Terms of Service

The following defined terms apply throughout these Terms. When capitalized, each term carries the specific meaning set forth below, regardless of whether the term appears in singular or plural form.

“Agent”

An autonomous or semi-autonomous software entity that operates within the Service to perform tasks on your behalf. Agents may be powered by large language models (LLMs), custom machine learning models, or rule-based systems, and may include but are not limited to coding agents, research agents, analysis agents, and orchestration agents. Each Agent operates according to behavioral contracts (skills) defined within the Squad platform and executes work using tools, integrations, and model providers connected to your account.

“Agent Output”

Any content, code, text, data, analysis, recommendations, artifacts, or other materials generated, produced, or derived by an Agent while performing tasks within the Service. Agent Output includes intermediate work products (such as draft code or partial analyses) as well as final deliverables. For the avoidance of doubt, Agent Output is distinct from the underlying models, algorithms, or coordination logic used to produce it.

“Coordination Data”

Metadata, telemetry, and operational data generated by the Service in the course of orchestrating Agents. Coordination Data includes, without limitation: task routing decisions, Agent performance metrics, latency measurements, token usage counts, workflow execution graphs, error rates, retry patterns, Agent selection criteria, model provider response times, and resource allocation decisions. Coordination Data does not include Customer Content or the substantive content of Agent Output.

“Customer Content”

Any data, files, documents, source code, images, text, prompts, instructions, configurations, or other materials that you upload to, submit through, create within, or otherwise provide to the Service. Customer Content includes any information contained in your repositories, workspaces, projects, or other organizational units within the Service. Customer Content does not include account registration information, BYOS Credentials, or Coordination Data.

“External Model Provider”

A third-party service that provides access to AI models, including but not limited to Anthropic (Claude), GitHub (Copilot), OpenAI (Codex, ChatGPT), Google (Gemini), and any other model provider that you connect to the Service through the BYOS model. Each External Model Provider operates under its own terms of service, privacy policy, and acceptable use policies, which are separate from and in addition to these Terms.

“BYOS Credentials”

API keys, access tokens, authentication credentials, OAuth tokens, session tokens, or any other credentials that you provide to the Service to enable connectivity with External Model Providers. BYOS Credentials are treated as Confidential Information and are subject to the security provisions set forth in Section 9 (Security).

“Service Data”

Data that Squad derives from the operation of the Service, including aggregated, anonymized, or de-identified data derived from Coordination Data, usage patterns, performance benchmarks, and system-level analytics. Service Data does not identify you or any individual user and cannot reasonably be used to reconstruct Customer Content or BYOS Credentials.

2.1 Platform Description

Squad is an AI agent orchestration platform that enables you to coordinate multiple AI agents across tasks, projects, and workflows. The Service provides a coordination layer that sits between you (the human operator) and the AI agents performing work on your behalf. Squad does not itself provide the underlying AI models; instead, it enables you to bring your own model provider subscriptions and orchestrates those models through a hierarchical agent system consisting of Directors, Managers, and Engineers.

Core capabilities of the Service include, but are not limited to: multi-agent task coordination and routing; agent hierarchy management; work receipt generation and audit trails; tool and integration orchestration (500+ integrations); workflow automation; BYOS credential management; agent performance monitoring; and collaborative workspaces.

2.2 Subscription Tiers

The Service is offered through multiple subscription tiers, each providing different levels of access, features, and usage limits. The features, pricing, and usage limits applicable to each tier are described on the Squad pricing page at trysquad.ai/pricing and may be updated from time to time. Changes to subscription tiers will be communicated with reasonable advance notice and will not take effect until the start of your next billing cycle unless you expressly agree to immediate application.

2.3 Free Tier and Beta Access

Squad may offer a free tier or beta access program that provides limited access to the Service at no charge. Free-tier and beta access are provided “as is” without any service level commitments. We reserve the right to modify, limit, or discontinue free-tier or beta access at any time, with or without notice. If you are using the Service under a free tier or beta access program, we will provide at least fourteen (14) days’ notice before discontinuing your access, unless discontinuation is required due to security concerns, legal requirements, or violations of these Terms.

