This End-User License Agreement (the "Agreement") is a legal contract between Bastios AI LLC, a Texas limited liability company ("Bastios," "we," "us," or "our"), and the business that licenses the Software (the "Client," "you," or "your"). Read it carefully. You agree to be bound by this Agreement by clicking "I Agree" where it is presented to you, or by signing a document that identifies this Agreement by version. Bastios does not treat installing or using the Software as agreement (Section 0.1). If you do not agree, do not install or use the Software. If you are accepting on behalf of a company, you represent that you have authority to bind that company.
The parties to this Agreement are Bastios AI LLC, a Texas limited liability company, and the Client.
The Client accepts this Agreement only by an affirmative act, being the earlier to occur of: (a) an Authorized User clicking "I Agree" (or an equivalent affirmative control) presented at first run, activation, installation, or in the Portal; or (b) the Client's authorized representative executing an Order Form, Master Services Agreement, Managed Services Addendum, engagement letter, or other written instrument that identifies this Agreement by version. Where this Agreement and a signed Order Form or Master Services Agreement between the parties conflict, the order of precedence in Section 22 governs.
Installing, accessing, or using the Software is not acceptance of this Agreement, and Bastios does not treat it as acceptance. Where no affirmative acceptance of this version has been recorded, the Client's rights and obligations are governed by the last version the Client affirmatively accepted, and the Managed Services in Sections 9A–9C remain unavailable (Sections 0.3 and 0.4).
Bastios records, for each acceptance: the version of this Agreement accepted, the date and time of acceptance, the accepting individual, and the Client organization. Acceptance is recorded by one or both of the following methods:
Acceptance is never inferred from installation or from continued use of the Software. Bastios records only an affirmative act — an executed document or an affirmative in-product acceptance — and treats nothing else as acceptance of this version (see Sections 0.1 and 0.3).
The version of this Agreement a Client most recently accepted remains in force for that Client until that Client accepts this version. This version does not apply retroactively and is not adopted by silence or by continued use of a previously licensed Box. A Client that does not accept this version continues under the version it last accepted and may not use the Managed Services described in Sections 9A–9C.
BINDING SEQUENCING RULE. BASTIOS WILL NOT ENABLE ANY MANAGED SERVICE (SECTIONS 9A–9C) FOR A PAYING CLIENT UNTIL (a) AN AUTHORIZED REPRESENTATIVE OF THAT CLIENT HAS AFFIRMATIVELY ACCEPTED THIS VERSION OF THIS AGREEMENT AND THE BASTIOS PRIVACY POLICY OF THE SAME VERSION BY ONE OF THE METHODS IN SECTION 0.2, AND (b) BASTIOS HOLDS THAT ACCEPTANCE RECORD. Managed Services are off by default. Where a Client has not accepted this version, the Software operates in Direct Mode or Local Mode only (Section 9).
Bastios adopted this rule because Version 1.1 does not accurately describe Managed Inference. Bastios will not rely on a general "we may update these terms" clause to bring a Client within materially different data-processing and billing terms. Material changes to how Bastios processes Client Content or charges for Managed Services require fresh affirmative acceptance (see Section 21).
Subject to this Agreement and payment of the applicable one-time delivery fee, Bastios grants the Client a perpetual, non-exclusive, non-transferable, non-sublicensable license to install and run one (1) instance of the purchased Edition or Tier on the single Client-owned Device, for the Client's internal business operations only. The Software runs as one isolated instance per Client.
The one-time delivery fee conveys ownership of the licensed copy of the Software for the Tier purchased: you own and keep what you bought, with no access gate. The Software is licensed, not sold; Bastios retains all rights in the Software itself as set out in Section 6. The perpetual license survives cancellation of any Subscription (see Sections 5 and 18).
The perpetual license is not a license to the Managed Services. New in 1.2 Managed Services (Section 9A) are a separate, ongoing, metered service that Bastios provides only while the Client's account is in good standing. Cancelling, suspending, or exhausting Managed Services does not affect the perpetual on-box license, and the Client may at any time return the Box to Direct Mode using its own provider credentials, or to Local Mode.
Software licensed, not sold; hardware is separate. Where Bastios delivers the Software pre-installed on storage media or on a Client-owned or Bastios-provisioned Device, any sale or transfer of that hardware is separate from, and does not convey any ownership of or any additional license to, the Software. Title to the Software and all copies remains with Bastios at all times. The license is personal to the Client and may not be resold, rented, transferred, or assigned except as expressly permitted in Section 22.
The Client may change its copy. New in 1.2 The Client's right to modify the Software on its own Box, and the limits that attach to anything it derives from the Software, are set out in Section 4A.
Bastios delivers the Software by white-glove provisioning onto Client-owned hardware. The Client owns the Device and the local master folder in which Client-facing files reside. The Software runs on the Box, single-tenant: one instance per Client, never shared with, shown to, or accessible by any other Client.
The local web user interface binds to the loopback interface (127.0.0.1) by default and is not reachable from the network by default. Optional LAN or VPN access is an explicit operator opt-in that sits behind session authentication and is refused until an owner account exists on the Box. Operational state (registry, event log, search index, caches, locks) is stored locally on the Box and outside any synced folder.
3A.1 No standing access. Bastios has no standing right of remote access to the Box. Except as this Section allows, Bastios does not connect to, log into, or operate the Box, and nothing in this Agreement grants such access by implication, by course of dealing, or as an incident of support or Updates.
3A.2 Access requires a separate written authorization, not this Agreement. Bastios may access the Box remotely only where the Client has given a separate, specific, written authorization outside this Agreement — a support authorization identifying the purpose, the scope, and the period. Acceptance of this Agreement is not such an authorization, and no support request, ticket, incident, or verbal approval is a substitute for one.
3A.3 What the authorization must state, and what it may not do. Each authorization states the troubleshooting purpose, the scope of access, and an expiry. An authorization is limited in time and expires by its own terms; it does not renew automatically and it is not a continuing consent. The Client may revoke it at any time, for any reason, without cause and without notice, and Bastios will cease access on revocation.
3A.4 What Bastios will and will not do while connected. Bastios accesses only what the stated purpose requires. Bastios does not use remote access to browse, collect, index, copy, or retain Client Data, and does not use it to circumvent any control this Agreement describes. The prohibitions elsewhere in this Agreement apply with full force during remote access — in particular the finance/PII egress hard-block (Section 10.3), the no-training commitment (Section 9.4), and the rule that Bastios retains no Client Data on Bastios servers (Section 7). Remote access is a session on the Client's own Box; it is not a channel for moving Client Data to Bastios.
