Terms of Service

These Terms of Service ("Terms") form a binding agreement between you ("you," "your," or "Account Holder") and Pluto Agent LLC a Pennsylvania limited liability company doing business as "Pluto Agent" ("Company," "we," "us," or "our"). These Terms govern your access to and use of the Pluto Agent platform, including the website located at pluto-agent.com, the Agent Studio configuration interface, the Pluto Agent API, and all related services (collectively, the "Service").

BY CREATING AN ACCOUNT, ACCESSING, OR USING THE SERVICE IN ANY WAY, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU MAY NOT ACCESS OR USE THE SERVICE.

These Terms include an agreement to resolve disputes by binding individual arbitration and a waiver of your right to participate in a class action, as described in Section 16. Please read that section carefully.

1. Definitions#

"Account" means the account you create to access and use the Service.

"Account Holder" means the individual or entity that registers for, and controls, an Account.

"Agent" means an AI-powered conversational or task-performing service that you configure using the Service, including its instructions, persona, guardrails, and connected Tools.

"Agent Build" means the instructions, settings, persona definitions, guardrails, and Tool selections you create or input to define the behavior of an Agent.

"Content" means any text, data, files, or other materials submitted to, generated by, or passed through the Service, including Agent Builds, prompts, and Outputs.

"Credits" means the prepaid units used to pay for use of the Service, as described in Section 6.

"Documentation" means the developer documentation, guides, and API reference published by Company, as updated from time to time.

"End User" means an individual who interacts with an Agent you have deployed, typically through your own website, application, or product.

"Model Provider" means a third-party provider of artificial intelligence or large language model technology that Company uses to power Agent responses.

"Output" means any response, content, or result generated by an Agent.

"Tool" means a discrete capability that may be granted to an Agent, enabling it to retrieve information or take an action, as further described in Section 5.

2. Eligibility#

To use the Service, you must:

• be at least 18 years old or the age of majority in your jurisdiction, whichever is greater;
• have the power and authority to enter into these Terms, whether on your own behalf or on behalf of an entity you represent;
• not be barred from using the Service under the laws of the United States or any other applicable jurisdiction, including export control and economic sanctions laws; and
• not have been previously suspended or removed from the Service, unless reinstated by Company.

Company may refuse to open, or may suspend or terminate, an Account at its discretion if these requirements are not met.

3. Accounts and Security#

You must provide accurate and complete information when creating an Account and keep that information up to date. You are responsible for maintaining the confidentiality of your Account credentials and API keys, and for all activity that occurs under your Account, whether or not authorized by you.

You must notify Company promptly at [email protected] if you become aware of any unauthorized access to or use of your Account or API keys. Company is not liable for any loss or damage arising from your failure to safeguard your Account credentials or API keys.

4. Description of the Service; Changes to the Service#

Pluto Agent is a no-code platform for building, configuring, and running AI-powered agents. You configure an Agent's behavior and select which Tools it may use through Agent Studio; once configured, the Agent is reachable through the Pluto Agent API.

Company may add, modify, deprecate, or remove features, Tools, Model Providers, pricing, rate limits, and any other aspect of the Service at any time and in its sole discretion, with or without prior notice, except where notice is required by law or expressly stated elsewhere in these Terms. Company does not guarantee that any particular feature, Tool, or Model Provider will continue to be offered.

The Service, or parts of it, may currently be offered on a pre-release, beta, or early-access basis. Pre-release aspects of the Service may be modified, suspended, or discontinued at any time and may not perform as expected.

5. Agent Builds, Tools, and Model Providers#

5.1 Tools#

A Tool is a capability you may grant to an Agent. Some Tools are read-only (for example, retrieving information from a third-party source). Other Tools, now or in the future, may be capable of taking actions with real-world effect, including but not limited to sending communications, moving funds, or modifying data in a third-party system. Company will describe each Tool's function in the Documentation, but you are solely responsible for reviewing and understanding what a Tool can do before granting it to an Agent.

If you connect a Tool to a third-party account, application, or system that you own or control, you represent and warrant that you have all rights necessary to grant Company and the Agent the access you configure, and you remain solely responsible for any credentials, tokens, or permissions you supply.

5.2 Model Providers#

Company relies on one or more third-party Model Providers to power Agent responses. Company may add, remove, or change Model Providers at any time without notice. Prompts and other Content submitted to an Agent may be transmitted to and processed by the applicable Model Provider, subject to that provider's own terms and policies. Current subprocessor information is maintained in our Privacy Policy.

6. Fees, Credits, and Billing#

Building and configuring Agents is free. Fees apply only when an Agent is run, and are charged in Credits.

• Credits are purchased in advance as one-off packs through our third-party payment processor. Company does not receive or store your full payment card number.
• New Accounts may receive a one-time allotment of trial Credits. The amount, terms, and availability of any trial allotment are determined by Company in its sole discretion and are subject to change without notice.
• You may optionally enable automatic replenishment of Credits ("auto-refill") at a threshold and pack size you select.
• Rate limits apply per Account and may increase automatically, on request, or change from time to time, as described in the Documentation.
• Billing rules governing which requests consume Credits are described in the Documentation and may be updated from time to time.

