Terms of Service

1. Introduction

These Terms of Service ("Terms") constitute a legally binding agreement between you, whether personally or on behalf of an entity ("you" or "User"), and Atherion LLC ("Atherion," "we," "us," or "our"). Your use of Atherion.app (the "Site") and all services made available through the Site, including our AI-powered development platform, cloud hosting, sandboxed environments, and related tools (collectively, the "Services") is subject to these Terms.

By using the Site and any of our Services, you:

• Acknowledge that you have read and understood these Terms;
• Agree to be bound by these Terms;
• Agree to our Privacy Policy; and
• Commit to comply with all applicable laws and regulations.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. We may revise these Terms at any time by posting updated terms on the Site. Your continued use of the Services after any such changes constitutes your acceptance of the revised Terms.

2. Definitions

• "Platform" means our AI-powered software platform, accessible through the Site, that lets you create applications and websites by interacting with artificial intelligence.
• "Customer Data" means any content, code, text, images, files, or other data that you input, upload, submit, host, or generate through the Services, including applications you create using the Platform.
• "AI Output" means code, content, designs, or other outputs generated by our AI systems in response to your inputs and prompts.
• "Sandbox" means our isolated cloud environment where your applications are built, run, and deployed.
• "Credits" means prepaid, non-refundable units you purchase or receive to use the Services.
• "Usage Data" means telemetry, logs, performance data, usage metrics, and other technical data generated by or in connection with your use of the Services.
• "Atherion Materials" means the Platform, the Services, the Site, and all related software, technology, documentation, tools, templates, algorithms, models, interfaces, and content we provide.

3. Eligibility

You may use the Services only if:

• You are at least eighteen (18) years old or the age of majority in your jurisdiction and have the legal capacity to enter into a binding contract.
• You are not located in, or acting on behalf of a person or entity located in, a country or territory subject to U.S. government embargoes or sanctions.
• You are not on any U.S. government list of restricted or prohibited parties.

The Services are not intended for individuals under the age of eighteen (18). If we discover that we have collected personal data from a minor without verifiable parental consent, we will promptly delete that information. If you are using the Services on behalf of a company or other entity, you further represent that you have authority to bind that entity to these Terms.

4. License to Use Our Services

Subject to these Terms, we grant you a limited, personal, non-exclusive, non-transferable, revocable license to access and use the Services for your personal or internal business purposes, as permitted by your subscription plan. This license does not give you any ownership interest in the Services or Atherion Materials, and all rights not expressly granted are reserved by us.

This license terminates immediately if you violate these Terms or your account is terminated for any reason.

Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account, whether or not authorized by you. You agree to (a) use a strong, unique password and keep your credentials confidential; (b) enable multi-factor authentication where available; and (c) notify us immediately at support@atherion.app upon discovering any unauthorized access to or use of your account. Atherion will not be liable for any loss or damage arising from unauthorized access to or use of your account attributable to your failure to maintain credential security.

5. License Restrictions

You agree not to, and not to allow others to:

• Copy, modify, distribute, sell, lease, sublicense, or otherwise exploit the Services or Atherion Materials except as expressly permitted.
• Resell, provide, or make the Services available to any third party on a service bureau or time-sharing basis.
• Share your account credentials or allow unauthorized access to your account.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, models, or algorithms underlying the Services.
• Bypass or disable any security, usage, or access controls.
• Use automated tools (such as bots, scrapers, or crawlers) to access or interact with the Services without our written permission.
• Upload, transmit, or distribute any malicious code, viruses, or harmful content.
• Overload, disrupt, or interfere with the normal operation of the Services.
• Use the Services to harass, defame, impersonate, or otherwise harm others.
• Use the Services in violation of applicable laws, regulations, export controls, or sanctions.
• Use the Services to generate or disseminate harmful, misleading, unlawful, or infringing content.
• Use AI Output without appropriate review in high-risk or sensitive contexts (including medical, legal, financial, or safety-critical uses).
• Extract, reconstruct, or attempt to determine model weights, training data, or system logic.
• Use the Services, AI Output, or prompts to train, develop, or improve competing AI models.
• Mine cryptocurrency or engage in any resource-intensive activities not related to legitimate use of the Services.

