Terms of Service

1. Who We Are

Andr3w AI ("Andr3w," "we," "us," or "our") is operated by Projul, Inc., a company registered in the United States. These Terms of Service ("Terms") govern your access to and use of the Andr3w platform, including all AI agent deployments, integrations, and related services (collectively, the "Service").

By engaging with Andr3w or using the Service, you ("Customer," "you," or "your") agree to these Terms. If you are agreeing on behalf of an organization, you represent that you have authority to bind that organization.

2. What the Service Is

Andr3w deploys AI agents that operate as functional departments within your organization. These agents perform tasks including but not limited to: content creation, data analysis, system administration, code development, financial reporting, security monitoring, and marketing operations.

Each deployment is configured specifically for your organization based on a mutually agreed scope of work ("Deployment Scope"). The Deployment Scope defines which systems the agent can access, what actions it can take, and what guardrails are in place.

Important: Andr3w agents are tools that operate under your organization's direction. While agents can execute autonomously within their configured scope, your organization retains ultimate responsibility for reviewing, approving, and directing agent output - particularly for public-facing content, financial decisions, and communications sent on your behalf.

3. Your Responsibilities

• Authorization. You are responsible for granting appropriate access credentials and permissions to the systems your agent will operate. You control what the agent can access and can revoke access at any time.
• Oversight. You are responsible for providing direction to and oversight of agent activities, including reviewing outputs that affect customers, finances, legal obligations, or public communications.
• Accurate Information. You agree to provide accurate business context, brand guidelines, and operational parameters so the agent can perform effectively.
• Compliance. You are responsible for ensuring that the tasks you direct the agent to perform comply with applicable laws and regulations in your jurisdiction.
• Credential Security. You are responsible for safeguarding the credentials and API keys you provide. Notify us immediately if you believe any credentials have been compromised.

4. Our Responsibilities

• Service Delivery. We will deploy and maintain AI agents according to the agreed Deployment Scope, using commercially reasonable efforts to ensure reliable performance.
• Security. We will implement and maintain reasonable security measures to protect your data, including encrypted credential storage, per-deployment data isolation, and audit logging of agent actions.
• Infrastructure. The Service runs on Microsoft Azure infrastructure. We rely on Azure's compliance certifications (including SOC 2 Type II, ISO 27001, and HIPAA eligibility) for infrastructure-level security. We do not independently hold these certifications and do not represent that we do.
• Transparency. We will maintain audit trails of agent actions so you can review what the agent did and when.
• Support. We will provide ongoing support and agent optimization as part of the engagement, including configuration updates, integration maintenance, and performance improvements.

5. Data Ownership and Privacy

Your data is yours. All data, content, credentials, and business information you provide or that the agent generates on your behalf ("Customer Data") remains your property.

• No Training on Your Data. We do not use Customer Data to train AI models, improve our platform for other customers, or share it with third parties - except as required to deliver the Service to you (e.g., sending your data to an API you authorized the agent to use).
• Data Isolation. Each deployment is isolated. Your data is never commingled with other customers' data.
• Data Retention. Upon termination of the engagement, we will provide you with all Customer Data in a reasonable format and delete our copies within 30 days, unless retention is required by law.
• Third-Party Services. The agent may interact with third-party services (CRMs, ad platforms, analytics tools, etc.) as authorized by you. Those interactions are governed by your agreements with those third parties. We are not responsible for how third-party services handle your data.

6. Intellectual Property

Content created for you is yours. All content, code, reports, creative assets, and other work product generated by your agent in the course of performing services for you ("Work Product") is owned by you.

Our platform is ours. The Andr3w platform, agent architecture, deployment infrastructure, skills, and tooling ("Platform IP") remain our intellectual property. Nothing in these Terms transfers ownership of Platform IP to you.

Feedback. If you provide suggestions for improving the Service, we may use that feedback to improve the platform without obligation to you.

7. Service Levels

We aim for high availability but do not guarantee uninterrupted service. Agents depend on third-party infrastructure (cloud providers, APIs, communication platforms) that may experience outages beyond our control.

