Subatix Terms of Use

Subatix, Inc.
A Delaware Corporation

Effective Date: January 12, 2026
Last Updated: January 12, 2026

Definitions
Acceptance of Terms
Eligibility
Service Description
Account Registration and Security
AI Usage and Third-Party Providers
Subscription, Billing, and Payment
User Content and Local Data
Intellectual Property and Recommendations Ownership
Prohibited Uses and Regulated Data
Support and Service Levels
Disclaimers and Warranties
Limitation of Liability
Indemnification
Termination
Governing Law and Jurisdiction
Dispute Resolution and Arbitration
Modifications to Terms
General Provisions
Contact Information

1. DEFINITIONS

For purposes of these Terms of Use ("Terms"), the following definitions apply:

"Agreement" means these Terms of Use and all policies, guidelines, and documents incorporated herein by reference, including the Privacy Policy.

"AI Providers" means the third-party artificial intelligence model providers utilized by Subatix to deliver the Service, as listed at www.subatix.com/subprocessors.

"Local Data" means any files, documents, data, code, or other materials stored locally on the User's device outside the designated Workspace folder. Local Data is never accessed by the Service unless the User explicitly enables extended file access permissions (see Section 4.6).

"Request Logs" means detailed records of AI requests and responses stored in a separate database for debugging, support, analytics, abuse detection, and product improvement and development purposes. Request Logs include full prompts, full responses, and associated metadata, with user identifiers pseudonymized via cryptographic hashing.

"Service" means the Subatix AI-native operations improvement workspace, including all associated software, tools, features, and functionalities.

"Recommendations" or "Subatix Recommendations" means any content, analysis, deliverables, reports, insights, code, or other materials generated by the Service in response to User inputs. The term "Recommendations" reflects that AI-generated content is advisory in nature and requires independent verification by the User.

"Subatix", "we", "us", or "our" refers to Subatix, Inc., a Delaware corporation.

"Subscription" means a paid plan providing access to the Service as described in Section 7.

"Token" means the unit of measurement for AI usage on the platform.

"Top-up Credits" means additional prepaid tokens purchased beyond the monthly Subscription allowance.

"User", "you", or "your" refers to any individual or entity accessing or using the Service.

"Usage Data" means technical logs, metadata, and information about your use of and interactions with the Service, including token counts, cost calculations, request timing, model selection, and similar operational data. Usage Data excludes User Content and the substantive content of Recommendations.

"User Content" means any data, text, prompts, files, or other materials that the User submits, uploads, or transmits through the Service, including files within the designated Workspace folder that are accessed or processed by the Service during task execution.

"Workspace" means the designated folder or environment on the User's device that interfaces with the Service.

2. ACCEPTANCE OF TERMS

2.1 Binding Agreement

By accessing, downloading, installing, creating an account, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy (available at www.subatix.com/privacy). If you do not agree to these Terms, you must immediately discontinue use of the Service.

2.2 Electronic Agreement

You agree that your electronic acceptance of these Terms constitutes a legally binding agreement equivalent to a handwritten signature.

2.3 Important Notices

ARBITRATION NOTICE: These Terms contain a binding arbitration agreement (Section 17) that requires the use of arbitration on an individual basis to resolve disputes. You have the right to opt out of arbitration within thirty (30) days of accepting these Terms. By accepting these Terms without opting out, you waive your right to participate in class actions or jury trials.

AI SUGGESTIONS DISCLAIMER: The Service utilizes artificial intelligence that may produce inaccurate, incomplete, or misleading Recommendations. You must independently verify all Recommendations before relying on them for any purpose. Subatix is not liable for any decisions you make based on AI-generated Recommendations.

3. ELIGIBILITY

3.1 Age Requirement

You must be at least eighteen (18) years of age to use the Service. By using the Service, you represent and warrant that you meet this age requirement.

3.2 Organizational Use

The Service is available to both individuals and businesses. If you are using the Service on behalf of a business, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" and "your" shall refer to that entity.

3.3 No Organization-Level Admin Seats

At launch, Subatix does not provide organization-level administrative seats or multi-user management features. Each account operates independently.

3.4 Prohibited Users

You may not use the Service if:

You do not meet the age requirement in Section 3.1;
You are prohibited from receiving products or services under applicable law;
Your account has been previously terminated by Subatix;
You are located in a country subject to U.S. government embargo or designated as a "terrorist supporting" country; or
You are listed on any U.S. government list of prohibited or restricted parties.