ALL CREDIT PURCHASES ARE FINAL AND NON-REFUNDABLE, except as required by applicable law or as Company may agree in its sole discretion on a case-by-case basis. If you believe you were charged in error, contact [email protected].

You are responsible for all applicable taxes associated with your use of the Service, other than taxes based on Company's net income.

7. Content, Outputs, and Intellectual Property#

7.1 Company's Platform#

The Service, including its underlying software, source code, Documentation, design, and the "Pluto Agent" name and logo, is and remains the exclusive property of Company and its licensors. These Terms grant you only a limited, non-exclusive, non-transferable right to use the Service as permitted herein. No other rights are granted, and access to any repository, API, or Documentation does not grant you a license to Company's underlying technology.

7.2 Agent Builds#

As between you and Company, you own all right, title, and interest in and to the Agent Builds you create using the Service, including the instructions, persona definitions, guardrails, and settings you input. You grant Company a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, process, transmit, reproduce, modify, and display your Agent Builds as necessary to operate the Service, and to review and analyze Agent Builds (including in aggregate or de-identified form) to understand how the Service is used and to inform Company's product development. This license survives termination of your Account to the extent necessary to permit Company's continued use under this Section and to comply with Company's data retention practices described in the Privacy Policy. Company does not use the content of your Agent Builds to train or fine-tune any artificial intelligence or machine-learning model, whether Company's own or a third party's. You may copy or recreate your Agent Builds outside the Service on your own, including on a competing platform. Company does not, however, provide tools, features, or support to help you do so: Company has no obligation to build or provide any export, bulk-download, or migration functionality for Agent Builds, and any request for such assistance may be declined at Company's discretion.

7.3 Outputs#

As between you and Company, you own the Outputs generated by your Agents, subject to (a) Company's license rights in the Agent Build and the Service described in Sections 7.1 and 7.2, and (b) any rights the applicable Model Provider retains under its own terms.

7.4 License to Company#

You grant Company a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, and display Content solely as necessary to provide, maintain, and improve the Service.

7.5 Feedback#

If you provide Company with suggestions, ideas, or other feedback about the Service, Company may use that feedback for any purpose without obligation or compensation to you.

8. End Users of Your Agents#

The Service is designed to let you deploy Agents that interact with your own End Users, typically through your own website, application, or product. As between you and Company:

• You are solely responsible for your relationship with your End Users, including providing any notices, obtaining any consents, and entering into any agreements required by applicable law (including privacy and consumer protection law) in connection with their interactions with your Agent.
• Company is not a party to, and has no obligation arising from, your relationship with your End Users.
• You represent and warrant that you have all rights and consents necessary to submit any End User data to the Service, including any data you configure the Service to pass to an Agent.

By submitting End User data through the Service, you agree to Company's Data Processing Addendum ("DPA"), available at pluto-agent.com/dpa which is incorporated into these Terms by reference and governs Company's processing of End User data on your behalf.

9. Acceptable Use#

You agree not to use the Service to:

• Post, generate, or facilitate content that is illegal, that harasses, threatens, or incites violence or hatred against any person or group, that sexually exploits minors, or that otherwise violates applicable law;
• Attack, disrupt, reverse-engineer, or gain unauthorized access to the Service or any third-party system, introduce malware, or circumvent rate limits, Credit requirements, or other technical restrictions;
• Use a Tool to take an action with respect to any underlying data or system beyond what you are authorized to take; or
• Otherwise use the Service in violation of applicable law or these Terms.

Company may investigate suspected violations and may suspend or terminate access, remove Content, or take any other action it deems appropriate, with or without notice.

10. Your Responsibility for Agents#

You are solely responsible for: (a) the content of your Agent Builds, including instructions and guardrails; (b) which Tools you grant to an Agent and the consequences of doing so; (c) monitoring your Agent's behavior and Outputs; and (d) complying with applicable law in how you configure, deploy, and use your Agent, including in your interactions with End Users.

Company provides the underlying infrastructure and Tools but does not control, and cannot practically review, the content of your Agent Builds or every Output before it is generated or every action a Tool takes. To the fullest extent permitted by law, Company disclaims responsibility for the actions, Outputs, and consequences of any Agent you configure, including any action taken through a Tool capable of real-world effect.

11. Service Availability; No SLA#

The Service is provided on a best-effort basis. Company does not commit to any minimum uptime percentage and does not offer service credits for downtime. The Service may experience interruptions, errors, or delays. Company may provide self-serve monitoring tools as a convenience; the availability of such tools does not create any guarantee of Service performance or availability.

12. Term, Suspension, and Termination#

These Terms take effect when you first access or use the Service and continue until terminated as described in this Section.

You may terminate your Account at any time using the account deletion process described in the Documentation. Company may suspend or terminate your access to the Service based on a good-faith determination that you have violated these Terms, engaged in suspected fraud or abuse, failed to pay amounts due, or where necessary to comply with applicable law. Company will act diligently, objectively, and proportionately in making and enforcing that determination. Company will provide notice of a suspension or termination where reasonably practicable, except where immediate action is necessary to prevent harm to the Service, other users, or third parties.

