50 ARMS TERMS OF USE

These Terms of Use (“Terms”) form a binding agreement between Sagesweeper, Inc., a Florida corporation (“Company,” “we,” “us”), and the individual or organization accessing 50 Arms, Company’s planning software for teams and their AI agents (the “Service”) (“you,” “your”).

By checking the acceptance box and creating an account, you agree to these Terms. If you do not agree, do not create an account or use the Service.

If you accept these Terms on behalf of an organization, “you” means that organization, and you represent that you are authorized to bind it to these Terms.

You consent to receive these Terms and all related notices, disclosures, and records electronically, and you agree that your electronic acceptance — including clicking to accept these Terms — constitutes a legally binding signature and manifestation of assent to the same extent as a handwritten signature, under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state adoptions of the Uniform Electronic Transactions Act (UETA). You may withdraw this consent at any time by ceasing use of the Service and terminating your account under Section 15.2, subject to Company’s ability to retain records as required by law or as provided in these Terms.

The Service is offered for business and professional use, not for personal, family, or household purposes. During the Closed Beta described in Section 4, access is by invitation or sign-up code only, and Company may refuse or revoke access at its discretion.

You represent that:

• the individual creating the account is at least eighteen (18) years old and able to form a binding contract;
• you are not barred from using the Service under the laws of the United States or any other applicable jurisdiction; and
• the information provided at registration is accurate.

We may require verification of your identity or organization, and may suspend or terminate accounts that do not meet these requirements.

“Authorized Users” means the individuals whom you permit to access the Service under your account, including members you invite to your team. You are responsible for each Authorized User’s compliance with these Terms and for all activity occurring under your account credentials, whether or not authorized by you. You shall safeguard your account credentials and notify Company promptly at dan@sagesweeper.com of any suspected unauthorized access to or use of your account.

The Service (50 Arms) is Company’s proprietary planning and agent-orchestration technology. Through it, you and your Authorized Users create plans and work items, connect code repositories and third-party accounts, and direct AI agents (“Agents”) that read, write, and modify content — including source code, repositories, and documents — and that may call third-party services on your behalf. Plans, cards, comments, code, commits, and any other content that the Service or its Agents generate or change are “Output.”

Agents act on the instructions, configuration, and access you give them. The Service does not guarantee that an Agent will complete a task, complete it correctly, or act only within the scope you intended.

The Service is a tool you use in your own work. Company does not review Agents’ individual actions and is not responsible for decisions you make based on Output.

Company is making the Service available as a closed, pre-release beta (the “Closed Beta”). This Section applies for as long as you have access to the Closed Beta and, where it says so, afterward.

4.1 Beta access. Company grants you free, revocable, non-exclusive, non-transferable, non-sublicensable access to the Closed Beta, solely to evaluate the Service. The Closed Beta may change, break, lose or corrupt data, or be suspended or ended, in whole or in part, at any time, without notice and without liability to you. Company provides no service level, support commitment, or guarantee of availability, and has no obligation to release any feature or any generally available version of the Service.

4.2 Beta confidentiality. The details of the Closed Beta and of your participation in it — including the Service’s features, functionality, user interface, performance, roadmap, and pricing, and any other non-public information about the Service — are Company Confidential Information under Section 7.2. You shall not disclose them to any third party, including by sharing screenshots, screen or video recordings, public posts, reviews, benchmarks, or demonstrations, without Company’s prior written consent. You may share them only with your own Authorized Users who are bound by these Terms. This Section 4.2 survives termination.

4.3 No competing use. During the Closed Beta and for twelve (12) months after your access to it ends, you shall not, and shall not permit anyone else to, use the Service or Company Confidential Information to design, build, train, benchmark for, or assist in developing any product or service that competes with the Service. You shall not reverse engineer, decompile, disassemble, or scrape the Service, attempt to derive its source code, prompts, or underlying methods, or use the Service to train or distill any machine learning model. This Section 4.3 restricts only the use of the Service and Company Confidential Information; it does not otherwise restrict you from engaging in any business, profession, or employment.

4.4 Feedback. Bug reports, suggestions, and other feedback are an expected part of the Closed Beta. All Feedback you provide is licensed to Company under Section 9.4 — a perpetual, irrevocable, worldwide, royalty-free license — and that license survives the end of the Closed Beta.

4.5 Injunctive relief. A breach of Section 4.2 or 4.3 would cause Company irreparable harm for which money damages would be an inadequate remedy. Company may therefore seek injunctive or other equitable relief to prevent or stop such a breach in the courts described in Section 18.3, without posting a bond or other security and without proof of actual damages, to the extent permitted by law, in addition to any other remedy.