3A.5 Necessarily incidental exposure, stated honestly. Troubleshooting a system that holds the Client's data may expose Bastios personnel to that data in the course of the work. Bastios does not pretend otherwise. Such exposure is limited to what the purpose requires, is subject to the confidentiality obligations in Section 14, and does not create any right to retain, reuse, or disclose what was seen.
3A.6 Record. Remote access sessions are recorded in the Box's append-only audit log, which the Client can read (Section 13). The record includes the fact of access, when it began and ended, and the authorization relied on.
3B.1 An option the Client elects, never a default. Where the Order Form so provides, the Client may elect to have Bastios host the Client's Box at a facility Bastios operates or contracts for, rather than at the Client's own premises. This is an election the Client makes. Bastios does not move, relocate, or host a Box without the Client's written election.
3B.2 What does not change. A hosted Box remains single-tenant to that Client. It is not shared with, and does not serve, any other client. The Client's data on it is not commingled with any other client's data. Every other commitment in this Agreement continues to apply to a hosted Box exactly as it applies to a Box at the Client's premises — including the finance/PII egress hard-block, the human-approval requirements, the no-training commitment, and the rule that Bastios does not use Client Data for any purpose other than delivering the Software and the services the Client has bought.
3B.3 What does change, stated plainly. Physical custody moves. For a hosted Box, Bastios and its facility provider have physical access to the hardware, and Bastios's personnel have the administrative access necessary to operate and maintain it. The statement that the Client's data resides on hardware at the Client's own premises does not apply to a hosted deployment, and Bastios will not describe a hosted deployment as on-premises. The Client should weigh that difference deliberately; it is the reason this is an election rather than a default.
3B.4 Ownership, location and access. Title to the hardware, and ownership of the Client Data on it, are as stated in the Order Form; hosting does not transfer ownership of Client Data to Bastios in any circumstance. The facility, its country and region, and the operator are identified in the Order Form. Bastios personnel access a hosted Box only as needed to operate, maintain, secure, or support it, under the confidentiality obligations of Section 14, and such access is logged in the same append-only audit log described in Section 13.
3B.5 Return and exit. On termination or on the Client's request, Bastios will return the Client Data — and, where the Client owns the hardware, the hardware — or migrate the deployment to the Client's premises, on the terms and within the period stated in the Order Form. Bastios will then delete the Client Data remaining in its custody and, on request, certify that deletion in accordance with Section 9C.
3B.6 Subprocessor disclosure. The facility provider for a hosted deployment is a Subprocessor for the purposes of Section 9C and is named in the Order Form and in Bastios's subprocessor disclosures, with the change-notice rights described there.
The Client and its Authorized Users may use the Software only as expressly licensed. Section 4A states the one exception to the list below: the Client may modify its own copy of the Software, on the terms stated there. Except as Section 4A expressly permits, the Client shall not, and shall not permit any third party to:
Bastios installs the Software on hardware the Client owns, and puts an AI agent on it. Clients will want to change it, and Bastios would rather say so plainly than pretend otherwise. This Section states what the Client may do, what it may not do with the result, and what modifying costs in warranty terms.
Bastios grants the Client a personal, non-exclusive, non-transferable, non-sublicensable right to make Client Modifications to its licensed copy of the Software, on the licensed Device, for the Client's internal business operations only. The Client may do this itself, through a contractor acting on its behalf, or by directing an AI agent it runs on the Box. This right is part of the license granted in Section 2 and is co-terminous with it: it begins when that license begins and ends when that license ends.
Two limits ride with it. First, the restrictions in Section 4 apply to a modified copy exactly as they apply to an unmodified one. In particular, a Client Modification may not disable, bypass, remove, or circumvent the Permission Broker, the Audit Log, the loopback binding, license keys or activation, the finance/PII egress controls, or any other security control (Section 13), and may not extend the Software to a second Device. Second, the Client may not remove or alter Bastios's copyright, license, or attribution notices. A change that does either of those things is a breach of this Agreement, not an exercise of this Section.
This Section is permission to modify a licensed copy. It is not a transfer of ownership. Bastios retains all right, title, and interest in the Software as set out in Section 6.1, including in every part of the Software that survives inside a Client Derivative.
A Client Derivative is licensed to that Client only, for that Client's internal business operations, on the licensed Device. It is non-transferable and non-sublicensable. The Client may not sell, license, rent, lease, distribute, publish, open-source, contribute to any public or shared repository, submit as training material to any model, host for the benefit of a third party, or assign a Client Derivative — including by way of a merger, reorganization, change of control, or sale of all or substantially all of the Client's assets — without Bastios AI LLC's prior written permission, signed by an officer of Bastios. Bastios may grant, condition, or withhold that permission in its sole discretion.
The restriction attaches to the derived work, not to the medium. It follows any copy, fork, port, rewrite, or re-implementation that incorporates or is based on any part of the Software, and it binds any successor or assignee of the Client. Where the Client contributes original material of its own, the Client owns that original material; but it may not exploit the Client Derivative as a whole except as this Section permits.
No patent license. Nothing in this Section 4A grants the Client any license, immunity, or other right, express or implied, by estoppel or otherwise, under any patent or patent application owned or controlled by Bastios. Section 4A is permission to modify a licensed copy for the Client's own internal use, and no more.
This Section survives. Section 4A.2 survives expiration or termination of this Agreement and of the license, and continues for as long as the Client Derivative or any copy of it exists.
FROM THE MOMENT A CLIENT MODIFICATION IS APPLIED, THE LIMITED WARRANTY IN SECTION 15 AND EVERY OTHER REPRESENTATION, WARRANTY, SERVICE COMMITMENT, OR PERFORMANCE OBLIGATION BASTIOS MAKES UNDER THIS AGREEMENT IS VOID AS TO THE MODIFIED MODULE OR COMPONENT, AND AS TO ANY DEFECT, FAILURE, OR SECURITY EXPOSURE THAT BASTIOS REASONABLY DETERMINES THE CLIENT MODIFICATION CAUSED OR CONTRIBUTED TO. THE WARRANTY CONTINUES TO APPLY TO THE UNMODIFIED REMAINDER OF THE SOFTWARE.
