AgentVisor

Manetu, Inc.   Version 2.0 (draft for review)   •   Effective date: [____________]   •   Last updated: June 2026

 

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Acceptance of this Agreement

This End User License Agreement (the “Agreement”) is a binding contract between you and Manetu, Inc. (“Manetu,” “we,” “us,” or “our”). It governs your download, installation, and use of the AgentVisor software. Please read it before you use the Software.

 

By clicking “I Agree,” by creating an AgentVisor account, or by downloading, installing, or using the Software, you agree to this Agreement. If you are agreeing on behalf of a company or other organization, you confirm that you have authority to bind that organization, and “you” means that organization. If you do not agree, do not download, install, or use the Software.

No physical signature is required. Your acceptance is recorded electronically and has the same effect as a signature. Enterprise deployments may instead be governed by a separate written agreement; where one is in force, that agreement controls and this one does not apply.

 

Plain-Language Summary

This summary is for convenience only. It is not part of the Agreement and does not change it. If the summary and the terms differ, the terms below control.

What you may do

Install and use AgentVisor in your own environment under the plan you selected, and use the Policy Engine to write and enforce the policies that govern your AI agents.

What you may not do

Resell, rent, or share the Software, reverse engineer it, remove our notices, exceed your plan limits, or use it to build a competing product.

Your data

AgentVisor runs inside your environment. We do not receive the data your agents read or act on. We do collect limited account and usage information, explained in Sections 6 and 7 and in our Privacy Policy.

Trial and free versions

Provided as is, with no warranty, support, or indemnity, and may change or stop at any time.

Ending it

You can stop using the Software at any time. Either of us can end this Agreement as set out in Section 9.

Our responsibility

Our liability to you is limited as set out in Sections 10 and 11. If you are a consumer, your local-law rights still apply (Section 13.5).

 

1. Definitions

“Agreement” means this End User License Agreement, together with the plan terms and any documents it refers to.

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“Software” or “AgentVisor” means the AgentVisor™ software you download or install, including the Policy Engine, agents, modules, APIs, command-line tools, and any updates and patches we provide, together with the Documentation.

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“Documentation” means the user guides, technical specifications, integration guides, API references, and pricing and plan pages we make available for the Software.

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“Policy Engine” means the Manetu PolicyEngine component within the Software that evaluates and enforces access-control policies.

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“Plan” means the tier you select, which sets your features, usage limits, fees, and support. Plans include Trial, Free, Personal, and Team/Business versions, each as described in Section 3.

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• “Trial Version” means a time-limited evaluation version of the Software.

• “Free Version” means a no-fee version of the Software offered for personal, non-commercial use, where we make one available.

• “Personal Plan” means a single-user paid version that permits one named individual to use the Software, including in that individual’s own professional or commercial work, but not for multi-user or organizational deployment.

• “Team/Business Plan” means a paid version that permits multiple Authorized Users within one organization, subject to the seat and usage limits of that Plan.

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“Authorized Users” means you, if you are an individual, or the individuals within your organization whom you permit to use the Software under your Plan.

“Licensee Data” means the data that you or your agents read, write, process, or act upon through the Software within your environment.

“AccessRecord” means a governed action mediated by the Software, which is the unit we use to meter usage.

“Usage Data” means the operational and usage information the Software sends to us, as described in Section 7. Usage Data does not include the content of Licensee Data.

“Privacy Policy” means our privacy policy at [https://www.manetu.com/privacy].

“Confidential Information” means our non-public materials that we mark or that you should reasonably understand to be confidential, including non-public Documentation and any pre-release or beta features.

 

2. License Grant

2.1 Grant

Subject to this Agreement and, for paid Plans, payment of the applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to install and use the Software within infrastructure you own or control, for your own internal business or professional purposes, in accordance with the Documentation and your Plan, during your trial or subscription period.

2.2 Scope of use

Under this license you may:

• install, configure, and deploy the Software within your own environment;

• permit Authorized Users to use the Software under your Plan;

• integrate the Software with your systems and third-party services using the provided APIs and connectors, as described in the Documentation; and

• use the Policy Engine to author, test, deploy, and enforce access-control policies governing your data, APIs, and AI agents.

2.3 Reservation of rights

We retain all right, title, and interest in and to the Software, including all intellectual property rights in it. You receive only the rights expressly granted in this Agreement. All other rights are reserved.

