Terms of Service

1. Parties and Legal Entity

These Terms of Service (“Terms”) are entered into between you (“Customer,” “you,” or “your”) and Fieldcrest Ventures, LLC, a Tennessee limited liability company (“Company,” “we,” “us,” or “our”). OpenCollar is a product name and trade name of Fieldcrest Ventures, LLC and is not a separate legal entity. All references to “OpenCollar,” the “Service,” or the “Platform” in these Terms refer to the AI employee service operated by Fieldcrest Ventures, LLC.

By accessing or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.

2. Description of Service

OpenCollar provides AI-powered employees (“AI Employee” or “AI Employees”) made available to Customer on a subscription basis. Each AI Employee is an autonomous software agent capable of performing tasks at Customer’s direction, including but not limited to: communicating via email and messaging platforms, accessing and operating software systems and accounts, creating, modifying, and deleting files and data, conducting research, drafting content, scheduling, and other knowledge work.

The Service includes:

• Provisioning and deployment of AI Employees on dedicated cloud infrastructure
• A web-based dashboard for communicating with and monitoring your AI Employees
• Integration with your Google Workspace environment (with credentials you provide)
• Ongoing maintenance, monitoring, and updates of AI Employee infrastructure
• Customer support via email

The Service does not include:

• Legal, medical, financial, or other licensed professional advice
• Guarantees of specific business outcomes
• Direct access to underlying infrastructure, source code, or configuration files

3. Account Registration

3.1 Eligibility. You must be at least 18 years old and have the legal capacity to enter into a binding agreement. The Service is intended for business use only.

3.2 Account Accuracy. You agree to provide accurate, current, and complete information during registration and to maintain the accuracy of such information. You are responsible for all activities that occur under your account.

3.3 Security. Notify us immediately at security@opencollar.ai of any unauthorized account access. We are not liable for losses arising from unauthorized use of your account.

4. AI Employee Nature and Limitations

4.1 AI Limitations; No Accuracy Warranty. AI Employees are software agents powered by large language models and other AI technologies. They are not human employees. COMPANY MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY AI EMPLOYEE OUTPUT. AI Employees may produce inaccurate, incomplete, outdated, biased, misleading, or fabricated outputs (“Hallucinations”). Customer assumes all risk of relying on AI Employee outputs without independent verification.

4.2 No Professional Advice. The outputs, communications, and work products of the AI Employee do not constitute legal, financial, investment, tax, medical, accounting, or other licensed professional advice. Customer should not act on AI Employee outputs on any matter requiring licensed professional judgment without first obtaining independent verification from a qualified licensed professional.

4.3 No Employment Relationship. The AI Employee is not Customer’s employee, contractor, agent, or representative for any legal, tax, regulatory, or other purpose. No employment, staffing, agency, partnership, or joint venture relationship is created between Customer and the AI Employee, or between Customer and Fieldcrest Ventures, LLC, by virtue of these Terms.

4.4 Provisioning and Availability. We will provision your AI Employee within approximately one (1) business day of completed onboarding and payment. We target high availability but do not guarantee uninterrupted operation.

• Standard Plan: Actively monitored Monday–Friday, 7:00 AM–5:00 PM Central Time.
• Always-On Plan: Actively monitored 24 hours a day, 7 days a week, 365 days a year.

5. Agent Authorization, Supervision, and Liability

5.1 Customer Authorization of Agent Actions. By engaging the Service, Customer expressly and irrevocably authorizes the AI Employee to take actions on Customer’s behalf. Such actions may include, without limitation: communicating with third parties via email, messaging, and other channels; accessing, operating, modifying, and deleting files, data, and software systems; executing queries and transactions within Customer-provided tools and accounts; and any other tasks within the scope of the AI Employee’s capabilities. Customer acknowledges that the AI Employee operates with significant autonomy and may take actions that Customer did not explicitly or specifically instruct.

5.2 Customer Supervision Obligation. Customer bears sole and exclusive responsibility for supervising the AI Employee’s actions. Customer is solely responsible for: (a) reviewing the AI Employee’s work product before acting on it; (b) establishing appropriate access controls and permissions; (c) monitoring the AI Employee’s activities and revoking access promptly if unexpected behavior occurs; and (d) ensuring the AI Employee is granted only necessary access.

