Agerius Terms and Conditions

Last updated: September 30, 2026

These Terms govern access to Agerius and services supplied by Shoon's LLC, 30 N Gould St, STE R, Sheridan, WY 82801, USA ("Agerius," "we," "us," or "our"). Questions may be sent to support@agerius.co.

By ordering or using a service, you agree to these Terms. If you act for an organization, you confirm that you have authority to bind it. "Customer" and "you" mean that organization or, if no organization is identified, the person placing the order.

Our Privacy Policy explains how we handle personal data. The Data Processing Addendum applies when we process personal data in customer repositories on the customer's behalf.

1. Business purpose and mandatory rights

Agerius is intended primarily for businesses and professional use. If you purchase as a consumer, nothing in these Terms excludes rights that applicable law does not permit you to waive. If a mandatory consumer rule conflicts with these Terms, the mandatory rule controls.

2. What Agerius provides

Agerius provides technical analysis and document-generation assistance that helps software companies understand how product behavior and code changes may affect privacy, policies, and compliance-related obligations.

Agerius does not provide legal advice, replace qualified legal counsel, issue certifications, or guarantee that a customer, product, report, or document is legally compliant. No lawyer-client relationship is created. Findings and generated documents are inputs for the customer's decisions and for review by qualified counsel.

3. Services

Compliance Audit

A technical review of the connected repositories within the agreed scope. It may identify observable product behavior, personal-data flows, relevant third-party services, and potential compliance concerns. Delivery includes a written findings report and one consolidated clarification round requested within 10 business days after delivery.

The Audit does not include implementation, a legal opinion, certification, repositories outside the order, or a new scan after remediation unless the order says otherwise.

Policy Pack

Draft Terms and Conditions, Privacy Policy, and Refund Policy based on the agreed product scope and information supplied by the customer. Unless the order states otherwise, it covers one company, one legal entity, one primary product, English-language documents, one primary jurisdiction, and one consolidated revision round requested within 10 business days after delivery.

The customer must review the drafts for factual accuracy and should obtain review by qualified legal counsel before publishing them.

Audit + Policy Pack

The Compliance Audit and Policy Pack delivered from one coordinated product review.

Continuous Compliance

Automated review of eligible pull requests in connected repositories, with alerts and explanations when changes may create compliance concerns or require legal documents to be reviewed. It may include recommended policy-change notes.

Continuous Compliance does not include a new full-codebase Audit, implementation of changes, unlimited consulting, guaranteed response times unless stated in the order, or complete rewriting of legal documents. Substantial document work is separately scoped and priced.

A Compliance Audit or Audit + Policy Pack completed within the previous 90 days is required when Continuous Compliance starts, unless we approve another baseline in writing.

Continuous Compliance is offered only when the automated GitHub App workflow is available for the agreed scope. Agerius does not substitute undisclosed manual source-code review for that workflow.

Custom Check Pack

Up to three closely related customer-specific rules, including rule definition, implementation, initial testing and tuning, ongoing execution, and ordinary maintenance while the rule's purpose and scope remain materially unchanged. An active Continuous Compliance subscription is required. New rules or material changes may require a new setup fee.

4. Automated analysis

The service uses automated systems, including commercial AI model APIs supplied by providers such as OpenAI and Anthropic. Automated findings and generated documents may be incomplete, outdated, or incorrect.

Agerius personnel do not review customer source code as part of normal service delivery. If human access is needed to resolve a customer-requested support issue, we will first request permission unless access is required to address a security incident or comply with law.

The customer is responsible for evaluating outputs, deciding whether and how to act, and obtaining professional advice appropriate to its business and jurisdictions.

5. Orders and scope

An "Order" is the checkout description, written proposal, order form, or email confirmation that identifies the purchased service, price, billing period, and agreed scope.

Founding pricing normally covers one company, one legal entity, one primary software product, the repositories reasonably required to operate that product, a standard commercial software architecture, and one primary jurisdiction for policy drafting.

Multiple materially different products, legal entities, jurisdictions, unusually complex legacy systems, or unsupported technologies may require a custom quote.

We confirm scope before payment. If information supplied by the customer is incomplete or inaccurate and materially changes the work, we may pause delivery and propose a revised scope. We will not add a charge without the customer's agreement.

If an Order conflicts with these Terms regarding price, billing frequency, delivery date, or specific scope, the Order controls for that subject. These Terms otherwise control.

6. Customer responsibilities

The customer must:

• provide accurate, complete, and timely product and business information;
• have authority to grant Agerius and its providers access to the selected repositories and materials;
• limit access to repositories reasonably needed for the purchased service;
• avoid supplying production datasets, unnecessary personal data, credentials, secrets, or material it is not authorized to provide;
• maintain backups and ordinary source-control protections;
• review all reports, findings, and generated documents before relying on or publishing them;
• obtain legal advice when appropriate; and
• comply with applicable law and third-party platform terms.

Delays caused by missing access, answers, approvals, or other customer dependencies extend any delivery estimate reasonably affected by the delay.

7. GitHub App and repository access

Repository access is provided through a GitHub App using the permissions displayed during installation. The customer controls which organization and repositories authorize the App and may revoke access through GitHub.

Agerius does not intentionally store persistent copies of customer source code on its own systems. Selected content is processed transiently and may be transmitted to approved AI inference providers as described in the Privacy Policy and Data Processing Addendum.

The customer authorizes this processing for the purchased service. Repository access ends when the App is uninstalled, authorization is revoked, or the applicable service terminates.

8. Continuous Compliance fair use

The founding subscription is designed for approximately 50 eligible pull requests per month across the covered product. This is a fair-use guideline, not an automatic per-PR charge.

Unless an Order states otherwise, one pull request selected for analysis counts once, regardless of the number of commits or ordinary reruns. Drafts, bot-only changes, automated dependency updates, reopened pull requests, and excluded repositories do not count unless the Order expressly includes them.

Temporary excess use will not automatically create an overage charge. If usage remains materially above the guideline or threatens service capacity, we may discuss a high-volume plan. We will not increase the price or reduce an already-paid service period without prior notice and agreement, except where suspension is permitted under these Terms.

9. Prices, taxes, and payment

Prices, currency, billing frequency, and applicable taxes are shown in the Order and at checkout. Unless checkout expressly states otherwise, published Agerius prices are in US dollars and applicable transaction taxes may be added at checkout.

Polar Software, Inc. acts as merchant of record and authorized reseller for purchases made through Polar. The purchase transaction is also governed by Polar's buyer terms. Polar handles checkout, payment, applicable sales taxes, receipts, and payment disputes.

The customer authorizes recurring charges for a subscription until it is cancelled. Failure of payment may result in suspension or termination after reasonable notice.

10. Founding pricing

Founding pricing is offered to a limited initial group of customers. Unless an Order states otherwise:

• the founding price is fixed for the customer's first 12 months;
• a later price change requires at least 30 days' notice and applies only from a future renewal; and
• founding pricing does not include permanent grandfathering.

Founding customers may be asked for feedback. We may use aggregated or anonymized operational learnings, but we will not identify a customer or disclose its code, findings, or documents without explicit permission.

11. Delivery and revisions

Any delivery date is an estimate unless the Order expressly makes it binding. Delivery begins after payment, required repository access, and required customer information have been received.

A clarification round explains delivered Audit findings; it does not include a new scan or new scope. A Policy Pack revision round covers one consolidated set of comments within the original scope. Additional or late revisions may be separately quoted.

Digital delivery occurs when the report, document, result, or access is sent or made available to the customer at the designated address or account.

12. Subscriptions, cancellation, and refunds

Monthly subscriptions renew monthly and annual subscriptions renew annually until cancelled. The checkout identifies the renewal frequency and available cancellation method.

The customer may cancel a subscription at any time. Cancellation stops the next renewal and takes effect at the end of the current paid period unless mandatory law or Polar's buyer terms require otherwise. Access continues through that period unless the service is terminated for breach or security reasons.

For one-time services:

• a customer may request a full refund before automated analysis or drafting begins;
• after work begins but before delivery, any refund is assessed according to work already performed, non-recoverable provider costs, the Order, mandatory law, and Polar's buyer terms; and
• completed and delivered customized reports or documents are normally non-refundable, except where required by law or where we materially fail to provide the agreed deliverable.

Refund requests should be sent to support@agerius.co and may be processed through Polar. Polar may also exercise rights under its buyer terms, chargeback procedures, or merchant-of-record obligations.

If the customer purchases as a consumer, applicable cooling-off, renewal, cancellation, and refund rights remain unaffected. Where the customer asks performance to begin during a statutory cancellation period, any legally required request, acknowledgment, or proportionate charge applies.

13. Suspension and termination

We may suspend repository processing or access where reasonably necessary to protect security, prevent abuse, respond to non-payment, comply with law, or investigate a material breach. Where practical, we will give notice and an opportunity to resolve the issue.

Either party may terminate an Order for a material breach that is not cured within 14 days after written notice, unless the breach cannot reasonably be cured or immediate termination is required by law or security necessity.

On termination, repository authorization should be revoked, subscription access ends when applicable, and personal data is handled under the Privacy Policy and Data Processing Addendum. Terms that by nature should survive—including payment obligations, confidentiality, intellectual property, disclaimers, liability, and dispute provisions—continue to apply.

14. Intellectual property

The customer and its licensors retain ownership of customer repositories, materials, trademarks, and data.

The customer grants Agerius and its approved providers a limited, non-exclusive right to access and process customer materials only as needed to provide, secure, and support the purchased service and comply with law.

Agerius retains ownership of its software, analysis methods, prompts, templates, check logic, know-how, and pre-existing materials. Subject to payment, Agerius grants the customer a perpetual, non-exclusive license to use, copy, modify, and internally or publicly deploy the reports and policy documents delivered specifically to that customer for its own business.

The customer may not resell Agerius's underlying templates, checks, software, or service as a standalone competing product. This restriction does not prevent the customer from using or adapting its delivered documents for its own business.

Feedback may be used to improve Agerius without identifying the customer or disclosing confidential information.

15. Confidentiality

Each party must protect the other party's non-public business, technical, and commercial information using reasonable care and use it only for the relationship contemplated by the Order.

Confidential information does not include information that the receiving party can demonstrate was lawfully known without restriction, becomes public without breach, is received lawfully from another source, or is independently developed without use of the confidential information.

A party may disclose confidential information to personnel and providers who need it and are bound by confidentiality obligations, or where legally required. Where legally permitted, the receiving party will give prior notice of compelled disclosure.

16. Service changes and availability

We may improve or change the service, providers, or workflows. We will not materially reduce an already-paid core deliverable without offering a reasonable alternative or applicable refund. We will provide notice where a material change affects active customers or data processing.

The service may be unavailable because of maintenance, third-party platforms, internet failures, or events outside our reasonable control. No uptime commitment applies unless an Order expressly provides one.

17. Disclaimers

To the maximum extent permitted by law, the service and deliverables are provided "as is" and "as available." We disclaim implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted availability.

We do not warrant that automated analysis will find every issue, that findings will be correct, that generated documents will be legally sufficient, or that use of Agerius will prevent claims, investigations, fines, security incidents, or losses.

Nothing in these Terms excludes an express commitment in an Order or a warranty that applicable law does not permit us to exclude.

18. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, business, goodwill, or data, arising from the service, even if advised that such loss was possible.

To the maximum extent permitted by law, Agerius's total aggregate liability arising from an Order or the service will not exceed the amount paid for the affected service during the 12 months before the event giving rise to the claim.

These limitations do not apply where liability cannot lawfully be limited, or to fraud or willful misconduct. Mandatory consumer rights remain unaffected.

19. Customer responsibility for supplied materials

The customer represents that it has the rights and authority needed to provide the selected repositories and materials and to instruct Agerius to process them. The customer is responsible for claims arising from materials it unlawfully provides or instructions that violate law, except to the extent the claim results from Agerius's breach of these Terms or the Data Processing Addendum.

20. Governing law and disputes

These Terms and each Order are governed by the laws of the Republic of Armenia, without regard to conflict-of-law principles.

The parties will first try in good faith to resolve a dispute by contacting support@agerius.co. If it is not resolved, the competent courts located in Yerevan, Armenia have exclusive jurisdiction, except where mandatory consumer or other law gives a party the right to bring a claim elsewhere.

21. General terms

• Notices: Legal notices to Agerius must be sent to support@agerius.co and, where formal delivery is legally required, to the registered address above.
• Assignment: Neither party may assign an Order without the other's consent, except in connection with a merger, reorganization, sale of substantially all assets, or transfer to an affiliate, provided the assignee assumes the relevant obligations.
• Force majeure: Neither party is liable for delay caused by events beyond its reasonable control, excluding payment obligations already due.
• Entire agreement: The Order, these Terms, the Privacy Policy, the Data Processing Addendum where applicable, and incorporated checkout terms form the agreement concerning the service.
• Severability: If a provision is unenforceable, it will be limited to the minimum extent necessary and the remaining provisions remain effective.
• No waiver: Failure to enforce a provision is not a waiver.
• No partnership: The relationship does not create employment, partnership, agency, or joint venture between Agerius and the customer.
• Changes: We may update these Terms prospectively. Material changes affecting an active subscription will be notified in advance. The Terms accepted for a completed one-time Order continue to govern that Order unless the parties agree otherwise.