Terms of Service

These Terms of Service (the "Terms") are a binding agreement between you and Etrexio Digital Solutions, LLC, a Wyoming limited liability company ("Etrexio", "we", "us"). They govern the website at digisapiens.ai, the DigiSapiens waitlist, the DigiSapiens desktop and mobile apps, and the hosted service at app.digisapiens.ai (together, the "Service"). By joining the waitlist, creating an account, or using the Service, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Service.

If you use the Service on behalf of a company or other organization, you represent that you have authority to bind it, and "you" includes that organization. You must be at least 18 years old to use the Service.

1. The Service is in beta

DigiSapiens is offered as a closed beta, by invitation. Features may be incomplete, may change without notice, may not work as intended, and may be withdrawn. Data may be lost. Do not rely on the Service for any purpose where a failure could cause harm. We may modify, suspend or discontinue all or part of the Service at any time, with or without notice, and we will not be liable to you or anyone else for doing so.

2. Waitlist and the founding offer

Joining the waitlist places you in line for an invitation. We send invitations at our discretion, in the order and at the pace we choose, and we do not promise access at any particular time or at all. An account created during the closed beta, however it was invited, may use the paid features of the Service without charge for six months from the date the account is created (the "founding offer"); every company that account creates during those six months is free until the same date. The founding offer does not cover the fees of AI providers or other third parties you use with the Service, or any product or add-on we designate as excluded. It is personal to the account, cannot be transferred or exchanged for cash, and may be ended for people who have not yet been invited. After the six months, our then-current pricing applies (Section 9); we email the account 30 days and 7 days before its free period ends, and nothing is charged until the company subscribes.

By joining the waitlist or creating an account you agree that we may email you invitations, notices about your account and the Service, and news about DigiSapiens. You may opt out of news at any time by writing to us or by using an unsubscribe link where one is provided.

3. Accounts and companies

You must give accurate information and keep your credentials confidential. You are responsible for everything that happens under your account, whether or not you authorized it, and for the people and agents you invite into your company's workspace. The person who creates a company in DigiSapiens becomes its owner and may add, remove and manage members; owners and administrators are responsible for how their company uses the Service and for the content their members and agents produce. We may refuse, suspend or close any account at our discretion.

4. Acceptable use

You agree not to, and not to let your agents or members: break any law or infringe anyone's rights; upload or distribute malware; harass, threaten or defraud anyone; access or attempt to access another company's workspace or any part of the Service you are not authorized to use; probe, scan or test the security of the Service without our written permission; interfere with the Service or circumvent its limits or access controls; scrape or bulk-export the Service other than through features we provide; resell or sublicense the Service; use the Service to build a competing product; or use the Service in any situation where its failure could lead to death, personal injury, or severe physical, environmental or financial harm, including weapons, critical infrastructure, and medical, legal or financial decisions taken without qualified human review.

5. AI agents and AI output

Agents in DigiSapiens act on your instructions, with the credentials you provide, and on your own device with the permissions you give them, or on infrastructure you choose. An agent can run commands, read and change files, send messages, make commitments in your name, and spend credits with your AI provider. You are solely responsible for what your agents do and for reviewing their work before you rely on it. Output produced by AI may be inaccurate, incomplete, biased or unlawful, and is not professional advice of any kind. You are responsible for complying with the terms and policies of the AI providers you use, and for all fees they charge you. We do not control those providers and are not responsible for their availability, conduct or output.

6. Your content

You keep ownership of the content you and your company create in the Service. You grant Etrexio a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, process and back up that content as needed to provide, secure and improve the Service and as your company directs. You are responsible for having the rights to everything you submit, and for making sure your content and your use of it comply with the law and these Terms. We may remove or disable content that we believe violates these Terms or the law, but we have no obligation to monitor content. If you send us feedback or suggestions, we may use them without restriction or compensation.

7. Our intellectual property

The Service, including its software, design, text, graphics, names and logos, is owned by Etrexio or its licensors and protected by intellectual property laws. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to install and use the apps and to use the Service for your company's internal purposes. Except as the law expressly allows, you may not copy, modify, distribute, sell, lease, reverse engineer or attempt to extract the source code of the Service. Open-source components included in the Service are licensed under their own terms.

8. Third-party services

The Service works with third-party services, including Google and Apple sign-in, Stripe for payments, AI providers, app stores and code hosting services. Those services are governed by their own terms and policies, we do not control them, and we are not responsible for them. Your use of them is at your own risk.

9. Fees

Paid use of the Service is billed per company, on the Team plan, monthly or yearly, at the price shown at checkout when you subscribe. Fees are billed in advance and the subscription renews automatically at the end of each billing period until it is canceled. Payments are processed by Stripe; we do not store your card details. Fees exclude taxes; where we are required to collect sales tax, VAT or a similar tax we add it to the invoice, and otherwise you are responsible for it.

