Terms of Service

Effective date: October 14, 2026

These Terms of Service ("Terms") are a binding agreement between you and Ipsion Inc. ("Ipsion", "we", "us" or "our"). They govern your use of the Ipsion AI agent system, including the website at ipsion.ai, the web console, the Ipsion mobile and desktop apps, the cloud server we provision for your account, and any related services (together, the "Service").

Please read Section 17 carefully. It requires most disputes to be resolved by binding individual arbitration and waives your right to a jury trial and to take part in a class action, unless you opt out as described there.

By creating an account, accepting an invitation, or using the Service, you agree to these Terms and to our Privacy Policy. If you use the Service for an organization, you confirm that you have authority to bind that organization, and "you" includes it. If you do not agree, do not use the Service.

1. Eligibility

You must be at least 18 years old and able to form a binding contract. You may not use the Service if you are barred from doing so under applicable law, including the export and sanctions laws in Section 19.

2. Early access

The Service is offered as an early-access product. Access is by invitation or approved sign-up, and we may limit, change or end it at any time. Features may be incomplete, change without notice, contain errors, or be withdrawn. Early-access features are provided without any service-level commitment.

3. Your account

• Keep your password and the one-time sign-in links we email you confidential. Do not share your account.
• You are responsible for all activity under your account, including everything your agents do.
• Tell us promptly at support@ipsion.ai if you believe your account or your server has been accessed without your permission.
• We may require you to verify your identity, and we may refuse, suspend or reclaim an account or username to protect the Service or other users.

4. What the Service does

The Service gives you AI agents that run on a cloud server we provision and manage for your account. Depending on the features enabled for you, agents can chat with you, remember information, read and create files, browse the web in a browser on your server, run scheduled jobs, use third-party accounts you connect, send messages and, where enabled, place phone calls.

To provide these features, the Service sends your content to third-party AI model providers and tool providers, as described in the Privacy Policy. Pricing and any usage limits are set out in your invitation, order form or plan page. If no price is stated, we may introduce fees for future use with advance notice.

5. Agents act on your instructions

• You direct your agents. Agents take actions because you, your settings, your schedules or your connected accounts instructed them to. You are responsible for every action your agents take on your behalf, as if you had taken it yourself, including messages sent, content posted, purchases made, files changed, and calls placed.
• Review before you rely. You are responsible for reviewing an agent's work, and for choosing what an agent may do without your approval. Do not let an agent take an action you would not be prepared to take yourself.
• Instructions from content. Agents read web pages, emails, documents and messages, and that content can contain instructions designed to mislead an AI system. We use reasonable measures to limit this risk, but we cannot prevent it entirely. Do not give agents access to accounts, data or abilities you are not prepared to have misused, and tell us right away if an agent behaves unexpectedly.
• High-stakes uses. The Service is not designed for, and you may not rely on it for, emergency services, medical diagnosis or treatment, legal or financial decisions made without qualified human review, the operation of critical infrastructure or weapons, or any automated decision that has legal or similarly significant effects on a person.

6. AI output

AI output can be inaccurate, incomplete, offensive, out of date, or similar to output produced for others. Output is not professional advice of any kind, including legal, medical, tax, investment or financial advice. You use output at your own risk and are solely responsible for evaluating it before relying on it, publishing it or acting on it. We do not guarantee that output is unique, accurate or free of third-party rights.

7. Your content

• Ownership. As between you and us, you keep all rights in the content you submit to the Service ("Input") and, to the extent the law allows, the output your agents produce for you ("Output"). Input and Output together are "Your Content".
• License to us. You grant Ipsion a worldwide, non-exclusive, royalty-free license to host, store, copy, process, transmit, display and modify Your Content only as needed to provide, maintain, secure, support and improve the Service, to comply with law, and to enforce these Terms. This includes sending Your Content to the service providers described in the Privacy Policy, and allowing authorized personnel and automated operations tools to access it for those purposes.
• Third-party model providers. Third-party model providers process content under their own terms, as described in the Privacy Policy.
• Your responsibility. You confirm that you have all rights, consents and permissions needed to submit Your Content, to connect each third-party account you connect, and to let your agents act on it, and that doing so does not violate any law or anyone's rights.
• Feedback. If you send us suggestions or feedback, we may use them without restriction or obligation to you.

8. Third-party accounts and services

• When you connect a third-party account (for example Google, LinkedIn or X) or supply credentials for one, you authorize us and your agents to access and act in that account on your behalf, within the permissions you grant.
• You must follow the terms of each third-party service, including any rules on automation, posting and messaging. We are not responsible if a third party limits, suspends or closes your account because of how you or your agents used it.
• The Service depends on third-party providers, including cloud hosting, AI model, sign-in, messaging and notification providers. We do not control them and are not responsible for their availability, their acts or omissions, or their terms. Their outages may interrupt the Service.

