Terms of Service

Effective Date: [Insert Date] Last Updated: March 4, 2026

Cortex Terms of Service

Last Updated: [Date]

These Terms of Service ("Terms") constitute a binding agreement between you ("Customer," "you," or "your") and [Entity Name], a [State] [entity type] ("Cortex," "we," "us," or "our"), governing your access to and use of the Cortex platform, including our website at launchcortex.ai, web application, APIs, agent hosting infrastructure, Active Memory system, and all related services (collectively, the "Platform").

By creating an account, accessing, or using the Platform, you agree to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "Customer" refers to that entity.

If you do not agree to these Terms, do not use the Platform.

1. Definitions

"Active Memory" means Cortex's proprietary system for automatically extracting, scoring, graduating, and organizing structured facts from Agent conversations across Agent, Team, and Company scopes.

"Agent" means an AI agent deployed on the Platform on Customer's behalf, running on a dedicated server provisioned by Cortex using the OpenClaw agent runtime.

"Agent Data" means all data generated by or through an Agent's operation, including conversation logs, extracted memory facts, knowledge hub content, and configuration settings.

"API Keys" means the third-party large language model API keys provided by Customer under the Bring Your Own Key model.

"BYOK" or "Bring Your Own Key" means the model under which Customer provides their own third-party LLM API keys for use with their Agents.

"Customer Data" means all data, content, and information that Customer or its authorized users input into, upload to, or generate through the Platform, including Agent Data, knowledge hub content, and onboarding responses.

"Knowledge Hub" means the structured set of foundational context documents generated from Customer's onboarding responses and used as the Agent's initial knowledge base.

"LLM Provider" means any third-party large language model provider (such as Anthropic, OpenAI, or others) whose services are accessed through Customer's API Keys.

"Memory Fact" means a discrete unit of structured knowledge extracted by the Active Memory system from Agent conversations.

"Plan" means the subscription tier selected by Customer (Individual, Team, or Enterprise), as described on the Platform's pricing page.

"Scope" means the organizational level at which a Memory Fact is accessible: Agent scope (single agent), Team scope (agents within a designated team), or Company scope (all agents within Customer's organization).

"Skills" means any third-party tools, plugins, integrations, custom scripts, or extensions installed by Customer or configured to operate with an Agent.

2. Description of Service

2.1 Platform as Infrastructure

Cortex is a managed infrastructure platform for deploying, hosting, and operating AI agents. The Platform provisions dedicated cloud servers, configures networking and security, deploys the agent runtime, and provides the Active Memory system.

Cortex is an infrastructure provider. We provision and host Agents, provide the memory and knowledge management layer, and manage the underlying server infrastructure. We do not control, direct, or supervise the specific actions, outputs, or decisions of any Agent. The behavior of each Agent is determined by Customer's configurations, system prompts, knowledge hub content, installed Skills, connected channels, and the responses generated by Customer's chosen LLM Provider.

2.2 What Cortex Provides

(a) Dedicated server provisioning and management for each Agent (or shared server provisioning on Team plans); (b) DNS routing, SSL certificate management, and reverse proxy configuration; (c) Deployment and updates of the OpenClaw agent runtime; (d) The Active Memory system, including fact extraction, scoring, tier graduation, and scope promotion; (e) Secure storage of API Keys in an encrypted vault; (f) Channel integration support (currently Slack and Telegram); (g) The web-based dashboard for managing Agents, teams, and configurations; and (h) The onboarding Knowledge Hub Builder.

2.3 What Cortex Does Not Provide

Cortex does not provide, and the Platform does not constitute: (a) The underlying large language model or AI model; (b) Any professional advice, including legal, financial, medical, or compliance advice; (c) Any guarantee of the accuracy, reliability, completeness, or appropriateness of Agent outputs; (d) Review, approval, or quality assurance of any Skills installed by Customer; or (e) Supervision or monitoring of Agent actions within Customer's connected channels.