Support. Bastios may decline to support, diagnose, patch, update, or accept a defect report against a Modified Deployment, and may require the Client, as a condition of support, to restore the Software to the unmodified state Bastios delivered and to reproduce the issue there. Bastios may agree in writing to support a specific Client Modification; absent that writing, it has no obligation to.
Restoration. If the Client restores a Modified Deployment to the unmodified state Bastios delivered, Bastios's obligations resume for the remainder of any then-unexpired warranty period, and support resumes.
The Software's own self-modification is not a Client Modification. The Software changes its own non-core modules through a governed facility Bastios builds, controls, and ships as part of the product (Sections 1 and 6.4). A Governed Self-Modification is Bastios's product doing what Bastios sold it to do. It is not a Client Modification, it does not create a Modified Deployment, and it does not affect any warranty, representation, or support obligation. The same is true of any change Bastios makes to the Software, or delivers as an Update. Bastios does not disclaim its own software's behavior.
A Client Modification, and the Client's use of it, is the Client's own act for the purposes of Section 17.
While the Subscription is active, Bastios will continue to make Updates available to a Modified Deployment. Bastios does not test Updates against Client Modifications, and an Update may overwrite, disable, or conflict with one. The Client is responsible for keeping its own record of its modifications and for reapplying and re-testing them after an Update; the reliability service's automatic rollback restores a Bastios baseline, not the Client's changes. Bastios is not liable for the loss of, or for any damage caused by, a Client Modification that an Update overwrites, disables, or breaks.
The optional monthly Subscription provides two things: (a) pushed improvements to the modules the Client purchased, and (b) reliability — health checks, monitoring, patches, post-update health checks, and automatic rollback to keep the Box healthy.
Updates are pull, not push: the Box phones home and applies signed Update payloads only while the Subscription is active. No Client Data is ever pushed to or pulled from the Client by Bastios as part of an Update. Where the Client has modified the Software, Section 4A.4 governs how Updates and the reliability service interact with those modifications. New in 1.2
The Subscription is not an access gate. If the Client cancels, the Client keeps what it bought, pinned in place and fully usable as-delivered; only the Subscription benefits (new improvements and the reliability service) stop. This "not an access gate" promise applies to the perpetual on-box license only. It does not apply to the Portal or to Managed Services, which are metered services billed as used (Section 5B).
Model-availability caveat. The Software relies on a third-party AI model. In Direct Mode that model is reached through the Client's own provider account; in Managed Mode, through Bastios (Section 9A). Active Subscribers are migrated to supported model versions as they change. A Client who is not subscribed keeps its pinned model version only until the underlying model or API changes: if the AI provider retires or alters the pinned model, a pinned, non-subscribed Box may stop functioning. Bastios does not represent that the Software will work forever or indefinitely without regard to third-party model availability.
Bastios sells a product (the Box, Updates, and uptime) and does not sell a human-services or oversight layer.
The one-time delivery fee for the licensed Edition or Tier, together with any applicable recurring Subscription fees, are set forth in the applicable Order Form. Unless otherwise specified in the Order Form, all fees are stated in U.S. dollars and are exclusive of applicable taxes. The Client is responsible for all applicable sales, use, value-added (VAT), goods and services (GST), or similar taxes, duties, and governmental charges arising from the purchase or use of the Services, excluding taxes based on Bastios's net income.
Except where the Client elects a Managed Service under Section 5B, the Client is solely responsible for obtaining, paying for, and maintaining its own third-party services and accounts, including, by way of example, accounting software, email services, banking or financial-institution connections, electronic-signature services, payment processors, and AI or large-language-model provider accounts. Any fees, usage charges, or other amounts charged by such third-party providers are the Client's responsibility and are not included in Bastios's fees.
Payment terms, invoicing, accepted payment methods, and any consequences of late or non-payment are set forth in the applicable Order Form. Except as expressly provided in this Agreement or required by applicable law, all fees paid to Bastios are non-refundable.
Where the Client elects a Managed Service, the following commercial terms apply in addition to Section 5A.
Bastios retains all right, title, and interest in and to the Software, the Documentation, the modules, the Portal, the Bastios brand and marks, and all related intellectual property. No rights are granted except the licenses expressly set out in Sections 2 and 4A. Bastios's ownership extends to every part of the Software that survives inside a Client Derivative (Section 4A.2).
As between the parties, the Client owns its Client Data, the files in the master folder, and the Outputs the Software produces from Client Data. The Client grants Bastios no rights in Client Data except those reasonably necessary to provide the Software, the Portal, and any Subscription or Managed Service the Client elects — and those rights are limited to processing the Client's requests on the Client's instruction (Section 9C.1).
Bastios may build features, applications, modules, connectors, and improvements to the Software at a Client's request — and does so as part of how the product gets better. All right, title, and interest in everything Bastios builds, including work first requested or funded by a Client, belongs to Bastios, and Bastios may license, sell, reuse, or include that work in any other copy or Edition of the Software, for any other customer, without payment or obligation to the requesting Client. If the Client provides feedback, requirements, specifications, bug reports, or suggestions, the Client grants Bastios a perpetual, irrevocable, royalty-free, worldwide license to use them for any purpose, with no obligation to the Client. Where the Client requires exclusivity in bespoke work, that must be stated in a signed Order Form; absent that, this Section governs.
SECTION 6.3 IS A LICENSE TO WHAT BASTIOS BUILDS. IT IS NOT A LICENSE TO WHAT THE CLIENT KNOWS, HOLDS, OR PRODUCES. BASTIOS DOES NOT USE CLIENT DATA, CLIENT DOCUMENTS, PROMPTS, OUTPUTS, DERIVED ARTIFACTS, OR ANY THIRD-PARTY LICENSED DATA TO TRAIN, FINE-TUNE, EVALUATE, BENCHMARK, OR OTHERWISE IMPROVE ANY MODEL, ALGORITHM, DATASET, PRODUCT, OR SERVICE OF BASTIOS OR OF ANY THIRD PARTY.
Said plainly: requirements and feedback are ours; content is never training material. If an Authorized User tells us the estimate module should handle retainage, we may build that and own it. The Client's estimates, drawings, ledgers, correspondence, licensed datasets, and the model's answers about them are not inputs to any Bastios product, and are not shared with, pooled with, or used to serve any other client.
Self-modification. Where the Software modifies its own non-core modules at the Client's direction, those modifications are produced from the Client's instructions and Bastios's code. Bastios does not use Client Content as training or tuning material for that capability. A change the Client makes to the Software by its own means is a Client Modification and is governed by Section 4A; a change the Software makes to itself through Bastios's governed facility is a Governed Self-Modification and is not.