9. Phone calls and messages

If you use features that place calls or send messages to other people:

• You are solely responsible for complying with all laws that apply to those communications, including laws on telemarketing, automated and AI-generated calls, consent, caller identification, do-not-call lists and unsolicited messages (for example, the U.S. Telephone Consumer Protection Act and CAN-SPAM Act).
• Calls are recorded as transcripts. The phone numbers and a transcript of each call are stored. Many jurisdictions, including California, require the consent of every party before a call is recorded. You are responsible for giving any required notice and obtaining any required consent.
• You may not use these features to contact anyone who has not agreed to be contacted where the law requires consent.

10. Acceptable use

You will not use the Service, or instruct or allow an agent, to:

1. violate any law or regulation, or infringe or misappropriate anyone's intellectual property, privacy or other rights;
2. send spam, bulk unsolicited messages, or deceptive or fraudulent communications;
3. harass, threaten, defame, impersonate or deceive any person, or present AI-generated content as human where the law requires disclosure;
4. create, upload or distribute malware, or attack, probe, scan, overload or disrupt the Service or any other system or network;
5. access any account, server or data you are not authorized to access, including other customers' servers or data;
6. get around any usage limit, security measure or access control;
7. reverse engineer, decompile or copy the Service, except where the law expressly permits it despite this restriction;
8. use the Service or its output to build a competing product, or to train or improve AI models that compete with the Service;
9. resell, sublicense or provide the Service to third parties without our written agreement;
10. generate or distribute child sexual abuse material, or content that promotes violence, terrorism or self-harm; or
11. use the Service in violation of the usage policies of the AI model providers we use.

We may investigate suspected violations, remove content, and suspend or end access as described in Section 14.

11. Fees

If you buy a paid plan, you agree to pay the fees stated at purchase, plus applicable taxes. Unless your order says otherwise, fees are billed in advance, are not refundable except where the law requires, and may change on renewal with notice. We may suspend the Service for non-payment.

12. Ipsion's rights

The Service, including its software, agent designs, skills, interfaces, models we build, and documentation, and all related intellectual property, belongs to Ipsion and its licensors. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable right to use the Service during your subscription for your own personal or internal business purposes. We reserve all rights not expressly granted.

13. Your data, backups and availability

• Our Privacy Policy explains how we collect, use, keep and delete personal information.
• Usage records. To improve the Service, we record how the console and apps are used: clicks, navigation, and screen recordings of the interface in which typed text and chat content are hidden.
• Improvement signals. We share de-identified improvement signals learned on your server (general rules and fixes for how agents work, never your messages, files, contacts or credentials) across the Service to improve it.
• You are responsible for keeping your own copies of Your Content. We do not guarantee that Your Content will be backed up or recoverable, and the Service is not a storage or archiving service. To the fullest extent the law allows, we are not liable for any loss or corruption of Your Content.
• We do not promise that the Service will be uninterrupted, timely or error-free. We may perform maintenance, updates and migrations that interrupt it.

14. Suspension and termination

• You may stop using the Service at any time and ask us to close your account at support@ipsion.ai.
• We may suspend or end your access, in whole or in part, with notice where reasonable, or immediately if we reasonably believe you have breached these Terms, created risk or possible legal exposure for us or others, or if required by law or a provider we rely on. We may also end early-access programs.
• After your account ends, your right to use the Service stops. We will delete Your Content as described in the Privacy Policy. Sections 5 through 8, 12, 13 and 15 through 21 survive termination.

15. Disclaimers

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE, ALL OUTPUT AND ALL AGENT ACTIONS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. IPSION DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT OUTPUT WILL BE ACCURATE OR RELIABLE, THAT AGENTS WILL ACT AS INTENDED, OR THAT DATA WILL NOT BE LOST. Some jurisdictions do not allow certain disclaimers, so some of these may not apply to you.

16. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

• IPSION AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA OR BUSINESS OPPORTUNITY, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE SERVICE, OUTPUT, OR ANY ACTION TAKEN BY AN AGENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• IPSION'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU PAID IPSION FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).
• These limits apply to every theory of liability, including contract, tort (including negligence), strict liability and statute, and even if a remedy fails of its essential purpose. They do not limit liability that cannot be limited by law.

