LAST UPDATED: July 9, 2025

These terms of service (“Terms”) govern your (“Customer”) use of the services (“System”) offered by SHV Labs, LLC (“SHV Labs”), including the proprietary software, interfaces, and APIs provided to access the System (the “Software” and together with the System, the “Services”). Customer agrees that it has read, understands, and agrees to these Terms, and the terms of any subscription that Customer enters into through SHV Labs’ online check out (each a “Subscription”). In the event of a conflict between these Terms and a Subscription or exhibit, the following order of precedence will govern: the Terms, the Subscription, and then the other exhibits, if any.

IF CUSTOMER ENTERS INTO A SUBSCRIPTION, THEN THE SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS AT SHV LABS’ THEN-CURRENT FEE FOR SUCH SUBSCRIPTION UNLESS AND UNTIL CUSTOMER TERMINATES THE SUBSCRIPTION IN ACCORDANCE WITH SECTION 9 (TERM AND TERMINATION) BELOW.

1. Services and License.

   a) Services. SHV Labs hereby grants Customer the right to access the Services via the web-based platform available at a URL specified by SHV Labs in accordance with the terms and conditions described in the applicable Subscription or other written confirmation provided by SHV Labs (the “Scope of Use”) for the term specified therein (the “Term”). The Services are provided on an “as is” basis.

   b) Modification. The Services are subject to modification from time to time at SHV Labs’ sole discretion. SHV Labs reserves the right to suspend Customer’s access to the Services without prior notice or liability, for any reason whatsoever, including without limitation breach of these Terms by Customer.

   c) Customer Data. Customer hereby grants to SHV Labs a limited, non-exclusive, non-transferable (except as permitted in Section 10), royalty-free license during the Term to reproduce, translate, encode, and use the Customer Data for the purpose of providing and improving the Services to Customer and to fulfill SHV Labs’ obligations under these Terms.

   d) Software License. To the extent that use of the Services requires Customer to install any client Software applications, SHV Labs hereby grants Customer a limited non-exclusive, non-transferable (except as permitted in Section 10), royalty-free license during the Term to install such Software to use the Services.

   e) Open Source Software. Certain items of independent, third-party code may be included in the Software that are subject to the GNU General Public License (“GPL”) or other open source licenses (“Open Source Software”). Such Open Source Software is licensed under the terms of the license that accompanies such Open Source Software. Nothing in these Terms limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable license for such Open Source Software.

2. Responsibilities.

   a) Restrictions. Customer will not, and will not permit any third party to, (a) reverse engineer, decompile, decrypt, extract, disassemble or otherwise attempt to discover the source code of the Software, (b) modify, translate, or create derivative works based on the Software, (c) attempt to gain unauthorized access to any portion of the Services, (d) interfere with or disrupt the Services or servers connected to the Services, or (e) alter, modify, change, remove, or otherwise transform or vary any copyright, trademark, or other intellectual property notices included in the Software or on the Services. Customer shall not use the Services for any commercial purpose unless permitted by SHV Labs in the applicable Subscription. Customer shall not use the Services in violation of any applicable laws or regulations, including but not limited to any export restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.

   b) Customer Data. Customer shall be exclusively responsible for creating, modifying, entering or reentering all data, content, and other information uploaded to the System via the Services (“Customer Data”). Customer is responsible for properly configuring and using the Services and taking its own steps to maintain appropriate security, protection and backup of Customer Data to protect Customer Data from unauthorized access. Customer is responsible for routine archiving of Customer Data. Furthermore, Customer acknowledges and agrees that SHV Labs may use and share Customer Data as set forth in its Privacy Policy (https://agentdb.dev/privacy), which may be updated from time to time, and for SHV Labs’ legitimate business purposes.

   c) Access. Customer will be solely responsible for maintaining the security of any usernames and passwords granted to Customer to access the Services (“Access Credentials”) and Customer shall be liable and responsible for all uses of Customer’s Access Credentials.

   d) Cooperation. Customer will cooperate with SHV Labs in connection with the performance of these Terms by making available such personnel and information as may be reasonably requested by SHV Labs.

