Terms of Service
1. Introduction and Acceptance
These Terms of Service ("Terms") are a legally binding agreement between you ("you", "your", or "User") and Eightcell Labs, Inc., a Delaware corporation ("Eightcell Labs", "Company", "we", "us", or "our"), governing your access to and use of the Tesseract applications — the desktop app; the web app; the Atrium, Remote Desktop and Private Network (Mesh) apps, on computers and on phones; the Tesseract phone app; the browser extension; and the command-line tool — their updates, and the related online and cloud services we provide (together, the "Service").
Please read these Terms and our Privacy Policy carefully. By selecting "I agree & continue", or by installing, accessing, or otherwise using the Service, you confirm that you have read, understood, and agree to be bound by these Terms and the Privacy Policy. If you do not agree, do not install or use the Service.
If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity.
2. Definitions
In these Terms, the following terms have the meanings set out below:
- "Account" means the account you register to access the Service.
- "Content" or "Your Content" means the conversations, prompts, files, project data, and other materials you provide to, generate in, or create using the Service.
- "Model Provider" means a third-party artificial-intelligence provider whose models generate responses or other output in the Service, whether selected by us or configured by you (including with your own API key).
- "Applicable Law" means all laws and regulations applicable to a party, including data-protection, consumer-protection, and export-control laws.
- "Privacy Policy" means our Privacy Policy, which is incorporated into these Terms by reference.
3. Eligibility and Age
You may use the Service only if you can form a binding contract with us, are not barred from doing so under Applicable Law, and are at least 13 years old — or the higher minimum age required for consent to online services where you live (for example, 16 in some European Economic Area countries). If you are under the age of majority in your jurisdiction, you may use the Service only with the involvement and consent of a parent or legal guardian.
The Service is not directed to children under 13, and we do not knowingly permit them to use it (see the Privacy Policy, "Children"). You are responsible for ensuring your use of the Service complies with all laws that apply to you.
4. The Service
Tesseract is a family of AI-first applications — chiefly the desktop app, with the web app, the phone apps, the browser extension, the command-line tool and the standalone Atrium (team chat), Remote Desktop and Private Network (Mesh) apps — that lets you run and direct an AI coding and productivity agent, work with your team, and reach and connect your own computers. Depending on your configuration and plan, the Service includes features such as: the AI assistant/agent; support for multiple AI engines and models, including bringing your own model provider; an integrated web browser and visual editor; a voice mode; a "computer control" mode in which the agent can operate your computer; a zero-knowledge password manager; remote file access; plugins, skills, and extensions; multi-stage "missions"; task scheduling; cloud-hosted or device-to-device agent sessions; team chat and calls; remote desktop access to your computers; and private networks between your devices.
The Service relies on third-party AI Model Providers to generate output. Which provider processes your Content depends on the engine and model selected by us or by you; see Sections 9 and 10 and the Privacy Policy.
We may add, modify, suspend, or discontinue any part of the Service at any time, and we do not warrant that any particular feature will remain available.
Some features are experimental, optional, or provided on a beta or pre-release basis and may be changed, limited, or withdrawn at any time. Such features may be less reliable than generally available features and are provided on an "as is" basis.
5. Your Account
Access to the Service currently requires an Account. Anyone may create an Account, using Sign in with Google, Sign in with Apple, or an email address and password. You agree to provide accurate information and to keep it current.
You are responsible for maintaining the confidentiality of your credentials and for all activity under your Account, and you must notify us promptly at [email protected] of any unauthorized use or security breach. We are not liable for loss arising from your failure to safeguard your credentials.
6. License to Use the Software
Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to install and use the Tesseract application on devices you own or control, for your personal use or internal business use.
The Service is licensed, not sold. We and our licensors retain all right, title, and interest in and to the Service and all intellectual-property rights therein. All rights not expressly granted are reserved.
The Service may automatically check for, download, and install updates, which are part of the Service and subject to these Terms; you consent to these automatic updates. We may require you to install an update to continue using the Service.
