End User License Agreement

This End User License Agreement (“EULA”) is a legal agreement between you (“you” or the “Customer”) and VenTech, LLC (“VenTech,” “we,” “us,” or “our”). It governs your use of VenTech Terminal, of software we build for you under a consulting engagement, and of the interactive tools on our website at ventechdigital.com.

By installing or using any VenTech software, by subscribing to VenTech Terminal, or by ticking the acceptance box at checkout, you confirm that you have read this EULA and agree to it. If you do not agree, do not use the software.

VenTech Terminal is sold to businesses for business use. If you accept this EULA on behalf of a company, you confirm that you have the authority to bind that company, and “you” means the company.

1. Definitions

• “VenTech Terminal” or “Terminal” — our subscription desktop application for macOS and Windows, together with the hosted memory platform it connects to.
• “Agent” — an AI agent you run in Terminal, which can read from and take actions in the accounts you connect.
• “Seat” — one paid license to use Terminal, for one person on one computer, as described in section 3.
• “Connected Account” — a third-party service you authorize Terminal to use on your behalf, such as Gmail, Google Calendar, Slack, Notion, or any of the other services available through Composio.
• “Memory Graph” — the hosted store of memories your agents write, so that what one agent learns is available to the others, subject to per-person permissions.
• “Delivered Software” — custom software, web applications, APIs, automations, and related deliverables developed by VenTech for a client under a Statement of Work (SOW) or project agreement.
• “Website Tools” — interactive features on ventechdigital.com, including the AI chat widget, digital resources, downloadable materials, and the online shop.
• “Software” — collectively, VenTech Terminal, the Delivered Software, and the Website Tools.

2. License Grant

VenTech Terminal: For as long as your subscription is active and paid, VenTech grants you a non-exclusive, non-transferable, revocable license to install and use Terminal on the number of computers covered by the Seats you have bought, for your internal business purposes. The license ends when the subscription ends.

Delivered Software: Upon full payment as set out in the applicable SOW or project agreement, VenTech grants the client a perpetual, non-exclusive, non-transferable license to use, modify, and deploy the Delivered Software for the client's internal business purposes, unless broader rights are granted in the project agreement.

Website Tools: VenTech grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Website Tools for their intended purposes, subject to this EULA.

3. Seats and Activation

A Seat is a license for one person to use Terminal on one computer.

• One person per Seat. Seats are not shared, pooled, rotated between colleagues by the hour, or used by more than one person. If two people need Terminal, you need two Seats.
• One computer per Seat. A Seat is activated on a specific machine and works on that machine.
• Seats can move. A Seat can be released from one computer and activated on another — for a replacement laptop, or when a new person takes over the work. Moving a Seat is allowed and costs nothing. Using one Seat on two machines at the same time is not.
• Keep your license key private. Do not publish, resell, or share it. We store license keys only as hashes, so we cannot read your key back to you; if you lose it, we can issue a new one.
• Adding Seats. You can add Seats mid-term. Stripe prorates the cost so you pay only for the remainder of the current period. Removing Seats takes effect at your next renewal.

4. Subscription, Pricing and Automatic Renewal

Prices are in US dollars and are exclusive of any taxes, which are added where they apply. Promotion codes are accepted at checkout where we have issued them; a promotion applies for the period stated on it, after which the standard price applies.

We may change the price of a subscription. If we do, we will give you at least 30 days' notice by email, and the new price takes effect from your next renewal. If you do not want to pay the new price, cancel before that renewal.

If a payment fails, we may retry it and may suspend access to Terminal until payment succeeds. Payments are processed by Stripe; your card details are handled by Stripe and are not stored on VenTech's systems.

5. Refunds and Cancellation

Our Refund and Return Policy is incorporated into this EULA and forms part of it. In summary: cancel during the trial and you pay nothing; monthly plans are not refunded for part of a month; the first annual charge is refunded in full if you ask within 30 days.

Terminal is delivered digitally. There is no physical product and nothing to ship back.

