SetForth Terms of Service

Last updated: July 1, 2026

These Terms of Service (the "Terms") are a binding agreement between SetForth, LLC, a Texas limited liability company ("SetForth," "we," "us," or "our"), and the customer that accepts these Terms (the "Customer," "you," or "your"). These Terms, together with the documents they incorporate, are referred to as the "Agreement."

PLEASE READ THESE TERMS CAREFULLY. They govern your access to and use of the SetForth platform and services. They include important provisions that limit our liability, disclaim warranties, require you to review and take responsibility for all output generated by automated agents, and (in Section 19) require disputes to be resolved through binding individual arbitration and waive class actions, except where prohibited by law.

BY CLICKING "I AGREE" (OR A SIMILAR CONTROL), SIGNING AN ORDER THAT REFERENCES THESE TERMS, OR ACCESSING OR USING THE SERVICE, YOU ACCEPT THESE TERMS. If you accept on behalf of an organization, you represent that you have authority to bind that organization, and "Customer" refers to that organization. If you do not have that authority, or you do not agree, do not access or use the Service.

1. Definitions

Capitalized terms have the meanings given where they first appear or below.

1.1 "Agent" means an artificial-intelligence software agent launched through the Service to perform work on the Customer's behalf, including reading, analyzing, generating, modifying, committing, and proposing changes to software code and related materials.

1.2 "Authorized User" means an individual whom the Customer permits to access and use the Service under the Customer's account, including the Customer's employees, contractors, and agents.

1.3 "Credits" means the prepaid units of usage described in the Refund & Billing Policy that are consumed as the Service and Agents operate.

1.4 "Customer Content" means all data, materials, and content that the Customer or its Authorized Users provide to, upload to, connect to, or make accessible through the Service, or that the Service accesses on the Customer's instruction, including Customer Repositories, source code, uploaded documents, prompts, instructions, configuration, and credentials to third-party services that the Customer connects.

1.5 "Customer Repositories" means the source code repositories and related version-control resources that the Customer connects to or authorizes the Service to access.

1.6 "Documentation" means the usage documentation that SetForth makes generally available for the Service.

1.7 "Order" means an online checkout, order page, or written ordering document through which the Customer subscribes to or purchases the Service.

1.8 "Output" means content generated by an Agent or the Service for the Customer, including generated or modified code, commits, branches, pull requests, plans, summaries, analyses, and messages.

1.9 "Policies" means the Acceptable Use Policy, the Refund & Billing Policy, the Privacy Policy, and, where applicable, the Data Processing Addendum, each as updated from time to time and each incorporated into the Agreement by reference.

1.10 "Service" or "Platform" means SetForth's hosted software platform, including the Agents, the dashboard and web application, application programming interfaces, the metering and billing systems, and the Documentation.

1.11 "Third-Party Services" means products, services, or systems that are not provided by SetForth, including source code hosts and version-control providers, model providers, payment processors, and any other service the Customer connects to or uses with the Service.

2. The Service; eligibility; accounts

2.1 Service. Subject to the Agreement, SetForth grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the term for the Customer's internal business purposes, in accordance with the Documentation, any plan limits, and the Policies.

2.2 What the Service does. The Service orchestrates AI Agents that perform software-engineering work on Customer Content, including on Customer Repositories the Customer connects. Agents can read, generate, and modify code, create commits and branches, open and update pull requests, and run commands in execution environments. The Service may run such work in SetForth-hosted sandboxes or, where the Customer elects, on the Customer's own compute. The Service routes model requests through SetForth's infrastructure for metering and operation as described in the Documentation and the Refund & Billing Policy.

2.3 Eligibility. The Service is intended for businesses and for individuals who are at least 18 years old and can form a binding contract. The Service is not directed to children, and you may not use it if you are barred from doing so under applicable law or any applicable sanctions or export regime.

2.4 Accounts and Authorized Users. The Customer is responsible for configuring its account, for all use of the Service under its account, and for its Authorized Users' compliance with the Agreement. The Customer must keep account credentials confidential, use available access controls appropriately, and promptly notify SetForth at security@setforth.app of any suspected unauthorized access or use. The Customer is responsible for acts and omissions of its Authorized Users as if they were the Customer's own.