The restrictions in this section constitute Atherion's Acceptable Use Policy ("AUP"). We may publish a standalone AUP document providing additional guidance on prohibited activities. In the event of a conflict between these Terms and any separately published AUP, the more restrictive provision governs. We reserve the right to update the AUP in accordance with the notice procedures in Section 17 (Changes to These Terms).

6. Ownership & Intellectual Property

Our Rights

We (and our licensors) own all rights, title, and interest in and to the Services and Atherion Materials. This includes the Platform, all underlying software, infrastructure, technology, databases, APIs, models, algorithms, interfaces, and tools, and all improvements, modifications, or derivative works of the foregoing. Except for the limited license we grant you under these Terms, we reserve all rights in and to the Services and Atherion Materials.

Your Rights

You retain ownership of your Customer Data, including the applications, websites, code, and other projects you build using the Services. As between us, you also own any AI Output generated for you through the Services, to the extent permitted by applicable law, subject to any third-party rights in the underlying models, training data, or outputs.

License Grant to Atherion

To provide the Services, you grant us a worldwide, non-exclusive, royalty-free license to use, copy, modify, process, and display your Customer Data as necessary to:

• Operate, maintain, and improve the Services;
• Provide technical support and troubleshooting;
• Ensure security and prevent abuse.

We will not use your private Customer Data for model training without your explicit consent. If you do not want your Customer Data used for any purpose beyond providing the Services, you may opt out by contacting us or upgrading to an Enterprise plan with enhanced data-handling controls.

Usage Data

We own all Usage Data generated by or in connection with your use of the Services. We may use Usage Data for any business purpose, including monitoring, analytics, benchmarking, improving the Services, and developing new features or offerings.

Feedback

If you provide us with any feedback, suggestions, ideas, or other information relating to the Services ("Feedback"), you agree that we may use, copy, modify, distribute, publish, or otherwise exploit that Feedback for any purpose without restriction or compensation to you.

7. Billing & Payments

Subscription Plans

You can use the Platform under a free or paid plan, as described on the Site. Paid plans are billed in advance on a monthly or annual basis and renew automatically unless you cancel before the renewal date in your account settings. Plan limits (features, usage thresholds) are described on the Site and may change from time to time.

Credits System

Certain Services may run on Credits. Credits are consumed as you use those Services and are in addition to any Platform subscription fees. Credits are prepaid, non-refundable, and non-redeemable for cash or any other value. Credits represent only a limited license to access the Services and are not deposits, stored value, or financial instruments.

Payment Terms

We accept Visa, Mastercard, American Express, and other major payment methods through our payment processor (Stripe). You agree to provide current, complete, and accurate purchase and account information. Fees are exclusive of taxes; you are responsible for any applicable taxes, duties, or government charges. All payments shall be in U.S. dollars.

Refund Policy

All fees paid for subscriptions and Credits are non-refundable except where expressly required by applicable law. Atherion's Services are delivered in real time through third-party AI providers and infrastructure partners, each of whom charges Atherion per-request upon execution. Because these costs are incurred immediately upon each agent task or API call, Atherion cannot recover or reverse fees that have already been remitted to upstream providers.

If you cancel your subscription, you will retain access to the Services through the end of your current paid billing period. No pro-rated or partial refunds will be issued for unused time within a billing period.

Rollover Credits: Any accumulated or "rolled over" credits are a benefit of an active subscription. If you cancel your subscription or if your account is terminated for violation of these Terms (including abuse), all accumulated credits are immediately forfeited and cannot be refunded, redeemed for cash, or transferred.

8. AI Services & Disclaimer

The Services leverage artificial intelligence models operated by Atherion and its third-party provider partners to execute tasks and generate outputs on your behalf ("AI Output"). As the user of AI-assisted tools, you retain sole responsibility for:

• Evaluating and validating AI Output for accuracy, completeness, and fitness for your intended purpose prior to use;
• Ensuring that your use of AI Output complies with applicable laws, regulations, and third-party intellectual property rights;
• Applying appropriate professional judgment and safeguards when using AI Output in regulated, sensitive, or mission-critical domains, including medical, legal, financial, or safety-related contexts.