Ownership of a Client Private Model is governed by Section 9B.
6.6 Patent rights reserved. New in 1.2 Bastios retains all patents and patent applications owned or controlled by it, including any filed with respect to the Software. Nothing in this Agreement grants the Client any license, immunity, or other right, express or implied, by estoppel, exhaustion, or otherwise, under any such patent or patent application, except a right expressly granted in writing. The license granted in Section 2 is a copyright license to use the Software as delivered; it is not a patent license, and no patent right arises from the Client's use, possession, modification (Section 4A), or hosting of a Box. Bastios marks the Software and its materials as patent pending where an application is on file. This Section survives termination.
Client Data lives on the Client's Device. The Client's books, records, and financial data reside on the Client-owned Box. Bastios does not host, collect, store, back up, or retain the Client's books or records on Bastios servers. Bastios is not a cloud service that ingests Client Data for its own hosting. There is no Bastios copy of the Client's books.
The Software runs as one isolated instance per Client. A Client's data is never shown to, shared with, or accessible by any other Client. Where Bastios operates a Dedicated Compute Environment for a Client, that environment likewise serves only that Client (Section 9B).
The Software's function is to answer questions and do work using an AI model. To do that it sends the request and the business context selected for that request to a model. What that means depends on the mode the Client has chosen:
What never goes to the Portal. Bastios's Portal and its other operated services do not receive the Client's books, ledgers, documents, or linked-account content as stored data. Outside Managed Mode, Box-to-Portal traffic is limited to outbound requests for Updates, Skills, and verified data (such as the AI-model list and API pricing), plus account and non-content billing metadata. In Managed Mode, prompt content passes through the Portal relay in transit — that is the service — and Bastios does not store it there (Section 9A.2).
Finance and PII hard-block. Content the Software has detected, or an Authorized User has tagged, as financial data or personal information is hard-blocked from outbound model calls at the code level in every mode, including Managed Mode, and the block is not overridable by a human approval unless the specific capability is explicitly opted in by the Client. Honest limitation: this control operates on content that is tagged or detected as such. It substantially reduces, but cannot eliminate, the possibility that personal or financial information appears in a prompt an Authorized User writes.
At the Client's option and under the Client's control, the Software supports multiple Authorized Users on the single Box, each in an isolated User Workspace (private storage, messaging identity, linked Client Accounts, and scheduled jobs). One Authorized User's private workspace, credentials, and personal connections are not shown to, shared with, or accessible by another Authorized User except through the shared company knowledge base the Client designates. Every action remains attributed to the acting user in the Audit Log. Enabling, disabling, and configuring multi-user operation is the Client's decision on the Client's own Box; Bastios does not toggle it remotely.
The Box maintains an append-only Audit Log of every Broker decision (allowed, denied, pending, blocked), attributed to the acting user, recording metadata only — provider, model, counts, tags, redaction counts, purpose — and never the raw prompt or tool results. Secrets — provider API keys and connector credentials — are stored in the macOS Keychain (or a 0600-permission file fallback), never in the synced folder and never in logs.
Bastios's handling of personal information is further described in the separate Bastios Privacy Policy of the same version as this Agreement, which the Client accepts together with this Agreement and which is incorporated by reference.
The Software can link to Connected Services, including QuickBooks Online (Intuit), Gmail or Microsoft 365, a read-only bank feed, the Client's field-service system, e-sign, and Stripe payments. Each Connected Service runs on the Client's own account, white-glove provisioned in the Client's name. The Client pays for and is responsible for each Client Account and its usage. In Direct Mode the same is true of the Client's AI provider account; in Managed Mode, Bastios contracts with the Model Provider (Section 9A).
Each Connected Service is governed by that provider's own terms of service and privacy policy. Bastios is not responsible for any Connected Service's availability, changes, suspension, termination, security, or fees, and a Connected Service may be changed or discontinued by its provider at any time.
One rule for every Connected Service — the ones listed above and every one Bastios releases later.
Bastios builds connectors to a Client's own third-party services as an ordinary part of the product and adds new ones over time. Linking a Connected Service adds no Bastios Subprocessor and requires no amendment to this Agreement and no fresh acceptance, because the account is the Client's own, held in the Client's name, under the Client's own agreement with that vendor — and the Client's act of linking it is the authorization. This paragraph governs every Connected Service, whenever released.
For every Connected Service:
(a) Independent controllers. Where the Connected Service's provider and Bastios each process personal information in connection with the link, they act as independent data controllers, not joint controllers; each is responsible for its own privacy compliance. Bastios does not process that data on the provider's behalf and does not sell it.
(b) Authorization and scope. The Client authorizes the Software to access that Client Account solely to perform tasks the Client requests. Connectors read only what a specific task requires, through the provider's sanctioned interfaces — there is no bulk extraction, warehousing, scraping, or cross-client aggregation of Connected-Service data (Section 4).
(c) Consents. The Client obtains and maintains the end-user, customer, and employee consents its own use requires (Section 12); Bastios obtains and maintains those its own role requires.
(d) Flow-down and deletion. Bastios flows the protections in this Agreement down to any Subprocessor and securely deletes data sourced from a Connected Service on revocation of the relevant consent or on disconnection of the connector, in accordance with that provider's requirements.
(e) Provider-specific obligations, absorbed by Bastios. Some Connected-Service providers impose additional obligations on Bastios — for example a shorter incident-notification deadline or a particular deletion standard. Bastios complies with those obligations for the Connected Services it supports, and the Client is not asked to agree to a new term for each one. (Intuit's QuickBooks Online developer terms are the current example.)
(f) Not a Bastios Subprocessor — the line that matters. A Connected Service is not a Bastios Subprocessor. A Bastios Subprocessor is a third party Bastios engages on Bastios's own account to provide the Portal or the Managed Services — managed inference, managed web search, dedicated compute, hosting (Sections 9A.5 and 9C.5). That is a different question and is the only category that can ever require notice, consent, or fresh acceptance. A connector to the Client's own account never can.
The Software is model-agnostic and operates in one of three modes, which the Client selects and can change:
| Mode | Whose account | Does Bastios sit in the path? | Who bills the model usage? |
|---|---|---|---|
| Local | none — no cloud model | No. Nothing is sent. | No model charges. |
| Direct (BYO) | the Client's own provider account | No. Box → provider, directly. | The provider bills the Client. |
| Managed | Bastios's commercial account, or a Dedicated Compute Environment | Yes — the Portal relays the request (Section 9A). | Bastios meters and bills the Client (Section 5B). |
Managed Mode is off by default and cannot be enabled for a paying Client before that Client accepts this Agreement (Section 0.4). The Client may return to Direct or Local Mode at any time.