2.5 Authority over connected accounts. When the Customer connects a Third-Party Service (for example, a source code host) and authorizes the Service to act on it, the Customer represents that it is entitled to grant that access and instructs SetForth and its Agents to act on the connected account on the Customer's behalf, including to clone, read, write, commit, push, and open or modify pull requests within the scope the Customer grants.

3. AI Agents; automated output; Customer review and responsibility

This Section is fundamental to the Agreement. The Service produces output using automated, probabilistic AI systems. You assume responsibility for reviewing and deciding whether to use that output.

3.1 Nature of Agents and Output. Agents are automated systems that use machine-learning models. Output is generated probabilistically and may be inaccurate, incomplete, insecure, non-functional, out of date, biased, infringing, or otherwise unsuitable. The same or a similar request may produce different Output for the Customer or for others. SetForth does not independently verify, and does not warrant, any Output.

3.2 Agents act on Customer Content and Customer Repositories. The Customer acknowledges and agrees that, when instructed or configured to do so, Agents will read, modify, create, delete, overwrite, and commit code and other materials within Customer Repositories and connected systems, and may push changes and open or modify pull requests. These actions can change or, if the Customer merges or deploys them, remove or break Customer Content, software, or systems. The Customer authorizes these actions and is solely responsible for their consequences.

3.3 Mandatory human review. The Customer is solely responsible for reviewing, testing, and validating all Output before relying on it, merging it, deploying it, or otherwise putting it into use, and for deciding whether Output is appropriate for its purposes. The Customer must not treat Output as correct, secure, or production-ready without independent review by a qualified person. SetForth is not responsible for any decision the Customer makes based on Output, or for any failure by the Customer to review Output.

3.4 No professional advice; high-risk uses. The Service does not provide legal, financial, medical, security-certification, or other professional advice, and Output is not a substitute for professional judgment. The Service is not designed or authorized for use in any situation where the failure or inaccuracy of the Service or Output could lead to death, personal injury, or severe physical, environmental, or property damage (for example, life support, emergency response, or the operation of critical infrastructure), and the Customer will not use it for any such purpose.

3.5 Responsibility for instructions and configuration. The Customer is responsible for the instructions, prompts, configuration, setup scripts, and permissions it gives to the Service and to Agents, including the scope of repository and system access it grants. The Customer is responsible for maintaining backups of, and the ability to restore, any Customer Content and systems an Agent may affect.

3.6 Similarity of Output. Output is not unique, and SetForth may generate the same or similar output for other customers. As between the parties, the Customer's rights in Output are addressed in Section 8; that allocation does not extend to any output independently generated for another customer.

3.7 Automatic execution and autonomous operation. The Customer may enable or permit the Service to operate autonomously, including to execute commands and code and to take actions in Customer Repositories and connected systems without step-by-step human confirmation. By enabling or permitting such operation, the Customer assumes all risks associated with it, including service interruptions and system outages, software defects, data loss or corruption, unintended or erroneous changes, deletion or overwriting of content, introduction of insecure or infringing code, and security vulnerabilities. The Customer is solely responsible for implementing appropriate safeguards, access scoping, review, testing, monitoring, and backups, and is responsible for all actions the Service or an Agent takes within the scope the Customer authorizes, whether or not the Customer reviewed them in advance.

4. Customer Content and connected repositories

4.1 Customer ownership. As between the parties, the Customer owns and retains all right, title, and interest in and to Customer Content. SetForth claims no ownership of Customer Content.

4.2 License to operate the Service. The Customer grants SetForth a worldwide, non-exclusive, royalty-free license to host, copy, transmit, store, process, display, modify (for example, to generate commits and changes), and otherwise use Customer Content solely to provide, secure, maintain, and support the Service and to perform the work the Customer requests, and to share Customer Content with the subprocessors that help us provide the Service as described in the Privacy Policy and any Data Processing Addendum. This license also permits us to use Customer Content as needed to comply with law and to enforce the Agreement.

4.3 Customer representations regarding Customer Content. The Customer represents and warrants that it has, and will maintain, all rights, licenses, consents, and permissions necessary to (a) provide and connect the Customer Content, including Customer Repositories and any third-party or open-source code within them; (b) authorize SetForth and its Agents and subprocessors to process that Customer Content and to act on connected systems as described in the Agreement; and (c) do so without violating any law, contract, license, or the rights of any third party. The Customer is responsible for ensuring that its provision of Customer Content and use of the Service complies with all licenses applicable to code in Customer Repositories.