3. Ownership.

   a) “IP Rights” means all forms of intellectual property rights and protections throughout the world, including, but not limited to, any (i) patents (including any patent applications, together with all reissuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof), (ii) copyrights, (iii) Internet domain names, trademarks, services marks, and trade dress, together with all goodwill associated therewith, (iv) trade secrets, (v) rights in databases and designs (ornamental or otherwise), (vi) moral rights, rights of privacy, rights of publicity and similar rights, and (vii) and any other proprietary rights and protections, whether currently existing or hereafter developed or acquired, whether published or unpublished, arising under statutory law, common law, or by contract, and whether or not perfected, including all applications, disclosures and registrations with respect thereto.

   b) Ownership by SHV Labs. As between the parties, SHV Labs and its suppliers shall retain all right, title and interest in and to the Software, Systems and Services and all improvements thereto, including all IP Rights therein.

   c) Ownership by Customer. As between the parties, Customer owns all right, title, and interest in and to the Customer Data, including all IP Rights therein.

   d) Removal of Data. Prior to the last day of the Term, Customer shall promptly remove all Customer Data from the System. Customer acknowledges and agrees that SHV Labs shall have no liability to Customer or any third party for deletion of any Customer Data from the System following the date of termination or expiration of Customer’s right to access and use the Services.

4. Payment.

   a) Third-Party Service Provider. SHV Labs uses Stripe, Inc. and its affiliates as its third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (“Third-Party Service Provider”). When Customer enters into a Subscription, Customer will be required to provide payment details and any additional information required to complete the purchase directly to our Third-Party Service Provider. Customer agrees to be bound by Stripe’s Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently accessible at https://stripe.com/ssa) and hereby consents and authorizes SHV Labs and Stripe to share any information and payment instructions provided with one or more Third-Party Service Provider(s) to the minimum extent required to complete the transactions. Please note that online payment transactions may be subject to validation checks by our Third-Party Service Provider and Customer’s card issuer, and we are not responsible if Customer’s card issuer declines to authorize payment for any reason. For Customer’s protection, our Third-Party Service Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud, and Customer authorizes it to verify and authenticate Customer’s payment information. Customer’s card issuer may charge an online handling fee or processing fee. SHV Labs is not responsible for this. In some jurisdictions, our Third-Party Service Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.

   b) Fees. Customer will pay the fees for the Scope of Use agreed to in the applicable Subscription (the “Fees”). All payments will be made in accordance with the payment schedule described in the applicable Subscription and will be due within thirty (30) days of invoice. SHV Labs reserves the right to modify its Fees at the expiration or termination of the Term of the applicable Subscription.

   c) Automatic Renewal. By entering into a Subscription, Customer agrees to the recurring billing cycle set forth in the Subscription and acknowledges that use of the Services will continue and automatically renew at SHV Labs’ then-current pricing unless and until it is terminated by Customer or SHV Labs’ in accordance with Section 9. It is solely Customer’s responsibility to terminate the Subscription. Customer agrees that SHV Labs is authorized to immediately send an invoice for all Fees due and payable to SHV Labs hereunder at the beginning of each recurring renewal period, and that no additional notice or consent is required. Customer shall immediately notify SHV Labs of any change in Customer’s payment information to maintain its completeness and accuracy. SHV Labs reserves the right at any time to change its prices and billing methods in its sole discretion. Upon renewal, if SHV Labs does not receive payment, (i) Customer shall pay all amounts due upon demand and/or (ii) Customer agrees that SHV Labs may either terminate or suspend the Subscription and/or continue to attempt to charge Customer’s designated payment method until payment is received. Customer’s failure to provide accurate payment information to SHV Labs or our inability to collect Fees constitutes your material breach of this Agreement.

   d) Scope of Use. If Customer exceeds the Scope of Use set forth on the applicable Subscription, Customer will be invoiced at the end of each calendar month for the excess usage over the Scope of Use at the price set forth on the Subscription pro-rated for such excess usage. Customer agrees to pay the additional fees without any right of set-off or deduction.

   e) Consulting. To the extent agreed upon by the parties in a Subscription or otherwise in writing, SHV Labs will provide and Customer will pay for consulting, integration and/or other service fees.

   f) Taxes. Fees under these Terms are exclusive of all taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes, if any. Customer agrees to pay such taxes (excluding taxes based on SHV Labs’ net income) unless Customer has provided SHV Labs’ with a valid exemption certificate. In the case of any withholding requirements, Customer will pay any required withholding itself and will not reduce the amount paid to SHV Labs on account thereof.

