Terms of Service

Welcome to BackThread. These Terms of Service (this “Agreement”) are agreed to between BackThread LLC (“BackThread”, “Company”, “we”, “us”, or “our”) and you as an individual or legal entity (“you” or “your”).

BackThread offers a proprietary artificial intelligence middleware toolkit for building agentic AI applications and integrating AI agent functionality into existing software systems (the “Platform”). You may access the Platform through the website located at backthread.ai or through other websites operated by or on behalf of BackThread (each, a “Site”), through BackThread’s proprietary APIs, or using software development kits provided by or on behalf of BackThread (each, an “SDK”, and each Site, SDK, and API are treated as a part of the “Platform” for purposes of this Agreement).

The Platform provides Users (as defined below) with the ability to create, configure, and manage AI agent networks, integrate AI functionality into existing systems, and access related services, features, and functionality (collectively, the “Services”). Please note, BackThread may also provide automated features and services to communicate with you.

This Agreement applies to the Platform and Services available through the Platform, regardless of the Site, SDK, or API through which you access or use the Platform or Services. PLEASE CAREFULLY READ THIS AGREEMENT. By accessing or using any part of the Platform or Services, by clicking a box that states that you accept or agree to this Agreement, or by otherwise indicating your assent to this Agreement, you agree that you have read and agree to be bound by this Agreement.

SECTION 18 (DISPUTE RESOLUTION) OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN YOU AND BACKTHREAD ARE RESOLVED. IN PARTICULAR, THE ARBITRATION AGREEMENT IN SECTION 18 (DISPUTE RESOLUTION) WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND BACKTHREAD TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. PLEASE SEE SECTION 18 (DISPUTE RESOLUTION) FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT AND OTHER LIMITATIONS.

If you do not agree to be bound by this Agreement or do not meet the qualifications included in this Agreement, BackThread is not willing to provide you with access to or use of the Platform or Services and you must not access or use the Platform or Services. If you access or use the Platform or Services, you acknowledge that you meet the qualifications included in this Agreement.

1.Definitions and General Terms

Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States of America.

This Agreement is entered into as of the earlier of the date you first download or install any SDK, first access or use the Platform or Services, or create an Account (the “Effective Date”) and will continue until terminated as set forth herein.

BackThread may, at any time, modify, deprecate, or discontinue all or part of the Platform or Services or change, modify, or waive fees required to use the Platform or Services. BackThread may also charge a fee for any features or functions of the Platform or Services at any time. In the event BackThread discontinues the Platform or Services (or any part thereof) either permanently or temporarily, your right to use the Platform or Services (or particular part thereof) will be automatically terminated or suspended, as the case may be. If that happens, unless applicable law requires otherwise, BackThread is not required to provide any refund, benefit, or other compensation to you in connection with any such discontinued elements of the Platform or Services previously obtained by you. BackThread also reserves the right, in its sole discretion at any time, to modify this Agreement. When changes are made, BackThread will make a new copy of this Agreement available on the Platform. BackThread will also update the “Last Updated” date at the top of this Agreement. BackThread will inform you of the presence of any changes to this Agreement by posting those changes on the Platform or by providing you with notice through the Platform. Any modifications will be effective immediately upon posting on the Platform or delivery of such notice through the Platform. You may terminate this Agreement as set forth below if you object to any such modifications, and in such case, you shall stop any use of the Platform and Services. Otherwise, you will be deemed to have agreed to any and all modifications through your continued use of the Platform or Services following such notice period. PLEASE REGULARLY CHECK THE PLATFORM TO VIEW THE THEN-CURRENT VERSION OF THIS AGREEMENT.

2.Eligibility

You must be 18 years of age or older to access or use the Platform or Services, and you must be located in, or a resident of, the United States. By accessing or using the Platform or Services, you represent that: (1) you are at least 18 years old; and (2) you are located in, or a resident of, the United States. The Platform and Services are currently available only in the United States and are intended to be used only by individuals and entities that can form legally binding contracts under applicable law. By accessing or using the Platform or Services you agree that you meet these eligibility requirements.

