Pantera AI Inc. — Terms of Service

1. Definitions and Interpretation

In these Conditions, unless the context requires otherwise:

employees, agents and independent contractors of the Customer authorized to use the Services and Documentation and named as such in the Order or subsequently agreed in writing.

Business Day: a day other than a Saturday, Sunday or public holiday when banks in New York are open for business.

Conditions: these terms and conditions (as updated from time to time).

Confidential Information: has the meaning given in clause 14.1 of these Conditions.

Contract: the contract between Pantera AI Inc. and the Customer for the supply of the Services, incorporating these Conditions and the Proposal Confirmation.

Controller, Data Controller, Processor or Data Processor: has the meaning set out in the applicable Data Protection Legislation.

Customer: the person or company purchasing Services, named in the Proposal Confirmation.

Customer Data: data input by the Customer, Authorized Users or Pantera AI Inc. on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.

Customer Materials: all data, documents, information, items and materials in any form, including Customer Data, owned by the Customer or a third party, that are provided by the Customer to Pantera AI Inc. in relation to the Services or posted on the Services by an Authorized User or the Customer.

Data Protection Legislation: all applicable data protection and privacy laws, regulations, guidance and codes of practice.

Documentation: the documents made available by Pantera AI Inc. to the Customer from time to time describing the Services and instructions for their use.

Effective Date: the date described in clause 2.2.

Pantera AI Inc.: Pantera AI Inc., a company incorporated in Delaware, USA, with registered office at 1415 Coral Ridge Dr., Fort Lauderdale, FL 33304, USA, together with any subsidiary of Pantera AI Inc.

Initial Subscription Term: the initial term of the Contract set out in the relevant Proposal Confirmation and beginning on the Effective Date.

Intellectual Property Rights: patents, copyrights, trademarks, trade names and domain names, rights in get‑up, goodwill, rights to sue for passing off, design rights, database rights, rights to use and protect the confidentiality of confidential information (including know‑how) and all other intellectual property rights, registered or unregistered.

Order: the Customer’s proposal for Services as set out in the proposal form issued by Pantera AI Inc. and completed by the Customer.

Proposal Confirmation: the form issued by Pantera AI Inc. to a Customer confirming its acceptance of an Order.

Renewal Period: the period described in clause 17.1.

Services: the services (including Setup Services) described in the Proposal Confirmation or otherwise agreed in writing, provided by Pantera AI Inc. to the Customer through Pantera’s website or any other site notified to the Customer.

Setup Fees: the fees for providing the Setup Services.

Setup Services: the design, configuration and testing services to ensure the Customer’s systems are suitable for Pantera AI Inc.’s Services.

Software: the online software platform and/or applications provided by Pantera AI Inc. as part of the Services.

Subscription Fees: the subscription fees payable by the Customer to Pantera AI Inc. under the Contract.

Subscription Term: has the meaning given in clause 17.1.

Users: includes both Authorized Users and any end users interacting with the Customer through the Services.

2. Acceptance and Basis of Contract

2.1. Acceptance by Use. Without prejudice to any Order or Proposal Confirmation, use of any Pantera‑branded website, application, subdomain or API (including app.panteragpt.com, agents.panteragpt.com, flw.panteragpt.com, meta.panteragpt.com and prag.panteragpt.com) constitutes unqualified acceptance of these Conditions. If you do not agree to these Conditions, you must not use the Services.

2.2. Orders and Proposal Confirmations. An Order constitutes an offer by the Customer to purchase Services under these Conditions. An Order is binding on Pantera AI Inc. and the Customer only when Pantera AI Inc. accepts the Order by:
   2.2.1. providing the Customer with the Proposal Confirmation; or
   2.2.2. commencing provision of the Services, whichever occurs first (the Effective Date).

2.3. Entire Agreement. These Conditions apply to the Contract to the exclusion of any other terms the Customer seeks to impose or incorporate or that are implied by trade, custom or course of dealing. Any quotation or proposal is valid for 20 Business Days from its date of issue.

3. User Subscriptions and License

3.1. Subscription Licence. Subject to the Customer purchasing the User Subscriptions and complying with these Conditions, Pantera AI Inc. grants the Customer a non‑exclusive, non‑transferable right to permit the Authorized Users to use the Services and Documentation during the Subscription Term solely for the Customer’s internal business operations.

