Legal

Terms of Service

Last Updated: May 1, 2026

Please read these Terms of Service (the “Terms”) carefully. These Terms govern your (“Customer,” “you,” or “your”) access to and use of: (i) our website located at https://powabase.ai (the “Site”); (ii) Powabase and any related software, APIs, SDKs, hosted infrastructure, dashboards, developer tools, documentation, content, and updates made available by us (the “Software Products”); and (iii) any other products or services that link to or reference these Terms (collectively, together with the Site and the Software Products, the “Services”).

These Terms form a legally binding agreement between you and Agentic Enterprise Solutions, Inc. and its affiliates (“Company,” “we,” “us,” or “our”).

Your use of the Services is also subject to our Privacy Policy available at https://powabase.ai/privacy (the “Privacy Policy”), which is incorporated into these Terms by reference. We may disclose information relating to you where we reasonably believe such disclosure is necessary to: (i) investigate suspected unlawful activity; (ii) enforce these Terms or the Privacy Policy; (iii) comply with applicable law, legal process, or governmental request; or (iv) protect the rights, property, security, or safety of the Company, our customers, our affiliates, or others.

Do not access or use the Services if you do not agree to be bound by these Terms.

PLEASE NOTE: SECTION 14.2 (FORMAL DISPUTE RESOLUTION OUTSIDE OF THE EEA) CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT APPLIES TO ALL USERS OF THE SERVICES OUTSIDE OF THE EUROPEAN ECONOMIC AREA (“EEA”). SECTION 14.2 AFFECTS HOW DISPUTES WITH US ARE RESOLVED. BY ACCEPTING THESE TERMS, YOU AGREE TO THAT ARBITRATION PROVISION AND CLASS ACTION WAIVER. IF YOU ARE A RESIDENT OF THE EEA, SECTION 14.2 DOES NOT APPLY TO YOU.

Table of Contents

  1. Modifications
  2. Using the Services
  3. Content
  4. Restrictions
  5. Use and Transaction Policies
  6. Notice of Copyright Infringement
  7. Notice of Availability of Filtering Software
  8. Suggestions and Improvements
  9. Third-Party Links and Offerings
  10. Indemnification
  11. Disclaimers and Limitation of Liability
  12. Dangerous Activities
  13. Governing Law
  14. Dispute Resolution; Binding Arbitration and Class Action Waiver
  15. Location of the Services
  16. Suspension, Termination, and Cancellation
  17. Miscellaneous

1. Modifications

We may revise these Terms from time to time. The then-current version of these Terms will be posted at https://powabase.ai/terms. Your access to or use of the Services is governed by the Terms in effect at the time of such access or use.

If we make material changes to these Terms, we will provide notice by posting notice on the Site or through the Services, by email, or by other reasonable means at least thirty (30) days before the changes become effective, unless a shorter notice period is required for legal, regulatory, or security reasons. Where applicable law requires additional notice or consent, we will provide such notice or obtain such consent.

You can determine when these Terms were last updated by referring to the “Last Updated” date above. Updated Terms supersede all prior versions.

2. Using the Services

2.1 Eligibility

To access or use the Services, you must be at least 18 years old (or the age of majority in the jurisdiction where you reside) and capable of entering into a binding contract. If you access or use the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you are authorized to bind that entity to these Terms, and “you” will include that entity.

The Services are not directed to children under 13, and you may not access or use the Services if we have previously suspended, terminated, or prohibited your access to the Services.

2.2 Right to Use the Services

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for your internal business purposes, or such other permitted purposes as expressly authorized by your applicable subscription, order, or usage plan.

Powabase is a backend-as-a-service platform designed for AI-native and developer-centric applications. The Services may include, without limitation, hosted databases, authentication services, storage, APIs, orchestration tools, developer tooling, dashboards, deployment tooling, templates, documentation, and related infrastructure.

Except as expressly permitted in these Terms, you may not copy, modify, create derivative works of, distribute, license, sublicense, sell, lease, rent, transfer, reverse engineer, decompile, disassemble, scrape, display, republish, or otherwise exploit any portion of the Services without our prior written consent. This restriction includes extracting non-public information about the Services, benchmarking the Services for competitive purposes without authorization, or using the Services to develop or operate a competing hosted offering.