4.4 Sensitive data. The Customer is responsible for what it submits to the Service. The Customer should not include in Customer Content any data that it is not permitted to process through the Service, and should not submit special-category, payment-card, health, or other highly regulated data except as expressly permitted in writing by SetForth and in compliance with applicable law and any Data Processing Addendum. Credentials and secrets the Customer places in Customer Repositories or Customer Content may be read by Agents; the Customer is responsible for managing and rotating its secrets.

4.5 Service Data and aggregated data. SetForth may collect and use configuration, usage, performance, and telemetry data relating to the operation of the Service ("Service Data"). SetForth may use Service Data, and data derived from Customer Content in de-identified and aggregated form that does not identify the Customer, any Authorized User, or any individual, to operate, secure, analyze, and improve the Service and SetForth's business, provided SetForth does not republish Customer Content or Output in identifiable form. Nothing in this Section permits SetForth to use identifiable Customer Content to train generally available foundation models except as permitted by the Privacy Policy and any Data Processing Addendum.

5. Customer responsibilities and restrictions

5.1 Acceptable use. The Customer and its Authorized Users must comply with the Acceptable Use Policy, which is incorporated into the Agreement. SetForth may modify the Acceptable Use Policy as described in Section 20.

5.2 Restrictions. The Customer must not, and must not permit any Authorized User or third party to: (a) access or use the Service except as permitted by the Agreement; (b) sell, resell, sublicense, rent, lease, or provide the Service to a third party as a standalone offering except as expressly permitted; (c) copy, modify, translate, or create derivative works of the Service, or reverse engineer, decompile, or disassemble any part of the Service, except to the extent that restriction is prohibited by applicable law; (d) circumvent or attempt to circumvent any access control, usage limit, metering, billing, security mechanism, sandbox isolation, or routing through SetForth's infrastructure; (e) use the Service to build, train, or improve a competing product or model, or to benchmark the Service for that purpose; (f) introduce malicious code or use the Service to access, interfere with, or disrupt any system or data without authorization; (g) use the Service in violation of any applicable law or third-party right; or (h) use the Service in a manner that imposes an unreasonable or disproportionately large load on the Service or that otherwise threatens its integrity, security, or availability.

5.3 Compliance. The Customer is responsible for its and its Authorized Users' compliance with all laws applicable to its use of the Service and Customer Content, including data-protection, intellectual-property, export- control, and sanctions laws.

6. Third-Party Services

6.1 Connections the Customer chooses. The Service interoperates with Third-Party Services that the Customer connects or that are used to provide the Service. The Customer's use of a Third-Party Service is governed by that provider's own terms, and the Customer is responsible for complying with them and for any data it authorizes to be shared with them.

6.2 No responsibility for Third-Party Services. SetForth does not control and is not responsible for Third-Party Services, including their availability, security, accuracy, acts, omissions, changes, or discontinuation. A Third-Party Service may change or stop functioning, which may affect the Service, and SetForth is not liable for any resulting impact. SetForth may add, change, or remove integrations with Third-Party Services.

6.3 AI model providers. Model inference is provided through one or more third-party model providers. The Customer acknowledges that Customer Content necessary to perform requested work is transmitted to and processed by such providers as part of providing the Service, subject to the Privacy Policy and any Data Processing Addendum.

7. Fees, Credits, and taxes

7.1 Fees. The Customer will pay all fees for the Service as described in the applicable Order and in the Refund & Billing Policy, which is incorporated into the Agreement. The Refund & Billing Policy governs plans, seats, concurrency, prepaid Credits, metering, billing cycles, proration, failed payments, downgrades, and refunds (or the absence of them).

7.2 Credits and usage. Usage of Agents and the Service consumes Credits and may incur charges as measured by SetForth's metering systems, which are the authoritative record of usage as described in the Refund & Billing Policy. The Customer is responsible for all usage under its account, including usage resulting from its instructions, configuration, automated or repeated Agent activity, and any runaway, erroneous, or unintended Agent behavior, and for the Credits such usage consumes. Except as expressly stated in the Refund & Billing Policy, Credits and fees are non-refundable.