2.4 Eligibility

The Software is intended for businesses and for adults using it in a professional or personal capacity. It is not directed to children. You may use the Software only if you can form a binding contract where you live and, in any event, only if you are at least 18 years old, or the age of majority in your jurisdiction if higher. We do not knowingly collect personal information from children. If you accept on behalf of an organization, you confirm that you are authorized to do so. If we learn that we have collected personal information from a child contrary to this section, we will delete it.

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3. Plans, Trials, and Versions

3.1 Plans

The features, usage limits, fees, and support for your use are set by the Plan you select at signup and as described on our pricing and Documentation pages. We may? - I would omit may  offer Trial, Free, Personal, and Team/Business Plans.

3.2 Trial Versions

A Trial Version is licensed for evaluation only, for the trial period stated at signup or in the Documentation. When the trial period ends, your license ends, and you must stop using and remove the Software unless you have started a paid Plan. Trial Versions are provided as is, as described in Section 10.

3.3 Free and Personal use

A Free Version, where offered, is for personal, non-commercial use by one individual. A Personal Plan permits one named individual to use the Software, including in that individual’s own professional or commercial work, but does not permit deployment for an organization or for multiple users. Free Versions are provided as is, as described in Section 10.

3.4 Team/Business Plans

A Team/Business Plan permits multiple Authorized Users within one organization, subject to the seat and usage limits of the Plan. You are responsible for your Authorized Users’ compliance with this Agreement.

3.5 Enterprise

Enterprise deployments are governed by a separate written agreement and are not covered by this Agreement. Where such an agreement is in force between you and us, it controls.

 

4. Restrictions on Use

You will not, and will not permit any third party to:

• copy, modify, adapt, translate, or create derivative works of the Software, except as this Agreement expressly permits;

• reverse engineer, decompile, or disassemble the Software, or attempt to derive its source code or underlying ideas, why open this door?except to the extent applicable law expressly permits despite this restriction;

• sublicense, lease, rent, lend, sell, resell, distribute, or otherwise make the Software available to any third party, including as a service bureau or managed service;

• remove, alter, or obscure any proprietary notices, trademarks, or labels in or on the Software, including the AgentVisor™ marks;

• use the Software to build a competing product or service, or for competitive benchmarking, without our prior written consent;

• use the Software in violation of applicable law or third-party rights;

• circumvent, disable, or interfere with any security, authentication, license-enforcement, metering, or policy-enforcement feature of the Software; or

• exceed the usage limits, user counts, or processing volumes of your Plan.

 

5. Intellectual Property and Feedback

5.1 Ownership

The Software, the Documentation, and all modifications and improvements to them are and remain our exclusive property. This Agreement does not transfer any ownership interest to you.

5.2 Trademarks

AgentVisor™, Manetu, and the associated logos and marks are our trademarks. You may not use them without our prior written consent, except as reasonably necessary to identify the Software in your internal communications.

5.3 Feedback

If you give us suggestions, ideas, or other feedback about the Software, we may use it for any purpose without restriction or obligation to you.

5.4 Confidential Information

You will protect our Confidential Information with at least reasonable care and will not disclose it except to people who need it and who are bound by similar obligations. This does not apply to information that is or becomes public through no fault of yours, that you already had without restriction, or that you independently develop.

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6. Your Data

6.1 Your data stays in your environment

AgentVisor operates within infrastructure you own or control. We do not host, store, or receive Licensee Data, that is, the data your agents read, write, process, or act upon, except to the limited extent you choose to send it to us, for example in logs you attach to a support request.

6.2 Roles

Because the Software runs in your environment and we do not access Licensee Data in normal operation, we are not a processor or controller of Licensee Data. You are responsible for the lawful basis for, the security of, and the handling of Licensee Data, and for the configuration and actions of your agents and policies.

6.3 Security of your environment

You are responsible for securing the infrastructure where you deploy the Software, including access controls, network security, and key management. The security features the Software provides are described in the Documentation.

6.4 Account data

We process the limited personal data you provide to create and manage your account, such as name, email, and billing details, as a controller and in accordance with our Privacy Policy. Where we act as a processor of any personal data on your behalf, the Data Processing Addendum at [https://www.manetu.com/dpa] applies and is incorporated by reference.

 

7. Usage Data and Metering

7.1 What the Software sends us

The Software may collect and send us operational and usage information (“Usage Data”), including counts of governed actions (AccessRecords), feature and configuration metadata, version and environment information, and error and performance diagnostics.