3.Accounts and Registration

Account Creation. Before accessing the Platform and Services, you and any person you authorize to access the Platform or Services, as well as any other end user thereof (you and any such third party, each, a “User”) are required to establish an account on the Platform (an “Account”). Approval of your request to establish an Account will be at the sole discretion of BackThread. Each Account and the user identification and password for each Account (the “Account ID”) is personal in nature. Each Account is for the respective User’s personal use and each respective Account ID may be used only by such User alone; thus, your Account is for your personal use only and each Account ID of yours may be used only by you alone. You may not distribute or transfer your Account or Account ID or provide a third party with the right to access your Account or Account ID. You are solely responsible for all use of the Platform and Services through your Account. You will ensure the security and confidentiality of your Account ID and will notify BackThread immediately if your Account ID is lost, stolen, or otherwise compromised. You are fully responsible for all liabilities and damages incurred through the use of your Account or under your Account ID (whether lawful or unlawful) and any transactions completed through your Account or under your Account ID will be deemed to have been lawfully completed by you.

Account Registration. In connection with establishing an Account, you will be asked to submit certain information about yourself (“Registration Information”), including your name, email or phone number (which will be subject to two-step authentication), and password. You may also be required to provide additional information such as your state and country of residence as required for compliance with applicable laws. You represent and warrant that: (a) all Registration Information you provide will be accurate, complete, and current; and (b) you will maintain and promptly update your Registration Information to keep it accurate, complete, and current. You may not: (i) use or input Registration Information of another person with the intent to impersonate that person; and (ii) use or input Registration Information that BackThread, in its sole discretion, deems offensive.

4.Content and Data

User Content. “User Content” means any and all data, information, code, configurations, prompts, instructions, database structures, file contents, and other content (including text, metadata, and other media) that a User makes available to BackThread or otherwise in connection with their use of the Platform or Services, including any such Content that a User provides, uploads, or transfers to the Platform or generates through the User’s Account. You are solely responsible for Your User Content. You assume all risks associated with use of Your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of Your User Content that makes you or any third party personally identifiable. BackThread is not obligated to back up any User Content. BackThread may delete User Content at any time, for any reason or no reason, without notice.

Prohibited Content. You shall not upload to the Platform or otherwise submit or make accessible to the Services or BackThread any personally identifiable information, protected health information, financial account information, government-issued identifiers, or other sensitive personal data (“Prohibited Content”). The Platform and Services are designed to work with deidentified data only. You represent and warrant that you will only submit completely deidentified data to the Platform. You acknowledge that: (a) the Platform and Services are not intended for the management or protection of Prohibited Content and may not provide adequate or legally required security for Prohibited Content; and (b) BackThread will have no liability for any failure to provide protections set forth in any laws or standards applicable to such Prohibited Content or to otherwise protect the Prohibited Content.

Acceptable Use Policy. You agree, represent, and warrant not to use the Platform or Services to collect, upload, transmit, display, analyze, or distribute any User Content that: (a) violates this Agreement, including the Privacy Policy, or any applicable laws, rules, or regulations; (b) constitutes an infringement, misappropriation, or violation of any intellectual property rights or other rights of any third party; (c) is unlawful, harassing, abusive, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, pornographic, sexually explicit, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, promotes illegal activities, or is otherwise objectionable or illegal in any way; (d) is harmful to minors in any way; (e) would cause BackThread to violate any applicable laws; (f) constitutes unlawful or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages; (g) would cause you to violate any obligations or restrictions imposed by any third party; or (h) constitutes Prohibited Content.

Feedback. If you provide BackThread with any feedback or suggestions regarding the Platform or any Services (“Feedback”), you hereby assign to BackThread all right, title, and interest in and to the Feedback and agree that BackThread shall have the right to use such Feedback and related information in any manner it deems appropriate without a duty of accounting to you. BackThread will treat any Feedback you provide to BackThread as non-confidential and non-proprietary.

5.Platform Access and Use

Platform License. Subject to your compliance with this Agreement, BackThread grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform and Services solely for lawful purposes and only in accordance with the terms of this Agreement.

SDK License. Subject to your compliance with this Agreement, you may download and use BackThread’s SDKs solely for the purpose of integrating with and accessing the Platform and Services. You may install or use each SDK only on computers or systems owned or controlled by you and used only for your own business purposes in accordance with this Agreement. You are granted no other licenses or rights in or to any SDK.