AI Output may be similar or identical to content generated for other users who submit similar prompts. We do not guarantee that AI Output will be unique, free of third-party rights, accurate, or suitable for any particular purpose.

Third-Party AI Providers: We may use third-party AI providers (such as OpenAI, Anthropic, or Google) to power certain features. By using the Services, you consent to your inputs being transmitted to these providers solely for the purpose of generating AI Output, subject to their respective privacy policies and terms.

9. Customer Data & Privacy

No Sensitive Data

You agree not to upload, input, or otherwise provide any protected health information under HIPAA, or any other sensitive categories of data (such as financial account numbers, government identifiers, or biometric data). Our Services are not designed to handle that type of data, and we disclaim all responsibility if you choose to submit it.

Data Processing

The Services run in part on third-party infrastructure providers and AI systems. By using the Services, you consent to the transfer, processing, and storage of your Customer Data by these providers as necessary to deliver the Services. We will not use raw or identifiable personal information for model training. For more details, please see our Privacy Policy.

Data Retention & Deletion

We may retain Customer Data as long as reasonably necessary to provide the Services. Upon account termination or deletion request, we will delete your personal data within 30 days, except for data required for fraud prevention, legal compliance, or legal defense purposes. Backups may retain data for up to 90 days before permanent deletion.

10. Service Availability & Dependencies

We provide the Services using a combination of our own technology and third-party providers, including cloud infrastructure, AI model providers, and other technology partners. We do not guarantee the uninterrupted availability, performance, or security of the Services. Interruptions, delays, or errors may occur as a result of factors outside our reasonable control, including failures of third-party providers, scheduled or emergency maintenance, or force majeure events.

We reserve the right to modify or discontinue, temporarily or permanently, all or any portion of the Services at any time. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of all or any portion of the Services.

Beta and Pre-Release Features

We may make available certain features, tools, or capabilities designated as "Beta," "Preview," "Experimental," or similar ("Beta Features"). Beta Features are provided on an as-is, as-available basis without any warranty, SLA, or support commitment. Beta Features may be modified, discontinued, or transitioned to general availability at any time without notice. Your use of Beta Features is at your sole risk.

Force Majeure

Neither party will be liable for any delay or failure to perform any obligation under these Terms to the extent such delay or failure is caused by circumstances beyond that party's reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government actions, labor disputes, power or telecommunications outages, or failures of third-party infrastructure or service providers. The affected party will provide prompt notice and use reasonable efforts to resume performance as soon as practicable.

Service Level Agreement

Atherion does not provide a service level agreement ("SLA") or guaranteed uptime commitment for standard subscription plans. Enterprise customers may negotiate SLA terms, including uptime targets, credit remedies, and support response times, as part of a separately executed Enterprise Agreement. Interruptions or downtime experienced under standard plans do not entitle you to service credits, refunds, or any other compensation.

Fair Use & Rate Limiting

To preserve the availability and integrity of the Services for all users, Atherion reserves the right to implement rate limits, usage caps, throttling, or other technical controls at its sole discretion. Usage patterns that materially exceed the intended scope of your subscription plan, constitute automated bulk requests, or are otherwise disruptive may result in throttling, temporary suspension, or termination of your account without refund.

11. Suspension & Termination

Where practicable, we will provide advance notice and a reasonable opportunity to cure before suspending or terminating your account. Notwithstanding the foregoing, we reserve the right to suspend or terminate your account immediately and without prior notice if we reasonably determine that you have:

• Violated these Terms (including the License Restrictions);
• Engaged in fraudulent, abusive, or unlawful activity;
• Failed to pay fees when due;
• Exceeded usage limits or engaged in resource abuse.

You may terminate your account at any time through your account settings. Upon termination, your right to access the Services ends immediately, and any unused Credits are forfeited. We may delete all of your Customer Data upon termination.

The following provisions expressly survive the termination or expiration of these Terms for any reason: Section 2 (Definitions), Section 6 (Ownership & Intellectual Property), Section 7 (Billing & Payments) with respect to fees incurred prior to termination, Section 8 (AI Services & Disclaimer), Section 12 (Disclaimer of Warranties), Section 13 (Limitation of Liability), Section 14 (Indemnification), Section 15 (Copyright & DMCA), Section 16 (Governing Law, Arbitration & Dispute Resolution), and all applicable provisions of Section 18 (Miscellaneous).