4. SERVICE DESCRIPTION

4.1 Overview

Subatix is an AI-native operations improvement workspace designed to assist businesses and individuals with various productivity, analysis, and operational tasks through the use of artificial intelligence. The Service functions as an AI-powered business improvement tool.

4.2 Hosting Infrastructure

The Service is hosted on Amazon Web Services (AWS) infrastructure in the US-East-1 (N. Virginia) region. You acknowledge that Service availability is subject to AWS operational conditions and that data will be processed and stored in this region.

4.3 Workspace Access

To use the Service, you must grant Subatix access to a designated folder on your device, which serves as your Workspace. This access is necessary for the Service to function. Subatix only accesses files within your designated Workspace and only when you explicitly interact with the Service.

4.4 Service Modifications

We reserve the right to modify, update, suspend, or discontinue any aspect of the Service at any time without prior notice or liability.

4.5 AI Model Limitations

You acknowledge that the Service utilizes large language models and other AI technologies that have inherent limitations:

Technical Limitations:

AI models may produce inaccurate, incorrect, or fabricated information ("hallucinations")
AI models may lack genuine reasoning, judgment, and creative thinking capabilities
AI models may produce repetitive or formulaic content
AI models may not understand context, nuance, sarcasm, idioms, or cultural references with human-level accuracy
AI models may struggle with complex tasks requiring multi-step reasoning
AI models may be based on training data that is outdated, incomplete, or biased

Recommendation Characteristics:

Recommendations are generated automatically without human review by Subatix
Recommendations may be similar or identical to those provided to other users
Recommendations do not reflect Subatix's opinions or endorsement
Recommendations may vary for the same or similar inputs
No rights to Recommendations generated for other users are granted to you

You agree that you are responsible for evaluating and bearing all risks associated with the use of any Recommendations, including any reliance on the accuracy, completeness, or usefulness of such Recommendations.

4.6 Auto-Execution Features

The Service includes features that automatically perform operations on your behalf ("Auto-Execution Features"). Core Auto-Execution is enabled by default to provide a seamless experience; you can adjust these settings at any time through the Service interface.

Default Automation (Workspace Scope):

With default settings enabled, the Service can automatically perform the following operations within your designated Workspace folder:

File Operations: Reading, creating, editing, saving, and deleting files;
Folder Operations: Creating, renaming, and deleting folders;
Command Line Access: Executing terminal/shell commands for file system operations (including file and folder creation, modification, and deletion) and other automated tasks.

Maximum Automation / Expanded Permissions (Machine-Wide Scope):

When you enable expanded permissions (such as "Read all files," "Edit all files," or "YOLO Mode"), the Service can perform file and folder operations—anywhere on your machine, not limited to your Workspace. This includes:

Reading, creating, editing, saving, and deleting files and folders across your entire file system;
Executing command line operations with broader system access;
Browser automation and unrestricted command execution.

Optional expanded permissions are disabled by default and require explicit opt-in. Enabling expanded permissions or "YOLO Mode" constitutes acceptance of all associated additional risks, including potential unintended modifications or deletions outside your Workspace.

When Auto-Execution Occurs:

All Auto-Execution operations occur only while the Service is actively running on your device and during your direct engagement with the Service. Subatix employees and internal staff have no ability to remotely access, view, modify, or delete any files or folders stored locally on your device—whether inside or outside your designated Workspace. File operations are performed exclusively by the AI agent on your local machine in response to your interactions.

Risk Acknowledgment:

By using the Service, you acknowledge and agree that you are assuming all risks associated with automated operations, including without limitation file creation, modification, deletion, command execution results, data loss, and unintended consequences. You are solely responsible for maintaining backups, reviewing outputs, and ensuring appropriate safeguards are in place.

Subatix is not liable for damages resulting from Auto-Execution Features. See Section 13 (Limitation of Liability) for complete details.

5. ACCOUNT REGISTRATION AND SECURITY

5.1 Account Creation

To access the Service, you must create an account by providing accurate, current, and complete information. Account creation requires:

Email address
Full legal first name and last name

5.2 Account Security

You are solely responsible for:

Maintaining the confidentiality of your account credentials;
All activities that occur under your account;
Promptly notifying Subatix at support@subatix.com of any unauthorized access or security breach.