6. Restrictions on Use

You agree not to:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of any Software, except to the extent applicable law expressly permits
• Sublicense, sell, resell, lease, rent, or distribute the Software, or share a license key or Seat, without VenTech's prior written consent
• Circumvent or tamper with licensing, Seat activation, or the permission checks that govern the Memory Graph
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Software
• Use the Software to build a competing product or service
• Use Terminal, its agents, or the AI chat widget to send harmful, abusive, deceptive, or unlawful content, to send unsolicited bulk messages, to impersonate a person, or to attempt to extract system prompts or proprietary data
• Use automated scripts, bots, or crawlers against the Website Tools or the hosted platform beyond normal usage, or attempt to access another customer's data

7. Your Agents, and What You Are Responsible For

Terminal's agents do not only write text. They act. They send email, reply in Slack, create and edit documents, move calendar entries, and do whatever else the services you connect allow. Read this section carefully, because it is the part of this agreement most likely to matter to you.

• Actions taken by your agents are your actions. A message an agent sends from your account is your message. A document it edits is your edit. As between you and VenTech, you are responsible for it.
• Authority. Only connect accounts you are entitled to connect. If an account belongs to your employer, your client, or someone else, you are responsible for having their permission.
• Supervision. You decide which agents run, what they are allowed to do, and how closely they are watched. Where a mistake would be costly or hard to undo, put a person in the loop before the action is taken.
• Compliance. Your use of Terminal, and everything your agents do, must comply with applicable law and with the terms of the services you connect. Some services restrict automated access; that is between you and them.
• Other people. If your agents handle personal information about your employees, customers, or anyone else, you are the controller of that information. You are responsible for having a lawful basis for it and for telling those people what they need to be told.
• Your own permissions. Terminal enforces the per-person permissions your administrators configure. Configuring them correctly is your responsibility.

8. AI Output and Agent Actions

AI output can be wrong, and it can be wrong confidently. An agent can misread an instruction, act on stale context, or take an action you did not intend. Unlike a chatbot, an agent that gets it wrong may have already done something.

Terminal agents. Treat agent output as work by a capable but unsupervised assistant: useful, and worth checking. VenTech does not warrant that agent output is accurate, complete, or fit for any purpose, and does not warrant that an agent will take only the actions you expected. Human review is your responsibility. Do not use Terminal for decisions where an unreviewed error would be unacceptable — among them legal filings, financial transactions, medical or clinical decisions, and anything safety-critical — unless a person reviews the output before it is acted on.

The AI chat widget on our website. The widget answers questions about VenTech's services. Its answers are informational only. They are not professional advice, not a quote, and not a commitment binding on VenTech. Conversations may be logged and used to improve the service. Do not send confidential information, trade secrets, or sensitive personal information through it.

VenTech is not liable for actions taken, or not taken, on the basis of AI output from either the widget or Terminal's agents.

9. Third-Party Services and Your AI Provider

Connected Accounts. Terminal reaches third-party services through Composio, using your own Composio project. The OAuth credentials for Gmail, Slack, Notion, and everything else you connect live in your Composio project, not in ours. You can revoke a connection at any time from that project or from the service itself.

Those services are not ours. Your use of each one is governed by that provider's own terms and privacy policy. We do not control whether they are available, whether they change or withdraw their APIs, how they price access, or what they do with data held in them. VenTech is not responsible for their acts or omissions, for outages, or for data lost inside them.

Your AI provider. Terminal runs on the AI subscription you already pay for, such as your own Anthropic or OpenAI account. Your prompts and your agents' conversations go from your computer to that provider under your agreement with them. VenTech does not receive or store them, and model usage is billed to you by that provider rather than by us. Their terms and their privacy policy apply to that content.

10. Protected Health Information and Other Regulated Data

VenTech is not your HIPAA business associate and no Business Associate Agreement is in place unless VenTech has signed a written BAA that names your organization. Accepting this EULA does not create one. Buying Seats does not create one. Nothing on our website creates one.

We make no claim that Terminal is HIPAA compliant. We hold no SOC 2 report, no ISO 27001 certificate, and no other security certification, and we have no audit or penetration test to point you to.

The same applies to other regulated categories with their own legal regimes — payment card data under PCI DSS, student records under FERPA, financial data under GLBA, and similar. Do not put them into Terminal without a written agreement with us first.

If you work in healthcare or another regulated field and want to use Terminal, email eli@ventechdigital.com so we can agree in writing what is and is not covered. If regulated data is put into Terminal without such an agreement, you do so on your own responsibility, and we may suspend the account.

11. Your Data and Your Memory Graph

You own your data. That includes the content your agents read and write, the threads and settings held on your own computers, and your organization's Memory Graph. This EULA transfers no ownership of it to VenTech.

