Terms and Conditions
Last Updated: March 29, 2025
Welcome to Decompute Inc.’s AI Agent Platform BlackBird (the “App” or “Services”). These Terms and Conditions (these “Terms”) form a legally binding agreement between you and Decompute Inc. (“Decompute,” “we,” “us,” or “our”). By downloading, installing, or using the App or any related Services, you accept and agree to be bound by these Terms. If you do not agree to these Terms, you must not use the App or Services. These Terms apply to any use of the App, which allows users to create and run on-device AI agents across various domains (including legal, technical, finance, general Q&A, voice memos, meetings, and research).
We may update or modify these Terms from time to time. We will notify you of any material changes (for example, by updating the “Last Updated” date above or via an in-app notice or via on our website). By continuing to use the Services after any changes become effective, you agree to the revised Terms. If you do not agree to the updated Terms, you must stop using the Services.
You must be at least 18 years of age to use the App and Services. By using the Services, you represent and warrant that you are 18 or older, and that you have the legal capacity to enter into these Terms. The Services are intended only for adult users; if you are under 18, you are not permitted to use the App. Decompute reserves the right to request proof of age at any stage to verify compliance with this requirement.
If you are using the App on behalf of an organization or entity you represent that you have the authority to bind that entity to these Terms, and “you” as used in these Terms includes both you as an individual and that entity.
Decompute Inc. is currently making the App available only to users located in the United States and India. By using the Services, you represent and warrant that you are physically located in the United States or India and not in any other jurisdiction. To enforce this geographic restriction, the App may access and use your device’s geolocation data prior to and during usage to verify your location. You consent to this location verification process as a condition of using the Services. If you attempt to use the Services from outside the permitted countries (e.g., through VPN or other means), or if at any time the App determines that you are outside the U.S. or India, access may be suspended or terminated without notice.
You are responsible for compliance with all local laws in the region from which you use the App. We make no representation that the Services are appropriate or available in any location outside the U.S. and India. Do not use the App if you are in a jurisdiction where access would be unlawful or where Decompute is not authorized to offer the Services.
Decompute’s macOS application provides a platform to create and run AI agents entirely on your device. The App supports performing AI inference using open-source language models and allows on-device training on data that you provide. Key features of the Services include, but are not limited to:
-
AI-driven assistance in multiple domains such as legal research, technical Q&A, financial analysis, general question answering, transcribing and summarizing voice memos, meeting transcription/summarization, and academic or scientific research.
-
The ability for you to input your own data (e.g., documents or notes) to fine-tune or train AI models locally on your machine for personalized results.
-
Use of open-source AI models and frameworks, which run locally without requiring cloud processing.
Decompute continually works to improve the App and Services. We reserve the right to add, change, or remove features or functionality of the App at any time, with or without notice. Any new features that enhance or modify the current Services (including release of new tools or resources) will also be subject to these Terms. You agree that Decompute is not liable to you or any third party for any modification, suspension, or discontinuation of any part of the Services.
-
One of the core principles of our Services is user privacy and data security. All AI inference and training processes occur on your device:
-
No Cloud Upload of Private Data: The input data you provide for AI processing (including any text, audio, or files for training or analysis) and the resulting outputs generated by the AI (collectively, your “Content”) are not uploaded to Decompute’s servers. The computations happen locally on your devices, and your private data remains on-device under your control.
-
No Collection of Input/Output Content: Decompute does not collect, view, or store the substance of your Inputs or Outputs on our servers. We do not use your private training data or prompts for any purpose other than enabling the on-device functionality of the App on your machine. Because of this design, you are solely responsible for backing up or saving any outputs or configurations you wish to keep.
-
Limited Telemetry: Decompute may collect limited metadata necessary to ensure the Service functions properly and in compliance with these Terms – for example, data to verify your location (as described in Section 3) or basic usage statistics (such as feature utilization or performance metrics) to help us improve stability. We do not collect any content of your conversations or documents. Any telemetry or analytics data we collect will be handled in accordance with our Privacy Policy and will exclude your actual Input/Output content.
-
Device Permissions: The App may require certain device permissions to function (e.g., access to storage for reading training files, microphone for voice memos, or location for verifying country). By using the Services, you grant the App permission to access these device features solely to provide the Services’ intended functionality. Refer to the App settings for controlling permissions. If you deny a required permission, certain features of the Services may not function properly.