2.4 Service Availability

We will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, excluding planned maintenance windows and circumstances beyond our reasonable control. We do not guarantee uninterrupted availability and will not be liable for any unavailability caused by factors outside our reasonable control, including External Model Provider outages, internet connectivity issues, or force majeure events. Planned maintenance will be communicated at least 24 hours in advance through our status page or in-product notifications.

2.5 Modifications to the Service

We continuously improve and evolve the Service. We may add, modify, or remove features, capabilities, or integrations at any time. If we make a change that materially reduces the core functionality of the Service under your current subscription tier, we will provide at least thirty (30) days’ advance notice. You may terminate your subscription in accordance with Section 13 if such a change is unacceptable to you.

3.1 External Provider Compliance

You are solely responsible for maintaining active, valid subscriptions with each External Model Provider whose services you access through the Squad platform. You must comply with the terms of service, acceptable use policies, rate limits, and any other applicable agreements of each External Model Provider. Squad does not monitor or enforce External Model Provider terms on your behalf. A violation of an External Model Provider’s terms that arises from your use of Squad remains your responsibility, and you agree to indemnify Squad against any claims, damages, or liabilities arising from such violations.

3.2 API Key and Credential Security

You are responsible for the security of all BYOS Credentials you provide to the Service. You must not share BYOS Credentials that have been connected to Squad with any third party. You must promptly notify Squad if you believe any BYOS Credentials have been compromised. You should use credentials with the minimum necessary scope and permissions required for your intended use of the Service. Squad recommends rotating BYOS Credentials at least every ninety (90) days and immediately revoking any credentials that are no longer in active use.

3.3 Squad as Intermediary, Not Provider

Squad acts solely as an intermediary and orchestration layer between you and your External Model Providers. Squad does not provide, host, or operate the underlying AI models accessed through the Service. Squad is not a party to the agreement between you and any External Model Provider. Squad makes no representations or warranties regarding the quality, reliability, accuracy, availability, or suitability of any External Model Provider’s services. Any disputes regarding model performance, output quality, or service levels must be resolved directly with the applicable External Model Provider.

3.4 External Provider Costs

All costs, fees, charges, and expenses incurred through your use of External Model Providers are entirely your responsibility. This includes, without limitation: subscription fees, API usage charges, token consumption costs, overage fees, and any other charges imposed by External Model Providers. Squad does not bill, markup, or otherwise intermediate the financial relationship between you and your External Model Providers. You acknowledge that the orchestration of multiple Agents across multiple tasks may result in significant cumulative usage of External Model Provider resources, and you are solely responsible for monitoring and managing your consumption and associated costs.

3.5 Data Flow Transparency

When the Service routes tasks to External Model Providers using your BYOS Credentials, the following data may be transmitted to the External Model Provider: task prompts and instructions generated by the orchestration layer; relevant portions of Customer Content necessary to complete the task; contextual information required for task execution; and tool invocation parameters. Squad will not transmit BYOS Credentials for Provider A to Provider B. Each set of BYOS Credentials is used exclusively with its corresponding External Model Provider. You can review the data flow for any Agent task through the work receipts and audit trail features of the Service.

3.6 Provider Disconnection

You may disconnect any External Model Provider at any time through your Squad account settings. Upon disconnection, Squad will immediately and irreversibly delete the associated BYOS Credentials from its systems in accordance with the procedures described in Section 9 (Security). Disconnection may impact the availability of Agents that depend on the disconnected provider. Squad will notify you of any affected Agents or workflows at the time of disconnection.

4.1 Squad Platform IP

Squad and its licensors retain all right, title, and interest in and to the Service, including but not limited to: the Squad desktop application, web interfaces, and APIs; the agent orchestration engine, coordination algorithms, and routing logic; the skill and behavioral contract framework; the work receipt and audit trail systems; all documentation, designs, user interfaces, and visual elements; all trademarks, service marks, trade names, logos, and brand features; and any improvements, modifications, derivative works, or enhancements to the foregoing, whether or not developed using feedback or suggestions from you. Nothing in these Terms grants you any right, title, or interest in the Squad platform other than the limited right to use the Service as expressly permitted herein.

4.2 Customer Content Ownership

You retain all right, title, and interest in and to your Customer Content. By submitting Customer Content to the Service, you grant Squad a limited, non-exclusive, worldwide, royalty-free license to use, process, transmit, store, and display your Customer Content solely to the extent necessary to provide and operate the Service on your behalf. This license terminates when you delete the applicable Customer Content or terminate your account, subject to any reasonable backup retention period not to exceed thirty (30) days. You represent and warrant that you have all rights necessary to submit Customer Content to the Service and to grant the foregoing license.

