Agent Modeler Terms of Service

1. About these Terms

These Terms of Service (the “Terms”) are an agreement between Marcozza Inc. (“Marcozza,” “we,” “us,” or “our”) and the person or organization using Agent Modeler (“you”). Agent Modeler is a product and service provided by Marcozza Inc.; it is not a separate legal entity.

The “Service” means the Agent Modeler website and browser-based software, including its modeling, validation, conformance, test-design, export, project, library, cloud-storage, and related features that we make available. A “Plan” means the features, quotas, and limits assigned to your account or workspace. “Customer Content” means models, projects, libraries, prompts, instructions, requirements, traces, test information, and other content that you submit to or create using the Service.

These Terms govern use of the Service. Our Privacy Policy explains how we handle personal information and is incorporated into these Terms where the law permits.

2. Eligibility, language, and acceptance

You must be at least 18 years old, have legal capacity to enter into these Terms, and be located in Canada or the United States unless we agree otherwise in writing. If you use the Service for an organization, you represent that you have authority to bind it. In that case, “you” includes that organization.

The account-creation screen links these Terms and explains that creating an Agent Modeler account means agreeing to them. The signup notice does not create a separate, versioned acceptance receipt. Paid checkout collects purchase consent separately under the terms displayed there. Merely viewing a policy or signing in does not create a separate acceptance record.

The French version must be made available first where Québec law requires it. You may choose to be bound by an English version only after the French version has been provided and you expressly choose English. Nothing in these Terms limits rights arising from applicable language laws.

3. Accounts and account security

You must provide accurate account information and keep it current. Sign-in is managed by an external identity provider. We do not receive your identity- provider password.

You are responsible for protecting access to your account and for activity performed through it, except to the extent caused by our act or omission. Do not share access to evade Plan limits, impersonate another person, or use an account without authorization. Notify us promptly using any contact method published in the Service if you suspect unauthorized access.

Authentication establishes identity; it does not authorize access to another customer's workspace or content. Different sign-in methods or accounts are not automatically merged merely because their email addresses match.

4. Right to use the Service

Subject to these Terms and your Plan, Marcozza grants you a limited, non-exclusive, non-transferable, and revocable right to access and use the Service during the applicable access period for your internal personal or business purposes.

The Service is a modeling and review tool. It does not deploy or operate the agent systems you design. Features shown as previews, experiments, or roadmap items are not commitments to release them.

5. Plans, entitlements, and quotas

Your Plan controls the features and limits available to you, including saving, model history, specification exports, analysis, storage, and workspace limits. The Plan and any authorized account-specific grant are enforced by our servers. Labels, client-side controls, identity-provider groups, or payment records do not independently grant access.

Complimentary, beta, trial, or promotional access may be limited in scope and duration and does not create a permanent right to paid features. When a complimentary, beta, or promotional overlay ends, your account returns to its underlying Plan unless another Plan has been validly assigned. A trial attached to a subscription follows the renewal, cancellation, and archive lifecycle disclosed at checkout and in these Terms.

Downgrading or ending a paid Plan does not immediately delete Customer Content. When paid or trial access ends, the account enters a 90-day read-only archive. During that archive, you may view existing models and use the design and visual exports we make available. If your former Plan included Test Design, you may also view and export eligible existing test specifications. Editing, saving, validation, analysis, conformance, test execution, AI assistance, and AI- provider connections are unavailable during the archive.

We will send account-lifecycle notices when the archive begins, 60 days before scheduled deletion, and 7 days before scheduled deletion. If you resubscribe before the archive expires, the scheduled subscription-ended deletion is cancelled and the capabilities of the newly verified Plan apply. Unless you resubscribe or the law requires preservation, we delete the account and Customer Content from active application systems 90 days after paid or trial access ends, subject to the limited additional periods described in the Privacy Policy.

6. Fees, subscriptions, trials, and promotions

Some Plans may require a recurring subscription. Before you place a paid order, checkout will show the Plan, price, currency, billing interval, applicable taxes, total charge, renewal terms, and any other material restrictions. You will have an opportunity to review, correct, accept, or refuse the order before purchase.

Paid subscriptions use Stripe Managed Payments, presented as Sold through Link. For these purchases, Stripe acts as the merchant of record and handles payment, applicable transaction taxes, billing support, and refunds. The merchant entity and purchase terms are identified at checkout and on your receipt. Marcozza provides and operates Agent Modeler and handles product and technical support. These Terms govern your use of Agent Modeler; the applicable Link terms and Link privacy policy govern the separate purchase and payment services.