3.2. Authorized User Obligations. The Customer shall ensure that Authorized Users comply with any eligibility requirements notified by Pantera AI Inc., that the number of Authorized Users does not exceed the number of User Subscriptions purchased, and that each Authorized User maintains a secure password and keeps it confidential. The Customer shall maintain an up‑to‑date list of current Authorized Users and provide it to Pantera AI Inc. upon request.

3.3. Multi‑tenant Environment. Each Customer account constitutes a separate tenant. The Customer is responsible for managing its Authorized Users and configuration within its tenant and for all activities occurring under its credentials.

4. Customer’s Obligations

4.1. Cooperation. The Customer shall provide Pantera AI Inc. with all necessary cooperation and access to information as may be required to provide the Services.

4.2. Customer Data and Materials. The Customer warrants that it has obtained all necessary rights and consents to provide the Customer Data and Customer Materials and that such data has been processed lawfully. The Customer is responsible for notifying its own end users of Pantera AI Inc.’s Privacy Policy and obtaining any required consents.

4.3. Compliance. The Customer shall comply with all applicable laws (including Data Protection Legislation) in relation to its use of the Services.

4.4. Assistance. The Customer shall make available representatives to provide prompt and accurate instructions and assistance in connection with the Services.

5. Prohibited Use

The Customer shall not, and shall ensure that Authorized Users do not:

Access, store, distribute or transmit any viruses or any material that is unlawful, harmful, threatening, defamatory, obscene, harassing, racially or ethnically offensive or otherwise illegal;

Facilitate illegal activities;

Copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any part of the Software or Documentation (except as expressly permitted);

Attempt to decompile, disassemble, reverse‑engineer or reduce to human‑perceivable form all or any part of the Software;

Access the Services to build a competing product or service.

6. Fees and Payment

6.1. Fees. The Customer shall pay the Setup Fees (if applicable), Subscription Fees and any additional fees agreed in the Order or otherwise notified. Where the Customer purchases services online without a formal Order, the applicable fees shall be those displayed at the time of purchase.

6.2. Invoicing and Payment. Unless otherwise agreed, Subscription Fees are invoiced monthly in advance or 30 days in advance. The Customer shall pay all invoices within 30 days of the invoice date.

6.3. Fee Adjustments. Pantera AI Inc. may increase the Subscription Fees at the start of each Renewal Period upon 30 days’ notice.

7. Term and Termination

7.1. Term. The Contract shall commence on the Effective Date and shall continue for the Initial Subscription Term specified in the Proposal Confirmation or, in the absence of a Proposal Confirmation, for as long as the Customer uses the Services. It shall automatically renew for successive periods equal to the Initial Subscription Term (each a Renewal Period) unless terminated in accordance with these Conditions.

7.2. Termination for Breach. Either party may terminate the Contract on 30 days’ written notice if the other party commits a material breach that is not remedied within that notice period.

7.3. Suspension or Termination for Misuse. Pantera AI Inc. may suspend or terminate access to the Services immediately without liability if the Customer or any Authorized User materially breaches these Conditions (including clause 5).

7.4. Effects of Termination. On termination of the Contract for any reason: (a) all licences granted under these Conditions shall immediately terminate; (b) the Customer shall cease using the Services; (c) Pantera AI Inc. may destroy or otherwise dispose of any of the Customer Data in its possession unless Pantera AI Inc. receives, no later than 30 days after the effective date of termination, a written request for the delivery to the Customer of the then most recent backup of the Customer Data.

8. Data Protection

8.1. Roles. The parties acknowledge that, for the purposes of Data Protection Legislation, the Customer is the Controller and Pantera AI Inc. is the Processor of any personal data provided by or on behalf of the Customer.

8.2. Pantera’s Obligations. Pantera AI Inc. shall process personal data only on the Customer’s documented instructions to provide the Services, implement appropriate technical and organizational measures to protect such data, ensure that persons authorized to process the personal data are under confidentiality obligations, and assist the Customer in complying with its obligations under Data Protection Legislation.

8.3. Sub‑processors. Pantera AI Inc. may engage sub‑processors to process personal data on behalf of the Customer, subject to clauses equivalent to this clause 8. Pantera AI Inc. remains responsible for sub‑processors’ acts or omissions. Pantera AI Inc. shall provide 28 days’ prior notice of new sub‑processors; the Customer may object within 14 days, and Pantera AI Inc. will make reasonable efforts to provide alternative processing.

8.4. Customer’s Obligations. The Customer warrants that it has the lawful basis to transfer personal data to Pantera AI Inc., shall comply with applicable Data Protection Legislation and shall indemnify Pantera AI Inc. against all liabilities arising from its breach of this clause 8.

