Terms of Service

Last updated: October 09, 2025

Welcome, and thank you for your interest in HW‑Agent, Inc. ("HW‑Agent", "we", or "us"), makers of the HW‑Agent software platform. These Terms of Service ("Terms") govern your access to and use of HW‑Agent's software, platform, APIs, documentation, and related tools, including our website and all related software made available by HW‑Agent to build, deploy, host, and manage software projects (collectively, the "Service"). By using the Service, you agree to these Terms. Please also read our Privacy Policy, which explains how we collect, use, disclose, and process personal data.

If you are using the Service as part of your work for a company or organization that has a Master Services Agreement ("MSA") with HW‑Agent, your use of the Service is governed by that MSA. If you are entering into these Terms on behalf of an entity, you represent that you have the legal authority to bind that entity.

1. Access and Use

1.1. Provision of Access

HW‑Agent is an applied research company working on automating coding. The Service offers a suite of coding tools driven by machine learning to help developers write code more easily and efficiently and can provide suggested code, outputs or other functions. Subject to your compliance with these Terms, HW‑Agent grants you a limited right to access and use the Service.

1.2. Content

You may provide inputs to the Service ("Inputs") and receive code, outputs, or other functions based on the Inputs provided by you (collectively, "Suggestions") (Inputs and Suggestions are collectively "Content"). We may use Content to provide the Service, comply with applicable law, enforce our terms and policies, and keep the Service safe. By submitting Inputs to the Service, you represent and warrant that you have all rights, licenses, and permissions that are necessary for us to process the Inputs under these Terms and to provide the Service to you.

1.3. Model Training

HW‑AGENT WILL NOT USE CONTENT TO TRAIN, OR ALLOW ANY THIRD PARTY TO TRAIN, ANY AI MODELS, UNLESS YOU’VE EXPLICITLY AGREED TO THE USE OF CONTENT FOR TRAINING. You can find instructions in the Service for how to manage your preferences regarding the use of Inputs and Suggestions for training.

1.4. Limitations for Suggestions

You acknowledge that Suggestions are generated automatically by machine learning technology and may be similar to or the same as Suggestions provided to other customers, and no rights to any Suggestions generated, provided, or returned by the Service for or to other customers are granted to you under these Terms. Further, you acknowledge that there are numerous limitations that apply with respect to Suggestions provided by large language and other AI models (each an "AI Model") including that (i) Suggestions may contain errors or misleading information, (ii) AI Models are based on predefined rules and algorithms that lack the ability to think creatively and can result in repetitive or formulaic content, (iii) AI Models can struggle with understanding the nuances of language, including slang, idioms, and cultural references, (iv) AI Models can struggle with complex tasks that require reasoning, judgment and decision-making, and (v) data used to train AI models may be of poor quality or biased. You agree that you are responsible for evaluating, and bearing all risks associated with, the use of any Suggestions, including any reliance on the accuracy, completeness, or usefulness of Suggestions.

1.5. Use Restrictions

Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (i) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code, object code or underlying structure of the Service; (ii) reproduce, modify, translate, or create derivative works of the Service; (iii) rent, lease, lend, or sell the Service; (iv) remove any proprietary notices from the Service; (v) use the Service or any Suggestions to develop or train a model that is competitive with the Service, or engage in model extraction or theft attacks; (vi) probe, scan or attempt to penetrate the Service; (vii) provide to any third party the results of any benchmark tests of the Service, unless you include all necessary information for others to replicate the tests; (viii) harvest, scrape, or extract data from the Service; (ix) use the Service in any manner that infringes, misappropriates, or otherwise violates any third party’s intellectual or other rights, or that violates any applicable laws or regulations; (x) send or otherwise provide to HW‑Agent data or information that is subject to specific protections under applicable laws beyond any requirements that apply to "personal information" or "personal data" generally; or (xi) knowingly permit any third party to do any of the foregoing. You will promptly notify HW‑Agent of any unauthorized use that comes to your attention and provide reasonable cooperation to prevent and terminate such use to the extent it is within your control.

