OFIA · LEGAL

Terms of Service

Last updated: April 29, 2026

These Terms of Service ("Terms") form a binding agreement between you ("you", "your", or "Customer") and Ofia, a Delaware corporation ("Ofia", "we", "us", or "our")governing your access to and use of the website located at ofia.ai (the "Site"), the Ofia software platform (the "Platform"), and any consultancy, advisory, or implementation services we provide (collectively, the "Services"). By accessing the Site, signing an order form or statement of work, or using any part of the Services, you accept these Terms. If you do not accept them, do not use the Services.

If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.

1. The Services

Ofia is an AI agency and platform. We sit alongside our clients to encode their decision rights, operating norms, and rhythm into a structured organizational contract (a "principles.toml" configuration, a hierarchy of agent "spaces," and trust contracts), and we then operate AI agents bound to that contract on the client's behalf. The Platform observes agent actions and human-agent interactions in order to refine that encoded contract over time.

Specific features, deliverables, fees, service levels, and acceptance criteria for any paid engagement are governed by a separately executed order form, statement of work, or master services agreement (each, an "Order"). In the event of a conflict between these Terms and an Order, the Order controls for that engagement.

2. Accounts and Access

2.1 Eligibility

You must be at least 18 years old and capable of forming a binding contract to use the Services. The Services are intended for business use; they are not directed to children.

2.2 Account credentials

You are responsible for safeguarding any credentials we issue you, for all activity that occurs under those credentials, and for promptly notifying us at contact@ofia.ai if you suspect unauthorized access.

2.3 Gated and confidential surfaces

Certain pages on the Site — including, without limitation, investor materials located at /vc — are protected by HTTP Basic Authentication or other access controls. Credentials issued to you for those pages are personal, non-transferable, and provided in confidence. By using such credentials, you agree to:

• treat the materials behind them as Ofia Confidential Information (see Section 6);
• not share, redistribute, screenshot, post, scrape, or republish any portion of those materials without our prior written consent;
• use those materials solely to evaluate a potential investment, partnership, or commercial relationship with Ofia.

3. Client Engagements

3.1 Engagement scope

A typical Ofia engagement begins with a structured 4-week onboarding during which we work with your team to encode your organization's decision rights, escalation paths, operating cadence, and tone into the Platform. Following onboarding, the Platform runs agents bound to that contract on an ongoing basis. The exact scope, milestones, and KPIs for your engagement are set out in your Order.

3.2 Customer responsibilities

You will:

• designate qualified personnel with sufficient authority to make decisions during onboarding;
• provide timely, accurate input regarding your operating norms, policies, and any data necessary for us to perform the Services;
• ensure that any data you make available to us has been collected and is shared with us in compliance with applicable law and your own privacy commitments;
• review and approve agent permissions, trust contracts, and integrations before they go live, and supervise agent output that materially affects your business or third parties.

4. Intellectual Property

4.1 Ofia IP

As between the parties, Ofia owns and retains all right, title, and interest in and to the Site, the Platform, the underlying software, the principles.toml schema, the spaces and trust-contract framework, the agent orchestration system, our methodologies, templates, models, configurations, documentation, and all improvements to any of the foregoing (collectively, "Ofia IP"), including all intellectual property rights therein. No rights are granted to you in Ofia IP except for the limited right to use the Services as expressly permitted in these Terms or your Order.

4.2 Customer Data

As between the parties, you own and retain all right, title, and interest in and to the data, content, documents, transcripts, and other materials you or your authorized users submit, transmit, or make available to the Services ("Customer Data"). You grant Ofia a limited, non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Customer Data solely as necessary to provide and improve the Services for you, to comply with law, and to enforce these Terms.

4.3 Outputs

Subject to your payment of all fees and your compliance with these Terms, Ofia assigns to you all right, title, and interest it may have in the deliverables and agent outputs produced specifically for you under an Order ("Outputs"), other than Ofia IP and any third-party materials embedded therein. Outputs may incorporate generative AI content; see Section 7.

4.4 Feedback

If you provide suggestions, ideas, or feedback regarding the Services, you grant Ofia a perpetual, irrevocable, royalty-free license to use that feedback for any purpose, without restriction or compensation.

5. Acceptable Use

You will not, and will not permit any third party to:

• use the Services to violate any applicable law, regulation, or third-party right;
• upload or transmit any content that is unlawful, infringing, defamatory, or that contains malware;
• attempt to reverse engineer, decompile, scrape, or otherwise derive the source code or underlying ideas of the Platform, except to the extent that applicable law expressly prohibits such restrictions;
• interfere with or disrupt the Services, probe for vulnerabilities, or circumvent any access control, rate limit, or authentication mechanism;
• use the Services or any Output to develop a competing product or to train a model that would compete with the Platform;
• use the Services to make automated decisions producing legal or similarly significant effects on individuals without appropriate human review and disclosures required by applicable law;
• submit to the Services any data subject to specially-regulated regimes (e.g., PCI-DSS cardholder data, HIPAA-regulated PHI, government-classified information, or biometric identifiers) unless we have agreed in writing in advance and signed any required data protection or business-associate agreement.