Within the Software, the AI model is used for narration, classification, drafting, and routing, while deterministic code performs the bookkeeping judgment. Outputs are probabilistic. They are not guaranteed to be accurate, complete, current, or error-free. The Client must review and verify Outputs before relying on them (see Section 10).
In Direct Mode, Bastios does not select or govern the Model Provider and is not a party to the Client's relationship with it; what that provider does with the data the Software sends is governed by the agreement between the Client and that provider. In Managed Mode, Bastios selects and contracts with the Model Provider under Bastios's own commercial terms, and Section 9A governs.
What Bastios promises about itself, without qualification: Bastios does not use Client Data to train, fine-tune, evaluate, benchmark, or improve any model, product, or service (Section 6.4). This is a promise about Bastios's own conduct and it is absolute.
What Bastios promises about Model Providers, stated precisely:
The Software states the current position, per model. In the Software's list of available models, each model that is covered by a zero-data-retention configuration Bastios holds is marked ZDR. A model that does not carry that mark is not covered — whether it is shown as not covered or as unknown — and for such a model the Client should assume limited provider-side retention applies. Bastios makes no zero-retention representation as to any model the Software does not mark, and the absence of the mark is never to be read as an omission.
Some models cannot be operated under a zero-data-retention configuration at all, because their provider does not offer one for that model. Those models are shown without the mark like any other uncovered model.
In Direct Mode, provider-side retention is governed entirely by the Client's own agreement with its own provider, and this Section does not apply.
Every cloud call — in Direct Mode and in Managed Mode alike — passes through a single outbound boundary on the Box that writes a metadata-only Audit event, applies the finance/PII hard-block described in Section 7.3, and applies the Client-selected privacy mode:
An unknown or mistyped policy value resolves to Pseudonymized (fail-closed). With no key connected, a keyless local response is used and nothing is sent to a cloud model.
The Software is aligned to the NIST AI Risk Management Framework. For any outbound automated call placed through the Software, the Client is responsible for AI-disclosure compliance, including disclosure that the recipient is interacting with an automated system as required by applicable law.
This Section applies only where the Client has accepted this Agreement and elected a Managed Service. It describes, honestly and specifically, what leaves the Box, where it goes, who can see it, and how long anything is kept.
In Managed Mode, Bastios AI LLC is the Client's model and inference provider. Bastios accepts the Software's request at the Portal, selects the configured model, and either (a) relays the request to a Model Provider using Bastios's own commercial account and credentials, or (b) serves it from a Dedicated Compute Environment Bastios operates for that Client (Section 9B), in which case no Model Provider receives the request at all. Bastios returns the response to the Box. Bastios acts in this role solely as the Client's processor, on the Client's instruction (Section 9C.1).
The same structure applies to any other Managed Service Bastios offers on the same metered basis — for example, managed web search, in which the Software's search query is relayed to a search provider under Bastios's account. Each such service and its provider is named in the Subprocessor list referenced in Section 9A.5 before it may be used.
BASTIOS METERS VOLUME. BASTIOS DOES NOT MONITOR CONTENT.
What Bastios records for each Managed Service request, and nothing more: the organization and Box identifier; the date and time; the Model Provider and the model selected; the number of input and output tokens (or the equivalent unit for a non-inference Managed Service); the request status; a request identifier; and the resulting cost and charge.
What Bastios does not do. Bastios does not read, review, store, index, analyze, or train on the content of prompts, responses, documents, or any Client work product passing through the Managed Services. Bastios does not build usage, behavioral, or productivity profiles of the Client or of any Authorized User; does not inspect what the Client is working on; and does not use Usage Metering Records for any purpose other than billing, support and dispute resolution, capacity planning, security, and abuse prevention. Bastios does not sell, share, or disclose Usage Metering Records except as required by law or as necessary to bill the Client through its payment processor.
The honest limitation. Prompt and response content necessarily passes through Bastios-operated infrastructure in transit so that Bastios can relay it — that is what the service is. Bastios's commitment is that it does not persist, inspect, or analyze that content, and that its systems are built not to: the relay streams request and response bodies without writing them to storage, and the metering schema contains no content fields. Bastios does not claim that it is technically incapable of seeing content in transit. A Client that requires an architecture in which Bastios cannot see content should use Direct Mode, in which Bastios is not in the path at all.
Retention of Usage Metering Records. Bastios retains Usage Metering Records for the life of the Client's account and for twenty-four (24) months thereafter, except that records forming part of an invoice, tax, or accounting record are retained for seven (7) years as required by law, and records subject to a legal hold are retained until the hold lifts. Bastios will delete or irreversibly de-identify Usage Metering Records on the schedule above. Automated enforcement of this retention schedule is being implemented; until it is, deletion is performed on request and on the schedule above as an operational procedure.
Bastios engages third parties to provide the Portal and the Managed Services. The current list of Bastios's third-party providers and Subprocessors — each one's role, the data categories it receives, its location, and its provider-side retention posture — is published at bastios.ai/subprocessors. Bastios will provide a written copy of the complete current list on request to privacy@bastios.ai. That list is incorporated into this Agreement by reference and may be updated only in accordance with the notice, objection, and consent rules in this Section — which are part of this Agreement and are not changed by an update to the list. Each version of the list carries its own date. Bastios may change providers; a change of provider does not amend this Agreement, and the protections of this Agreement apply regardless of provider.
Provider-side retention posture. Under Bastios's commercial or enterprise account terms with each Model Provider: no training on inputs or outputs. Limited provider-side retention for abuse monitoring may apply, except for models covered by a zero-data-retention configuration Bastios holds. Coverage is stated per model in the Software's available-models list (Section 9.4) — neither this Agreement nor the published list enumerates it.
Change notice. Bastios will give the Client at least thirty (30) days' written notice before adding or replacing a Subprocessor that will process Client Content, except where a shorter period is necessary to maintain the service or address a security issue, in which case Bastios will give notice as promptly as practicable. The Client may object to a new Subprocessor within the notice period; if the parties cannot agree on an alternative, the Client may terminate the affected Managed Service without penalty and continue in Direct or Local Mode. Where the Client's own data-license obligations require prior written consent to each subprocessor (Section 9C.4), Bastios will not route that Client's content through a Subprocessor that has not been consented to.
