Terms of Service

ProAgentMe.com

A product of Telos Technologies LLC

Effective Date: April 22, 2026
Last Updated: April 22, 2026

Agreement to Terms

Welcome to ProAgentMe ("ProAgentMe," "Platform," "we," "us," or "our"), a product owned and operated by Telos Technologies LLC, a Virginia limited liability company ("Company").

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Telos Technologies LLC governing your access to and use of the ProAgentMe platform, including any content, functionality, and services offered.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE PLATFORM.

By accessing or using ProAgentMe, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use the Platform.

Please pay particular attention to:

Section 16 (Disclaimers) and Section 17 (Limitation of Liability), which contain important disclaimers and limitations;
Section 19 (Dispute Resolution), which requires most disputes to be resolved by binding arbitration and waives class-action rights; and
Section 16.5 (Physical Activities and Bodily Safety), if you use the Platform for any topic involving exercise, nutrition, food preparation, or other activities with physical-safety implications.

Definitions
Eligibility
Account Registration
Platform Description
Creator Terms
Client Terms
Current Subscription Plans
Intellectual Property Rights
Creator Content and Data Protection
Fees, Payments, and Payouts
Human Expert Sessions
Acceptable Use Policy
Prohibited Content and Conduct
User-Generated Content
Third-Party Services and AI Providers
Disclaimers
Limitation of Liability
Indemnification
Dispute Resolution and Arbitration
Termination
Modifications to Terms
General Provisions
Contact Information

1. Definitions

For the purposes of these Terms:

"Account" means a registered user account on the Platform.
"Agent" means an AI-powered digital assistant created by a Creator using the Platform's tools and infrastructure.
"Agent Content" means responses, outputs, and communications generated by an Agent.
"Client" means a User who subscribes to, hires, or interacts with Agents on the Platform.
"Conversation Data" means the content of interactions between Clients and Agents, including both client queries and Agent responses.
"Creator" means a User who creates, trains, maintains, and publishes Agents on the Platform.
"Creator Content" or "Training Materials" means any documents, text, audio, video, images, frameworks, methodologies, prompts, instructions, or other materials uploaded by Creators to train their Agents.
"Fees" means all charges, commissions, and payments associated with using the Platform.
"Human Expert Session" means a direct communication between a Client and the Creator behind an Agent, requested by the Client, billed at a flat per-session fee, and delivered asynchronously through Platform messaging.
"Intellectual Property" means patents, copyrights, trademarks, trade secrets, and other proprietary rights.
"Platform" means the ProAgentMe website, applications, APIs, MCP server, and all related services operated by Telos Technologies LLC.
"Sensitive Personal Information" means information treated as "sensitive" under the California Privacy Rights Act, the Virginia Consumer Data Protection Act, or analogous privacy laws (including, without limitation, government ID numbers, precise geolocation, racial or ethnic origin, religious beliefs, contents of communications not originating with us, genetic or biometric identifiers, health information, and information on sexual orientation).
"Services" means all services provided through the Platform.
"Subscription" means a recurring paid plan for access to the Platform's AI-agent functionality (the Free, Starter, Professional, or Enterprise tiers as published at proagentme.com/pricing).
"User" means any individual or entity that accesses or uses the Platform, including Creators and Clients.
"Vertical" means a category of expertise represented on the Platform (such as design, culinary, technology, education, or business consulting).

2. Eligibility

2.1 Age Requirement

You must be at least 18 years old to use the Platform. By using the Platform, you represent and warrant that you are at least 18 years of age. The Platform reserves the right to apply a higher minimum age to specific verticals or features where appropriate.

2.2 Legal Capacity

You must have the legal capacity to enter into binding contracts. If you are using the Platform on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.

2.3 Geographic Restrictions

The Platform is operated from the United States. We make no claims that the Platform is accessible or appropriate for use in all locations. Users are responsible for compliance with the laws of the jurisdiction in which they access the Platform.

2.4 Account Restrictions

You may not use the Platform if:

You have been previously banned or removed from the Platform;
You are prohibited by applicable law from using the Services;
You are located in a country subject to U.S. government sanctions or on a U.S. government list of sanctioned or prohibited persons.

2.5 Regional and Vertical Availability

The availability of specific Agents, verticals, features, or Human Expert Session services may vary by geographic location and may change without notice. Telos Technologies LLC reserves the right, in its sole discretion and without liability to any User:

to restrict or prohibit access to the Platform or specific features from any country, state, province, or other jurisdiction;
to restrict or prohibit specific verticals from being offered or consumed in specific jurisdictions where the Platform's model is not consistent with local professional licensing, consumer protection, or other regulations;
to require that specific Creators verify licensure or compliance before offering services to Clients in specific jurisdictions;
to change the scope of available services or verticals at any time in response to regulatory developments.

3. Account Registration

3.1 Account Creation

To access certain features of the Platform, you must create an Account by providing accurate, current, and complete information.

3.2 Account Types

Creator Account: Enables you to create, train, and publish Agents.
Client Account: Enables you to discover, subscribe to, and interact with Agents.
Combined Account: Users may operate as both Creators and Clients using the same Account, with separate role-specific functionality.

3.3 Account Security

You are responsible for:

Maintaining the confidentiality of your Account credentials;
All activities that occur under your Account;
Notifying us immediately of any unauthorized access or security breach at support@proagentme.com.

3.4 Account Information

You agree to:

Provide accurate and truthful information;
Update your information to keep it current;
Not create accounts using false identities or on behalf of others without authorization.

3.5 One Account Per Person

Unless otherwise authorized, you may maintain only one Account. Multiple accounts may be subject to termination.

