Terms of Service

Last updated and effective: September 15, 2026

These Terms of Service ("Terms") are a legal agreement between Superagent Technologies, Inc. ("Superagent," "we," "us," or "our") and the person or entity accepting them ("Customer," "you," or "your"). They govern access to and use of OpenMetal, including its website, documentation, dashboard, application programming interfaces, software development kits, command line interface, Agent Skill, support, and related services (collectively, the "Service").

Superagent Technologies, Inc. is a Delaware corporation located at 1111B S Governors Ave, Suite 3232, Dover, DE 19904, United States.

By creating an account, purchasing credits, or accessing or using the Service, you agree to these Terms. If you use the Service for an organization, you represent that you have authority to bind that organization, and "you" means that organization. If you do not agree, do not use the Service.

1. Eligibility and accounts

You must be at least 18 years old and legally able to enter into these Terms. The Service is intended for business and professional use, not personal, family, or household use.

You must provide accurate account information and keep it current. You are responsible for:

• activity under your account, organizations, projects, and API keys;
• maintaining appropriate roles and permissions for members;
• protecting login sessions, API keys, provider credentials, webhook secrets, and local CLI credential files; and
• promptly notifying us at info@superagent.sh if you suspect unauthorized access or credential compromise.

You may not share individual login credentials. You may authorize employees, contractors, and other users to access an organization under separate accounts, and you are responsible for their compliance with these Terms.

2. The Service

OpenMetal is a control plane that provisions and operates compute resources through independent providers. You can request resources by capability, select a provider, use your own provider credentials where supported, or allow OpenMetal to route a request among eligible providers.

Subject to these Terms, we grant you a limited, nonexclusive, nontransferable, revocable right to use the Service for your internal business purposes and to provide your own products or services. This right does not permit you to resell access to OpenMetal as a standalone service unless we agree in writing.

Compute is stateful. A failed provisioning request may be retried with another eligible provider when OpenMetal determines that retrying is safe. A running resource is not automatically migrated between providers. Provider capabilities, regions, prices, capacity, startup time, and availability can change, and not every feature is available from every provider.

We may improve or change the Service. We will use reasonable efforts to provide advance notice of a material change that significantly reduces core paid functionality, unless the change is needed sooner for security, legal compliance, provider availability, or system stability.

3. Customer Data and workloads

"Customer Data" means code, files, commands, process input and output, environment values, secrets, logs, metadata, webhook content, and other information that you or your users submit to or generate through the Service.

As between the parties, you retain all rights in Customer Data. You grant Superagent and its service providers a limited, nonexclusive, worldwide license to host, copy, transmit, modify only as technically necessary, and otherwise process Customer Data to provide, secure, support, and maintain the Service and as required by law.

You are responsible for:

• Customer Data, workload behavior, and results produced by your workloads;
• having all rights, notices, consents, and legal bases needed to process Customer Data;
• configuring resource, network, region, lifecycle, access, and spending controls appropriate for your use;
• reviewing provider capabilities and limitations before relying on them;
• backing up Customer Data that you need to retain; and
• ensuring your use of Customer Data complies with law and third party rights.

OpenMetal runs Customer Data through the provider selected by you or by routing. If you use your own provider credentials, your separate agreement with that provider also applies. You must not submit protected health information, payment card data, government classified information, export controlled technical data, or other specially regulated information unless you have confirmed the Service is appropriate and entered into every agreement required for that information.

We do not use Customer Data to train artificial intelligence models. When Superagent processes personal information in Customer Data on your behalf, the parties will enter into a data processing agreement where required by law. Contact privacy@superagent.sh to request one.

4. Acceptable use

You must use the Service lawfully and must not assist or allow anyone to:

• violate a law, regulation, sanctions program, court order, or third party right;
• access, test, scan, disrupt, or damage a system, account, network, or data without authorization;
• distribute malware, operate botnets, conduct denial of service attacks, phish, spam, or engage in fraud or deception;
• mine cryptocurrency or use compute in a way designed to evade pricing, quotas, or resource limits;
• exploit or attempt to bypass authentication, isolation, safety controls, rate limits, spending controls, or provider restrictions;
• interfere with the Service or impose an unreasonable burden on it or on a provider;
• use the Service to create, distribute, or facilitate child sexual abuse material, human trafficking, unlawful weapons activity, or credible threats of violence;
• harass, stalk, unlawfully surveil, discriminate against, or violate the privacy of another person;
• use an account or credits obtained through false information, abuse a promotion, create accounts to evade enforcement, or resell or transfer credits;
• publish credentials or give a third party unauthorized access to the Service; or
• reverse engineer the hosted Service or access it to build a directly competing hosted routing service, except to the extent a restriction is prohibited by law.

