Terms of Service

1. Who we are, and what these terms cover

Agent I2I ("Phos") is a desktop application for teaching and running industrial robot tasks, published by Phos PAI, Inc. ("Phos PAI", "we", "us").

These Terms of Service (the "Terms") are the agreement between you and Phos PAI for the purchase and use of a Phos subscription. They cover this website, your account, the subscription itself, and the licence that lets the software run. Installing and using the software is also subject to the End-User Licence Agreement, which the installer shows you; the Cancellation Policy and the Privacy Policy form part of these Terms as well. Where the End-User Licence Agreement and these Terms differ about the software itself, the End-User Licence Agreement governs.

By choosing a plan, or by subscribing to or using Phos, you accept these Terms. If you are agreeing on behalf of a company or other organisation, you confirm you have authority to bind it, and "you" means that organisation.

2. Who we can sell to

We sell to consumers and businesses in any country our payment provider serves. Payment is handled by Link, a service of Stripe, which sells the subscription to you as merchant of record and collects and pays any sales tax, VAT or GST on it. Your licence to use Phos comes from us, under these Terms and the End-User Licence Agreement.

You must be old enough to form a binding contract where you live, and you must not be a person or entity that we are prohibited from dealing with under applicable sanctions or export-control law (see section 22).

3. Your account

You sign in to Phos on our own domain, either with Continue with Google or with an email address and password. A new email address must be verified before it can be used. Google and email/password accounts are separate, even when they use the same email address. Use your original sign-in method to access your account and subscription.

You are responsible for keeping your sign-in credentials safe and for all activity that happens under your account. Do not share them. Tell us at support@phospai.com as soon as you believe your account has been used without your permission, and we will help you secure it.

Each computer running Phos must sign in again through your browser at least once every 30 days (section 7).

Keep the email address on your account current: it is where we send messages about your subscription, and it is the address we check a support or cancellation request against.

4. The subscription

Phos is sold as a subscription to one plan, available in two terms: 1 month and 12 months. You choose the term at checkout.

A subscription renews automatically for a further period of the same length at the end of each term, at the price then in effect, until you cancel it. You can cancel at any time, and cancellation takes effect at the end of the period you have already paid for — see section 9 and the Cancellation Policy.

There is no free trial. If you choose to run Phos on your own computer, the application offers a free check of that computer before you buy, so you can confirm it can run Phos that way.

5. Prices, payment and tax

The price of each term is the price shown at checkout at the time you subscribe. Prices are quoted exclusive of sales tax, VAT, GST and similar taxes, which are added where they apply.

Payments are processed by Stripe. Phos PAI is the seller of record: you are buying from us, and Stripe is our payment processor, not the merchant. Your card details are handled by Stripe and never reach our systems. Your use of Stripe's hosted checkout and billing portal is also subject to Stripe's own terms.

Tax is calculated and collected at checkout. You are responsible for any taxes on your use of Phos other than the taxes collected at checkout and taxes on our income.

We may change our prices. A price change does not affect a term you have already paid for. We will tell you about it by email to the address on your account at least 30 days before it applies to you, and it applies from your first renewal at least 30 days after that notice; if you do not want to renew at the new price, cancel before then. A discount code applies only to the payments shown at checkout when you use it; later renewals are at the price then in effect.

6. Your licence

While your subscription is active and paid for, we grant you a limited, non-exclusive, non-transferable, revocable licence to install and use Phos for your own internal purposes, on up to the number of machines set out in section 8, in accordance with these Terms and the End-User Licence Agreement.

The licence is delivered to the application as a signed licence document. It runs to the paid-through date of the term you bought, and it expires exactly on that date. There is no grace period after expiry. If a renewal payment does not succeed, no new licence is issued until a payment does succeed.

Phos does not run without a valid licence. When there is no valid licence, the only parts of the application that remain reachable are setting it up (including the free check of your computer), signing in, your account screen, and reporting a problem. This includes running a task you have already taught: a lapsed subscription stops the whole application, not just the teaching features. If the robot is running a task when the licence stops, the task finishes its current run and nothing new starts. Your own work — the tasks, plans and recordings you have made — stays on your computer in an open, documented folder and is not deleted, locked or held by us.