4.6 Order of precedence. During the Closed Beta, if this Section 4 conflicts with any other Section of these Terms, this Section 4 controls.

5.1 Your Content. “Your Content” means all code, repositories, documents, data, plans, instructions, configurations, and other content you or your Authorized Users upload to, connect to, or provide through the Service.

5.2 Authority to provide. You represent and warrant, with respect to Your Content and each account you connect, that you:

• have full authority to provide Your Content to Company and to permit the Service and its Agents to access, process, and modify it;
• are authorized to connect each repository, account, and credential you connect to the Service, and to permit Agents to act through it;
• have obtained all consents required under applicable law for any personal information contained in Your Content; and
• are not subject to any order or agreement, including any license or third-party terms of service, that prohibits the disclosure or that use.

5.3 Materials of other parties. You shall not upload or connect content, repositories, or accounts belonging to any other person or organization, or any materials obtained without authorization from the party entitled to them.

5.4 Acceptable use. You shall not: reverse engineer the Service; use the Service to build a competing product; resell or sublicense access; upload malicious code; use Agents to attack, probe, or gain unauthorized access to any system; or use the Service in violation of law or of any third-party service’s terms.

This Section is fundamental to the parties’ agreement.

6.1 You retain responsibility. You remain solely responsible for:

• the instructions, permissions, and access you give Agents;
• independent review, testing, and verification of all Output and every Agent action before you rely on, merge, deploy, publish, or otherwise use it;
• the repositories, accounts, and credentials you connect, and all activity Agents carry out through them; and
• all charges incurred with third parties through the accounts you connect, including model and API usage incurred by Agents acting on your behalf.

6.2 Output is unreviewed. All Output is unreviewed until you review it. Agents may act incorrectly or contrary to your instructions — including by making, committing, or pushing changes to code and repositories, deleting or overwriting content, or calling third-party services that charge for their use — and may produce inaccurate or fabricated content. Your own review, verification, and judgment — not the Service’s Output — is what may be relied upon by you or any third party. You shall not deploy, publish, or rely on Output without that review.

6.3 Connected accounts. When you connect a third-party account or credential — for example, a code-hosting account, a model-provider subscription, or an API key — you authorize Company and its Agents to access and use it on your behalf as needed to provide the Service. Your use of each third-party service is governed by that service’s own terms, and Company is not responsible for any third-party service. You are responsible for keeping each credential you connect appropriately limited in scope and for revoking it when it is no longer needed.

7.1 Your Content is confidential. Company shall treat Your Content as confidential, shall not disclose it except as permitted in these Terms, and shall limit access to personnel and subprocessors with a need to access it for the provision of the Service.

7.2 Company Confidential Information. The Service, its underlying prompts, agent instructions, workflows, methodologies, configurations, output formats, non-public features, roadmap, pricing, and non-public performance information, and the details of the Closed Beta described in Section 4.2, are Company’s confidential information (“Company Confidential Information”). You shall not disclose them to third parties.

7.3 Exceptions. Neither party’s obligations extend to information that is publicly available through no fault of the receiving party, was independently developed, or is required to be disclosed by law, provided the receiving party gives notice where legally permitted.

7.4 Compelled disclosure. If Company receives a subpoena, civil investigative demand, or other legal process seeking disclosure of Your Content, Company shall, to the extent permitted by law, notify you promptly and give you a reasonable opportunity to seek a protective order or other appropriate remedy before disclosing, and shall disclose only the portion of Your Content legally required.

7.5 Survival. This Section survives termination.

8.1 Safeguards. Company shall maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Your Content, including encryption in transit and at rest, access controls limited to personnel with a business need for access, and logging of access to Your Content.

8.2 Subprocessors. Company uses third-party service providers to host and operate the Service, including cloud infrastructure providers and the model providers described in Section 9.3. Company shall require each subprocessor to maintain confidentiality obligations no less protective than those in these Terms. Company shall provide its current list of subprocessors on request by email to dan@sagesweeper.com, and shall provide notice of any new subprocessor by email to your account’s email address at least thirty (30) days before it begins processing Your Content.

8.3 Regulated data. The Service is not designed to store or process protected health information, payment card data, government identification numbers, or other data subject to special regulation, and you shall not upload or connect such data. Company has no obligation specific to any such data that you upload or connect.

8.4 Incident notification. Company shall notify you without undue delay, and in any event within seventy-two (72) hours, of becoming aware of any unauthorized access to or disclosure of Your Content.