Your privacy is important to us. Please review our Privacy Policy (if applicable) to understand how we handle any personal information and the measures we take to protect your data. By using the Services, you acknowledge that you have read and understood the Privacy Policy. In the event of any conflict between these Terms and the Privacy Policy with respect to privacy or data handling, these Terms will prevail regarding your use of the App, and the Privacy Policy will govern how we collect and use personal data, if at all.
-
Subject to your compliance with these Terms, Decompute grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use the Decompute AI Agent Platform App on a compatible device that you own or control, solely for your personal or internal business use and strictly in accordance with these Terms and any usage guidelines we may provide. This is a license to use the Services – no ownership rights are being transferred or sold to you under these Terms.
All rights, title, and interest in and to the App and Services, including any software, algorithms, models, user interfaces, content (excluding your Input and Output as defined below), trademarks, logos, and other intellectual property (“Intellectual Property”) are and will remain the exclusive property of Decompute Inc. and its licensors. The structure, organization, and code of the App are valuable trade secrets and are confidential information of the Decompute Inc. and its licensors. Decompute Inc. reserves all rights not expressly granted to you in these Terms. You may not modify, reverse engineer, decompile, disassemble, or attempt to derive the App's source codes or any component (except to the limited extent as may be permitted by law notwithstanding this prohibition). You also may not rent, lease, lend, sell, redistribute, or sublicense the App, in whole or in part, or use it for the benefit of any third party (except as expressly permitted by Decompute in writing).
Open-Source Components: The App may include or be built upon open-source software or pre-trained models released under open-source licenses. To the extent required by the licenses covering open-source components, those licenses (and not these Terms) will govern your use of the respective open-source software. We will provide attributions or license notices for any open-source components within the App documentation or “About” section. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms of any applicable open-source licenses.
Feedback: If you choose to provide feedback, suggestions, or ideas to Decompute regarding the App or Services (“Feedback”), you grant Decompute a perpetual, irrevocable, worldwide, royalty-free, and sublicensable right to use and incorporate such Feedback for any purpose, without any obligation to compensate you. Feedback is entirely voluntary, and we may use it to improve our products and services
When using the Services, you may provide text, audio, or other data to the App as prompts or training material(“Input”). Based on your Input, the AI models will generate results or responses (“Output”). For purposes of these Terms:
-
“Input” means any content or information you enter into or provide to the App, including but not limited to questions, prompts, documents, audio recordings, training datasets, or any other data you use with the Services.
-
“Output” means any content or results generated by the App in response to your Input, including model-generated text answers, summaries, transcriptions of voice memos, analysis, code, or any other material produced by the AI functionality.
Ownership of Input: You retain all rights and ownership in the Input that you provide. Decompute does not claim any ownership over your Input. It is your responsibility to ensure you have all necessary rights in any Input you provide (for example, that you own or have permission to use any data you feed into the AI for training or prompting). By providing Input, you represent and warrant that such Input and its use in the Services does not violate any applicable law or infringe any rights (including intellectual property, confidentiality, or privacy rights) of any third party. You are solely responsible for any consequences of using, sharing, or publishing your Input with the App.
Ownership of Output: As between you and Decompute, you own the Output generated by your use of the Services, to the extent possible under applicable law. To the extent that any Output is capable of being owned or protected by intellectual property rights, such rights are hereby assigned to you. However, you acknowledge that due to the generative nature of AI, any particular Output may not be unique and the same or similar output could be produced by the AI for Decompute or other users. Decompute does not warrant that Outputs will be unique or novel, or that you will have exclusive rights to any particular Output. It is your responsibility to review and determine the suitability of any Output before using it in any context, especially a public or commercial context. If an Output includes material that is not subject to intellectual property protection or is in the public domain, then no ownership can be claimed over those portions of the Output. Decompute does not guarantee that the Output will be free of third-party claims or rights (for example, the AI might produce a phrase or code that coincidentally matches copyrighted material). See Section 12 (Disclaimers) for important information on AI-generated content.
Use of Input and Output by Decompute: Decompute intends to operate completely on-device; accordingly, we do not store or use your Input or Output on our servers (except transiently, in memory, on your own device, as needed to generate the Output). Decompute will not use your input or output to improve its models or services without your explicit permission because we do not receive that data by default. In the event you choose to share any Output with Decompute (for example, by sending us an example or log for troubleshooting via a support request), you grant us a limited license to use that shared Input/Output solely for resolving your issue or improving the Service, consistent with our Privacy Policy.