4.3 Agent Output Ownership

Subject to the terms and conditions of these Terms, Squad hereby assigns to you all right, title, and interest in and to the Agent Output generated through your use of the Service. This assignment is effective upon creation of the Agent Output and is contingent upon your compliance with these Terms and timely payment of all applicable fees.

Non-Uniqueness Caveat. You acknowledge and agree that AI models may generate similar or identical output for different users who submit similar prompts, instructions, or inputs. Squad does not guarantee that any Agent Output will be unique to you. Other users of the Service, or users of the same External Model Providers outside of the Service, may receive substantially similar output. This non-uniqueness does not diminish your ownership rights in Agent Output generated for you, but you should not rely on Agent Output being proprietary or exclusive.

4.4 Service Data Ownership

Squad owns all right, title, and interest in and to Service Data. Service Data is derived from Coordination Data through aggregation, anonymization, and de-identification processes that render the data unable to identify you, any individual user, or any specific Customer Content. Squad may use Service Data for any lawful purpose, including but not limited to: improving the Service; developing new products and features; conducting research and analysis; publishing benchmarks and industry reports; and training or improving Squad’s proprietary algorithms and models.

4.5 Feedback

If you provide Squad with any feedback, suggestions, ideas, recommendations, or other input regarding the Service (“Feedback”), you hereby grant Squad an irrevocable, perpetual, worldwide, royalty-free, fully sublicensable license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback for any purpose without restriction or obligation to you. You are not required to provide Feedback, and any Feedback you provide is voluntary.

5.1 Coordination Data for Product Improvement

Squad collects and processes Coordination Data to operate, maintain, and improve the Service. Specifically, Squad uses anonymized and aggregated Coordination Data to: optimize Agent routing and task allocation algorithms; improve orchestration efficiency and reduce latency; identify and resolve performance bottlenecks; develop new features and capabilities; train and improve Squad’s proprietary coordination algorithms; and generate benchmarks and performance metrics.

All Coordination Data used for product improvement and algorithm training is first subjected to anonymization and aggregation processes that strip all identifying information, including user identifiers, organization identifiers, project names, and any content-derived metadata that could reasonably be used to reconstruct Customer Content.

5.2 User Analytics and Insights

Squad provides you with analytics and insights derived from workflow metadata associated with your account. These analytics may include: Agent performance metrics and task completion rates; workflow efficiency and optimization recommendations; resource utilization patterns; cost analysis across External Model Providers; team collaboration metrics (for multi-user accounts); and historical trend analysis. These analytics are derived from Coordination Data associated with your account and are provided to you as part of the Service. You may export your analytics data at any time through the Service’s data export functionality.

5.3 No Customer Content Training

Squad does not use Customer Content to train any machine learning model, AI system, or algorithm. This commitment applies to all subscription tiers, including the free tier and beta access programs. Customer Content is processed solely to provide the Service to you and is not used for any other purpose. This commitment covers: prompts and instructions you provide to Agents; source code, documents, and files you upload to the Service; Agent Output generated on your behalf; conversation histories between you and Agents; and any other data that constitutes Customer Content as defined in Section 1. For clarity, this commitment applies to Squad’s own models and systems. Data sent to External Model Providers through the BYOS model is subject to each External Model Provider’s own data usage policies, over which Squad has no control.

5.4 Enterprise Opt-Out

Enterprise-tier customers may opt out of Coordination Data collection for product improvement and algorithm training by contacting Squad at legal@trysquad.ai or through the enterprise administration dashboard. When the opt-out is activated: Coordination Data will be used solely to provide the Service to you and will not be included in any aggregation, anonymization, or training pipelines; analytics and insights will still be available to you but will be computed in-session and not persisted beyond your retention settings; and Squad’s ability to provide certain optimization recommendations may be limited. The opt-out applies to all data generated after the opt-out effective date and does not retroactively affect any Service Data already derived from previously collected Coordination Data.

