Atellagent Customer Agreement

Copyright (c) 2026 Atellagent, Inc. All rights reserved.

Version 1.0 — Effective August 1, 2026

This Customer Agreement ("Agreement") is between Atellagent, Inc., a Delaware corporation with its principal place of business in California ("Atellagent," "we," "us"), and the individual or entity accepting it ("Customer," "you"). It governs your access to and use of the Atellagent hosted multi-tenant cluster and all related services (the "Service").

You accept this Agreement by checking the acceptance box presented after your first sign-in. You cannot access the Service until you do. If you are accepting on behalf of an entity, you represent that you have authority to bind that entity.

Your use of the Atellagent client library is separately governed by the Atellagent Client Library License. Where that license and this Agreement conflict with respect to connected operation, this Agreement controls.

1. PRE-PRODUCTION SERVICE — READ THIS FIRST

The Service is pre-production and is provided on a best-effort basis only.

Atellagent has not completed third-party penetration testing, SOC 2, ISO 27001, HIPAA, FedRAMP, PCI, or any other security or compliance certification or audit of the Service. The Service is operated by a small engineering team without a dedicated 24/7 operations function.

You acknowledge and agree that:

1. The Service is not intended for production systems, production data, or production credentials. You should not connect the Service to any environment where an outage, error, misconfiguration, data loss, or failure to enforce policy would cause material harm.
2. No service level agreement applies at any tier, including Enterprise. Atellagent makes no commitment regarding uptime, availability, latency, throughput, durability, recovery time, or recovery point.
3. The Service may be modified, interrupted, degraded, or discontinued at any time, with or without notice.
4. The Service is a control mechanism, not a guarantee. Atellagent does not warrant that the Service will detect, prevent, block, or correctly evaluate any particular action, threat, policy violation, or unauthorized behavior.
5. Data may be lost. Backup, disaster recovery, and durability commitments do not apply to the Service.

The Service and the client library are pre-release. Interfaces may change without notice, and breaking changes should be expected between releases. Current release version information is published at https://www.atellagent.com/pricing and in the client library repository.

You remain solely responsible for the design, configuration, testing, monitoring, and supervision of your own agents, workflows, policies, and systems.

By accepting this Agreement, you specifically acknowledge that you have been informed of the pre-production status of the Service and accept the risks described in this Section.

2. Definitions

"Agent Principal" — a governed non-human identity registered in the Service.

"Enforce Mode" — a policy mode in which the Service may deny, narrow, or gate an action before execution.

"Observe Mode" — a policy mode in which the Service evaluates actions against policy and records decisions, but does not block, deny, or otherwise gate any action.

"Governed Runtime Start" — each reserved start of a root workflow, model, agent, MCP, channel, or session cycle, counted per the Tier Schedule.

"Tenant" — the isolated logical environment provisioned for Customer within the shared multi-tenant cluster.

"Tier Schedule" — the then-current table of tier entitlements and usage limits published at https://www.atellagent.com/pricing and reproduced within the Service at the organization billing page, incorporated into this Agreement by reference.

"Customer Data" — data, policies, configuration, telemetry, decision records, action logs, and audit records submitted to or generated by the Service on Customer's behalf.

3. Access, Registration, and Certificates

Registration required. Access to the Service requires a registered account and acceptance of this Agreement.

Certificate-based access. Load may only be placed on the Service using an Atellagent-provisioned certificate, authenticated by mutual TLS. Certificates are issued to Customer for Customer's own use and may not be shared, transferred, resold, or used on behalf of any third party.

Account security. Customer is responsible for all activity occurring under its account and certificates, and must promptly notify Atellagent of any suspected compromise at security@atellagent.com.

Eligibility. Customer must be at least 18 years old, must not be barred from receiving the Service under Section 11, and must not be prohibited from receiving the Service under applicable law.

4. Tiers and Entitlements

Free tier is limited to Observe Mode. The Free tier does not gate, block, or deny actions. Customers requiring enforcement must subscribe to Premium or Enterprise.

Enforcement is not separately metered. On Premium and Enterprise, operating a workflow in Enforce Mode carries no usage or cost difference from Observe Mode.

Enterprise tier remains best-effort. Enterprise pricing reflects capacity and scope, not a service level commitment. No SLA, uptime guarantee, or support commitment beyond Section 9 applies to any tier.