User Responsibility for Content: You are solely responsible for all Content (Input and Output) and for using Output. This means you must evaluate and determine whether any Output is appropriate, accurate, reliable, and suitable for your purposes before you rely on it or take action based on it. If you choose to share or publish any Output, you are responsible for ensuring that such sharing complies with all laws and that the Output does not infringe on any third-party rights or reveal sensitive information. Decompute is not responsible for any decisions you make or actions you take based on the information or Output provided by the App.
-
We expect users to use the App and Services responsibly and lawfully. By using the Services, you agree NOT to:
-
Illegal or Harmful Conduct: Use the App for any unlawful, harmful, fraudulent, or malicious purpose, or to promote or encourage any illegal activity. You must not use the Services in any manner that violates any applicable law or regulation, including (but not limited to) laws relating to intellectual property, data privacy, export control, or the distribution of illegal content.
-
Rights Infringement: Input any content or direct the AI to produce any Output that infringes upon the intellectual property rights or other rights of any person or entity. This includes not attempting to generate Output that consists of copyrighted material you do not have the right to use, or trade secrets, or confidential information you are not authorized to disclose. You may not direct the Services to generate any Output that would violate any contractual obligations (such as nondisclosure agreements) or any person’s privacy or publicity rights.
-
Prohibited Content: Use the Services to create or disseminate content that is defamatory, obscene, pornographic, sexually explicit, harassing, threatening, hateful, violent, or otherwise objectionable or harmful (especially content that could incite violence or discrimination against any group). The AI may have safeguards, but you agree not to attempt to misuse it to generate disallowed content intentionally. You are responsible for the content of your Inputs and Outputs even if the AI model attempts to refuse; you should not try to override or circumvent any content limitations built into the App.
-
Personal Data and Sensitive Use: Input personal data of others without consent, especially sensitive personal data, or use the App to process personal information in a way that violates privacy laws. The App is meant for your own data and content; you should not use it to surveil or profile individuals. Moreover, you agree not to use Outputs from the App in any decision-making process that could materially affect another individual’s rights or livelihood (e.g., credit decisions, employment hiring, legal determinations about someone) without appropriate verification and additional, independent analysis.
-
Security and Integrity: Attempt to probe, scan, or test the vulnerability of the App or any related system or network. You must not violate or attempt to circumvent any security or authentication measures implemented by Decompute, or attempt to gain unauthorized access to any systems or data. Do not use the App in any manner that could disable, overburden, damage, or impair the Services (e.g., by introducing viruses or malicious code).
-
Reverse Engineering and Misuse of Models: Except as permitted under open-source licenses for the models on your device, you will not reverse engineer, extract, or otherwise attempt to derive the underlying model weights or architecture of any AI model included with or accessible through the App (except to the extent such restriction is prohibited by law). You also agree not to misuse the models in a way that violates their open-source licenses or these Terms. For example, if the model’s license has attribution requirements, you must comply with them when using or sharing model outputs externally.
-
Bypassing Limits or Restrictions: Attempt to circumvent any usage limits, geographic restrictions, or verification processes in the App. This includes not attempting to disable or tamper with the location-based access controls described in Section 3, and not using multiple accounts or other hacks to exceed usage quotas (such as the free tier limit described in Section 9).
-
Commercial Exploitation: Sell, resell, rent, lease, or commercially exploit the Services or Outputs generated by the Services without Decompute’s express written consent. (Using the App for your own business’s internal purposes is fine, but you may not, for example, run a service for third parties that simply feeds queries into our App, or redistribute our App or any portion of it, without permission).
-
Impersonation and Misinformation: Do not use the Service to impersonate any person or entity, or to falsely state or misrepresent your affiliation with a person or entity. You also must not represent any Output as being the product of a human (for example, passing off AI-generated text as your own human-written work in a context where that is meant to deceive). If you publish AI-generated content from the App, it is your responsibility to comply with any applicable disclosure laws or guidelines regarding AI-generated material.
-
Interference: Refrain from interfering with other users’ access or use of the Services. You must not attempt to access, interfere with, or disrupt user data belonging to someone else.