8.5 Personal information; state privacy law. Your Content may contain personal information of you, your Authorized Users, and other individuals. With respect to such personal information, Company acts as a “service provider” or “processor” (as those terms are defined under applicable state privacy laws, including the California Consumer Privacy Act as amended by the California Privacy Rights Act and comparable state statutes), shall use it solely to provide the Service and for no other purpose, and shall not “sell” or “share” it as those terms are defined under such laws. Company shall provide notice of any breach affecting personal information in accordance with applicable state breach notification law and Section 8.4.

9.1 No training on Your Content. Company shall not use Your Content to train, fine-tune, or otherwise improve any machine learning model.

9.2 De-identified and aggregate data. Company may generate, retain, and use de-identified and aggregated data derived from use of the Service — including performance metrics, task-completion and accuracy statistics, and usage patterns — for the purpose of operating, analyzing, and improving the Service. Such data shall not identify you or any individual.

9.3 Model providers. Agents run on third-party large language models, reached either through an account Company maintains or through a model-provider account you connect under Section 6.3. Where Company maintains the account, Company shall use a provider whose terms prohibit using Your Content to train or improve its models. Where you connect your own account, that provider’s terms govern how it handles the content sent to it.

9.4 Feedback. Any comments, suggestions, ideas, bug reports, or other feedback you provide regarding the Service (“Feedback”) may be used by Company without restriction or compensation. You grant Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable license to use, copy, modify, and otherwise exploit Feedback for any purpose. Feedback does not include Your Content.

9.5 Changes to underlying models. Company may change, upgrade, or replace the underlying machine learning model or model provider used by the Service at any time, with or without notice. Company does not warrant that Output or Agent behavior will remain identical or consistent across such a change.

10.1 Output. As between the parties, you own Your Content and all Output generated from it, and all work product you create from that Output.

10.2 Service. Company owns and retains all right, title, and interest in the Service, including all software, prompts, agent instructions, workflows, templates supplied by Company, and all improvements to the foregoing. No rights are granted except the limited license in Section 10.3.

10.3 License to you. Company grants you a non-exclusive, non-transferable, revocable license to access and use the Service during the term, solely for your internal business purposes and, during the Closed Beta, subject to Section 4.

10.4 License to Company. You grant Company a limited license to use, process, store, transmit, and modify Your Content, and to access the repositories and accounts you connect, solely to provide the Service to you and as otherwise permitted in these Terms.

The Service is provided free of charge during the Closed Beta. Company may introduce fees for the Service after the Closed Beta on thirty (30) days’ notice; no fee applies to you unless you agree to it. You are responsible for all fees charged by third parties for the accounts and services you connect to the Service, including model and API usage incurred by Agents acting on your behalf.

THE SERVICE, INCLUDING THE CLOSED BETA, IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT YOUR CONTENT WILL NOT BE LOST.

COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT OUTPUT IS ACCURATE, COMPLETE, SECURE, OR FIT FOR ANY PARTICULAR PURPOSE. AI AGENTS MAY PRODUCE ERRORS, OMISSIONS, AND INACCURACIES, INCLUDING FABRICATED CONTENT, AND AGENTS MAY ACT INCORRECTLY OR CONTRARY TO YOUR INSTRUCTIONS — INCLUDING BY MAKING, COMMITTING, OR PUSHING CHANGES TO CODE AND REPOSITORIES, DELETING OR OVERWRITING CONTENT, AND INCURRING CHARGES WITH THIRD-PARTY SERVICES SUCH AS MODEL AND API PROVIDERS.

YOU ACKNOWLEDGE THAT INDEPENDENT REVIEW OF ALL OUTPUT AND EVERY AGENT ACTION IS REQUIRED, AND THAT YOU BEAR SOLE RESPONSIBILITY FOR ANY USE OF OR RELIANCE ON OUTPUT AND FOR ALL ACTIONS AGENTS TAKE THROUGH THE ACCOUNTS AND CREDENTIALS YOU CONNECT.

13.1 Exclusion of indirect damages. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST OPPORTUNITY, LOSS OF DATA, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 General cap. EXCEPT AS PROVIDED IN SECTION 13.3, COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

13.3 Excluded from all caps. The exclusions and limitations in Sections 13.1 and 13.2 do not apply to your indemnification obligations under Section 14, to your breach of Section 4 (Closed Beta) or Section 7 (Confidentiality), to your infringement or misappropriation of Company’s intellectual property, or to either party’s fraud, gross negligence, or willful misconduct.

13.4 Output and Agent actions. You acknowledge that you are required to independently review and verify all Output and every Agent action under Section 6.2, that such review is the controlling safeguard against error in anything you deploy, publish, or otherwise rely upon, and that Company shall have no liability for any consequence arising from Output you used, or an Agent action you permitted, without such review — including any change to your code or repositories and any charge incurred through an account you connected.