4. Platform Description

4.1 Marketplace Services

ProAgentMe is a marketplace platform that:

Enables Creators to build, train, and deploy AI Agents based on their expertise;
Enables Clients to discover, subscribe to, and interact with Agents;
Facilitates Human Expert Sessions between Clients and Creators;
Provides infrastructure, payment processing, and operational support for the marketplace.

4.2 Platform Role

ProAgentMe acts as a marketplace facilitator, not as:

An employer of Creators;
A provider of professional services;
A guarantor of Agent quality or accuracy;
A party to agreements between Creators and Clients except as expressly provided in these Terms.

4.3 No Professional Advice

Agent Content does not constitute professional advice. Users should consult qualified professionals licensed in the relevant jurisdiction for legal, medical, financial, tax, safety-critical, or other decisions with significant consequences.

4.4 Platform Is Not a Licensed Professional Services Provider

Telos Technologies LLC does not practice law, medicine, accounting, financial advisory services, psychology, nutrition, or any other licensed profession. The Platform does not employ Creators. The Platform does not hold itself out as a licensed professional services provider and does not offer licensed professional services directly. All licensed professional services, if any, are offered solely by individual Creators who represent and warrant that they hold the required licenses in their own jurisdictions and may practice their professions as represented on the Platform. Nothing in these Terms, in Platform marketing, or in Agent Content constitutes the practice of any licensed profession by Telos Technologies LLC.

5. Creator Terms

5.1 Creator Responsibilities

As a Creator, you agree to:

Content and Quality:

Provide accurate, truthful information in your profile and Agent training;
Maintain the quality and accuracy of your Agent;
Regularly review and update your Training Materials;
Respond to Client feedback and complaints;
Not misrepresent your qualifications, credentials, or expertise.

Compliance:

Comply with all applicable laws and regulations;
Comply with the licensing, certification, and registration requirements of your profession in every jurisdiction in which you offer services through the Platform;
Not create Agents that provide advice requiring professional licensure unless you hold the required licensure in every jurisdiction where Clients may access the Agent;
Not create Agents that operate outside the permitted scope of practice of your profession;
Ensure your Agent does not generate content that violates these Terms, applicable law, or the rules of your profession;
Implement appropriate safeguards, disclaimers, and limitations for your Agent.

Availability:

Be available for Human Expert Session requests (if enabled);
Respond to Human Expert Session requests in a timely manner;
Maintain accurate availability settings.

5.2 Creator Representations and Warranties

As a Creator, you represent and warrant that:

You own or have the right to use all Training Materials;
Your Training Materials do not infringe any third-party rights;
You hold all licenses, certifications, and registrations required by your profession in your jurisdiction and in any jurisdiction where you offer services through the Platform;
You comply with the ethical rules, practice standards, and professional conduct obligations of your profession;
You are permitted by applicable law to offer your services through a platform of the Platform's nature;
Your Agent will not hold itself out as providing licensed professional services unless you are licensed and permitted to do so in the Client's jurisdiction;
Your Agent will not generate content that violates these Terms, applicable law, or the rules of your profession;
You have, or will promptly obtain, any professional liability insurance, errors-and-omissions insurance, or other insurance the Platform reasonably requires for your vertical.

5.3 Agent Configuration

Creators are responsible for:

Configuring Agent behavior and limitations;
Defining the scope of topics their Agent will address;
Setting their Human Expert Session rate (within the minimum and maximum amounts published at proagentme.com/pricing);
Setting escalation triggers and thresholds;
Monitoring Agent performance and outputs;
Keeping their Agent's knowledge current and reviewing any automated safeguards the Platform provides.

Client-facing subscription pricing is set by the Platform (see Section 7) and is not configurable by Creators.

5.4 Creator Independence

Creators are independent contractors, not employees, agents, partners, or representatives of Telos Technologies LLC. Creators set their own methodologies, represent their own brands, retain their professional autonomy, and are free to provide services outside the Platform. Nothing in these Terms creates an employment, partnership, or agency relationship.

5.5 Insurance Requirements

The Platform reserves the right to require Creators to carry, at the Creator's expense, professional liability insurance, errors-and-omissions insurance, general liability insurance, or other appropriate insurance coverage as a condition of publishing or maintaining an Agent on the Platform. Such requirements may be imposed on a platform-wide basis, on a per-vertical basis, on a per-Creator basis, or on any other basis in the Platform's reasonable discretion. Creators required to carry insurance may be asked to provide evidence of coverage (including naming Telos Technologies LLC as an additional insured where commercially reasonable) and to maintain such coverage throughout the term of their publication on the Platform.

6. Client Terms

6.1 Client Responsibilities

As a Client, you agree to:

Use Agents for lawful purposes only;
Not attempt to manipulate, exploit, or abuse Agents;
Provide accurate information when interacting with Agents (to the extent relevant for the Agent's response);
Respect the limitations of AI-generated content;
Pay all applicable Fees for services used.

6.2 Client Acknowledgments

As a Client, you acknowledge and understand that:

AI Limitations:

Agents are AI-powered and may produce inaccurate, incomplete, fabricated, or inappropriate responses;
Agent Content is not a substitute for professional advice;
Agents may not always understand context, nuance, or your specific situation;
You should verify important information independently before acting on it.

Creator Relationship:

Your primary relationship for the substantive quality of Agent Content is with the Creator. In any dispute arising from an Agent's output or a Creator's professional conduct, your primary recourse is against the Creator.
The Platform's obligations are limited to Platform-specific matters (billing accuracy, Platform availability, Platform data security, and the specific commitments in Section 9);
Quality and availability of Agents depends on individual Creators.