Beta and preview features. Atellagent may designate certain features as beta, preview, experimental, or early access. Such features are provided for evaluation only, may be incomplete or unstable, may change or be withdrawn without notice, and are excluded from any commitment, entitlement, or usage guarantee in this Agreement or the Tier Schedule. Section 1 applies to such features with particular force.

5. Usage Limits

Usage limits are set out in the Tier Schedule, apply at the Tenant level rather than per individual user, and are enforced as fixed period counters with no overage.

Hard stop. When a limit is reached, further requests of that type are declined. Requests beyond a limit are not queued, throttled, or billed as overage, and no mechanism exists to purchase additional usage within a period. Customer is responsible for monitoring its own consumption.

Idempotent replay. Replay or resume of the same execution does not consume an additional Governed Runtime Start.

Period reset. Period counters reset on a fixed UTC calendar period.

Usage metrics. The Service collects operational metrics including counts of executions, agents, policy decisions, and actions. Atellagent uses these metrics to operate, secure, support, and improve the Service, and to understand aggregate usage patterns.

Modification of limits. Atellagent may modify the Tier Schedule. Material reductions to a paid tier's entitlements will be communicated at least thirty (30) days in advance, and Customer's sole remedy is to terminate under Section 12.

6. Trial

Atellagent may offer a fourteen (14) day trial of the Premium tier.

1. A valid payment method is required to begin a trial.
2. No charge is made during the trial period.
3. Unless Customer cancels before the trial ends, the subscription automatically converts to a paid Premium subscription at the then-current price stated in the Tier Schedule, and the payment method on file is charged on a recurring monthly basis until cancelled.
4. Customer may cancel at any time before the end of the trial without charge, online and self-serve, from the billing page within the Service. Cancellation requires no more steps than signup and does not require contacting Atellagent. Customer may also cancel by contacting support@atellagent.com.
5. Trials are limited to one per Customer and are offered at Atellagent's discretion.

Disclosure at payment. The trial length, the date the trial ends, the fact that it automatically converts to a paid subscription, the recurring charge amount, the billing frequency, and the method of cancellation are disclosed on the payment screen, adjacent to the payment submission control, before any payment method is submitted. Customer affirmatively consents to these automatic renewal terms separately from acceptance of this Agreement.

Confirmation. Following signup, Atellagent sends Customer a confirmation by email containing the automatic renewal terms and cancellation instructions, in a form Customer can retain.

7. Fees, Payment, and Non-Payment

Fees. Fees are as set out in the Tier Schedule or, for Enterprise, as separately agreed. Fees are stated in U.S. dollars, charged in advance on a monthly basis, and are non-refundable except as expressly stated or required by law. The Premium tier is US$100 per month per Tenant.

Automatic renewal. Paid subscriptions renew automatically each month and the payment method on file is charged on a recurring monthly basis until Customer cancels. Customer may cancel at any time, online and self-serve, from the billing page within the Service, in no more steps than were required to subscribe.

Payment processing. Payments are processed by a third-party payment processor. Atellagent does not store full payment card details. Customer's use of the payment processor is subject to that processor's own terms.

Pricing changes. Pricing is subject to change. Atellagent will provide at least thirty (30) days' notice of any price increase applicable to Customer's subscription. Continued use after the effective date constitutes acceptance; Customer's remedy is to cancel or downgrade before that date.

Taxes. Fees are exclusive of taxes. Customer is responsible for all applicable taxes other than taxes on Atellagent's income.

Non-payment. If a payment fails or a subscription lapses, Customer's Tenant reverts to the Free tier. Specifically:

1. Customer's Tenant, workflow deployments, and Agent Principals are not deleted.
2. Enforce Mode ceases to be available, and policy evaluation reverts to Observe Mode.
3. Free tier usage limits apply, enforced as a hard stop under Section 5. Resources exceeding Free tier limits are not removed, but Customer will be constrained by Free tier execution limits until payment is restored.
4. Any customer-managed SSO federation already configured and in use remains available as a valid login route, so Customer is not locked out of its Tenant.
5. Retention windows revert to Free tier durations. Action logs, telemetry, and audit records exceeding Free tier retention are deleted through automated lifecycle cleanup, and are not recoverable. Customer should export any data it wishes to retain before downgrading or allowing a subscription to lapse. Export is available on Premium and Enterprise per the Tier Schedule.