Not in the Managed Services path. Bastios does not use consumer, free-tier, or trial services in the Managed Services path (Section 9C.4). Third parties the Client separately links to its own Box as Connected Services (Section 8) are the Client's own accounts, not Bastios Subprocessors.
Managed Services depend on third-party networks and Model Providers and are provided without an availability commitment unless an Order Form states a service level. Bastios will use commercially reasonable efforts to keep the Managed Services available and to notify the Client of extended interruptions. If a Managed Service is unavailable, the Box remains usable in Direct Mode (with the Client's own credentials) or Local Mode. Bastios is not liable for a Model Provider's outage, deprecation, price change, rate limit, or content policy decision.
Where the Order Form provides for one, Bastios provisions and operates computing capacity — for example, dedicated GPU capacity with a cloud infrastructure provider — for the exclusive benefit of one Client. A model running in that environment serves only that Client's requests. No other Bastios client's requests are served by it, and no other Bastios client's data enters it. Where the Client's workload is served entirely from a Dedicated Compute Environment, no third-party Model Provider receives the Client's content at all — the only third party in the path is the infrastructure provider named in the Order Form.
Where Bastios facilitates training, tuning, grounding, or indexing on the Client's data:
THE CLIENT'S OWNERSHIP UNDER SECTION 9B.2 IS OWNERSHIP AS BETWEEN THE CLIENT AND BASTIOS ONLY. IT IS EXPRESSLY SUBJECT TO THE TERMS OF ANY THIRD-PARTY LICENSE GOVERNING DATA USED TO CREATE OR GROUND THE CLIENT PRIVATE MODEL, AND IT CONVEYS NO RIGHT THE CLIENT DOES NOT ALREADY HOLD IN THAT DATA.
In plain terms: Bastios is not giving away a data vendor's rights, because Bastios does not have them to give. The Client represents and warrants that it holds all rights necessary to have Bastios process, index, or train on each dataset it directs Bastios to use, including any Third-Party Licensed Data. The Client is solely responsible for obtaining those rights.
The Client acknowledges that a data licensor may take the position that model weights, adapters, embeddings, vector stores, indices, caches, and prompt-and-response logs derived from its licensed data remain that licensor's property or product, and may be subject to that licensor's confidentiality, use-restriction, and destruction obligations. Where that is so, those obligations attach to the corresponding Derived Artifacts notwithstanding Section 9B.2, and Section 9C.3 (deletion and certification) is the operative mechanism for meeting them.
See Section 18.4: the Client elects export, destruction, or both.
With respect to Client Content processed through the Managed Services, the Client is the controller and Bastios is a processor and service provider acting only on the Client's documented instructions — which, for ordinary operation, are the requests the Software transmits. Bastios does not determine the purposes for which Client Content is processed, does not process it for Bastios's own purposes, does not sell or share it, and does not combine it with data from any other source. Bastios remains an independent controller for account administration, billing, fraud prevention, security, and its own marketing data, as described in the Privacy Policy.
Where the Client processes Third-Party Licensed Data, or is otherwise subject to a data-license or confidentiality obligation, Bastios undertakes the following with respect to all Client Content it receives, including that data:
On the Client's written request, on expiry or termination of a Managed Service, or on termination of this Agreement, Bastios will delete or irreversibly destroy all Client Content and Derived Artifacts in Bastios's possession or control, including: prompt and response content and any logs containing it; corpora, training and grounding datasets; embeddings, vector stores, and indices; caches; adapters and fine-tuned weights; and copies held by Subprocessors, in each case to the extent Bastios or that Subprocessor holds them.
Bastios will provide the Client with written certification of deletion, signed by an officer of Bastios, within seven (7) business days of the request or of termination, identifying what was deleted, from which systems, and when. Where the Client's data licensor requires certification directly, Bastios will provide it to that licensor at the Client's direction.
Narrow exceptions, stated up front. Bastios may retain (a) Usage Metering Records and invoice, tax, and accounting records as required by law and on the schedule in Section 9A.3 — these contain no Client Content; (b) material subject to a legal hold, for the duration of the hold; and (c) content in routine encrypted backups of Bastios systems, which are cycled out on their ordinary schedule and to which no restoration for any other purpose is made. Bastios will identify any such retained material in the certification.
Bastios does not use consumer, free-tier, trial, or publicly available AI services in the Managed Services path. Managed Inference runs on Bastios's commercial or enterprise accounts with the named Model Providers, under agreements that prohibit training on inputs. Where a Client is subject to a data-license obligation requiring the same in Direct Mode, the Client must configure the Box with a commercial or enterprise provider account, and Bastios will not deliver or support a configuration using a consumer subscription for that Client's regulated workload.
The Client's data licensors may require that every subcontractor, hosting provider, and model provider be named and consented to in writing in advance. Bastios will, on request: provide the current Subprocessor list (Section 9A.5) with the role and location of each; provide a written description of the AI system, its data flows, and its controls, at least annually; and not add a Subprocessor to that Client's path without the consent the Client's obligations require.
This Agreement is Bastios's general customer agreement. Where the Client's upstream data license requires a written enterprise agreement with specific terms, a data processing addendum, standard contractual clauses, or an indemnity, the parties will execute a separate written agreement, which will control over this Agreement to the extent of any conflict (Section 22). Nothing in this Agreement is a substitute for that agreement where one is required.
Section 13 applies. In addition, Bastios will notify the Client promptly, and in any event without undue delay, of any unauthorized access to or disclosure of Client Content in Bastios's possession or control, and will cooperate with the Client's obligations to notify its own licensors, regulators, or customers, including on shorter timelines those obligations impose.
The Software assists; a human reviews and signs off. The Client's AI Coordinator owns day-to-day oversight, approvals, and exceptions, and the Client's own bookkeeper or CPA verifies the books. The systems are powerful but are not unattended.
Three action classes always require a local human Approval: moving money, placing an outbound call, and Model Egress and other Egress classified as such by the capability manifest. An inbound message can never self-approve a gated action. Every decision is recorded in the Audit Log with one of four verdicts — allowed, denied, pending approval, or hard-blocked — attributed to the acting user.
Reads from linked apps, and writes inside approved on-box folders, run without per-action Approval under the free write-in-box class and are audit-logged.
