Terms of Service

Last Updated: January 12, 2026

Welcome to Southbridge! SouthbridgeAI, Inc. ("Southbridge") provides software, including Hankweave, to help users build and run AI-agent workflows and programs (collectively, "Services"). These Southbridge Terms of Service ("Terms") are entered into by and between Southbridge and the individual or entity accepting these Terms ("User," "you," or "your"), governing your access to and use of the Services.

By using or accessing the Services, you agree to these Terms and our Privacy Policy, which explains how we collect and use your information.

To use the Services, you must be at least 13 if you reside in the United States, or the age of legal majority in your jurisdiction if you reside anywhere else. If you are under the age of 18, depending on where you live, you may need to have your parent or guardian's consent to these Terms and they may need to enter into these Terms on your behalf.

By clicking "Accept", or by downloading, installing, or using Hankweave and/or its source-code, you acknowledge that you have read, understood, and agree to be bound by these Terms, including the Privacy Policy in Section 8 below. If you do not agree to these Terms, do NOT download, install, access, or use Hankweave.

1. Your Content

A. Content

We need your license and permission to use your content for the limited purposes of providing, improving, and protecting the Services so that you may use these Services effectively.

Accordingly, when you submit content to the Services, you grant Southbridge, and any third-party services acting on Southbridge's behalf, a worldwide, non-exclusive, royalty-free, sub-licensable license to access, reproduce, modify, distribute, transmit, export, display, store and otherwise use your content for the limited purposes stated above.

If we use your content in the ways described in these Terms, you represent and warrant that such use will not infringe or violate any laws or the rights of any third party, including without limitation any copyrights, trademarks, privacy rights, publicity rights, contract rights, trade secrets or any other intellectual property or proprietary rights.

B. AI Inputs, Outputs, and Hanks

The Services may use large language models (LLMs) and other artificial intelligence features ("AI Features"). When you submit or provide code, text, prompts, files, datasets, links, or other materials to the Services ("Input"), the Services may generate outputs based on the Input ("Output"). Input and Output are collectively referred to as "User Content."

"Hanks" means custom programs, workflows, configurations, automations, or code created by or on behalf of you using Hankweave.

As between you and Southbridge, and to the extent permitted by applicable law:

you retain all ownership rights in Input;
you retain all rights, title, and interest in and to your Hanks; and
you own all Output, and Southbridge hereby assigns to you all of our right, title, and interest, if any, in and to Output.

Competition restriction on Hanks. Notwithstanding the foregoing, you agree you will not use any Hanks (or any Output) to build, offer, or support products or services that compete directly with Southbridge's offerings (including offering any third-party managed service based on Hankweave).

By using the Services, you grant Southbridge a worldwide, non-exclusive, royalty-free, sublicensable license to access, reproduce, modify, distribute, transmit, export, display, store and otherwise use User Content in any and all media now known or later developed for the limited purpose of providing, improving, and protecting the Services.

C. NO WARRANTIES REGARDING OUTPUTS

SOUTHBRIDGE MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACCURACY OF ANY OUTPUTS. YOU SHOULD NOT RELY ON ANY OUTPUTS WITHOUT INDEPENDENTLY CONFIRMING THEIR ACCURACY. OUTPUTS MAY CONTAIN MATERIAL INACCURACIES EVEN IF THEY APPEAR ACCURATE BECAUSE OF THEIR LEVEL OF DETAIL OR SPECIFICITY. YOU ACKNOWLEDGE THAT THE SERVICES AND ANY OUTPUTS MAY NOT REFLECT CORRECT, CURRENT, OR COMPLETE INFORMATION.

D. Third-Party Outputs

Due to the nature of generative AI models, Outputs may not be unique, and Outputs that the Services generate based on materials submitted by third parties ("Third-Party Outputs") may be similar or identical to Outputs that the Services generate based on your Inputs. You acknowledge that Third-Party Outputs are not your Outputs and that you have no right, title, or interest in or to any Third-Party Outputs.

E. Compliance

Southbridge may review your conduct and content for compliance with these Terms. Additionally, you acknowledge and agree that Southbridge is not responsible for content that users create and/or share through the Services.

2. Restrictions

A. General

You may use the Services only as permitted by applicable law, including export control laws and regulations. Additionally, while using the Services, you agree not to engage in any conduct that is abusive or violates these Terms, including the following prohibited conduct:

breach or circumvent any security or authentication measures;
take apart, decompile or reverse engineer any part of the Services in an effort to access non-public source-code, algorithms, or other Southbridge intellectual property;
access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you have not been invited to;
probe, scan, or test the vulnerability of any system or network, unless done in compliance with any bug bounty program we may offer;
interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;
sell, commercially distribute, sublicense, rent, lease, or otherwise transfer the Services (including Hankweave) or any derivative works of Hankweave, unless specifically authorized in writing by Southbridge;
publish, share, or store content that contains child sexual abuse content or promotes extreme acts of violence;
advocate hatred or incitement of violence against any person or group of people based on a protected class;
send unsolicited communications, promotions or advertisements, or spam;
send altered, deceptive or false source-identifying information, including spoofing or phishing;
violate the law in any way, including publishing or sharing material that is fraudulent, defamatory, or misleading, or that violates the intellectual property, privacy, or other proprietary rights of others; or
use the Services to collect, process, or transmit data in a manner you do not have rights to do.