7.2 What it does not send us

Usage Data does not include the content of Licensee Data or the substance or payloads of the actions your agents perform. We collect counts of and metadata about governed actions, not the data those actions process.

7.3 Why we collect it

We use Usage Data to meter and bill your use, to enforce license and Plan limits, to provide support, to secure the Software, and to improve our products.

7.4 Offline and air-gapped deployments

If you deploy the Software where it cannot send Usage Data to us, you agree to the metering and reporting method for your Plan described in the Documentation, and you agree not to disable or interfere with metering.

7.5 Privacy

We handle Usage Data in accordance with our Privacy Policy. You are responsible for configuring the Software so that no Licensee Data or personal data is included in Usage Data beyond what the Documentation specifies.

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8. Fees and Payment

8.1 Fees

Fees for paid Plans are as stated on our pricing pages or in your order at signup. Trial and Free Versions have no fee.

8.2 Billing and renewal

Unless stated otherwise, paid Plans are billed in advance and renew automatically for successive periods of equal length. You may cancel renewal at any time before the next renewal date through your account settings or by contacting us, and your cancellation takes effect at the end of the current period. We honor any cancellation and renewal rights that apply to you under consumer-protection law.

8.3 Taxes

Fees are exclusive of taxes. You are responsible for applicable taxes, other than taxes on our net income.

8.4 Late payment

Overdue amounts accrue interest at the lower of 1.5% per month or the maximum rate allowed by law.

8.5 Refunds

Fees are non-refundable except where required by law or expressly stated in your Plan.

 

9. Term and Termination

9.1 Term

This Agreement starts when you accept it and continues for your trial or subscription period. Paid Plans renew as described in Section 8.2.

9.2 Termination by you

You may stop using the Software and terminate this Agreement at any time by ceasing use and removing the Software. For paid Plans, see Section 8.2 and Section 8.5 regarding renewal and refunds.

9.3 Termination by us

We may terminate this Agreement on written notice if you materially breach it and do not cure within 30 days, and immediately if you breach Section 4, fail to pay, or if we discontinue a Trial or Free Version. We may suspend access where needed to prevent harm, security risk, or unlawful use.

9.4 Effect of termination

On termination or expiration, your license ends, and you must stop using and delete all copies of the Software. Because we do not hold Licensee Data, we have no obligation to return or export it. Sections 5, 6, 7 (as to Usage Data already collected), 8 (as to accrued and unpaid fees), 10, 11, 12, and 13 survive termination.

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10. Warranties and Disclaimers

10.1 Limited warranty (paid Plans only)

For paid Plans, during your subscription period, we warrant that the Software will perform substantially in accordance with the Documentation. If it does not, your sole remedy and our sole obligation is for us to correct the Software within a reasonable time or, if we cannot, to refund the fees you paid for the affected period.

10.2 Trial, Free, and pre-release versions

Trial, Free, beta, and pre-release versions are provided as is, with no warranty of any kind, and the warranty in Section 10.1 does not apply to them.

10.3 General disclaimer

EXCEPT AS STATED IN SECTION 10.1, THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED.

10.4 AI and autonomous agents

The Software governs and enforces policies over autonomous AI agents and the systems they touch. We do not control or guarantee the behavior or output of any AI model, agent, or system that you run or that interacts with the Software. You are solely responsible for selecting, configuring, deploying, supervising, and validating your agents and the policies you enforce through the Software.

10.5 High-risk uses

The Software is not designed or intended for use in environments where failure could lead to death, personal injury, or severe physical, environmental, or property damage. You will not use the Software for such purposes without appropriate independent safeguards, and you accept the risk of any such use.

11. Limitation of Liability

11.1 No indirect damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, GOODWILL, DATA, OR BUSINESS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on liability

OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED, FOR PAID PLANS, THE FEES YOU PAID US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, AND FOR TRIAL, FREE, AND PERSONAL FREE VERSIONS, ONE HUNDRED U.S. DOLLARS (USD 100). THIS CAP APPLIES TO ALL CLAIMS IN THE AGGREGATE, INCLUDING OUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 12.

11.3 Exceptions

The exclusions and cap above do not apply to your breach of Section 4 (Restrictions) or Section 5 (Intellectual Property), your payment obligations, your indemnification obligations under Section 12.2, or to liability that cannot be limited under applicable law, including liability for death or personal injury caused by negligence, or for fraud.