If you require specific uptime guarantees or SLAs, these can be negotiated as part of your Deployment Scope and documented in a separate Service Level Agreement.

8. Fees and Payment

Pricing is determined on a per-engagement basis and documented in your Deployment Scope or a separate order form. Unless otherwise agreed:

• Fees are billed monthly in advance.
• Payment is due within 30 days of invoice.
• Late payments may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
• We reserve the right to suspend service for accounts more than 60 days overdue, with 14 days written notice before suspension.

9. Limitation of Liability

Cap on liability. To the maximum extent permitted by law, our total aggregate liability for any claims arising from or related to the Service will not exceed the total fees you paid to us during the twelve (12) months immediately preceding the event giving rise to the claim.

Exclusion of consequential damages. Neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, lost data, or business interruption, regardless of the theory of liability - even if the party has been advised of the possibility of such damages.

Exceptions. These limitations do not apply to: (a) either party's indemnification obligations, (b) either party's breach of confidentiality obligations, (c) your obligation to pay fees owed, or (d) either party's willful misconduct or gross negligence.

10. Indemnification

We indemnify you against third-party claims that the Andr3w platform itself infringes a third party's intellectual property rights, provided you notify us promptly and give us control of the defense.

You indemnify us against third-party claims arising from: (a) your use of the Service in violation of these Terms, (b) Customer Data or the instructions you provide to the agent, or (c) your violation of applicable law.

11. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the Service ("Confidential Information"). Neither party will use the other's Confidential Information except to perform obligations under these Terms, and neither party will disclose it to third parties except to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations at least as protective as these.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party, (b) was already known to the receiving party, (c) is independently developed, or (d) is disclosed pursuant to a legal requirement, provided the disclosing party is given reasonable notice.

12. Term and Termination

The engagement begins on the date specified in your Deployment Scope and continues for the agreed term. Unless otherwise specified, engagements renew automatically for successive periods of the same length unless either party provides written notice of non-renewal at least 30 days before the end of the current term.

Either party may terminate for cause if the other party materially breaches these Terms and fails to cure within 30 days of written notice.

Upon termination: (a) we will provide all Customer Data within 30 days, (b) you will pay all fees owed through the termination date, and (c) we will delete Customer Data within 30 days after providing it to you, unless retention is required by law.

13. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that agent output will be error-free, complete, or suitable for any particular purpose. AI agents can make mistakes. You are responsible for reviewing agent output before acting on it in ways that could affect your business, customers, finances, or legal standing.

We do not provide legal, financial, tax, or medical advice through the Service. Agent output in these areas should be reviewed by qualified professionals before reliance.

14. Governing Law and Disputes

These Terms are governed by the laws of the State of Utah, United States, without regard to conflict of law principles.

Any dispute arising under these Terms will first be submitted to good-faith negotiation for 30 days. If unresolved, disputes will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in Utah. Each party bears its own costs and attorneys' fees unless the arbitrator determines otherwise.

Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

15. Acceptable Use

You agree not to use the Service to:

• Violate any applicable law or regulation
• Infringe on the rights of any third party
• Generate or distribute harmful, fraudulent, or deceptive content
• Attempt to access systems or data not authorized in your Deployment Scope
• Reverse engineer, decompile, or attempt to extract source code from the platform
• Resell or sublicense access to the Service without our written consent

16. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes at least 30 days before they take effect, via the email address associated with your account. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree to the changes, you may terminate your engagement before the changes take effect.

17. General

• Entire Agreement. These Terms, together with any Deployment Scope or order form, constitute the entire agreement between the parties regarding the Service.
• Severability. If any provision is found unenforceable, the remaining provisions remain in effect.
• Waiver. Failure to enforce any right is not a waiver of that right.
• Assignment. Neither party may assign these Terms without the other's written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
• Force Majeure. Neither party is liable for delays or failures caused by events beyond reasonable control, including natural disasters, war, government actions, pandemics, or widespread internet or infrastructure failures.
• Notices. All notices must be in writing and sent to the email address on file. Notices to Andr3w should be sent to kurt@andr3w.ai.