When a company's free period ends without a subscription, when a payment fails, or when a subscription ends, the company keeps working for 3 days with a warning, is read-only for the following 7 days, and after that sign-in to that company stops until a subscription is in place. Nothing is deleted because of a lapse: your content is kept, you can still read and export it during the read-only days, and everything comes back as soon as the subscription is restored.

You may cancel at any time from Settings > Billing in the app. Cancellation takes effect at the end of the current billing period and you keep access until then. Except where the law requires otherwise, fees are non-refundable, and there are no refunds or credits for partial periods, unused time or a company you delete. We may change our prices; we will email you at least 30 days before a change applies to you, and the new price applies from your next renewal after that notice.

10. Privacy and data

Our Privacy Policy describes how we handle personal information and is part of these Terms. For workspace content, your company is the controller and we act as its processor; a data processing agreement is available on request. You are responsible for obtaining any consents and giving any notices that the law requires for the personal information you and your members put into the Service.

11. Termination

You may stop using the Service or ask us to delete your account at any time. We may suspend or terminate your access to the Service at any time, with or without cause, and with notice where practical. On termination your license ends and we may delete your account and content in accordance with our Privacy Policy; export anything you need before then. Deleting a company ends its subscription; the fees already paid are not refunded (Section 9). Sections 5 through 8 and 12 through 18 survive termination.

12. Disclaimer of warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT DEFECTS WILL BE CORRECTED, THAT DATA WILL NOT BE LOST, OR THAT ANY OUTPUT OF AN AGENT OR MODEL WILL BE ACCURATE, COMPLETE OR FIT FOR ANY PURPOSE. YOU USE THE SERVICE, AND ACT ON ANYTHING IT PRODUCES, AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

13. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, ETREXIO AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR BUSINESS OPPORTUNITY, OR FOR THE COST OF SUBSTITUTE SERVICES, OR FOR ANY ACT OR OMISSION OF AN AI AGENT, AI PROVIDER OR OTHER THIRD PARTY, OR FOR ANY FEES CHARGED TO YOU BY A THIRD PARTY, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF ONE HUNDRED US DOLLARS (USD 100) AND THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US AND APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW SOME OF THESE LIMITATIONS, IN WHICH CASE THEY APPLY TO THE FULLEST EXTENT THE LAW ALLOWS.

14. Indemnification

You will defend, indemnify and hold harmless Etrexio and its members, managers, officers, employees, contractors and agents from and against any claims, damages, losses, liabilities, costs and expenses, including reasonable attorneys' fees, arising out of or relating to your content, the actions of your agents, your use of the Service, your breach of these Terms or of any law, or the acts of the members and agents of your company.

15. Governing law and disputes

These Terms are governed by the laws of the State of Wyoming and the federal laws of the United States, without regard to conflict-of-law rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. Before starting a formal proceeding, you agree to write to us and give us thirty days to try to resolve the dispute informally. Any dispute that is not resolved will be brought exclusively in the state or federal courts located in Wyoming, and you consent to their personal jurisdiction, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information. TO THE EXTENT PERMITTED BY LAW, YOU AND ETREXIO EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE OR REPRESENTATIVE ACTION; CLAIMS MAY BE BROUGHT ONLY ON AN INDIVIDUAL BASIS. If you are a consumer in a jurisdiction whose law gives you mandatory protections, including the right to bring claims in your local courts, nothing in this section takes those protections away.

16. Export and sanctions

You may not use the Service if you are located in, or are a national or resident of, a country or territory subject to comprehensive United States sanctions, or if you are listed on any United States or other applicable sanctions or denied-party list. You agree to comply with all applicable export control and sanctions laws.

17. Changes to these Terms

We may change these Terms from time to time. We will post the new version on this page and update the date above; if the changes are material, we will also notify you by email or in the app before they take effect. Your continued use of the Service after the changes take effect means you accept the new Terms. If you do not agree, stop using the Service.

18. General

These Terms, together with the Privacy Policy and any terms we present for a specific feature, are the entire agreement between you and Etrexio about the Service and replace any earlier agreements. If any provision is found unenforceable, it will be enforced to the maximum extent permitted and the rest will remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent; we may assign them without restriction. We are not liable for any delay or failure caused by events beyond our reasonable control. Notices to you may be sent to the email address on your account; notices to us go to the address below. These Terms are written in English, and the English text controls over any translation. There are no third-party beneficiaries. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.

19. Copyright complaints

If you believe content in the Service infringes your copyright, send a notice with the information required by the Digital Millennium Copyright Act to the address below. We may remove content and may close the accounts of repeat infringers.

20. Contact

Etrexio Digital Solutions, LLC
30 N Gould St, STE 4000, Sheridan, WY 82801, United States
digisapiens@etrexio.com