5. Confidential Information.

   a) “Confidential Information” means any and all information prepared or delivered to the receiving party by the disclosing party or its representatives (including information or data received by the disclosing party from a third party and as to which the disclosing party has confidentiality obligations), that (i) is marked or designated by the disclosing party as “confidential” or “proprietary;” (ii) is disclosed orally or visually provided that such information is identified at the time of such disclosure as proprietary or confidential, and that within thirty (30) days thereafter a written summary of such oral and visual disclosure bearing the aforesaid type of label or legend, is provided to the receiving party; or (iii) is known to the receiving party, or should be known to a reasonable person given the facts and circumstances of the disclosure, as being treated as confidential or proprietary by the disclosing party. Regardless of whether marked as such, all non-public information regarding the Services (excluding Customer Data) constitutes SHV Labs Confidential Information and Customer Data constitutes Customer Confidential Information.

   b) Confidentiality. Each party acknowledges it may have access to Confidential Information of the other party. Each party agrees to keep the Confidential Information of the other party confidential and to take all reasonable precautions, at least to the same degree of care and precautions the recipient would take to protect the confidential nature of its own information, not to disclose copy, distribute or otherwise disseminate the Confidential Information to any third party. The receiving party may disclose the Confidential Information only to those employees, agents and subcontractors who have a legitimate business reason to have such access for purposes of performing its obligations under these Terms, and are subject to the requirement to abide by a non-disclosure agreement substantially similar to these Terms’ non-disclosure obligations.

   c) Exclusions. Confidential Information does not include information (i) that is published or available to the public other than by breach of these Terms; (ii) otherwise rightfully received by the non-disclosing party from a third party without obligations of confidentiality; (iii) independently developed by the non-disclosing party’s employees having no access to the disclosed information; (iv) known to the non-disclosing party before receiving the Confidential Information from the disclosing party under this or any prior agreement of the parties; (v) disclosed by the disclosing party to a third party without restrictions; or (vi) is disclosed under operation of law; or (vii) is disclosed by recipient with discloser’s prior written approval.

6. Indemnification.

   a) SHV Labs. SHV Labs will indemnify, defend and hold Customer and its directors, officer, employees, and agents (“Related Parties”) harmless from and against all claims, actions, expenses, losses, and liabilities, including reasonable attorney’s fees, arising or relating to any claim that the Services, or the use thereof in accordance with these Terms, infringe any third party’s IP Rights.

   b) Customer. Customer shall indemnify, defend and hold harmless SHV Labs and its Related Parties from and against any and all claims, suits, actions, or other proceedings for any loss or damage (including reasonable attorney’s fees) brought by third parties against SHV Labs or its Related Parties to the extent: (i) based on or arising from any claim that the Customer Data infringes or constitutes a wrongful use of any third party’s IP Rights, or any right of publicity or privacy, or is libelous or defamatory; or (ii) caused by, relating to or arising out of Customer’s use of the Services, excluding claims indemnified by SHV Labs in Section 6(a) above.

   c) Process. The party seeking indemnification pursuant to this Section (the “Indemnified Party”) shall provide the party obligated to provide such indemnification (the “Indemnifying Party”) with: (i) prompt written notification of any such claim; (ii) sole control and authority over the defense or settlement thereof; and (iii) all available information and reasonable assistance necessary to settle and/or defend any such claim, at the Indemnifying Party’s expense, provided that if any settlement requires any action or admission by the Indemnified Party, then the settlement will require the Indemnified Party’s prior written consent. Failure by the Indemnified Party to provide prompt notice of a claim or to provide such control, authority, information or assistance shall not relieve the Indemnifying Party of its obligations under this Section, except to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnified Party may have its own counsel present at and participating in all proceedings or negotiations relating to a claim, at the Indemnified Party’s own expense.

