AgentGraph Platform User Agreement
Last Updated: December 1, 2025
Version: 1.0
This AgentGraph User Agreement governs use of AgentGraph Inc.'s ("AgentGraph"), a Delaware Corporation, marketplace connecting companies ("Clients") with AI engineers ("Engineers") (collectively, "Users"). By using AgentGraph, the user accepts these terms (hereinafter referred to as the "Agreement").
1. PLATFORM SERVICES & USER OBLIGATIONS
1.1 Services. AgentGraph provides marketplace infrastructure, project posting or bidding tools, communication features, payment processing, and dispute support.
1.2 AgentGraph Role. AgentGraph is solely a marketplace intermediary, not a party to services between Clients and Engineers, with no control over quality, timing, legality, or other aspects of User transactions.
1.3 User Obligations. Users must: (a) provide accurate information; (b) conduct all Originated Relationship transactions through AgentGraph; (c) comply with applicable Statements of Work; (d) pay all AgentGraph fees.
2. ORIGINATED RELATIONSHIPS & EXCLUSIVITY
2.1 Originated Relationship Defined. An "Originated Relationship" exists when Client and Engineer first connect, communicate, or learn each other's identity through AgentGraph.
2.2 12-Month Exclusivity. For any Originated Relationship, Users must conduct all AI-related engineering transactions exclusively through AgentGraph for 12 months from first connection ("Exclusivity Period").
2.3 Buyout Option. Either party may purchase direct engagement rights by paying AgentGraph: (a) 15% of greater of (i) prior 12-month AgentGraph fees for that relationship or (ii) $5,000 minimum; plus (b) 10% of estimated annual value of contemplated direct relationship (as determined in AgentGraph's reasonable discretion based on transaction history).
2.4 Circumvention & Liquidated Damages. Users shall not circumvent AgentGraph fees via off-platform transactions, modified scopes, or affiliated entity transfers during Exclusivity Period. Violation permits AgentGraph to recover liquidated damages (not a penalty) of: (a) 30% of project value (projects under $50K); (b) 20% of project value plus AgentGraph's attorneys' fees (projects $50K+). Users acknowledge this reasonably estimates AgentGraph's lost fees and business harm.
2.5 Pre-Existing Relationships. Users may register pre-existing relationships within 14 days of account creation with reasonable documentation; such relationships are exempt from Section 2.2.
3. FEES, PAYMENT & DISPUTES
3.1 AgentGraph's Fees. AgentGraph charges fees as specified in each Statement of Work ("SOW"), typically calculated as a percentage of project value or a flat per-project fee.
3.2 Payment Processing. All payments shall be processed through AgentGraph's designated payment system. AgentGraph may withhold final payment to Engineers until Client confirms satisfactory completion or the dispute resolution period expires.
3.3 Refunds & Disputes. AgentGraph may, in its sole discretion, facilitate refunds or adjustments in cases of non-performance or disputes, but has no obligation to do so. AgentGraph's dispute resolution determination is final and binding.
4. USER REPRESENTATIONS
4.1 Authority. The user has full authority to enter this Agreement and Statements of Work.
4.2 Law Compliance. Users comply with all applicable laws including employment, tax, IP, export controls, CCPA, and other data privacy regulations.
4.3 Independent Contractors. Engineers are independent contractors, not employees. Users are solely responsible for worker classification and compliance with tax and employment laws.
4.4 IP Ownership. Users retain their respective IP. Work product rights specified in the applicable Statement of Work. Users represent they have rights to all materials provided.
4.5 Prohibited Uses. No illegal purposes including: illegal content or activities, gambling, unregulated financial services, weapons, controlled substances, or IP infringement.
5. DISCLAIMERS & LIABILITY LIMITATIONS
5.1 NO WARRANTIES. PLATFORM PROVIDED "AS IS" AND "AS AVAILABLE." AGENTGRAPH DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR PURPOSE, AND NONINFRINGEMENT. AGENTGRAPH DOES NOT WARRANT UNINTERRUPTED, SECURE OR ERROR-FREE SERVICE, SUCCESSFUL MATCHES OR TRANSACTIONS, QUALITY, ACCURACY OR RELIABILITY OF SERVICES, OR USER PERFORMANCE.
5.2 USER DUE DILIGENCE. Users are solely responsible for vetting transaction partners. AgentGraph does not verify credentials, conduct background checks or guarantee User identity, qualifications or reliability.
5.3 CONSEQUENTIAL DAMAGES EXCLUSION. AGENTGRAPH IS NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, REVENUE, DATA OR BUSINESS INTERRUPTION.
5.4 LIABILITY CAP. AGENTGRAPH'S TOTAL LIABILITY SHALL NOT EXCEED LESSER OF: (i) FEES PAID BY USER TO AGENTGRAPH IN PRIOR 12 MONTHS, OR (ii) $10,000.
5.5 Exceptions. Sections 5.3-5.4 exclude: (a) AgentGraph's gross negligence or willful misconduct; (b) AgentGraph's confidentiality breaches; (c) User's payment or Section 2 breaches; (d) matters unlimitable under Delaware law.
5.6 Third Parties & Force Majeure. AgentGraph is not responsible for third-party service failures or performance failures from causes beyond reasonable control, including (without limitation) natural disasters, war, terrorism, labor disputes, government actions, internet disruptions, or cyber-attacks.