No Privilege or Fiduciary Relationship:

Your use of the Platform does not create an attorney-client, doctor-patient, therapist-client, accountant-client, or other privileged or fiduciary relationship between you and the Platform, any Agent, or any Creator, unless and until you separately enter into such a relationship directly with the Creator outside the Platform under terms consistent with the Creator's professional licensing rules.
Communications with Agents are not subject to attorney-client, physician-patient, therapist-patient, accountant-client, or other evidentiary privilege. Do not input privileged information into Agent conversations with any expectation that privilege will be preserved.

6.3 Client Use Restrictions

You may not:

Use Agents to generate illegal, harmful, or inappropriate content;
Attempt to extract Training Materials or reverse-engineer Agents;
Share access to Agents in violation of licensing terms;
Use Agents for competitive intelligence against Creators;
Abuse the Human Expert Session feature;
Use Agent Content to train, fine-tune, or evaluate competing AI systems.

7. Current Subscription Plans

7.1 Published Plan Details

Subscription tiers, monthly prices, conversation and message limits, and feature availability for the Platform are published at proagentme.com/pricing. That page is the authoritative source for the current published terms of each plan. The Platform may make all or specified plans available in specified jurisdictions; see Section 2.5.

7.2 Changes to Plan Terms

We may modify subscription tiers, their prices, or their included limits at any time. For changes that reduce the benefits of an existing subscriber's plan (including price increases), we will provide at least thirty (30) days' prior notice by email to the address on file. Continued use of the Platform after the notice period constitutes acceptance of the revised terms. If you do not agree to the revised terms, you may cancel your subscription before the effective date; your access will continue through the end of the then-current billing period.

7.3 Renewal and Cancellation

Paid subscriptions renew automatically each billing period unless cancelled before the renewal date. You may cancel at any time from your account settings; cancellation takes effect at the end of the current billing period and your access continues until that date. Unused conversations and messages within a billing period do not roll over to subsequent periods.

7.4 Human Expert Sessions

Human Expert Sessions (Section 11) are charged separately from subscription fees as a one-time flat fee per session, set by the Creator and bounded by the minimum and maximum amounts published at proagentme.com/pricing. The per-session fee is disclosed to the Client before payment. Subscription fees are never consumed by Human Expert Sessions.

8. Intellectual Property Rights

8.1 Platform Intellectual Property

The Platform, including its design, features, functionality, code, and content (excluding User content and Creator Content), is owned by Telos Technologies LLC and protected by intellectual property laws.

You may not:

Copy, modify, or distribute Platform content without authorization;
Reverse engineer, decompile, or disassemble the Platform;
Remove any proprietary notices or labels;
Use the Platform's name, logo, or branding without permission.

8.2 Creator Intellectual Property

Creator Ownership. Creators retain full ownership of their Training Materials and their original methodologies, frameworks, and expertise. Creators grant Telos Technologies LLC a limited, non-exclusive, non-transferable, non-sublicensable license solely to:

Process Training Materials to power the Creator's Agent;
Store Training Materials on our infrastructure;
Display Creator profiles and Agent descriptions on the Platform.

This license does NOT include the right to:

Share Training Materials with third parties;
Use Training Materials for our own AI training;
Sublicense Training Materials.

The license terminates upon deletion of the Creator's Account or Training Materials.

8.3 Client Intellectual Property

Clients retain ownership of:

Information and content they provide to Agents;
Work product they create based on Agent outputs;
Their proprietary business information.

8.4 Agent Outputs

Ownership of Agent Outputs.

Agent Content generated in response to Client queries is licensed to the Client for the Client's use;
Creators do not retain ownership of specific outputs generated for Clients;
Clients may use Agent outputs for their business purposes, subject to the restrictions below.

Restrictions.

Clients may not attribute Agent outputs to human professionals without disclosing the AI origin;
Clients may not resell or redistribute Agent outputs as a commercial product;
Agent outputs may not be used to train competing AI systems.

Third-Party IP in Agent Content. Agent Content is generated by AI systems trained on large corpora of text, code, and other data. The Platform does not warrant that Agent Content is free from third-party intellectual property claims, and Clients are responsible for evaluating Agent Content for such risks before using it in any commercial or public-facing manner. To the extent Agent Content incidentally incorporates or resembles third-party content, Client's use of such content is at Client's own risk.

8.5 Aggregated and De-identified Data

Telos Technologies LLC may aggregate, de-identify, or anonymize data from Platform use (including Conversation Data and Agent interaction patterns) and use such aggregated or de-identified data for any lawful purpose, including improving Platform routing, quality scoring, abuse detection, analytics, and the training of models that do not include Training Materials or Creator Content. Aggregated or de-identified data, once so processed, is not considered Personal Data or Creator Content for purposes of these Terms.

8.6 Feedback

Any feedback, suggestions, or ideas you provide about the Platform may be used by us without restriction or compensation.

9. Creator Content and Data Protection

This section contains binding commitments regarding Creator content.

We understand that Training Materials represent Creators' most valuable intellectual property. We make the following legally binding commitments to Creators:

9.1 Our Commitments

We will NEVER:

Share Training Materials with any third party. Your content stays exclusively within systems that power YOUR Agent.
Use Training Materials to train our own AI models. We will not use your content to develop, improve, or train any AI system owned by Telos Technologies LLC or ProAgentMe.
Use Training Materials to benefit other Users. Your content will never be used to train, improve, or enhance other Creators' Agents.
Sell, license, or monetize Training Materials. We will never commercialize your intellectual property beyond providing the Services.
Access Training Materials except as necessary. Access is limited to: (a) providing Services, (b) technical troubleshooting at your request, (c) enforcing these Terms, or (d) complying with valid legal requirements.