Upgrade and downgrade. Customer may upgrade or downgrade tiers at any time. Upgrades take effect immediately. Downgrades take effect at the end of the then-current billing period, after which Free or lower-tier limits and retention windows apply as described above.

8. Customer Data, Privacy, and Retention

Ownership. Customer retains all right, title, and interest in Customer Data. Atellagent claims no ownership of Customer Data.

License to operate. Customer grants Atellagent a limited license to host, process, transmit, and display Customer Data solely as necessary to provide, secure, support, and improve the Service.

Privacy. Atellagent's collection and handling of personal information is described in the Atellagent Privacy Policy, available at https://www.atellagent.com/privacy.

Multi-tenancy. The Service operates as a shared multi-tenant cluster. Customer Data is logically separated by Tenant. Atellagent does not provide dedicated or physically isolated infrastructure at any tier.

Retention. Customer Data is retained according to the retention windows in the Tier Schedule. Data beyond those windows is deleted through automated lifecycle cleanup on a first-in, first-out basis at the system's ordinary sweep cadence. Atellagent does not guarantee recovery of data past its retention window.

Backups. Given the pre-production nature of the Service, Atellagent makes no commitment regarding backup, disaster recovery, or data durability. Customer is responsible for exporting and independently retaining any data it requires.

Deletion. Customer may request deletion of its Tenant and associated Customer Data by contacting support@atellagent.com, or by using any tenant deletion function made available within the Service. Upon deletion, Customer Data associated with the Tenant is deleted and is not recoverable. Customer should export any data it wishes to retain before requesting deletion.

Sensitive data. Given Section 1, Customer should not submit regulated, sensitive, or personal data to the Service, including protected health information, payment card data, biometric data, or classified information. Atellagent does not offer a Business Associate Agreement or equivalent at this time.

Infrastructure and third-party providers. The Service is operated using third-party cloud infrastructure and other third-party service providers. Atellagent may change, add, or remove infrastructure providers, hosting regions, or service providers at any time, at its sole discretion, without notice to Customer. Customer has no right to require, approve, or be notified of any particular provider, region, or configuration. Availability and performance of the Service depend in part on providers outside Atellagent's control, and Atellagent is not liable for their acts, omissions, outages, or discontinuation.

No availability commitment. Consistent with Section 1, Atellagent makes no commitment regarding uptime, availability, latency, or continuity of the Service, and may suspend, interrupt, degrade, migrate, or discontinue the Service or any portion of it at any time.

9. Support

Free tier: no support is provided.

Premium and Enterprise: Atellagent will use commercially reasonable efforts to acknowledge support requests submitted to support@atellagent.com within forty-eight (48) hours.

Acknowledgement is not resolution. No response time, resolution time, escalation path, or availability commitment is made or implied at any tier. Support is best-effort.

10. Acceptable Use

Customer will not, and will not permit any third party to:

1. use the Service in violation of any applicable law, regulation, export control, or sanctions program;
2. attempt to gain unauthorized access to the Service, another Tenant, or any underlying infrastructure;
3. circumvent, disable, or interfere with usage limits, entitlements, authentication, certificate validation, geographic restrictions, or any security control;
4. reverse engineer, or attempt to derive or reconstruct the source code, underlying methods, algorithms, policy-evaluation logic, or guardrail computation of the Service, including by systematic probing, automated testing, or observation of Service responses, except to the limited extent such restriction is prohibited by applicable law;
5. access or use the Service on behalf of, or for the benefit of, a competitor of Atellagent;
6. conduct penetration testing, load testing, vulnerability scanning, or security research against the Service without Atellagent's prior written consent;
7. use the Service to build, train, or improve a competing product or service in AI agent governance, authorization, or policy enforcement;
8. resell, sublicense, or provide the Service to third parties as a service bureau or on a managed-service basis;
9. transmit malware, or use the Service to harm, disrupt, or gain unauthorized access to any third-party system;
10. place load on the Service that materially degrades performance for other tenants;
11. make any false or misleading statement of fact regarding the Service, Atellagent, or Atellagent's certifications, compliance status, or security posture, including any representation that the Service holds a certification or attestation it does not hold;
12. represent to any third party, regulator, auditor, or customer that use of the Service establishes, demonstrates, or satisfies Customer's compliance with any legal, regulatory, or industry framework; or
13. use Atellagent's name, logo, or trademarks in any public statement, marketing material, or customer communication without Atellagent's prior written consent.