1.6. Beta Services

From time to time, HW‑Agent may make Beta Services available to you. Beta Services shall be clearly designated as beta, pilot, limited release, non-production, early access, evaluation or a similar description. You may choose to use or not use such Beta Services in your sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not fully supported, and may be subject to additional terms that may be presented to you. Beta Services are provided on an "as-is" and "as available" basis without any warranty, support, maintenance, or storage of any kind. HW‑Agent may discontinue Beta Services at any time in its sole discretion and may never make them generally available. HW‑AGENT SHALL HAVE NO LIABILITY WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES - USE AT YOUR OWN RISK.

1.7. Auto‑Code Execution

The Service may include a feature that automatically executes code Suggestions without manual review or confirmation, and will be clearly labeled accordingly. By enabling this feature, you acknowledge and agree that you are assuming all risks associated with the execution of automatically generated code, including without limitation system outages, software defects, data loss, and security vulnerabilities. YOU ARE SOLELY RESPONSIBLE FOR ANY IMPACT RESULTING FROM USE OF THIS FEATURE, INCLUDING ENSURING APPROPRIATE SAFEGUARDS, TESTING, AND MONITORING ARE IN PLACE.

2. Eligibility

You must be at least the age of majority in your jurisdiction (e.g., 18 years old in the United States) or 18 years old, whichever is higher, to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old or the age of majority in your jurisdiction, whichever is higher; (b) you have not previously been suspended or removed from the Service; and (c) your registration and use of the Service is in compliance with all applicable laws in your region.

3. Account Registration and Access

To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, you must immediately notify us at hi@hw-agent.com.

4. Payment Terms

4.1. Paid Services

Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Unless otherwise specifically provided for in these Terms, all fees are in U.S. Dollars and are non‑refundable, except as required by law.

4.2. Pricing

HW‑Agent reserves the right to determine pricing for the Service and may change pricing from time to time. We encourage you to check our pricing page periodically for current pricing information.

16. Dispute Resolution and Arbitration Agreement

16.1. Generally

In the interest of resolving disputes between you and HW‑Agent in the most expedient and cost effective manner, you and HW‑Agent agree that any dispute arising out of or in any way related to these Terms or your use of the Service will be resolved by binding arbitration, except that you and HW‑Agent are not required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of intellectual property.

16.2. Exceptions

Nothing in this Arbitration Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency where such action is available; (c) seek injunctive relief in a court of law; or (d) file suit in a court of law to address an intellectual property infringement claim.

16.3. Notice of Dispute

A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice") to HW‑Agent, Inc., 2261 Market Street STE 86466, San Francisco, CA 94114, with an electronic copy additionally sent to legal@hw-agent.com. The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If HW‑Agent and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or HW‑Agent may commence an arbitration proceeding.

16.4. Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s ("AAA") rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. The arbitrator must follow these Terms as a court would and may award the same damages and relief on an individual basis that a court can award.

16.5. Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either HW‑Agent or you under the AAA Rules, HW‑Agent and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, HW‑Agent will pay your portion of such fees.

16.6. Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

16.7. Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection titled “Prohibition of Class and Representative Actions and Non‑Individualized Relief”) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified.

16.8. Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms to the contrary, HW‑Agent agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending HW‑Agent written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

17. Miscellaneous

17.1. General

These Terms, including the Privacy Policy, and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and HW‑Agent regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your Content, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms be a waiver of any subsequent breach or default or a waiver of the provision itself. If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

17.2. Governing Law

California law will govern these Terms except for its conflicts of laws principles. Except as provided in the Dispute Resolution section above, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of San Francisco, California.

17.3. Consent to Electronic Communications

By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

17.4. Contact Information

You may contact us by emailing hi@hw-agent.com.

17.5. No Support

We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

17.6. Export and Trade Controls

You must comply with all applicable trade laws, including sanctions and export control laws. The Service may not be used in or for the benefit of, or exported or re‑exported to (a) any U.S. embargoed country or territory or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. Our Service may not be used for any end use prohibited by applicable trade laws, and your Input may not include material or information that requires a government license for release or export.