AgentScore Hivemind Services Subscription Agreement

1. Structure

Each Order Form states the deal-specific commercial terms and incorporates this Agreement. If they conflict, the Order Form controls as to the commercial terms it expressly states, and this Agreement controls in all other respects. No Order Form is binding until signed by both parties.

2. Services

AgentScore will provide the Services described in each Order Form in a professional and workmanlike manner. Any additional workflow agent, brain sections beyond what is scoped, or additional integrations require a separate expansion Order Form. AgentScore may use subcontractors but remains responsible for their work.

3. Ownership of Client Content

Client owns, outright and unconditionally, all content it provides and all content created about its business (the “brain” contents) (“Client Content”), regardless of any termination or breach. AgentScore acquires no ownership interest in Client Content. This Section survives termination.

4. License to AgentScore Materials

The agent software and supporting tooling AgentScore provides (the “AgentScore Materials”) is licensed, not sold. Under the AgentScore-hosted configuration the AgentScore Materials are operated by AgentScore and are not delivered to Client. Where they are installed in Client-controlled systems, Client receives a non-exclusive, non-transferable license for its internal business use while any Order Form is active. Client may not redistribute, resell, sublicense, or use it for third parties. AgentScore retains its pre-existing tools, methods, and know-how.

5. Confidentiality

Each party will protect the other’s confidential information (including AgentScore’s internal methods) with at least reasonable care and use it only for this engagement. This does not cover information that is public, already known, independently developed, or rightfully received without duty, and disclosure required by law is permitted with notice where lawful. Obligations last three (3) years, and indefinitely for trade secrets.

6. Data Handling

6.1 Client Data. The Services are delivered in one of two configurations, stated in the applicable Order Form. Under the AgentScore-hosted configuration, AgentScore operates the accounts and infrastructure on which Client Content resides and holds it as custodian solely to provide the Services. Under the Client-hosted configuration, Client Content resides in Client-owned, Client-billed accounts and AgentScore takes no custody of it. In either configuration, AgentScore’s rights in Client Content are limited to those reasonably necessary to provide the Services; Client may export all Client Content at any time in a machine-readable format; and following termination or Client’s written request AgentScore will delete Client Content it holds and certify that deletion within [deletion window]. Under the Client-hosted configuration only, where AgentScore staff nonetheless process raw source materials on AgentScore machines, any such copy is transient, retained only for [retention period] and certified deleted at engagement close; at Client’s election, sensitive sources are processed on Client-owned compute.

6.2 Permissible Data Usage. AgentScore will comply with applicable data protection laws with respect to any personal data contained in Client Content. AgentScore will not use Client Content to train, fine-tune, or improve any model or product for the benefit of any party other than Client. AgentScore may retain and use generalized, non-attributable learnings derived from providing the Services (for example, patterns in governance configuration or drift behavior) that do not include, and cannot be used to reconstruct, any Client Content. If Client provides personal data subject to GDPR, CCPA, or similar law, the parties will execute a data processing addendum consistent with Section 6 (Data Handling) before such data is provided.

7. What AgentScore Does Not Do

AgentScore will not embed phone-home mechanisms, license keys, or kill switches in delivered code; will not impose non-compete-style restrictions on Client’s use of its own brain; and will not deliver the underlying generator or build tooling used to create Client’s instance (only what is needed to run Client’s own deployed fleet).

8. Client-Verifiable Audit

Client may independently verify the audit log of agent actions at any time, and may request an export of it.

9. Fees and Payment

Fees are set in the applicable Order Form. Client will pay undisputed invoices within thirty (30) days; late amounts accrue interest at the lesser of 1.5%/month or the maximum permitted by law. Fees exclude taxes, which are Client’s responsibility except taxes on AgentScore’s net income.

10. Term and Termination

This Agreement remains in effect while any Order Form is active. Client may cancel the monthly retainer on [X days’] written notice. Either party may terminate for material breach uncured within [thirty (30)] days’ notice, or on the other’s insolvency. On termination, Client pays fees accrued through the termination date and each party returns or destroys the other’s confidential information; Client’s ownership under Section 3 is unaffected.

11. Warranties and Disclaimer

AgentScore warrants that it will perform in a professional and workmanlike manner and describe the status of the Services honestly; the Services are provided on an early-stage / proof-of-concept basis, not as a finished product. EXCEPT AS STATED, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS,” AND AGENTSCORE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

12. Indemnification

AgentScore will defend Client against third-party claims that the AgentScore Materials or Deliverables, as delivered, infringe [patent, copyright, or trade-secret] rights, excluding claims from Client Content, Client modifications, or use outside scope. Client will defend AgentScore against claims arising from Client Content or Client’s misuse of the Services. The indemnified party will give prompt notice, allow the indemnifier to control the defense, and cooperate.

13. Limitation of Liability

Neither party is liable for indirect, incidental, special, consequential, or punitive damages or lost profits. Except for [confidentiality breach, indemnification, and payment obligations], each party’s total aggregate liability will not exceed [the fees paid or payable under the applicable Order Form in the 12 months before the claim].

14. Non-Solicitation

During the term of this Agreement and for twelve (12) months after its termination, neither party will directly solicit for hire any employee or contractor of the other party who was materially involved in performing or receiving the Services, without that party’s prior written consent. This does not restrict general job postings or advertisements not targeted at the other party’s personnel, or hiring someone who responds to such a general posting without direct solicitation.

15. General

The parties are independent contractors. This Agreement is governed by the laws of California, with disputes resolved in San Francisco, CA. Neither party may assign without consent, except to an affiliate or in a merger or sale of substantially all assets. Neither party is liable for delays caused by events beyond its reasonable control. Each party will comply with applicable law, including export-control and sanctions laws. Notices must be in writing to the addresses in the Order Form. This Agreement, with all Order Forms, is the entire agreement, may be amended only in a signed writing, may be signed in counterparts (including electronically), and remains enforceable if any provision is severed. Sections 3, 4, 5, 9, 11, 12, and 13, and any others that by their nature should survive, survive termination.