Violation of Acceptable Use: If you violate this Acceptable Use Policy or any other provision of these Terms, we may take action including suspending or terminating your access to the Services (see Section 10 on Termination), and if appropriate, reporting the incident to law enforcement or taking legal action. Decompute reserves the right to investigate any suspected breaches of this section and to cooperate with legal authorities in prosecuting users who violate the law through use of our Services.
-
Free Usage Limit: Decompute offers a free tier of the Services with certain usage limitations. Currently, usage of the App is free up to a cumulative processing limit of 150 MB of data. This means you can input and process up to 150 megabytes of data (including any data used for on-device training or inference) without charge. The App will track your usage to apply this limit. We reserve the right to change the free tier usage limits from time to time, but any such changes will be communicated and will not retroactively affect data you’ve already processed.
Pro Plan Upgrade: If you wish to continue using the Services beyond the free 150MB limit or unlock additional features or higher performance settings, you will need to upgrade to the Pro Plan. The Pro Plan is available via an in-app purchase. The current fee for the Pro Plan is a one-time payment of USD $4.99 (or the equivalent in your local currency, as determined by the App Store pricing in India or the US). Upon purchasing the Pro Plan, the usage limits may be expanded or lifted according to the plan’s details (for example, allowing processing of larger datasets or additional model capabilities).
Purchasing and Payment Process: All payments for the Pro Plan are handled through the Apple App Store (since this is a macOS application). By initiating a purchase, you agree to comply with Apple’s payment terms and conditions as well as any relevant App Store rules. You must provide accurate and complete payment information. The $4.99 charge (plus any applicable taxes) will be billed to the payment method associated with your Apple ID. Decompute does not collect or store your payment information directly; all financial transactions are processed by Apple through your App Store account.
Refunds: Any refund requests for the Pro Plan purchase will be subject to Apple’s applicable refund policies. Generally, digital purchases are non-refundable once consumed or used, but you may contact Apple support for refund inquiries. Decompute itself cannot issue refunds for purchases made through the App Store. If you experience technical issues that prevent you from accessing Pro features after purchase, please contact us (see Section 16) and we will work in good faith to resolve the issue or direct you to the appropriate App Store support.
Changes to Pricing: Decompute may modify the price of the Pro Plan or introduce new paid features or subscription options in the future. Any change in pricing will not affect an existing purchase of the Pro Plan already made, but might apply to future upgrades or renewals. If we introduce a subscription model or any recurring fees, we will update these Terms and provide clear notice, and you will have the opportunity to review and accept any new terms or opt out before incurring charges.
Taxes: The $4.99 fee is exclusive of any taxes or duties that may apply. You are responsible for any sales, use, value-added, or similar taxes (if any) in connection with the purchase. Such taxes may be collected via the App Store at the point of purchase if required by law.
Termination by Decompute: Decompute may, at its sole discretion, suspend or terminate your access to the Services (or any part thereof) at any time, with or without notice, if we determine that: (a) you have violated any provision of these Terms (including the Acceptable Use Policy in Section 8), (b) you pose a risk or legal liability to Decompute or any other party, (c) you are using the Services in a manner that could cause harm or disrupt others’ use of the Services or Decompute’s network or business, (d) we discontinue the App or Services (in whole or in part), or (e) for any other reason in our reasonable discretion. We will make a good-faith effort to notify you (for example, via the email associated with your App Store account or an in-app notification) of the termination or suspension, where practicable.
Effect of Termination: Upon any termination of these Terms or your access, whether by you or by us, the license granted to you under these Terms will immediately end, and you must cease all use of the App and Services. If your access is terminated, you agree to uninstall and delete any copies of the App in your possession. Sections of these Terms that by their nature should survive termination (such as ownership provisions, disclaimers, limitations of liability, dispute resolution, etc.) will remain in effect after termination.
Termination by You: You are free to stop using the Services and may terminate these Terms at any time by simply discontinuing use of the App and, if you wish, uninstalling it from your device. If you have purchased the Pro Plan, terminating your use of the App will not automatically entitle you to a refund of amounts already paid, except as provided in these Terms or by applicable law or App Store policies.
No Liability for Termination: To the maximum extent permitted by law, Decompute will not be liable for any consequences or damages resulting from a termination of your access to the Services, whether termination was voluntary or involuntary. It is your responsibility to retain any data or Outputs that you may need before terminating access or if you suspect your access may be terminated. Decompute is not responsible for providing you with your data or Outputs after termination (since, as noted, we do not store user Outputs on our servers).
