Absorb
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Master Software License and Services Agreement

Effective September 24, 2026.

This Master Software License and Services Agreement ("Agreement") is between Absorb.dev LLC ("Absorb") and the customer named in an Order Form ("Customer"). It governs Customer's license to self-hosted Absorb software and related support. It takes effect when an Order Form referencing it is signed.

1. Definitions

  1. Software: the Absorb compiler, runtime, CLI tools, and dashboard in object code, plus Updates, as delivered to Customer.
  2. Documentation: Absorb's installation, configuration, and policy reference materials.
  3. Order Form: a document signed by both parties listing the Edition, Licensed APIs, add-ons, fees, and Subscription Term.
  4. Edition: the Team, Business, or Enterprise package named in the Order Form, each with the capabilities described in the Documentation.
  5. Licensed API: one distinct upstream API, identified by its OpenAPI specification, that the Software is configured to expose to AI agents. Versions and environments of the same API count as one Licensed API.
  6. License Key: the signed license file that enables the Software for the licensed scope.
  7. Subscription Term: the license period in the Order Form, and each renewal.
  8. Updates: patches, fixes, and new releases that Absorb makes generally available to customers of the same Edition.
  9. Customer Data: all data processed by the Software in Customer's environment, including API traffic, credentials, policies, and audit logs.
  10. Affiliate: an entity controlling, controlled by, or under common control with a party.

2. Orders

Each Order Form is governed by this Agreement. A completed online checkout under the Online Subscription Terms is an Order Form. If an Order Form conflicts with this Agreement, the Order Form controls for that order only. Customer's Affiliates may sign their own Order Forms under this Agreement.

3. License

  1. Grant. During the Subscription Term, Absorb grants Customer a non-exclusive, non-transferable, non-sublicensable license to install and use the Software, in its own or its cloud provider's infrastructure, for Customer's internal business purposes, within the Edition, Licensed API count, and add-ons in the Order Form.
  2. Users. Customer's employees and contractors may use the Software for Customer. Customer is responsible for their compliance.
  3. Copies. Customer may make copies needed for production, staging, testing, backup, and disaster recovery.
  4. Documentation. Customer may use and copy the Documentation to support its licensed use.

4. Restrictions

Customer will not, and will not allow anyone to:

  1. Exceed the licensed Edition, add-ons, or Licensed API count.
  2. Tamper with, bypass, or disable the License Key or license checks.
  3. Reverse engineer, decompile, or disassemble the Software, except where the law permits it despite this restriction.
  4. Sell, sublicense, rent, or distribute the Software, or offer it to third parties as a hosted or managed service.
  5. Use the Software to build a competing product.
  6. Remove proprietary notices.
  7. Use the Software in breach of the Acceptable Use Policy or applicable law.

5. Source code

Source code is not delivered under this Agreement unless the Order Form is for the Enterprise Edition and expressly grants source access. Where granted, Customer may use the source code only to review security, build, and maintain the Software for its licensed use. Source code is Absorb's Confidential Information, and Section 4 applies to it. Any modifications are Customer's responsibility, and Support does not cover modified builds.

6. Delivery and License Keys

Absorb delivers the Software and License Key electronically. Delivery occurs when they are made available for download. The License Key may limit operation to the licensed scope and Subscription Term. Absorb will issue a replacement License Key promptly if a key fails through no fault of Customer.

7. Usage reports and verification

On request, but no more than once per year, Customer will provide a report of its usage generated by the Software's license report tool, certified by an authorized officer. If usage exceeds the licensed scope, Customer will pay for the excess at the rates in the Order Form, prorated from the date the excess began. If an underpayment exceeds 5%, Customer will also pay Absorb's reasonable verification costs.