We will ALWAYS:

Treat your Training Materials as confidential information subject to the highest standards of data protection consistent with our published Privacy Policy.
Store your Training Materials securely using industry-standard encryption at rest and in transit.
Delete your Training Materials upon request or upon termination of your Account, subject to legal retention requirements (Section 9.4).
Notify you if we receive a legal request for access to your Training Materials, unless prohibited by law.
Maintain technical and organizational measures designed to prevent unauthorized access to your content.

9.2 Technical Processing

To provide Services, we must technically process your Training Materials to:

Generate vector embeddings for retrieval-augmented generation;
Store content in encrypted storage;
Enable your Agent to respond to queries.

This processing is solely for providing YOUR Agent and does not constitute "use" of your content for any other purpose.

9.3 Data Security

We implement security measures designed to protect Creator content, as described in our Privacy Policy. We aim to apply industry-standard protections including encryption at rest and in transit. The Platform's security posture is described in more detail at our Trust page (once published) and in our Privacy Policy.

9.4 Data Deletion

Upon request or Account termination:

Training Materials will be deleted within 30 days;
Vector embeddings will be purged from all active systems within 30 days;
Backup copies will be deleted within 90 days;
De-identified, aggregated data may be retained as described in Section 8.5.

9.5 Breach of Commitment

If we breach any commitment in this Section 9, you may:

Terminate your Account immediately;
Receive a full refund of fees paid in the prior 12 months;
Pursue legal remedies for breach of contract, subject to the Dispute Resolution procedures in Section 19.

The liability cap in Section 17.2 does not apply to breaches of this Section 9 (see Section 17.3).

10. Fees, Payments, and Payouts

10.1 Fee Structure

Platform revenue is derived from (a) Subscription Fees paid by Clients, (b) commissions on Human Expert Session Fees, and (c) optional premium features as published at proagentme.com/pricing.

Current commission rates on Creator earnings are disclosed to the Creator in their Creator invitation and in their Creator Studio account. Commission rates may vary by Creator cohort, vertical, or other factors and are set at the time of Creator onboarding.

10.2 Creator Pricing

Creators set their own prices for Human Expert Sessions (within the published minimum and maximum bounds). Subscription Fees are set by the Platform and are not configurable by Creators. Creators are responsible for setting Human Expert Session prices that comply with applicable laws.

10.3 Client Payments

Clients agree to:

Pay all applicable Fees when due;
Provide accurate payment information;
Authorize charges to their payment method;
Pay any applicable taxes (see Section 10.5.2).

10.4 Payment Processing

Payments are processed by third-party payment processors (Stripe, Inc.). By using the Platform, you agree to be bound by the payment processor's terms of service.

10.5 Creator Payouts

Payouts are processed on a regular schedule (typically weekly);
Minimum payout thresholds may apply, subject to Stripe Connect requirements;
Creators are responsible for providing accurate payout information;
Creators are responsible for any taxes owed on earnings.

10.5.1 Payment Processor; Creator Tax Reporting

Payouts to Creators are processed through Stripe Connect, a service provided by Stripe, Inc. ("Stripe"). By enabling payouts, you agree to Stripe's Connected Account Agreement in addition to these Terms. Telos Technologies LLC does not hold funds on your behalf; payouts move directly from Stripe to the bank account you provide during Stripe onboarding.

Tax information collection. Stripe collects the Creator's legal name, address, and tax identification number (SSN for individuals or EIN for business entities) as part of its Connect onboarding flow. Non-US Creators provide the appropriate equivalent form (such as a W-8BEN or W-8BEN-E). Telos Technologies LLC does not separately collect or store Creator tax identification numbers; that information resides with Stripe under its standard data-protection practices.

1099-K forms. As the payer of record for Stripe Connect payments, Stripe automatically generates and files Form 1099-K with the IRS and applicable state revenue agencies when a US Creator's calendar-year earnings through the Platform cross the then-current federal or state reporting threshold. Stripe also delivers a copy of the form to the Creator. Telos Technologies LLC does not separately issue 1099-K forms for amounts reportable by Stripe.

Creator reporting responsibility. The Creator is solely responsible for reporting all income received through the Platform on the Creator's federal, state, and local tax returns. Telos Technologies LLC does not withhold taxes from Creator payouts and makes no representation about the Creator's tax liability. Creators should consult a qualified tax professional with questions about their specific situation; nothing in these Terms or on the Platform constitutes tax advice.

10.5.2 Taxes on Client Subscriptions

Subscription Fees and Human Expert Session Fees are quoted exclusive of applicable taxes. Telos Technologies LLC may collect and remit sales tax, value-added tax (VAT), goods and services tax (GST), or other applicable taxes on Subscription Fees or Session Fees where Telos Technologies LLC has a collection obligation under applicable law. Clients are responsible for any taxes, duties, or other governmental charges that apply to their purchases and that are not collected by Telos Technologies LLC.

10.6 Refunds

Client Refunds — General Subscription Refunds.

Refund requests for Subscription Fees must be submitted within seven (7) days of the transaction;
Subscription refund requests are evaluated on a case-by-case basis;
Platform commissions on subscription revenue may not be refundable.

Human Expert Sessions — 48-Hour Response Guarantee.

If the Creator does not respond to a Human Expert Session within forty-eight (48) hours of successful payment, the full session fee is automatically refunded to the Client via the original payment method. No action is required by the Client to claim this refund. Platform commissions are not retained on auto-refunded sessions.

This guarantee is the Client's sole and exclusive remedy for Creator non-response or delayed response on Human Expert Sessions. Neither Telos Technologies LLC nor its Creators shall have any liability for consequential, incidental, or other damages arising from a Creator's response time, availability, or non-response beyond issuance of the automatic refund described above.

Creator Impact.

Refunds may be deducted from Creator payouts;
Excessive refund or chargeback rates may result in Account review.

