End-User License Agreement
Effective October 6, 2025 | Last updated October 24, 2025
End-User License Agreement and Terms of Service for Autostrat
Effective Date: October 6, 2025
1. Parties and Acceptance
i This End-User License Agreement and Terms of Service (Agreement) is a binding contract between Tangible Next Step LLC, the provider of the Autostrat software-as-a-service platform (Autostrat, we, us, our), and the individual or entity that accesses or uses Autostrat (Customer, you, your).
ii By creating an account, clicking I agree, or accessing or using Autostrat’s website, applications, APIs, or services (collectively, the Services), you accept and agree to be bound by this Agreement. If you are accepting on behalf of an entity, you represent and warrant that you have authority to bind that entity, and Customer includes that entity and its authorized users.
2. Definitions
i Inputs means data, prompts, content, or materials you or your users submit to or through the Services.
ii Outputs means results, content, or artifacts generated by or returned from the Services, including content generated using artificial intelligence or machine learning models.
iii Customer Content means Inputs and Outputs, collectively, to the extent owned or controlled by you.
3. License and Access
i License. Subject to this Agreement and timely payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services and Outputs for your internal business purposes during the Term.
ii Account Security. You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account. Notify us promptly of any unauthorized access or use.
iii Restrictions. You will not, and will not permit others to: (a) copy, modify, translate, or create derivative works of the Services; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, models, or underlying components; (c) circumvent or violate security, authentication, or rate-limiting; (d) access the Services to build a competing product or for benchmarking without our prior written consent; (e) resell, lease, lend, or sublicense the Services to third parties; (f) remove or obscure proprietary notices; or (g) misuse the Services in violation of Section 4.
4. Acceptable Use
i You will not use the Services or Outputs to: (a) violate any law or third-party rights (including intellectual property, privacy, data protection, export, or sanctions laws); (b) transmit unlawful, harassing, defamatory, obscene, deceptive, or fraudulent content; (c) send spam or unsolicited advertising; (d) introduce malware, attempt to probe, scan, or test vulnerabilities, or interfere with the Services; (e) harvest or collect personal data without appropriate rights and consents; or (f) engage in any activity that could damage, disable, overburden, or impair the Services.
ii High-Risk Use Restriction. You will not use the Services or Outputs in safety-critical or high-risk contexts where errors could result in death, personal injury, or severe property or environmental harm, including medical diagnosis or treatment, emergency services, aviation, autonomous systems, nuclear facilities, or similar.
iii Usage Limits. We may implement usage thresholds, rate limits, and fair use policies. We may throttle, suspend, or terminate access that exceeds limits or adversely affects the Services.
5. AI and Output Disclaimers; No Reliance; No Professional Advice
i AI Characteristics. Outputs may be generated automatically and may be inaccurate, incomplete, misleading, inappropriate, or otherwise unreliable. We do not guarantee the accuracy, completeness, timeliness, originality, or reliability of Outputs.
ii No Reliance. You are solely responsible for evaluating and verifying Outputs, including by using human review and appropriate safeguards. You will not rely on Outputs as the sole basis for decisions and will independently validate critical information.
iii No Professional Advice. The Services and Outputs do not constitute legal, financial, medical, or other professional advice, and are not a substitute for professional judgment.
iv Similarity and Non-Exclusivity. Due to the nature of generative technologies, similar or identical Outputs may be provided to others. We do not warrant that Outputs are unique or free from third-party rights.
6. Ownership; Rights in Inputs and Outputs
i Autostrat IP. As between the parties, Tangible Next Step LLC and its licensors own all right, title, and interest in and to the Services, software, models, algorithms, user interfaces, and documentation, including all intellectual property and proprietary rights.
ii Inputs. As between the parties, you retain ownership of your Inputs. You grant us a non-exclusive, worldwide, royalty-free license to host, store, reproduce, process, adapt, translate, display, and create derivative works from Inputs as necessary to provide, secure, maintain, and improve the Services; to comply with law; and as described in our Privacy Policy.
iii Outputs. Subject to this Agreement and applicable law, we assign to you any rights we may have in Outputs generated for you, to the extent permitted by third-party terms and law. You are responsible for your use of Outputs, including ensuring compliance with applicable laws and third-party rights. We do not represent that Outputs are copyrightable, non-infringing, or free of restrictions.
iv Feedback. You grant us a perpetual, irrevocable, worldwide, royalty-free license to use and exploit suggestions, ideas, or feedback you provide without restriction or obligation.
7. Third-Party Services and Models; Open Source
i The Services may rely on or interoperate with third-party models, APIs, datasets, or services. We do not control and are not responsible for third-party services. Your use may be subject to additional third-party terms.
ii Certain components may be offered under open-source licenses. To the extent of a conflict, the applicable open-source license governs those components.