AI Models and Third-Party Services. You acknowledge and agree that the Platform and Services may use artificial intelligence models and third-party services. Currently, BackThread uses OpenAI for language model processing, but BackThread makes no guarantee that your requests will use OpenAI models or that the same models will be used consistently over time. BackThread reserves the right to change, modify, or replace the underlying AI models at any time without notice. You acknowledge that: (a) AI-generated outputs may contain inaccuracies and should not be relied upon without independent verification; (b) AI models may not have access to the most current information; and (c) AI outputs may not account for recent events or changes.

Usage Data. BackThread may collect, generate, and maintain anonymized information about how you use the Platform and Services, including statistics, trends, metadata on tool usage, and system performance data (“Usage Data”), which BackThread may use to improve the Platform and Services and further develop BackThread’s offerings. Such Usage Data will not be used in a way that individually identifies you.

6.Agent Networks and Data Handling

Agent Creation and Management. The Platform enables you to create and manage AI agent networks. Each agent may learn and adapt its behavior based on user interactions, creating user-specific behaviors and memories that are scoped to individual agents and users. Learning and behavioral adaptation is strictly contained within your account and will not affect other users’ agents or experiences.

Data Scoping and Privacy. BackThread does not train AI models on your User Content or personal data. Agent learning is local to specific users and agents. Metadata collected about agent behavior and tool usage is anonymized and cannot be mapped back to individual users. BackThread maintains conversation logs for individual agents but does not share or cross-reference these logs between different users or accounts.

Data Deletion. You may request deletion of specific agent data or resources at any time. Upon such request, BackThread will cascade delete all associated data from its systems. Complete deletion from backup snapshots may take up to one week. BackThread cannot delete individual user data from multi-user shared agents, as such data is anonymized on BackThread’s systems.

7.Fees and Payment

Payment Structure. BackThread’s services are provided on a usage-based pricing model using tokens. You must purchase tokens prior to using the Platform and Services. Token costs vary based on the resources and services used by your agents. BackThread currently offers basic and enterprise pricing tiers.

Token Purchases. Tokens must be purchased in advance through BackThread’s website or API. Consumed tokens are non-refundable. Unused token balances are refundable on request within thirty (30) days of purchase, at BackThread’s discretion; refunds are issued to the original payment method. BackThread may establish minimum and maximum account balance requirements. Payment is processed through a third-party payment processor, and BackThread reserves the right to change payment processors at any time.

Pricing Changes. BackThread may change its pricing and token costs at any time with a few days’ notice posted on the website. Previously purchased tokens are not eligible for discounted services if pricing decreases.

8.Subscriptions

Subscription Terms. BackThread offers monthly and yearly subscription plans for enterprise tiers. Subscriptions automatically renew unless cancelled at least one day prior to the renewal date. Once a monthly subscription cycle begins, cancellation is not permitted during that cycle.

Payment and Billing. All subscription fees are due in advance of each billing cycle. BackThread will not allow prepayment for future subscription cycles except in narrow windows immediately preceding the cycle. Your designated payment method will be charged at the beginning of each subscription term.

Cancellation. You may cancel your subscription through the Platform or by contacting BackThread at support@backthread.ai. Cancellation will be effective at the end of the then-current billing cycle. For yearly subscriptions, BackThread may allow early termination but reserves the right to impose financial penalties and reject future service requests.

9.Beta Services

Unless expressly specified otherwise, the Platform and Services are provided to you solely as beta offerings. Beta services are offered for trial and evaluation purposes and may be modified or discontinued at BackThread’s sole discretion. Beta services may be incomplete or include features that BackThread may never release. Notwithstanding anything else in this Agreement: (a) BackThread’s cumulative liability relating to beta services is limited to direct damages not exceeding the greater of $10 or amounts you paid in the immediately preceding 6-month period; (b) BackThread has no obligation to retain User Content used with beta services; and (c) beta services are provided on an “AS-IS” and “AS AVAILABLE” basis without warranty, support, or service level guarantees.

10.Platform Technology

The Platform, Services, databases, software, hardware, and other technology used by BackThread (collectively, the “Technology”) constitute valuable trade secrets. You agree not to: (1) access the Technology except as expressly provided in this Agreement; (2) use the Technology unlawfully or in any manner that could damage or impair it; (3) upload malicious software; (4) collect information about other users without consent; (5) alter, modify, or create derivative works of the Technology; (6) remove proprietary notices; (7) distribute, sell, or transfer access rights; (8) reverse engineer or attempt to derive the method of operation; (9) circumvent technological protection measures; (10) interfere with the operation or hosting; (11) monitor availability or functionality; or (12) use automated agents to collect information.

