The rules of using ArgosBrain.

Who this agreement is between.

These Terms of Use (the "Terms") are a binding legal agreement between you (an individual or the entity you represent, "you") and ManageVendors Inc., a Delaware corporation with its registered office at 131 Continental Dr, Suite 305, Apt. 33, Newark, DE 19713, USA ("Company", "we", "us"). ArgosBrain is a product and brand of the Company.

By accessing or using the Website, the Software, any APIs we host, or any paid service we offer (together, the "Services"), you agree to be bound by these Terms and by our Privacy Policy. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity. If you do not agree to these Terms, do not use the Services.

The engine is commercial. The benchmark is MIT.

The ArgosBrain engine (the Rust binary, the MCP server, the CLI — collectively the "Engine") is proprietary software owned by ManageVendors Inc. It is distributed under a commercial licence whose terms depend on how you obtained the binary (free tier, trial, paid plan, or design-partner agreement). The Engine source code is not open-source.

The LongMemCode benchmark (github.com/CataDef/LongMemCode) is MIT-licensed as specified in the repository's LICENSE file (the "Open-Source Licence"). Your rights to download, copy, modify, distribute, and use the benchmark are governed exclusively by that Licence; nothing in these Terms restricts those rights.

These Terms govern (a) your use of the Website, (b) your use of any APIs or paid plans we host, (c) your use of the Engine binary where you have obtained it from us, (d) our trademarks, and (e) content we publish. They do not restrict your rights under the Open-Source Licence of the benchmark.

Who may use the Services.

The Services are intended for individuals who are at least 16 years of age (or the minimum age of digital consent in your jurisdiction, whichever is higher) and for legal entities with capacity to enter contracts. The Services are not directed to children.

If we introduce accounts, you will be responsible for (a) providing accurate information, (b) keeping your credentials confidential, (c) all activity that occurs under your account, and (d) notifying us promptly at [email protected] of any unauthorised access.

You may not use the Services if you are (i) located in, ordinarily resident in, or organised under the laws of a country subject to comprehensive US sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea / Donetsk / Luhansk regions of Ukraine), or (ii) listed on the US Department of the Treasury's Specially Designated Nationals list, the Entity List, or any equivalent restricted-party list.

Don't do these things.

When using the Services, you will not:

• violate any applicable law, regulation, or third-party right;
• attempt to gain unauthorised access to, or interfere with, the Services, related systems, or other users' accounts;
• probe, scan, or test the vulnerability of the Services except as permitted by our security-disclosure policy at [email protected];
• submit automated requests to the contact-form endpoint or any other API beyond reasonable human-scale use; send spam, phishing, malware, or unsolicited bulk content through forms or emails we operate;
• reverse engineer, decompile, or attempt to extract source code of any component that is not already open-source, or circumvent any rate-limiting, access-control, or billing mechanism;
• misrepresent your affiliation with us, impersonate us or our personnel, or misuse our trademarks (see §6);
• use the Services to build a competing product by copying materials that are not under an open-source licence;
• scrape the Website at a rate that materially degrades service for other users, ignore our robots.txt, or train machine-learning models on Website content without our written permission (training models on the open-source code in our public repos is permitted subject to the MIT Licence).

We may, at our discretion, suspend or terminate your access to any Service we host if we reasonably believe you are violating these Terms or creating risk for us or other users, subject to §11.

What happens to what you submit.

You retain ownership of any information you submit through the contact form, email, or any other channel ("Your Content"). You grant us a worldwide, non-exclusive, royalty-free licence to use Your Content for the limited purposes of (a) responding to your inquiry, (b) operating and improving the Services, (c) preventing abuse, and (d) complying with legal obligations. We will not publish Your Content externally without your permission.

You represent that you have the right to submit Your Content and that it does not infringe any third-party right or violate any law.

If you send us unsolicited feedback, ideas, or suggestions ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use Feedback for any purpose without obligation. You agree Feedback is non-confidential.

Trademarks, copyrights, everything else.

"ArgosBrain", "Neurogenesis", "LongMemCode", the ArgosBrain logo, and related marks are trademarks of ManageVendors Inc. Use of these marks requires our prior written permission, except as permitted under (i) the Open-Source Licence for attributional purposes, or (ii) fair use.

Except for (a) Your Content, (b) the open-source Software under its Open-Source Licence, and (c) third-party materials clearly identified as such, the Website and its contents — including text, graphics, design, benchmarks, and compiled binaries we distribute — are owned by or licensed to the Company and are protected by copyright, trademark, and other intellectual-property laws. No rights are granted except as expressly set out in these Terms or the applicable Open-Source Licence.

If you believe content on the Website infringes your copyright, send a notice compliant with 17 U.S.C. § 512(c)(3) to our designated agent at [email protected] with "DMCA" in the subject line.

If and when you pay us.

Where we offer paid plans ("Paid Services"), the specific terms — price, billing frequency, features, and any service-level commitments — will be set out in an Order Form, plan page, or separate agreement signed between you and the Company (together, the "Order"). The Order and these Terms together form the complete agreement for the Paid Services; if there is a conflict, the Order controls.