5.3 Session Management

Subatix stores session refresh tokens to enable seamless login experiences. These tokens are securely managed and used solely for authentication purposes.

5.4 Internal Administrative Access

Only authorized Subatix internal staff have administrative-level access to the Service backend. Such access is limited to:

Resolving billing issues;
Providing customer support;
Fraud detection and prevention;
Technical debugging and maintenance;
Analytics and usage monitoring.

Important: Subatix internal administrative access cannot view, access, or retrieve files stored locally on your device. Local Data remains entirely under your control.

5.5 Account Transfer Prohibition

You may not sell, transfer, assign, or convey your account to any other person or entity. Any attempted transfer is void and may result in immediate account termination.

6. AI USAGE AND THIRD-PARTY PROVIDERS

6.1 Third-Party AI Models

Subatix utilizes third-party artificial intelligence models and services to deliver the Service. By using the Service, you acknowledge and agree that:

Your User Content may be transmitted to and processed by third-party AI Providers;
Subatix does not control these third-party AI models and is not responsible for their accuracy, availability, or performance;
Each AI Provider has its own terms of service and privacy policy.

6.2 AI Provider List

The current list of AI Providers and subprocessors is maintained at:

www.subatix.com/subprocessors

This list is updated periodically as providers are added or removed.

6.3 No User-Provided API Keys

Users cannot bring their own API keys to use with the Service. All AI model access is managed exclusively through Subatix's infrastructure.

6.4 No Model Fine-Tuning

At launch, Subatix does not provide custom model fine-tuning capabilities. All users access the same underlying AI models through the Service.

6.5 No Response Caching for Reuse

Subatix does not cache AI responses for reuse. Every user request triggers a fresh API call to the appropriate AI Provider.

Temporary Data:

The Service caches billing metadata (token counts, cost calculations) in memory for up to 15 minutes for billing accuracy purposes
Authentication state and rate limiting data is cached temporarily (5 minutes to 1 hour) for security purposes

Request Logging (Separate from Caching):

Complete request/response data is logged with pseudonymized user identifiers for debugging, support, abuse detection, analytics, and product improvement and development purposes
Request Logs are stored in a separate database and automatically deleted after 24 months
Users may opt out of request logging (see Section 8.4)
Request Logs are never used to serve future AI responses

6.6 Third-Party AI Provider Data Policies

Your User Content is transmitted to third-party AI Providers for processing. Each AI Provider has its own policies regarding data retention and model training.

Current AI Provider Training Policies:

Details on each provider's data usage policies are maintained at www.subatix.com/subprocessors

Important Limitations:

Subatix does NOT use User Content to train internal AI models unless you explicitly opt in
Subatix cannot control third-party AI Provider policies regarding data retention or model training
Where available, Subatix configures API calls to request that providers do not use your data for training, but enforcement depends on each provider's implementation
You acknowledge that AI Providers may have different data handling practices than Subatix

7. SUBSCRIPTION, BILLING, AND PAYMENT

7.1 Free Trial

New users are eligible for a one-time free trial of the Service. The free trial is subject to:

A specified trial period; OR
A specified token usage limit

whichever is exhausted first. Trial details are provided during account creation.

7.2 Subscription Plans

After the free trial ends, continued access to the Service requires an active paid subscription. Monthly subscriptions include:

A base usage allowance (specified tokens per billing cycle);
Access to all available AI models and features.

Current pricing is available at www.subatix.com/pricing.

7.3 Prepaid Top-up Credits

Once you exceed your subscription's included usage allowance, you must purchase prepaid Top-up Credits to continue using the Service. Top-up Credits are purchased in advance at the then-current rates displayed on our pricing page.

7.4 Credit Rollover

Top-up Credits carry over to subsequent billing cycles until used. Subscription allowance tokens do not roll over and reset each billing cycle.

7.5 Automatic Renewal

Your subscription automatically renews at the end of each billing cycle at the then-current rate. You authorize us to charge your designated payment method for renewal fees.

7.6 Payment Processing

All payments are processed through Stripe, Inc. By providing payment information, you:

Authorize Subatix to charge applicable fees through Stripe;
Agree to comply with Stripe's terms of service;
Acknowledge that Subatix does not directly store complete payment card numbers.