Connector Writes. Where the Client has enabled a connector to one of its own Connected Services, the Software may write into that Client account under the Client's standing authorization — for example, saving a draft in the Client's own mailbox or creating an entry on the Client's own calendar. These writes are audit-logged but are not, in every case, individually approval-gated today. The Client controls which connectors are enabled, for which Authorized Users, and with what scopes; disabling a connector removes the capability entirely. Bastios is extending per-call human approval to Connector Writes that leave the Box; until that ships, the Client should treat enabling a connector as the authorization for the writes that connector can make.
Money and outbound communications are not covered by that standing authorization. Moving funds and placing outbound calls always require a local human Approval, in every configuration, and never auto-execute.
Finance- or PII-tagged data is hard-blocked from Model Egress at the code level even with a human Approval, unless that specific capability is explicitly opted in, in every mode including Managed Mode (Section 7.3, including the honest limitation stated there).
Bastios does not provide accounting, tax, legal, bookkeeping sign-off, or financial advice. The Software is a tool. The Client is solely responsible for reviewing and verifying Outputs before relying on them and for all business decisions made using the Software.
Bastios is not a money transmitter, money-services business, payment processor, bank, lender, broker-dealer, or fiduciary, and it never takes possession, custody, or control of Client funds. All payment rails and bank feeds are the Client's own accounts. Every money action is staged for a local human Approval and audit-logged; the Software does not move funds on its own. Prepaid Managed Service credits (Section 5B) are prepayment for a service Bastios provides, not a deposit, stored value, or balance held on the Client's behalf, and are not redeemable for cash.
The Software is built on a default-deny, human-in-the-loop security model. Sensitive actions are gated behind human approval, secrets are held in protected storage, network exposure is restricted by default, and activity is recorded in an append-only audit log. The system is designed to fail closed — it defaults to deny and degrades to deny on error.
Sandboxed command execution. The Software may execute system commands on the Device — for example, to operate on-box AI agent tooling under the Client's own AI subscription or API account. Any such execution runs inside a sandboxed environment governed by the same default-deny controls: outbound network access from the sandbox is denied by default, money, communication, and Egress actions still require human Approval, and Client Financial Data and PII remain hard-blocked from Model Egress. Command execution is confined to the Device and does not extend Bastios any access to Client Data beyond the terms of this Agreement.
Security of the Managed Services and Bastios-operated infrastructure. New in 1.2
Secure development practices. Bastios employs secure software-development and testing practices designed to identify and mitigate risks, including unauthorized access, credential exposure, prompt injection, privilege escalation, and unauthorized data disclosure. Each release is reviewed for security issues before delivery. Bastios conducts internal security reviews of the deployed product and remediates findings on a risk-ranked basis. Bastios may update or modify its internal security controls, review processes, and testing methodologies from time to time.
Honest status. Bastios does not currently hold SOC 2, ISO 27001, or any other security or compliance certification or attestation. Any formal certification is planned or in progress only, and is not represented as held. Security reviews to date are internal reviews, not an accredited external audit or formal penetration test. Bastios describes its real security posture honestly and does not overstate it.
Security-incident notification. Bastios will notify the Client of a security incident affecting Client Data without undue delay and, where feasible, no later than seventy-two (72) hours after Bastios confirms the incident. The Client acknowledges that its own downstream obligations may impose shorter timelines — for example, a Connected-Service provider's developer terms may require notice of an incident affecting data sourced from that service within twenty-four (24) hours of discovery, and a data licensor may require prompt notice of any unauthorized access to its licensed data — and the parties will cooperate to meet such obligations.
Each party (the "Receiving Party") may receive non-public information of the other (the "Disclosing Party") that is marked or reasonably understood to be confidential ("Confidential Information"). The Receiving Party will use Confidential Information only to perform under this Agreement and will protect it with at least reasonable care. Client Content is the Client's Confidential Information, whether or not marked. Confidential Information does not include information that is or becomes public without breach, was rightfully known before disclosure, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information if legally compelled, with reasonable notice where permitted. These obligations survive termination for three (3) years, and indefinitely for trade secrets and for Client Content.
This Section is subject to Section 4A.3: the limited warranty below does not apply to a Modified Deployment. A Governed Self-Modification, and any change Bastios makes or delivers as an Update, do not affect this warranty. New in 1.2
Limited warranty. Bastios warrants that, for a period of ninety (90) days following delivery, the Software will perform in all material respects in accordance with the applicable Documentation when used as authorized under this Agreement. If the Software does not conform to this limited warranty and the Client promptly notifies Bastios during the warranty period, Bastios will, at its option, use commercially reasonable efforts to repair or replace the non-conforming Software. If Bastios determines that it cannot do so within a reasonable time, the Client's exclusive remedy, and Bastios' sole liability, shall be a refund of the one-time delivery or license fee paid for the non-conforming Software, upon return or certified destruction of the affected Software if requested by Bastios.
EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SOFTWARE AND THE MANAGED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, BASTIOS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THE WARRANTIES OF TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SOFTWARE OR THE MANAGED SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT AI OUTPUTS WILL BE ACCURATE, COMPLETE, OR RELIABLE. BASTIOS DOES NOT WARRANT AGAINST BREAKAGE CAUSED BY CHANGES TO THIRD-PARTY DEPENDENCIES OR THE RETIREMENT, ALTERATION, RATE-LIMITING, OR REPRICING OF AN AI MODEL BY ITS PROVIDER (SEE SECTIONS 5 AND 9A.6). NOTHING IN THIS SECTION DISCLAIMS BASTIOS'S EXPRESS COMMITMENTS IN SECTIONS 6.4, 9A.3, 9B.2, AND 9C. THE LIMITED WARRANTY ABOVE DOES NOT APPLY TO A MODIFIED DEPLOYMENT (SECTION 4A.3).
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND APPLY TO CLAIMS ARISING FROM OR RELATING TO A PARTY'S OWN NEGLIGENCE.
EXCEPT FOR THE CLIENT'S PAYMENT OBLIGATIONS AND THE CLIENT'S INDEMNIFICATION OBLIGATIONS IN SECTION 17, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES THE CLIENT PAID TO BASTIOS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE CLIENT ACKNOWLEDGES THAT AI OUTPUTS ARE PROBABILISTIC AND THAT ALL BUSINESS DECISIONS MADE IN RELIANCE ON OUTPUTS ARE AT THE CLIENT'S OWN RISK.