10.7 Chargebacks

If a Client initiates a chargeback with their payment card issuer or bank instead of using the refund process in Section 10.6, the Platform reserves the right to:

Contest the chargeback if the transaction was legitimate and delivered as described;
Deduct the chargeback amount, associated processor fees, and a reasonable administrative fee from any Creator payout related to the disputed transaction;
Suspend the Client's Account pending resolution of the chargeback;
Terminate the Client's Account for excessive or bad-faith chargebacks.

Clients are required to use the Refund process in Section 10.6 before initiating a chargeback. Bad-faith chargebacks — chargebacks for services rendered and accepted without a good-faith basis for dispute — may result in permanent Account termination.

10.8 Disputes

Payment disputes other than chargebacks should be reported to support@proagentme.com within 30 days of the transaction.

11. Human Expert Sessions

11.1 Session Feature

The Human Expert Session feature allows Clients to request direct assistance from the Creator behind an Agent. Sessions are delivered through Platform messaging and are billed as a one-time flat fee per session.

11.2 Creator Obligations

Creators who enable Human Expert Sessions agree to:

Be available consistent with stated hours;
Respond to session requests within the 48-hour window described in Section 10.6;
Provide quality assistance consistent with their expertise and the rules of their profession;
Maintain professional conduct;
Decline sessions that fall outside the scope of the Creator's licensure or expertise (and suggest appropriate alternative resources where possible).

11.3 Client Obligations

Clients using Human Expert Sessions agree to:

Use sessions for legitimate needs;
Not abuse the feature (e.g., initiating sessions solely to trigger the 48-hour refund guarantee);
Pay applicable session fees;
Treat Creators with respect and professionalism;
Not input privileged or confidential information into session messages with any expectation that privilege or confidentiality will be preserved (see Section 6.2).

11.4 Session Fees

Session fees are disclosed in the Platform UI before payment and bounded by the minimum and maximum amounts published at proagentme.com/pricing. Platform commissions apply to session fees as described in Section 10.1.

11.5 Communication

Session communications may occur through:

Platform messaging (primary);
Video conferencing (if mutually agreed);
Other methods as agreed between Creator and Client.

11.6 Recording

Session messages exchanged through the Platform are stored as Conversation Data subject to the Privacy Policy. Synchronous video sessions may not be recorded without the consent of both parties.

12. Acceptable Use Policy

12.1 General Standards

You agree to use the Platform in a manner that is:

Legal and compliant with all applicable laws;
Respectful to other Users;
Consistent with the intended purpose of the Platform;
In accordance with these Terms.

12.2 Permitted Uses

The Platform may be used for:

Creating Agents based on your legitimate expertise;
Seeking assistance from Agents for lawful purposes;
Professional development and learning;
Business and commercial purposes (within guidelines).

12.3 System Integrity

You agree not to:

Interfere with Platform operation or security;
Circumvent access controls or authentication;
Introduce malware, viruses, or malicious code;
Scrape, harvest, index, or collect data about Users, Agents, Creator profiles, or Conversation Data except via permitted API or MCP access subject to these Terms;
Create accounts through automated means or by circumventing account-creation protections;
Use Platform content, Agent Content, or Creator Content to train, fine-tune, or evaluate any AI model not operated by the Platform on behalf of the Creator who owns the relevant Agent;
Impersonate any Creator, Agent, or Telos Technologies LLC personnel in communications with other Users;
Use automated systems without permission;
Overload or stress-test the Platform.

13. Prohibited Content and Conduct

13.1 Prohibited Content

The following content is prohibited on the Platform:

Illegal Content:

Content that violates any law or regulation;
Content that infringes intellectual property rights;
Content that facilitates illegal activities.

Harmful Content:

Content promoting violence, terrorism, or self-harm;
Child sexual abuse material (zero tolerance);
Non-consensual intimate imagery;
Content promoting hate or discrimination.

Fraudulent Content:

False or misleading information;
Impersonation of others;
Scams or deceptive schemes;
Fake credentials or qualifications.

Inappropriate Content:

Explicit sexual content (unless specifically permitted in adult-only areas);
Graphic violence;
Content designed to harass or bully.

13.2 Prohibited Conduct

For All Users:

Harassment, bullying, or threatening behavior;
Discrimination based on protected characteristics;
Spamming or unsolicited marketing;
Attempting to circumvent Platform rules;
Creating false or misleading Accounts.

For Creators:

Misrepresenting qualifications or expertise;
Creating Agents that provide advice requiring professional licensure the Creator does not hold in the relevant jurisdiction;
Plagiarizing others' content or methodologies;
Manipulating reviews or ratings;
Engaging in the unauthorized practice of law, medicine, accounting, or any other regulated profession.

For Clients:

Attempting to extract Training Materials from Agents;
Using Agents to generate harmful or illegal content;
Abusing refund policies;
Harassing Creators.

13.3 Professional Services Restrictions

Creators must not create Agents that provide advice requiring professional licensure (legal, medical, financial, etc.) unless:

The Creator holds appropriate licensure in every relevant jurisdiction;
The Agent includes clear disclaimers consistent with the Creator's profession's rules;
The Agent operates within the Creator's scope of practice;
Applicable professional rules permit such services via a platform of the Platform's nature.

Certain verticals may not be available on the Platform regardless of Creator licensure, at the Platform's discretion.

13.4 Reporting Violations

Users may report violations to support@proagentme.com.

13.5 Enforcement

We reserve the right to:

Remove violating content;
Suspend or terminate Accounts;
Report illegal activity to authorities;
Take legal action for serious violations.

14. User-Generated Content

14.1 Responsibility

Users are solely responsible for content they create, upload, or share on the Platform.