5.5 Data Retention

Customer Content is retained for the duration of your subscription and for thirty (30) days following termination to facilitate data export. Coordination Data is retained for a maximum of twenty-four (24) months from the date of collection, after which it is permanently deleted. Service Data, which is anonymized and aggregated, may be retained indefinitely. Work receipts and audit trails are retained in accordance with your subscription tier’s retention policy. You may request early deletion of Customer Content and Coordination Data at any time by contacting legal@trysquad.ai.

6.1 General Restrictions

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

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or internal structure of the Service, except to the extent expressly permitted by applicable law;
• Copy, modify, distribute, sell, lease, sublicense, or create derivative works based on the Service or any portion thereof;
• Use the Service to develop a competing product or service, or assist any third party in doing so;
• Interfere with or disrupt the integrity, performance, or availability of the Service, its servers, or its networks;
• Circumvent or attempt to circumvent any usage limits, rate limits, access controls, or security measures implemented in the Service;
• Use the Service to transmit any malware, viruses, worms, trojans, or other harmful code;
• Access or use the Service in violation of any applicable law, regulation, or export control;
• Use the Service to generate, store, or transmit any content that is defamatory, obscene, harassing, threatening, or that infringes the intellectual property rights of any third party;
• Misrepresent your identity or affiliation when using the Service; or
• Use the Service in a manner that imposes an unreasonable or disproportionately large load on Squad’s infrastructure.

6.2 Agent-Specific Use Requirements

Given the autonomous nature of Agents operating within the Service, the following additional requirements apply:

• Human Oversight. You must maintain meaningful human oversight of Agent activities. You are responsible for reviewing Agent Output before deploying it to production environments, making final decisions based on Agent recommendations, and intervening when Agent behavior deviates from intended parameters. Squad’s hierarchical agent model (Human, Director, Manager, Engineer) is designed to facilitate human oversight, but the responsibility for exercising that oversight remains with you.
• Regulated Activities. You must not use Agents for activities in highly regulated domains (including but not limited to healthcare, legal advice, financial services, critical infrastructure, weapons systems, or autonomous vehicle control) without implementing appropriate human-in-the-loop safeguards, compliance measures, and risk mitigation controls. If you intend to use the Service in a regulated domain, you must contact Squad at legal@trysquad.ai to discuss applicable requirements and obtain any necessary approvals.
• Credential Scope. You must ensure that the permissions and scopes associated with BYOS Credentials and tool integrations are limited to the minimum necessary for your intended use. Granting overly broad permissions to Agents increases security risk and is your responsibility.
• Disclosure of AI Involvement. Where applicable law or industry standards require disclosure of AI-generated content, you are responsible for making appropriate disclosures regarding the use of Agents in producing deliverables.

6.3 Enforcement

Squad reserves the right to investigate and take appropriate action against any violation of this Acceptable Use Policy, including but not limited to: issuing warnings; temporarily suspending access; permanently terminating access; and reporting illegal activity to appropriate authorities. We will provide you with notice and an opportunity to cure any violation before taking adverse action, except where immediate action is necessary to protect the Service, other users, or third parties.

7.1 No Warranty on Accuracy

Agent Output is generated by AI models and autonomous agents that may produce incorrect, incomplete, inconsistent, biased, or misleading results. Squad does not warrant or represent that any Agent Output will be accurate, correct, complete, current, reliable, error-free, or fit for any particular purpose. Agent Output should not be relied upon as a substitute for professional judgment, expert advice, or independent verification.

7.2 User Review Obligation

You are solely responsible for reviewing, validating, testing, and verifying all Agent Output before using, deploying, distributing, or relying upon it. This responsibility includes but is not limited to: reviewing code produced by coding Agents for correctness, security vulnerabilities, and compliance with applicable standards; validating research and analysis output against independent sources; testing Agent-generated configurations and deployments in non-production environments before production deployment; and ensuring that Agent Output complies with all applicable laws, regulations, and contractual obligations. Your use of Agent Output without adequate review constitutes acceptance of all risks associated with such use.

7.3 Multi-Agent Compound Error Disclaimer

You acknowledge and accept that the Service’s multi-agent architecture introduces the possibility of compound errors. When multiple Agents collaborate on a task, the output of one Agent may serve as input to another Agent, creating a chain of dependencies. Errors, inaccuracies, or biases in the output of one Agent may be amplified, compounded, or obscured as that output flows through subsequent Agents in the chain. The risk of compound errors increases with the complexity of the workflow and the number of Agents involved.

Squad provides work receipts and audit trails to help you trace the provenance of Agent Output through the orchestration chain, but these tools do not eliminate the risk of compound errors. You are responsible for implementing appropriate validation checkpoints within your workflows to mitigate compound error risk.

7.4 Third-Party IP Risk

Agent Output may inadvertently incorporate or resemble copyrighted material, patented inventions, trade secrets, or other intellectual property of third parties. Squad does not guarantee that Agent Output is free of third-party intellectual property claims. You are responsible for conducting appropriate due diligence on Agent Output before using it in contexts where intellectual property infringement could create liability.

8.1 Squad Platform Fees

Fees for the Service (“Platform Fees”) are as set forth on the Squad pricing page or in the applicable order form or enterprise agreement. Platform Fees cover access to and use of the Squad orchestration platform, including agent coordination, workflow management, analytics, and related features. All Platform Fees are quoted in United States dollars unless otherwise specified.

8.2 Billing and Payment

Platform Fees are billed in advance on a monthly or annual basis, as selected at the time of subscription. Payment is due on the date specified in the invoice or at the time of subscription renewal. We accept payment by major credit card, debit card, and such other payment methods as we may make available from time to time. All fees are non-refundable except as expressly provided in these Terms or as required by applicable law.

8.3 External Provider Costs Are Your Responsibility

For the avoidance of doubt, Platform Fees do not include and Squad is not responsible for any costs associated with your use of External Model Providers. All API usage charges, subscription fees, token consumption costs, overage fees, and other charges imposed by External Model Providers are billed directly by those providers and are entirely your responsibility. Squad may provide cost estimation tools and usage analytics to help you monitor External Model Provider costs, but these tools are provided for informational purposes only and do not constitute billing or invoicing for External Model Provider services.

8.4 Taxes

All Platform Fees are exclusive of taxes. You are responsible for all applicable taxes (including sales tax, use tax, value-added tax, goods and services tax, and similar taxes) imposed on or with respect to the Service, excluding taxes based on Squad’s net income. If Squad is required to collect or remit any such taxes, they will be added to your invoice.

8.5 Late Payment

If you fail to make any payment when due, Squad may charge interest on the overdue amount at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is less), calculated from the due date until the date of payment. Squad may also suspend or terminate your access to the Service if payment remains overdue for more than fifteen (15) days after written notice of the overdue amount.

9.1 BYOS Credential Encryption

All BYOS Credentials are encrypted at rest using AES-256 encryption and in transit using TLS 1.2 or higher. BYOS Credentials are stored in dedicated, isolated credential vaults that are logically and physically separated from other Service data. Access to credential vaults is restricted to authorized Service components through a least-privilege access control model.

9.2 No Plaintext Storage or Logging

BYOS Credentials are never stored in plaintext. BYOS Credentials are never written to application logs, debug logs, error logs, audit logs, or any other logging system. BYOS Credentials are never included in error messages, exception reports, or support tickets. BYOS Credentials are decrypted only in memory, only for the duration required to authenticate with the applicable External Model Provider, and are immediately zeroed from memory after use.

9.3 Immediate Deletion on Disconnect

When you disconnect an External Model Provider or terminate your account, the associated BYOS Credentials are permanently and irreversibly deleted from all Squad systems within twenty-four (24) hours. This deletion encompasses all copies, including those in backup systems, disaster recovery sites, and any ephemeral caches. Squad will provide written confirmation of credential deletion upon request.

9.4 General Security Practices

Squad maintains a comprehensive information security program that includes, without limitation: regular third-party security audits and penetration testing; vulnerability scanning and patching; employee background checks and security training; incident response and notification procedures; access controls and multi-factor authentication for internal systems; and network security monitoring and intrusion detection. Squad will promptly notify you of any security incident that affects your Customer Content or BYOS Credentials, in accordance with applicable law and no later than seventy-two (72) hours after confirming the incident.

9.5 Your Security Responsibilities

You are responsible for: maintaining the security of your Squad account credentials (username, password, multi-factor authentication); implementing appropriate access controls for team members within your Squad organization; ensuring the security of devices and networks from which you access the Service; promptly reporting any suspected security incidents or unauthorized access to legal@trysquad.ai; and managing the scope and permissions of BYOS Credentials and tool integrations.

10.1 Definition of Confidential Information

“Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with these Terms, whether disclosed orally, in writing, electronically, or through access to the Service, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: Customer Content; BYOS Credentials; Squad’s coordination logic, algorithms, and proprietary technology; business plans, strategies, and financial information; pricing terms and non-public product roadmaps; and the terms and conditions of any enterprise agreement.

10.2 Obligations

The Receiving Party agrees to: (a) hold the Disclosing Party’s Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted by these Terms; (c) use Confidential Information solely for the purpose of exercising rights and performing obligations under these Terms; and (d) protect Confidential Information using at least the same degree of care used to protect its own confidential information, but no less than reasonable care.

10.3 Exceptions

Confidential Information does not include information that: (a) was or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party without restriction before disclosure; (c) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. Additionally, the Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permitted) and cooperates in seeking a protective order.

10.4 Duration

The obligations of confidentiality set forth in this Section 10 will survive termination of these Terms and will continue for a period of five (5) years from the date of disclosure of the applicable Confidential Information, except that obligations regarding BYOS Credentials will terminate upon their deletion in accordance with Section 9.3, and obligations regarding trade secrets will continue for so long as such information remains a trade secret under applicable law.

11.1 Squad Warranties

Squad represents and warrants that: (a) it has the legal power and authority to enter into these Terms and perform its obligations hereunder; (b) the Service will perform materially in accordance with the applicable documentation; (c) it will provide the Service in compliance with all applicable laws and regulations; and (d) it will implement and maintain the security measures described in Section 9.

11.2 Customer Warranties

You represent and warrant that: (a) you have the legal power and authority to enter into these Terms; (b) you have all rights necessary to submit Customer Content to the Service; (c) your use of the Service and Customer Content will not violate any applicable law, regulation, or the rights of any third party; (d) you will comply with the Acceptable Use Policy set forth in Section 6; and (e) all BYOS Credentials you provide are valid, properly authorized, and not in violation of any third-party agreement.

11.3 Disclaimer of Warranties

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 11.1, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SQUAD SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

11.4 AI-Specific Disclaimers

Without limiting the generality of the foregoing disclaimer, Squad specifically disclaims any warranty or representation that:

• Agent Output will be accurate, correct, complete, current, reliable, or error-free;
• Agents will perform consistently or produce deterministic results for identical inputs;
• Agent Output will not infringe the intellectual property rights of any third party;
• Agent Output will be suitable for any particular purpose, including but not limited to deployment in production environments, regulatory compliance, or decision-making;
• The coordination and orchestration of multiple Agents will produce results that are superior to, or even equivalent to, the results that would be produced by a single Agent or by human effort;
• External Model Providers will be available, reliable, or perform in any particular manner; or
• The Service will detect or prevent compound errors arising from multi-agent workflows.

12.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNT OF PLATFORM FEES PAID OR PAYABLE BY YOU TO SQUAD DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. FOR FREE-TIER AND BETA USERS, SQUAD’S TOTAL CUMULATIVE LIABILITY WILL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (US$100).

12.3 Agent Output Exclusion

Without limiting the foregoing, Squad will have no liability whatsoever for any damages, losses, claims, or costs arising from or related to: (a) the accuracy, completeness, reliability, or suitability of any Agent Output; (b) decisions made or actions taken by you in reliance on Agent Output; (c) compound errors arising from multi-agent workflows; (d) the failure of any Agent to perform as expected or intended; (e) any use of Agent Output in production environments, regulated activities, or high-stakes decision-making without adequate human oversight and validation; or (f) any costs, charges, or fees imposed by External Model Providers in connection with your use of the Service.

12.4 Essential Basis

The limitations of liability set forth in this Section 12 reflect the allocation of risk between the parties and are an essential element of the basis of the bargain between the parties. The Service would not be provided without these limitations. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy.

13.1 Term

These Terms are effective as of the date you first access or use the Service and continue until terminated in accordance with this Section 13. Paid subscriptions will automatically renew for successive periods equal to the initial subscription period (monthly or annual) unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current subscription period.

