Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and Mosaic Singularity Inc. (“Company,” “we,” “us,” or “our”), a corporation incorporated under the laws of Canada, governing your access to and use of the HeartBeatAgents platform, website located at heartbeatagents.com, application programming interfaces, desktop and mobile applications, documentation, and all related services (collectively, the “Service”).

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE. BY CREATING AN ACCOUNT, ACCESSING, OR USING ANY PART OF THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE, YOU MUST NOT ACCESS OR USE THE SERVICE.

1. Definitions

In these Terms:

• “Agent” means an autonomous AI agent created, configured, and deployed by a User through the Service.
• “Agent Data” means all data generated through the use of Agents, including configurations, conversation messages, tool invocation logs, workflow outputs, and memory entries.
• “Content” means all text, data, files, code, images, audio, and other materials that are uploaded, submitted, generated, or otherwise made available through the Service.
• “Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, moral rights, and any other intellectual property rights recognized in any jurisdiction.
• “LLM Provider” means a third-party provider of large language model inference services integrated with the Service.
• “Subscription” means the paid plan tier selected by the User, which determines the features, usage limits, and support level available.
• “User Content” means all Content created, uploaded, or generated by or on behalf of a User through the Service, including Agent configurations, standing orders, conversation data, custom tools, and files stored in shared folders.

2. Acceptance and Authority

By creating an account or using the Service, you represent and warrant that: (a) you are at least 18 years of age or the age of legal majority in your jurisdiction; (b) you have the legal capacity to enter into these Terms; and (c) if you are accessing the Service on behalf of an organization, you have the authority to bind that organization to these Terms, and all references to “you” shall include that organization.

If you do not have such authority, or if you or your organization do not agree with these Terms, you must not access or use the Service.

3. Service Description

HeartBeatAgents is a platform for building, deploying, and managing autonomous AI agents. The Service includes, without limitation: agent creation and configuration tools; multi-provider LLM access; multi-channel communication deployment; third-party service integrations; conversation management; vector memory systems; workflow automation; self-building skill capabilities; API access; and related dashboard and management interfaces.

The Service relies on third-party LLM Providers (including, without limitation, OpenAI, Anthropic, Google, Mistral, Cohere, Meta, and DeepSeek) for AI inference, as well as locally hosted open-source models via Ollama. The availability, capabilities, performance, and accuracy of specific models are subject to those providers' respective terms, policies, and service levels. We do not control third-party providers and expressly disclaim responsibility for their actions, omissions, outages, policy changes, or data handling practices.

We reserve the right to modify, update, enhance, or discontinue any feature or component of the Service at any time. We will provide reasonable advance notice of material changes that significantly reduce core functionality available under your current Subscription.

4. Account Registration and Security

To access the Service, you must create an account with a valid email address. We use passwordless authentication via cryptographically signed magic links. You are solely responsible for:

• Providing accurate, current, and complete registration information.
• Maintaining the security and confidentiality of your email account, API keys, and integration credentials.
• All activity that occurs under your account, whether or not authorized by you.
• Notifying us immediately at security@heartbeatagents.com upon becoming aware of any unauthorized access or security breach.

You agree not to:

• Share your account credentials or API keys with unauthorized parties.
• Create multiple free accounts to circumvent usage limits or billing obligations.
• Use another person's account without their express written permission.
• Sell, transfer, or assign your account to any third party without our prior written consent.

We reserve the right to suspend or terminate accounts that violate these requirements, without prior notice where the violation poses an immediate risk to the Service or other users.

5. Subscriptions, Payments, and Billing

5.1 Plans and Pricing

The Service is offered under various Subscription tiers, including a free tier with limited functionality. Paid Subscription pricing, features, and usage limits are described on our pricing page at heartbeatagents.com/pricing. All prices are quoted in United States Dollars (USD) unless otherwise specified.

5.2 Payment Terms

Paid Subscriptions are billed in advance on a monthly or annual basis, as selected at the time of purchase. Payment is processed by Stripe, Inc. By providing payment information, you represent that you are authorized to use the payment method and authorize us to charge all fees incurred to that payment method.

5.3 Automatic Renewal

Subscriptions automatically renew at the end of each billing cycle unless cancelled before the renewal date. You may cancel auto-renewal at any time through your account settings. Cancellation takes effect at the end of the current billing period; no partial refunds are issued for the remaining portion of a billing cycle.

5.4 Price Changes

We reserve the right to modify pricing at any time. Price changes to existing Subscriptions will take effect at the beginning of the next billing cycle following at least 30 days' written notice. If you do not agree with a price change, you may cancel your Subscription before the new pricing takes effect.