12. Disclaimer of Warranties

THE SERVICES (INCLUDING THE PLATFORM, AI OUTPUT, AND ALL CONTENT) ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE AND OUR LICENSORS AND PROVIDERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, ABOUT THE SERVICES OR ANY RESULTS YOU MAY OBTAIN. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF HARMFUL CODE, OR THAT AI OUTPUT WILL BE ACCURATE, RELIABLE, OR SUITABLE FOR YOUR INTENDED USE.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR LICENSORS, PROVIDERS, AFFILIATES, AND OFFICERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WE WILL NOT BE LIABLE FOR ANY DOWNTIME, FAILURES, DELAYS, OR OTHER ISSUES CAUSED BY THIRD-PARTY PROVIDERS; FOR ERRORS OR INACCURACIES IN AI OUTPUT; FOR ANY ACT OR OMISSION BY YOU, YOUR USERS, OR ANYONE USING YOUR ACCOUNT; OR FOR LOSS OF CUSTOMER DATA, EXCEPT TO THE EXTENT CAUSED BY OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

IN NO EVENT WILL OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS EXCEED THE AMOUNT YOU PAID US FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

14. Indemnification

You agree to indemnify and hold us harmless from any claims, damages, losses, or expenses (including reasonable legal fees) arising out of or related to:

• Your use or misuse of the Services;
• Your Customer Data, including any claims of infringement, misappropriation, or violation of third-party rights;
• Your violation of these Terms or applicable laws;
• Your violation of the terms of any third-party AI provider or infrastructure provider;
• Any content you create, deploy, or distribute using the Services.

Atherion's Limited Indemnification

Subject to the limitations in Section 13, Atherion will defend you against any third-party claim alleging that the Atherion Materials (excluding Customer Data, AI Output, and any third-party components), as provided by Atherion and used by you in material compliance with these Terms, directly infringe a third party's registered intellectual property rights. Atherion will indemnify you for damages and costs finally awarded by a court of competent jurisdiction or agreed in a written settlement approved by Atherion. This obligation does not apply to the extent a claim arises from: (a) your modification of the Atherion Materials; (b) your combination of the Atherion Materials with third-party products not provided by Atherion; (c) your Customer Data or AI Output; or (d) your violation of these Terms.

Indemnification Procedure: Each party's indemnification obligations are conditioned on the indemnified party (a) promptly notifying the indemnifying party in writing upon becoming aware of the claim; (b) granting the indemnifying party sole control over the defense and settlement; and (c) providing reasonable cooperation at the indemnifying party's expense. The indemnifying party will not settle any claim in a manner that imposes obligations on the indemnified party without the indemnified party's prior written consent, not to be unreasonably withheld.

15. Copyright & DMCA

We respect intellectual property rights and comply with the Digital Millennium Copyright Act ("DMCA"). If you believe your copyrighted work has been copied and made available through the Services in a way that constitutes infringement, please send a written notice to our designated agent with:

• Identification of the copyrighted work claimed to have been infringed;
• Identification of the material that is claimed to be infringing, with enough detail to locate it;
• Your contact information (name, address, phone number, and email);
• A statement that you have a good-faith belief that the use is not authorized;
• A statement that the information is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner;
• Your physical or electronic signature.

Our designated agent for DMCA notices is: legal@atherion.app

16. Governing Law, Arbitration & Dispute Resolution

Governing Law

These Terms and any dispute or claim arising out of or relating to them, the Services, or your use of the Services will be governed by and construed under the laws of the State of Delaware, without regard to its conflict of law principles.

Mandatory Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT MATERIALLY AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR ABILITY TO BRING CLAIMS IN COURT.

Except as stated below, you and Atherion agree that any dispute, controversy, or claim arising out of or relating to these Terms, the Services, or the breach, termination, enforceability, or validity of these Terms (collectively, "Disputes") will be resolved exclusively by final and binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration will be conducted in English. The arbitrator's award will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Opt-Out Right: You may opt out of this arbitration agreement by sending written notice to legal@atherion.app with the subject line "Arbitration Opt-Out" within thirty (30) days of the date you first accept these Terms. If you opt out, Disputes will be resolved as set forth under Litigation Forum below.