Managed services restriction. Without limiting the foregoing, you may not offer any managed service to third parties that is based on Hankweave (including hosting, operating, or providing third-party access to Hankweave or a Hankweave-based runtime) without Southbridge's prior written consent.

B. Special Restrictions on Use of AI Features

You will not and will not permit anyone else to:

use the AI Features or any Output to infringe any third-party rights;
represent any Output as being approved or vetted by Southbridge;
represent any Output as being an original work or a wholly human-generated work;
use the AI Features for automated decision-making that has legal or similarly significant effects on individuals, unless it does so with adequate human review and in compliance with applicable laws; or
use the AI Features for purposes or with effects that are discriminatory, harassing, harmful, or unethical.

C. Violations

Southbridge reserves the right, in our sole discretion, to take appropriate action in response to violations of this policy, which could include suspending or terminating a user's access to the Services.

3. Our Services

Subject to and conditioned on your compliance with all terms and conditions of these Terms, Southbridge hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services solely in accordance with these Terms. The Services may allow you to download client software ("Software"), including Hankweave, which may update automatically.

Provided that you comply with these Terms, we give you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to use the Software, solely to access the Services. To the extent any component of the Software may be offered under an open source license, the provisions of that license may expressly override some of these Terms.

4. Alpha Services

Southbridge may release products and features that we are still testing and evaluating ("Alpha Services"). Alpha Services are labeled "alpha", "beta," "preview," or similar phrases, and may not be as reliable as Southbridge's other services. Beta Services are made available so that we can collect user feedback, and by using our Beta Services, you agree that we may contact you to collect such feedback. Certain Beta Services may be marked as confidential until official launch.

If you use any such confidential Beta Services, you agree not to disclose any information about those Services to anyone else without our permission.

5. Third-Party Services

The Services may operate on, with or using application programming interfaces and other services operated or provided by third parties ("Third-Party Services"), including without limitation through integrations or connectors to such Third-Party Services that are provided by Southbridge.

Southbridge is not responsible for the operation of any Third-Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third-Party Services. Any Third-Party Services are subject to their own terms and conditions.

Southbridge does not make any representations or warranties with respect to Third-Party Services.

6. Southbridge's Intellectual Property

As between you and Southbridge, the Services (including Hankweave, including its source code to the extent made available to you, and all related IP) are owned by Southbridge, and are protected by copyright, trade secret, trademark and other US and foreign laws. These Terms do not grant you any right, title or interest in the Services, our intellectual property, or others' content in the Services.

You agree not to change, modify, translate or otherwise create derivative works of the Services, except to the extent the Services are expressly intended to enable you to create Hanks.

No IP transfer / no IP claim. You will not acquire any proprietary right, title or interest in or to any Intellectual Property Rights in the Hankweave platform, and Southbridge retains all rights not expressly granted under these Terms.

Feedback. We welcome comments, suggestions, or other feedback ("Feedback") on the Services. You agree that any Feedback you provide (whether through the Services or otherwise) may be used by Southbridge for the development of new products/services and/or improvement of existing products/services, without any obligation to you, even after these Terms are terminated.

7. Our Rights

Southbridge may exercise the following rights at any time and in our sole discretion, and without liability or notice to you (except where prohibited by applicable law): (a) we may change parts or all of the Services and their functionality; (b) we may suspend or discontinue parts or all of the Services; (c) we may terminate, suspend, restrict or disable your access to or use of parts or all of the Services; and (d) we may change our eligibility criteria to use the Services (and if such eligibility criteria changes are prohibited by law where you reside, we may revoke your right to use the Services in that jurisdiction).

8. Privacy

By using the Services, you confirm that you have read and understood our Privacy Policy, which describes how we handle your personal information.

9. Termination

A. Term and Termination

You may stop using the Services at any time. We reserve the right to suspend or terminate your access to the Services with notice to you if Southbridge reasonably believes you have breached these Terms or if your use of the Services would cause a risk of harm or loss to us or other users.

Additionally, Southbridge may decide to discontinue the Services in response to exceptional circumstances, events beyond Southbridge's control, or to comply with a legal requirement. If we do so, we will give you reasonable prior notice if possible.

B. Survival

All provisions of these Terms which by their nature should survive termination shall survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

10. WARRANTY DISCLAIMERS

A. NO WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOUTHBRIDGE MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES INCLUDING WITHOUT LIMITATION HANKWEAVE, ANY BETA SERVICES, AND ANY OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." SOUTHBRIDGE ALSO DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

SOUTHBRIDGE MAKES NO WARRANTY OR REPRESENTATION THAT THE SERVICES AND THE OUTPUTS WILL: (A) BE TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR (C) BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

B. Exceptions

Under certain circumstances, some jurisdictions do not permit the disclaimers in this Section, so they may not apply to you. However, the disclaimers apply to the maximum extent permitted by applicable law. You may have other statutory rights and nothing in these Terms affects your statutory rights or rights under mandatory laws.

11. LIMITATION OF LIABILITY

A. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOUTHBRIDGE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES OR ANY OUTPUTS OR HANKS; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; (C) ANY CONTENT OBTAINED FROM THE SERVICES, INCLUDING ANY OUTPUTS; AND (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

SOUTHBRIDGE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS, MISTAKES OR INACCURACIES OF CONTENT INCLUDING WITHOUT LIMITATION ANY OUTPUT OR HANK, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICE, ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVICE, ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, ANY BUGS, VIRUSES, MALICIOUS SOFTWARE, OR OTHER MALWARE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY AND/OR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICES AND/OR ANY CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.

SOUTHBRIDGE HAS NO CONTROL OVER, AND TO THE FULLEST EXTENT PERMITTED BY LAW, ASSUMES NO RESPONSIBILITY FOR THE CONTENT, PRIVACY POLICIES, OR PRACTICES OF ANY THIRD-PARTY SERVICES ACCESSIBLE THROUGH OR INTEGRATED WITH THE SERVICES, AND YOU ACKNOWLEDGE AND AGREE THAT SOUTHBRIDGE IS NOT RESPONSIBLE FOR ANY THIRD-PARTY SERVICES.

B. EU USERS

IF YOU ARE AN EU USER, SOUTHBRIDGE IS LIABLE UNDER STATUTORY PROVISIONS FOR INTENT AND GROSS NEGLIGENCE BY SOUTHBRIDGE, OUR LEGAL REPRESENTATIVES, DIRECTORS OR OTHER VICARIOUS AGENTS. AN "EU USER" MEANS A NATURAL PERSON ACTING FOR PURPOSES OUTSIDE THEIR TRADE, BUSINESS, CRAFT OR PROFESSION (AS OPPOSED TO A USER FOR BUSINESS OR COMMERCIAL PURPOSES) HABITUALLY RESIDING IN THE EUROPEAN ECONOMIC AREA OR THE UNITED KINGDOM.

12. Indemnification

To the fullest extent permitted by law, you agree to indemnify and hold harmless Southbridge and its officers, directors, employees and agents from and against all damages, losses, liabilities, costs, claims, demands, fines, awards and expenses of any kind (including without limitation reasonable attorneys' fees and costs) arising out of or related to: (a) your breach of these Terms; (b) your content including without limitation all User Content and Hanks; and (c) your violation of any applicable laws or regulations in connection with these Terms or the Services.

Your indemnification obligations under this Section shall not apply to the extent directly caused by Southbridge's breach of these Terms or, where you are an EU user, to the extent that the consequences were not reasonably foreseeable.

13. Dispute Resolution

A. Informal Resolution

Before filing a claim against Southbridge, you agree to attempt to resolve the dispute by first emailing us at support@southbridge.ai with a description of your claim and proof of your relationship with Southbridge. We will try to resolve the dispute informally by following up via email, phone or other methods. If we cannot resolve the dispute within sixty (60) days of our receipt of your first email, you or Southbridge may then bring a formal proceeding.

B. Judicial Forum for Disputes

You and Southbridge agree that any judicial proceeding to resolve claims relating to these Terms or the Services will be brought exclusively in the federal or state courts located in New Castle County, Delaware, subject to the mandatory arbitration provisions below. Both you and Southbridge consent to venue and personal jurisdiction in such courts.

If you reside in a country with laws that give consumers the right to bring disputes in their local courts, this paragraph does not affect those requirements.

14. Modifications

We may modify these Terms from time to time, and will post the most current version on this site. If a modification meaningfully reduces your rights, we will notify you (by, for example, displaying a prominent notice within the Services or through other reasonable notice methods). The notice may designate a reasonable period after which the new terms will take effect. Modifications will not apply retroactively.

For avoidance of doubt, claims or disputes brought under these Terms will be resolved according to the dispute resolution provisions in effect at the time the claim or dispute is filed. By continuing to use or access the Services after any modifications come into effect, you agree to be bound by the modified Terms. If you disagree with our changes, then you must stop using the Services.

15. Controlling Law

These Terms will be governed by Delaware law except for its conflicts of laws principles. However, some countries, including those in the EU, have laws that require agreements to be governed by the local laws of the user's country. This paragraph does not override those laws.

16. Authorized Users

You are responsible for all acts and omissions of Authorized Users (as defined below), and any act or omission by an Authorized User that would constitute a breach of these Terms if taken by you will be deemed a breach of these Terms by you. You shall use reasonable efforts to make all Authorized Users aware of these Terms as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.

"Authorized User" means an individual employee, consultant, contractor, or agent of User who is authorized by User to access and use the Services under the rights granted to User pursuant to these Terms and solely for the benefit of User.

17. General

These Terms constitute the entire agreement between you and Southbridge with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. Southbridge's failure to enforce a provision is not a waiver of its right to do so later.

If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. Southbridge may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.