14.2 Content Standards

All user-generated content must comply with:

These Terms of Service;
Our Acceptable Use Policy;
Applicable laws and regulations.

14.3 Content Moderation

We reserve the right to:

Review user content;
Remove content that violates our policies;
Suspend or terminate Users who repeatedly violate policies.

14.4 No Obligation to Monitor

While we may monitor content, we have no obligation to do so and are not responsible for user-generated content.

14.5 DMCA Compliance

We honor the notice-and-takedown and counter-notice procedures of the Digital Millennium Copyright Act (DMCA), 17 U.S.C. §512.

To report claimed copyright infringement by content on the Platform, contact us at support@proagentme.com (or by postal mail to Telos Technologies LLC, Berryville, Virginia, USA, attention "DMCA Agent"). Your notice must include:

Identification of the copyrighted work;
Identification of the infringing material;
Your contact information;
A statement of good-faith belief;
A statement of accuracy under penalty of perjury;
Your physical or electronic signature.

14.6 DMCA Counter-Notice

If content you posted was removed pursuant to a DMCA notice and you believe in good faith that the removal was in error, you may submit a counter-notice meeting the requirements of 17 U.S.C. §512(g)(3) to our DMCA agent. We will forward valid counter-notices to the complaining party; if the complaining party does not file an action within 10–14 business days, we may restore the content.

15. Third-Party Services and AI Providers

15.1 AI Infrastructure

Agents are powered by one or more third-party AI infrastructure providers. We do not control these providers' underlying models. Specific vendor identities are disclosed in our Data Processing Addendum (DPA) upon request from Enterprise customers.

15.2 Limitations

Third-party AI models may:

Produce unexpected or inaccurate outputs;
Have inherent biases or limitations;
Change behavior due to provider updates;
Experience outages or service interruptions.

15.3 Data Handling

When interacting with Agents:

Queries are processed through third-party AI providers;
We have agreements prohibiting providers from training on Platform data submitted through their APIs;
Training Materials are NOT sent to AI providers; only relevant query and conversation context is sent.

15.4 Other Third-Party Services

The Platform integrates with third-party services for:

Payment processing;
Authentication;
Cloud hosting;
Analytics;
Email delivery;
Marketing and waitlist management.

Your use of these services is subject to their respective terms.

15.5 Third-Party Links

The Platform may contain links to third-party websites. We are not responsible for third-party content or practices.

16. Disclaimers

16.1 "As Is" Provision

THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

16.2 No Warranty

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TELOS TECHNOLOGIES LLC DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

IMPLIED WARRANTIES OF MERCHANTABILITY;
FITNESS FOR A PARTICULAR PURPOSE;
NON-INFRINGEMENT;
ACCURACY OR COMPLETENESS OF CONTENT;
UNINTERRUPTED OR ERROR-FREE SERVICE;
SECURITY OF THE PLATFORM.

16.3 Agent Outputs

WE DO NOT WARRANT THAT:

Agent outputs will be accurate, complete, current, or reliable;
Agents will meet your requirements;
Agent Content constitutes professional advice;
Creators' credentials are verified by the Platform (unless specifically labeled as verified).

Agent outputs are generated in part or whole by artificial intelligence systems and may contain errors, omissions, fabrications, or inaccuracies. Agent outputs are not a substitute for professional legal, medical, financial, tax, accounting, psychological, therapeutic, dietetic, safety-critical, or other licensed advice. Neither Telos Technologies LLC nor Creators make any representation or warranty regarding accuracy, completeness, currency, fitness for a particular purpose, or outcomes resulting from reliance on Agent outputs. Clients should verify any factual claim, number, citation, or recommendation before acting on it, and consult an appropriately licensed professional for decisions with legal, financial, medical, safety, or other significant consequences.

16.4 No Fiduciary or Privileged Relationship

Your use of the Platform does not, by itself, create any attorney-client, doctor-patient, therapist-client, accountant-client, fiduciary, privileged, or other special legal relationship between you and:

(a) Telos Technologies LLC or any of its personnel;

(b) any Agent;

(c) any Creator or Human Expert, unless and until you and the Creator have separately entered into a direct engagement relationship outside the Platform under terms consistent with the Creator's professional licensing rules.

Communications through the Platform are not subject to attorney-client privilege, physician-patient privilege, therapist-patient privilege, accountant-client privilege, work-product protection, or any other evidentiary privilege. You should not input privileged, confidential, or otherwise sensitive information into Agent conversations with any expectation that such privilege or confidentiality will be preserved by the Platform.

16.5 Physical Activities and Bodily Safety

Certain Agents may provide information related to physical activities, nutrition, wellness, food preparation, or other domains where acting on Agent output could result in physical injury, allergic reaction, or other harm. If you interact with such an Agent, you acknowledge and agree that:

(a) You assume the risks inherent in any physical activity or decision affecting your body that you undertake based on Agent output;

(b) You will consult appropriate licensed or qualified professionals before relying on Agent output for any decision with potential physical-safety consequences, including decisions about exercise intensity, dietary intake, supplement use, allergen exposure, food handling, or participation in any physical activity;

(c) You will not rely on an Agent as a substitute for a licensed medical professional, registered dietitian, certified fitness professional, or other qualified practitioner whose credentials cover your specific situation;

(d) To the maximum extent permitted by applicable law, you waive and release Telos Technologies LLC from claims arising from physical injury, allergic reaction, or other bodily harm resulting from your reliance on Agent output. This waiver does not apply to harm caused by Telos Technologies LLC's gross negligence, recklessness, or intentional misconduct, or to any harm for which a waiver is prohibited by applicable law.