Available payment methods, prices, and currencies are those displayed at checkout. Earlier purchases remain subject to their applicable purchase terms and mandatory rights; this description does not transfer an earlier transaction to a different merchant of record.

A subscription automatically renews for the billing interval displayed at checkout until it is cancelled. A trial or promotion is governed by the terms shown when it is offered. We will not convert a trial into a paid subscription unless the required price, renewal, authorization, and cancellation information was presented and you gave the required authorization.

Charges from an AI provider are separate from Agent Modeler fees. Your Plan does not include provider credits unless an offer expressly says that it does.

7. Cancellation, downgrades, and refunds

You may cancel renewal through the account-management or billing-portal method made available to you. Unless checkout or applicable law provides otherwise, cancellation takes effect at the end of the current paid billing period and paid access continues until then. Stripe may also end a subscription after its configured payment-recovery process. In either case, the 90-day archive begins only when paid or trial access actually ends. Requesting immediate account deletion is a separate action with the recovery period described below.

These renewal settings do not postpone an earlier termination date or limit a refund required by applicable law. You may send a termination notice or request assistance at support@marcozza.com, including when the billing portal is inaccessible. The Cancellation and Refund Policy explains the Québec service-contract rights that may apply.

Before a downgrade, we may show features or quotas that will change and when the change will take effect. You are responsible for exporting eligible Customer Content you wish to keep before an announced access or retention deadline.

Our Cancellation and Refund Policy explains how to cancel or request review of a charge. For Sold through Link purchases, the Link refund policy applies and takes precedence over any more restrictive refund provision in these Terms or our Policy. Nothing in these Terms limits any mandatory right to cancel, terminate, obtain a refund, or exercise another consumer remedy. For a Québec distance contract, the legally required pre-contract information and a retainable copy of the contract must also be provided.

8. Customer Content

You retain your ownership rights in Customer Content. We do not acquire ownership of your models, projects, libraries, or exported specifications, and we do not receive permission to use them in advertising.

You give Marcozza a limited, non-exclusive permission to host, reproduce, transmit, encrypt, decrypt, and otherwise process Customer Content only as reasonably necessary to provide, secure, maintain, and support the features you choose, comply with law, and enforce these Terms. This permission may be used by our service providers only for those purposes and ends when the content is deleted from our active systems, subject to documented recovery periods and legal retention requirements.

You are responsible for ensuring that you have the rights and permissions needed to submit Customer Content and that it does not violate law or another person's rights. Avoid including personal information, confidential information, or secrets that are not needed for your use of the Service.

These Terms do not give Marcozza permission to use Customer Content to train a general-purpose AI model.

9. AI providers and credentials

9.1 Built-in AI chat

Optional AI features allow you to connect an account or API credential for an enabled provider, such as OpenRouter, OpenAI, or Anthropic. Provider credentials are sent directly to the selected provider by Design chat, Test chat and experiment generation. These features use public guidance and the relevant Customer Content. Agent Modeler's deterministic draft-checking service does not receive your provider key or call an AI provider. Findings AI review remains unavailable, and the old customer-key relays remain disconnected, including for previously saved permissions. Manual test design and deterministic analysis remain available. If you choose browser persistence, only an encrypted copy is stored in that browser; the encryption password is not stored or recoverable by Marcozza.

When you use an AI feature, the selected model context, instructions, and applicable conversation are sent directly from your browser to the provider you selected. Connecting a provider alone does not send your model. The provider's terms, privacy practices, processing locations, retention, pricing, and acceptable-use rules apply to its service.

You are responsible for protecting your provider credentials, for all provider charges incurred through them, and for being authorized to send the selected information to that provider. We are not responsible for a provider's service, pricing, output, retention, or availability, except to the extent that applicable law makes us responsible for our own acts or service providers.

9.2 External assistants and MCP

Connecting an external assistant through MCP authorizes only the access described by that connection's permissions, your Plan, and applicable server checks. Read-only access does not permit editing. Authoring, Testing, and deletion permissions are controlled separately, including permission for deleting saved models or projects. Review your assistant's proposed operations and tool approvals before allowing it to act on your behalf. An assistant's message is not evidence that an operation was authorized or completed.

Requested content is shared with the external assistant and its provider as described in our Privacy Policy. You can disconnect a connection in MCP integration settings. That stops further access under the connection but does not undo completed changes or remove copies already held by that provider; requests already admitted may finish. Provider terms and retention practices apply to the content it has received.

10. Outputs and responsibility for use

To the extent permitted by law, you may use, modify, and distribute the portable specifications and other outputs created from your Customer Content, including commercially. This does not grant rights in our software, proprietary implementation, hidden prompts, internal rules, or third-party materials.

