Terms of Service

These Terms of Service (“Terms”) govern access to and use of the OutcomeCI website, documentation, command-line tools, APIs, managed runners, workflow orchestration, storage, Vault, model access, and related support (collectively, the “Services”) provided by Spare Parts Labs, Inc., doing business as OutcomeCI (“OutcomeCI,” “we,” “us,” or “our”).

By creating an account, clicking to accept, signing an order, or using the Services, you agree to these Terms. If you use the Services for an organization, you represent that you have authority to bind it, and “Customer” or “you” means that organization.

1. Eligibility and accounts

You must be at least 18 and legally able to enter into these Terms. The Services are intended for business and professional use. You must provide accurate account information, protect account and workspace access, and promptly notify us at legal@outcomeci.com of suspected unauthorized use. You are responsible for activity under your accounts and for managing workspace members and permissions.

2. The Services

OutcomeCI orchestrates workflows across agents, people, models, and connected tools. Workflows may run locally or on managed cloud infrastructure and may read data, call APIs, write to third-party systems, generate artifacts, or pause for human input according to the configuration and permissions supplied by Customer.

We may improve, replace, or discontinue features. We will provide reasonable notice before a material reduction to paid core functionality when practicable. Preview, beta, and experimental features may change or be withdrawn and may be subject to additional terms. No service-level commitment applies unless stated in a separate written order.

3. Customer responsibilities

Customer is responsible for:

• Its workflows, instructions, triggers, permissions, approval rules, connected accounts, credentials, data, and resulting actions.
• Obtaining all rights, notices, consents, and lawful bases needed for Customer Content and connected-service data.
• Reviewing agent and model outputs and using appropriate human review before consequential, destructive, regulated, or high-impact actions.
• Configuring least-privilege access, protecting local secrets, and promptly rotating or revoking compromised credentials.
• Complying with third-party terms, license conditions, rate limits, and acceptable-use policies.

4. Acceptable use

You may not use the Services to:

• Violate law, sanctions, export controls, privacy rights, intellectual-property rights, or contractual obligations.
• Gain unauthorized access, distribute malware, steal credentials, evade security controls, send unlawful spam, or facilitate fraud, harassment, exploitation, or violence.
• Disrupt the Services, probe them without authorization, bypass usage limits, conceal abusive traffic, or consume resources in a way that unreasonably harms other customers.
• Use the Services for decisions about an individual that produce legal or similarly significant effects without the notices, lawful basis, safeguards, and human review required by applicable law.
• Reverse engineer non-public portions of the hosted Services, except to the extent that applicable law or an open-source license expressly permits it.

We may investigate suspected violations and suspend affected workflows or access when reasonably necessary to protect customers, third parties, or the Services.

5. Fees, metering, and payment

Paid Services are usage-based unless an order states otherwise. Current rates and included items are shown on our Pricing page or in an applicable order. We meter usage using OutcomeCI service records.

• Managed compute is measured while a runner is provisioned and is billed by the second after any minimum disclosed before the usage is incurred.
• Model-management fees are calculated from reported token usage and the applicable provider’s published or catalogue reference rates. If Customer uses its provider credential, the provider bills the underlying model usage and OutcomeCI bills its management fee. If Customer uses an OutcomeCI-managed credential, OutcomeCI bills both the underlying model cost and its management fee.

Paid usage is funded with prepaid OutcomeCI credits purchased through our payment processor. One credit represents one U.S. cent of OutcomeCI service value. Credits are added only after payment is confirmed, and rated usage reduces the account’s credit balance. Sub-cent usage accumulates until it reaches one credit. Credits do not expire while the account remains active.

Credits are not legal tender, do not earn interest, and may not be transferred or redeemed for cash except where required by law. Credit purchases are stated in U.S. dollars unless indicated otherwise and may be subject to applicable taxes. Purchases are non-refundable except where required by law, stated in an order, or necessary to correct a verified billing error.

You must raise a good-faith billing dispute within 30 days after a purchase or usage entry. We may pause managed usage when the available credit balance is insufficient. We may change rates prospectively by updating the Pricing page and providing additional notice where required; changed rates do not apply retroactively.

6. Customer Content and outputs

“Customer Content” means workflows, files, prompts, repository and connector data, credentials, traces, transcripts, artifacts, communications, and other content submitted to or processed by the Services for Customer. As between Customer and OutcomeCI, Customer retains its rights in Customer Content and owns generated outputs to the extent permitted by law and applicable provider terms.

Customer grants OutcomeCI a worldwide, non-exclusive license to host, copy, transmit, display, modify, and otherwise process Customer Content only as needed to provide, secure, support, and comply with law regarding the Services. This license ends when the content is deleted, except for limited backup, legal, security, and billing retention described in our Privacy Policy.

