The fine print.
Last updated · May 6, 2026
These Terms of Service (the "Terms") govern access to and use of the ToolPlex public website, applications, and any Services provided by ToolPlex LLC ("ToolPlex," "we," "us," or "our") that are not covered by a separately executed agreement.
By accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services.
1. Order of Precedence
If Customer has executed a Service Agreement, POC Contract, Master Service Agreement, Order Form, or other written agreement with ToolPlex (each a "Customer Agreement"), the Customer Agreement controls and supersedes these Terms with respect to that Customer's use of the Services. These Terms apply only to:
(a) Use of the public ToolPlex website and marketing materials;
(b) Pre-contract evaluation, demos, and discussions; and
(c) Any use of the Services not covered by an executed Customer Agreement.
In the event of any conflict between these Terms and a Customer Agreement, the Customer Agreement controls.
2. The Services
ToolPlex provides an enterprise AI platform that delivers custom-built demand forecasting, customer intelligence, operational AI agents, and related capabilities to enterprise Customers under written agreements. The Services are not offered as a self-serve subscription. ToolPlex may modify, suspend, or discontinue any portion of the Services at any time.
3. Eligibility and Authorization
The Services are intended for use by businesses and authorized individuals acting on their behalf. By accessing the Services, you represent and warrant that:
(a) You are at least 18 years old;
(b) You have authority to bind any organization on whose behalf you are acting;
(c) You and any organization on whose behalf you are acting are not located in, organized under the laws of, or ordinarily resident in a jurisdiction subject to comprehensive U.S. trade sanctions; and
(d) You are not on any U.S. or applicable government denied-party or restricted-party list.
4. Engagement Model
ToolPlex engages with Customers in three phases, each governed by a written agreement (or by these Terms where no written agreement is in place):
- Discovery and fit study. Pre-contract evaluation. Free.
- Results-driven POC. A scoped engagement governed by a POC Contract.
- Ongoing engagement. A flat monthly engagement governed by a Service Agreement.
Final scope, fees, payment terms, deliverables, milestones, acceptance criteria, and service levels are set in the applicable Customer Agreement.
5. Customer Content
"Customer Content" means data, files, documents, configurations, and other materials a Customer submits to the Services or that ToolPlex draws from a Customer's systems for use by the Services on Customer's behalf.
Customer retains all rights, title, and interest in Customer Content. Customer grants ToolPlex a limited, worldwide, royalty-free license to access, process, store, and transmit Customer Content solely as necessary to provide, secure, and improve the Services for that Customer and to comply with law.
Customer represents and warrants that it has all rights and consents necessary to provide Customer Content to ToolPlex and that Customer Content does not violate any law, regulation, or third-party right.
6. Ownership of the Services and Work Product
ToolPlex retains all rights, title, and interest in and to:
(a) The Services and the ToolPlex platform;
(b) All software, models, weights, algorithms, training methodology, configurations, integrations, connectors, playbooks, automations, agents, prompts, scripts, and tools, whether developed before, during, or after any engagement with Customer;
(c) All derivatives, improvements, modifications, and enhancements of the foregoing, regardless of who conceives or develops them;
(d) All de-identified, aggregated data described in our Privacy Policy; and
(e) All feedback, suggestions, and ideas provided by Customer or its personnel concerning the Services, all of which Customer hereby assigns to ToolPlex without restriction or compensation.
Customer receives a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the term of the applicable Customer Agreement and solely for Customer's internal business purposes. No rights are granted by implication, estoppel, or otherwise. ToolPlex reserves all rights not expressly granted.
7. AI Outputs
The Services use machine learning models and AI agents that produce outputs ("AI Outputs") which may be inaccurate, incomplete, biased, outdated, or otherwise unsuitable. AI Outputs are generated automatically and are not reviewed for accuracy.
CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING, VALIDATING, AND DECIDING WHETHER TO ACT ON ANY AI OUTPUT. TOOLPLEX MAKES NO WARRANTY THAT AI OUTPUTS WILL BE ACCURATE, FIT FOR A PARTICULAR PURPOSE, OR FREE FROM BIAS OR ERROR. CUSTOMER WILL NOT RELY ON AI OUTPUTS TO MAKE DECISIONS REQUIRING LICENSED PROFESSIONAL ADVICE (LEGAL, MEDICAL, FINANCIAL, OR OTHERWISE) WITHOUT INDEPENDENT VERIFICATION BY A QUALIFIED PROFESSIONAL.