Legitimate security research, software testing, code analysis, and incident response are allowed only when you have authorization for the target and follow applicable law. You remain responsible for ensuring that an automated or artificial intelligence agent stays within the permissions you have granted it.

We may investigate suspected misuse and suspend or restrict affected accounts, keys, workloads, or providers. We may preserve information and cooperate with providers or authorities when reasonably necessary to prevent harm or comply with law.

5. Fees, credits, and billing

OpenMetal uses prepaid organization credits for managed compute. Prices, provider cost treatment, purchase fees, minimum fees, and usage methodology are shown in the Service or documentation before they apply. Unless stated otherwise, amounts are in United States dollars and exclude taxes.

For managed compute:

• you authorize us and Stripe to charge the payment method you select for a credit purchase;
• a platform fee may be charged when credits are purchased, as shown before checkout;
• provider usage is deducted from the organization's credit balance using the documented metering and pricing method;
• provider usage and cost information can arrive late or be corrected, so the balance can be adjusted when more complete evidence becomes available; and
• we may pause new requests or stop managed resources when the balance is exhausted or a spending control is reached.

If you enable automatic top up, you authorize recurring charges when the configured balance threshold is reached, subject to the refill amount and monthly cap you choose. You can disable automatic top up in billing settings before the next charge. A failed charge may pause automatic top up and interrupt managed resources.

Promotional or welcome credits have no cash value, are not transferable, and may be limited, changed, or revoked in cases of error, fraud, or abuse. Purchased credits are generally nonrefundable except where required by law or where we determine that a billing error occurred. Credits already consumed are not refundable. Deleting an organization may forfeit its remaining balance after you explicitly confirm the forfeiture.

You must raise a billing dispute within 30 days after the relevant charge or usage entry so that we can investigate while records are available. This does not limit rights that cannot be waived by law. You are responsible for applicable sales, use, value added, withholding, and similar taxes, other than taxes based on our net income.

When you use your own provider credentials, the provider may charge you directly under your agreement with it. OpenMetal is not responsible for provider charges made outside OpenMetal billing.

6. Third party services and providers

The Service depends on independent compute, authentication, payment, email, hosting, and other providers. Their services may be subject to separate terms, technical limits, regional restrictions, and acceptable use policies.

We do not control an independent provider and are not responsible for its acts, omissions, availability, security, price changes, or handling of data, except to the extent the provider acts as our subcontractor and applicable law or a written agreement makes us responsible. We may add, remove, or suspend a provider based on capability, capacity, security, legal, commercial, or reliability considerations.

7. Intellectual property and feedback

Superagent and its licensors own the Service, including its hosted software, designs, documentation, trademarks, and technology, excluding Customer Data and third party components. These Terms do not transfer ownership of the Service to you.

Open source components, including separately distributed SDK or CLI code, remain governed by their applicable open source licenses. If these Terms conflict with an applicable open source license for that code, the open source license controls for that code.

If you provide suggestions or feedback, you grant us a perpetual, irrevocable, worldwide, royalty free right to use it without restriction or compensation. Do not provide feedback that you are not authorized to license.

8. Confidentiality

Each party may receive nonpublic information that a reasonable person would understand to be confidential. The receiving party will use it only to perform or exercise rights under these Terms, protect it with reasonable care, and disclose it only to personnel, contractors, and advisers who need to know and are bound by appropriate confidentiality duties.

Confidential information does not include information that the receiving party can show was lawfully known without restriction, independently developed without use of the information, lawfully received from another source without restriction, or made public without breach. A party may disclose information when legally required if it gives notice where permitted and reasonably cooperates with efforts to seek protection.

9. Privacy and security

Our Privacy Policy explains how we handle personal information when we act as a controller. You must use the Service in a way that allows both parties to comply with applicable privacy law.

We maintain reasonable administrative, technical, and organizational safeguards designed to protect the Service and Customer Data. You understand that no service is completely secure and that running code, exposing network endpoints, using third party images, and granting an agent access to compute create inherent risks. You are responsible for evaluating those risks and configuring the Service appropriately.

10. Suspension and termination

You may stop using the Service at any time. Organization owners may delete an organization through the dashboard after stopping active resources and resolving pending billing activity. Account and privacy deletion requests can be sent to privacy@superagent.sh.