Class Action & Collective Proceeding Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND ATHERION EACH WAIVE THE RIGHT TO PARTICIPATE IN OR BRING ANY CLAIM AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION, COLLECTIVE ARBITRATION, CONSOLIDATED PROCEEDING, OR REPRESENTATIVE ACTION. ALL DISPUTES MUST BE BROUGHT SOLELY ON AN INDIVIDUAL BASIS. IF THIS CLASS ACTION WAIVER IS FOUND UNENFORCEABLE WITH RESPECT TO A PARTICULAR CLAIM, THAT CLAIM WILL PROCEED IN COURT RATHER THAN IN ARBITRATION, WHILE ALL OTHER CLAIMS SUBJECT TO ARBITRATION REMAIN IN ARBITRATION.

Small Claims & Equitable Relief

Notwithstanding the foregoing, either party may bring an individual action in a small claims court of competent jurisdiction. Either party may also seek provisional injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidentiality obligations, without the requirement to post a bond or prove actual damages.

Litigation Forum

For any Disputes not subject to mandatory arbitration (including Disputes by users who have validly exercised the opt-out right), each party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts sitting in Wilmington, Delaware, and waives any objection to such jurisdiction or venue.

Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES.

17. Changes to These Terms

We may update these Terms from time to time to reflect changes in our Services, business practices, or applicable law. When we make material changes, we will provide at least thirty (30) days' advance notice by email to the address associated with your account, by in-product notification, or by posting a prominent notice on our website, indicating the new effective date. For non-material changes, we will update the "Last Updated" date and such changes will take effect immediately upon posting.

Your continued use of the Services after the effective date of any revised Terms constitutes your acceptance of the changes. If you do not agree with any revised Terms, you must cease using the Services prior to the effective date.

18. Miscellaneous

Entire Agreement

These Terms, together with our Privacy Policy and any supplemental terms, order forms, or agreements expressly incorporated by reference (including any Data Processing Agreement or Enterprise Agreement applicable to your account), constitute the entire agreement between you and Atherion regarding the Services and supersede all prior or contemporaneous agreements, communications, and understandings. In the event of a conflict between these Terms and any separately executed Enterprise Agreement or Data Processing Agreement, the terms of that separate agreement will govern with respect to the subject matter covered therein.

Assignment

You may not assign, delegate, or transfer these Terms without our prior written consent. We may assign or transfer these Terms, in whole or in part, without restriction.

Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

Waiver

Our failure to enforce any right or provision in these Terms will not be considered a waiver of those rights.

Export Controls & Sanctions Compliance

The Services and related technology may be subject to U.S. export control laws and regulations, including the Export Administration Regulations ("EAR") administered by the U.S. Department of Commerce Bureau of Industry and Security, and economic sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"). You represent, warrant, and covenant that:

• You are not located in, incorporated in, or ordinarily resident in a country or territory subject to comprehensive U.S. government embargoes or sanctions;
• You are not listed on, and are not 50% or more owned or controlled by any person listed on, any U.S. government restricted-party list, including OFAC's Specially Designated Nationals List, the BIS Entity List, or the Denied Persons List;
• You will not use the Services in connection with the design, development, production, or use of chemical, biological, nuclear, or radiological weapons, or for any other use prohibited under applicable export control or sanctions law; and
• You will comply with all applicable export control, import, and sanctions laws and regulations in connection with your use of the Services.

If Atherion determines that your use of the Services may violate applicable export control or sanctions laws, Atherion reserves the right to suspend or terminate your access immediately and without liability.

Equitable Relief

You acknowledge that a breach or threatened breach of your obligations relating to intellectual property rights, confidentiality, or the license restrictions in Section 5 would cause Atherion irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, Atherion is entitled to seek injunctive or other equitable relief to prevent or remedy such breach, without the requirement to post a security bond or prove actual damages, in addition to all other rights and remedies available at law or in equity.

Notices

We may provide notices to you by email to the address associated with your account, through in-product notifications, or by posting on our website. Notices are deemed given when sent. All legal notices to us must be sent to: legal@atherion.app

19. Contact Us

If you have any questions about these Terms or the Services, please contact us: