Colee Terms of Service

3.1 Account

To access and use the Services, Customer must create an account or authorize LIMU to create an account on Customer's behalf. Customer must keep all account information accurate and complete, as LIMU uses these contact details to manage Customer's subscription and provide support.

3.2 End User Accounts

Customer will ensure that End Users keep their login credentials confidential. Customer will promptly notify LIMU if an End User account or its credentials have been compromised.

3.3 Connectors and Integrations

Customer may authorize the Services to connect to Third-Party Services that Customer selects (for example, via OAuth authorization or by providing credentials), so that Agents can access data from and perform actions on those services on Customer's behalf. Customer is solely responsible for the Third-Party Services it connects, the scope of access it grants, and the accuracy of any data made available to the Services through those connections. Customer may revoke a Connector at any time.

3.4 Agent Actions and Human Oversight

The Services enable Customer to configure and deploy Agents that operate autonomously to perform tasks. The Services provide optional human-in-the-loop approval controls for certain actions. Customer is responsible for configuring appropriate oversight and approvals, for reviewing Agent Output, and for any actions Agents take on Customer's behalf, including actions taken through Connectors. Agent Output and Agent actions are processed in accordance with our Data Processing Agreement.

3.5 Affiliate Use

Customer may allow its Affiliates to use the Services; however, Customer is responsible and liable for all access to and use of the Services by its Affiliates.

3.6 Account Suspension

LIMU may block Customer's account, suspend Customer's access to the Services, or remove Customer Content if: (a) Customer breaches its payment obligations; (b) Customer breaches its obligations listed in Section 5 of these Terms; or (c) suspension is necessary to protect LIMU's rights and interests or to prevent harm to LIMU, other customers, or third parties. LIMU is not liable for any damages or consequences that Customer may incur as a result of any suspension in accordance with this Section.

4.1 Service Description

Colee provides an AI agent orchestration platform that includes:

• The ability to create organizations, and to configure, deploy, and manage AI Agents that perform tasks autonomously;
• Execution of Agents in isolated environments using third-party AI models (for example, models provided by Anthropic);
• Persistent agent workspaces, memory, and project/task management;
• Connectors and Integrations with Third-Party Services, with optional human-in-the-loop approval for actions taken on Customer's behalf;
• Communication channels through which Customer and its End Users may interact with Agents (for example, in-app chat, Slack, or email).

4.2 Maintenance and Downtime

LIMU strives to keep its Services available as much as possible. However, we cannot guarantee uninterrupted availability unless agreed by means of a separate service level agreement. Our Services may become temporarily unavailable: (a) to perform scheduled or unscheduled maintenance; (b) due to hardware failures or failures of Third-Party Services; (c) to mitigate or prevent threats to the Services; or (d) as required for legal or regulatory reasons. We will make reasonable efforts to notify Customer in advance of any scheduled unavailability.

4.3 Support

Customer can reach out to support@colee.ai for support requests. When Customer requires additional support beyond standard offerings, the parties will discuss the scope and any applicable fees.

4.4 Paid Pilot

LIMU may offer new Customers the opportunity to test and evaluate the Services through a Paid Pilot for a limited period of time at a reduced rate. The terms, duration, and fees for the Paid Pilot will be specified in the applicable Order. During the Paid Pilot, certain Services or features may be limited. At the end of the Paid Pilot period, Customer may choose to continue with a full Subscription Term at LIMU's then-current subscription fees, or terminate the engagement. If Customer does not provide notice of termination prior to the end of the Paid Pilot, the engagement will automatically convert to a full Subscription Term as specified in the Order.

4.5 Beta Products

LIMU may allow Customers to use and test certain Services or features designated as "beta", "pilot", or "preview" ("Beta Products"). Beta Products are provided on an "as is" and "as available" basis without warranty, support, or indemnification obligations. LIMU's entire liability for Beta Products will not exceed €100. Either party may cancel access to Beta Products at any time.

4.6 Integration with Third-Party Services

The Services integrate with, and depend on, Third-Party Services, including AI model providers, integration/connector providers, payment processors, and cloud infrastructure providers. Customer's use of any Third-Party Service is governed by Customer's agreement with the relevant provider and by that provider's applicable terms and acceptable use policies. LIMU is not responsible for Third-Party Services or for how third-party providers handle Customer Content.

4.7 Compliance with Law

Customer will comply with all applicable laws and regulations that apply to Customer's use of the Services, including consumer protection, intellectual property, and data protection requirements, and any laws applicable to Customer's use of automated or AI-based tools. Customer will also comply with the acceptable use policies of the underlying AI model providers used to deliver the Services.

4.8 AI Agents and Output

Customer acknowledges that the Services use machine learning and generative AI, and that:

(a) Agent Output may be inaccurate, incomplete, or otherwise unexpected, and may not reflect Customer's intent; Customer is responsible for reviewing and evaluating Agent Output before relying on or acting on it;

(b) Agent Output is not professional advice (including legal, financial, tax, medical, or similar advice), and must not be relied upon as such;

(c) given the nature of AI, output that is the same as or similar to Customer's may be generated for other customers, and the Services may produce different results for the same or similar inputs;

(d) Customer is responsible for configuring appropriate human oversight and approvals for any Agent action that has legal, financial, or otherwise significant effects, and for the actions Agents take on Customer's behalf, including through Connectors; and

(e) the underlying AI models are provided by Third-Party Services and are subject to their terms and acceptable use policies.

5.1

Customer will not, and will not allow others to: (a) sell, sublicense, distribute, or rent the Services, or grant unauthorized users access to the Services; (b) attempt to copy, modify, or create derivative works of the Services; (c) remove proprietary notices from the Services; (d) attempt to reverse engineer, decompile, or discover any source code, model weights, or algorithms of the Services; (e) access the Services to develop a competing product or service, or use Agent Output to train a competing AI model; (f) use the Services to provide a hosted or managed service to others except as expressly permitted in an Order; (g) use the Services or Agents to send spam or unsolicited commercial messages; (h) conduct load, stress, security, or vulnerability tests on the Services without prior written authorization.

5.2

In addition, Customer will not, and will not allow others to, use the Services: (a) for any illegal or fraudulent activity; (b) to violate the intellectual property or other rights of others; (c) to generate or disseminate false, misleading, or deceptive content, or to impersonate any person or entity; (d) for any content or activity that is defamatory, harassing, abusive, or otherwise offensive or unlawful; (e) to violate the security, integrity, or availability of any system on which the Services rely, or to circumvent usage limits, Credits, or access controls; (f) in any manner that violates the acceptable use policy of any underlying AI model provider.

6.1 Ownership of Services

LIMU owns and reserves all right, title, and interest, including intellectual property rights, in and to the Services, the Colee platform and Agent technology, and Usage Data. Underlying AI models are owned by their respective providers.

6.2 Customer Content and Agent Output

Customer owns and reserves all intellectual property rights in Customer Content. Customer grants to LIMU a non-exclusive, sublicensable license to access, copy, store, process, and transmit Customer Content and to instruct Third-Party Services (including AI model providers) as necessary to provide the Services. As between the parties, and to the extent permitted by the terms of the applicable AI model provider, Agent Output generated for Customer belongs to Customer; Customer is solely responsible for its Agent Output and its use.

6.3 Feedback

If Customer provides any feedback about the Services, LIMU may use such feedback without restriction and without compensation to Customer.

7.1 Data Processing

When providing the Services, LIMU processes personal data on behalf of Customer, including personal data of End Users and any individuals whose data is contained in Customer Content or made available through Connectors. The Data Processing Agreement ("DPA") applies to the processing of personal data and is incorporated into these Terms.

7.2 How We Use Data

LIMU collects and processes data to provide and improve the Services. This includes:

• Account and Organization Information: We store account, organization, and End User details to manage access, subscriptions, and support.
• Customer Content and Agent Configuration: We store agent instructions, prompts, configuration, uploaded files, workspace files, and agent memory so that Agents can perform the tasks Customer directs.
• Agent Execution Data: We process the inputs and outputs of Agent runs, together with activity logs and tool-call records, to run Agents, provide the Services, and troubleshoot. To generate Agent Output, this data is transmitted to third-party AI model providers.
• Connected Service Data: Where Customer authorizes a Connector, we process data retrieved from, or sent to, the connected Third-Party Service as necessary to perform the tasks Customer directs.
• Payment Data: Payment information is tokenized through our third-party payment processor. We do not store full payment card details.
• Usage and Analytics Data: We collect anonymized, aggregated usage data to understand how the Services are used, identify issues, and improve functionality. This data cannot be used to identify individuals.

7.3 Data Sharing with Third Parties

We share data with Third-Party Services only as necessary to provide the Services, including:

• AI model providers, which receive the data needed to generate Agent Output;
• Our payment processor, which receives the information needed to process transactions;
• Integration/connector providers and the Third-Party Services that Customer connects, which receive the data needed to perform the actions Customer directs; and
• Cloud infrastructure providers, which host the Services and store data on our behalf.

The current list of subprocessors is set out in, or referenced by, the DPA.

7.4 Data Retention

We retain Customer Content for the duration of the Agreement and delete it within 30 days after termination, unless longer retention is required by law or requested by Customer.

8.1

"Confidential Information" means any information disclosed by either party to the other in connection with the Agreement that is marked as confidential or should reasonably be understood to be confidential, including proprietary technology, business plans, pricing, and customer data.

8.2

The receiving party will: (a) not use the disclosing party's Confidential Information for any purpose outside of this Agreement; (b) not disclose Confidential Information except on a need-to-know basis; (c) ensure recipients are bound by confidentiality obligations; and (d) use reasonable measures to protect such Confidential Information.

8.3

Confidential Information excludes information that: (a) was already known to the recipient; (b) becomes publicly known through no fault of the recipient; (c) is independently developed; or (d) is lawfully obtained from a third party.

9.1

The fees owed by Customer are stated in the applicable Order or in the plan selected by Customer, and are payable by means of payment methods accepted by LIMU. All fees are non-refundable except as expressly set out in these Terms.

9.2

The Services are billed on a subscription and/or usage basis. Running Agents and using certain features consumes Credits. Each subscription plan includes an allotment of Credits for the applicable period; usage beyond the included Credits ("overage") is billed at the overage rate stated in the Order or plan. Unused Credits do not roll over unless expressly stated.

9.3

LIMU may offer a Trial. A Trial may include a limited number of Credits and a limited duration, and may require a valid payment method. Unless Customer cancels before the end of the Trial, the subscription will begin and the applicable fees will apply.

9.4

Fees do not include sales, VAT, or similar taxes. Applicable taxes will be shown as a separate line item on invoices or at checkout.

9.5

LIMU reserves the right to update its fees from time to time. LIMU will notify Customer of material fee changes, which will be effective at the start of Customer's next Subscription Term.

9.6

Where payment is due on an invoice basis, Customer will pay within 14 days of the invoice date unless otherwise indicated in the Order. Where payment is charged automatically to a payment method on file, fees are charged in advance for each billing period.

9.7

If Customer misses a payment and fails to pay after receiving a reminder, LIMU may: (a) charge interest of 1.5% per month or the maximum allowed by law; and/or (b) suspend access to the Services until fees are paid in full.

10.1 Indemnification by LIMU

LIMU will defend Customer against any third-party claim that the Services infringe any patent, copyright, trademark, or trade secret of that third party, and will indemnify Customer for costs and damages finally awarded, subject to the limitations in Section 11. This obligation does not apply to any claim to the extent it arises from Customer Content, Agent Output, Customer's instructions or configuration, Customer's use of the Services in breach of the Agreement, or any Third-Party Service (including AI model providers).

10.2 Indemnification by Customer

Customer will defend LIMU against any third-party claim resulting from Customer Content, Agent Output, actions taken by Agents on Customer's behalf, or a breach of Section 5, and will indemnify LIMU for costs, damages, and fines resulting from such claims.

10.3

Indemnification obligations are subject to: (a) prompt notice of the claim; (b) sole control over defense and settlement by the indemnifying party; and (c) reasonable assistance from the indemnified party.

11.1 Limitation on Indirect Damages

To the maximum extent permitted by law, neither party will have liability for lost profits, revenues, goodwill, or data, or for indirect, special, incidental, consequential, or punitive damages.

11.2 Limitation of Liability

Each party's entire liability under the Agreement will not exceed the amounts paid or payable to LIMU in the 12 months preceding the first incident giving rise to liability.

11.3 Exceptions

These limitations do not apply to: (a) gross negligence, wilful misconduct, or fraud; (b) liability that cannot be excluded by law; (c) Customer's payment obligations; or (d) Customer's breach of Section 5.

12.1

The Subscription Term is stated in the Order or the plan selected by Customer.

12.2

Unless otherwise stated, subscriptions automatically renew for successive terms equal to the initial term, unless either party provides 30 days' notice of non-renewal before the end of the current term.

12.3

Either party may terminate the Agreement: (a) if the other party commits an incurable material breach; (b) if the other party fails to cure a material breach within 30 days of notice; or (c) immediately if the other party becomes subject to bankruptcy or insolvency proceedings.

13.1

Upon termination, Customer's rights to access and use the Services cease immediately.

13.2

LIMU will invoice for fees owed up to the termination date. If Customer terminates due to LIMU's material breach, LIMU will provide a pro-rata refund of unused prepaid fees.

13.3

LIMU will delete Customer Content within 30 days after termination.

13.4

Sections 6, 7, 8, 9, 10, 11, and 16 survive termination.

15.1

LIMU may update these Terms from time to time. We will notify Customer of material changes at least two weeks before they take effect. If Customer does not accept the changes, Customer may terminate the Agreement within 14 days of notification.

15.2

LIMU will not provide notice for: (a) non-material changes; (b) changes required by law; or (c) changes reflecting new features or Services.