16.6 State Variations

Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent any provision of Sections 16 or 17 is held unenforceable in the jurisdiction where a claim is brought, such provision shall be limited to the maximum extent permitted by applicable law in that jurisdiction, and the remaining provisions of these Terms shall remain in full force and effect.

16.7 Automated Safeguards

The Platform implements automated measures designed to reduce the incidence of certain categories of potentially harmful Agent output, including intent classification and content filtering. These measures are not guaranteed to catch every instance of potentially harmful output and are subject to change without notice. You acknowledge that no automated safeguard is a substitute for your own judgment in evaluating Agent output, and that you bear primary responsibility for deciding whether and how to act on such output. Our implementation of automated safeguards does not constitute a warranty of accuracy or safety under these Terms.

16.8 Human Experts — Independent Contractors

Human Experts engaged through Human Expert Sessions are independent contractors of the Creators who offer their services, not employees, agents, partners, or representatives of Telos Technologies LLC. Telos Technologies LLC does not supervise, direct, verify, or control the substance of Human Expert communications, and is not responsible for the accuracy, completeness, timeliness, or outcome of any advice, information, or guidance provided by Human Experts. The Client's relationship with a Human Expert during a session is directly with the Creator; the Platform merely facilitates the transaction and delivery of messages.

16.9 Third-Party Services

WE MAKE NO WARRANTIES REGARDING THIRD-PARTY SERVICES, INCLUDING AI PROVIDERS.

16.10 User Responsibility

YOU USE THE PLATFORM AND RELY ON AGENT OUTPUTS AT YOUR OWN RISK.

17. Limitation of Liability

17.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TELOS TECHNOLOGIES LLC SHALL NOT BE LIABLE FOR ANY:

INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES;
LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES;
LOSS OF GOODWILL OR REPUTATION;
BUSINESS INTERRUPTION;
COST OF SUBSTITUTE SERVICES;
DAMAGES RESULTING FROM AGENT OUTPUTS;
DAMAGES RESULTING FROM UNAUTHORIZED ACCESS;
DAMAGES RESULTING FROM THIRD-PARTY ACTIONS.

17.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF:

THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM; OR
FIVE HUNDRED DOLLARS ($500).

17.3 Exceptions to the Cap and Waiver

The limitations in Sections 16 and 17 do not apply to, and shall not limit, any party's liability for:

(a) Death or personal injury caused by that party's negligence, gross negligence, recklessness, or intentional misconduct, to the extent that limiting such liability is prohibited by applicable law;

(b) Fraud, willful misconduct, or intentional misrepresentation;

(d) Violations of law;

(e) Breach of Telos Technologies LLC's commitments to Creator Content under Section 9 (Creator Content and Data Protection);

(f) Either party's indemnification obligations under Section 18;

(g) Either party's obligations regarding intellectual property infringement;

(h) Any other liability that cannot, as a matter of law, be limited or waived in the jurisdiction in which a claim is brought.

The existence of these exceptions does not limit either party's right to assert them alongside all other applicable defenses, including the defenses of comparative negligence, assumption of risk, and contribution.

17.4 Basis of Bargain

THE DISCLAIMERS AND LIMITATIONS IN SECTIONS 16 AND 17 ARE A FUNDAMENTAL PART OF THESE TERMS AND REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES.

18. Indemnification

18.1 Your Indemnification Obligations

You agree to defend, indemnify, and hold harmless Telos Technologies LLC, its affiliates, officers, directors, employees, agents, and affiliates from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

Your use of the Platform;
Your violation of these Terms;
Your violation of any third-party rights;
Content you create, upload, or share;
Your interactions with other Users.

18.2 Creator-Specific Indemnification

In addition to the general indemnity in Section 18.1, each Creator agrees to defend, indemnify, and hold harmless Telos Technologies LLC, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, settlements, and expenses (including reasonable attorneys' fees) arising from or related to:

(a) Any Training Material provided by Creator (including allegations that it infringes, misappropriates, or violates third-party intellectual property, privacy, or other rights);

(b) Any Agent Content generated by Creator's Agent;

(c) Any misrepresentation by Creator of the Creator's qualifications, credentials, experience, licensure, or scope of practice;

(d) The Creator's failure to hold any license, certification, registration, or authorization required by the Creator's profession in the Creator's jurisdiction or the jurisdiction of the Client;

(e) Any claim by a state or national regulatory body (including bar associations, medical boards, dental boards, psychology boards, real estate commissions, and financial regulators) relating to Creator's offering of services through the Platform;

(f) Any claim that Creator's Agent engaged in unauthorized practice of law, medicine, accounting, or any other regulated profession;

(g) Creator's breach of Creator's professional, ethical, or regulatory obligations;

(h) Creator's tax obligations on Platform earnings;

(i) Harm resulting from direct communication between Creator and Client during a Human Expert Session;

(j) Creator's violation of any representation, warranty, covenant, or obligation under these Terms.

18.3 Client-Specific Indemnification

In addition to the general indemnity in Section 18.1, each Client agrees to defend, indemnify, and hold harmless Telos Technologies LLC, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, settlements, and expenses (including reasonable attorneys' fees) arising from or related to:

(a) Client's reliance on Agent Content in a manner inconsistent with these Terms, the Privacy Policy, or any Agent-level disclaimer;

(b) Client's decision to take or forgo any action based on Agent Content without consulting an appropriately qualified professional;

(c) Physical harm, property damage, financial loss, or other damage to Client or any third party resulting from Client's implementation of information or recommendations obtained from an Agent;

(d) Client's input of confidential, privileged, or otherwise sensitive information into Agent conversations contrary to the disclosures in these Terms;

(e) Client's use of Agent Content to make decisions with legal, medical, financial, tax, safety, or other significant consequences without obtaining appropriate professional advice.