6. INDEMNIFICATION
User indemnifies and holds harmless AgentGraph and its officers, directors, employees, agents from claims, damages, losses, liabilities, expenses (including attorneys' fees) arising from: (a) User's breach; (b) violations of law or third-party rights; (c) services performed or obtained through AgentGraph; (d) User content or materials; (e) User disputes; (f) worker misclassification or tax issues. AgentGraph will provide User with notice of any claim subject to indemnification. User shall have the right to control defense of the claim with counsel reasonably acceptable to AgentGraph provided User shall not settle any claim without AgentGraph's prior written consent.
7. CONFIDENTIALITY & DATA
7.1 Confidentiality. Users maintain confidentiality of other Users' and AgentGraph's confidential information, using it solely for AgentGraph purposes.
7.2 Privacy. AgentGraph complies with CCPA and all applicable privacy laws relating to the collection and use of User data. Users consent to such collection and use.
7.3 Security. AgentGraph implements reasonable security but cannot guarantee absolute security. Users responsible for account credential security.
8. TERM & TERMINATION
8.1 Term. Continues until terminated by either party.
8.2 User Termination. User may terminate by closing their account, provided all outstanding obligations are fulfilled. Termination does not affect: (i) obligations under active SOWs, (ii) Originated Relationship restrictions under Section 2, or (iii) payment obligations.
8.3 AgentGraph Termination. AgentGraph may terminate or suspend this Agreement immediately for material breach of this Agreement; fraud, misrepresentation or illegal activity; nonpayment of fees; conduct harmful to AgentGraph or other Users; or inactivity exceeding 12 months.
8.4 Effect. Upon termination, User's access to AgentGraph ceases and all outstanding payments immediately become due. Sections 2, 5, 6, 7, 9 shall survive termination of this Agreement. Following termination, AgentGraph may retain data as required by law or in connection with any dispute.
9. GENERAL PROVISIONS
9.1 Entire Agreement. This Agreement, together with applicable Statements of Work and any other duly-executed exhibits or addenda, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.
9.2 Amendments. AgentGraph may modify this Agreement from time to time by providing written notice to User through one or more of the following methods: (i) email to the email address on file with User's account; (ii) prominent notice on the AgentGraph Platform upon User login; (iii) in-Platform notification or message; or (iv) posting the updated Agreement on AgentGraph's website at [URL] with notice of the update. Continued use after such notice constitutes acceptance. Material changes to Section 2 or fee structures require express consent.
9.3 Assignment. User may not assign this Agreement without AgentGraph's prior written consent. AgentGraph may assign this Agreement to any affiliate or successor.
9.4 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of law principles.
9.5 Dispute Resolution.
(a) Informal Resolution. Parties agree to first attempt good faith informal resolution of disputes by providing written notice describing the dispute and proposed resolution. The parties shall negotiate in good faith for a period of 30 days.
(b) Mediation. If informal resolution fails, the parties agree to participate in nonbinding mediation before a mutually agreed-upon mediator. Mediation shall take place in Orange County, California or such other location as the parties may agree in writing. The parties shall share mediation costs equally. Either party may proceed to arbitration if mediation does not resolve the dispute within 60 days of the mediation request.
(c) Binding Arbitration. The party initiating arbitration may bring an action under the AAA Commercial Arbitration Rules or JAMS Comprehensive Arbitration Rules. The responding party may object to this within 10 days. If there is no agreement between the parties, AAA administers. Arbitration shall be before a single arbitrator to be selected upon agreement by the parties or appointed by administrator. Venue shall be Orange County, CA unless parties agree otherwise in writing. Delaware law applies. Written decision required. Discovery per organization rules. Court may enter judgment on award.
(d) Injunctive Relief Exception. Either party may seek court injunctive or equitable relief for actual or threatened breaches of Sections 2, 6, or 7 without first arbitrating, concurrent with arbitration of other claims.
(e) Venue. Court actions, including (without limitation) actions to compel arbitration, confirm an award or seek an injunction, shall be brought exclusively in the state or federal courts located in Orange County, CA, unless otherwise agreed by the parties. Each party hereby irrevocably consents to jurisdiction and venue.
(f) CLASS ACTION WAIVER. EACH PARTY AGREES TO BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES, AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL PROCEEDING.
(g) Costs. Each party shall bear its own attorneys' fees and costs, except that the arbitrator may award attorneys' fees and costs to the prevailing party, as permitted by the terms of this Agreement or applicable law. The parties shall share equally the arbitrator's fees and administrative costs of arbitration, unless the arbitrator determines that such allocation would be unjust under the circumstances.
(h) Confidentiality. All arbitration proceedings, including any mediation, hearings, orders and awards, shall be confidential. The parties and arbitrator shall not disclose the existence, content or results of any arbitration without the prior written consent of all parties, except as required by law or to enforce the arbitration award.
(j) Modification of Procedures. The parties may, by mutual written agreement, modify any of the dispute resolution procedures set forth in this Section 9.5, including but not limited to the selection of arbitration provider, arbitration location, number of arbitrators, or procedural rules.
9.6 Severability. Unenforceable provisions modified minimally or severed without affecting the remainder. If Section 9.5(f) is unenforceable, entire Section 9.5 (except (a)) void; disputes resolved in court per Section 9.5(e).
9.7 No Waiver. AgentGraph's failure to enforce any provision does not constitute a waiver of that or any other provision.
9.8 Notices. All notices must be in writing and sent to the addresses on file with AgentGraph via email (with confirmation of receipt) or certified mail, return receipt requested.
9.9 Relationship of Parties. This Agreement does not create any partnership, joint venture, employment, or agency relationship between the parties.
9.10 Attorneys' Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs, except as otherwise provided in Section 9.5(h).