7.7 No Refunds Policy

All subscription fees, usage charges, and Top-up purchases are final and non-refundable. We do not provide refunds or credits for:

Partial months of service;
Unused tokens or usage allowance;
Current billing period cancellations;
Service dissatisfaction;
Any other circumstances.

7.8 Cancellation

You may cancel your subscription at any time through your account settings or by contacting support@subatix.com. Cancellation:

Takes effect at the end of the current billing period;
Does not entitle you to a refund for the current period;
Allows continued access until the current period ends.

7.9 Free Trial Expiration

The free trial period ends when the trial duration expires or trial token allowance is exhausted, whichever occurs first. There is no subscription to cancel during the free trial. To continue using the Service after your free trial ends, you must purchase a subscription. If you do not wish to continue, simply do not purchase a subscription—your account will remain inactive with no charges incurred.

7.10 Price Changes

We reserve the right to modify pricing at any time. We will provide at least fourteen (14) days' advance notice of material price changes. Continued use after the effective date constitutes acceptance.

7.11 Billing Data Storage

Billing and subscription data is stored for legitimate business purposes, including:

Account balances
Payment transaction history
Subscription records
Token usage records

Billing data is retained for seven (7) years as required by legal and tax compliance obligations.

8. USER CONTENT AND LOCAL DATA

8.1 Local Data Remains Local

Files and data stored on your device outside of your designated Workspace remain fully local. Files within your Workspace may be accessed by the Service during task execution (see "AI Agent File Operations" below). Subatix does not:

Automatically ingest local files or raw datasets;
Access files outside your designated Workspace;
Transfer local files to Subatix servers without your explicit action.

File Access Scope Clarification:

By default, the Service can read, create, edit, save, and delete project files and folders (within your designated Workspace folder) with auto-approval enabled;
By default, the Service has command line access within your Workspace, enabling terminal/shell operations for file and folder management;
By default, the Service does NOT have access to files elsewhere on your device;
The Service does NOT scan, index, read, modify, or delete files outside your Workspace unless you explicitly enable expanded permissions (such as "Read all files," "Edit all files," or "YOLO Mode") in the Automation Settings;
With maximum automation enabled, the Service can perform file and folder operations—including deletion—anywhere on your machine;
Your operating system, applications, and other folders remain inaccessible to the Service under default settings;
External file access (outside Workspace) requires explicit user opt-in through the Service settings interface.

AI Agent File Operations:

When the AI agent interacts with files in your Workspace during task execution:

Auto-Approval Enabled by Default: By default, the Service automatically approves reading, creating, editing, saving, and deleting files and folders within your Workspace ("project files") without prompting you for each operation. You may disable auto-approval or adjust these settings at any time through the Service settings interface (see Section 4.6);
Command Line Operations: The AI agent has access to terminal/command line functionality, which can be used for file and folder creation, editing, deletion, saving, and other system operations within your Workspace (or machine-wide if expanded permissions are enabled);
Content Transmission: File contents read by the AI agent are transmitted to third-party AI Providers as part of the conversation context;
Data Minimization for Data Files: For structured data files (CSV, Excel, JSON, etc.), the Service is designed to process data locally on your machine via Python scripts, transmitting only computed results (summaries, metrics, preview data) rather than complete raw datasets;
Automated Data Processing: When your Workspace contains data files (CSV, Excel, JSON, Parquet, etc.), the Service may automatically analyze your data structure using autonomous background processes. This analysis helps the Service better understand your context and provide more relevant Recommendations during your interactions. A visual indicator appears during processing;
Transparency: Analysis scripts and documentation are saved locally to your Workspace for your review and audit trail;
Local Execution Only: All file operations are performed locally on your device while the Service is running and you are actively engaged. Subatix employees cannot remotely access or perform any operations on your local files.

You should be aware that auto-approved file operations (including deletion) occur without individual prompts. The data minimization approach is enforced through system instructions to the AI, but is not a technical guarantee.

8.2 User Content Transmission

When you submit User Content through the Service (e.g., by typing prompts, pasting text, or uploading files into the interface), that content is:

Transmitted to third-party AI Providers for processing;
Logged on Subatix servers (subject to the logging practices described in Section 8.3 and our Privacy Policy);
Subject to the data handling practices of the respective AI Provider.