Upon termination: your API access will be revoked; any unused Credits are forfeited unless applicable law requires otherwise; and certain data associated with your Account may be retained after termination in accordance with our Privacy Policy, applicable law, or Company's legitimate business needs (including fraud prevention, dispute resolution, and legal compliance).

Sections of these Terms that by their nature should survive termination — including Sections 7 (Content, Outputs, and Intellectual Property), 9 (Acceptable Use, as to conduct prior to termination), 10, 13, 14, 15, 16, 17, and 19 — will survive.

13. Disclaimers#

THE SERVICE, INCLUDING ALL AGENTS AND OUTPUTS, IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, OR FIT FOR YOUR PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT AI-GENERATED OUTPUTS MAY BE INCORRECT OR INAPPROPRIATE, AND THAT YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AN OUTPUT'S FITNESS FOR ANY PURPOSE BEFORE RELYING ON IT.

14. Limitation of Liability#

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

These limitations do not apply to liability that cannot be limited or excluded under applicable law, including liability for Company's gross negligence, willful misconduct, or fraud. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

15. Indemnification#

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

• your use of the Service;
• your Agent Builds and the Tools you grant to any Agent;
• Outputs generated by your Agents and any action taken by your Agents, including through a Tool capable of real-world effect;
• your violation of these Terms or applicable law;
• your relationship with, or any claim brought by, an End User; or
• your violation of any third party's rights, including intellectual property or privacy rights.

Company reserves the right, at your expense, to assume exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with Company's defense of such claims.

16. Dispute Resolution; Arbitration Agreement#

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

16.1 Informal Resolution#

Before filing a claim, you agree to first contact Company at [email protected] and attempt in good faith to resolve the dispute informally for at least 30 days.

16.2 Binding Arbitration#

If a dispute is not resolved informally, you and Company agree that it will be resolved by binding individual arbitration administered by the American Arbitration Association under its applicable rules, rather than in court, except that either party may bring an individual claim in small claims court if it qualifies. This arbitration agreement applies to any dispute arising out of or relating to these Terms or the Service, except for claims for injunctive or equitable relief to protect intellectual property rights, which either party may bring in court.

16.3 Class Action Waiver#

YOU AND COMPANY AGREE THAT ANY ARBITRATION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY, AND NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF THIS CLASS ACTION WAIVER IS FOUND UNENFORCEABLE AS TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF, THAT CLAIM OR REQUEST WILL PROCEED IN COURT, SEVERED FROM ANY ARBITRATION, AND ALL OTHER CLAIMS WILL REMAIN SUBJECT TO ARBITRATION.

16.4 Location#

Arbitration will take place in Philadelphia, Pennsylvania, or another location or format (including by telephone or videoconference) mutually agreed by the parties.

16.5 Right to Opt Out#

You may opt out of this arbitration agreement by sending written notice to [email protected] within 30 days of first agreeing to these Terms, stating your name and a clear intent to opt out of arbitration. If you opt out, neither you nor Company will be required to arbitrate disputes with each other, and Section 17 will govern where such disputes are brought.

17. Governing Law; Venue#

These Terms are governed by the laws of the State of Pennsylvania, without regard to its conflict of laws principles. For any dispute not subject to arbitration under Section 16, the state and federal courts located in Philadelphia, Pennsylvania will have exclusive jurisdiction, and you and Company each consent to personal jurisdiction and venue there.

18. Modifications to These Terms#

Company may update these Terms from time to time. If we make material changes, we will provide notice by posting the updated Terms with a new "Last Updated" date, and, where appropriate, by email or an in-product notice. Your continued use of the Service after the effective date of an update constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service and may terminate your Account.

19. General Provisions#

19.1 Entire Agreement#

These Terms, together with the Privacy Policy and any Documentation incorporated by reference, constitute the entire agreement between you and Company regarding the Service and supersede any prior agreements.

19.2 Severability#

If any provision of these Terms is held unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

19.3 No Waiver#

Company's failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision.

19.4 Assignment#

You may not assign or transfer these Terms without Company's prior written consent. Company may assign or transfer these Terms without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

19.5 Force Majeure#

Company will not be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disaster, war, terrorism, labor disputes, internet or utility failures, or failures of third-party Model Providers or infrastructure providers.

19.6 Relationship of the Parties#

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Company.

19.7 Notices#

Company may provide notices to you via email associated with your Account or through the Service. You may provide notices to Company at [email protected] or 121 S Broad St, 15th Floor PMB 1166, Philadelphia, PA 19107.

19.8 Export Compliance#

You may not use or export the Service in violation of U.S. export laws and regulations.

20. Contact#

Questions about these Terms may be directed to:

Pluto Agent LLC d/b/a Pluto Agent
121 S Broad St.
15th Floor PMB 1166
Philadelphia, PA 19107
[email protected]

Pursuant to Article 11 of Regulation (EU) 2022/2065 (the Digital Services Act), Company designates the email address above as its single point of contact for direct communication with Member State authorities, the European Commission, and the European Board for Digital Services on matters arising under that Regulation. Communications may be addressed to Company in English.