OutcomeCI will not use Customer Content to train or fine-tune generalized artificial-intelligence models unless Customer affirmatively opts in through a separate setting or written agreement. Aggregate or de-identified operational information that cannot reasonably identify Customer or an individual may be used to improve reliability, safety, and cost efficiency.

7. Data protection and confidentiality

Our Privacy Policy explains how we process personal data as a controller. When OutcomeCI processes personal data on Customer’s behalf, each party will comply with applicable data-protection law, and the parties will enter into an appropriate Data Processing Addendum where required.

Each party may receive non-public information that is identified as confidential or should reasonably be understood to be confidential. The receiving party will use it only to perform under these Terms, protect it with reasonable care, and disclose it only to personnel, providers, or advisers who need to know it and are bound by confidentiality duties. This does not cover information that is public through no breach, independently developed, or lawfully received without restriction. Legally compelled disclosure is permitted after notice where lawful.

8. Agents, models, and third-party services

Customer may select agents, model providers, connectors, and other third-party services. Customer instructs OutcomeCI to transmit the information reasonably needed to those services and authorizes the requested interactions. Third-party services are governed by their own terms and privacy notices, and their availability, outputs, and acts are outside our control.

Agent and model outputs can be inaccurate, incomplete, offensive, insecure, or unsuitable. Policy reviews and traced execution reduce risk but do not guarantee correctness or prevent every unintended action. Customer must independently evaluate outputs and remains responsible for decisions and actions taken using them.

9. OutcomeCI technology and open source

OutcomeCI and its licensors retain all rights in the hosted Services, documentation, trademarks, and technology, excluding Customer Content. We grant Customer a limited, non-exclusive, non-transferable right to use the hosted Services during the term, subject to these Terms.

Components distributed under an open-source license are governed by that license, not by restrictions in these Terms. Nothing in these Terms limits rights granted under an applicable open-source license. Feedback may be used without restriction or obligation, provided we do not identify Customer as its source without permission.

10. Security

We maintain reasonable technical and organizational safeguards designed for the Services. Customer understands that no service is completely secure. Customer must use the security features made available, assign appropriate permissions, and notify us promptly of a suspected compromise. We may take emergency action to contain a security threat and will provide legally required incident notices.

11. Suspension and termination

Either party may terminate an account as permitted by the product controls or written order. We may suspend or terminate access for a material breach, unlawful or dangerous use, a security threat, overdue undisputed fees, or where required by law. When practicable, we will provide notice and an opportunity to cure.

Upon termination, Customer must stop using the Services and pay accrued fees. We may delete Customer Content according to the Privacy Policy, workspace settings, and any order. Customer should export needed data before termination. Sections that by their nature should survive—including fees, ownership, confidentiality, disclaimers, liability, indemnification, and general terms—will survive.

12. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, AGENT AND MODEL OUTPUTS, AND THIRD-PARTY INTEGRATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” OUTCOMECI DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SUITABLE FOR A PARTICULAR REGULATED OR HIGH-RISK USE.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING FROM THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY. OUTCOMECI’S TOTAL AGGREGATE LIABILITY ARISING FROM THE SERVICES WILL NOT EXCEED THE GREATER OF $100 OR THE AMOUNTS CUSTOMER PAID OUTCOMECI FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

These exclusions and limits do not apply where prohibited by law. Nothing in these Terms excludes liability that cannot lawfully be excluded, including applicable liability for fraud or willful misconduct.

14. Indemnification

Customer will defend and indemnify OutcomeCI and its affiliates, officers, directors, employees, and agents against third-party claims arising from Customer Content, Customer’s workflows or connected-service actions, Customer’s violation of these Terms or law, or Customer’s infringement of third-party rights. We will provide prompt notice and reasonable cooperation and permit Customer to control the defense, provided no settlement admits fault by or imposes an obligation on OutcomeCI without our consent.

15. Governing law and disputes

These Terms are governed by Delaware law, without regard to conflicts rules. Subject to mandatory law, disputes must be brought exclusively in the state or federal courts located in Delaware, and each party consents to their jurisdiction. Before filing a claim, the parties will attempt in good faith for 30 days to resolve it through written notice.

If you qualify as a consumer, nothing in these Terms limits non-waivable rights or the protections and courts available to you under the mandatory law of your country of residence.

16. Changes to these Terms

We may update these Terms prospectively. We will update the effective date and provide additional notice of material changes where required. If a material change adversely affects paid Services, it will take effect no sooner than the notice period required by law or an applicable order. Continued use after the effective date constitutes acceptance where permitted by law.

17. General terms

These Terms, the Privacy Policy, any DPA, and any applicable order are the entire agreement regarding the Services and control in that order if they conflict: the DPA for data-protection matters, the order for commercial terms, and these Terms otherwise. Neither party may assign the agreement without the other’s consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets. If a provision is unenforceable, the remainder stays effective. Failure to enforce a provision is not a waiver. The parties are independent contractors.

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