7.3 Negative balances. As described in the Refund & Billing Policy, usage may cause a Customer's balance to become negative, in which case the Customer owes SetForth the corresponding amount as a debt, which SetForth may collect or net against future payments or Credit purchases.

7.4 Taxes. Fees are exclusive of taxes. The Customer is responsible for all sales, use, value-added, withholding, and similar taxes and duties, excluding taxes on SetForth's net income. If SetForth is required to collect taxes, they will be added to the amounts charged.

7.5 Payment processing. Payments are processed by a third-party payment processor, and the Customer authorizes SetForth and its processor to charge the Customer's payment method for all amounts due. The Customer is responsible for providing accurate billing information and a valid payment method.

8. Intellectual property

8.1 Output. Subject to the Customer's payment of applicable fees and compliance with the Agreement, and to the extent SetForth holds any right, title, or interest in Output generated for the Customer, SetForth assigns to the Customer such right, title, and interest in that Output, so that, as between SetForth and the Customer, the Customer owns the Output it receives. The Customer is responsible for its use of Output, including review under Section 3. The Customer acknowledges that (a) Output may not be eligible for intellectual-property protection, (b) Output may be similar to output generated for others (Section 3.6), and (c) SetForth makes no representation that Output is original or does not infringe third-party rights.

8.2 SetForth IP. SetForth and its licensors own all right, title, and interest in and to the Service, the Platform, the Agents, the underlying software, models, models' weights and configurations owned or licensed by SetForth, the Documentation, and all related intellectual property, and all improvements to and derivatives of any of the foregoing. Except for the limited rights expressly granted in the Agreement, no rights are granted to the Customer in the Service. SetForth reserves all rights not expressly granted.

8.3 Feedback. If the Customer or an Authorized User provides suggestions, ideas, or other feedback about the Service ("Feedback"), SetForth may use and exploit the Feedback without restriction or obligation, and the Customer grants SetForth a perpetual, irrevocable, worldwide, royalty-free license to do so. Feedback is provided "as is."

8.4 SetForth marks. Nothing in the Agreement grants the Customer any right to use SetForth's names, logos, or trademarks except as SetForth authorizes in writing.

9. Confidentiality

9.1 Definition. "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances, including the Service's non-public features and performance, the parties' non-public business and technical information, and Customer Content. Confidential Information does not include information that the Recipient can show is or becomes public through no fault of the Recipient, was rightfully known to it without confidentiality obligation, is rightfully received from a third party without obligation, or is independently developed without use of the Discloser's Confidential Information.

9.2 Obligations. The Recipient will use the Discloser's Confidential Information only to perform under the Agreement, will protect it with at least reasonable care, and will not disclose it except to its personnel, advisors, and subprocessors who need it and are bound by confidentiality obligations no less protective. The Recipient may disclose Confidential Information if required by law, provided it gives reasonable advance notice where legally permitted and cooperates in seeking protective treatment.

9.3 Customer Content. SetForth will treat Customer Content as the Customer's Confidential Information. The handling of personal data within Customer Content is also governed by the Privacy Policy and any Data Processing Addendum.

10. Data protection and privacy

10.1 Privacy Policy. SetForth processes personal data as described in the Privacy Policy, which is incorporated into the Agreement.

10.2 Data Processing Addendum. To the extent SetForth processes personal data on the Customer's behalf and applicable data-protection law requires a data-processing agreement, the parties will be bound by SetForth's Data Processing Addendum, which, once executed or otherwise made applicable, is incorporated into the Agreement and controls over conflicting terms with respect to such personal data. The Customer is the controller (or equivalent) of personal data it submits as Customer Content and is responsible for having a lawful basis to provide it and for any required notices and consents.

10.3 Security. SetForth will maintain reasonable and appropriate technical and organizational measures designed to protect Customer Content against accidental or unlawful destruction, loss, alteration, and unauthorized disclosure or access, as further described in the Documentation or a security overview SetForth may make available. The Customer acknowledges that no method of transmission or storage is completely secure and that SetForth does not guarantee that the Service or Customer Content cannot be compromised.

11. Service availability; changes; beta features

11.1 No availability commitment. Except as expressly stated in a separate written service-level agreement signed by SetForth, the Service is provided without any commitment as to uptime, availability, or response time. SetForth does not warrant that the Service will be uninterrupted, timely, secure, or error-free.

