Agentic Service Terms of utxo AG

1. GENERAL PROVISIONS

utxo AG, Dammstrasse 16, 6300 Zug, Switzerland (hereinafter "utxo AG") offers users (hereinafter "User") (utxo AG and the User hereinafter collectively referred to as the "Parties" and individually as a "Party") the opportunity to purchase agentic services ("Agentic Services") on a digital marketplace ("Marketplace") under these Agentic Service Terms. The Agentic Services are offered exclusively to professional users acting in a commercial or independent professional capacity.

These terms apply solely to Agentic Services provided directly by utxo AG. Services offered by third parties on the Marketplace are governed solely by the terms between the User and said third party. utxo AG is not liable for third-party offerings.

2. AGENTIC SERVICE

utxo AG provides Agentic Services over the internet. No support, maintenance, or updates are guaranteed unless expressly agreed. utxo AG may provide enhancements at its own discretion to ensure performance or security. The services qualify as contracts for services under Swiss Code of Obligations (OR).
Agentic Services are provided "as is" without warranties. Output examples are illustrative. utxo AG makes no guarantees regarding accuracy, fitness for purpose, or results. Marketing materials do not form warranties.
The Agentic Service must be used only for its intended purpose as stated in the relevant service description.
The Agentic Services are offered solely as general-purpose tools. They are not designed or certified for use in high-risk or regulated domains (e.g. medical diagnosis, emergency services, legal or financial advice, etc.). Users must not rely on the outputs of the Agentic Services in such domains and remain responsible for ensuring appropriate human review of any outputs before use.

utxo AG may use subcontractors to deliver services.
utxo AG may suspend User access for breaches of these terms.
The User must ensure compatibility of their system with technical requirements. utxo AG is not liable for issues caused by User-side failures.
Deliverables will be provided within the stated delivery timeframe, excluding force majeure events. User shall notify utxo AG promptly of issues. utxo AG will respond within business hours (Monday–Friday, 9:00–17:00 CET, Zurich time) to such reports.

3. USER OBLIGATIONS AND RESTRICTIONS

No right to download, install or copy Agentic Services unless expressly permitted. User may permit access to affiliated third parties involved in relevant contracts, but remains liable for their actions.
User shall comply with the Acceptable Use Policy ('AUP') available at https://www.nmkr.io/agents-terms-aup, which forms part of these Terms. utxo AG may update the AUP from time to time; material changes will be notified via the Marketplace. In case of conflict, these Terms prevail.
The User bears all responsibility for legal compliance and result suitability. The User must validate outputs independently. AI output is probabilistic and not guaranteed to be factually correct or unique. The User must avoid copyright infringement when using AI-generated content.

4. THIRD-PARTY MODEL PROVIDERS

Agentic Services may rely on Third-Party AI Providers. User acknowledges that such providers' terms apply in addition to these Terms and shall prevail on conflicting use-of-service restrictions. utxo AG does not use User Inputs or Outputs to train or improve utxo AG models unless expressly agreed in writing. Third-Party AI Providers may process Inputs/Outputs in accordance with their terms and privacy notices; User is responsible for assessing such terms before supplying data.

5. INTELLECTUAL PROPERTY AND DATA

All rights in the Agentic Services remain with utxo AG.
utxo AG grants a non-exclusive, non-transferable, non-sublicensable right to use the Agentic Service during the contract term, subject to payment.
The User receives a non-exclusive, perpetual right to use the output of Agentic Services, subject to payment.
Outputs are non-exclusive and may not be unique; similar outputs may be generated for others. utxo AG does not represent that Outputs are eligible for IP protection in any jurisdiction. User is responsible for rights clearance and for avoiding unlawful or infringing use of Outputs.
The User grants utxo AG the rights necessary to process input data. User warrants sufficient rights to authorize such use.

6. DATA PROTECTION

User shall not provide special categories of personal data, data relating to criminal convictions, or data of children, unless expressly agreed in a Data Processing Agreement ('DPA') executed between the Parties. Where utxo AG processes personal data for User, utxo AG will act as processor and implement appropriate technical and organizational measures and breach notification processes as set out in the DPA.
For platform-side processing, see the Sōkosumi Privacy Policy at https://www.sokosumi.com/privacy-policy.
If utxo AG processes personal data for the User, the parties shall enter into a separate data processing agreement compliant with Swiss and EU data protection laws.

7. LIABILITY

utxo AG is liable for intentional or gross negligence, personal injury, fraud, and Swiss product liability law.
For ordinary negligence breaching essential duties, utxo AG is liable only for typical foreseeable damages.
Maximum liability is limited to the annual fees paid by the User in the year the claim arose.
Lost profits, revenues, or data are excluded from liability as unforeseeable damages.
The User is solely liable for GDPR or data protection violations concerning their own customers or third parties.
The limitations apply to directors, employees, and agents of utxo AG.

8. USER INDEMNITY

User shall indemnify and hold harmless utxo AG, its affiliates, and personnel from claims, damages, fines, and costs (including reasonable legal fees) arising out of (i) User Inputs or use of Outputs, (ii) User's breach of these Terms or the AUP, or (iii) alleged infringement, privacy, defamation, or other violations caused by User content or reliance on Outputs.

9. CONFIDENTIALITY

Both Parties must keep Confidential Information private and use it solely for contractual purposes. Confidential Information includes technical, commercial, and business-sensitive data.
Employees and contractors must adhere to confidentiality obligations.
Group companies must comply equally with confidentiality obligations.
Reverse engineering of Confidential Information is prohibited without prior written consent.
Confidentiality obligations remain valid for 5 years after contract termination.

10. COMPLIANCE

Each Party is responsible for their own legal and tax compliance. utxo AG is not responsible for industry-specific compliance on the User side.

11. PAYMENT

Payment methods may include:

Credits and a 5% commission per Marketplace Terms; or
Stablecoins (e.g. USDM).

Applicable payment methods are defined in each service listing.

12. TERMS UPDATES

The utxo AG may update these Terms from time to time. Material changes will be notified via the Marketplace or email with 30 day advance notice. Continued use after the effective date constitutes acceptance of the updated Terms.

13. FINAL PROVISIONS

These terms are governed by Swiss law. Jurisdiction lies with the competent courts in Baden, Canton of Aargau. The CISG does not apply.
In case of conflict with Marketplace Terms, these terms prevail for utxo AG-provided services.
The Agentic Services may not be used by individuals in embargoed countries (US, UK, EU or Japan embargoes).
Notices must be in English or German and in text form.
The Parties act as independent contractors. No agency, joint venture, or employment relationship is created.
No third-party rights are created.
If any clause is unenforceable, the remainder remains valid. Severability is intended.
No rights may be transferred without prior written consent of the other Party.
This is the entire agreement. Amendments must be in writing. User terms do not apply.