6. Confidentiality

"Confidential Information" means any non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Without limiting the foregoing, Confidential Information of Ofia includes the Platform's architecture, source code, pricing, roadmap, investor materials, and unreleased features; Confidential Information of Customer includes Customer Data, the contents of any principles.toml encoded for Customer, and Customer's business operations. Each Recipient will (i) use the Discloser's Confidential Information only as necessary to exercise rights or perform obligations under these Terms, (ii) protect it using at least the same degree of care it uses for its own confidential information of like importance (and in no event less than reasonable care), and (iii) limit access to personnel and contractors with a need to know who are bound by written confidentiality obligations no less protective than these Terms.

7. AI-Specific Terms and Disclaimers

The Services use large language models and other machine learning systems ("AI Models"), including third-party models provided by subprocessors such as Anthropic and OpenAI. You acknowledge and agree that:

• AI Outputs are probabilistic. AI Outputs may be inaccurate, incomplete, biased, or misleading. They may also produce similar or identical content for multiple users. You are solely responsible for evaluating AI Outputs and for any decisions made based on them.
• Not professional advice. AI Outputs do not constitute legal, financial, tax, medical, regulatory, or other professional advice. You should not rely on them as a substitute for advice from a qualified professional.
• Human oversight. You are responsible for configuring appropriate trust contracts, escalation paths, and human-in-the-loop review for any high-stakes agent action, and for supervising the Platform's operation in your environment.
• No training on your data. We do not use Customer Data to train third-party AI Models, and we contractually require subprocessors providing AI Models to abstain from training on Customer Data submitted via Ofia. We may use anonymized, aggregated operational metadata to improve the Platform itself, as further described in our Privacy Policy.
• Third-party model terms. Your use of AI Models is also subject to the acceptable-use and content policies of the underlying providers, which we will reasonably pass through to you.

8. Privacy and Data Protection

Our handling of personal data is described in our Privacy Policy, which is incorporated into these Terms by reference. Where you provide us with personal data subject to the GDPR, UK GDPR, or California privacy law for processing as part of the Services, the parties will execute Ofia's Data Processing Addendum ("DPA"), which incorporates the EU Standard Contractual Clauses where applicable. The DPA is available on request at contact@ofia.ai.

9. Fees and Payment

Fees for paid Services are set forth in your Order. Unless otherwise stated, fees are quoted in U.S. dollars, are non-refundable, are due net thirty (30) days from the invoice date, and are exclusive of taxes (other than taxes on Ofia's net income). Late amounts accrue interest at the lower of 1.5% per month or the maximum rate permitted by law.

10. Term and Termination

These Terms apply from the moment you first use the Services and continue until terminated. Either party may terminate an Order or your access to the Services for material breach not cured within thirty (30) days of written notice. We may also suspend or terminate your access immediately if your use poses a security risk, may subject us to liability, or is otherwise materially non-compliant. Upon termination, all rights granted to you terminate, and we may delete Customer Data after a reasonable period in accordance with our Privacy Policy. Sections that by their nature should survive (including IP, confidentiality, disclaimers, limitation of liability, indemnity, and governing law) survive termination.

11. Warranties and Disclaimer

We will perform any professional Services in a workmanlike manner consistent with generally accepted industry practice. EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICES, THE SITE, AND ALL AI OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND OFIA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. OFIA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT AI OUTPUTS WILL BE ACCURATE OR MEET YOUR REQUIREMENTS.

12. Indemnification

You will defend, indemnify, and hold harmless Ofia and its officers, directors, employees, and agents from and against any third-party claim, loss, damage, liability, cost, or expense (including reasonable attorneys' fees) arising out of or related to (a) your or your users' use of the Services in violation of these Terms or any Order, (b) Customer Data, including any allegation that Customer Data infringes a third party's rights or violates law, or (c) your reliance on, or any decision made or action taken on the basis of, any AI Output.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OFIA OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OFIA'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (i) THE FEES PAID OR PAYABLE BY YOU TO OFIA UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED U.S. DOLLARS (USD $100). THESE LIMITS APPLY IN AGGREGATE TO ALL CLAIMS AND ARE A FUNDAMENTAL PART OF THE BARGAIN BETWEEN THE PARTIES.

14. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, excluding its conflict-of-laws rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco County, California for any dispute that is not subject to arbitration or that is permitted to be brought in court.

15. General

Force majeure. Neither party will be liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control.

Assignment. You may not assign these Terms without our prior written consent, except to a successor in connection with a merger or sale of all or substantially all of your assets. We may assign these Terms freely.

Entire agreement. These Terms, together with any executed Order, the DPA (if applicable), and our Privacy Policy, constitute the entire agreement between the parties with respect to the Services and supersede any prior or contemporaneous agreements.

Changes. We may update these Terms from time to time. If we make a material change, we will provide reasonable notice (e.g., by posting a notice on the Site or emailing your account contact). Continued use of the Services after the effective date of an update constitutes acceptance of the updated Terms.

Severability; waiver. If any provision is held unenforceable, the remaining provisions remain in effect. A failure to enforce a right is not a waiver.

16. Contact

Questions about these Terms? contact@ofia.ai