Terms of Service
AGIRAILS Inc.
Last Updated: December 21, 2025
1. Agreement to Terms
By accessing or using AGIRAILS services, you agree to be bound by these Terms of Service ("Terms"). If you do not agree, do not use our services.
"Services" includes:
- AGIRAILS SDK (TypeScript, Python)
- AGIRAILS CLI
- Web Dashboard
- n8n Community Node
- Smart contracts deployed on blockchain networks
- Documentation website (with AI assistant)
These Terms constitute a legally binding agreement between you and AGIRAILS Inc., a Delaware C-Corporation.
2. Eligibility
To use AGIRAILS, you must:
| Requirement | Description |
|---|---|
| Age | Be at least 18 years old |
| Legal capacity | Have the legal authority to enter into binding agreements |
| Jurisdiction | Not be located in a jurisdiction where use is prohibited |
| Sanctions | Not be on any US or international sanctions list (OFAC, UN, EU) |
| Compliance | Agree to comply with all applicable laws and regulations |
By using our services, you represent and warrant that you meet all eligibility requirements.
3. Account Registration
3.1 Account Creation
To access certain features, you may need to create an account. You agree to:
- •Provide accurate and complete information
- •Maintain the security of your account credentials
- •Promptly update any information that becomes inaccurate
- •Accept responsibility for all activities under your account
3.2 Wallet Connection
AGIRAILS uses blockchain wallet authentication. You are solely responsible for:
- •Securing your private keys and seed phrases
- •All transactions initiated from your connected wallet
- •Any losses resulting from compromised wallet credentials
We never have access to your private keys. AGIRAILS cannot recover lost wallets or reverse blockchain transactions.
4. Services Description
4.1 What AGIRAILS Provides
AGIRAILS implements the Agent Commerce Transaction Protocol (ACTP), providing:
| Service | Description |
|---|---|
| Transaction Protocol | 8-state lifecycle for AI agent commerce |
| Escrow System | USDC-based escrow for secure transactions |
| Reputation System | On-chain attestations for agent trust scores |
| SDK & Tools | Developer tools for protocol integration |
| Documentation | Guides, API references, and tutorials |
4.2 What AGIRAILS Does NOT Provide
AGIRAILS is infrastructure, not a marketplace. We do not:
- •Match buyers with sellers
- •Guarantee the quality of services provided by agents
- •Provide custody of user funds (non-custodial escrow)
- •Offer financial, legal, or investment advice
- •Guarantee uptime or availability (see §10)
5. Fees and Payments
5.1 Platform Fee
| Fee Type | Amount | When Applied |
|---|---|---|
| Transaction Fee | 1% of transaction value | On successful settlement |
| Minimum Fee | $0.05 USDC | When 1% is less than $0.05 |
Fee Calculation:
Examples:
| Transaction | Calculation | Fee |
|---|---|---|
| $1.00 | max($0.01, $0.05) | $0.05 |
| $5.00 | max($0.05, $0.05) | $0.05 |
| $100.00 | max($1.00, $0.05) | $1.00 |
| $1,000.00 | max($10.00, $0.05) | $10.00 |
5.2 Blockchain Gas Fees
You are responsible for all blockchain gas fees (network transaction costs). Gas fees are:
- •Paid directly to network validators, not AGIRAILS
- •Variable based on network congestion
- •Non-refundable regardless of transaction outcome
5.3 No Hidden Fees
We do not charge:
- •Account creation fees
- •Monthly subscription fees
- •API access fees (rate limits apply)
- •Withdrawal fees
5.4 Fee Changes
We may modify fees with 30 days notice. Changes will be announced via email and dashboard notification, posted on our website, and applied only to new transactions after effective date.
6. Acceptable Use Policy
6.1 Permitted Uses
You may use AGIRAILS to:
- •Build and deploy AI agents that transact via ACTP
- •Integrate the SDK into your applications
- •Create, fund, and settle transactions
- •Build reputation through successful transactions
6.2 Prohibited Uses
You must NOT use AGIRAILS to:
| Category | Prohibited Activities |
|---|---|
| Illegal Activity | Money laundering, terrorist financing, fraud, tax evasion |
| Sanctions Evasion | Transactions with sanctioned entities or jurisdictions |
| Harmful Content | Services involving illegal content, exploitation, or harm |
| Market Manipulation | Wash trading, fake transactions, artificial reputation |
| System Abuse | DDoS attacks, unauthorized access, smart contract exploits |
| Spam | Mass creation of fake accounts or transactions |
| Intellectual Property | Infringing on third-party copyrights, trademarks, or patents |
6.3 Enforcement
Violations may result in:
- •Immediate account suspension
- •Permanent ban from services
- •Forfeiture of escrowed funds (sent to affected parties)
- •Reporting to law enforcement
- •Legal action for damages
6.4 Compliance & Verification (KYC/AML)
Identity Verification: We reserve the right to require identity verification ("Know Your Customer" or KYC):
| Trigger | Verification Required |
|---|---|
| Transactions exceeding $10,000 in any 30-day period | Government ID, proof of address |
| Transaction patterns triggering fraud monitoring | Additional documentation |
| Business/enterprise accounts | Business registration, beneficial ownership |
| As required by applicable law or regulation | Per regulatory requirements |
Transaction Monitoring: We monitor for suspicious activity including structuring, transactions involving flagged addresses, patterns consistent with money laundering, and unusual velocity or volume.
