specific customers. To control over these Terms, a custom agreement must be in writing and signed by an authorized representative of Agnify; sales discussions, emails, or unsigned drafts do not constitute a custom agreement.

Changes. We may update these Terms from time to time. We will post the updated version with a new "Last Updated" date. For material changes that adversely affect your rights, we will take reasonable steps to notify you and, where required by law or where the change is significant, require you to affirmatively accept the updated Terms before continuing to use the Service. For non-material changes, continued use of the Service after the changes take effect constitutes acceptance.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of our assets, on notice to you.

No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.

Severability. If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

Notices. We may give you notice by email to the address on your Account or by posting in the Service. You must send legal notices to us at the address below, with a copy by email to legal@agnify.ai.

Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

Force majeure. Neither party is liable for failure or delay in performance to the extent caused by events beyond its reasonable control.

Publicity. We may identify you as a customer (including by name and logo) on our website, marketing materials, and pitch decks. If you do not want to be identified, email legal@agnify.ai and we will remove the reference within a reasonable time.

Export and sanctions. You represent that you are not located in, under the control of, or a national or resident of any country or on any list to which U.S. export law prohibits us from providing the Service.

U.S. government. The Service is "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202.

14. Contact

Fewbits Inc. 701 Brazos Street, STE 500 Austin, TX 78701 Email: legal@agnify.ai