This End-User License Agreement ("EULA" or "Agreement") is a legal agreement between you ("User," "you," or "your") and GenBrain AI, Inc. ("GenBrain," "we," "us," or "our") governing your use of the agent.ceo platform, including all associated software, tools, APIs, and documentation (collectively, the "Software").

1. License Grant

1.1 Subscription License

Subject to the terms of this Agreement and payment of applicable fees, GenBrain grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software during the term of your subscription.

1.2 SaaS Model

The Software is provided as a hosted service (Software-as-a-Service). You do not receive a copy of the underlying source code. Access is provided through web interfaces, APIs, and client tools made available by GenBrain.

1.3 Scope of License

Your license is limited to the subscription tier you have purchased, including any limits on the number of agents, users, API calls, or other usage metrics specified in your subscription plan.

1.4 Authorized Users

You may permit your employees, contractors, and agents ("Authorized Users") to access and use the Software on your behalf, provided that you remain responsible for their compliance with this Agreement and all Authorized Users are covered by your subscription.

2. Restrictions

You may NOT:

a) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software
b) Modify, adapt, translate, or create derivative works based on the Software
c) Sublicense, rent, lease, loan, sell, distribute, or otherwise transfer rights to the Software
d) Remove, alter, or obscure any proprietary notices, labels, or marks on the Software
e) Use the Software to develop a competing product or service
f) Circumvent or attempt to circumvent any technical limitations, access controls, or usage metering in the Software
g) Use the Software in violation of any applicable laws, regulations, or third-party rights
h) Share account credentials or allow unauthorized third parties to access the Software through your account

3. Agent Output Ownership

3.1 Customer Ownership of Outputs

Subject to Section 3.2, you own all outputs, content, data, and work product generated by AI agents operating under your account ("Agent Outputs"). GenBrain claims no ownership interest in your Agent Outputs.

3.2 License to GenBrain

You grant GenBrain a limited, non-exclusive license to process, transmit, and temporarily store Agent Outputs solely as necessary to provide the Software and related services to you.

3.3 No Guarantees

GenBrain does not guarantee the accuracy, completeness, legality, or fitness for any particular purpose of any Agent Outputs. You are solely responsible for reviewing, validating, and using Agent Outputs appropriately.

4. Open-Source Components

4.1 Acknowledgment

The Software may include or depend on open-source software components. You acknowledge that such components are subject to their own license terms.

4.2 Applicable Licenses

Open-source components are governed by their respective licenses (e.g., MIT, Apache 2.0, BSD), which are made available in the Software documentation or upon request. In the event of a conflict between this Agreement and an applicable open-source license, the open-source license shall prevail with respect to that component.

4.3 No Warranty

Open-source components are provided without warranty of any kind by GenBrain. Any warranties provided under applicable open-source licenses are solely from the original licensors.

5. Intellectual Property

5.1 GenBrain's Rights

The Software, including all code, algorithms, models, architectures, interfaces, documentation, and related intellectual property, is and remains the exclusive property of GenBrain AI, Inc. This Agreement does not convey any ownership rights in the Software to you.

5.2 Customer Data

You retain all right, title, and interest in and to any data, content, or information you provide to or through the Software ("Customer Data"). GenBrain will process Customer Data only in accordance with this Agreement and our Privacy Policy.

5.3 Data Processing and Security

GenBrain processes Customer Data solely to provide and improve the Software services to you. GenBrain does not use Customer Data, agent interaction data, or Agent Outputs to train, fine-tune, or improve AI models. GenBrain maintains industry-standard security measures to protect Customer Data.

5.4 Feedback

If you provide suggestions, ideas, enhancement requests, or other feedback regarding the Software ("Feedback"), you grant GenBrain a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Software without obligation to you.

6. Warranty Disclaimer

6.1 As-Is Basis

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GENBRAIN DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

6.2 No Guarantee of Results

GENBRAIN DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE.

6.3 AI-Specific Disclaimer

GENBRAIN DOES NOT WARRANT THE ACCURACY, RELIABILITY, OR APPROPRIATENESS OF ANY AI-GENERATED OUTPUTS. AI AGENTS MAY PRODUCE INCORRECT, INCOMPLETE, OR BIASED RESULTS. YOU ARE SOLELY RESPONSIBLE FOR VALIDATING AND REVIEWING ALL AGENT OUTPUTS BEFORE RELYING ON THEM FOR ANY PURPOSE.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

a) IN NO EVENT SHALL GENBRAIN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY.
b) IN NO EVENT SHALL GENBRAIN BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, WHETHER DIRECT OR INDIRECT.
c) GENBRAIN'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: THE AMOUNTS YOU PAID TO GENBRAIN IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED DOLLARS ($100).
d) THE LIMITATIONS IN THIS SECTION APPLY WHETHER THE LIABILITY IS BASED ON:
- WARRANTY
- CONTRACT
- TORT (INCLUDING NEGLIGENCE)
- STRICT LIABILITY
- OR ANY OTHER LEGAL THEORY

8. Indemnification

8.1 Your Obligations

You agree to indemnify, defend, and hold harmless GenBrain and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

a) Your use of the Software in violation of this Agreement
b) Your violation of any applicable law or regulation
c) Your Agent Outputs or Customer Data
d) Your infringement of any third-party intellectual property or other rights
e) Any actions taken by AI agents operating under your account

8.2 Procedure

GenBrain will promptly notify you of any claim subject to indemnification, provide reasonable cooperation at your expense, and allow you to control the defense and settlement of such claim, provided that you may not settle any claim without GenBrain's prior written consent if such settlement would impose obligations on GenBrain or admit fault on GenBrain's behalf.

9. Term and Termination

9.1 Term

This Agreement is effective from the date you first access or use the Software and continues until terminated in accordance with this Section.

9.2 Termination

Either party may terminate this Agreement at any time. You may terminate by ceasing use of the Software and canceling your subscription. GenBrain may terminate or suspend your access immediately if you breach any term of this Agreement, fail to pay applicable fees, or if required by law.

9.3 Effect

Upon termination:

Your license to use the Software immediately ends
You must cease all use of the Software
You may export your Customer Data within 30 days of termination
GenBrain may delete your data after the 30-day export period

9.4 Survival

Sections 2 (Restrictions), 3 (Agent Output Ownership), 5 (Intellectual Property), 6 (Warranty Disclaimer), 7 (Limitation of Liability), 8 (Indemnification), and 10 (General Provisions) shall survive termination of this Agreement.

10. General Provisions

10.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware.

10.2 Entire Agreement

This Agreement, together with the Terms of Service, Privacy Policy, and any applicable order forms or subscription agreements, constitutes the entire agreement between you and GenBrain regarding the subject matter hereof and supersedes all prior agreements and understandings.

10.3 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

10.4 Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.

10.5 Assignment

You may not assign or transfer this Agreement or any rights or obligations hereunder without GenBrain's prior written consent. GenBrain may assign this Agreement without restriction.

10.6 Notices

All notices under this Agreement shall be in writing and shall be deemed given when delivered by email to the address associated with your account (for notices to you) or to legal@agent.ceo (for notices to GenBrain).

11. Contact

For questions about this Agreement, please contact us at:

GenBrain AI, Inc.
Email: legal@agent.ceo
Website: https://agent.ceo