Reporting: Suspicious activity may be reported to FinCEN, law enforcement, or other regulatory authorities as required by law. We may be prohibited from informing you of such reports.
Cooperation: You agree to promptly provide requested verification documents. Failure to comply may result in account suspension or termination.
6.5 Data Retention
We retain certain data for compliance purposes:
| Data Type | Retention Period | Reason |
|---|---|---|
| Transaction records | 7 years | Bank Secrecy Act, tax reporting |
| KYC documentation | 5 years after account closure | AML regulations |
| Communication logs | 3 years | Dispute resolution, legal holds |
| Blockchain data | Permanent | Immutable by design |
After the retention period, data is anonymized or securely deleted per our Privacy Policy.
7. Blockchain-Specific Terms
7.1 Immutability
Blockchain transactions are irreversible. Once a transaction is confirmed, it cannot be undone, modified, or deleted. AGIRAILS cannot reverse or cancel it. The transaction record is permanent and public.
Think carefully before confirming any transaction.
7.2 Smart Contract Risks
Our smart contracts are:
- •Audited by third-party security firms
- •Open-source and publicly verifiable
- •Deployed as immutable code (not upgradeable)
However, smart contracts may contain undiscovered vulnerabilities. By using AGIRAILS, you accept this inherent risk of blockchain technology.
7.3 Network Risks
Blockchain networks may experience:
- •Congestion causing delayed transactions
- •Forks creating temporary uncertainty
- •Outages affecting service availability
- •Validator issues affecting finality
AGIRAILS is not responsible for blockchain network failures outside our control.
7.4 Wallet Responsibility
You are solely responsible for:
- •Safeguarding private keys and seed phrases
- •Verifying transaction details before signing
- •Understanding gas fees and network selection
- •Any transactions signed by your wallet
Lost private keys cannot be recovered. AGIRAILS cannot access your wallet.
8. Escrow Terms
8.1 How Escrow Works
| State | Description | Funds Location |
|---|---|---|
| INITIATED | Transaction created | Requester wallet |
| COMMITTED | Escrow funded | AGIRAILS Escrow Contract |
| DELIVERED | Work completed, proof submitted | AGIRAILS Escrow Contract |
| SETTLED | Payment released | Provider wallet |
| DISPUTED | Under dispute resolution | AGIRAILS Escrow Contract |
| CANCELLED | Transaction cancelled | Returned to requester |
8.2 Non-Custodial Design
AGIRAILS escrow is non-custodial:
- •Funds are held in audited smart contracts, not AGIRAILS bank accounts
- •Release conditions are enforced by code, not human discretion
- •AGIRAILS cannot unilaterally access or move escrowed funds
8.3 Dispute Resolution
If a dispute arises:
- Either party can raise a dispute within the dispute window
- Disputes are resolved through off-chain arbitration
- Arbitration decision is final and binding
- Funds are released according to arbitration outcome
Dispute Penalties: If requester loses dispute: Forfeits escrowed amount + platform fee. If provider loses dispute: Loses payment, may face reputation penalty.
8.4 Abandoned Transactions
Transactions not completed within the deadline may be cancelled by the requester, auto-cancelled after extended inactivity, with funds returned to the requester minus gas fees.
9. Intellectual Property
9.1 AGIRAILS IP
AGIRAILS retains all rights to:
- •AGIRAILS brand, logo, and trademarks
- •Proprietary software and infrastructure
- •Documentation and educational content
- •Data analytics and aggregated insights
9.2 Open-Source Components
The ACTP protocol specification and SDK are released under open-source licenses (MIT/Apache 2.0). You may:
- •Use, modify, and distribute open-source components
- •Build commercial products using the SDK
- •Contribute improvements back to the project
9.3 Your Content
You retain ownership of:
- •Your AI agents and their code
- •Data you process through AGIRAILS
- •Content you create using our services
By using AGIRAILS, you grant us a limited license to process your transactions as described in these Terms, display anonymized, aggregated statistics, and use your logo/name as a customer reference (with permission).
10. Disclaimers
10.1 "As Is" Service
AGIRAILS IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING:
- •MERCHANTABILITY
- •FITNESS FOR A PARTICULAR PURPOSE
- •NON-INFRINGEMENT
- •ACCURACY OR RELIABILITY
- •UNINTERRUPTED OR ERROR-FREE OPERATION
10.2 No Financial Advice
AGIRAILS does not provide:
- •Investment advice
- •Financial planning services
- •Tax advice
- •Legal counsel
Consult qualified professionals for financial, legal, or tax matters.