8. Fees and payment

  1. Fees are stated in the Order Form in U.S. dollars and are invoiced annually in advance unless the Order Form states otherwise.
  2. Invoices are due within 30 days of the invoice date.
  3. Late amounts bear interest at 1% per month, or the maximum lawful rate if lower.
  4. Fees exclude taxes. Customer pays all sales, use, VAT, and similar taxes, except taxes on Absorb's income.
  5. If an undisputed payment is more than 30 days overdue, Absorb may suspend Updates and Support after 10 days' written notice.
  6. Fees are non-refundable except as stated in Sections 13.3 and 16.3.
  7. Absorb may change renewal fees by giving notice at least 60 days before the renewal date.

9. Term and termination

  1. Term. This Agreement continues while any Order Form is in effect.
  2. Renewal. Each Subscription Term renews for 12 months unless either party gives notice of non-renewal at least 30 days before it ends.
  3. Termination for breach. Either party may terminate an Order Form if the other materially breaches this Agreement and fails to cure within 30 days of written notice.
  4. Insolvency. Either party may terminate if the other becomes insolvent, makes an assignment for creditors, or enters bankruptcy proceedings that are not dismissed within 60 days.
  5. Effect. On expiry or termination, the license ends. Customer will stop using the Software and delete all copies and License Keys within 30 days, and certify deletion on request. Customer Data remains Customer's.
  6. Survival. Sections 4, 5, 7, 8, 9.5, 10, 11, 13.4, 14, 15, 16, and 19 survive.

10. Customer responsibilities

  1. Customer controls the Software's configuration, including policies, allowlists, field projections, argument conditions, approval rules, and credentials. Customer is responsible for reviewing policies before production use.
  2. Customer is responsible for the AI agents, models, and users it connects to the Software, and for their actions, inputs, and outputs.
  3. Customer is responsible for its infrastructure, upstream APIs, credential storage, backups, access controls, and compliance with laws that apply to its data.
  4. Customer will install security Updates within a reasonable time after release.

11. Customer Data

The Software runs in Customer's environment, and Absorb does not access Customer Data in normal operation. If Customer sends Absorb Customer Data, such as logs in a support request, Absorb will use it only to provide Support and will protect it as Confidential Information. Where that data includes personal data, the Data Processing Addendum applies.

12. Support and Updates

During the Subscription Term, Absorb provides Updates and Support under its Support and Maintenance Policy for the purchased tier.

13. Warranties

  1. Performance. Absorb warrants that, for 90 days after delivery of each release, the unmodified Software will perform materially as described in the Documentation.
  2. Malicious code. Absorb warrants that the Software as delivered will not contain viruses, time bombs, or other malicious code. License Key checks are not malicious code.
  3. Remedy. For breach of Section 13.1, Absorb will use reasonable efforts to correct the nonconformity. If it cannot do so within 30 days, either party may terminate the affected Order Form, and Absorb will refund prepaid fees for the remaining Subscription Term. This is Customer's exclusive remedy for that breach.
  4. Disclaimer. EXCEPT AS STATED IN THIS SECTION, THE SOFTWARE, DOCUMENTATION, AND SUPPORT ARE PROVIDED "AS IS". ABSORB DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ABSORB DOES NOT WARRANT THAT THE SOFTWARE WILL PREVENT ALL UNAUTHORIZED AGENT ACTIONS, OR THAT AI AGENT OR MODEL OUTPUTS WILL BE ACCURATE, SAFE, OR LAWFUL.

14. Confidentiality

  1. "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood as confidential. The Software, source code, License Keys, pricing, and Order Forms are Absorb's Confidential Information.
  2. The recipient will use Confidential Information only to perform under this Agreement, protect it with at least reasonable care, and disclose it only to personnel and advisers who need to know it and are bound by similar duties.
  3. These duties do not apply to information that is public through no fault of the recipient, already known to it, independently developed, or lawfully received from a third party.
  4. The recipient may disclose Confidential Information when legally required, after giving prompt notice where lawful.
  5. These duties last for the Subscription Term and 5 years after, and for trade secrets and source code, for as long as they remain protected.