11.2 Maintenance and interruptions. The Service may be unavailable or impaired due to maintenance (scheduled or emergency), updates, capacity constraints, attacks, failures of Third-Party Services or infrastructure, or other causes. SetForth may perform maintenance at any time and will use reasonable efforts to limit avoidable disruption but is not liable for unavailability or for any resulting loss.

11.3 Changes to the Service. SetForth may modify, update, add to, or discontinue features of the Service from time to time. SetForth will use reasonable efforts not to materially degrade the core functionality of a paid Service during a paid term; if SetForth discontinues the Service generally, Section 17 (Limitation of liability) and the Refund & Billing Policy govern the consequences.

11.4 Usage limits and protective measures. SetForth may set and enforce technical and usage limits (including limits on concurrency, rate, compute, and resource consumption) and may throttle, queue, suspend, or terminate activity that exceeds plan limits or that, in SetForth's reasonable judgment, threatens the integrity, security, availability, or cost structure of the Service, as further described in the Acceptable Use Policy and the Refund & Billing Policy.

11.5 Beta features. SetForth may offer features identified as alpha, beta, preview, evaluation, or experimental ("Beta Features"). Beta Features are provided "as is," may be changed or withdrawn at any time, are excluded from any availability or support commitment, and are used at the Customer's sole risk.

12. Suspension

12.1 Suspension rights. SetForth may suspend the Customer's or an Authorized User's access to all or part of the Service, with or without prior notice where prior notice is not practicable, if SetForth reasonably determines that (a) the Agreement, including the Acceptable Use Policy, has been or is likely to be violated; (b) continued use poses a security, legal, financial, or operational risk to SetForth, the Service, or others; (c) the Customer's account is overdue, in default, or has a negative balance as described in the Refund & Billing Policy; (d) suspension is required to comply with law or a governmental or court order; or (e) a Third-Party Service or provider requires it.

12.2 Effect. SetForth will use reasonable efforts to limit a suspension to what is necessary and to restore access promptly once the cause is resolved. Suspension does not relieve the Customer of its payment obligations. SetForth is not liable for any consequence of a suspension made in accordance with this Section.

13. Term and termination

13.1 Term. The Agreement begins on the Effective Date and continues until all Subscriptions have expired or the Agreement is terminated. Subscription terms, renewals, and cancellation are governed by the Refund & Billing Policy.

13.2 Termination for cause. Either party may terminate the Agreement (or an affected Order) if the other party materially breaches the Agreement and does not cure the breach within thirty (30) days after written notice, except that SetForth may terminate immediately for the Customer's breach of Sections 3, 4, 5, 8, the Acceptable Use Policy, or non-payment.

13.3 Termination for convenience by SetForth. SetForth may terminate a free, trial, or Beta Feature, and may terminate the Agreement for convenience on reasonable notice, in which case, for prepaid amounts allocable to Service not yet provided, the Refund & Billing Policy governs whether any refund is due.

13.4 Effect of termination. Upon termination or expiration: (a) the Customer's right to access and use the Service ends; (b) the Customer remains liable for all amounts accrued or owed, including any negative balance; and (c) each party will, on request, return or delete the other's Confidential Information in its possession, subject to the exceptions below.

13.5 Customer Content after termination. Following termination or expiration, SetForth may delete or deactivate the Customer's account and Customer Content in the ordinary course. The Customer is responsible for exporting or retaining its own Customer Content and Output before termination. SetForth has no obligation to retain Customer Content after termination and, except as required by law or as stated in the Privacy Policy or any Data Processing Addendum, may delete it. SetForth may retain Customer Content and records as required by law, for legitimate business and security purposes, in routine backups, and in de-identified and aggregated form, and may retain billing and transaction records as part of its financial records.

13.6 Survival. Sections 1, 3, 4.1, 4.3–4.5, 5, 7, 8, 9, 13.4–13.6, 14–19, and 20, and any other provision that by its nature should survive, survive termination or expiration.