7. Disclaimer.

   EXCEPT AS OTHERWISE SPECIFICALLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS-IS,” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, OR ERROR FREE, OR THAT ANY CONTENT, INCLUDING CUSTOMER CONTENT OR THIRD-PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. SHV LABS AND ITS SUPPLIERS HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

8. Limitation of Liability.

   EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, BREACHES OF CONFIDENTIALITY (EXCLUDING CLAIMS OF DATA LOSS OR DAMAGE), NEITHER PARTY, NOR SHV LABS’ SUPPLIERS, WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR LOST SAVINGS, EVEN IF SUCH PARTY IS INFORMED OF THEIR POSSIBILITY (SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY).

   EXCEPT FOR PAYMENTS MADE PURSUANT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS, OR BREACHES OF CONFIDENTIALITY (EXCLUDING CLAIMS OF DATA LOSS OR DAMAGE), THE TOTAL LIABILITY OF EITHER PARTY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE GREATER OF (A) TEN THOUSAND DOLLARS OR (B) THE FEES PAID TO SHV LABS HEREUNDER IN THE TWELVE MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL SHV LABS’ SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE TERMS.

9. Term and Termination.

   a) Term. These Terms shall be effective upon your first access or use of the Services and shall continue until terminated by either party as permitted in these Terms.

   b) Subscriptions. Each Subscription shall be effective upon successful payment by the Customer and shall continue for the Term specified in the Subscription unless terminated sooner as permitted by these Terms.

   c) Termination for Cause. Either party will have the right to terminate these Terms and all Subscriptions for breach of any material term or condition of these Terms (or with respect to a Subscription, a breach of a material term or condition of such Subscription) and failure to cure such breach within thirty (30) days after written notice.

   d) Termination for Bankruptcy. Either party may terminate these Terms and all Subscriptions upon written notice if: (i) the other party becomes insolvent, or voluntary or involuntary bankruptcy proceedings are instituted by or against such other party; (ii) the other party makes an assignment for the benefit of creditors or ceases to operate as a going concern; or (iii) a receiver is appointed for such other party.

   e) Termination by Customer. Customer may terminate this Agreement upon written notice to SHV Labs if (a) SHV Labs does not provide the Services in conformance with SHV Labs’ standard documentation in any material respect, (b) Customer notifies SHV Labs in writing of such non-conformance or performance issue and Customer’s intent to terminate this Agreement unless resolved, and (c) SHV Labs fails to resolve such non-conformance or performance issue within thirty (30) days after receipt of Customer’s notice. In the event of any such termination, SHV Labs will reimburse Customer on a pro-rata basis for any pre-paid Fees based on the portion of the then current pre-paid Term remaining after termination.

   f) Termination by SHV Labs. SHV Labs may terminate this Agreement at any time for any reason or no reason.

   g) Effect of Termination. The following provisions will survive termination or expiration of these Terms: Sections 3 and 5-10.

10. General.

    The parties disclaim the application of the United Nations 1980 Convention on contracts for the International Sale of Goods. These Terms are governed by the laws of the State of California, other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the State of California. The parties hereby submit to the jurisdiction of the state and federal courts located in Santa Clara County, California and agree that such courts shall be the exclusive forum for the resolution of any disputes related to these Terms. If any provision of these Terms is ruled invalid, such invalidity shall not affect the validity of the remaining portions of these Terms and a valid provision, which most closely approximates the intent and economic effect of the invalid provision, will be substituted. Neither party may assign or transfer these Terms or any part thereof without the prior written consent of the other party, except that either party may assign or transfer these Terms without such consent in connection with a divestiture, reorganization, merger, acquisition, consolidation or similar such transaction. We reserve the right to modify or replace these Terms at any time. If a revision is material, we will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. Nothing contained in these Terms is intended to constitute Customer and SHV Labs as partners or joint ventures, or the employees, agents, or representatives of one another. Nothing contained in these Terms is intended to give rise to a partnership or joint venture between the parties or to impose upon the parties any of the duties or responsibilities of partners or joint venturers. SHV Labs will not be held responsible for any delay or failure in performance of any part of these Terms to the extent that such delay or failure is caused by fire, flood, explosion, war, embargo, government requirement, civil or military authorities, act of God or by the public enemy, acts or omissions of carriers, or other causes beyond the reasonable control of SHV Labs.