All rights not expressly granted to you are reserved by the Company and its licensors.

The rights granted under these Terms are conditioned on your continued compliance with these Terms, and we may suspend, deny, or limit access to all or any portion of the Services in our sole discretion.

You may not assign, transfer, or sublicense any rights granted under these Terms without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this Section is void.

2.3 Service Availability

We may modify, update, suspend, interrupt, or discontinue any part of the Services at any time, with or without notice. To the fullest extent permitted by law, we will not be liable for any modification, interruption, suspension, or discontinuation of the Services.

2.4 Accounts

Access to certain Services may require registration of an account (“Account”) and submission of certain information. You agree to provide accurate, current, and complete information and to keep that information updated.

You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account, whether or not authorized by you. You must promptly notify us of any unauthorized use of your Account or any other suspected security incident involving the Services.

We may refuse registration of usernames, organization names, workspace names, or project identifiers in our sole discretion, including where they may impersonate another party, infringe third-party rights, violate law, or create confusion.

We may suspend or terminate your Account if you violate these Terms, fail to pay applicable fees, or if we determine that suspension or termination is reasonably necessary for business, legal, compliance, or security purposes.

2.5 Organizations, Workspaces, and Team Access

If the Services support organizations, workspaces, projects, environments, or role-based access controls, the account owner or designated administrators may have the ability to add or remove users, configure permissions, access certain logs or usage data, and manage settings and content within that environment.

If you use the Services under an organization, workspace, or other account administered by a third party, your access and use may be controlled by that administrator.

2.6 Communications

By creating an Account or using the Services, you agree to receive communications from us relating to your Account, billing, usage, security, service announcements, product updates, and other administrative or transactional matters. Where required by law, we will provide opt-out choices for promotional communications.

3. Content

The Services include “Content,” which may consist of software, code, APIs, SDKs, documentation, text, interfaces, templates, schemas, configurations, dashboards, logs, designs, graphics, images, audio, video, data, messages, and other materials made available through the Services.

“User Content” means any content, code, data, prompts, configurations, schemas, files, database records, application logic, workflows, outputs, or other materials submitted, uploaded, stored, processed, generated, transmitted, or displayed by you or on your behalf through the Services.

3.1 Responsibility for User Content

You are solely responsible for your User Content and for your use of the Services in connection with that User Content. You assume all risks associated with your User Content, including any reliance on its accuracy, completeness, legality, or reliability, and any disclosure of information that identifies you or any third party.

You represent and warrant that you own or otherwise have all rights, permissions, and authority necessary to provide, use, process, store, and authorize us and our service providers to process your User Content in connection with the Services and these Terms.

You may not submit or use User Content that:

3.2 License to User Content

As between you and the Company, you retain all right, title, and interest in and to your User Content.

You grant the Company and its affiliates, subprocessors, service providers, contractors, and licensors a limited, non-exclusive, worldwide, royalty-free license to host, store, reproduce, transmit, modify, adapt, display, perform, distribute, and otherwise process User Content solely to the extent necessary to:

We will not sell your non-public User Content or use it to train generalized models for unrelated third-party commercial purposes without your explicit consent.

If you choose to share User Content with other users or third parties through the Services, you grant such parties the rights necessary to enable that functionality.

3.3 Outputs

The Services may generate outputs, code, configurations, responses, summaries, transformations, or other materials based on your inputs, prompts, data, or instructions (“Outputs”). As between you and the Company, and subject to applicable law and third-party rights, you own your Outputs to the same extent you own or have rights in the inputs and User Content used to generate them.

You are solely responsible for reviewing, testing, and validating Outputs before using or relying on them, particularly in production, legal, financial, medical, safety-critical, or other high-risk contexts.

3.4 Public Content

Any information or content you intentionally make public through the Services may be accessible to other users or the public and may be copied, indexed, or re-shared by others.

3.5 Ownership

Except for your User Content, the Company and its licensors retain all right, title, and interest in and to the Services and all related intellectual property rights, including all software, APIs, SDKs, architecture, interfaces, designs, visual elements, documentation, templates, branding, and aggregated or de-identified usage data.

