Terms of Service

These Terms of Service (the “Terms”) are an agreement between MAXIMUS CONSULTING AND INVESTMENTS INC. (“we”, “us”) and the person or organisation using AgentGov (“you”). If you accept these Terms on behalf of a company, you confirm you are authorised to bind that company, and “you” means that company.

You accept these Terms by ticking the acceptance box at sign-up or when accepting an invitation, or by using the Service. We record which version you accepted and when.

Please note. Section 19 requires most disputes to be resolved by individual arbitration rather than in court and waives class actions and jury trials. Section 18 requires you to contact us first and allow 30 days. Section 20 requires claims to be brought within one year. Section 11 limits our liability, including for spend incurred with a model provider. You may opt out of section 19 within 30 days — it says how.

AgentGov is a governance and cost-attribution layer for AI coding agents. It runs a local gateway on a developer machine and a hosted control tower that stores policy and telemetry, and it produces dashboards from that telemetry.

AgentGov does not sell, resell, or provide access to any AI model. Your use of Anthropic’s services is governed by your own separate agreement with Anthropic, and you are billed by them directly. We are not a party to that relationship.

AgentGov is a management and visibility tool. It is not a security product, not a compliance certification, and not a guarantee that an AI agent will behave in any particular way. You remain responsible for your own systems, code, credentials and data.

• You must give accurate registration details and keep them current.
• You are responsible for everything that happens under your account and for keeping credentials, governance keys and device keys confidential.
• You must tell us promptly if you believe an account or credential has been compromised.
• You must be old enough to enter a binding contract where you live.

You agree not to:

• Use the Service unlawfully, or to help anyone else break the law.
• Attempt to gain unauthorised access to the Service, other customers' data, or the systems of any third party.
• Interfere with or place unreasonable load on the Service.
• Reverse engineer the hosted components except where that right cannot lawfully be excluded.
• Resell or provide the Service to a third party except as expressly permitted in writing.

We may suspend access immediately where we reasonably believe this section has been breached, or where continued access would create risk for us or others.

AgentGov subscription fees are a flat charge for the software, described on our pricing page and billed through Stripe. Fees are payable in advance and, except where the law requires otherwise, are non-refundable.

Model usage is not our charge and never passes through us. Tokens consumed by your AI coding agent are billed to you by your model provider under your agreement with them, whether that is a subscription plan or per-token API billing. We do not set those prices, do not receive that money, and cannot credit, refund or reverse it.

The Service displays estimated costs calculated from published per-token rates recorded in our software at a point in time. These figures are provided for attribution and internal reporting only.

• They are estimates and will not necessarily match any invoice you receive from a model provider.
• Published rates change, and our stored rate table may lag behind those changes.
• Usage for a model we do not have a rate for is excluded from totals rather than counted as zero.
• If you are on a flat-rate subscription plan with a model provider, the figure shown is a notional API-rate equivalent, not an amount charged to you.
• Budget and quota features act on data we have received, which may be delayed, incomplete, or lost.

You must not rely on these figures for billing, chargeback, invoicing, financial reporting, tax, or any other purpose requiring accuracy. Reconcile against your provider’s own statements.

The Service offers controls such as repository restriction, work-item binding, budgets and file-path guarding. These are administrative aids. They depend on software running on machines we do not control, on network connectivity, on third-party product behaviour that can change without notice, and on your own correct configuration.

We do not warrant that any control will prevent any particular action, spend, access, or disclosure. Controls may fail, be bypassed, be disabled by a user with access to their own machine, or not apply at all. You must not rely on the Service as your only safeguard, and you remain responsible for your own security, access management and spending limits.

The Service depends on third parties including Anthropic, Vercel, Supabase, Auth0 and Stripe. Their availability, pricing, quotas, rate limits and behaviour are outside our control. We are not liable for their acts, omissions, outages, changes or charges.

Unless we have signed a separate written service-level agreement with you, the Service is provided without any uptime commitment. We may modify, suspend or discontinue any part of it, and may perform maintenance, at any time.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND.

To the fullest extent permitted by law, we disclaim all warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranty arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted, timely, secure, error-free, or that any data it reports will be accurate or complete.