Security research safe harbor. Notwithstanding item 6 above, security research conducted in good faith and in accordance with Atellagent's published vulnerability disclosure policy is not a violation of this Section. Atellagent will not pursue legal action against researchers acting within that policy, and welcomes reports at security@atellagent.com. The Service is pre-production and will contain defects; Atellagent would rather learn about them from a researcher than from an incident.

Benchmarking and evaluation. Customer may test and evaluate the Service. If Customer publishes any benchmark, performance test, comparison, or evaluation of the Service, Customer will identify the version or date of the Service tested, describe the methodology used, and note that the Service is pre-production. Atellagent does not otherwise restrict Customer's ability to publish its honest assessment of the Service.

Atellagent may suspend access immediately and without notice where it reasonably believes continued access poses a security, legal, or operational risk to the Service or to other tenants.

11. Export Control, Sanctions, and Geographic Restrictions

The Service and the client library may be subject to United States export control laws, including the Export Administration Regulations, and to economic sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control.

Customer representations. Customer represents and warrants that it is not:

1. located in, ordinarily resident in, or organized under the laws of any country or region subject to comprehensive U.S. sanctions or embargo;
2. identified on any U.S. government restricted party list, including the Specially Designated Nationals and Blocked Persons List, the Denied Persons List, the Entity List, or the Unverified List;
3. owned or controlled by, or acting on behalf of, any such individual or entity; or
4. otherwise prohibited from receiving the Service under applicable law.

Geographic restrictions. Atellagent restricts access to the Service and to its websites from certain jurisdictions, and may block account registration and payment originating from those jurisdictions. Atellagent may add or remove restricted jurisdictions at any time at its sole discretion, with or without notice.

No circumvention. Customer will not use a virtual private network, proxy, relocated payment instrument, intermediary, or any other means to circumvent geographic restrictions or to obtain the Service from a restricted jurisdiction. Doing so is a material breach and grounds for immediate termination.

No prohibited end use. Customer will not export, re-export, or transfer the Service or any output of the Service to any prohibited destination, entity, or end use, including any use related to weapons of mass destruction or military end uses prohibited by applicable regulation.

Ongoing obligation. Customer will promptly notify Atellagent if any representation in this Section ceases to be accurate.

12. Term and Termination

Term. This Agreement begins on acceptance and continues month to month until terminated. Paid subscriptions renew automatically each month unless cancelled.

Termination by Customer. Customer may cancel at any time. Cancellation takes effect at the end of the then-current billing period, after which the Tenant reverts to the Free tier under Section 7. Fees already paid are non-refundable.

Termination by Atellagent. Atellagent may terminate this Agreement or any tier for convenience upon thirty (30) days' notice, or immediately for breach of Section 10 or Section 11, or for non-payment.

Discontinuation. Given the pre-production nature of the Service, Atellagent may discontinue the Service or any tier entirely. Where practicable, Atellagent will provide thirty (30) days' notice and an opportunity to export data.

Effect of termination. Upon termination, access ceases, certificates are revoked, and Customer Data is deleted under Section 8. Customer should export any needed data before terminating.

Free tier inactivity. Atellagent may terminate a Free tier Tenant that has had no activity for one hundred eighty (180) consecutive days. Atellagent will send notice to the account email address at least thirty (30) days before termination, and Customer may prevent termination by signing in during that period. Upon termination, Customer Data associated with the Tenant is deleted and is not recoverable.

Free tier suspension and termination. Atellagent may suspend or terminate any Free tier Tenant for any reason upon thirty (30) days' notice, and immediately without notice where the Tenant is abusive, fraudulent, in breach of Section 10 or Section 11, or consuming resources in a manner that degrades the Service for other tenants.

Survival. Sections 1, 8 (ownership), 10, 11, 13, 14, 15, 16, and 17 survive termination.

13. No Compliance Warranty

Atellagent makes no representation that the Service satisfies, supports, or assists Customer in satisfying any legal, regulatory, industry, or contractual compliance obligation, including under the EU General Data Protection Regulation, the EU AI Act, the Digital Operational Resilience Act, the NIST AI Risk Management Framework, SOC 2, ISO/IEC 27001, HIPAA, PCI DSS, or FedRAMP.