Unless an Order says otherwise: fees are stated in US dollars, exclude taxes, are billed in advance, and are non-refundable except as required by law. You authorise us (or our payment processor) to charge your payment method for the fees. Late or failed payments may result in suspension of Paid Services after reasonable notice.

You may cancel a Paid Service at any time; cancellation stops future renewals but does not refund the current billing period. We may change prices on renewal with at least 30 days' notice.

How we handle personal data.

Our collection and use of personal information is described in the Privacy Policy, which is incorporated into these Terms by reference. By using the Services you acknowledge the practices described there.

The Services are provided "as is".

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ALL CONTENT, SOFTWARE, BENCHMARKS, AND MATERIALS MADE AVAILABLE THROUGH THEM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT DEFECTS WILL BE CORRECTED. WE DO NOT WARRANT THAT THE SOFTWARE, ANY BENCHMARK RESULT, OR ANY RETRIEVAL OUTPUT IS ACCURATE, COMPLETE, OR SUITABLE FOR YOUR USE CASE. YOU ARE RESPONSIBLE FOR EVALUATING THE SOFTWARE AND OUTPUT BEFORE RELYING ON IT, PARTICULARLY IN PRODUCTION, SAFETY-CRITICAL, OR HIGH-STAKES ENVIRONMENTS.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS OF IMPLIED WARRANTIES; THOSE DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW IN YOUR JURISDICTION.

Caps and exclusions.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID THE COMPANY FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS (US$100).

NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION, GROSS NEGLIGENCE, WILFUL MISCONDUCT, DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR CONSUMER-PROTECTION RIGHTS WHERE APPLICABLE.

When you hold us harmless.

You will defend, indemnify, and hold harmless the Company and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your breach of these Terms, (b) Your Content, (c) your use of the Services in violation of law or third-party rights, or (d) your gross negligence or wilful misconduct. We will notify you promptly of any claim, let you control the defence (with counsel reasonably acceptable to us), and reasonably cooperate at your expense; you will not settle a claim in a manner that admits our fault or imposes obligations on us without our prior written consent.

Ending the agreement.

You may stop using the Services at any time. We may suspend or terminate your access, with or without notice, if (a) you materially breach these Terms, (b) we are required to do so by law, (c) your use poses a security, legal, or reputational risk to us or others, or (d) we cease offering the relevant Service. Sections that by their nature should survive termination (including §§5 Feedback, 6, 8, 9, 10, 11, 13, 14, and this §12) will survive.

Delaware law. Arbitration for US consumers (opt-out available).

Governing law. These Terms are governed by the laws of the State of Delaware, USA, excluding its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply. These Terms do not deprive consumers of protections granted by mandatory law in their country of habitual residence.

Arbitration (US residents only). If you are a resident of the United States, any dispute between you and the Company arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules, seated in Wilmington, Delaware, with the language of the proceeding in English. Judgment on the award may be entered in any court of competent jurisdiction. You and the Company each waive the right to a jury trial and to participate in a class action, class arbitration, or representative proceeding. Notwithstanding the foregoing, either party may bring an individual action in small-claims court, and either party may seek injunctive or equitable relief in court for intellectual-property infringement or unauthorised access.

Arbitration opt-out. You may opt out of the arbitration clause by emailing [email protected] within 30 days of first accepting these Terms, with the subject line "Arbitration Opt-Out" and including your name and the email you used to contact us. Opting out will not affect any other provision of these Terms.

Non-US residents. If you are not a US resident and arbitration is unenforceable in your jurisdiction, disputes will be resolved in the state or federal courts located in Delaware, USA, and you consent to personal jurisdiction there — except where mandatory consumer-protection law in your country of residence grants you the right to bring proceedings locally.

Boilerplate, but it matters.

• Entire agreement. These Terms, together with the Privacy Policy and any applicable Order, constitute the entire agreement between you and the Company concerning the Services and supersede any prior agreements on the same subject.
• Changes. We may update these Terms from time to time. If we make material changes, we will update the "Last updated" date and, for significant changes, provide at least 14 days' advance notice on the homepage or by email. Your continued use after the effective date constitutes acceptance.
• No waiver. Our failure to enforce a provision is not a waiver of our right to enforce it later.
• Severability. If any provision is held unenforceable, the rest remains in effect and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms without restriction in connection with a merger, acquisition, reorganisation, or sale of assets.
• Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control.
• Notices. Notices to you may be given by email, Website posting, or in-product notice. Notices to us must be sent to [email protected] and to ManageVendors Inc., Attn: Legal, 131 Continental Dr, Suite 305, Apt. 33, Newark, DE 19713, USA.
• Relationship. Nothing in these Terms creates an employment, agency, partnership, or joint-venture relationship.
• Export controls. You agree to comply with all applicable export-control and sanctions laws, including those of the United States.
• Third-party beneficiaries. There are no third-party beneficiaries of these Terms.

Legal notices & questions.

ManageVendors Inc., Attn: Legal
131 Continental Dr, Suite 305, Apt. 33
Newark, DE 19713, USA
Email: [email protected]
Phone: +1 (310) 943-3476

This document is provided for general informational purposes and does not constitute legal advice. Consult qualified counsel for advice tailored to your situation.