8.5. Data Security Incidents. Pantera AI Inc. shall notify the Customer without undue delay upon becoming aware of a personal data breach and assist the Customer in fulfilling any data breach reporting obligations.

9. Support and Service Levels

Pantera AI Inc. will, as part of the Services and at no additional cost, provide the Customer with Pantera AI Inc.’s standard customer support services during normal business hours. Pantera AI Inc. may amend the support services in its sole and absolute discretion from time to time.

10. Proprietary Rights

10.1. Pantera AI Inc. and its licensors own all Intellectual Property Rights in and to the Services, Software and Documentation. Except as expressly stated, these Conditions do not grant the Customer any rights to such rights.

10.2. The Customer retains all rights to Customer Data and Customer Materials. The Customer grants Pantera AI Inc. a worldwide, non‑exclusive, royalty‑free licence to host, copy, transmit and display Customer Data and Materials as necessary for Pantera AI Inc. to provide the Services and improve its offerings.

11. Confidentiality

11.1. Each party may be given access to confidential information from the other party in order to perform its obligations. Each party shall hold the other’s confidential information in confidence and not disclose it to any person except as permitted.

11.2. A party’s confidential information shall not include information that: (a) is or becomes publicly known other than through breach of this clause; (b) was in the receiving party’s possession prior to disclosure; (c) is received from a third party without breach of any obligation; or (d) is independently developed.

11.3. Each party may disclose the other party’s confidential information to its employees, officers, representatives, contractors and advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract.

12. Indemnity

The Customer shall indemnify Pantera AI Inc. against all liabilities, costs, expenses, damages and losses (including legal fees) incurred by Pantera AI Inc. arising out of or in connection with: (a) the Customer’s use of the Services in violation of these Conditions; (b) the Customer Data or Customer Materials; or (c) any claim that the Customer’s use of the Services infringes the rights of a third party.

13. Limitation of Liability

13.1. Except as expressly and specifically provided in these Conditions: (a) the Customer assumes sole responsibility for results obtained from the use of the Services; (b) Pantera AI Inc. shall have no liability for any damage caused by errors or omissions in any information or instructions provided by the Customer.

13.2. Nothing in these Conditions limits or excludes Pantera AI Inc.’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.

13.3. Subject to clause 13.2, Pantera AI Inc. shall not be liable for any indirect or consequential loss or damage, including loss of profits, business, goodwill or data. Pantera AI Inc.’s total liability in contract, tort (including negligence) or otherwise, arising in connection with the Contract shall not exceed the total Subscription Fees paid by the Customer during the 12 months immediately preceding the date on which the claim arose.

14. Warranties and Disclaimer

14.1. Pantera AI Inc. warrants that the Services will be provided with reasonable skill and care. Except as expressly provided, the Services, Software and Documentation are provided “as is” and Pantera AI Inc. disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

15. Force Majeure

Pantera AI Inc. shall have no liability to the Customer if it is prevented from or delayed in performing its obligations under the Contract by acts, events, omissions or accidents beyond its reasonable control.

16. Assignment

The Customer shall not, without the prior written consent of Pantera AI Inc., assign, transfer, sub-contract or deal in any manner with any of its rights or obligations under the Contract. Pantera AI Inc. may assign or transfer its rights and obligations under the Contract to any of its affiliates or in connection with a merger or sale of assets.

17. Miscellaneous

17.1. Renewal. Unless otherwise specified in the Order or Proposal Confirmation, the Contract shall automatically renew for successive periods equal to the Initial Subscription Term, subject to clause 6.3 regarding fee adjustments.

17.2. Notices. Notices required under these Conditions shall be in writing and delivered by hand, sent by pre-paid first-class post or email to the addresses notified by the parties.

17.3. Severance. If any provision of these Conditions is found to be invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, and the remainder shall remain in force.

17.4. Waiver. No failure or delay by a party to exercise any right under these Conditions shall constitute a waiver of that right.

17.5. Governing Law and Jurisdiction. The Contract and any dispute or claim arising out of or in connection with it shall be governed by the laws of the State of Delaware, USA. Each party irrevocably submits to the exclusive jurisdiction of the courts of Delaware, except that nothing shall prevent Pantera AI Inc. from seeking injunctive relief in any jurisdiction.

18. Contact Information

Pantera AI Inc.
1415 Coral Ridge Dr.

Fort Lauderdale, FL 33304, USA
Email: legal@panteragpt.com

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