14. Warranties and disclaimers

14.1 Mutual authority. Each party represents that it has the authority to enter into the Agreement.

14.2 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICE, THE AGENTS, AND ALL OUTPUT AND OTHER MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND SETFORTH AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

14.3 No warranty as to results, Output, or availability. WITHOUT LIMITING THE FOREGOING, SETFORTH DOES NOT WARRANT THAT (a) THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS; (b) ANY OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, FUNCTIONAL, SECURE, ORIGINAL, OR NON-INFRINGING; (c) THE SERVICE OR AGENTS WILL NOT MODIFY, DELETE, OR DAMAGE CUSTOMER CONTENT OR SYSTEMS; (d) DEFECTS WILL BE CORRECTED; OR (e) THE SERVICE WILL MEET THE CUSTOMER'S REQUIREMENTS. THE CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING AND VERIFYING OUTPUT AND FOR ITS USE OF THE SERVICE AND OUTPUT.

14.4 Customer warranty. The Customer represents and warrants that it will use the Service in compliance with the Agreement and applicable law and that its Customer Content and use of the Service will not violate the rights of any third party.

14.5 Jurisdictional limits. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to the extent prohibited by law; in that case, such warranties are limited to the minimum extent and shortest period permitted by law.

15. Indemnification by the Customer

15.1 The Customer will defend, indemnify, and hold harmless SetForth and its affiliates and their respective officers, directors, employees, and agents from and against any third-party claim, demand, suit, or proceeding, and all resulting losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to: (a) Customer Content, including Customer Repositories and any claim that Customer Content or its processing through the Service infringes, misappropriates, or violates any intellectual-property, privacy, or other right or any law; (b) the Customer's or an Authorized User's use of the Service or Output, including any deployment, merge, distribution, or other use of Output; (c) the Customer's breach of the Agreement, including the Acceptable Use Policy, or of any applicable law; (d) the Customer's instructions to, or configuration of, the Service or Agents, including access the Customer granted to Customer Repositories or connected systems; or (e) any dispute between the Customer and an Authorized User or other third party.

15.2 Process. SetForth will notify the Customer of the claim, allow the Customer to control the defense (provided any settlement that imposes any obligation or admission on SetForth requires SetForth's prior written consent), and reasonably cooperate at the Customer's expense. SetForth may participate with its own counsel at its own expense.

16. [Reserved]

17. Limitation of liability

17.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY (AND, FOR SETFORTH, ITS LICENSORS AND SUPPLIERS) WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR BUSINESS, OR FOR ANY LOSS, CORRUPTION, OR INACCURACY OF DATA, CODE, OR CUSTOMER CONTENT, OR COST OF RECOVERING OR RECREATING ANY OF THE FOREGOING, OR DAMAGE TO OR FAILURE OF SYSTEMS RESULTING FROM OUTPUT OR AGENT ACTIONS, OR COST OF SUBSTITUTE SERVICES, IN EACH CASE WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY AND REGARDLESS OF THE THEORY OF LIABILITY.

17.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE GREATER OF (a) THE TOTAL SUBSCRIPTION, SEAT, AND CONCURRENCY FEES PAID BY THE CUSTOMER TO SETFORTH FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, EXCLUDING ANY AMOUNTS PAID FOR CREDITS OR OTHER USAGE-BASED OR METERED CONSUMPTION, OR (b) USD 100.

17.3 Application. The limitations in this Section apply to all claims and theories of liability (contract, tort including negligence, strict liability, statute, or otherwise), apply even if a limited remedy fails of its essential purpose, and are an essential basis of the bargain between the parties.

17.4 Exceptions to these limitations. The exclusions and limitations in this Section 17 do not apply to, and do not limit: (a) the Customer's payment obligations, including amounts owed for Credits consumed and any negative balance under the Refund & Billing Policy; (b) the Customer's obligations under Section 15 (Indemnification by the Customer); (c) the Customer's breach of Section 5 (Customer responsibilities and restrictions) or the Acceptable Use Policy; (d) the Customer's infringement, misappropriation, or other violation of SetForth's or its licensors' intellectual-property rights; or (e) any liability that cannot be excluded or limited under applicable law, such as liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or willful misconduct. For clarity, the cap in Section 17.2 limits each party's liability as to the matters it covers, but does not limit the Customer liabilities described in (a) through (d).

17.5 Allocation of risk. The Customer acknowledges that the fees reflect the allocation of risk in the Agreement, including these disclaimers and limitations, and that SetForth would not provide the Service on these terms without them.