18.4 Procedure

We will:

Notify you promptly of any claim;
Allow you to control the defense (with our approval of counsel, not to be unreasonably withheld);
Cooperate in the defense at your expense.

We may participate in the defense with our own counsel at our expense.

19. Dispute Resolution and Arbitration

19.1 Informal Resolution

Before filing any formal dispute, you agree to contact us at support@proagentme.com and attempt to resolve the dispute informally for at least 30 days.

19.2 Binding Arbitration

PLEASE READ CAREFULLY: THIS SECTION AFFECTS YOUR LEGAL RIGHTS.

If informal resolution fails, any dispute arising from these Terms or the Platform shall be resolved by binding arbitration, except:

Claims that may be brought in small claims court;
Claims for injunctive or equitable relief regarding intellectual property.

19.3 Arbitration Rules

Arbitration will be conducted by:

The American Arbitration Association (AAA);
Under the AAA's Consumer Arbitration Rules;
By a single arbitrator.

19.4 Location

Arbitration will take place in:

Virginia, USA, or
At your election, via telephone or video conference.

19.5 Costs

Filing fees will be shared as provided by AAA rules;
Each party bears its own attorneys' fees unless the arbitrator awards fees.

19.6 Class Action Waiver

YOU AGREE TO RESOLVE DISPUTES ONLY ON AN INDIVIDUAL BASIS AND WAIVE ANY RIGHT TO BRING CLAIMS AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING.

19.7 Opt-Out

You may opt out of arbitration by sending written notice to support@proagentme.com or by postal mail to Telos Technologies LLC, Berryville, Virginia, USA, within sixty (60) days of first accepting these Terms.

19.8 Survival

This arbitration agreement survives termination of your Account or these Terms.

20. Termination

20.1 Termination by You

You may terminate your Account at any time by:

Using the Account deletion feature in Settings;
Contacting support@proagentme.com.

20.2 Termination by Us

We may suspend or terminate your Account if:

You violate these Terms;
You engage in fraudulent or illegal activity;
You pose a risk to other Users or the Platform;
Required by law;
We discontinue the Platform.

20.3 Effect of Termination

Upon termination:

Your right to use the Platform ceases immediately;
Your Training Materials will be deleted per our retention policy (Section 9.4);
Pending payouts will be processed (minus any amounts owed);
Any pending Human Expert Session that has not been responded to by the Creator before termination will be automatically refunded under Section 10.6's 48-hour guarantee;
Provisions that should survive will remain in effect.

20.4 Survival

The following sections survive termination:

Section 8 (Intellectual Property);
Section 9 (Creator Content and Data Protection);
Section 16 (Disclaimers);
Section 17 (Limitation of Liability);
Section 18 (Indemnification);
Section 19 (Dispute Resolution);
Section 22 (General Provisions).

21. Modifications to Terms

21.1 Right to Modify

We reserve the right to modify these Terms at any time.

21.2 Notice

We will provide notice of material changes by:

Posting updated Terms on the Platform;
Sending email to registered Users;
Displaying a notice upon login.

21.3 Effective Date

Changes become effective:

30 days after posting for material changes;
Immediately for non-material changes or changes required by law.

21.4 Continued Use

Your continued use of the Platform after changes become effective constitutes acceptance of the revised Terms.

21.5 Objection

If you do not agree to modified Terms, you must stop using the Platform and terminate your Account.

22. General Provisions

22.1 Governing Law

These Terms are governed by the laws of the Commonwealth of Virginia, USA, without regard to conflict of law principles.

22.2 Jurisdiction

For matters not subject to arbitration, you consent to the exclusive jurisdiction of state and federal courts located in Virginia.

22.3 Entire Agreement

These Terms, together with our Privacy Policy and any additional published terms (including any Vertical-Specific Terms referenced in Schedule A), constitute the entire agreement between you and Telos Technologies LLC.

22.4 Severability

If any provision is found unenforceable, the remaining provisions continue in full force and effect.

22.5 Waiver

Our failure to enforce any right or provision does not constitute a waiver of that right or provision.

22.6 Assignment

You may not assign these Terms without our written consent. We may assign our rights and obligations without restriction.

22.7 Force Majeure

We are not liable for failures or delays caused by events beyond our reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, internet or telecommunications failures, or third-party AI infrastructure provider outages, model changes, or discontinuation.

22.8 Notices

Notices to us must be sent to:

Email: support@proagentme.com
Mail: Telos Technologies LLC, Berryville, Virginia, USA

Notices to you will be sent to your registered email address.

22.9 Relationship

Nothing in these Terms creates an employment, agency, partnership, or joint-venture relationship between you and Telos Technologies LLC.

22.10 Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights, except as expressly provided.

22.11 Headings

Section headings are for convenience only and do not affect interpretation.

22.12 Language

These Terms are written in English. Translations are for convenience only; the English version controls.

23. Contact Information

For questions about these Terms, please contact:

Telos Technologies LLC
(d/b/a ProAgentMe)

Email: support@proagentme.com — please include a subject line indicating the nature of your request (e.g. "Legal", "Privacy", "Abuse", "DMCA", "Security") so we can route it.

Mailing Address:
Telos Technologies LLC
Berryville, Virginia, USA

Schedule A — Vertical-Specific Terms

From time to time, Telos Technologies LLC may publish vertical-specific terms applicable to certain categories of Agent or categories of expertise (such as fitness, nutrition, or other regulated or safety-sensitive domains). Such vertical-specific terms are incorporated into these Terms by reference once published, and apply to Users interacting with Agents in the covered vertical. Current vertical-specific terms (if any) are listed at proagentme.com/legal/verticals.

Acknowledgment

BY USING PROAGENTME, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM.

IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS.