Last updated: January 1, 2026
This End User License Agreement (“Agreement”) is a legal contract between BigHammer.ai (“Licensor”) and the entity or person downloading, installing, or using the Software (“Licensee”). By downloading, installing, or using the software, you consent to be bound by this Agreement’s terms. Decline these terms if you are unwilling to proceed.
1. Grant of License
1.1 Subscription-Based License
Subject to Agreement compliance and timely subscription fee payment, the Licensor provides a non-exclusive, non-transferable, non-sublicensable license during the subscription term. This permits installation and operation of the Software within the Licensee’s on-premise environment or private cloud only.
1.2 Agent-Based Usage & Reporting
The software license is contingent on deployed “Agentic AI Agents” (autonomous or semi-autonomous workflows/entities).
- Records: The Licensee must maintain precise documentation of agent quantity across operations.
- Limits: The Licensee cannot surpass the agent count in the applicable Order Form without paying extra fees.
2. Subscription Termination & Mandatory Deletion
2.1 Termination for Non-Payment or Expiration
License rights terminate immediately upon:
- Subscription term expiration without renewal.
- Payment lapse or failure.
2.2 Mandatory Deletion Requirement
Upon termination or expiration, the Licensee must:
- Discontinue all software and agent use immediately.
- Permanently delete and destroy all copies of the Software and all Agents from all on-premise servers, private clouds, and backup media.
- Written Certification: Within ten business days, a company officer must submit signed confirmation of complete destruction.
3. Intellectual Property Rights (IPR)
3.1 Ownership
The Software is licensed, not sold. BigHammer.ai retains all right, title, and interest in and to the Software, including all patents, copyrights, trade secrets, trademarks, and other intellectual property rights.
3.2 Agent Logic and Improvements
Any modifications, configurations, or agent logic developed using proprietary frameworks remain Licensor property. The Licensee grants the Licensor perpetual, irrevocable, worldwide, royalty-free rights to incorporate any feedback into the Software.
4. Confidentiality
4.1 Definition
Confidential information encompasses the Software (source/object code), documentation, pricing, and disclosed technical or business information.
4.2 Protection Obligations
The Licensee must exercise reasonable care to prevent unauthorized disclosure and restrict access to employees with a legitimate operational need, bound by written confidentiality agreements.
5. Indemnification
The Licensee shall defend, indemnify, and hold harmless BigHammer.ai and its officers, directors, and employees from third-party claims and expenses (including attorney fees) arising from:
- Software misuse violating the Agreement.
- Any actions, decisions, or damages caused by autonomous Agents deployed by Licensee.
- Claims that Licensee data or software usage infringes third-party rights or violates law.
6. Audit Rights
Upon fifteen business days’ written notice, the Licensor or an independent third party may conduct reasonable audits of Licensee records and environment to verify compliance. Audits revealing underpayment exceeding 5% require the Licensee to pay unpaid fees plus reasonable audit costs.
7. Limited Warranty and Disclaimers
7.1 Limited Performance Warranty
For thirty (30) days from initial download, the Software will perform substantially in accordance with its documentation. The Licensee’s sole remedy is repair or a prorated refund at Licensor discretion.
7.2 Agentic AI Disclaimer
BigHammer.ai does not warrant the accuracy, reliability, or safety of autonomous agent actions. Licensee assumes all risk for the autonomous decisions made by Agents within the Licensee’s environment.
8. Limitation of Liability
BigHammer.ai shall not be liable for indirect, incidental, or consequential damages. The Licensor’s total aggregate liability cannot exceed the total subscription amounts paid during the preceding twelve months.
9. Force Majeure
The Licensor is not liable for delays or performance failures from causes beyond reasonable control, including natural disasters, warfare, terrorism, civil unrest, infrastructure failures, or internet service provider outages.
10. Open Source & Export Controls
10.1 Open-Source Usage
The Software may include open-source components governed by their respective licenses, documented in the Software’s legal directory.
10.2 U.S. Export Controls
The Software is subject to U.S. Export Administration Regulations. The Licensee warrants it is not located in an embargoed country and commits to the prohibition against exportation or use for forbidden purposes.
11. Governing Law
This Agreement is governed by Delaware state law, excluding conflict of law principles.
Contact
BigHammer.ai Inc.
5900 Balcones Drive # 29129
Austin, TX 78731