18. [Reserved]

19. Governing law; dispute resolution

19.1 Governing law. The Agreement is governed by the laws of the State of Texas, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 Informal resolution. Before initiating a formal proceeding, a party will give written notice of the dispute and the parties will attempt in good faith to resolve it for thirty (30) days.

19.3 Binding arbitration. Except as provided in Section 19.5, any dispute arising out of or relating to the Agreement or the Service will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat and location of arbitration will be Austin, Texas, and the proceeding will be conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

19.4 Class-action waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISPUTES WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate more than one party's claims or preside over any form of representative or class proceeding.

19.5 Exceptions. Either party may (a) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information, and (b) bring an individual claim in a small-claims court for disputes within that court's jurisdiction. For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Austin, Texas.

19.6 Limitation period. To the extent permitted by law, any claim arising out of or relating to the Agreement must be brought within one (1) year after it accrues, or be permanently barred.

20. General

20.1 Changes to the Terms and Policies. SetForth may update the Agreement, including the Policies, from time to time. For material changes, SetForth will provide reasonable notice (for example, by email, in-product notice, or by posting an updated version with a new "Last updated" date). Changes are effective as stated in the notice or, if none is stated, when posted; for paid Subscriptions, material adverse changes take effect at the start of the next renewal term unless the change is required for legal, security, or operational reasons. Continued use of the Service after changes take effect constitutes acceptance. If the Customer does not agree to a change, its remedy is to stop using and, as applicable, cancel the Service in accordance with the Refund & Billing Policy.

20.2 Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, denial-of-service attacks, and failures or changes of Third-Party Services or infrastructure.

20.3 Assignment. The Customer may not assign or transfer the Agreement, in whole or in part, without SetForth's prior written consent, except to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the successor is not a competitor of SetForth and assumes the Agreement. SetForth may assign or transfer this Agreement, in whole or in part, without the Customer's consent or notice, including in connection with a merger, acquisition, reorganization, financing, change of control, or sale of all or substantially all of its assets or equity. Any prohibited assignment is void. The Agreement binds and benefits the parties' permitted successors and assigns.

20.4 Independent contractors. The parties are independent contractors. The Agreement does not create any partnership, joint venture, agency, fiduciary, or employment relationship.

20.5 No third-party beneficiaries. Except for SetForth's affiliates, licensors, and suppliers as to the disclaimers, limitations, and indemnities that protect them, there are no third-party beneficiaries to the Agreement.

20.6 Notices. SetForth may provide notices to the Customer by email to the account's administrative contact, by in-product notice, or by posting. The Customer must send legal notices to SetForth at legal@setforth.app and, if requested, to SetForth, LLC, 5900 Balcones Drive, Ste 100, Austin, TX 78731. Notices are effective on receipt or, for posted notices, on posting.

20.7 Export and sanctions. The Customer represents that it and its Authorized Users are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive sanctions, are not on any restricted-party list, and will not use or export the Service in violation of export-control or sanctions laws.

20.8 U.S. government users. The Service is "commercial computer software" and "commercial computer software documentation." Any use, duplication, or disclosure by the U.S. government is subject to the restrictions in the Agreement.

20.9 Anti-corruption. Each party will comply with applicable anti-bribery and anti-corruption laws.

20.10 Publicity. Unless the Customer opts out by written notice to legal@setforth.app, SetForth may identify the Customer as a customer and use the Customer's name and logo in customer lists and on its website, consistent with any brand guidelines the Customer provides. Any other public statement about the relationship requires the other party's prior consent.

20.11 Severability; waiver. If any provision of the Agreement is held unenforceable, it will be modified to the minimum extent necessary or, if it cannot be, severed, and the remaining provisions remain in effect. A party's failure to enforce any provision is not a waiver.

20.12 Entire agreement; order of precedence. The Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements and communications. In case of conflict, the order of precedence is: (1) an executed Order or written agreement signed by both parties; (2) the Data Processing Addendum (as to personal data); (3) these Terms; and (4) the other Policies. Pre-printed or click-through terms in a Customer purchasing system have no effect.

20.13 Electronic acceptance. The Customer consents to transact electronically and agrees that electronic acceptance, records, and signatures have the same effect as handwritten ones.

Contact

Questions about these Terms may be sent to legal@setforth.app.

SetForth, LLC 5900 Balcones Drive, Ste 100 Austin, TX 78731 legal@setforth.app