We process it only to run the service for you: to store memories, to serve them to the people and agents your permissions allow, to keep the platform working, and to help you when you ask. We do not sell your data, and we do not use it to train AI models.

Each customer's Memory Graph is isolated from every other customer's, and that isolation is enforced in the database rather than in a prompt. Within your organization, per-person permissions decide what each person and agent can read.

You can ask us for an export of your Memory Graph, or ask us to delete it, at any time. The Privacy Policy sets out what we store, where we store it, how long we keep it, and how to make either request.

12. Intellectual Property

VenTech Terminal: Terminal, the hosted memory platform, and everything in them remain VenTech's property. You are buying a subscription license, not a copy of the product. Your data is yours, as set out in section 11.

Delivered Software: Ownership is governed by the applicable SOW or project agreement. Unless otherwise specified, clients receive ownership of custom code upon full payment. VenTech retains the right to reuse general methodologies, techniques, know-how, and non-client-specific components such as internal libraries and frameworks.

Website Tools: All Website Tools, including the AI chat widget, website content, designs, and code, remain VenTech's property. Using them transfers no ownership rights to you.

13. Warranties and Disclaimers

Delivered Software: Warranty terms are defined in the applicable SOW or project agreement. VenTech stands behind the quality of its work and typically provides a bug-fix warranty period for delivered software.

VenTech Terminal and the Website Tools: These are provided “AS IS” and “AS AVAILABLE.” We do not promise any particular level of uptime, and we do not offer a service level agreement. We do not warrant that Terminal will be uninterrupted, error-free, or secure; that agent output will be accurate or suitable; or that the third-party services you connect will remain available or behave as they do today.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VENTECH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VENTECH IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY. This includes loss or damage caused by an action an agent takes in your own accounts or in a third-party service.

VenTech's total aggregate liability is capped as follows: for claims relating to VenTech Terminal, the subscription fees you paid for Terminal in the twelve (12) months before the claim; for claims relating to Delivered Software, the fees paid under the applicable project agreement in the twelve (12) months before the claim; and for claims relating to the Website Tools, one hundred dollars ($100).

15. Term, Suspension and Termination

VenTech Terminal: Your license lasts as long as your subscription is active and paid, and ends when the subscription ends. When it ends you must stop using Terminal and remove it from your computers. Data held locally stays on your computers; hosted data is handled as described in the Privacy Policy.

We may suspend or terminate a Terminal subscription if payment fails and is not cured, if you materially breach this EULA and do not fix the breach within thirty (30) days of written notice, or immediately where use is unlawful, threatens the security of the platform, or puts regulated data into Terminal contrary to section 10.

Delivered Software: The license remains in effect as specified in the applicable project agreement. VenTech may terminate it if you materially breach this EULA or the project agreement and fail to cure within thirty (30) days of written notice.

Website Tools: VenTech may suspend or terminate access at any time, with or without cause.

16. Updates and Support

We release updates to Terminal from time to time. Because the hosted platform changes, running a reasonably current version may be necessary for Terminal to keep working. We may change or discontinue features; if we remove something you rely on, the cancellation and refund terms above are how you exit.

Support for Terminal is by email at eli@ventechdigital.com, and onboarding help is included in the Seat price rather than billed separately. For Delivered Software, updates and maintenance are governed by the project agreement or a separate maintenance agreement.

17. Governing Law and Dispute Resolution

This EULA is governed by the laws of the State of Georgia, without regard to its conflict of law provisions. Disputes arising under it are subject to the exclusive jurisdiction of the state and federal courts located in Fulton County, Georgia.

18. Severability

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

19. Entire Agreement

This EULA, together with the Refund and Return Policy, the Privacy Policy, and any applicable SOW or project agreement, is the entire agreement between you and VenTech about the Software, and supersedes earlier communications and proposals on the same subject. If a signed project agreement or a signed enterprise agreement conflicts with this EULA, that signed agreement prevails.

20. Changes to This EULA

We may update this EULA. Changes are posted on this page with a new effective date. For material changes affecting an active subscription, we will give notice by email at least 30 days before they take effect, and continued use after that date means you accept them. If you do not, cancel before the change takes effect.

21. Contact Us

Questions about this EULA go to eli@ventechdigital.com.