Reinstatement: If your access was suspended or limited due to a violation, we may, but are not obligated to, restore access once the issue is resolved to our satisfaction (for example, if you demonstrate that any alleged violation has been cured or was a misunderstanding). Such decisions are at Decompute’s sole discretion. Users whose access has been terminated for serious violations are not permitted to create new accounts or access the Services through other means without Decompute’s prior written permission.
As-Is Service: The Decompute App and Services are provided “AS IS” and “AS AVAILABLE”. To the fullest extent permitted by applicable law, Decompute and its affiliates, licensors, and service providers disclaim all warranties, conditions, and representations of any kind, whether express, implied, or statutory, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising out of course of dealing or usage of trade. We do not guarantee that the Services will meet your requirements or expectations, or that they will be uninterrupted, error-free, secure, or free of viruses or other harmful components.
AI Output and Accuracy Disclaimer: You acknowledge that AI is an evolving technology and the Outputs generated by the App’s AI models may be unpredictable, incorrect, or inappropriate. Decompute makes no warranty or guarantee of any kind that any Output is factually correct, reliable, complete, current, or suitable for any particular purpose.All information and content presented to you via the AI (including answers, summaries, and analyses) are generated by machine learning algorithms and may contain errors or omissions. The Output might even sound authoritative or convincing while being incorrect or nonsensical. You must use your own independent judgment and exercise cautionwhen deciding how to use or interpret any Output. In particular, bear in mind the following:
-
No Professional Advice: The AI agents can answer questions in domains like legal, financial, or medical topics, but they are not lawyers, financial advisors, or doctors and their outputs do not constitute professional advice. Nothing in the Output should be taken as legal advice, financial planning advice, medical advice, or any other professional guidance. If you have specific concerns in any such field, you should consult a qualified professional. You should not rely on the App as a substitute for professional services or advice. Any actions you take based on Output are taken at your own risk.
-
Verification Required: Any facts, figures, analyses, or conclusions provided by the AI should be independently verified for accuracy. The AI may hallucinate (fabricate) sources, case law, or factual details. Always double-check important information against trustworthy sources. Do not assume an Output is correct or exhaustive. Especially before you make important decisions or take actions (for example, making business or investment decisions, submitting a legal filing, or taking a medical action), you must verify the Output’s accuracy and appropriateness.
-
Legality of Content: The AI could unknowingly produce content that touches on legal issues, but it does not knowthe specifics of your situation or jurisdiction. You are responsible for ensuring that your use of any Output (for example, using a contract clause suggested by the AI, or acting on advice it generated) is lawful and compliant with regulations. Decompute disclaims any liability for how you use the Output legally. If you are generating content for public dissemination, ensure it does not defame anyone or violate any laws – that responsibility lies with you.
-
No Guaranteed Results: We do not warrant that the AI’s predictions, recommendations, or analyses will achieve any particular outcome for you. For instance, using the AI to analyze finances or code does not guarantee you will save money or have bug-free software. You assume all risk for any decisions made based on Output.
-
Quality and Reliability: While we integrate known open-source models and strive to maintain high quality, Decompute does not guarantee that any particular model or version will always be available or that it will produce consistent results. Model outputs may vary and may contain biases or offensive content (despite mitigation efforts). You agree that you understand these risks and will not hold Decompute responsible for any content the AI generates. If you encounter Output that is offensive or inappropriate, you can stop using the Service and/or provide feedback to us, but your sole remedy for dissatisfaction with the Output is to discontinue use of the App.
Third-Party Services: The App itself performs on-device processing and generally does not call external APIs for AI functions. However, in certain cases, the App or its features may rely on third-party software, libraries, or services (for example, Apple’s APIs for speech-to-text, or open-source model repositories). Decompute makes no warranties or representations regarding any third-party services or content that might be accessed or used within the App. Your use of third-party services may be subject to their own terms and privacy policies. We are not responsible for the acts or omissions of any third parties.
No Guarantee of Availability: Decompute does not guarantee that the Services will always be available or that they will function on every device or with every configuration. There may be times when the App is unavailable due to maintenance, updates, technical issues, or reasons beyond our control. On-device operation means the App can work offline, but certain features (like verifying Pro plan status or checking location) might require internet connectivity. You agree that Decompute is not liable for any loss or damage arising from an inability to access or use the Services at any given time.