5.5 Taxes

All fees are exclusive of applicable taxes, levies, and duties (including sales tax, GST, HST, VAT, and withholding taxes). You are responsible for the payment of all such taxes, except for taxes based on our net income. If we are required to collect or remit taxes on your behalf, the applicable amount will be added to your invoice.

5.6 Overdue Payments

If payment fails or is overdue, we will provide notice and a reasonable grace period (not less than 14 days) to remedy the default. If payment remains outstanding, we may suspend access to the Service until all overdue amounts are paid in full. We reserve the right to charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

6. Acceptable Use Policy

You agree to use the Service only for lawful purposes and in compliance with all applicable laws, regulations, and these Terms. You shall not, and shall not permit any third party to, use the Service to:

• Violate any applicable federal, provincial, state, local, or international law or regulation.
• Infringe upon or misappropriate any Intellectual Property Rights or other proprietary rights of any third party.
• Generate, store, transmit, or distribute Content that is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another's privacy, or otherwise objectionable.
• Deploy Agents that deceive individuals into believing they are communicating with a human when disclosure of AI involvement is required by applicable law, regulation, or reasonably expected by the recipient.
• Impersonate any person or entity, or falsely state or misrepresent your identity or affiliation with any person or entity.
• Conduct or facilitate any form of unsolicited messaging, spam, phishing, social engineering, or fraudulent activity.
• Attempt to gain unauthorized access to other users' accounts, data, Agents, or any systems or networks connected to the Service.
• Interfere with, disrupt, degrade, or impair the Service, servers, networks, or infrastructure connected to the Service, including through denial-of-service attacks, resource exhaustion, or automated abuse.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or data models of the Service, except as expressly permitted by applicable law.
• Use the Service to build, train, or improve a competing product or service, or systematically extract data or functionality for competitive purposes.
• Exceed your Subscription's rate limits, usage quotas, or storage limits through automated means, or attempt to circumvent any technical restrictions or billing controls.
• Use the Service in connection with any high-risk activities where failure could lead to death, personal injury, or significant environmental damage (e.g., autonomous vehicle control, medical diagnosis, nuclear facility management) without our prior written consent and appropriate safeguards.
• Process or store regulated data categories (e.g., Protected Health Information under HIPAA, payment card data subject to PCI DSS) through the Service unless you have entered into a separate agreement with us governing such use.

We reserve the right to investigate suspected violations and take appropriate action, including content removal, account suspension, or termination, with or without prior notice where the violation poses an immediate risk.

7. Intellectual Property

7.1 Company Property

The Service, including all software, source code, object code, algorithms, data models, user interfaces, designs, graphics, documentation, trademarks, service marks, trade names, logos, and all related Intellectual Property Rights, are and shall remain the exclusive property of Mosaic Singularity Inc. or its licensors. These Terms do not grant you any right, title, or interest in our Intellectual Property except the limited license expressly set forth herein. You may not use our trademarks, logos, or brand assets without our prior written permission.

7.2 License to Use the Service

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business or personal purposes in accordance with your Subscription tier. This license does not include the right to modify, distribute, sell, license, or create derivative works based on the Service.

7.3 Your Content

You retain all ownership rights in your User Content. By using the Service, you grant us a limited, non-exclusive, worldwide, royalty-free license to process, store, transmit, reproduce, and display your User Content solely as necessary to provide, operate, maintain, and improve the Service. We do not claim ownership of your User Content and will not use it for any purpose other than providing the Service, unless we obtain your separate express consent.

You represent and warrant that you own or have obtained all necessary rights, licenses, consents, and permissions to submit your User Content and to grant the license described above, and that your User Content does not infringe upon or violate any third party's Intellectual Property Rights or other rights.

7.4 AI-Generated Content

Content generated by AI Agents through the Service (including agent responses, summaries, analyses, code, and other outputs) is considered your User Content. You are solely responsible for reviewing, verifying, and validating all AI-generated Content before acting on it, relying on it, sharing it with third parties, or incorporating it into any work product. AI-generated Content may contain errors, inaccuracies, omissions, biases, or hallucinations, and we expressly disclaim all warranties regarding its accuracy, completeness, reliability, or fitness for any particular purpose.

7.5 Feedback

If you provide us with feedback, suggestions, ideas, or recommendations regarding the Service (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, transferable, and sublicensable license to use, modify, reproduce, distribute, and otherwise exploit such Feedback for any purpose without attribution, compensation, or obligation to you.