Content Transmitted to AI Providers Includes:

Your typed prompts and messages;
Images you paste or attach;
Files you explicitly upload or attach to the conversation;
File contents that the AI agent reads (auto-approved by default for Workspace files);
Workspace context metadata, including: file and folder names (not contents unless read by the AI agent), open editor tabs, terminal command output, and current timestamp;
Previous messages in the current conversation (conversation history).

Data Processing Approach:

When analyzing structured data files (CSV, Excel, JSON, etc.), the Service instructs the AI to:

Process data locally via Python scripts rather than loading raw data into the conversation;
Share only computed results (summaries, calculated metrics, limited preview data);
Save analysis scripts locally to your Workspace for transparency and audit trail.

This approach minimizes raw data exposure to AI Providers. However, you should understand that some data preview and analysis results are necessarily transmitted for the AI to provide meaningful responses.

8.3 Logging of Prompts and Responses

Subatix logs prompts, responses, and associated metadata for the following purposes:

Debugging technical issues;
Abuse detection and prevention;
Analytics and usage monitoring;
Product improvement and development;
Support and customer service.

Before storage, logged data undergoes automatic secret scrubbing to remove or redact sensitive credentials. User identifiers are pseudonymized via cryptographic hashing to protect your identity. Request Logs are stored in a separate database and automatically deleted after 24 months. Full details are provided in our Privacy Policy.

8.4 Logging Opt-Out

Users may request to opt out of request logging by submitting a written request to support@subatix.com. Opting out may limit our ability to provide support or investigate issues related to your requests.

9. INTELLECTUAL PROPERTY AND RECOMMENDATIONS OWNERSHIP

9.1 User Ownership of Local Data

You retain all ownership rights, title, and interest in your Local Data and raw files stored on your device. Subatix does not claim any ownership interest in Local Data.

9.2 User Content License

By submitting User Content to the Service, you grant Subatix a non-exclusive, worldwide, royalty-free license to use, process, and store such content solely for the purpose of:

Processing your User Content through third-party AI models;
Providing, maintaining, and improving the Service;
Complying with applicable laws and legal obligations.

This license exists only during your use of the Service and terminates upon your account termination, subject to the data retention provisions in our Privacy Policy.

9.3 Recommendations Ownership

You retain all of your right, title, and interest that you have in your User Content (Inputs). Subatix hereby assigns to you all of our right, title, and interest, if any, in and to any Recommendations generated by the Service in response to your Inputs.

Non-Uniqueness Acknowledgment: You acknowledge that Recommendations are generated automatically by machine learning technology. Due to the nature of AI models:

Recommendations may be similar or identical to those provided to other users;
No rights to Recommendations generated for other users are granted to you;
Subatix makes no representation that any Recommendation is unique or original.

9.4 Use of Recommendations

While you own the Recommendations generated for you, you acknowledge and agree that:

You are solely responsible for reviewing, validating, and verifying all Recommendations before use;
Recommendations are provided as-is and may require modification for your specific purposes;
Your use of Recommendations must comply with all applicable laws and regulations;
You should not rely on Recommendations as the sole basis for important decisions without independent verification.

9.5 Subatix License for Improvement and Development

You grant Subatix a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, sublicensable license to retain, use, reproduce, modify, analyze, and create derivative works from Recommendations in anonymized and aggregated formats for the following purposes:

Improving, enhancing, and developing the Service;
Developing new features and capabilities;
Internal research and analysis;
Service optimization and performance enhancement.

This license is limited to anonymized and aggregated data that does not identify you or any individual user. Subatix will not use your individual, non-anonymized Recommendations for purposes other than providing the Service to you, unless you explicitly opt in to such use.

9.6 Subatix Intellectual Property

The Service, including all software, algorithms, technology, designs, trademarks, trade names, logos, and other intellectual property (excluding User Content and Recommendations), is and shall remain the exclusive property of Subatix, Inc. and its licensors. These Terms do not grant you any rights to use Subatix trademarks, logos, or branding.

9.7 Feedback

If you provide suggestions, feedback, or ideas about the Service ("Feedback"), you grant Subatix an irrevocable, royalty-free, worldwide license to use, modify, and incorporate such Feedback into the Service without obligation to you.