The Client further acknowledges that third-party products, Connected Services, and Model Providers are governed by the applicable provider's terms and conditions. Bastios is not responsible for the acts, omissions, availability, security, or performance of any third-party provider, nor for any damages arising from the Client's use of such third-party services, except to the extent caused by Bastios' breach of this Agreement. Nothing in this Agreement limits or excludes liability for fraud, fraudulent misrepresentation, willful misconduct, gross negligence where such limitation is prohibited by law, death or personal injury caused by negligence where applicable, or any other liability that cannot be limited or excluded under applicable law.
THE CLIENT WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS BASTIOS AND ITS MEMBERS, OFFICERS, AND EMPLOYEES FROM ANY THIRD-PARTY CLAIM ARISING OUT OF (A) THE CLIENT'S MISUSE OR UNLAWFUL USE OF THE SOFTWARE OR THE MANAGED SERVICES, (B) THE CLIENT DATA, INCLUDING ANY CLAIM THAT THE CLIENT LACKED THE RIGHTS NECESSARY FOR BASTIOS TO PROCESS IT, (C) THE CLIENT'S CONNECTED-SERVICE ACCOUNTS OR ITS USE OF ANY CONNECTED SERVICE, OR (D) THE CLIENT'S BREACH OF THIS AGREEMENT.
18.1 The perpetual license. The license granted in Section 2 is perpetual and continues unless terminated for material breach as set out below. Any Subscription runs month-to-month and the Client may cancel it at any time; cancellation of the Subscription does not terminate the perpetual license — the Client keeps what it bought, pinned in place, and only Subscription benefits (Updates and the reliability service) stop.
18.2 Managed Services. New in 1.2 Either party may terminate any Managed Service at any time on written notice, effective at the end of the then-current billing period, or immediately where required by a Model Provider, by law, or by a Client data-license obligation. Termination of a Managed Service does not terminate the perpetual license or affect the Box. The Client may continue in Direct Mode with its own provider credentials, or in Local Mode. Unused prepaid credits are treated as stated in Section 5B and the Order Form.
18.3 Termination for breach. Either party may terminate this Agreement for the other's material breach not cured within thirty (30) days of written notice. On termination of the license for the Client's breach, the Client must stop using and remove the Software from the Device; the Client keeps its own Client Data, files, and Connected-Service accounts, which remain on the Client-owned Device.
18.4 What happens to the Client's data and any Client Private Model. New in 1.2 On termination of a Managed Service or of this Agreement, the Client elects, by written notice within thirty (30) days: (a) export — Bastios makes available, in a reasonable machine-readable form, the Client's corpora, Derived Artifacts, and any Client Private Model weights or adapters Bastios holds, at the Client's cost where the Order Form so provides; (b) destruction — Bastios deletes them and certifies deletion under Section 9C.3; or (c) both — export first, then destruction. If the Client makes no election within thirty (30) days, Bastios will proceed with destruction and certification, except where the Client's data licensor requires earlier destruction, in which case that requirement controls and Bastios will act on it promptly. Nothing in this Section requires Bastios to retain data beyond the destruction deadline imposed by a Client's own data license.
18.5 Survival. Sections 4, 4A.2, 6, 7, 9C, 10, 11, 14, 15, 16, 17, 18.4, 20, and 22, and any payment obligations, survive termination. Section 4A.1 does not survive: the right to modify ends with the license, while the restrictions on anything already derived from the Software continue (Section 4A.2). New in 1.2
The Client will comply with all applicable U.S. export-control, sanctions, and anti-corruption laws, and represents that it is not located in, or a resident of, an embargoed country and is not on any U.S. government restricted-party list. The Client will not use or export the Software in violation of those laws.
This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws rules.
Informal resolution first. Before initiating arbitration, a party will send the other written notice of the dispute, and the parties will negotiate in good faith for at least thirty (30) days to resolve it informally.
BINDING ARBITRATION; CLASS-ACTION WAIVER. Except for the Excluded Claims below, any dispute, claim, or controversy arising out of or relating to this Agreement, the Software, or the Managed Services that is not resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1–16) and, alternatively, the Texas Arbitration Act (Tex. Civ. Prac. & Rem. Code ch. 171). The arbitration will be seated in Harris County, Texas, before a single arbitrator, and judgment on the award may be entered in any court of competent jurisdiction. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF MORE THAN ONE PARTY AND MAY NOT PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING.
Excluded Claims; forum. The following are "Excluded Claims" and are not subject to mandatory arbitration: (a) a claim for injunctive or other equitable relief to protect a party's intellectual property or Confidential Information; and (b) a claim that qualifies for resolution in a small-claims court. For Excluded Claims, and for any action to enforce an arbitration award, the parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Harris County, Texas.
JURY-TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
Ordinary changes. Bastios may update this Agreement or the Software, including to address legal or regulatory change, on at least thirty (30) days' notice to the Client (for example, by email or in-product notice). Continued use of the Software after the notice period constitutes acceptance of the updated terms. Material changes that reduce the Client's rights will not apply retroactively to the perpetual license already granted, except as required by law.
Changes that require fresh affirmative acceptance. New in 1.2 Continued use is not acceptance of, and Bastios will not implement without the Client's affirmative acceptance recorded under Section 0.2:
Bastios adopted this rule deliberately. A quiet or permissive change to material data-processing or billing terms is not a practice Bastios will use.
The parties are independent contractors; nothing here creates an agency, partnership, joint venture, or employment relationship. The Client may not assign this Agreement without Bastios's prior written consent; Bastios may assign to an affiliate or in connection with a merger or sale of assets. If any provision is held unenforceable, the rest remains in effect and the provision is reformed to the minimum extent necessary. No waiver is effective unless in writing. Neither party is liable for delay or failure due to causes beyond its reasonable control (force majeure). This Agreement, together with any Order Form, Master Services Agreement, Managed Services Addendum or Enterprise Inference Agreement, Data Processing Addendum, the Bastios Privacy Policy, and the Documentation, is the entire agreement between the parties and supersedes prior understandings on its subject matter; in case of conflict, the order of precedence is: (1) a signed Data Processing Addendum or Enterprise Inference Agreement, (2) a signed Order Form or Master Services Agreement, (3) this Agreement, then (4) the Documentation. Notices must be in writing and sent to the contacts in Section 23.
General: hello@bastios.ai
Legal notices: legal@bastios.ai
Data / privacy / subprocessor list / deletion requests: privacy@bastios.ai
Websites: bastios.ai, bastios.net
Legal entity: Bastios AI LLC, a Texas limited liability company. Governing law: State of Texas.