Terms of Service

Last Updated: January 17, 2026

Welcome to Nezzo ("we," "our," or "us"). By accessing or using our durable agent execution platform, workflow engine, and related services (collectively, the "Service"), you ("you" or "Customer") agree to be bound by these Terms of Service ("Terms").

1. Description of Service

Nezzo provides a cloud-based Durable Workflow and Agentic Automation Platform. This allows users to build, deploy, and execute long-running execution graphs ("Workflows") and autonomous artificial intelligence agents ("Agents") that can interact with third-party APIs, systems, and interfaces.

2. Agent Autonomy & Liability

This is the most critical section regarding your use of our Service.

2.1. Nature of Autonomous Agents

You acknowledge that the Agents you build and deploy are capable of taking autonomous actions based on the logic and permissions you define (e.g., sending emails, executing database queries, purchasing goods via protocols like UCP).

2.2. User Responsibility

You are solely responsible for:

• Configuration: Defining the scope, budget limits, and permissions of your Agents.
• Oversight: Monitoring Agent activity and implementing "Human-in-the-Loop" steps for sensitive actions.
• Actions: Any transaction, communication, or data modification executed by an Agent under your account.

2.3. No Liability for AI Decisions

We provide the execution engine, but we do not control the decision-making logic of the AI models (LLMs) you connect to. Nezzo is not liable for:

• Incorrect, hallucinated, or unsafe outputs generated by third-party LLMs.
• Financial losses incurred due to Agents executing unintended transactions (e.g., "hallucinated" procurement orders) where you failed to implement proper guardrails (e.g., budget caps or approval workflows).

3. Intellectual Property

3.1. Your Data and Agents

You retain ownership of the Workflows, Agent definitions, and logic you create on the Service ("Customer IP"). You grant us a limited license to host, execute, and debug this content solely to provide the Service to you.

3.2. Platform IP

We retain all rights to the underlying workflow engine, execution kernels, compiler technology, and the "Agent Builder" interface.

4. Acceptable Use Policy

You agree not to use the Service to:

• Deploy Agents that generate spam, phishing, or malicious content.
• Attempt to bypass the execution limits, rate limits, or sandboxing of the Service.
• Use Agents to scrape or interact with third-party services in violation of their Terms of Service (e.g., Slack, Teams, SAP).
• Conduct high-frequency trading or critical life-safety operations where Service failure could lead to death or physical injury.

5. Third-Party Integrations

The Service allows integration with third-party tools (e.g., Slack, Microsoft Teams, OpenAI, AWS).

• Availability: We do not guarantee the continued availability of any specific integration.
• Terms: Your use of these integrations is subject to the terms of those third parties.
• Data Transfer: You authorize us to transfer data to these services as required by your Workflows.

6. Service Availability & Durability

6.1. Durability Guarantee

We strive to ensure that all "Durable Workflows" persist their state in the event of infrastructure failure. However, we do not guarantee 100% data preservation in cases of catastrophic database corruption or force majeure.

6.2. Beta Features

Certain features labeled "Beta" or "Experimental" (including new Agentic capabilities) may be unstable and are provided "as-is" without warranty.

7. Fees and Payment

• Subscription: Services are billed on a consumption basis. Certain enterprise customers may instead be billed under a fixed-fee contract, as set out in a separate order form or master agreement.
• Usage Limits: You are responsible for all costs associated with your "Execution Steps" or "Token Usage." Overage fees may apply if you exceed your plan's allocated capacity.
• Runaway Agents: You are responsible for configuring timeout and loop limits. We are not obligated to refund charges caused by your Agents entering infinite loops due to misconfiguration.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEZZO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Termination

We may suspend or terminate your access immediately, without prior notice, if you breach these Terms (specifically the Acceptable Use Policy). You may terminate your account at any time via the dashboard.

10. Governing Law

These Terms shall be governed by the laws of the State of Delaware, USA, without regard to its conflict of law provisions.