8. Data and Privacy

Our collection, use, storage, and disclosure of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you acknowledge that you have read and understood our Privacy Policy and consent to the practices described therein.

Your Responsibility as Data Controller: If your Agents process personal data of third parties (e.g., customer support conversations, CRM data, employee information), you are the data controller (or equivalent under applicable law) with respect to that data. You are solely responsible for: (a) ensuring a lawful basis for processing; (b) providing required notices and disclosures to data subjects; (c) obtaining any necessary consents; (d) complying with data subject rights requests; and (e) ensuring that your use of the Service complies with all applicable data protection laws, including PIPEDA, GDPR, CCPA/CPRA, and any other applicable legislation.

No AI Model Training: We do not use your User Content, Agent Data, conversations, or any Content you create or process through the Service to train, fine-tune, or improve any artificial intelligence or machine learning models, whether our own or any third party's.

9. Confidentiality

Each party acknowledges that it may receive confidential information of the other party in connection with the Service (“Confidential Information”). Confidential Information includes, without limitation, business plans, technical data, product plans, User Content, Agent Data, and any information designated as confidential. The receiving party shall: (a) use Confidential Information solely for the purposes of performing its obligations or exercising its rights under these Terms; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except as expressly permitted herein or with the disclosing party's prior written consent.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is lawfully obtained from a third party without restriction.

10. Service Availability

We use commercially reasonable efforts to maintain high availability of the Service. Our target uptime for paid Subscriptions is 99.9% measured monthly, excluding scheduled maintenance windows and force majeure events. Enterprise customers may negotiate specific Service Level Agreements (SLAs) with defined remedies under a separate written agreement.

We reserve the right to perform scheduled maintenance with at least 48 hours' advance notice communicated through the Service or via email. Emergency maintenance to address security vulnerabilities, critical defects, or imminent threats may be performed without advance notice.

The Service depends on third-party infrastructure, API providers, and LLM Providers. We are not responsible for outages, degradation, or data loss caused by third-party service disruptions, and such events are excluded from any uptime commitments. We will communicate known third-party issues through our status page.

11. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, ACCURACY, OR SYSTEM INTEGRATION.

Without limiting the foregoing, we do not warrant that:

• The Service will be uninterrupted, timely, secure, or error-free.
• The results obtained through the Service will be accurate, reliable, or complete.
• Any AI-generated Content will be free of errors, biases, inaccuracies, or hallucinations.
• The Service will meet your specific requirements or expectations.
• Any defects in the Service will be corrected within any particular timeframe.
• Third-party integrations, LLM Providers, or connected services will function without interruption or error.

You acknowledge that AI technology is inherently probabilistic and that Agent outputs should not be relied upon as the sole basis for decisions with legal, financial, medical, safety, or other significant consequences without independent human review and verification.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Exclusion of Consequential Damages: IN NO EVENT SHALL MOSAIC SINGULARITY INC., ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR USE, WHETHER ARISING OUT OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• Aggregate Liability Cap: OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU HAVE PAID TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100.00).
• Exceptions: The limitations in this section do not apply to: (a) liability arising from our gross negligence or willful misconduct; (b) liability that cannot be excluded or limited under applicable law; or (c) our obligations under Section 8 (Data and Privacy) with respect to data breaches caused by our failure to implement reasonable security measures.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liability. In those jurisdictions, the above exclusions and limitations apply to the fullest extent permitted by applicable law. Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

13. Indemnification

You agree to indemnify, defend, and hold harmless Mosaic Singularity Inc., its directors, officers, employees, agents, affiliates, successors, and assigns from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:

• Your use of the Service or any activity under your account.
• Your User Content or any Content processed through your Agents.
• Your violation of these Terms, any applicable law, or any third-party right.
• Your negligence or willful misconduct.
• Any claim by a third party that your use of the Service, your User Content, or your Agents infringed upon or misappropriated their Intellectual Property Rights or other rights.
• Your failure to comply with applicable data protection laws in connection with personal data processed through your Agents.

We will provide you with prompt written notice of any such claim and will cooperate reasonably with your defense. We reserve the right to participate in the defense of any claim at our own expense. You shall not settle any claim without our prior written consent if the settlement would impose any obligation, restriction, or liability on us.

14. Termination

14.1 Termination by You

You may close your account at any time through your account settings or by contacting support at support@heartbeatagents.com. Upon closure, your right to access the Service terminates immediately. We will retain your data for 30 days to allow recovery, after which it will be permanently deleted in accordance with our Privacy Policy. No refunds are issued for unused portions of a billing cycle upon voluntary cancellation.