13.5 Basis of the bargain. You acknowledge that the Service is provided free of charge during the Closed Beta, that its availability and any fees reflect this allocation of risk, and that Company would not provide the Service on these terms without it. Where applicable law does not allow an exclusion or limitation in this Section, Company’s liability is limited to the greatest extent that law permits.

You shall indemnify, defend, and hold harmless Company and its officers, directors, shareholders, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• your breach of Section 4 (Closed Beta) or Section 5 (Your Content and Your Warranties);
• any claim by a third party relating to Your Content, your use of Output, or any action an Agent takes through a repository, account, or credential you connected;
• any claim that you lacked authority or consent to provide Your Content or to connect an account; or
• your violation of applicable law or of any third-party service’s terms.

15.1 Term. These Terms apply from account creation until terminated.

15.2 Termination. You may terminate at any time by ceasing use of the Service and closing your account. Company may terminate at any time on thirty (30) days’ notice, or as provided in Section 4.1 during the Closed Beta. Company may suspend or terminate immediately for breach of Section 4 or Section 5.

15.3 Data deletion. Within thirty (30) days after termination, Company shall delete all Your Content, and shall certify deletion in writing on request. Company may retain de-identified and aggregate data under Section 9.2. Copies retained in routine backups shall be permanently deleted within ninety (90) days in the ordinary course of Company’s backup rotation and remain subject to Section 7 until so deleted.

15.4 Your copies. Your code and other content remain in the repositories and accounts you connect. You are responsible for keeping your own copies of Your Content and Output, and for retrieving anything you need from the Service before termination.

15.5 Suspension for security or fraud. Company may immediately suspend your or any Authorized User’s access, without prior notice, if Company reasonably believes such access poses a security threat to the Service or to other users, or involves suspected fraud, and shall notify you promptly after any such suspension.

15.6 Survival. Sections 4.2 through 4.5, 6, 7, 9, 10, 12, 13, 14, 15.3, 18, and 19 survive termination.

Company shall not identify you as a user of the Service, use your name or logo, or publish results derived from your use of the Service, without your prior written consent. Consent may be given by email.

Company may modify these Terms. Company shall give notice of material changes by email to your account’s email address and by posting the updated Terms with a new version number and effective date. You will be asked to accept the updated Terms before you continue to use the Service, and the updated Terms apply to you from the time you accept them. If you do not agree, do not accept them; you may stop using the Service and terminate under Section 15.2.

These Terms are governed by the laws of the State of Florida, without regard to conflict of laws principles.

18.1 Binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms, including their formation, breach, or termination, shall be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Broward County, Florida. Judgment on the award may be entered in any court of competent jurisdiction.

18.2 Jury and class waiver. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. The arbitrator has no authority to consolidate claims or preside over any form of representative proceeding.

18.3 Injunctive relief. Either party may seek temporary or preliminary injunctive relief in the state or federal courts located in Broward County, Florida to protect its confidential information or intellectual property, or to enforce Section 4.2 or 4.3, pending arbitration, without waiving this Section.

18.4 Costs. Each party bears its own attorneys’ fees and its share of arbitration costs, except as the arbitrator may award to a prevailing party.

19.1 Entire agreement. These Terms constitute the entire agreement between you and Company regarding the Service and supersede all prior understandings. Any conflicting terms in a purchase order or vendor form of yours are of no effect unless signed by Company. A written agreement signed by both parties controls over these Terms only where it expressly and specifically amends a referenced Section, and these Terms otherwise control, including Sections 4 (Closed Beta), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), and 14 (Indemnification).

19.2 Assignment. Neither party may assign these Terms without the other’s consent, except to a successor in connection with a merger or sale of substantially all assets.

19.3 Severability. If any provision is held unenforceable, the remainder continues in effect.

19.4 No waiver. Failure to enforce any provision is not a waiver.

19.5 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

19.6 No third-party beneficiaries. These Terms are for the sole benefit of Company and you. Nothing in these Terms, express or implied, confers on any third party any right, benefit, or remedy of any nature.

19.7 No fiduciary duty. Nothing in these Terms, and nothing arising from use of the Service, creates any fiduciary duty owed by Company to you or any Authorized User, beyond the express obligations stated in these Terms.

19.8 Non-reliance. You acknowledge that you have not relied on any representation, statement, or promise not expressly set forth in these Terms, including any statement made in sales, marketing, or demonstration materials regarding the accuracy, completeness, or performance of the Service or its Agents.

19.9 Notices. Notices to Company: by email to dan@sagesweeper.com. Notices to you: by email to the email address on your account.

19.10 Force majeure. Neither party is liable for delays caused by events beyond its reasonable control.