11.Ownership and Rights

BackThread Technology. BackThread retains all right, title, and interest, including all intellectual property rights, in and to the Technology. The names and logos of BackThread and all product and service names are trademarks of BackThread (“Service Marks”) and you are granted no right or license to use the Service Marks.

Your User Content. As between you and BackThread, you retain ownership of Your User Content. However, by providing User Content through the Platform, you grant BackThread a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, copy, store, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display Your User Content solely for the purpose of providing the Platform and Services to you.

12.Representations and Warranties

You represent and warrant that: (a) you have the legal right and authority to enter into this Agreement; (b) this Agreement forms a binding legal obligation on your behalf; (c) you have the legal right and authority to perform your obligations under this Agreement; (d) Your User Content and your use of the Platform and Services will comply with all applicable laws; and (e) you will only submit deidentified data to the Platform and will not upload any Prohibited Content.

13.Disclaimers

THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. BACKTHREAD EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, AND NON-INFRINGEMENT. BACKTHREAD DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR ADEQUACY OF THE PLATFORM OR SERVICES.

14.Indemnification

You agree to indemnify, defend, and hold harmless BackThread and its officers, directors, shareholders, affiliates, employees, agents, contractors, and successors from any claims, losses, liabilities, damages, fees, expenses, and costs arising from: (1) your access to or use of the Platform or Services; (2) Your User Content; (3) your violation of applicable laws; or (4) your breach of this Agreement.

15.Limitation of Liability

BACKTHREAD’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE GREATER OF $10 OR THE TOTAL AMOUNT PAID BY YOU TO BACKTHREAD IN THE 6-MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY. BACKTHREAD WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF REVENUES, PROFITS, OR REPUTATION, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE SERVICES.

16.Termination

This Agreement may be terminated by either party at any time upon notice. Upon termination: (1) all rights and licenses granted to you will terminate; (2) you will immediately cease use of the Platform and Services; (3) you will delete any SDKs you have downloaded; and (4) BackThread may delete your Account and User Content. If you request data purging, BackThread will cascade delete all your data, though complete removal from backup snapshots may take up to one week.

17.Data Privacy

BackThread’s privacy policy is located at https://backthread.ai/privacy (“Privacy Policy”). Please review the Privacy Policy to learn about what personal information BackThread may collect, how it may be used, and with whom it may be shared.

18.Dispute Resolution

PLEASE READ SECTION 18 OF THESE TERMS CAREFULLY.

Applicability. Any dispute relating to your access to or use of the Platform or Services will be resolved by binding arbitration, except that (a) you may assert claims in small claims court if they qualify, and (b) either party may seek equitable relief in court for intellectual property infringement.

Arbitration Rules. The Federal Arbitration Act governs this arbitration agreement. To begin arbitration, send a letter requesting arbitration to BackThread LLC, Attn: Legal Department, 215 S Wadsworth Blvd, Suite 400, Lakewood, CO 80226. Arbitration will be conducted by JAMS under their Streamlined Arbitration Rules for claims under $250,000 and Comprehensive Arbitration Rules for larger claims.

Waiver of Jury Trial. YOU AND BACKTHREAD WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY.

Class Action Waiver. ALL CLAIMS MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS.

Opt-Out Right. You may opt out of this arbitration agreement by sending written notice to BackThread at the address above within 30 days after first becoming subject to this Agreement.

19.Governing Law and Venue

This Agreement is governed by the laws of the State of Colorado, consistent with the Federal Arbitration Act. Subject to the arbitration provisions above, any legal actions must be brought exclusively in federal or state courts located in the State of Colorado.

20.Notices

BackThread may provide notices to you via email or by posting on the Platform. Notices to BackThread should be sent to:

21.Additional Terms

This Agreement is the complete understanding between the parties regarding your use of the Platform and Services. This Agreement may only be modified by a writing signed by both parties. If any provision is unenforceable, it will be modified to comply with applicable law and the remaining provisions will remain in effect. You may not assign this Agreement without BackThread’s prior written approval. BackThread may assign this Agreement to any party that assumes its obligations hereunder.

22.Contact Information