5.3 No Liability for Agent Actions. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY ACTION, INACTION, DECISION, OUTPUT, OR COMMUNICATION OF THE AI EMPLOYEE, WHETHER OR NOT SUCH ACTION WAS EXPLICITLY INSTRUCTED BY CUSTOMER.

5.4 Financial Transactions. Customer is solely responsible for reviewing, approving, and accepting responsibility for any financial transactions, commitments, or expenditures initiated by the AI Employee on Customer’s behalf. The Company shall have no liability for any financial transaction, commitment, or loss arising from actions taken by the AI Employee.

5.5 Third-Party Services and Platforms. Company has no liability for the availability, performance, security, accuracy, terms of service, or actions of any Third-Party Service the AI Employee accesses on Customer’s behalf. Customer is solely responsible for ensuring AI Employee access to any Third-Party Service complies with that service’s terms of use.

5.6 Customer Indemnification. Customer shall defend, indemnify, and hold harmless Fieldcrest Ventures, LLC and its members, officers, employees, contractors, and agents from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) any action or inaction of the AI Employee while performing work for Customer; (b) Customer’s use of or reliance on any AI Employee output; (c) any third-party claim arising from the AI Employee’s conduct; (d) Customer’s breach of these Terms; or (e) Customer’s failure to adequately supervise the AI Employee.

6. Data Ownership

6.1 Customer Content. Customer retains all ownership rights to content, documents, data, and work products that Customer provides to the Service or that the AI Employee creates on Customer’s behalf.

6.2 Service Infrastructure; Company Intellectual Property. The AI runtime environment, agent harness, configuration architecture, operational memory systems, skill libraries, system prompts, behavioral guidelines, and agent configuration files underlying the AI Employee constitute proprietary intellectual property of the Company and are not Customer Content. Customer acquires no ownership, license, or right to export or copy the Service Infrastructure.

6.3 AI Employee Outputs. To the extent permitted by applicable law, Company claims no ownership of AI Outputs generated on Customer’s behalf. Customer acknowledges that AI Outputs may not be eligible for copyright protection in all jurisdictions.

6.4 Feedback. If you provide feedback or suggestions about the Service, you grant Company a perpetual, worldwide, royalty-free license to use such feedback for any purpose.

6.5 Customer Content at Termination. Upon written request within thirty (30) days of termination, Company will provide Customer Content in a standard machine-readable format. Company may permanently delete Customer Content after such thirty-day period.

7. Data Security and Privacy

7.1 Customer Responsibility for Exposed Data. Customer is solely responsible for the nature, sensitivity, and regulatory classification of any information it makes accessible to the AI Employee. Company strongly advises against providing the AI Employee with access to sensitive personal information, protected health information, payment card data, or other regulated data.

7.2 No Security Warranty. THE COMPANY DOES NOT WARRANT THAT THE SERVICE IS FREE FROM SECURITY VULNERABILITIES OR THAT DATA ACCESSIBLE TO THE AI EMPLOYEE WILL NOT BE SUBJECT TO UNAUTHORIZED ACCESS OR LOSS.

7.3 No Liability for AI-Generated Data Disclosures. THE COMPANY SHALL HAVE NO LIABILITY FOR ANY UNAUTHORIZED OR UNINTENDED DISCLOSURE, SHARING, TRANSMISSION, OR MISHANDLING OF DATA BY THE AI EMPLOYEE.

7.4 Regulatory Compliance. Customer is solely responsible for ensuring its use of the Service complies with all applicable laws and regulations, including HIPAA, GDPR, CCPA, GLBA, FERPA, PCI DSS, and other applicable regulations.

7.5 Privacy Policy. Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

7.6 Credential Handling. Google Workspace credentials you provide during onboarding are encrypted in transit and at rest, used solely during provisioning, and deleted from our systems after provisioning is complete.

7.7 Data Deletion. Upon termination and expiration of the 30-day retention period, we will delete all Customer Content associated with your AI Employees.

8. Subscription, Payment, and Pricing

8.1 Plans and Fees.

8.2 Billing. Subscriptions are billed monthly in advance via Stripe. By subscribing, you authorize us to charge your payment method on a recurring monthly basis.

8.3 Price Changes. We may change subscription prices with at least thirty (30) days’ advance written notice. Price changes take effect at the start of your next billing cycle.

8.4 Taxes. All prices are exclusive of applicable taxes. You are responsible for all sales, use, VAT, or similar taxes imposed by any jurisdiction.

9. Cancellation

9.1 Cancellation. You may cancel any AI Employee subscription at any time through the Platform dashboard or by contacting support@opencollar.ai. Upon cancellation, billing stops immediately. Your AI Employee will continue to operate until the end of the current billing period or until you request immediate termination, whichever comes first.

9.2 Data Retention After Cancellation. Your chat history, activity logs, and training materials will be retained for thirty (30) days after cancellation. You may request a data export during this period. After 30 days, all data associated with the terminated AI Employee will be permanently deleted.

9.3 Service Issue Credits. If your AI Employee is materially non-functional for more than 48 consecutive hours due to issues within our control, you may request a prorated credit for the affected period. Credits are applied to your next billing cycle. This is your sole remedy for service interruptions.

10. Acceptable Use

You agree not to use the Service:

• for any unlawful purpose or in violation of any applicable law or regulation;
• to harass, threaten, defame, or harm any individual or entity;
• to generate, distribute, or facilitate deceptive, fraudulent, or misleading content;
• to process, store, or transmit regulated data without ensuring full compliance with all applicable requirements;
• to impersonate a human in contexts where AI disclosure is legally required;
• to attempt to circumvent, reverse-engineer, or interfere with any aspect of the Service;
• to resell or sublicense access to the Service without our prior written consent; or
• in any manner that violates Anthropic’s Acceptable Use Policy or the terms of other upstream AI model providers.

We reserve the right to suspend or terminate access if we reasonably determine you have violated these Terms.

11. Intellectual Property

The Service, including the Platform, software, infrastructure, and documentation, is owned by Fieldcrest Ventures, LLC. These Terms do not grant you any rights to our intellectual property except the limited right to use the Service as described herein.

12. Confidentiality

We will treat your Customer Content, account information, and credentials as confidential. We will not disclose your confidential information to third parties except as necessary to provide the Service, with your consent, or as required by law.

13. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

14. Limitation of Liability

14.1 IN NO EVENT SHALL FIELDCREST VENTURES, LLC OR ITS MEMBERS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, DATA, GOODWILL, OR ANTICIPATED SAVINGS.

14.2 COMPANY’S TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ALL CLAIMS SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS (USD $100.00).

15. Term and Termination

15.1 Term. These Terms are effective from the date you first access or use the Service and continue until terminated.

15.2 Termination. Either party may terminate these Terms. You may terminate by cancelling all active subscriptions and contacting support@opencollar.ai. We may suspend or terminate your access immediately if you violate Section 10, fail to pay fees when due, or if required by law.

15.3 Survival. Sections 5.3, 5.6, 6.2, 7.3, 7.4, 13, 14, 16, and 17 survive termination of these Terms.

16. Force Majeure

Neither party shall be liable for failure to perform its obligations due to events beyond its reasonable control, including natural disasters, pandemics, government actions, or failures of third-party services or AI model providers.

17. General

17.1 Governing Law. These Terms are governed by the laws of the State of Tennessee, without regard to conflict of law principles. Any disputes shall be resolved exclusively in the state or federal courts located in Davidson County, Tennessee.

17.2 Dispute Resolution. Before filing any lawsuit, both parties agree to attempt to resolve disputes through good-faith negotiation for at least thirty (30) days after written notice of the dispute.

17.3 Assignment. You may not assign or transfer these Terms without our prior written consent. Company may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

17.4 Severability. If any provision of these Terms is found unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

17.5 Entire Agreement. These Terms, together with the Privacy Policy (each incorporated herein by reference), constitute the entire agreement between the parties with respect to the Service and supersede all prior agreements and understandings.

17.6 Amendments. We may update these Terms from time to time. Material changes will be communicated by email or through the Service at least thirty (30) days before taking effect. Continued use of the Service after changes take effect constitutes acceptance.

17.7 Waiver. Failure to enforce any provision of these Terms shall not constitute a waiver of that provision.