Atellagent holds no certification, attestation, or audit report under any such framework.

Customer is solely responsible for determining whether its use of the Service meets its own compliance obligations and for obtaining any required assessments independently.

Any mapping, documentation, or descriptive material Atellagent provides referencing a compliance framework is informational only and is not a representation of compliance or of fitness for compliance purposes.

Nothing in this Section limits any obligation Atellagent owes directly under applicable law.

14. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, UPTIME, DURABILITY, OR SECURITY.

WITHOUT LIMITING THE FOREGOING, ATELLAGENT DOES NOT WARRANT THAT: THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; DEFECTS WILL BE CORRECTED; THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS; OR THAT THE SERVICE WILL DETECT, PREVENT, BLOCK, OR CORRECTLY EVALUATE ANY PARTICULAR ACTION, THREAT, OR POLICY VIOLATION.

CUSTOMER ACKNOWLEDGES THAT IT HAS BEEN EXPRESSLY ADVISED THAT THE SERVICE IS PRE-PRODUCTION AND UNCERTIFIED, AND THAT IT ASSUMES ALL RISK OF USE ACCORDINGLY.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, REGARDLESS OF THEORY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ATELLAGENT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES ACTUALLY PAID BY CUSTOMER TO ATELLAGENT IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

FOR FREE TIER CUSTOMERS, ATELLAGENT'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).

These limitations are a fundamental basis of the bargain and apply notwithstanding the failure of any limited remedy. Some jurisdictions do not allow certain limitations, in which case the above applies to the maximum extent permitted.

16. Indemnification

Customer will defend, indemnify, and hold harmless Atellagent from any third-party claim arising out of: (a) Customer Data; (b) Customer's use of the Service in violation of this Agreement or applicable law; (c) actions taken or not taken by Customer's agents, workflows, or systems; (d) Customer's use of the Service in a production environment contrary to Section 1; or (e) Customer's breach of Section 11.

Given the pre-production, best-effort nature of the Service and the fee levels charged, Atellagent provides no indemnity to Customer, including no intellectual property infringement indemnity, at any tier.

17. General

Governing Law and Venue. This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Sonoma County, California, and waive any objection to that forum.

Changes to this Agreement. Atellagent may modify this Agreement by posting an updated version and providing at least thirty (30) days' notice for material changes. Material changes require renewed acceptance at next sign-in. Non-material changes take effect on posting. Each published version is assigned a version number and archived. Continued use after the effective date constitutes acceptance; if Customer does not agree, its remedy is to cancel.

This Agreement is versioned independently of the Service and the client library. The version of this Agreement does not correspond to, and does not change with, the release version of either. The client library and the hosted cluster are themselves versioned independently of one another.

Record of acceptance. Atellagent records each acceptance of this Agreement, including the version accepted, the accepting account, and the date and time of acceptance.

Confidentiality. Each party will protect the other's non-public information disclosed in connection with the Service with reasonable care, and use it only to perform under this Agreement. Atellagent's non-public information includes non-public architectural details, undocumented Service behavior, internal identifiers, non-public error output, and features designated as beta, preview, or early access. This obligation does not restrict Customer from describing its own experience using the Service, or from disclosing information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is required to be disclosed by law.

Publicity. Neither party may use the other's name or logo publicly without prior written consent.

U.S. Government. The Service is "commercial computer software." Government use is subject to this Agreement.

Force Majeure. Neither party is liable for failure to perform due to causes beyond its reasonable control.

Assignment. Customer may not assign this Agreement without Atellagent's written consent. Atellagent may assign to a successor in connection with a merger, acquisition, or sale of assets.

Independent Contractors. The parties are independent contractors. No agency, partnership, or joint venture is created.

Notices. Notices to Atellagent go to legal@atellagent.com. Notices to Customer go to the email address on the account.

Severability and Waiver. If any provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will remain in force. Failure to enforce any provision is not a waiver.

Entire Agreement. This Agreement, together with the Tier Schedule, the Privacy Policy, and the Atellagent Client Library License, are the entire agreement between the parties regarding the Service and supersede all prior understandings.

Atellagent, Inc. Legal: legal@atellagent.com · Support: support@atellagent.com · Security: security@atellagent.com