Customer will not represent any AI Output as having been reviewed, certified, or endorsed by ToolPlex.
8. Acceptable Use
Customer and its users will not:
(a) Use the Services in violation of any law, regulation, or third-party right;
(b) Use the Services to develop, train, evaluate, benchmark, or improve any product or service that competes with ToolPlex, or publish any benchmark, performance test, or comparative analysis of the Services without ToolPlex's prior written consent;
(c) Reverse-engineer, decompile, disassemble, or attempt to derive the source code, models, weights, or training methodology of the Services, except to the extent expressly permitted by applicable law;
(d) Probe, scan, test, or breach the security of the Services or of any third party reachable through the Services;
(e) Attempt to access data of other ToolPlex customers, gain unauthorized access to ToolPlex systems, or circumvent any access control or rate limit;
(f) Use the Services to generate, distribute, or facilitate unlawful, harassing, defamatory, infringing, or harmful content, or to engage in fraud, spam, malware distribution, or unauthorized data scraping;
(g) Use the Services to make decisions producing legal or similarly significant effects on individuals (employment, credit, housing, healthcare, insurance, criminal justice) without appropriate human review and compliance with applicable law;
(h) Use the Services for high-risk activities where failure could result in death, personal injury, or severe environmental damage;
(i) Use the Services in connection with regulated workloads (including HIPAA-regulated PHI, PCI cardholder data, or controlled unclassified information) unless expressly authorized in a Customer Agreement; or
(j) Interfere with, disrupt, or impose unreasonable load on the Services or other users.
ToolPlex may suspend or terminate access for any actual, suspected, or likely violation, with or without notice, in its sole discretion.
9. Confidentiality
Each party (the "Receiver") will protect the other party's (the "Discloser's") confidential information with the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care. The Receiver will use the Discloser's confidential information solely to perform its obligations and exercise its rights under these Terms and the applicable Customer Agreement.
Confidential information does not include information that (a) is or becomes publicly known through no fault of the Receiver, (b) was known to the Receiver before disclosure without obligation of confidentiality, (c) is independently developed by the Receiver without use of the Discloser's confidential information, or (d) is rightfully obtained from a third party without restriction.
The Receiver may disclose confidential information to the extent required by law, court order, or regulatory authority, provided that, where legally permitted, the Receiver gives the Discloser prompt notice and reasonable opportunity to seek a protective order.
10. Privacy
ToolPlex's processing of Personal Data is described in the Privacy Policy. For Customers under a Customer Agreement, the data processing terms of that agreement (including any Data Processing Agreement) control over the public Privacy Policy.
11. Fees
Fees, payment terms, expenses, and tax responsibilities are set forth in the applicable Customer Agreement or Order Form. Fees are non-refundable except as expressly set forth in writing in a Customer Agreement. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less. Customer is responsible for all applicable taxes other than taxes on ToolPlex's net income.
12. Service Levels and Support
Service availability targets, support channels, response times, maintenance windows, and credits (if any) are set forth in the applicable Customer Agreement. Under these public Terms (in the absence of a Customer Agreement), ToolPlex makes no warranty regarding availability, response times, support, or maintenance, and the Services are provided on a best-efforts basis only.
13. Term and Termination
These Terms apply from when you first access the Services and continue until terminated. Either party may terminate at any time. ToolPlex may suspend or terminate access immediately for breach, suspected breach, security risk, non-payment, or other reasonable cause.
For Customers under a Customer Agreement, the term, renewal, and termination provisions of that agreement govern.
Upon termination, Customer's right to access the Services ceases immediately. ToolPlex has no obligation to retain Customer Content beyond the periods set forth in the Privacy Policy or the applicable Customer Agreement.
14. Disclaimers
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TOOLPLEX EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.
WITHOUT LIMITING THE FOREGOING, TOOLPLEX MAKES NO WARRANTY THAT AI OUTPUTS WILL BE ACCURATE, COMPLETE, FIT FOR A PARTICULAR PURPOSE, OR FREE FROM BIAS OR ERROR. TOOLPLEX MAKES NO WARRANTY THAT ANY DEFECT WILL BE CORRECTED OR THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS.
15. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
(A) IN NO EVENT WILL TOOLPLEX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF TOOLPLEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(B) TOOLPLEX'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (I) US $1,000 OR (II) THE FEES PAID BY CUSTOMER TO TOOLPLEX IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THESE LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 15 ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN THE PARTIES.
16. Indemnification
A. By Customer
Customer will defend, indemnify, and hold harmless ToolPlex and its affiliates and their respective officers, directors, employees, and agents from and against any third-party claim, demand, suit, or proceeding, and all damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
(i) Customer Content;
(ii) Customer's use of the Services in breach of these Terms or the Customer Agreement;
(iii) Customer's violation of law or third-party rights; or
(iv) Customer's reliance on, distribution of, or action taken based on AI Outputs.
B. By ToolPlex
ToolPlex will defend Customer against any third-party claim alleging that the unmodified ToolPlex platform, when used by Customer in accordance with these Terms, infringes a U.S. patent, copyright, or registered trademark, and will pay damages awarded against Customer in such a claim, provided that Customer (a) promptly notifies ToolPlex of the claim, (b) gives ToolPlex sole control of the defense and any settlement, and (c) provides reasonable cooperation.
ToolPlex's obligation under this Section 16(B) does not apply to claims arising from: (i) Customer Content; (ii) Customer's modifications to the Services; (iii) third-party integrations, MCP servers, models, or services not provided by ToolPlex; (iv) use of the Services in combination with anything not provided by ToolPlex; (v) AI Outputs; or (vi) use of the Services in violation of these Terms or applicable law.
If a claim is made or appears likely, ToolPlex may, at its option, modify the Services to be non-infringing, obtain a license, or terminate the affected portion of the Services.
THIS SECTION 16(B) STATES TOOLPLEX'S SOLE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR ANY THIRD-PARTY INTELLECTUAL PROPERTY CLAIM RELATED TO THE SERVICES.
17. Force Majeure
Neither party will be liable for any delay or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, pandemic, government action, internet or cloud infrastructure outages, third-party service provider failures, denial-of-service attacks, or natural disasters.
18. Export and Sanctions
The Services may be subject to U.S. export control and sanctions laws. Customer represents and warrants that it (a) is not located in or a national of a country subject to comprehensive U.S. trade sanctions, (b) is not on any U.S. or applicable government denied-party or restricted-party list, and (c) will not export, re-export, transfer, or use the Services in violation of any applicable law.
19. Governing Law and Disputes
These Terms are governed by the laws of the State of Delaware, U.S.A., without regard to its conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
The parties will resolve disputes through binding arbitration administered by JAMS or the American Arbitration Association under its Commercial Arbitration Rules, except that either party may seek injunctive or equitable relief in court for violations of intellectual property rights or confidentiality. THE PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.
20. Survival
The following sections survive termination or expiration of these Terms: Section 1 (Order of Precedence), Section 5 (Customer Content, with respect to license rights for Customer Content already processed), Section 6 (Ownership), Section 7 (AI Outputs), Section 8 (Acceptable Use, to the extent applicable post-termination), Section 9 (Confidentiality), Section 11 (Fees, for amounts owed), Section 14 (Disclaimers), Section 15 (Limitation of Liability), Section 16 (Indemnification), Section 17 (Force Majeure), Section 18 (Export and Sanctions), Section 19 (Governing Law and Disputes), this Section 20 (Survival), and Section 21 (General).
21. General
(a) Assignment. Customer may not assign these Terms or any rights or obligations under them without ToolPlex's prior written consent. ToolPlex may assign these Terms in connection with a corporate transaction or to an affiliate. Any unauthorized assignment is void.
(b) No third-party beneficiaries. These Terms do not create any third-party beneficiary rights.
(c) Severability. If any provision is held unenforceable, the remainder will continue in full force and effect.
(d) No waiver. A failure or delay in enforcing any provision is not a waiver of that or any other provision.
(e) Modifications. ToolPlex may update these Terms from time to time. Material changes will be communicated by website notice or by email. Continued use of the Services after a change constitutes acceptance of the updated Terms.
(f) Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
(g) Notices. Notices to ToolPlex must be sent to support@toolplex.ai. Notices to Customer may be sent to the email address on file.
(h) Entire agreement. These Terms (together with any executed Customer Agreement, which controls in case of conflict) constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous communications.