Except as expressly permitted by these Terms, you may not reproduce, distribute, modify, or create derivative works of Company Content.

3.6 Removal Rights

We reserve the right, but not the obligation, to remove, screen, edit, restrict, or disable access to any User Content at any time and for any reason, including if we believe it violates these Terms, applicable law, third-party rights, or creates security, legal, or operational risk.

We have no obligation to retain or provide copies of User Content except as required by law or expressly set forth in a separate written agreement.

4. Restrictions

We are not obligated to enforce these Terms on your behalf against any other user, but we reserve the right to investigate and take appropriate action in our sole discretion.

4.1 Prohibited Uses

You may not, and may not permit any third party to, use the Services to:

4.2 Additional Restrictions

You also may not, and may not permit any third party to:

These restrictions apply to the maximum extent permitted by applicable law. We reserve the right to determine what conduct violates these Terms or otherwise falls outside the intended use of the Services.

5. Use and Transaction Policies

5.1 Customer Systems and Connectivity

You are responsible, at your own expense, for procuring and maintaining the systems, software, internet connectivity, cloud accounts, and other resources necessary to access and use the Services.

5.2 Usage Costs

You are responsible for all charges, fees, taxes, and other costs associated with your use of the Services, including costs imposed by internet service providers, cloud vendors, model providers, telecommunications providers, or other third parties you use in connection with the Services.

5.3 Fees, Billing, and Payment

Certain Services may require payment of subscription fees, usage-based fees, support fees, implementation fees, overage charges, or other amounts. You agree to pay all applicable fees as described in your order form, pricing page, plan details, or other applicable commercial terms.

If you provide a payment method, you authorize us and our third-party payment processors to charge that payment method for all amounts due, including recurring subscription fees and usage-based charges, until your Account is canceled and all outstanding amounts are paid.

Unless otherwise stated in writing:

5.4 Payment Processors

We may use third-party payment processors in connection with billing and payment collection. We are not responsible for errors, delays, chargebacks, processing failures, bank fees, or other issues caused by such third parties. Payment information will be handled in accordance with our Privacy Policy and, where applicable, the privacy policies of those third parties.

5.5 Customer Purchasing and Deployment Decisions

To the fullest extent permitted by law, we are not liable for errors resulting from incorrect plan selection, unsupported integrations, misconfigured environments, accidental overages, mistaken deployments, or other purchasing, implementation, or usage decisions made by you. You are responsible for evaluating plan scope, usage assumptions, compatibility, and production readiness before purchasing or deploying workloads.

5.6 Suspension for Nonpayment

We may suspend or restrict access to some or all of the Services if any amount due is overdue. Suspension does not relieve you of your obligation to pay all outstanding amounts.

6. Notice of Copyright Infringement

Agentic Enterprise Solutions, Inc. respects the intellectual property rights of others and expects users of Powabase and the Services to do the same. In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”), the Company will respond expeditiously to properly submitted claims of alleged copyright infringement arising through the Services.

If you are a copyright owner, or authorized to act on behalf of one, you may submit a notice of alleged infringement that includes the following:

DMCA Notice of Alleged Infringement

Please include:

  1. Identification of the copyrighted work claimed to have been infringed, or, if multiple works are covered by one notice, a representative list of such works.
  2. Identification of the allegedly infringing material and information reasonably sufficient to permit us to locate it, including the applicable URL, project location, or other specific location within the Services.
  3. Your name, company affiliation (if any), mailing address, telephone number, and email address.
  4. A statement substantially in the following form: “I have a good faith belief that the use of the copyrighted material described above is not authorized by the copyright owner, its agent, or the law.”
  5. A statement substantially in the following form: “The information in this notice is accurate, and under penalty of perjury, I am the owner, or am authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.”
  6. Your full legal name and your electronic or physical signature.

Please send notices to:

Copyright Agent Agentic Enterprise Solutions, Inc. Email: hello@powabase.ai Subject Line: DMCA Notice of Alleged Infringement

Upon receipt of a compliant notice, we may remove or disable access to the challenged material, in whole or in part, at our sole discretion. Where appropriate, we may also notify the user who posted or controls the challenged material.

If you believe material was removed or disabled by mistake or misidentification, you may submit a counter-notice.

DMCA Counter-Notice

Please include:

  1. Identification of the material that has been removed or disabled and the location where it appeared before removal or disablement.
  2. A statement substantially in the following form: “Under penalty of perjury, I have a good faith belief that the material was removed or disabled as a result of mistake or misidentification.”
  3. Your name, mailing address, telephone number, and email address.
  4. If your address is in the United States, a statement substantially in the following form: “I consent to the jurisdiction of the Federal District Court for the judicial district in which my address is located, and I will accept service of process from the person who submitted the original DMCA notice or that person’s agent.”
  5. If your address is outside the United States, a statement substantially in the following form: “I consent to the jurisdiction of the Federal District Court in any judicial district in which Agentic Enterprise Solutions, Inc. may be found, and I will accept service of process from the person who submitted the original DMCA notice or that person’s agent.”
  6. Your full legal name and your electronic or physical signature.

Please send counter-notices to:

Copyright Agent Agentic Enterprise Solutions, Inc. Email: hello@powabase.ai Subject Line: DMCA Counter-Notice

If we receive a valid counter-notice, we may provide a copy to the original complaining party and may restore the material in accordance with applicable law unless the complaining party notifies us that it has filed an action seeking a court order to restrain the allegedly infringing activity.

Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing, or that material was removed or disabled by mistake or misidentification, may be subject to liability.

We reserve the right to suspend or terminate accounts of repeat infringers.

7. Notice of Availability of Filtering Software

Parental control protections, including hardware, software, and filtering services, are commercially available and may assist in limiting access to material that may be harmful to minors. Powabase is intended as a developer infrastructure platform, and we encourage parents, guardians, schools, and administrators to implement appropriate safeguards where minors may access applications built on or connected to the Services.

The Company does not endorse or guarantee any specific filtering solution.

8. Suggestions and Improvements

If you provide the Company with ideas, suggestions, enhancement requests, recommendations, corrections, documentation, or other feedback relating to Powabase or the Services (“Feedback”), you agree that:

  1. your Feedback does not include confidential or proprietary information of any third party that you are not authorized to disclose;
  2. the Company has no obligation of confidentiality with respect to such Feedback unless otherwise expressly agreed in writing;
  3. the Company may already be developing, or may later develop, functionality similar to the Feedback; and
  4. you grant the Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, distribute, create derivative works from, and otherwise exploit the Feedback for any lawful purpose, without compensation or attribution to you.

To the extent permitted by law, you also waive, and agree not to assert, any moral rights or similar rights you may have in the Feedback against the Company or its affiliates, successors, assigns, customers, or partners.

9. Third-Party Links and Offerings

The Services may contain links to or interoperate with third-party websites, applications, APIs, integrations, repositories, infrastructure providers, payment processors, model providers, open-source tools, plugins, extensions, documentation, or other resources (collectively, “Third-Party Services”).

The Company does not control and is not responsible for any Third-Party Services, including their content, availability, accuracy, security, functionality, privacy practices, terms, or business practices. Inclusion of or access to a Third-Party Service does not imply endorsement, sponsorship, or recommendation by the Company.

You acknowledge and agree that:

  1. your use of any Third-Party Service is at your own risk and may be subject to separate terms and privacy policies;
  2. the Company is not responsible for any loss, damage, liability, or claim arising from or relating to your access to, use of, or reliance on any Third-Party Service;
  3. third-party providers may access, process, store, or transmit your data in accordance with their own terms and policies; and
  4. we may add, remove, suspend, or disable integrations or links to Third-Party Services at any time without liability.

Where the Services interoperate with third-party infrastructure or services, you remain responsible for reviewing and complying with all applicable third-party terms, technical requirements, and usage restrictions.