3. Account Registration

3.1 Eligibility

You must be at least 18 years of age and capable of forming a binding contract to use the Platform. If you are using the Platform on behalf of an organization, that organization must be lawfully formed and in good standing.

3.2 Account Information

You agree to provide accurate, current, and complete information during registration and to keep your account information updated. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

3.3 Team and Organization Accounts

If you create a Team or Enterprise account and invite additional users, you are responsible for those users' compliance with these Terms. You represent that you have the authority to bind your organization and its users to these Terms.

4. Bring Your Own Key (BYOK) and Third-Party Models

4.1 Customer's API Keys

Customer provides their own API Keys for their preferred LLM Provider. Cortex encrypts and stores API Keys in Supabase Vault, a dedicated secrets manager separate from the Agent runtime environment. API Keys are referenced by encrypted identifier and are never stored in plaintext in the application database, displayed in the Cortex dashboard, or accessible to Cortex personnel in the ordinary course of operations.

4.2 Third-Party LLM Disclaimer

Customer acknowledges and agrees that: (a) Cortex does not develop, own, operate, or control any LLM accessed through Customer's API Keys; (b) All Agent outputs are generated by the LLM Provider selected by Customer, not by Cortex; (c) Cortex makes no representations or warranties regarding the accuracy, reliability, safety, legality, or fitness for any purpose of any LLM output; (d) Customer is solely responsible for their choice of LLM Provider, for compliance with that LLM Provider's terms of service and acceptable use policies, and for all costs incurred through their API Keys; and (e) Any data transmitted to an LLM Provider through Customer's API Keys is governed by Customer's agreement with that LLM Provider, not by these Terms.

4.3 Optional Included Model Credits

Where Cortex offers included AI model credits on certain Plans, the outputs generated by those models remain subject to the disclaimers in Section 4.2. Cortex does not develop the underlying models and does not warrant their outputs.

5. Customer Responsibilities

5.1 General

Customer is solely responsible for: (a) All configuration of their Agents, including system prompts, personas, rules, and behavioral parameters; (b) All content provided during onboarding and incorporated into the Knowledge Hub; (c) The selection, installation, configuration, and use of any Skills; (d) Ensuring that Agent configurations and Skills comply with all applicable laws, regulations, and third-party terms of service; (e) Validating, reviewing, and independently verifying all Agent outputs before taking any action in reliance on them; (f) All actions taken by their Agents in connected channels, including messages sent, commitments made, and information disclosed; (g) Determining the suitability of the Platform for Customer's specific use case, including any regulatory or compliance requirements applicable to Customer's industry; and (h) Managing user access, permissions, and channel connections within their organization.

5.2 No Agent Authority

Customer acknowledges that Agents deployed on the Platform have no legal authority to bind any person or entity, enter into contracts, make commitments, or create legal obligations. Any action taken by an Agent that purports to create a binding commitment or obligation is the sole responsibility of Customer. Customer is responsible for informing any third parties who interact with their Agents that they are interacting with an AI system.

5.3 Human Oversight

Customer agrees to maintain appropriate human oversight of their Agents, particularly where Agents interact with third parties, process sensitive information, or operate in regulated industries. Cortex recommends that Customer review Agent activity regularly and implement appropriate internal controls and escalation procedures.

6. Acceptable Use Policy

6.1 Prohibited Uses

Customer shall not use the Platform, or permit any Agent to be used, to: (a) Violate any applicable law, regulation, or legal obligation; (b) Infringe, misappropriate, or violate any third party's intellectual property rights, privacy rights, or other legal rights; (c) Generate, distribute, or facilitate the creation of content that is unlawful, defamatory, harassing, threatening, obscene, or harmful; (d) Impersonate any person or entity, or misrepresent the Agent's nature as a human when interacting with third parties, where such misrepresentation is prohibited by law; (e) Process protected health information (PHI) subject to HIPAA, financial data subject to GLBA, or other regulated data categories without implementing all legally required safeguards independent of the Platform; (f) Circumvent, disable, or interfere with the security or access controls of the Platform or any third-party service; (g) Attempt to access other customers' servers, data, Agents, or memory stores; (h) Use the Platform to develop competing products or services, or to reverse-engineer, decompile, or disassemble any aspect of the Platform; (i) Transmit viruses, malware, or other harmful code through the Platform; (j) Use the Platform to send unsolicited commercial messages (spam) through connected channels; or (k) Use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other customer's use of the Platform.

