Welcome to Toolhouse, a platform provided by Toolhouse Technologies, Inc. ("Toolhouse", "Company", "we", "us", or "our"). By accessing or using our platform, you agree to be bound by these Terms of Service ("Terms") and our Privacy Policy. If you do not agree to these Terms, please do not use our platform.

1. ACCEPTANCE OF TERMS

By accessing or using Toolhouse, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy. If you are using Toolhouse on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms and that such organization agrees to be bound by these Terms.

2. DEFINITIONS

For purposes of these Terms:

• "API" means Toolhouse's application programming interface.

• "Content" means any data, information, text, software, music, sound, photographs, graphics, video, messages, or other materials.

• "Licensed Content" means data, information, or materials obtained through Toolhouse's web search, web scraping, or similar data retrieval tools.

• "Platform" means Toolhouse's website, API, tools, services, and related infrastructure.

• "User Content" means any Content that you submit, post, or transmit through the Platform.

• "AI Model" means any artificial intelligence, machine learning, or neural network model, system, or algorithm.

3. USE OF THE PLATFORM

3.1 Permitted Use

Toolhouse provides a platform for users to access various tools and services for building agents and applications. You agree to use the Platform only for lawful purposes and in accordance with these Terms.

3.2 User Responsibilities

You are solely responsible for:

• Your conduct on the Platform

• Any User Content you post or transmit through Toolhouse

• Compliance with all applicable laws and regulations

• Obtaining all necessary rights and permissions for your use of the Platform

3.3 Account Requirements

You must be at least 18 years old or the age of majority in your jurisdiction, whichever is greater, to use the Platform. If you are under 18, you may only use the Platform with the involvement and consent of a parent or guardian.

4. PROHIBITED USES AND AI TRAINING RESTRICTIONS

4.1 General Prohibitions

You agree not to:

• Use the Platform for any unlawful purpose or in violation of any applicable laws

• Attempt to gain unauthorized access to the Platform or related systems

• Interfere with or disrupt the Platform's operation

• Use the Platform to transmit harmful, offensive, or illegal content

• Reverse engineer, decompile, or disassemble any part of the Platform

• Use automated systems to access the Platform except through provided APIs

• Violate any third-party rights, including intellectual property rights

4.2 AI Training Prohibition

You are expressly prohibited from:

• Using the Platform, its tools, services, or infrastructure to train, fine-tune, or develop any AI Models

• Using any outputs, results, data, or information obtained from the Platform (including Licensed Content) as training data for AI Models

• Incorporating Platform-derived data into datasets used for AI Model training

• Using the Platform to facilitate or support AI Model training by third parties

• Creating derivative works from Platform outputs for the purpose of AI Model training

This prohibition applies to all forms of machine learning, including but not limited to supervised learning, unsupervised learning, reinforcement learning, and transfer learning.

4.3 Enforcement

Violations of Section 4.2 constitute a material breach of these Terms and may result in immediate termination of your access to the Platform, legal action, and claims for damages.

5. USER ACCOUNTS

5.1 Account Creation

To access certain features of Toolhouse, you may be required to create an account. You agree to:

• Provide accurate, complete, and current information

• Maintain and update your account information

• Keep your account credentials confidential

• Notify us immediately of any unauthorized use of your account

5.2 Account Security

You are responsible for all activities that occur under your account. We recommend using strong passwords and enabling two-factor authentication where available.

5.3 Account Termination

You may terminate your account at any time. We may suspend or terminate your account for violations of these Terms or for any other reason with or without notice.

6. LICENSED CONTENT AND DATA RIGHTS

6.1 Licensed Content Grant

Subject to your compliance with these Terms, Toolhouse grants you a non-exclusive, non-transferable license to use Licensed Content obtained through the Platform's web search, web scraping, and similar data retrieval tools for:

• Commercial purposes

• Non-commercial purposes

• Creation of derivative works

6.2 Licensed Content Restrictions

You may not:

• Redistribute Licensed Content without express written permission from Toolhouse and/or applicable license partners

• Use Licensed Content in violation of any applicable third-party rights

• Use Licensed Content for AI Model training as prohibited in Section 4.2

6.3 No Attribution Required

Unless specifically required by third-party license terms, you are not required to provide attribution for Licensed Content.

6.4 Third-Party Rights

Licensed Content may be subject to third-party intellectual property rights. You are responsible for ensuring your use complies with all applicable rights and licenses.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Platform Rights

Toolhouse and its licensors retain all rights, title, and interest in and to the Platform, including all intellectual property rights. The Platform is protected by copyright, trademark, patent, and other laws of the United States and foreign countries.

7.2 User Content Rights

You retain ownership of your User Content but grant Toolhouse a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and distribute your User Content as necessary to provide the Platform services.

7.3 Feedback

Any feedback, suggestions, or improvements you provide regarding the Platform become the property of Toolhouse and may be used without restriction.