10. Indemnification

You agree to indemnify, defend, and hold harmless Agentic Enterprise Solutions, Inc., its parents, subsidiaries, affiliates, related companies, service providers, licensors, partners, and each of their respective officers, directors, employees, contractors, agents, and representatives (collectively, the “Company Parties”) from and against any claims, demands, actions, proceedings, damages, losses, liabilities, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

  1. your access to or use of Powabase or the Services;
  2. your violation of these Terms or applicable law;
  3. your applications, data, content, code, configurations, integrations, or workloads hosted on, deployed through, or otherwise using the Services;
  4. your infringement, misappropriation, or violation of any intellectual property, privacy, publicity, contractual, or other rights of any person or entity; or
  5. any use of your Account, API keys, credentials, or organization workspace by you or any third party acting on your behalf or obtaining access through you.

We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with us in the defense of such matter. You may not settle any such matter without our prior written consent if the settlement imposes any obligation, admission, or liability on any Company Party. We will use reasonable efforts to notify you of any such claim, action, or proceeding after becoming aware of it.

11. Disclaimers and Limitation of Liability

PLEASE READ THIS SECTION CAREFULLY. IT LIMITS THE COMPANY’S LIABILITY AND AFFECTS YOUR LEGAL RIGHTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE DISCLAIMERS AND LIMITATIONS IN THIS SECTION APPLY TO ALL CLAIMS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY. NOTHING IN THESE TERMS IS INTENDED TO LIMIT ANY RIGHTS THAT CANNOT BE LAWFULLY LIMITED.

11.1 Services Provided “As Is” and “As Available”

Powabase and the Services are provided on an “as is,” “as available,” and “with all faults” basis. Your use of the Services is at your own risk. To the maximum extent permitted by law, the Company makes no representations or warranties of any kind, whether express, implied, statutory, or otherwise, regarding the Services, including that the Services will be uninterrupted, error-free, secure, accurate, reliable, complete, available at any particular time or location, or free of harmful code or components.

Without limiting the foregoing, the Company does not warrant that Powabase, including its hosted infrastructure, APIs, prebuilt components, deployment tools, database functionality, authentication systems, storage services, AI-native primitives, integrations, or any outputs generated through the Services, will meet your requirements or achieve any intended result.

11.2 No Warranty for Customer Workloads or Content

The Company does not monitor, validate, endorse, or guarantee the accuracy, legality, quality, security, or reliability of any customer applications, User Content, code, prompts, models, outputs, integrations, or third-party materials accessed through or built on the Services. You are solely responsible for testing, reviewing, and validating all applications, workflows, automations, and outputs before using them in production or making them available to end users.

11.3 Security and Confidentiality Limitations

Although we may implement administrative, technical, and organizational safeguards, no platform, system, or method of transmission is completely secure. Accordingly, we do not guarantee that the Services will be free from unauthorized access, loss, corruption, interception, or other security events. Except as expressly stated in a separate written agreement, we make no guarantee of absolute confidentiality, privacy, or security with respect to any data, communications, or materials transmitted to, through, or stored in the Services.

11.4 Third-Party Services

The Services may depend on or interoperate with third-party services, infrastructure providers, model providers, payment processors, open-source components, repositories, APIs, and other external tools. The Company makes no representations or warranties with respect to such third-party services and is not responsible for their acts, omissions, failures, downtime, misuse of data, or other conduct. Your use of third-party services is at your own risk and may be subject to separate terms and privacy policies.

11.5 Disclaimer of Warranties

To the fullest extent permitted by applicable law, the Company expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, system integration, data accuracy, or results. No oral or written information or advice provided by the Company or its representatives will create any warranty unless expressly stated in a written agreement signed by an authorized representative of the Company.

11.6 Limitation of Liability

To the fullest extent permitted by applicable law, the Company Parties will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenues, business, goodwill, use, data, opportunities, or anticipated savings, arising out of or relating to the Services or these Terms, even if advised of the possibility of such damages.

To the fullest extent permitted by applicable law, the total aggregate liability of the Company Parties arising out of or relating to the Services or these Terms will not exceed the greater of:

  1. the amount you paid to the Company for the Services giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to the claim; or
  2. one hundred U.S. dollars (US$100).

These limitations apply even if any limited remedy fails of its essential purpose.

11.7 Basis of the Bargain

You acknowledge that the Company has entered into these Terms in reliance on the disclaimers and limitations set forth in this Section, and that those disclaimers and limitations reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties.