6.2 Skills and Extensions

Customer is solely responsible for vetting, installing, and monitoring any Skills. Cortex does not review, certify, endorse, or warrant any Skill, whether or not it is listed in any Cortex directory or marketplace. Customer assumes all risk associated with the use of Skills, including risks related to data access, security, and third-party liability.

6.3 Enforcement

Cortex reserves the right, but has no obligation, to monitor use of the Platform for compliance with this Acceptable Use Policy. If Cortex becomes aware of a violation, Cortex may, in its sole discretion: (a) issue a warning; (b) suspend the offending Agent or Customer's account; or (c) terminate Customer's account, in each case without liability to Customer. Where practicable, Cortex will provide notice before taking action, but Cortex may act immediately without notice where necessary to protect the Platform, other customers, or third parties.

7. Active Memory System

7.1 How Active Memory Works

Customer acknowledges and agrees that the Active Memory system operates as follows: (a) Automatic Fact Extraction. After each Agent conversation, the Platform analyzes the conversation using AI and extracts structured Memory Facts, including decisions, preferences, identity information, commitments, and other contextual knowledge. This extraction is automatic and does not require manual action by Customer. (b) Scoring and Graduation. Each Memory Fact is assigned a composite score based on usefulness, access frequency, and confidence. Memory Facts progress through four tiers: Volatile (1-hour lifespan), Daily (24-hour lifespan), Stable (7-day lifespan), and Permanent (indefinite, until deletion). Facts that do not meet promotion thresholds expire automatically. (c) Scope Promotion. Memory Facts may be promoted from Agent scope to Team scope, or from Team scope to Company scope, through two mechanisms: (i) convergence detection, where multiple Agents independently learn substantially similar facts; and (ii) signal-based promotion, where high-value facts in shareable categories are validated and promoted. All promotions are logged. (d) Context Injection. Before each Agent response, the Active Memory system searches for relevant Memory Facts and injects them into the Agent's context for that interaction. 7.2 Customer Control Over Memory Customer may, through the Platform dashboard or by contacting Cortex support: (a) View Memory Facts stored for their Agents, Teams, and Organization; (b) Delete specific Memory Facts or request bulk deletion; (c) Export Memory Facts in a structured format; and (d) Request deletion of all Memory Facts upon account termination. 7.3 Memory Accuracy Memory Facts are extracted by AI and may contain inaccuracies, misinterpretations, or incomplete information. Cortex does not manually review or verify Memory Facts. Customer is responsible for reviewing their Agent's accumulated knowledge and correcting or deleting inaccurate facts.

8. Data Ownership and Intellectual Property

8.1 Customer Data

Customer retains all right, title, and interest in and to Customer Data. Cortex acquires no ownership interest in Customer Data by virtue of these Terms or Customer's use of the Platform.

8.2 License to Cortex

Customer grants Cortex a limited, non-exclusive, non-transferable, royalty-free license to use, process, store, reproduce, and display Customer Data solely as necessary to provide and maintain the Platform, including operating the Active Memory system, provisioning infrastructure, and providing technical support. This license terminates upon termination of Customer's account and deletion of Customer Data.

8.3 No Training on Customer Data

Cortex does not use Customer Data, including conversation content, Memory Facts, Knowledge Hub content, or any other Customer Data, to train machine learning models, improve services for other customers, or for any purpose other than providing the Platform to Customer. Customer Data is logically isolated from other customers' data.