13.2 Termination for Convenience

Either party may terminate these Terms for any reason by providing thirty (30) days’ written notice to the other party. If you terminate a paid subscription before the end of the then-current subscription period, you will not receive a refund for any pre-paid fees for the remainder of the subscription period, unless required by applicable law.

13.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if: (a) the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice of the breach; (b) the other party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or (c) the other party ceases to do business in the ordinary course. Squad may also terminate or suspend your access immediately without notice if your use of the Service poses an imminent security risk, violates applicable law, or materially harms or threatens to harm other users or third parties.

13.4 Data Export Window

Upon termination of these Terms for any reason, Squad will maintain your Customer Content in a read-only state for a period of thirty (30) days (“Export Window”) to allow you to export your data. During the Export Window, you will have access to the Service’s data export functionality but will not be able to create new content, run Agents, or use other Service features. After the Export Window expires, Squad will permanently delete all Customer Content from its systems within thirty (30) additional days, except as required by applicable law or as permitted by these Terms with respect to Service Data.

13.5 Credential Deletion

Notwithstanding the Export Window, all BYOS Credentials will be permanently and irreversibly deleted from Squad’s systems within twenty-four (24) hours of termination, in accordance with the procedures described in Section 9.3. This immediate deletion occurs regardless of whether the Export Window is still active.

13.6 Survival

The following sections will survive termination of these Terms: Section 1 (Definitions), Section 4 (Intellectual Property & Ownership), Section 5 (Data Usage & AI Provisions) to the extent relating to Service Data, Section 7 (Agent Output Liability), Section 10 (Confidentiality), Section 11 (Warranties & Disclaimers), Section 12 (Limitation of Liability), Section 14 (Governing Law), and any other provisions that by their nature should survive termination.

14.1 Choice of Law

These Terms and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims) will be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

14.2 Jurisdiction

Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for the purpose of resolving any dispute or claim arising out of or in connection with these Terms. Each party waives any objection to the laying of venue in such courts and agrees not to plead or claim that any action brought in such courts has been brought in an inconvenient forum.

14.3 Jury Waiver

EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE. THIS WAIVER IS KNOWING AND VOLUNTARY, AND EACH PARTY ACKNOWLEDGES THAT NEITHER THE OTHER PARTY NOR ANY PERSON ACTING ON BEHALF OF THE OTHER PARTY HAS MADE ANY REPRESENTATION OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT.

14.4 Dispute Resolution

Before initiating any formal legal proceedings, the parties agree to attempt to resolve any dispute in good faith through negotiation. Either party may initiate the dispute resolution process by providing written notice to the other party describing the dispute in reasonable detail. The parties will have thirty (30) days from receipt of such notice to attempt to resolve the dispute through direct negotiation between authorized representatives. If the dispute is not resolved within this period, either party may proceed with formal legal action in accordance with this Section 14.

15.1 Entire Agreement

These Terms, together with any applicable order forms, enterprise agreements, and the Privacy Policy, constitute the entire agreement between you and Squad with respect to the subject matter hereof and supersede all prior and contemporaneous communications, proposals, and agreements, whether oral or written.

15.2 Severability

If any provision of these Terms is held to be invalid, unenforceable, or illegal by a court of competent jurisdiction, the remaining provisions will remain in full force and effect. The invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.

15.3 Waiver

No failure or delay by either party in exercising any right, power, or privilege under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

15.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without Squad’s prior written consent. Squad may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets without your consent, provided that the assignee agrees to be bound by these Terms. Any attempted assignment in violation of this section is void.

15.5 Force Majeure

Neither party will be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including but not limited to natural disasters, acts of war or terrorism, pandemics, government actions, power outages, internet disruptions, and External Model Provider outages or failures.

15.6 Notices

All notices required or permitted under these Terms must be in writing and will be deemed given when: (a) delivered personally; (b) sent by confirmed email; or (c) sent by nationally recognized overnight courier, in each case to the addresses specified in the applicable order form or to such other address as either party may specify by notice to the other. Notices to Squad should be sent to legal@trysquad.ai.

15.7 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has the authority to bind or incur obligations on behalf of the other.

15.8 Export Compliance

You will comply with all applicable export control and sanctions laws and regulations. You will not access or use the Service from any country or territory subject to comprehensive United States sanctions, and you will not provide access to the Service to any person or entity on any applicable restricted party list.