Version 2026-08-30
Version 2026-08-30 These Terms govern use of Helium, the business-operations desktop AI product provided by Agens, Inc. (“Agens”). “Customer” means the organization that obtained Helium; “you” means its authorized user. An order form or other signed agreement with Agens controls if it conflicts with these Terms. ## 1. Eligibility and authority You must be at least 18 and authorized by Customer to use Helium and bind Customer when configuring its systems or approving actions. Helium is for business use, not personal or household use. ## 2. License and ownership Subject to these Terms and payment of applicable fees, Agens grants Customer a limited, non-exclusive, non-transferable license during the subscription or evaluation period to install and use Helium for Customer’s internal operations. Agens and its licensors own Helium, its software, and related documentation. Third-party components bundled with Helium remain governed by their own licenses and notices in THIRD_PARTY_NOTICES.md. Customer owns its files, prompts, records, and other content (“Customer Content”). As between the parties, Customer owns generated output to the extent permitted by law; Agens retains its pre-existing technology and general know-how. ## 3. Customer responsibilities Customer is responsible for its users, devices, provider accounts, credentials, Customer Content, retention settings, and legal authority to process data and contact people through Helium. You may not use Helium to violate law or third-party rights; bypass access controls; introduce malware; conduct unlawful surveillance, spam, or deception; develop a competing model or product through extraction or reverse engineering; or make fully automated decisions that produce legal or similarly significant effects on a person without required notice, review, and safeguards. ## 4. AI output and agent actions Helium may generate incomplete, inaccurate, or non-unique output. Review output and source material before relying on it. Helium is not a substitute for legal, medical, accounting, financial, engineering, safety, or other licensed professional judgment. It is not an emergency or safety-critical system. Helium can modify files and connected records, execute code, and send communications. Approval controls reduce risk but do not transfer responsibility to Agens. Customer is responsible for the scope it grants and for reviewing consequential actions, recipients, amounts, dates, permissions, and recovery plans. ## 5. Models and connected services Helium can use models, databases, and integrations supplied by third parties or under Customer’s own accounts. Their terms, availability, security, output, and charges are between Customer and the provider. Agens is not responsible for a third-party service, but remains responsible for its own obligations under an applicable signed agreement. Customer authorizes Helium to transmit Customer Content to configured providers when needed to perform a requested workflow. ## 6. SMS control By enabling SMS access, you confirm that you control each number provided and consent to automated texts about Helium access and control. Message frequency varies; message and data rates may apply. Consent is not required to use Helium’s other features. Reply STOP to opt out or HELP for help. Customer must not enroll another person’s number without that person’s valid consent. ## 7. Confidentiality and privacy Each party will use the other’s confidential information only to perform under these Terms and will protect it using reasonable care. The Helium Privacy Policy explains product data handling. Any signed data processing addendum governs Agens’s processing of personal data on Customer’s behalf. ## 8. Suspension and termination Agens may suspend access to prevent material security harm, unlawful use, or a material breach, using reasonable efforts to provide notice when practicable. On termination, the license ends. Customer remains responsible for exporting or deleting locally stored data and disconnecting integrations. Sections that by nature should survive—including ownership, disclaimers, liability limits, and general terms—survive. ## 9. Warranties and liability Except for warranties expressly stated in a signed agreement, Helium is provided “as is” and “as available.” To the maximum extent permitted by law, Agens disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation. To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, or consequential damages, or lost profits, revenues, goodwill, or data. Each party’s total liability arising from Helium will not exceed amounts Customer paid Agens for Helium in the 12 months before the event giving rise to liability. These exclusions do not limit payment obligations, misuse of the other party’s intellectual property, breach of confidentiality, indemnity obligations in a signed agreement, or liability that law cannot limit. ## 10. General You may not assign these Terms without Agens’s consent, except in connection with a merger or sale of substantially all relevant assets. Agens may use subcontractors and remains responsible for its obligations. Neither party is liable for delay caused by events beyond its reasonable control. If part of these Terms is unenforceable, the remainder remains effective. Failure to enforce a term is not a waiver. Illinois law governs these Terms, without regard to conflicts rules, and state and federal courts in Cook County, Illinois have exclusive jurisdiction, unless a signed agreement provides otherwise. Email legal@agensai.com with legal notices or questions. Agens may update these Terms prospectively by changing the version above and providing reasonable notice of material changes.