We may suspend or terminate access immediately if:

• you materially breach these Terms;
• your use creates a security, legal, financial, or operational risk;
• payment is overdue, disputed as unauthorized, or the credit balance is insufficient;
• a provider or authority requires us to act;
• continued service could harm another person, the Service, or a provider; or
• we discontinue the Service.

When reasonable, we will notify you and give you an opportunity to cure before termination. Immediate action may be necessary for abuse, security threats, legal compliance, or risk of harm.

Upon termination, your right to use the Service ends. You must stop using issued credentials. Provisions that by their nature should survive will survive, including payment obligations, ownership, confidentiality, disclaimers, liability limits, indemnity, dispute terms, and records we must retain. Customer Data and Service records are handled as described in the Privacy Policy and any applicable data processing agreement.

11. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." SUPERAGENT DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, COMPLETELY SECURE, OR SUITABLE FOR EVERY WORKLOAD; THAT A RESOURCE WILL BE AVAILABLE IN A PARTICULAR REGION OR FROM A PARTICULAR PROVIDER; THAT PROVIDER INFORMATION OR COST ESTIMATES WILL ALWAYS BE COMPLETE OR CURRENT; OR THAT A WORKLOAD, COMMAND, FILE, ENDPOINT, ROUTING DECISION, OR FALLBACK WILL PRODUCE A PARTICULAR RESULT.

Some jurisdictions do not allow certain disclaimers, so these disclaimers apply only to the extent permitted by law.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, EVEN IF ADVISED THAT THE DAMAGES WERE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUPERAGENT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNTS YOU PAID SUPERAGENT FOR OPENMETAL DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY OR 500 UNITED STATES DOLLARS.

The exclusions and cap do not apply to liability that cannot be excluded or limited by law. The limitations apply regardless of the form of action and are an essential basis of the agreement.

13. Indemnification

You will defend, indemnify, and hold harmless Superagent and its officers, directors, employees, and affiliates from third party claims, damages, losses, and reasonable costs arising from Customer Data, your workloads or products, your violation of these Terms or law, your infringement of another person's rights, or misuse of the Service by you or your authorized users.

We will promptly notify you of a covered claim and provide reasonable cooperation at your expense. You may control the defense and settlement, but you may not admit liability for Superagent or impose an obligation on Superagent without our written consent.

14. Governing law and disputes

Delaware law governs these Terms without regard to conflict of law rules. The United States Federal Arbitration Act governs the interpretation and enforcement of this section.

Before starting formal proceedings, a party must give written notice of the dispute and allow 30 days for good faith informal resolution. Unresolved disputes will be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures. The arbitration will be conducted by one arbitrator in San Francisco, California, unless the parties agree to remote proceedings or another location. Judgment on an award may be entered in any court with jurisdiction.

Either party may seek injunctive relief in court for actual or threatened misuse of intellectual property, confidential information, credentials, or the Service. Either party may bring an eligible individual claim in small claims court.

TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES A JURY TRIAL AND MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

If arbitration is held unenforceable for a dispute, that dispute must be brought exclusively in the state or federal courts located in Delaware, and each party consents to their jurisdiction and venue. Nothing in this section prevents either party from reporting an issue to a government agency where the law permits.

15. Changes to these Terms

We may update these Terms by posting a revised version and changing the date above. We will provide reasonable advance notice of a material change through the Service or by email. A change required for security, legal compliance, or provider availability may take effect sooner.

By continuing to use the Service after updated Terms take effect, you agree to them. If you do not agree, you must stop using the Service. Changes do not retroactively alter a dispute that arose before the updated Terms took effect.

16. General

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, labor disputes, government action, internet disruption, power failure, or failure of an independent provider.

You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition, reorganization, financing, or sale of assets. The parties are independent contractors. These Terms create no partnership, joint venture, agency, fiduciary, employment, or third party beneficiary relationship.

Our failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be modified only to the minimum extent necessary, and the rest will remain effective.

These Terms, the Privacy Policy, any applicable data processing agreement, and any order form or written service agreement constitute the entire agreement about the Service. An order form or separately signed agreement controls to the extent it expressly conflicts with these Terms.

You must comply with applicable export controls, sanctions, and trade laws. You represent that you and your users are not prohibited from using the Service under those laws.

Notices may be delivered by email, through the Service, or to the contact information associated with an account. Legal notices to Superagent must be sent to info@superagent.sh and:

Superagent Technologies, Inc., 1111B S Governors Ave, Suite 3232, Dover, DE 19904, United States

17. Contact

Questions about these Terms may be sent to info@superagent.sh.