7. Keeping your licence current: the 30-day connection and sign-in

Running on your own computer, Phos does not need the internet to teach a robot or to run a task; the features you choose to run online do (section 12). Either way, Phos needs to confirm from time to time that the subscription paying for it is still live, and that the person using it has signed in recently.

The application must be able to reach our licence service at least once every 30 days, and each computer must sign in again through your browser at least once every 30 days. Each licence carries a check-in deadline, which is the earliest of 30 days after the licence was issued, 30 days after the last sign-in through the browser on that computer, and the paid-through date of your term. While the computer has internet, the application checks in on its own in the background, and a successful check-in issues a fresh licence. Signing in again means a fresh sign-in on our sign-in page in your browser; a saved sign-in does not count. This applies whatever term you bought.

The application does not count down to either deadline. When one passes — or when, at the paid-through date, a renewal cannot yet be confirmed — the application asks you to sign in again through your browser, and is locked as section 6 describes until you have; signing in also checks in. If the 30-day sign-in falls due while the robot is running a task or a teaching session is recording, the request waits until the robot is idle, for at most 24 hours. The one advance notice is about payment: from seven days before the paid-through date of a subscription that is not going to renew, the application says when it ends.

To make this resistant to tampering, the application judges expiry against the later of the computer's clock and its own record of elapsed use. If the system clock is moved backwards by more than a day, or a licence appears to have been issued in the future, the application asks for a fresh sign-in through your browser, which checks in and clears the condition. This can affect an honest machine whose clock is wrong.

8. One computer

One subscription covers one computer at a time. Activation records which computer it is, so that we can enforce the limit and so that you can see your activation.

If you replace a computer, you can move the activation. Today the application does this when you sign in on the new computer: it offers to release the old one, and once that is released the new one is activated. The released computer keeps working until it next reaches our licence service or its check-in deadline passes, and then stops; nothing on it is deleted. You can also release a computer from your account page on this website, and you do not need the old computer to do either. If you cannot, write to support@phospai.com from the address on your account and we will help. We do not limit how often you move an activation, but we may refuse or undo moves that are being used to run one subscription on more than one computer.

A subscription is for your organisation and may not be shared with other organisations. Sign-in credentials may not be shared.

9. Cancelling and the end of a subscription

Cancelling stops the subscription renewing. You keep access for the period you have already paid for, and no further payment is taken.

Once a subscription has ended — because it was cancelled and the paid-through date has passed, because a renewal payment failed, or because the payment for its current term was reversed or any payment for it was taken back in a chargeback — we stop issuing licences for it. The copy on your computer then stops working at its next check-in, or when its current licence expires, whichever comes first. A machine that is offline keeps working until its check-in deadline, which is never more than 30 days away.

All sales are final. How to cancel, and what happens to a licence afterwards, are set out in the Cancellation Policy.

10. Safety: you remain responsible for your machinery

A robot arm can injure people and damage property. You are responsible for the safe operation of your machinery at all times, including:

• the risk assessment, the safety functions, the guarding, the emergency stops, the protective devices and the safe working procedures for your cell;
• keeping people clear of the robot's reach while it moves, including while a task is being taught;
• verifying every task, program, motion and gripper action that Phos produces or replays before it is run at speed, with a load, or near a person;
• the settings, limits, speeds, payloads and tool configuration you enter into Phos and into your robot controller;
• the competence and training of the people who operate the cell.

You must comply with all safety obligations that apply to you and to your machinery, including the instructions of your robot manufacturer and any applicable machinery-safety, occupational-safety and product-safety law and standards in the places where you operate. Phos PAI is not the manufacturer or integrator of your machinery, and nothing in Phos or in our documentation is a substitute for the manufacturer's instructions, a competent risk assessment, or a properly commissioned safety system.

Do not use Phos in any application where a failure, a delay, an unexpected motion or an incorrect output could lead to death, personal injury, or severe physical or environmental damage, unless your own independent safety systems are sufficient to prevent that outcome on their own.

The software may stop working at a moment that is inconvenient to you — because a subscription expired, because a check-in deadline passed or a sign-in fell due, or because of a fault. Your processes and your safety arrangements must not depend on Phos continuing to run.

11. Acceptable use

You agree not to:

• circumvent, disable, tamper with or attempt to defeat the licensing, activation, check-in or clock-verification mechanisms, or use Phos without a valid licence;
• share, resell, rent, lease, sublicense, host as a service, or otherwise make Phos available to anyone outside your organisation;
• copy, modify, translate, adapt or create derivative works of Phos, or reverse engineer, decompile or disassemble it, except as section 13 and the End-User Licence Agreement permit for bundled open-source components, and except to the extent applicable law expressly permits despite this restriction;
• remove, obscure or alter any proprietary notice, licence text or attribution shipped with Phos;
• use Phos to build a competing product, or to benchmark it for publication without our written consent;
• use Phos unlawfully, or in a way that infringes anyone's rights;
• attack, overload or probe our services, or attempt to gain unauthorised access to them or to another customer's data.

12. AI services you choose to connect

Phos can run its speech recognition, its command understanding and its spoken replies on your own computer, once you have installed its local module, with no key and no network connection required for them — or online, with a hosted provider. The application asks which you want the first time it starts, and in Settings you can change each feature on its own and turn on the Chat Agent, which runs either way too.

Online, the provider is OpenAI, or for speech recognition AssemblyAI or Deepgram if you prefer. If you choose one, you supply your own account credentials for that provider: there is no key of ours inside the product. When you make that choice, the relevant audio, text and other content is sent from your computer to the provider you selected, under your own agreement with them, and you pay them directly. Phos PAI is not a party to that agreement, does not control those services, does not receive the content, and is not responsible for their availability, their pricing, their output or their handling of your data. Keep your credentials secure; you are responsible for use and charges on your accounts. Phos PAI does not supply, resell or pay for these online services; if we ever offer them on our own account, we will change these Terms and the Privacy Policy before we do (section 23).

13. Open-source components

Phos is distributed with open-source and other third-party components, some of which are licensed under the GNU General Public License version 3 or other copyleft licences. Each of those components is governed by its own licence; they are listed, with their licences, in the notices that section 7 of the End-User Licence Agreement points to, and some of their licence texts also ship with the product. The restrictions in these Terms and in the End-User Licence Agreement do not apply to those components, and our subscription enforcement does not restrict any right you have in them. Section 7 of the End-User Licence Agreement sets this out in full and prevails on this subject.

14. The software is licensed, not sold

Phos is licensed to you, not sold. Phos PAI and its licensors retain all right, title and interest in and to the software, including all intellectual property rights in it. You get only the rights these Terms and the End-User Licence Agreement expressly grant; no other rights are granted, by implication or otherwise.

You keep everything you make with Phos: your tasks, plans, recordings, programs and other outputs are yours, and we claim no ownership of them. If you send us feedback or suggestions, we may use them without obligation to you.

15. Updates and changes to the software

We may release updates, and Phos may check for them and offer or install them. We may add, change or remove features. We will not knowingly make a change that renders a term you have already paid for substantially unusable for its purpose; beyond that, the software is not guaranteed to remain the same.

Some features require components that are downloaded after installation, and some require particular hardware. Supported platforms and requirements are stated on the download page and may change for future releases.

16. Support

Support is provided by email at support@phospai.com to customers with an active subscription. We aim to be helpful and quick, but no response time, resolution time or availability is guaranteed unless we have agreed one with you in writing. A subscription includes no service level, maintenance commitment or on-site support. Support covers the current release of Phos on the platforms listed on the download page.

17. Availability of our services

Our website, sign-in, checkout and licence service are provided on a reasonable-efforts basis and may be unavailable from time to time, for maintenance or otherwise. We do not guarantee uninterrupted availability. Because the licence check-in described in section 7 depends on our licence service, an outage on our side could in principle prevent a check-in; if that happens and it causes a licence to lapse, tell us and we will put it right.

18. Suspension and termination

You may stop using Phos at any time, and you may cancel your subscription at any time.

We may suspend or terminate your subscription and your licence if you materially breach these Terms — in particular section 11 — or if we are required to do so by law, or if payment fails and is not cured. Where the circumstances allow it, we will tell you first and give you a reasonable opportunity to fix the problem.

On termination your licence ends, the application stops working as described in section 6, and sections 10, 14, 19, 20, 21, 24 and 25 survive. Termination does not change that all sales are final (see the Cancellation Policy).

19. No warranty

To the fullest extent permitted by law, Phos and our services are provided "as is" and "as available", without warranty of any kind. We disclaim all implied warranties, including merchantability, fitness for a particular purpose, title and non-infringement, and any warranty arising from course of dealing or usage of trade.

We do not warrant that Phos will be uninterrupted, error-free or free of harmful components; that it will work with any particular robot, gripper, sensor, computer or configuration; that its outputs — including taught programs, generated motions, transcriptions and generated text — will be accurate, complete, safe or suitable for your purpose; or that defects will be corrected. Phos uses machine-learning models, whose outputs are probabilistic and can be wrong. Every output must be reviewed by a competent person before it is relied on. See section 10.

20. Limitation of liability

To the fullest extent permitted by law:

• neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost production, downtime, lost or corrupted data, or the cost of substitute goods or services, however caused and on any theory of liability, even if advised of the possibility;
• our total aggregate liability arising out of or relating to Phos, these Terms, the End-User Licence Agreement and our services is limited to the greater of the amounts you paid us for Phos in the twelve months immediately before the event giving rise to the claim and US$100.

Nothing in these Terms limits or excludes any liability that cannot lawfully be limited or excluded, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or any statutory rights a consumer has that cannot be waived. Some jurisdictions do not allow the exclusion of implied warranties or the limitation or exclusion of incidental or consequential damages, so some of the exclusions and limits in sections 19 and 20 may not apply to you. If any part of this section is held unenforceable, the rest continues to apply.

These limits reflect the price of the subscription and the allocation of risk between us: you control the machinery, and your own safety systems — not this software — are what keep people safe.

21. Your indemnity

You will defend, indemnify and hold harmless Phos PAI, its officers, employees and suppliers from and against any third-party claim, and any resulting loss, damage, liability, cost and reasonable legal fees, arising out of or relating to: your operation of your machinery; your failure to comply with section 10 or with any safety obligation that applies to you; your use of Phos in breach of these Terms or applicable law; or content or credentials you supply.

22. Export control and sanctions

Phos, and the technology in it, may be subject to export-control and sanctions laws, including those of the United States. You must not export, re-export, or make Phos available in breach of those laws, and you confirm you are not located in, ordinarily resident in, or acting on behalf of anyone in a country or region subject to comprehensive sanctions, and that you are not on any restricted-party list.

23. Changes to these Terms

We may change these Terms. If a change is material, we will give reasonable notice — by email to the address on your account, or in the application, or on this page — before it takes effect. Changes apply from the date they take effect and, for an existing subscription, no earlier than your next renewal. If you do not accept a change, your remedy is to cancel before it applies to you. We will give at least 30 days' notice of a material change, unless the law requires a change sooner, in which case we will give as much notice as we can. Renewing your subscription, or continuing to use Phos, after a change applies to you means you accept it.

24. Governing law and disputes

These Terms, and any dispute arising out of or relating to them or to Phos, are governed by the laws of the State of California, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The state and federal courts located in Alameda County, California, have exclusive jurisdiction over any such dispute, and you and we consent to their personal jurisdiction. Either of us may instead bring an individual claim in a small-claims court where it qualifies, and either of us may ask any competent court for urgent relief to protect intellectual property or confidential information. If you are a consumer, you may also bring a claim in the courts where you live, where the law gives you that right.

Nothing here deprives a consumer of the protection of mandatory rules of law in the country where they live.

25. General

Entire agreement. These Terms, together with the End-User Licence Agreement, the Cancellation Policy and the Privacy Policy, are the whole agreement between us about Phos, and replace any earlier understanding on that subject.

Severability. If any provision is held unenforceable, it is modified to the minimum extent needed to make it enforceable, or severed, and the rest continues in force.

No waiver. A failure to enforce a provision is not a waiver of it.

Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets.

Notices. We may give you notice by email to the address on your account or in the application. You may give us notice at support@phospai.com and at the address in section 1.

Force majeure. Neither party is liable for a failure to perform caused by events beyond its reasonable control, other than an obligation to pay.

No third-party beneficiaries. These Terms do not give rights to anyone who is not a party to them.

26. How to contact us

Phos PAI, Inc. — support@phospai.com