Third-party component licenses and notices are available in our third-party notices. They apply to those components and do not change ownership of your Customer Content.

AI-generated suggestions and Agent Modeler analyses may be inaccurate, incomplete, or unsuitable. Validation, conformance findings, test designs, and derived requirements are analyses, not certifications or guarantees of safety, correctness, security, legal compliance, or production fitness. You remain responsible for qualified review, testing, implementation, deployment, and decisions based on outputs.

Third-party AI systems, including large language models and coding agents, may misinterpret, omit or alter instructions in an exported design or test specification. Marcozza Inc. does not guarantee that these systems will follow the specification and, to the extent permitted by law, is not responsible for errors, omissions or deviations introduced by a third-party AI system into its outputs or a resulting implementation. Providing a specification does not establish that the resulting code, tests or deployed system follow it. You are responsible for independently reviewing and testing those results and their actual behaviour before use or deployment. This does not exclude any responsibility of Marcozza Inc. for its own acts or Service where that responsibility cannot lawfully be excluded.

11. Acceptable use

You must not use or help others use the Service to:

• violate applicable law or another person's privacy, intellectual-property, contractual, or other rights;
• commit fraud, impersonation, exploitation, harassment, threats, or unlawful discrimination;
• plan, design, develop, or facilitate weapons, bombs, explosive devices, violence, or other activities intended to injure people;
• distribute malware, obtain unauthorized access, interfere with another workspace, disrupt or overload the Service, or bypass security, quotas, or entitlement controls;
• scrape, probe, or security-test our systems without authorization, except where applicable law expressly permits the activity; or
• use the Service or its non-public implementation to build or provide an unauthorized copy of the Service.

We do not undertake to review every model or prevent every misuse. We may investigate suspected violations using only access permitted by law and our published privacy practices.

Good-faith security research within the scope of our Security Policy is authorized under that policy. Report vulnerabilities privately through its stated contact.

12. Saving, storage, and recovery

Saving features are Plan-controlled. Local saving and cloud saving are different features, and an export is not necessarily an editable backup. You should verify that a save completed before relying on it and keep appropriate exports or backups where your Plan permits them.

Cloud model and library content is encrypted in storage, but the Service is not zero-knowledge: authorized backend processing can decrypt content when needed to provide the Service. Storage quotas, per-document limits, model- history limits, and recovery windows may apply. Superseded records and history are not an unlimited backup or archival service.

Trace files loaded for conformance analysis are temporary inputs unless the Service expressly offers a storage feature for them. We may retain the resulting analysis with a saved model where the applicable Plan permits it, without retaining the raw trace file.

13. Our intellectual property

Marcozza and its licensors retain all rights in the Service, including its software, design, documentation, Agent Modeling Notation materials, proprietary analysis, prompts, rules, and algorithms. Third-party components remain subject to their respective licences.

Except where applicable law permits it despite these Terms, you must not copy, modify, distribute, sell, lease, sublicense, reverse engineer, decompile, or attempt to extract the source code or non-public operation of the Service. Receiving browser code solely to operate the web application grants no broader licence.

14. Privacy, confidentiality, and security

Our Privacy Policy describes the personal information we collect, why we use it, where it may be processed, how long we retain it, and the choices and rights available to you.

We use administrative, technical, and physical safeguards appropriate to the information we handle. No system is completely secure or continuously available. Unless we enter into a separate written agreement, the Service is not offered as a repository for information subject to specialized regulatory requirements or as a service certified to a particular security standard.

We will not treat Customer Content as public merely because it was submitted to the Service. Authorized personnel and service providers may access it only as reasonably necessary for the purposes described in these Terms and the Privacy Policy, or as required by law.

15. Third-party services

Identity providers, AI providers, payment processors, and other integrations are separate services governed by their own terms. A third party may change, restrict, or discontinue its service, which may affect an integration. The presence of an integration is not an endorsement or warranty of every provider or output.

16. Service and Terms changes

We may maintain, secure, improve, or discontinue features, and the Service may occasionally be unavailable. Unless we expressly agree otherwise, we do not promise a service-level percentage or support-response time.

We may revise these Terms from time to time. We will post revised Terms on this page and update the last-updated and effective dates. Subject to the notice, consent, and other rights required by applicable law and this section, revisions take effect when posted or on a stated later date and apply to access to and use of the Service afterwards.