10.3 Third-Party Services
We integrate with third-party services (blockchain networks, wallet providers, etc.). We are not responsible for:
- •Third-party service outages or failures
- •Changes to third-party terms or APIs
- •Security breaches at third-party providers
- •Losses caused by third-party actions
10.4 Beta Features
Some features may be labeled "Beta" or "Experimental." These features:
- •May contain bugs or errors
- •May be modified or discontinued without notice
- •Are provided without additional warranties
11. Limitation of Liability
11.1 Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGIRAILS SHALL NOT BE LIABLE FOR:
- •Indirect, incidental, special, consequential, or punitive damages
- •Loss of profits, revenue, data, or business opportunities
- •Cost of substitute services
- •Damages arising from unauthorized access to your account
- •Damages caused by blockchain network issues
11.2 Liability Cap
OUR TOTAL LIABILITY SHALL NOT EXCEED:
| Claim Type | Maximum Liability |
|---|---|
| Service interruptions, API errors, performance issues | $100 USD |
| Security breaches caused by our negligence | Fees paid by you in the 12 months preceding the claim |
| Willful misconduct or gross negligence | No contractual cap (as required by law) |
For all other claims, liability is limited to the greater of fees paid in the prior 12 months or $100 USD.
11.3 Essential Purpose
These limitations apply even if we have been advised of the possibility of such damages, or a limited remedy fails of its essential purpose.
11.4 Jurisdictional Limitations
Some jurisdictions do not allow limitation of liability for certain damages. In such cases, our liability is limited to the maximum extent permitted by applicable law.
12. Indemnification
You agree to indemnify, defend, and hold harmless AGIRAILS, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including legal fees) arising from:
- •Your use of AGIRAILS services
- •Your violation of these Terms
- •Your violation of any third-party rights
- •Your AI agents' actions or outputs
- •Disputes between you and your counterparties
- •Any illegal or unauthorized use of your account
13. Dispute Resolution
13.1 Informal Resolution
Before initiating formal proceedings, you agree to contact us to attempt informal resolution. We will respond within 30 days.
13.2 Binding Arbitration
If informal resolution fails, disputes shall be resolved through binding arbitration under the rules of the American Arbitration Association (AAA).
Arbitration Terms:
- •Location: Delaware, USA (or virtual)
- •Language: English
- •Arbitrator: Single arbitrator selected per AAA rules
- •Decision: Final and binding
Arbitration Costs:
| Claim Amount | Fee Allocation |
|---|---|
| Under $10,000 | AGIRAILS pays all AAA filing and arbitrator fees |
| $10,000 or more | Costs split per AAA Commercial Rules |
If you prevail in arbitration, we will reimburse your reasonable attorney's fees up to $5,000.
13.3 Class Action Waiver
YOU WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS. All disputes must be brought individually, not as part of any class, consolidated, or representative proceeding.
13.4 Exceptions
The following may be brought in court:
- •Claims for injunctive relief
- •Intellectual property disputes
- •Small claims court matters (if eligible)
14. Termination
14.1 Your Right to Terminate
You may stop using AGIRAILS at any time. To close your account:
- Complete or cancel any active transactions
- Withdraw any funds from escrow
- Request account deletion at privacy@agirails.io
14.2 Our Right to Terminate
We may suspend or terminate your access:
- •Immediately for Terms violations
- •Immediately for illegal activity
- •With 30 days notice for any other reason
- •Immediately if required by law or regulation
14.3 Effect of Termination
Upon termination:
- •Your right to use services ends immediately
- •Active escrows will be resolved per escrow terms
- •Accrued fees remain payable
- •Provisions that should survive (IP, liability, disputes) continue
15. Governing Law
These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict of law principles.
Any legal action must be brought in the state or federal courts located in Delaware, and you consent to jurisdiction in those courts.
16. General Provisions
16.1 Entire Agreement
These Terms, together with our Privacy Policy, constitute the entire agreement between you and AGIRAILS regarding the services.
16.2 Severability
If any provision is found unenforceable, the remaining provisions continue in effect.
16.3 Waiver
Failure to enforce any provision does not waive our right to enforce it later.
16.4 Assignment
You may not assign these Terms without our consent. We may assign our rights and obligations without restriction.
16.5 Force Majeure
We are not liable for failures caused by circumstances beyond our control (natural disasters, war, government actions, blockchain network failures, etc.).
16.6 Notices
Notices to you will be sent to your registered email address. Notices to us should be sent via our contact page.
17. Changes to Terms
We may modify these Terms at any time. Changes will be:
- •Posted on this page with updated "Last Updated" date
- •Notified via email for material changes
- •Effective 30 days after posting (or immediately for legal requirements)
Continued use after changes constitutes acceptance of modified Terms.
18. Contact Information
AGIRAILS Inc.
For all inquiries (general, legal, privacy, security, or data protection matters), please use our contact page.