To the fullest extent permitted by law:

• We are not liable for any indirect, incidental, special, consequential, punitive or exemplary damages; nor for loss of profits, revenue, goodwill, business, anticipated savings, or data, however caused and under any theory of liability.
• We are not liable for any cost, charge, overage or spend incurred with any model provider or other third party, including tokens consumed by an AI agent, whether or not a governance control was expected to prevent it.
• We are not liable for decisions taken in reliance on cost estimates, dashboards, reports or other output of the Service.
• We are not liable for any failure of a governance control to prevent an action, access, disclosure or expenditure.
• We are not liable for unauthorised access to your systems, repositories, credentials or data, except to the extent directly caused by our own breach of these Terms.
• We are not liable for any act or omission of an AI agent or model, including any change to, deletion of, or disclosure of your code, repositories, files or data, whether or not the Service was expected to restrict it.
• We are not liable for loss, corruption or unavailability of data or telemetry, including events that were delayed, dropped, quarantined or never received, and including any resulting gap or inaccuracy in attribution or reporting.

Aggregate cap. Our total aggregate liability arising out of or relating to these Terms or the Service, across all claims, will not exceed the greater of (a) the total subscription fees you actually paid us in the twelve months immediately before the event giving rise to the claim, or (b) USD 100.

What this section cannot exclude. Nothing here limits liability that cannot lawfully be limited. Depending on where you live, that typically includes death or personal injury caused by negligence, fraud or fraudulent misrepresentation, gross negligence or wilful misconduct, rights you have as a consumer under mandatory local law, and — for Washington customers — any right under the Washington Consumer Protection Act (RCW 19.86). Where a limitation above is unenforceable, it applies to the maximum extent the law allows and the rest of these Terms stays in force.

You will defend and indemnify us against claims, losses and reasonable costs arising from your use of the Service, your breach of these Terms, your infringement of anyone else’s rights, or your own data and systems.

The Service, and any feature described as alpha, beta, preview, early access or similar, is pre-release software offered for evaluation. It has not completed the testing, hardening or operational history of a mature product, and is made available on the understanding that you accept that risk.

• Pre-release features may change incompatibly, lose data, or be withdrawn entirely, with or without notice.
• Documentation, dashboards and controls may not match actual behaviour.
• No availability, support-response or data-durability commitment applies unless we have signed a separate written agreement with you.
• You should not use the Service as the sole control over anything you cannot afford to lose, and you should keep your own independent records of AI spend.

The disclaimers in section 10 and the limits in section 11 apply with particular force to pre-release software.

You own your data. We process it to operate the Service, as described in the Privacy Policy.

• We do not guarantee that telemetry, ledger entries or reports are complete. Events can be delayed, dropped or quarantined in transit, and the record is best-effort.
• We are not a backup service and we do not undertake to retain your data for any period. Keep your own copies of anything you need.
• On termination we may delete your data after the period stated in the Privacy Policy. Export what you need before you terminate.
• Aggregated or de-identified statistics that cannot reasonably identify you or your organisation may be retained and used to operate and improve the Service.

We and our licensors own the Service and all rights in it. These Terms grant you a limited, non-exclusive, non-transferable, revocable right to use the Service while they are in force, and nothing more. Open-source components remain under their own licences.

Feedback. If you send us suggestions, bug reports or ideas, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them without restriction or obligation to you. We do not want your confidential information in feedback; please do not include any.

You may stop using the Service and cancel your subscription at any time. We may suspend or terminate access for breach of these Terms, non-payment, or where required by law. On termination your right to use the Service ends; sections which by their nature should survive (fees owed, disclaimers, liability limits, indemnity, governing law) survive.

Data handling after termination is described in our Privacy Policy.

We may update these Terms. The version identifier at the top changes whenever the wording changes in a way that affects your rights or obligations, and we will ask you to accept the new version. Continuing to use the Service after a change takes effect means you accept it. We keep a record of which version you accepted and when.

Most disputes can be resolved without a formal proceeding, and we would rather fix a problem than argue about it. Before starting arbitration or any other proceeding, you agree to send a written description of the dispute and the relief you want to info@aicodekeyshare.com, and to give us 30 days to respond. We will do the same before bringing a claim against you.

This step is a requirement, not a suggestion: neither side may begin a proceeding until the 30 days have passed. Any limitation period is paused while it runs.

Please read this section carefully. It affects how disputes between us are resolved and limits the ways you can bring a claim.