If we propose a material change to a paid Plan or these Terms, we will give the notice and choices required by applicable law. For a Québec consumer where section 11.2 of the Consumer Protection Act applies, a permissible unilateral change will identify what may change, be communicated in a clear written notice at least 30 days before it takes effect, and include the legally required right to refuse the change and cancel without cost when applicable. We will not rely on a clause that unlawfully changes an essential element of a fixed-term contract.

Changes to dispute resolution provisions do not apply to disputes for which either party had actual notice on or before the date those changes were posted.

The version and effective date identify the Terms that apply. Please review this page periodically. By continuing to access or use the Service after revised Terms take effect, you accept the revised Terms to the extent permitted by law. Continued use does not waive any requirement for notice, express agreement, or another right that applicable law requires.

17. Suspension, account closure, and deletion

We may restrict or suspend access when reasonably necessary to address a material breach, unlawful use, unauthorized access, an immediate security risk, non-payment, or a legal requirement. Where practicable and appropriate, we will provide notice and an opportunity to remedy the issue. We may act immediately when delay would create material risk.

Cancelling a subscription stops renewal; it does not delete the account immediately. At the verified end of paid or trial access, the account enters the 90-day read-only archive described in section 5. Unless you resubscribe or the law requires preservation, the archive ends with deletion of customer-owned models, projects, libraries, versions, account profile data, identity mappings, and entitlements from active application systems.

Requesting account deletion is a separate action. Unless law requires a shorter period or preservation, an explicit deletion request takes effect after any paid access period ends, followed by a 30-day recovery period. This request does not extend a shorter subscription-archive deadline already disclosed to you. Storage-platform soft deletion may keep encrypted deleted objects recoverable for a limited additional period. Legal, security, payment, and acceptance records may be retained only where and for as long as justified under the Privacy Policy or applicable law.

Deletion of the Agent Modeler account may require a separate verified deletion of the external customer identity managed by our identity provider.

18. Disclaimers

To the maximum extent permitted by applicable law, the Service and its outputs are provided “as is” and “as available.” We do not warrant that the Service will be uninterrupted, error-free, secure against every threat, or fit for a particular purpose, or that any output will be accurate or complete.

Nothing in these Terms excludes or limits a warranty, right, remedy, or liability that cannot lawfully be excluded or limited. In particular, these Terms do not exclude or limit liability for intentional or gross fault or for bodily or moral injury where Québec law prohibits such a limitation.

19. Limitation of liability and business indemnity

To the maximum extent permitted by applicable law, Marcozza and its directors, officers, employees, and agents will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, business opportunity, goodwill, or data, arising from the Service or these Terms.

To the maximum extent permitted by applicable law, Marcozza's total aggregate liability arising from the Service or these Terms will not exceed the amount you paid for the Service during the 12 months immediately before the event giving rise to the claim, including fees collected by Stripe for your Agent Modeler subscription.

The exclusions and cap in this section do not apply where prohibited by law. They do not release Marcozza from the consequences of its own act where such a release is prohibited, and they do not limit any mandatory consumer remedy.

If you use the Service for a business, you will defend and indemnify Marcozza against a third-party claim to the extent caused by your unlawful Customer Content, your material breach of section 11, or your infringement of the third party's rights. This obligation does not apply to a consumer where prohibited, to the extent the claim was caused by Marcozza, or to a settlement made without your consent, which may not be unreasonably withheld.

20. Governing law, disputes, and general terms

These Terms are governed by the laws of Québec and the federal laws of Canada applicable there, without regard to conflict-of-law principles. Subject to any mandatory consumer-protection or jurisdiction rules, proceedings relating to these Terms or the Service may be brought in the courts of Québec.

These Terms do not require a consumer to arbitrate, prevent a person from going to court, waive participation in a class action, or shorten a statutory limitation period. After a dispute arises, the parties may agree on a lawful resolution process.

If a provision is unenforceable, it will be limited to the minimum extent necessary and the remaining provisions will continue to apply. A delay in enforcing a provision is not a waiver. We may assign these Terms in connection with a merger, reorganization, financing, or sale of all or part of our business, subject to applicable law and continuing privacy obligations. You may not assign them without our written consent.

These Terms, the Privacy Policy, the applicable checkout disclosures, and any separately signed order form constitute the agreement about the Service. If a signed order form conflicts with these Terms, the order form controls only for that order and only to the extent of the conflict.

Contact Marcozza about the Service or these Terms at support@marcozza.com.

Notices to you may be provided to the email address associated with your account or through a prominent Service notice, as permitted by law. You are responsible for keeping your account email current. Any merchant information required for a paid online purchase will be displayed before checkout and included in the retainable contract copy.