8.4 Cortex IP

Cortex and its licensors retain all right, title, and interest in and to the Platform, including all software, algorithms, interfaces, infrastructure, the Active Memory system, documentation, and related intellectual property. Nothing in these Terms grants Customer any right to Cortex's intellectual property except the limited right to use the Platform as described herein.

8.5 Feedback

If Customer provides suggestions, ideas, or feedback regarding the Platform ("Feedback"), Cortex may use such Feedback without restriction or obligation to Customer.

9. Fees and Payment

9.1 Subscription Fees

Customer agrees to pay the subscription fees associated with their selected Plan as described on the Platform's pricing page at the time of purchase. Fees are billed monthly in advance via Stripe. All fees are quoted in U.S. dollars unless otherwise specified.

9.2 LLM Costs

Customer is solely responsible for all costs incurred through their API Keys with their LLM Provider. These costs are between Customer and their LLM Provider and are not included in Cortex subscription fees.

9.3 Changes to Pricing

Cortex may change pricing upon 30 days' written notice. Price changes take effect at the start of Customer's next billing cycle following the notice period. If Customer does not agree to a price change, Customer may cancel their subscription before the new pricing takes effect.

9.4 Taxes

All fees are exclusive of applicable taxes. Customer is responsible for all sales, use, value-added, and similar taxes arising from Customer's use of the Platform, excluding taxes on Cortex's net income.

9.5 Refunds

Subscription fees are non-refundable except where required by applicable law.

10. Warranty Disclaimers

10.1 As-Is Basis

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CORTEX DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

10.2 No Guarantee of Outputs

CORTEX DOES NOT WARRANT THAT AGENT OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. CORTEX DOES NOT WARRANT THAT THE ACTIVE MEMORY SYSTEM WILL CORRECTLY EXTRACT, SCORE, GRADUATE, OR RETAIN ALL RELEVANT INFORMATION, OR THAT MEMORY FACTS WILL BE FREE OF ERRORS OR INACCURACIES.

10.3 No Guarantee of Availability

CORTEX DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. CUSTOMER ACKNOWLEDGES THAT AGENTS RUN ON CLOUD INFRASTRUCTURE SUBJECT TO THE AVAILABILITY AND PERFORMANCE OF THIRD-PARTY PROVIDERS.

10.4 Regulatory Disclaimer

CORTEX DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM SATISFIES ANY REGULATORY, COMPLIANCE, OR LEGAL REQUIREMENT APPLICABLE TO CUSTOMER'S BUSINESS OR INDUSTRY. CUSTOMER MUST INDEPENDENTLY DETERMINE THE SUITABILITY OF THE PLATFORM FOR ITS REGULATORY OBLIGATIONS.

11. Limitation of Liability

11.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CORTEX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF CORTEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Aggregate Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CORTEX'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF THE PLATFORM SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO CORTEX IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11.3 Exceptions

The limitations in Sections 11.1 and 11.2 shall not apply to: (a) liability arising from Cortex's gross negligence or willful misconduct; (b) Cortex's breach of Section 8.3 (No Training on Customer Data); or (c) liability that cannot be limited or excluded under applicable law.

11.4 Basis of the Bargain

Customer acknowledges that Cortex has set its prices and entered into these Terms in reliance upon the limitations of liability and disclaimers of warranties set forth herein, and that the same form an essential basis of the bargain between the parties.

12. Indemnification

12.1 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Cortex and its officers, directors, employees, agents, and affiliates ("Cortex Indemnitees") from and against any and all third-party claims, demands, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's use of the Platform, including all actions taken by Customer's Agents; (b) Customer Data, including any claim that Customer Data infringes or misappropriates a third party's rights; (c) Any Skills installed or configured by Customer; (d) Customer's breach of these Terms, including the Acceptable Use Policy; (e) Customer's violation of applicable law; or (f) Any dispute between Customer and Customer's end users, employees, or third parties who interact with Customer's Agents.