11.8 Exclusive Remedy

If you are dissatisfied with any aspect of the Services, your sole and exclusive remedy is to stop using the Services and, if applicable, terminate your Account.

12. Dangerous Activities

Powabase is infrastructure software intended for building and operating software applications. You may not use the Services in connection with any activity in which the use, failure, delay, inaccuracy, or malfunction of the Services could reasonably be expected to result in death, personal injury, environmental harm, or physical property damage, including critical safety systems, emergency services, autonomous vehicle control, air traffic control, weapons systems, or life-support systems, unless expressly authorized by the Company in a separate written agreement.

You also may not use the Services while driving or while engaged in any activity requiring your full attention where distraction could create a significant risk of injury or accident. Any such use is at your sole risk, and the Company will not be responsible for any resulting harm or damages.

13. Governing Law

These Terms, and any dispute, claim, or controversy arising out of or relating to these Terms or the Services, including their interpretation, formation, breach, termination, enforcement, or validity, and any related non-contractual disputes or claims, will be governed by the laws of the State of Delaware, United States, without regard to its conflict of laws principles, except to the extent superseded by applicable federal law, including the Federal Arbitration Act.

14. Dispute Resolution; Binding Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

14.1 Informal Dispute Resolution

Before initiating arbitration or litigation, you agree to first notify the Company of any concern, dispute, claim, or controversy arising out of or relating to the Services, these Terms, or the relationship between you and the Company (collectively, “Disputes”) and to attempt to resolve the matter through good-faith negotiations.

Notices of Disputes should be sent to: hello@powabase.ai

The parties agree to use reasonable good-faith efforts to resolve any Dispute informally for at least thirty (30) days from the date notice is first provided.

14.2 Agreement to Arbitrate

Except as otherwise provided in these Terms, if a Dispute is not resolved through informal dispute resolution, you and the Company agree that the Dispute will be resolved exclusively by final and binding arbitration, and not in court, except that either party may bring an individual action in small claims court if the matter qualifies.

This arbitration agreement is governed by the Federal Arbitration Act and applies to all Disputes arising out of or relating to these Terms or the Services, regardless of the legal theory asserted.

The arbitration will be administered by the American Arbitration Association (“AAA”) under its then-current applicable rules, including, as applicable, the AAA Consumer Rules or Commercial Arbitration Rules. The arbitrator will have exclusive authority to resolve all issues relating to the interpretation, applicability, enforceability, and formation of this arbitration provision, including any claim that all or part of it is void or voidable.

The arbitrator may award any relief available in a court of competent jurisdiction, subject to these Terms. The arbitrator’s decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

14.3 Arbitration Procedure and Location

Arbitration may be conducted in person, by submission of documents, by video conference, by telephone, or by another mutually agreed remote means, unless applicable AAA rules require otherwise.

If you reside in the United States, arbitration will take place in a reasonable location convenient for you or remotely, as permitted by the applicable rules. If you reside outside the United States, the seat of arbitration will be Delaware, USA, unless otherwise required by applicable law.

14.4 Class Action Waiver

To the fullest extent permitted by applicable law, you and the Company agree that all Disputes must be brought solely in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, private attorney general, or representative proceeding.

Unless both you and the Company agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not preside over any class, collective, representative, or mass proceeding.

If this class action waiver is found unenforceable as to any claim or request for relief, that claim or request for relief will be severed and litigated in court, and the remaining claims will be arbitrated.

14.5 Exceptions

Nothing in this Section prevents either party from:

  1. bringing an individual action in small claims court, if eligible;
  2. seeking temporary, preliminary, or injunctive relief in a court of competent jurisdiction to prevent imminent irreparable harm; or
  3. bringing claims relating to intellectual property infringement, misappropriation, unauthorized use, or violation of proprietary rights in a court of competent jurisdiction.

14.6 Opt-Out Right

You may opt out of this arbitration agreement and class action waiver by sending written notice of your decision to opt out to:

Agentic Enterprise Solutions, Inc. Attn: Legal Email: hello@powabase.ai

Your opt-out notice must be received within thirty (30) days of the date you first accept these Terms or first use the Services, whichever occurs first. The notice must include your full name, the email address associated with your Account, and a clear statement that you wish to opt out of arbitration.

If you opt out, neither you nor the Company will be bound by this Section’s arbitration provisions.

14.7 Court Jurisdiction for Non-Arbitrable Disputes

To the extent any Dispute is found not to be subject to arbitration, or where litigation is otherwise permitted under these Terms, the parties agree that such Dispute will be brought exclusively in the state or federal courts located in Delaware, USA, and each party consents to the personal jurisdiction and venue of those courts, except where applicable law requires otherwise.

14.8 Changes to This Section

We may update this Section from time to time in accordance with these Terms. Any changes to this Section will apply prospectively only and will not apply to any Dispute for which the parties had actual notice before the effective date of the change.

15. Location of the Services

The Services are operated from the United States. The Company makes no representation that the Services are appropriate or available for use in all jurisdictions. You are solely responsible for compliance with local laws applicable to your access to and use of the Services. You may not use the Services in or for the benefit of any country, entity, or person prohibited by applicable export control, sanctions, or other laws.

Accessing the Services from any jurisdiction does not, by itself, create general or specific jurisdiction over the Company in that jurisdiction.

16. Suspension, Termination, and Cancellation

16.1 Termination by You

You may stop using the Services at any time. You may also terminate these Terms by closing your Account and discontinuing all use of Powabase and the Services. Termination does not relieve you of obligations incurred before termination, including payment obligations.

16.2 Suspension or Termination by the Company

We may, with or without notice and in our sole discretion, suspend, restrict, disable, or terminate your access to all or any part of the Services, remove or disable your content, or close your Account if:

  1. you violate these Terms, any incorporated policy, or applicable law;
  2. your use of the Services creates legal, security, or operational risk for the Company, the Services, or any third party;
  3. you fail to pay applicable fees when due;
  4. your Account credentials, API keys, or workloads appear to be compromised or used in an unauthorized manner;
  5. we are required to do so by law, court order, or governmental request; or
  6. we discontinue the relevant Services, in whole or in part.

We may also suspend access to the Services for maintenance, security incidents, infrastructure issues, abuse prevention, or emergency operational reasons.

To the fullest extent permitted by applicable law, the Company will not be liable for any loss, damage, or compensation arising from any suspension, restriction, or termination of your access to the Services.

16.3 Effect of Termination

Upon termination of these Terms or your access to the Services:

  1. all rights and licenses granted to you under these Terms will immediately terminate;
  2. you must cease all use of the Services; and
  3. we may delete or disable access to your Account, data, configurations, applications, and related materials in accordance with applicable law, our retention practices, and any separate written agreement.

Unless otherwise provided in a separate written agreement, you are solely responsible for exporting and backing up your data before terminating your Account or ceasing use of the Services.

16.4 Survival

Any provisions of these Terms that by their nature should survive termination will survive, including provisions relating to payment obligations, ownership, intellectual property, feedback, disclaimers, limitations of liability, indemnification, governing law, dispute resolution, and accrued rights and remedies.

17. Miscellaneous

17.1 No Third-Party Beneficiaries

Except as expressly provided in these Terms, nothing in these Terms is intended to confer any rights or remedies on any third party.

17.2 Entire Agreement

These Terms constitute the entire agreement between you and the Company regarding the Services and supersede all prior or contemporaneous agreements, proposals, understandings, and communications, whether written or oral, relating to the same subject matter, except for any separate written agreement executed by you and an authorized representative of the Company.

17.3 Waiver

No waiver by the Company of any provision of these Terms will be deemed a further or continuing waiver of that provision or any other provision, and any failure by the Company to assert any right or enforce any provision under these Terms will not constitute a waiver.

17.4 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or, if modification is not possible, it will be severed, and the remaining provisions will remain in full force and effect.

17.5 Assignment

You may not assign, transfer, delegate, or sublicense these Terms or any of your rights or obligations under these Terms without the Company’s prior written consent. Any attempted assignment in violation of this Section is void. The Company may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

17.6 Force Majeure

The Company will not be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, failures of telecommunications or internet service providers, infrastructure outages, denial-of-service attacks, governmental actions, or failures of third-party hosting or service providers.

17.7 Section Headings

Section headings are for convenience only and have no legal or contractual effect.