11.4 Consumer rights

Nothing in this Section limits any liability that cannot be limited under mandatory law that applies to you. If you are a consumer, your statutory rights are not affected. See Section 13.5.

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12. Indemnification

12.1 By us (paid Plans only)

For paid Plans, we will defend you against a third-party claim that the Software, as provided by us and used in accordance with this Agreement, infringes that third party’s intellectual property rights, and we will pay the damages and costs finally awarded against you or agreed by us in settlement. This obligation does not apply to claims arising from: combination of the Software with products or data not provided by us; modifications not made by us; use outside the Documentation or in breach of this Agreement; or Trial, Free, or beta versions. If the Software is or may become subject to such a claim, we may, at our option, obtain the right for you to keep using it, modify or replace it, or refund the fees for the affected period and terminate the affected license. This Section states your sole remedy and our entire liability for intellectual-property claims, and it is subject to the cap in Section 11.2.

12.2 By you

You will defend and indemnify us against third-party claims arising from your use of the Software in breach of this Agreement, your Licensee Data, your policies or configurations, the actions of your agents, or your violation of law.

12.3 Procedure

The party seeking indemnity will give prompt written notice of the claim, let the indemnifying party control the defense and settlement of claims it is defending (with no settlement that imposes a non-monetary obligation on the other party without consent), and provide reasonable cooperation at the indemnifying party’s expense.

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13. General Terms

13.1 Open-source and third-party components

The Software includes open-source and other third-party components listed in a notices file included with the Software or in the Documentation. Those components are licensed under their own terms, which govern those components. Where a third-party license conflicts with this Agreement, the third-party license controls for that component only.

13.2 Support

We provide support for paid Plans as described for your Plan. Trial and Free Versions may include no support. We may change the scope of support on reasonable notice.

13.3 Changes to this Agreement

We may update this Agreement. We will give notice of material changes at least 30 days in advance, by email or in the Software. If you continue to use the Software after the changes take effect, you accept them. If you do not agree, your remedy is to stop using the Software and cancel before the changes take effect.

13.4 Governing law and venue

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law rules, and the state and federal courts in Delaware have exclusive jurisdiction, except where mandatory law that applies to you provides otherwise. If you are a consumer, you may also have the right to bring claims in, and to rely on the mandatory law of, your home jurisdiction.

13.5 Consumers in the EEA, the United Kingdom, and Ireland

If you use the Software as a consumer, nothing in this Agreement removes or limits your mandatory statutory rights. Where any term of this Agreement conflicts with consumer-protection law that applies to you, that law prevails and the term applies only to the extent permitted. In particular, the venue and some limitation terms above may not apply to you.

13.6 Assignment

You may not assign or transfer this Agreement without our prior written consent. We may assign it in connection with a merger, acquisition, or sale of all or substantially all of our assets. Any attempted assignment in breach of this Section is void.

13.7 Severability and waiver

If any provision is held unenforceable, it will be modified to the minimum extent needed to make it enforceable, and the rest of the Agreement stays in effect. A failure to enforce a right is not a waiver of it.

13.8 Force majeure

Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, provided it gives prompt notice and makes reasonable efforts to mitigate.

13.9 Notices

We may give you notices by email or through the Software. You may give us notices at Manetu, Inc., [street address], Ridgewood, New Jersey, [ZIP], Attn: Legal, with a copy to [legal@manetu.com].

13.10 Export compliance

You will comply with applicable export and sanctions laws, including the U.S. Export Administration Regulations and programs administered by the U.S. Office of Foreign Assets Control, and you will not export or use the Software in violation of them.

13.11 U.S. government end users

The Software is “commercial computer software” under 48 C.F.R. 2.101. If you are a U.S. Government agency or contractor, the Software is provided with only the rights granted in this Agreement, consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202.

13.12 Independent contractors

The parties are independent contractors. This Agreement does not create any partnership, joint venture, employment, or agency relationship.

13.13 Entire agreement

This Agreement, together with your Plan terms and the documents it refers to, is the entire agreement between you and us about the Software, and it supersedes any prior or contemporaneous agreements about it. If you have a separate signed agreement with us covering the Software, that agreement controls.

 

By downloading, installing, or using AgentVisor, you acknowledge that you have read and agree to this Agreement.