10. PROHIBITED USES AND REGULATED DATA

10.1 Regulated Data Types

Subatix is not designed, intended, or certified to process the following categories of regulated data:

Data Type	Regulation	Status
Protected Health Information (PHI)	HIPAA	Not Supported
Payment Card Industry data	PCI-DSS	Not Supported
Financial account numbers	Various	Not Supported
Export-controlled data	ITAR/EAR	Not Supported
Government classified information	Various	Not Supported
Children's personal information	COPPA	Not Supported

You are solely responsible for ensuring that your use of the Service complies with all applicable laws and regulations. Do not submit regulated data to the Service.

10.2 Prohibited Uses

You agree not to use the Service for any of the following purposes:

A. Malicious Activities

Creating, distributing, or deploying malware, viruses, or ransomware;
Developing weapons, explosives, or tools of mass destruction;
Hacking, unauthorized system access, or security exploitation;
Launching denial-of-service attacks.

B. Fraud and Deception

Generating disinformation, misinformation, or fake news;
Creating deepfakes or misleading synthetic media;
Phishing, identity theft, or impersonation;
Manipulating elections or civic processes.

C. Illegal Activities

Violating any applicable law or regulation;
Evading sanctions or export controls;
Money laundering or financial crimes;
Drug trafficking or other criminal enterprises.

D. Harmful Content

Generating content that harasses, threatens, or harms others;
Creating content involving child exploitation;
Producing hate speech or discriminatory content;
Promoting terrorism or violent extremism.

E. Intellectual Property Infringement

Infringing copyrights, trademarks, trade secrets, patents, or other intellectual property rights;
Using the Service to create unauthorized copies of protected works;
Circumventing digital rights management or copy protection systems.

F. Service Abuse

Circumventing security features, usage limits, or billing systems;
Reverse engineering, decompiling, or disassembling the Service;
Creating multiple accounts to exploit free trials;
Reselling or redistributing the Service without authorization;
Automated excessive requests that burden Service infrastructure.

G. Privacy Violations

Collecting or harvesting personal information without consent;
Violating others' privacy rights or data protection laws;
Using the Service to create surveillance tools or track individuals without consent.

10.3 Compliance Responsibility

You acknowledge that:

Subatix provides a general-purpose AI tool, not specialized compliance solutions;
You are responsible for your own regulatory compliance;
Subatix makes no representations about compliance certifications.

10.4 Enforcement

Violation of this Section 10 may result in:

Immediate account suspension or termination;
Reporting to law enforcement or regulatory authorities;
Legal action to recover damages;
Permanent ban from the Service.

11. SUPPORT AND SERVICE LEVELS

11.1 No Service Level Agreement

Subatix does not provide a Service Level Agreement (SLA) or uptime guarantee at this time. The Service is provided on an "as available" basis.

11.2 Customer Support

Support is available via email at:

support@subatix.com

We aim to respond to support inquiries within a reasonable timeframe, but do not guarantee specific response times.

11.3 No Priority Support Tiers

At launch, Subatix does not offer differentiated priority support tiers. All users receive the same level of support.

11.4 Service Availability

While we strive to maintain high availability, we do not guarantee uninterrupted access. The Service may be unavailable due to:

Scheduled maintenance;
Unscheduled technical issues;
Third-party provider outages;
Force majeure events.

12. DISCLAIMERS AND WARRANTIES

12.1 "As-Is" Service

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

12.2 AI Recommendations Disclaimer

CRITICAL AI DISCLAIMER:

Subatix utilizes artificial intelligence models that have inherent limitations:

Technical Limitations:

May produce inaccurate, incorrect, or fabricated information ("hallucinations");
Lack genuine reasoning, judgment, and creative thinking capabilities;
May produce repetitive or formulaic content;
May not understand context, nuance, sarcasm, idioms, or cultural references with human-level accuracy;
May struggle with complex tasks requiring multi-step reasoning;
Are based on training data that may be outdated, incomplete, or biased;
May produce incomplete, outdated, or misleading analysis;
May produce inconsistent results across similar queries.

Recommendations Characteristics:

Recommendations are generated automatically without human review by Subatix;
Recommendations may be similar or identical to those provided to other users;
Recommendations do not reflect Subatix's opinions or endorsement;
Recommendations may vary for the same or similar inputs.

YOU ACKNOWLEDGE AND AGREE THAT:

Subatix makes no warranty regarding the accuracy, reliability, completeness, or fitness for purpose of any AI-generated Recommendations;
You must independently verify all Recommendations before relying on them;
Subatix is not liable for any decisions, actions, or outcomes based on Recommendations;
Recommendations do not constitute professional advice (legal, financial, medical, tax, or otherwise);
You use Recommendations entirely at your own risk.