14.2 Termination by Us

We may suspend or terminate your account, with or without notice, if:

• You materially breach these Terms and fail to cure within 14 days of written notice (where the breach is curable).
• You fail to pay Subscription fees and do not remedy the default within the grace period described in Section 5.6.
• Your use poses an immediate risk to the security, integrity, or availability of the Service, other users, or third parties.
• We are required to do so by law, regulation, or court order.
• We reasonably determine that your account is being used for illegal activity.

In cases of severe violations (including illegal activity, security threats, or abuse), we may suspend or terminate access immediately without prior notice or opportunity to cure.

14.3 Effect of Termination

Upon termination: (a) all rights and licenses granted to you under these Terms immediately cease; (b) you must discontinue all use of the Service; (c) any outstanding fees become immediately due and payable; and (d) we will delete your data in accordance with our Privacy Policy and data retention schedule.

The following sections survive termination: 1 (Definitions), 7 (Intellectual Property), 8 (Data and Privacy), 9 (Confidentiality), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 14.3 (Effect of Termination), 15 (Dispute Resolution), 16 (Governing Law), and 19 (General Provisions).

15. Dispute Resolution

15.1 Informal Resolution

Before initiating any formal proceedings, you agree to first contact us at legal@heartbeatagents.com and attempt to resolve the dispute informally for a period of at least 60 days. Most disputes can be resolved through good-faith negotiation.

15.2 Arbitration

If the dispute cannot be resolved informally, either party may elect to submit the dispute to binding arbitration administered in accordance with the rules of the ADR Institute of Canada. The arbitration shall take place in the Province of Ontario, Canada (or remotely, by mutual agreement). The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs of arbitration unless the arbitrator determines otherwise.

15.3 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND MOSAIC SINGULARITY INC. AGREE THAT ANY PROCEEDINGS TO RESOLVE DISPUTES WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If this class action waiver is found to be unenforceable in your jurisdiction, then the entirety of this arbitration provision shall be null and void with respect to your claim, and the dispute shall be resolved in court under Section 16.

15.4 Exceptions

Nothing in this section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of Intellectual Property Rights, Confidential Information, or data security obligations.

16. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. To the extent that any dispute is not subject to arbitration under Section 15, you agree to submit to the exclusive jurisdiction of the courts of the Province of Ontario, Canada.

For EEA/UK residents: Nothing in these Terms affects your rights under mandatory consumer protection laws in your country of residence. You may bring claims in the courts of your country of residence if permitted by applicable law. For EU consumers, the European Commission's Online Dispute Resolution platform is available at ec.europa.eu/consumers/odr.

17. Export Compliance

You represent and warrant that you are not located in, organized under the laws of, or a resident of any country or territory that is subject to comprehensive trade sanctions or embargoes imposed by Canada, the United States, the European Union, or the United Nations. You agree to comply with all applicable export control laws and trade sanctions regulations in your use of the Service.

18. Changes to These Terms

We reserve the right to update or modify these Terms at any time. When we make material changes, we will: (a) update the “Last Updated” date at the top of this page; (b) post a notice on the Service; and (c) send notification to the email address associated with your account at least 30 days before the changes take effect.

If you do not agree with the updated Terms, you may close your account before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. Non-material changes (such as typographical corrections) may be made without prior notice.

19. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any additional agreements entered into for Enterprise services, constitute the entire agreement between you and Mosaic Singularity Inc. regarding the Service and supersede all prior and contemporaneous agreements, representations, and understandings, whether oral or written.
• Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the invalidity of that provision shall not affect the enforceability of the remaining provisions, which shall continue in full force and effect.
• Waiver: The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.
• Assignment: You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets, upon notice to you.
• Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from events beyond its reasonable control, including natural disasters, acts of government, war, terrorism, pandemics, power failures, internet disruptions, or third-party service outages.
• Notices: All notices to you will be sent to the email address associated with your account. All notices to us should be sent to legal@heartbeatagents.com. Notices are deemed received upon successful delivery via email.
• No Third-Party Beneficiaries: These Terms do not confer any rights, remedies, or benefits upon any third party, except as expressly provided herein or required by applicable law.
• Headings: The headings in these Terms are for convenience only and have no legal or contractual significance.
• Language: These Terms are drafted in English. In the event of any conflict between translated versions and the English version, the English version shall prevail.

20. Contact Information

If you have questions about these Terms, contact us at:

• Legal Inquiries: legal@heartbeatagents.com
• Support: support@heartbeatagents.com
• Mail: Mosaic Singularity Inc., Attn: Legal Department, Ontario, Canada