Except for the carve-outs below, any dispute arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration, and not in court, administered by JAMS under its Streamlined Arbitration Rules. Arbitration is conducted by a neutral arbitrator, is generally faster and less formal than court, and the arbitrator can award the same individual relief a court could. Judgment on the award may be entered in any court with jurisdiction.

• NO CLASS ACTIONS. Claims must be brought in your individual capacity. Neither of us may bring a class, collective, consolidated or representative action, and the arbitrator may not consolidate claims or preside over any form of representative proceeding.
• JURY TRIAL WAIVED. To the extent a claim proceeds in court rather than arbitration, both of us waive any right to a jury trial.
• SMALL CLAIMS ARE CARVED OUT. Either of us may bring an individual claim in a small-claims court with jurisdiction instead of arbitrating, for as long as it stays there and stays individual.
• INJUNCTIONS FOR MISUSE ARE CARVED OUT. Either of us may seek injunctive or other equitable relief in court to stop unauthorised use, infringement of intellectual property, or a breach of confidentiality, without first arbitrating.
• OPT OUT WITHIN 30 DAYS. You may reject this section by writing to the legal contact above within 30 days of first accepting these Terms. Opting out affects only this section; everything else still applies, and opting out will never affect your access to the Service.

Many similar claims. If 25 or more claims of substantially the same kind are filed against us by or with coordinating counsel, they will be batched in groups of no more than 50 and each batch treated as one arbitration with one filing fee, decided by one arbitrator, with the remaining claims held and the limitation period paused for them until their batch begins. This protocol exists so that neither side can use the volume of filings rather than their merits as leverage.

Where this section does not apply. If a class-action waiver or an agreement to arbitrate is unenforceable where you live — which is the case for consumers in parts of the EU, the UK and elsewhere — then it does not apply to you and your dispute proceeds in the courts named in section 21 instead. If the class-action waiver specifically is held unenforceable as to a particular claim, that claim proceeds in court and the rest of this section still governs everything else. Nothing here prevents you from reporting a matter to a regulator or a supervisory authority.

Any claim arising out of or relating to these Terms or the Service must be brought within one year after the claim accrues. A claim brought later is permanently barred, and neither of us may rely on a claim raised outside that period as a defence or set-off.

When a claim accrues. A claim accrues when the act, omission or event it is based on occurs — not when it is discovered — regardless of either party’s lack of knowledge of it at the time. This mirrors the accrual rule Washington applies to a contractually shortened limitation period.

The one-year period is paused for as long as the notice step in section 18 is running, so contacting us first can never cost you time.

Where a longer period applies anyway. This section does not shorten any period that cannot be varied by agreement. In Washington that includes claims under the Consumer Protection Act (RCW 19.86.120), which carry their own four-year period; equivalent mandatory periods apply in other places. Where that is the case, the statutory period governs that claim and this section still applies to everything else.

These Terms are governed by the laws of the State of Washington, USA, without regard to its conflict-of-laws rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods. For any dispute not subject to arbitration under section 19, the state and federal courts located in Snohomish County, Washington have exclusive jurisdiction, and both of us consent to personal jurisdiction and venue there — except where mandatory local law gives you the right to bring proceedings where you live.

Washington consumers. Nothing in these Terms waives or limits any right you have under the Washington Consumer Protection Act (RCW 19.86) or any other law that cannot be waived by agreement. Where a provision of these Terms conflicts with such a right, that right prevails and the rest of these Terms stays in force.

Export control and sanctions. You may not use the Service, or permit it to be used, in breach of US export control or sanctions laws, and you confirm you are not located in, or acting for anyone in, a country or on a list subject to US sanctions.

If any provision is held unenforceable, it is limited or removed to the minimum extent necessary and the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent; we may assign them to a successor in connection with a merger, acquisition or sale of assets. These Terms, together with the Privacy Policy, are the entire agreement between us on this subject. Nothing here creates a partnership, agency or employment relationship.

Force majeure. Neither of us is liable for a failure to perform caused by something outside our reasonable control, including outage or change at a third-party provider, network failure, act of government, or natural event. This does not excuse an obligation to pay amounts already due.

Questions: info@aicodekeyshare.com · MAXIMUS CONSULTING AND INVESTMENTS INC., 3019 182nd PL SE, Bothell, WA 98012, USA