12.3 No Professional Advice

Recommendations do not constitute professional advice, including but not limited to legal, financial, medical, tax, or accounting advice. You should consult with appropriate licensed professionals before making decisions based on Recommendations.

12.4 Third-Party Dependencies

Subatix is not responsible for:

The accuracy, availability, or performance of third-party AI Providers;
AWS infrastructure availability or performance;
Stripe payment processing availability;
Your internet connectivity or device performance.

12.5 No Guarantee of Results

We do not guarantee that the Service will meet your requirements or achieve any particular results.

13. LIMITATION OF LIABILITY

13.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUBATIX, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY:

Indirect, incidental, special, consequential, or punitive damages;
Loss of profits, revenue, data, goodwill, or other intangible losses;
Damages resulting from AI-generated outputs or decisions based thereon;
Damages from unauthorized access or data breaches;
Damages from service interruptions or errors;
Damages from third-party conduct or content;

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER SUBATIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUBATIX'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE OR THESE TERMS SHALL NOT EXCEED:

THE GREATER OF: (A) THE TOTAL SUBSCRIPTION FEES PAID BY YOU TO SUBATIX IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED DOLLARS ($100.00 USD).

13.3 Basis of the Bargain

You acknowledge that Subatix has set its prices in reliance upon these limitations of liability, and that they form an essential basis of the bargain between you and Subatix.

13.4 Jurisdictional Limitations

Some jurisdictions do not allow exclusion of certain warranties or limitation of liability. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law.

14. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Subatix, Inc., its affiliates, subsidiaries, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

Your use or misuse of the Service;
Your violation of these Terms;
Your violation of any third-party rights, including intellectual property rights;
Your User Content;
Your decisions or actions based on Subatix Recommendations;
Your violation of any applicable law or regulation;
Your submission of regulated data in violation of Section 10.1;
Any fraudulent or unauthorized activity conducted through your account.

Subatix reserves the right to assume exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate with our defense.

15. TERMINATION

15.1 Termination by User

You may terminate your account at any time by:

Canceling through your account settings; or
Contacting support@subatix.com.

Upon termination, you remain responsible for any outstanding charges.

15.2 Termination by Subatix

Subatix may suspend or terminate your account immediately, without prior notice, for:

Violation of these Terms;
Fraudulent or illegal activity;
Non-payment or payment failures;
Security violations or abuse;
Conduct that exposes Subatix to legal liability;
Any other reason at our sole discretion.

15.3 Effect of Termination

Upon termination:

Your access to the Service immediately ceases;
Your Local Data remains on your device (Subatix cannot delete it);
Subatix retains logged data per our retention policies;
Billing data is retained per legal requirements;
Provisions that by their nature should survive termination will survive, including Sections 9, 10, 12, 13, 14, 16, 17, and 19.

16. GOVERNING LAW AND JURISDICTION

16.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

16.2 Jurisdiction

Subject to the arbitration provisions in Section 17, you agree to the exclusive personal and subject matter jurisdiction of the state and federal courts located in Delaware for any disputes arising from these Terms.

16.3 International Users

If you access the Service from outside the United States, you:

Are responsible for compliance with local laws;
Consent to data transfer to and processing in the United States;
Acknowledge that U.S. laws may differ from your local jurisdiction.

17. DISPUTE RESOLUTION AND ARBITRATION

READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

17.1 Informal Resolution

Before initiating formal dispute resolution, you agree to contact Subatix at support@subatix.com to attempt informal resolution. Both parties agree to negotiate in good faith for at least thirty (30) days.

17.2 Binding Arbitration

You and Subatix agree that any dispute, claim, or controversy arising from these Terms or the Service ("Disputes") shall be resolved through binding individual arbitration, except as provided in Section 17.7.

17.3 Arbitration Procedures

Arbitration shall be conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and, if applicable, its Consumer Arbitration Rules (collectively, "AAA Rules"), as modified by this Section 17.

Single arbitrator;
Arbitration location: Delaware (or mutually agreed location);
May be conducted by telephone, video, or written submissions;
Arbitrator's decision is final and binding.

You can access AAA Rules at www.adr.org.