8. Privacy and Data Security
i Privacy. Our collection, use, and disclosure of personal data is described in our Privacy Policy, which is incorporated by reference. You will provide all notices and obtain all consents required by applicable law to submit Inputs and personal data to the Services.
ii Security. We implement reasonable technical and organizational measures designed to protect the Services and data within our control. However, no method of transmission or storage is completely secure.
9. Fees and Payment (if applicable)
i You agree to pay all fees described at purchase or in an order form. Except as required by law or expressly stated otherwise, fees are non-refundable.
ii Fees exclude taxes. You are responsible for all applicable taxes, duties, and similar charges, excluding taxes based on our net income.
iii We may suspend or terminate access for nonpayment.
10. Service Changes; Beta Features
i We may modify or discontinue features or functionality. If a change materially reduces core functionality for a paid plan, we will use reasonable efforts to provide notice.
ii Beta or experimental features (Beta Features) are provided as is, may be modified or discontinued at any time, and may be subject to additional terms.
11. Confidentiality
i Each party may disclose non-public information identified as confidential or that should reasonably be understood to be confidential (Confidential Information). The receiving party will use Confidential Information only to perform under this Agreement, will protect it using at least reasonable care, and will not disclose it to third parties except to its personnel and contractors who need to know it and are bound by confidentiality obligations at least as protective.
ii Confidentiality obligations do not apply to information that is or becomes public through no fault of the receiving party, was known without restriction before receipt, is independently developed without use of Confidential Information, or is rightfully received from a third party without restriction.
iii The receiving party may disclose Confidential Information to the extent required by law, subpoena, or court order, provided it uses reasonable efforts to give prompt notice and cooperates in seeking protective treatment.
12. Indemnification You will defend, indemnify, and hold harmless Tangible Next Step LLC, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your Inputs; (b) your use of the Services or Outputs; (c) your breach of this Agreement or violation of law; or (d) any allegation that your Inputs or your use of Outputs infringe, misappropriate, or violate third-party rights.
13. Disclaimers
i THE SERVICES AND OUTPUTS ARE PROVIDED AS IS AND AS AVAILABLE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE.
ii WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICES OR OUTPUTS WILL BE ERROR-FREE, COMPLETE, RELIABLE, SECURE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS.
14. Limitation of Liability
i TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES; OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS INTERRUPTION, OR REPLACEMENT SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.
ii OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO US FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED U.S. DOLLARS ($100).
iii SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OR EXCLUSIONS. IN SUCH CASES, THE LIMITATIONS AND EXCLUSIONS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
15. Term; Suspension; Termination; Survival
i Term. This Agreement begins on the Effective Date and continues until terminated as provided herein.
ii Suspension. We may immediately suspend or restrict access if we reasonably believe you violated this Agreement, pose a security risk, exceed usage limits, or fail to pay fees.
iii Termination. Either party may terminate for material breach not cured within 30 days after written notice. We may also terminate for convenience with 30 days’ notice; if you have prepaid fees for a then-current term, we will refund any unused, prepaid fees for the terminated portion.
iv Effect of Termination. Upon termination, your license and access end. We may delete your data after a reasonable period in accordance with our retention policies. Sections that by their nature should survive (including 4–6 and 8, 11–14, 16–21) will survive.
16. Export and Sanctions Compliance; Government Use You will comply with all applicable export control and sanctions laws. You represent that you are not located in, organized under the laws of, or ordinarily resident in any embargoed jurisdiction and are not a prohibited party. Government end users: the Services are commercial items provided with only those rights set forth in this Agreement.
17. Publicity We may identify you as a customer and use your name and logo in marketing materials and on our website, unless you opt out by written notice.
18. Changes to this Agreement We may update this Agreement from time to time. Changes are effective upon posting to autostrat.ai or other notice to you. Your continued use after the effective date constitutes acceptance. For material changes affecting paid plans, we will use reasonable efforts to provide advance notice.
19. Governing Law; Venue; Waiver of Jury Trial This Agreement is governed by the laws of the State of New York, without regard to conflict of law rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York. Each party waives the right to a jury trial to the extent permitted by law.
20. Notices Notices to us must be sent to legal@autostrat.ai with the subject line Legal Notice. We may provide notices to you via the Services, email, or your account contact information. Notices are deemed given when received or, for email, when sent, if no bounce-back is received.
21. Miscellaneous
i Order of Precedence. If you have a separate signed agreement with us (e.g., a master services agreement), that agreement controls to the extent of a conflict.
ii Assignment. You may not assign or transfer this Agreement without our prior written consent. We may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.
iii Severability. If any provision is found unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remainder will remain in effect.
iv No Waiver. A failure or delay to enforce any provision is not a waiver of future enforcement.
v Force Majeure. We are not liable for delays or failures due to events beyond our reasonable control.
vi Entire Agreement. This Agreement, together with any order forms and our Privacy Policy, constitutes the entire agreement between the parties regarding the Services and supersedes prior or contemporaneous agreements on the subject matter.