7. Acceptable Use and Restrictions
You must not use the Service in violation of Applicable Law or these Terms. Without limiting the foregoing, you must not, and must not permit any third party to:
- copy, modify, distribute, sell, rent, lease, or sublicense the Service, or make it available to third parties, except as expressly permitted;
- reverse engineer, decompile, or disassemble the Service, except to the limited extent this restriction is prohibited by Applicable Law;
- remove or alter proprietary notices, or circumvent, disable, or interfere with security, access-control, or usage-limiting features;
- use the Service, or its output, to develop a competing product or model by improper means, or to scrape or harvest data other than Your Content;
- upload, generate, or transmit content that is unlawful, infringing, defamatory, harassing, or harmful, that violates any third party’s rights, or that exploits or endangers minors;
- transmit malware, or interfere with, disrupt, or place an unreasonable load on the Service or its infrastructure; or
- use the Service to gain unauthorized access to any account, system, or data.
8. Your Content and License to Content
As between you and us, you retain all ownership rights in Your Content. We do not claim ownership of Your Content.
To operate the Service, you grant us a worldwide, non-exclusive, royalty-free, sublicensable (solely to our service providers and Model Providers) license to host, store, back up, reproduce, transmit, and process Your Content, and — where you have enabled the relevant cloud features — to create derivative materials from it (such as summaries and aggregate or de-identified statistics), solely to provide, secure, and improve the Service as described in these Terms and the Privacy Policy.
This license ends when you delete Your Content or your Account, except: (a) to the extent Your Content has been shared with others who have not deleted it; (b) for aggregated or de-identified data that no longer identifies you; and (c) where retention is required by Applicable Law or held in routine backups pending scheduled deletion.
You represent that you have all rights necessary to grant this license and that Your Content does not violate these Terms or any Applicable Law or third-party right.
9. AI Features, Output, and Autonomous Actions
The Service uses artificial intelligence to generate responses, summaries, and other output ("Output"). Output may be inaccurate, incomplete, outdated, biased, or otherwise unsuitable, and may not reflect our views.
You are solely responsible for evaluating and independently verifying Output before relying on or acting on it. The Service does not provide legal, medical, financial, tax, or other professional advice, and Output is not a substitute for a qualified professional. You are responsible for your use of Output, including ensuring it complies with Applicable Law and does not infringe any third-party right.
Autonomous actions. Depending on the features you enable, the agent can act on your behalf and, to a degree, autonomously — for example, controlling your computer, running commands and code, operating the integrated browser, reading and modifying files, filling in saved credentials, sending messages, scheduling and running tasks, and connecting to and acting on devices you link. These actions can change or delete data and can have real-world effects.
You direct and authorize these actions, and you are responsible for supervising the agent, configuring appropriate permissions and safeguards, and reviewing proposed actions before they take effect where the feature allows. Automated actions may be imperfect or unintended, and some may be irreversible; you should not give the agent access to systems, accounts, or data whose modification, disclosure, or loss you cannot tolerate, and, to the extent permitted by Applicable Law, you assume the risks of enabling autonomous or computer-control features. This allocation of responsibility does not limit rights you have under Section 23 or other mandatory law.
Voice and recordings. If you use voice features, you are responsible for complying with laws on recording and on notifying or obtaining the consent of other participants where required.
10. Third-Party Services and Models
The Service integrates with, relies on, and lets you connect to third-party services and AI Model Providers. In particular, the Service supports multiple AI engines and a range of Model Providers — including ones we configure and ones you configure with your own account or API key ("bring your own" providers). Some Model Providers and other third-party services are operated outside your country or region, including outside the United States and European Economic Area.
When you select or configure a Model Provider or other third-party service, your use of it is a matter between you and that provider and is governed by that provider’s own terms and privacy policy. We are not responsible for third-party services, their availability, or how they process data. See the Privacy Policy for how Content flows to Model Providers. If you bring your own Model Provider or other paid third-party service, you are responsible for any fees, usage charges, and compliance obligations that provider imposes.
11. Plans, Fees, and Payment
The Service is offered under a free tier and paid plans, currently including Pro and Team plans, and an Enterprise plan available on a custom basis (contact [email protected]). Plans differ in features, quotas, limits, and price. Certain features and higher usage limits require a paid plan.
If you subscribe to a paid plan, the applicable fees, billing cycle, currency, taxes, automatic renewal, cancellation, and refund terms are those presented to you at the point of purchase and form part of these Terms. Payments are processed by our third-party payment processor; we do not store your full card details. Unless required by Applicable Law or expressly stated otherwise, fees are non-refundable and paid subscriptions renew automatically for successive periods until cancelled.
We may change plan features, limits, and pricing on a prospective basis; for existing paid subscriptions, changes take effect in accordance with the notice requirements of Applicable Law and the applicable plan terms. Enterprise plans may be governed by a separate written agreement, which controls to the extent it conflicts with these Terms.
The free tier includes a free AI allowance through the Tesseract Gateway. Using Tesseract without a paid plan or a balance is supported by sponsored messages (advertising), whichever AI account a conversation runs on — the free allowance or your own Claude, ChatGPT, Gemini or other subscription or API key: conversations and the Home screen show sponsored messages that are labelled "Sponsored" and chosen as described in the Privacy Policy ("Sponsored Messages on the Free Allowance"), and the end of the start screen of our Remote Desktop, Private Network and Atrium apps shows one. A paid plan or a balance turns them off. In the EEA, the United Kingdom and Switzerland we show them only after you agree; elsewhere they are on unless you turn them off. You can change your choice at any time in Settings → Privacy, and saying no does not change your free allowance. Sponsored messages are never part of an AI response and never influence it. The free allowance, and with it sponsored messages, is for people aged 18 or over; if you are younger, turn sponsored messages off in Settings → Privacy and use the Service with your own AI account or a balance.
If you use the Service on a Team or Enterprise plan to process personal data on behalf of others, you act as the controller of that data and we act as your processor. In that case our Data Processing Addendum applies to that processing and is incorporated into these Terms; contact [email protected] to put it in place.
12. Intellectual Property
The Service, the software, and all associated intellectual-property rights are and remain the exclusive property of Eightcell Labs and its licensors. Except for the limited license in Section 6, these Terms grant you no rights in the Service or in our trademarks, logos, or brand features.
The Service includes third-party and open-source software components licensed under their own terms. Those terms govern your use of the applicable components and, to the extent they conflict with these Terms as to a given component, control for that component.
U.S. Government end users. The Service is "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. 12.212 and 48 C.F.R. 227.7202. If you are a U.S. Government end user, you acquire only the rights in the Service granted to all other users under these Terms, consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4.
13. Feedback
If you provide suggestions, ideas, or other feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and exploit that feedback for any purpose, without obligation or compensation to you.
14. Copyright and Intellectual-Property Complaints
We respect intellectual-property rights. If you believe content available through the Service infringes your rights, send a notice to us at [email protected] including: identification of the work claimed to be infringed; identification and location of the allegedly infringing material; your contact details; a statement of good-faith belief; a statement (under penalty of perjury where applicable) that the information is accurate and that you are authorized to act; and your signature.
We may remove allegedly infringing material and, in appropriate circumstances, terminate the accounts of repeat infringers.
Counter-notification. If your material was removed and you believe this was a mistake or misidentification, you may send a counter-notification to [email protected] including: identification of the removed material and its prior location; your contact details; a statement, under penalty of perjury where applicable, that you have a good-faith belief the material was removed as a result of mistake or misidentification; and your consent to the jurisdiction required by Applicable Law. We may restore the material as permitted by law.
15. Export Controls and Sanctions
You represent that you are not located in, and are not a national or resident of, any country or region subject to comprehensive sanctions, and that you are not on any restricted-party list. You agree to comply with all applicable export-control and sanctions laws and not to use or export the Service in violation of them.
16. Term, Suspension, and Termination
These Terms apply from your first use of the Service until terminated. You may terminate at any time by ceasing to use the Service and deleting your Account.
We may suspend or terminate your access, in whole or in part, with or without notice, if you breach these Terms, if required by Applicable Law, or if we reasonably consider it necessary to protect the Service, other users, or third parties. On termination, the license in Section 6 ends and you must stop using the Service. Provisions that by their nature should survive — including Sections 8, 9, 12, 13, and 17 through 23 — survive termination.
17. Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT OUTPUT WILL BE ACCURATE OR RELIABLE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
18. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EIGHTCELL LABS AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (a) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY OR (b) US$100.
NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUD, OR MANDATORY STATUTORY LIABILITY. YOUR MANDATORY CONSUMER RIGHTS ARE NOT AFFECTED (SEE SECTION 23).
19. Indemnification
To the extent permitted by Applicable Law, you agree to defend, indemnify, and hold harmless Eightcell Labs and its affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to Your Content, your use or misuse of the Service, or your breach of these Terms or of any Applicable Law or third-party right. This Section does not apply to the extent prohibited for consumers under Applicable Law.
20. Changes to the Service and These Terms
We may modify these Terms from time to time. For material changes, we will provide reasonable notice (for example, in-app) and, where required by Applicable Law, obtain your consent. Changes take effect on the stated effective date.
Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Service and may delete your Account.
21. Governing Law
These Terms and any dispute arising out of or relating to them are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules, except to the extent mandatory local laws of your country of residence apply.
22. Dispute Resolution and Arbitration
22.1 Informal Resolution. Before starting an arbitration, you and Eightcell Labs agree to try to resolve any dispute informally for at least 60 days after written notice of the dispute (sent to [email protected], or to you at your Account email). Many disputes can be resolved this way.
22.2 Binding Arbitration. If a dispute is not resolved informally, you and Eightcell Labs agree that any dispute arising out of or relating to these Terms or the Service will be resolved by final and binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, rather than in court, except as provided in Section 22.3. The Federal Arbitration Act governs the interpretation and enforcement of this Section. Arbitration will be conducted in English and may proceed by video, by telephone, or at a mutually agreed location.
22.3 Exceptions. Either party may bring an individual claim in small-claims court if it qualifies, and either party may seek injunctive or other equitable relief in court to protect its intellectual property or confidential information. Nothing here prevents you from reporting a matter to a government agency.
22.4 Class-Action and Jury Waiver. YOU AND EIGHTCELL LABS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND EIGHTCELL LABS WAIVE ANY RIGHT TO A JURY TRIAL.
22.5 30-Day Right to Opt Out. You may opt out of this arbitration agreement (Sections 22.2–22.4) within 30 days after you first accept these Terms by emailing [email protected] with your name and a statement that you opt out of arbitration. If you opt out, the court-venue provision in Section 22.6 applies.
22.6 Forum for Non-Arbitrable Matters. For any dispute not subject to arbitration (including if you validly opt out under Section 22.5, or for the exceptions in Section 22.3), the state and federal courts located in Delaware will have exclusive jurisdiction, and the parties submit to that jurisdiction, subject to Section 23.
22.7 Severability. If the class-action waiver in Section 22.4 is found unenforceable as to a particular claim, that claim will proceed in court, but the remainder of this Section will still apply.
23. Consumer Rights and Mandatory Local Law
If you use the Service as a consumer, nothing in these Terms limits or excludes rights you have under the mandatory consumer-protection laws of your country of residence, and you may bring proceedings in the courts of that country where such rights cannot be waived. Where any provision of these Terms conflicts with such mandatory rights, those rights prevail.
24. Miscellaneous
These Terms, together with the Privacy Policy and any plan or order terms you accept, constitute the entire agreement between you and us regarding the Service and supersede all prior agreements. If any provision is held unenforceable, it will be limited or eliminated to the minimum extent necessary and the remainder will remain in effect. Our failure to enforce a provision is not a waiver.
You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, reorganization, or sale of assets. Neither party is liable for delays caused by events beyond its reasonable control. You consent to receive communications from us electronically (in-app and by email), which satisfy any legal requirement that a communication be in writing. Notices to us must be sent to [email protected]. These Terms do not create any partnership, agency, or employment relationship.
25. Contact
If you have questions about these Terms, contact Eightcell Labs, Inc. at [email protected].