15. Intellectual property

Absorb and its licensors own the Software, Documentation, and all related intellectual property. Customer owns its policies, configurations, and Customer Data. Absorb may use feedback from Customer without restriction. No rights are granted except those expressly stated.

16. Indemnification

  1. By Absorb. Absorb will defend Customer against any third-party claim that the Software, as delivered and used under this Agreement, infringes a U.S., EU, or UK patent, copyright, or trademark, or misappropriates a trade secret. Absorb will pay damages and costs finally awarded or agreed in settlement.
  2. Exclusions. Section 16.1 does not cover claims arising from modifications not made by Absorb, combinations with items not supplied by Absorb, use of a superseded release after a non-infringing Update was offered, Customer's policies, APIs, or data, or use in breach of this Agreement.
  3. Remedies. If the Software is or may become subject to a claim, Absorb may obtain the right for Customer to continue using it, modify it to be non-infringing, or terminate the affected license and refund prepaid fees for the remaining Subscription Term.
  4. By Customer. Customer will defend Absorb against any third-party claim arising from Customer Data, Customer's APIs, AI agents, or their actions, or Customer's use of the Software in breach of this Agreement or law, and will pay damages and costs finally awarded or agreed in settlement.
  5. Procedure. The indemnified party must give prompt notice, sole control of the defense and settlement, and reasonable cooperation. No settlement may impose liability or admissions on the indemnified party without its consent.
  6. This Section 16 states each party's sole liability and exclusive remedy for third-party claims described in it.

17. Limitation of liability

  1. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY.
  2. EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID AND PAYABLE BY CUSTOMER IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.
  3. THESE LIMITS DO NOT APPLY TO CUSTOMER'S PAYMENT OBLIGATIONS, BREACH OF SECTION 4, EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, OR LIABILITY THAT CANNOT BE LIMITED BY LAW.

18. Evaluations

Absorb may provide the Software for evaluation, early access, or proof of concept ("Evaluation"). An Evaluation lasts 30 days unless Absorb states otherwise in writing, and is for non-production testing only. Sections 13, 16.1, and 12 do not apply, the Software is provided "as is", and Absorb's total liability for an Evaluation is US$1,000. Customer will not publish benchmarks or share Evaluation builds without Absorb's written consent.

19. General

  1. Governing law. This Agreement is governed by the laws of the State of Delaware, excluding conflict of laws rules. The state and federal courts in Delaware have exclusive jurisdiction. The UN Convention on Contracts for the International Sale of Goods does not apply.
  2. Export. Each party will comply with U.S. and other applicable export control and sanctions laws. Customer will not use or export the Software in or to an embargoed country or for a prohibited person or end use.
  3. Government use. The Software is commercial computer software. U.S. government rights are limited to those in this Agreement, under FAR 12.212 and DFARS 227.7202.
  4. Publicity. Absorb may name Customer as a customer and use its logo, unless Customer opts out in writing. Neither party will issue a press release about the other without consent.
  5. Assignment. Neither party may assign this Agreement without consent, except to a successor in a merger, acquisition, or sale of substantially all related assets, with notice.
  6. Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations.
  7. Notices. Notices must be in writing to the addresses in the Order Form. Notices to Absorb must be copied to [email protected].
  8. Independent contractors. The parties are independent contractors. There are no third-party beneficiaries.
  9. Entire agreement. This Agreement, its Order Forms, and the policies it references are the entire agreement on its subject. Terms in purchase orders or supplier portals do not apply, even if accepted. Amendments must be signed by both parties.
  10. Policies. Absorb may update the Support and Maintenance Policy, Acceptable Use Policy, and Subprocessors list, but no update will materially reduce Customer's rights during the current Subscription Term.
  11. Severability and waiver. An unenforceable provision will be enforced to the maximum extent permitted, and the rest remains in effect. A failure to enforce is not a waiver.
  12. Counterparts. Order Forms may be signed electronically and in counterparts.