12.2 Indemnification Procedures

Cortex will: (a) promptly notify Customer of any claim subject to indemnification (provided that failure to provide prompt notice shall not relieve Customer of its indemnification obligations except to the extent Customer is materially prejudiced by such failure); (b) grant Customer sole control of the defense and settlement of such claim, provided that Customer shall not settle any claim in a manner that imposes obligations on Cortex or admits fault on behalf of Cortex without Cortex's prior written consent; and (c) provide reasonable cooperation to Customer at Customer's expense.

13. Suspension and Termination

13.1 Customer Termination

Customer may cancel their subscription at any time through the Platform dashboard or by contacting Cortex support. Cancellation takes effect at the end of the current billing period. Customer will not receive a refund for any unused portion of the current billing period.

13.2 Cortex Termination

Cortex may terminate Customer's account: (a) for Customer's material breach of these Terms, if such breach remains uncured 15 days after written notice; (b) immediately, for violation of the Acceptable Use Policy where continued access poses a risk to the Platform, other customers, or third parties; or (c) immediately, if Customer fails to pay fees when due and such failure continues for 15 days after written notice.

13.3 Effect of Termination

Upon termination: (a) Customer's access to the Platform and all Agents will be deactivated; (b) Cortex will make Customer Data available for export for 30 days following termination, after which Cortex will delete Customer Data from active systems within a commercially reasonable timeframe; (c) Agent servers will be deprovisioned; and (d) API Keys stored in Vault will be permanently deleted.

13.4 Survival

Sections 8 (Data Ownership and Intellectual Property), 10 (Warranty Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 14 (Governing Law and Dispute Resolution), and this Section 13.4 shall survive any termination or expiration of these Terms.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.

14.2 Dispute Resolution

Any dispute arising out of or relating to these Terms or the Platform shall first be subject to good-faith negotiation between the parties for a period of 30 days following written notice of the dispute. If the dispute is not resolved through negotiation, either party may pursue resolution in the state or federal courts located in [County, State], and each party consents to the exclusive jurisdiction of those courts.

14.3 Class Action Waiver

To the maximum extent permitted by applicable law, Customer agrees that any dispute resolution proceedings will be conducted on an individual basis and not as part of any class, consolidated, or representative action.

15. Modifications to the Platform and Terms

15.1 Platform Changes

Cortex may modify, update, or discontinue features of the Platform at any time. This includes propagating updates to the OpenClaw agent runtime across all deployments. Cortex will use commercially reasonable efforts to provide advance notice of material changes that may adversely affect Customer's use of the Platform.

15.2 Terms Changes

Cortex may update these Terms from time to time. Material changes will be communicated via email to the address associated with Customer's account or through a notice on the Platform at least 30 days before taking effect. Continued use of the Platform after the effective date of updated Terms constitutes acceptance. If Customer does not agree to updated Terms, Customer may terminate their account before the changes take effect.

16. General Provisions

16.1 Entire Agreement. These Terms, together with the Privacy Policy and any applicable order form or enterprise agreement, constitute the entire agreement between Customer and Cortex regarding the Platform and supersede all prior agreements and understandings.

16.2 Severability. If any provision of these Terms is held unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

16.3 Waiver. No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.

16.4 Assignment. Customer may not assign these Terms without Cortex's prior written consent. Cortex may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets upon notice to Customer.

16.5 Force Majeure. Neither party shall be liable for any failure or delay in performing obligations under these Terms (other than payment obligations) caused by circumstances beyond its reasonable control, including natural disasters, acts of government, internet or infrastructure failures, or third-party service provider outages.

16.6 Notices. Notices to Customer will be sent to the email address associated with Customer's account. Notices to Cortex must be sent to legal@launchcortex.ai.

16.7 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.

16.8 Export Compliance. Customer agrees to comply with all applicable export control and sanctions laws and regulations in connection with their use of the Platform.