17. Dispute resolution and arbitration

• Informal resolution first. Before starting any claim, you and Ipsion agree to try to resolve the dispute informally. Send a written notice describing the dispute and the relief sought to support@ipsion.ai (or, if we start it, to the email on your account). If the dispute is not resolved within 60 days, either party may start arbitration.
• Binding arbitration. Except as stated below, any dispute, claim or controversy arising out of or relating to these Terms or the Service (including whether this section applies) will be resolved by final and binding arbitration administered by JAMS under its Streamlined Arbitration Rules (or its Comprehensive Arbitration Rules for claims over US$250,000), before a single arbitrator. The Federal Arbitration Act governs this section. The arbitration will take place in San Mateo County, California, or by video conference, and judgment on the award may be entered in any court with jurisdiction. If you are a consumer, Ipsion will pay any JAMS filing, administration and arbitrator fees beyond what you would pay to file in court, unless the arbitrator finds your claim frivolous.
• Class action and jury waiver. You and Ipsion may bring claims only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. You and Ipsion each waive the right to a jury trial. The arbitrator may award relief only on an individual basis. If this class waiver is found unenforceable for a claim, that claim must be severed and heard in court, and the rest of this section still applies.
• Exceptions. Either party may bring an individual claim in small-claims court, and either party may seek injunctive or equitable relief in court to protect its intellectual property or to stop unauthorized use of the Service.
• Opt out. You may opt out of this arbitration agreement by emailing support@ipsion.ai with the subject "Arbitration opt-out", your name and your account email, within 30 days after you first accept these Terms. Opting out does not affect the rest of these Terms.
• Time limit. To the extent the law allows, any claim must be brought within one year after it arises, or it is permanently barred.

18. Governing law and venue

These Terms are governed by the laws of the State of California, without regard to its conflict-of-law rules. Subject to Section 17, the state and federal courts located in San Mateo County, California have exclusive jurisdiction, and you and Ipsion consent to personal jurisdiction there.

19. Export controls and sanctions

You will comply with all applicable export control and economic sanctions laws. You confirm that you are not located in, or ordinarily resident in, a country or region subject to comprehensive U.S. sanctions, and that you are not on any U.S. government list of restricted parties. You will not use the Service to export or provide any item, technology or service in violation of those laws.

20. Indemnification

You will defend, indemnify and hold harmless Ipsion and its affiliates, officers, directors, employees and agents from and against any claims, liabilities, damages, losses, fines and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Your Content; (b) your use of the Service, including any action taken by your agents; (c) your connection or use of third-party accounts and services; (d) calls and messages placed through the Service at your direction; or (e) your breach of these Terms or violation of any law or third-party right. We may assume the exclusive defense of any matter, and you will cooperate with us.

21. General terms

• Changes. We may update these Terms. We will post the new Terms with a new effective date, and for material changes we will give reasonable advance notice in the Service or by email. If you keep using the Service after changes take effect, you accept them. If you do not agree, stop using the Service.
• Electronic communications. You agree to receive notices and communications from us electronically, including by email and in the Service, and that these satisfy any requirement that they be in writing.
• Assignment. You may not assign or transfer these Terms without our written consent. We may assign them, including in connection with a merger, acquisition, reorganization or sale of assets.
• Force majeure. We are not liable for any delay or failure caused by events beyond our reasonable control, including failures of third-party providers, networks or utilities, natural disasters, war, labor disputes and government action.
• Severability and waiver. If any provision is found unenforceable, it will be limited to the minimum extent necessary and the rest of these Terms stays in effect. A failure to enforce a provision is not a waiver.
• Entire agreement. These Terms, the Privacy Policy and any order form or invitation terms are the entire agreement between you and Ipsion about the Service. If an order form conflicts with these Terms, the order form controls for that order.
• No third-party beneficiaries, except as stated in Section 22.
• Relationship. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship.

22. Mobile apps from the Apple App Store and Google Play

If you download an Ipsion app from the Apple App Store or Google Play (each an "App Store"):

• These Terms are between you and Ipsion only, not the App Store provider. Ipsion, not the App Store provider, is solely responsible for the app and its content.
• Your license to the app is limited to use on devices you own or control, as permitted by the App Store's usage rules.
• The App Store provider has no obligation to provide maintenance or support for the app.
• If the app fails to conform to any applicable warranty, you may notify the App Store provider, which may refund the purchase price, if any. To the fullest extent permitted by law, the App Store provider has no other warranty obligation for the app.
• Ipsion, not the App Store provider, is responsible for addressing any claims relating to the app, including product liability claims, claims that the app fails to meet legal or regulatory requirements, consumer protection claims, and claims that the app infringes a third party's intellectual property rights.
• You must comply with any applicable third-party terms when using the app.
• Apple and its subsidiaries are third-party beneficiaries of these Terms with respect to apps downloaded from the Apple App Store, and Apple may enforce these Terms against you as a third-party beneficiary.

23. Contact

Ipsion Inc. Email: support@ipsion.ai