17.4 Arbitration Costs

Each party will be responsible for its own arbitration costs and attorneys' fees, except:

Subatix will pay your filing, administration, and arbitrator fees if your claim is for less than $10,000 and not frivolous (as determined by the AAA Rules);
If you prevail on your claim and are awarded damages greater than any settlement offer Subatix made, Subatix will pay your reasonable attorneys' fees.

17.5 Class Action Waiver

YOU AND SUBATIX WAIVE THE RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE PROCEEDINGS. The arbitrator may not consolidate claims or preside over representative proceedings.

17.6 Opt-Out Right

You have thirty (30) days from first accepting these Terms to opt out of arbitration by sending written notice to:

Subatix, Inc.
Attn: Arbitration Opt-Out
3723 Greenville Ave STE 41033
Dallas, TX 75206

Or via email to: support@subatix.com

Your notice must include your name, email, and clear statement of opt-out intent. Opting out does not affect other Terms provisions.

17.7 Exceptions to Arbitration

Notwithstanding Section 17.2, either party may:

Bring a claim in small claims court if the claim qualifies for small claims court jurisdiction;
Seek injunctive or equitable relief in court to protect intellectual property rights or confidential information without first engaging in arbitration.

17.8 Severability

If any arbitration provision is found unenforceable, the parties agree to arbitration as modified to comply with applicable law. If the class action waiver is found unenforceable, the entire arbitration section is null and void.

18. MODIFICATIONS TO TERMS

18.1 Right to Modify

Subatix reserves the right to modify these Terms at any time.

18.2 Notice of Changes

We will provide at least fourteen (14) days' notice of material changes by:

Sending email to your registered address;
Posting notice within the Service;
Updating the "Last Updated" date.

18.3 Acceptance

Continued use of the Service after the effective date of changes constitutes acceptance. If you disagree with modified Terms, you must stop using the Service and terminate your account.

18.4 Emergency Changes

We may make immediate changes without advance notice if required by law or necessary to address security, fraud, or illegal activity.

19. GENERAL PROVISIONS

19.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Subatix regarding the Service and supersede all prior agreements and understandings.

19.2 Severability

If any provision is found invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision shall be modified to the minimum extent necessary.

19.3 Waiver

Failure to enforce any provision does not constitute waiver. Any waiver must be in writing.

19.4 Assignment

You may not assign these Terms without Subatix's written consent. Subatix may assign these Terms without restriction.

19.5 Force Majeure

Subatix is not liable for failures due to circumstances beyond reasonable control, including acts of God, war, terrorism, pandemics, government actions, natural disasters, or infrastructure failures.

19.6 No Partnership

Nothing creates a partnership, joint venture, employment, or agency relationship.

19.7 Export Compliance

You agree to comply with all applicable export and import control laws and regulations.

19.8 Notices

Subatix may provide notices via email or within the Service. Notices to Subatix should be sent to support@subatix.com.

19.9 Language

These Terms are in English. In case of translation conflicts, the English version controls.

19.10 Headings

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

19.11 Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights except as expressly stated herein.

20. CONTACT INFORMATION

Subatix, Inc.
A Delaware Corporation

3723 Greenville Ave STE 41033
Dallas, TX 75206

General Support & Inquiries: support@subatix.com

Website: www.subatix.com
Subprocessors List: www.subatix.com/subprocessors
Privacy Policy: www.subatix.com/privacy

ACKNOWLEDGMENT

BY CLICKING "I ACCEPT," "I AGREE," OR BY ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT:

You have read and understood these Terms of Use in their entirety;
You agree to be bound by these Terms;
You understand and accept the AI accuracy disclaimers and limitations in Section 12;
You understand and accept the limitation of liability provisions in Section 13;
You understand and agree to the arbitration agreement and class action waiver in Section 17;
You understand that your data will be processed by third-party AI providers;
You understand the intellectual property ownership provisions in Section 9;
You understand the no-refund policy in Section 7.7;
You understand that the Service can automatically create, edit, save, and delete files and folders within your Workspace with default settings, and anywhere on your machine if you enable expanded permissions (see Section 4.6);
You understand that the Service has command line access for file system operations and other automated tasks;
You are of legal age and have the authority to enter into this Agreement;
If accepting on behalf of an organization, you have authority to bind that organization.

If you do not agree to these Terms, you must immediately discontinue all use of the Service.

Subatix, Inc.
A Delaware Corporation
Effective as of January 12, 2026

END OF TERMS OF USE