8. DATA PROCESSING AND RETENTION

8.1 Data Collection

We collect and process data as described in our Privacy Policy, including:

• Account information

• Usage data and analytics

• API calls and responses

• User Content

8.2 Data Retention

We retain data for as long as necessary to provide services, comply with legal obligations, and enforce these Terms. Specific retention periods are detailed in our Privacy Policy.

8.3 Data Security

We implement reasonable security measures to protect your data, but cannot guarantee absolute security.

9. THIRD-PARTY SERVICES

9.1 Integration

The Platform may contain links to or integrate with third-party websites, services, or applications. We do not endorse or assume responsibility for third-party content, privacy policies, or practices.

9.2 Third-Party Terms

Your use of third-party services is subject to their respective terms and conditions. You are responsible for reviewing and complying with such terms.

10. SERVICE LEVELS AND AVAILABILITY

10.1 Service Availability

We strive to maintain high availability but do not guarantee uninterrupted service. The Platform may be unavailable due to maintenance, updates, or unforeseen circumstances.

10.2 Service Modifications

We may modify, suspend, or discontinue any aspect of the Platform at any time with or without notice.

10.3 No Service Level Agreement

Unless separately agreed in writing, we do not provide service level commitments or guarantees.

11. EXPORT CONTROL COMPLIANCE

You acknowledge that the Platform may be subject to U.S. export control laws and regulations. You agree to comply with all applicable export control laws and will not use the Platform in violation of such laws.

12. PRIVACY POLICY

Your privacy is important to us. Our Privacy Policy explains how we collect, use, and protect your information when you use the Platform. By using the Platform, you consent to the collection and use of information in accordance with our Privacy Policy.

13. DISCLAIMER OF WARRANTIES

13.1 "AS IS" Basis

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

13.2 Warranty Disclaimers

WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY

• FITNESS FOR A PARTICULAR PURPOSE

• NON-INFRINGEMENT

• ACCURACY, RELIABILITY, OR AVAILABILITY OF THE PLATFORM

• THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM VIRUSES

13.3 Licensed Content Warranties

WE MAKE NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF LICENSED CONTENT.

14. LIMITATION OF LIABILITY

14.1 Damages Limitation

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TOOLHOUSE TECHNOLOGIES, INC., ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES

• LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES

• DAMAGES ARISING FROM YOUR USE OR INABILITY TO USE THE PLATFORM

14.2 Liability Cap

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

14.3 Exceptions

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you.

15. INDEMNIFICATION

15.1 Your Indemnification

You agree to indemnify, defend, and hold harmless Toolhouse and its affiliates, officers, directors, employees, agents, and licensors from any claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Platform

• Your User Content

• Your violation of these Terms

• Your violation of any third-party rights

15.2 EU Consumer Protection

If you are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident, and nothing in these Terms affects your statutory rights as a consumer.

16. DISPUTE RESOLUTION

16.1 Informal Resolution

Before initiating formal proceedings, parties agree to attempt to resolve disputes through good faith negotiations.

16.2 Binding Arbitration

Any dispute arising out of these Terms shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in Delaware, United States.

16.3 Class Action Waiver

You agree to resolve disputes individually and waive any right to participate in class actions or representative proceedings.

16.4 Exceptions

Either party may seek injunctive relief in court for intellectual property violations or breach of confidentiality obligations.

17. MODIFICATION OF TERMS

17.1 Right to Modify

We reserve the right to modify these Terms at any time. Material changes will be effective thirty (30) days after posting notice on the Platform or sending notice to your registered email address.

17.2 Acceptance of Changes

Your continued use of the Platform after the effective date of any changes constitutes acceptance of the modified Terms.

17.3 Disagreement with Changes

If you do not agree to modified Terms, you must discontinue use of the Platform.

18. TERMINATION

18.1 Termination by You

You may terminate your account and these Terms at any time by discontinuing use of the Platform and closing your account.

18.2 Termination by Us

We may suspend or terminate your access to the Platform immediately, without notice and without liability, for any reason, including:

• Violation of these Terms

• Fraudulent, abusive, or illegal activity

• Extended periods of inactivity

• Technical or security issues

18.3 Effect of Termination

Upon termination:

• Your right to use the Platform ceases immediately

• Provisions that by their nature should survive termination shall remain in effect

• You remain liable for any outstanding obligations

19. GOVERNING LAW AND JURISDICTION

19.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law.

19.2 Jurisdiction

Subject to the arbitration provisions in Section 16, any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in Delaware, United States, and you consent to the personal jurisdiction and venue of such courts.

20. MISCELLANEOUS PROVISIONS

20.1 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

20.2 Entire Agreement

These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Toolhouse Technologies, Inc. regarding your use of the Platform and supersede all prior agreements and understandings, whether written or oral.

20.3 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

20.4 Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

20.5 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control.

20.6 Notices

Notices to you may be made via email or regular mail. Notices to us should be sent to the address provided in Section 21.

20.7 Headings

Section headings are for convenience only and shall not affect the interpretation of these Terms.

21. CONTACT INFORMATION

If you have any questions about these Terms, please contact us at:

Toolhouse Technologies, Inc.
Email: hello@toolhouse.ai

By using Toolhouse, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.