Services Agreement

1. The Parties

This Agreement is between Barbed Technology ("Provider") and the individual or entity identified on the applicable invoice ("Client").

2. Services

Provider agrees to design, configure, deploy, and maintain a personal AI agent (the "Agent") for Client via the Telegram messaging platform. Services include an initial onboarding session, ongoing support, and reasonable updates.

3. Fees and Payment

Fees are due within 30 days of invoice. Late payments accrue 1.5% monthly interest. Provider may suspend services if payment is 15+ days overdue.

4. Intellectual Property

Provider retains all IP in the Agent software, configuration tools, and frameworks. Client receives a non-exclusive, non-transferable license to use the Agent. Client retains ownership of its own data.

5. Confidentiality

Both parties agree to hold each other's confidential information in strict confidence and use it only for the purposes of this Agreement.

6. Data Privacy and Security

Provider processes Client Data only as needed to provide services. The Agent relies on third-party platforms (Telegram, AI model providers, cloud infrastructure); Provider is not responsible for their availability or security. Client Data is never sold or used to train public AI models.

7. AI-Specific Terms

AI models are probabilistic and may produce inaccurate, incomplete, biased, or flawed output ("Hallucinations"). Key terms:

• No guarantee of accuracy — AI output may be wrong. Client must verify before relying on it.
• Client responsibility — Client assumes all risk of using AI-generated content.
• Human oversight required — The Agent is a tool, not a replacement for human judgment.
• No medical, legal, or financial advice — Consult qualified professionals for such matters.
• Prohibited uses — No illegal, fraudulent, defamatory, discriminatory, or harmful use. No spam, phishing, or malicious code.

8. Warranties and Disclaimers

Provider warrants services will be performed professionally. All other warranties are expressly disclaimed. The Agent is provided "AS IS" with no warranty of uninterrupted or error-free operation.

9. Limitation of Liability

To the maximum extent permitted by law, Provider is not liable for:

• Indirect, incidental, or consequential damages
• AI hallucinations and inaccurate output
• Unauthorized or illegal use of the Agent by Client
• Data loss, corruption, or unauthorized access
• Third-party service failures (OpenAI, Anthropic, Telegram, cloud providers)
• Client's failure to maintain human oversight or verify output

Provider's total liability is capped at the total fees paid by Client in the prior 12 months.

10. Indemnification

Client agrees to indemnify and hold Provider harmless from claims arising out of: (a) Client's use of the Agent in violation of this Agreement or law; (b) Client Data that infringes third-party rights; (c) Client's failure to maintain oversight or verify output; (d) Client's gross negligence or willful misconduct.

11. Term and Termination

Either party may terminate with 30 days' written notice, or immediately for material breach not cured within 15 days. Upon termination, the Agent license ends immediately; outstanding fees remain due.

12. General Provisions

Governed by Delaware law. Disputes resolved through binding arbitration in Wilmington, Delaware. The Agreement constitutes the entire understanding between the parties.