Beta Features: If we make beta or experimental features available, those are provided “as-is” without any warranties whatsoever and may be even less reliable than the main features. Use beta features at your own risk.
General Disclaimer: You understand and agree that your use of the App and any content generated by it is at your sole risk. Decompute does not warrant that the information presented in the App (whether provided by Decompute, by an AI model, or by any third party) is correct or reliable. No oral or written information or advice given by Decompute or its authorized representatives shall create any warranty. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you – in such case, any warranties required by law are limited in duration to 30 days from first use of the App.
-
To the maximum extent permitted by law, in no event will Decompute or its parent company, affiliates, officers, directors, employees, agents, partners, suppliers, or licensors be liable for any indirect, incidental, special, consequential, or punitive damages whatsoever. This includes, without limitation, damages for lost profits, lost data, loss of goodwill, service interruption, computer damage, system failure, the cost of substitute services, or any other intangible losses arising out of or in connection with: (a) your access to or use of (or inability to use) the App and Services; (b) any conduct or content of any other user or third party on or using the Services; (c) any content obtained through the Services (including any Output generated by the AI); or (d) unauthorized access, use, or alteration of your transmissions or content.
No Liability for Decisions: Specifically, Decompute will not be liable for any consequences resulting from your reliance on or use of any Output or information obtained through the Services. You are solely responsible for any actions you take (or refrain from taking) based on Output, and you agree that you use any Output at your own risk. For example, if you choose to follow advice or recommendations from the AI and incur losses or damages, you cannot hold Decompute responsible.
Monetary Cap: To the extent that any liability is not legally excludable, the total cumulative liability of Decompute and its affiliates for any claims arising out of or relating to these Terms or the Services shall not exceed the greater of:(i) the total amount (if any) you paid to Decompute for the Services in the 12 months immediately prior to the event giving rise to the claim (for example, if you purchased the Pro Plan for $4.99 and made no other payments, our liability would be capped at $4.99), or (ii) USD $100. This limitation applies whether the claims are based on warranty, contract, tort (including negligence), strict liability, or any other legal theory, even if we have been advised of the possibility of such damages.
Exceptions: Some jurisdictions do not allow the exclusion or limitation of certain damages. If you reside in such a jurisdiction, some of the above limitations may not apply to you to the extent prohibited by law. In such cases, Decompute’s liability will be limited to the maximum extent permitted by applicable law.
Basis of the Bargain: You acknowledge and agree that Decompute has offered the App and Services, and set its pricing (including offering a free tier), in reliance upon the disclaimers of warranty and the limitations of liability set forth herein. These disclaimers and limitations reflect a reasonable and fair allocation of risk between you and us and form an essential basis of the bargain between us. Absent such disclaimers and limitations, the terms and conditions of the Services would be substantially different, or we might not be able to offer the Services at all.
You agree to indemnify, defend, and hold harmless Decompute Inc., its parent, affiliates, and their respective officers, directors, employees, agents, partners, and licensors (collectively, the “Decompute Parties”) from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees and costs) that arise out of or relate to any third-party claims or legal proceedings brought against any of the Decompute Parties due to or arising out of:
-
Your use of the Services: Any use of the App or Services by you, including any Output generated through your account or your device, for any unlawful or improper purpose or in violation of these Terms. This includes, for example, claims that you used the AI to libel someone, to infringe someone’s copyright, or to misuse someone’s personal data.
-
Your Content: Any Input or Output that you provide, publish, share, or otherwise make available to others (including content that you generate and then share outside the App), and any claims that such content violates or infringes the rights of, or has caused harm to, a third party (including intellectual property rights, privacy rights, publicity rights, or contractual rights).
-
Violation of Terms: Your breach of any provision of these Terms, any warranty or representation you made in these Terms being untrue, or your violation of any applicable law or regulation in connection with your use of the Services.
-
Misuse: Any misuse of the App, including uses that are prohibited by our Acceptable Use Policy (Section 8) – for instance, using the App to generate malicious code that harms others, or attempting to circumvent security measures and causing damage.
We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate fully with us in asserting any available defenses. You may not settle any claim affecting a Decompute Party without our prior written consent, which we will not unreasonably withhold.
This indemnification obligation will survive any termination or expiration of these Terms and your use of the Services.
-
-
Please read this section carefully. It requires you to arbitrate disputes with Decompute and limits the manner in which you can seek relief. This Section 14 is referred to as the “Arbitration Agreement.”
-
14.1. Application of Arbitration Agreement: You and Decompute agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the use of the App, will be resolved solely by binding arbitration on an individual basis, except as set forth below. This includes, without limitation, disputes arising from or relating to the interpretation or application of this Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement. By agreeing to these Terms, you and Decompute waive the right to a trial by jury or to participate in a class action or representative proceeding for any covered dispute.
-
14.2. Initial Dispute Resolution: Most concerns can be resolved quickly and informally by contacting Decompute at the email or address provided in Section 16. You agree to try in good faith to negotiate with Decompute regarding any dispute for at least 30 days before initiating arbitration. If we are unable to resolve the dispute through informal negotiations within 30 days, either party may proceed to seek resolution through arbitration as set forth herein.
-
14.3. Arbitration Procedures: Arbitration shall be initiated through the American Arbitration Association (AAA), or an alternative established arbitration provider mutually agreed upon by the parties. If AAA is the chosen provider, the arbitration will be conducted under the AAA’s Consumer Arbitration Rules (if applicable due to the nature of the relationship) or other applicable AAA rules, as modified by this agreement. Arbitration will be conducted in the English language. A single, neutral arbitrator will be appointed. The arbitration may be conducted in person in Delaware, USA (the state of governing law), or, for your convenience, telephonically or via video conference, or at another mutually agreed location, at your choice if the AAA rules so provide. If you are a user located in India, you may request that any in-person hearings be held in a major city near your location to reduce inconvenience, but the substantive law applied (per Section 15) will still be Delaware law (subject to any contrary requirements under applicable consumer protection laws).
-
The arbitrator is empowered to grant whatever relief would be available in a court under law or in equity, including public injunctive relief if applicable law allows. The arbitrator’s award will include the reasoning behind any decision and shall be final and binding on both parties, subject to any limited right of review or appeal permitted by the FAA (Federal Arbitration Act) or other applicable law. Judgment on the arbitration award may be entered in any court having jurisdiction.
-
14.4. Arbitration Costs: Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules. If you are an individual consumer using the Services for personal or household use, and if applicable law or AAA rules classify you as a consumer, Decompute will cover any arbitration fees required by AAA for consumer disputes (to the extent those fees exceed the cost of filing a lawsuit in court). We will not seek attorneys’ fees or costs from you in arbitration unless the arbitrator determines that your claims are frivolous or brought in bad faith, in which case the arbitrator may award attorneys’ fees to the extent permitted by law. Likewise, you agree not to seek attorneys’ fees or costs in arbitration, except to the extent allowed by applicable law.
-
14.5. Class Action Waiver: You and Decompute agree that any arbitration (or, if arbitration is not enforced, any court proceeding) will be conducted on an individual basis and not as a class, collective, consolidated, or representative action. You and Decompute waive any right to pursue or participate in a class action, or to join claims with those of any other person or entity, in any forum. The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. The arbitrator can decide only your and/or Decompute’s individual claims. If this class action waiver is found to be unenforceable or unlawful for any reason in a particular case, then the entirety of this Arbitration Agreement shall be null and void for that case, and the parties agree that such claims shall be severed from arbitration and proceed in court (subject to Section 15, Governing Law and Venue), with all other claims in arbitration.
-
14.6. Exceptions to Arbitration: Notwithstanding the foregoing, either party may choose to pursue a dispute in court and not by arbitration if: (a) the dispute qualifies for resolution in small claims court (if it meets the jurisdictional requirements for small claims); or (b) the sole subject of the dispute is a claim for injunctive relief (including a claim for preliminary injunctive relief) concerning intellectual property misuse or infringement (for example, unauthorized use of Decompute’s trademarks, software piracy, or violation of intellectual property rights), in which case either party may seek relief in a court of competent jurisdiction without first engaging in arbitration. In addition, Decompute may file a lawsuit in court to address actual or threatened misuse of the Services (e.g., unauthorized access or use of our servers or software) notwithstanding the arbitration provision.
-
14.7. Opt-Out Right: You have the right to opt out of this Arbitration Agreement and Class Action Waiver by sending a written notice of your decision to opt out to the following email: hi@decompute.run (or via physical mail to: Decompute Inc., Attn: Legal Department – Arbitration Opt Out, [insert mailing address]). Your opt-out notice must include your name, address, the email associated with your Decompute/App Store account (if any), and an unequivocal statement that you wish to opt out of the arbitration and class action waiver provision. To be effective, this opt-out notice must be sent within 30 days of your first use of the Services or, if this Arbitration Agreement is later added to the Terms, within 30 days of when that change is communicated to you. If you opt out of arbitration, you and Decompute agree to resolve disputes according to Section 15 (Governing Law; Venue) below. Opting out of this Arbitration Agreement does not affect any other provisions of these Terms, including the governing law or venue provisions.
-
14.8. Severability: Except as provided in the Class Action Waiver clause above, if any portion of this Arbitration Agreement is found unenforceable or unlawful, such portion shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
-
This Arbitration Agreement shall survive termination of your use of the Services or any relationship between you and Decompute.
-
These Terms and any dispute arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of law principles, except to the extent superseded or preempted by U.S. federal law (including the Federal Arbitration Act for the interpretation and enforcement of the Arbitration Agreement in Section 14).
If for any reason a claim proceeds in court rather than in arbitration, or if any dispute is not required to be arbitrated as provided in Section 14, you and Decompute agree that exclusive jurisdiction and venue for any legal action will be the state or federal courts located in the State of Delaware, U.S.A. You and Decompute consent to the exercise of personal jurisdiction by such courts and waive any objection that such venue is inconvenient or improper. However, we reserve the right to seek injunctive or equitable relief in any jurisdiction if necessary to protect our interests or enforce our rights (as noted in Section 14.6).
International Users: Although the Services are only distributed in the U.S. and India, if you happen to access or use the Services from another jurisdiction, you do so at your own initiative and are responsible for compliance with any local laws. Regardless of your location, the governing law as stated above (Delaware) will apply to the extent not prohibited by applicable local law.
Entire Agreement: These Terms (along with any referenced documents such as the Privacy Policy and any additional guidelines or terms provided within the App) constitute the entire agreement between you and Decompute concerning the Services, and supersede all prior or contemporaneous understandings, agreements, representations, or communications, whether written or oral, regarding such subject matter. No oral or written information or advice given by any party shall create any warranty or representation not expressly contained in these Terms.
Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect. The invalid or unenforceable provision shall be deemed modified to the least degree necessary to remedy the invalidity or unenforceability, while preserving the intent of the original provision.
Waiver: No failure or delay by Decompute in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right or any other provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of Decompute. A single or partial exercise of a right or remedy by Decompute does not preclude further exercise of that or any other right or remedy. Decompute’s rights and remedies under these Terms are cumulative and not exclusive of any rights or remedies provided by law.
Assignment: You may not assign or transfer these Terms (or any rights or obligations in these Terms) without our prior written consent. Any attempted assignment by you in violation of this section is null and void. Decompute may freely assign or transfer these Terms (for example, in the event of a merger, acquisition, sale of assets, or by operation of law) without notice or consent. These Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
No Third-Party Beneficiaries: These Terms are for the benefit of you and Decompute only, and except as expressly provided in these Terms (e.g., the protections for Decompute Parties in the Indemnification section), they are not intended to confer any rights or benefits on any third party or to create any third-party beneficiary relationship.
Force Majeure: Decompute will not be liable for any failure or delay in performance of its obligations (excluding payment obligations, if any) under these Terms to the extent such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, government action, labor strikes, epidemics or pandemics, failure of utility or telecommunications infrastructure, or other force majeure event.
Headings: The section titles and headings in these Terms are for convenience only and have no legal or contractual effect. They shall not limit or affect any provision of these Terms, and are intended solely to make this document easier to read.
Contact Information: If you have any questions, concerns, or notices regarding these Terms or the Services, you may contact us at:
-
Decompute Inc.
-
Email: hi@decompute.run (for legal inquiries or notices)
-
Support Email: hi@decompute.run (for general support and questions about the App)
We will endeavor to respond to inquiries in a timely manner. Any notices required to be given to Decompute under these Terms (such as legal notices, or notices of dispute for arbitration opt-out) should be provided in writing via mail or email to the contact addresses above.
By using the Decompute AI Agent Platform, you acknowledge that you have read, understood, and agree to these Terms and Conditions. Thank you for using Decompute’s Services responsibly.
-
