Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) are a legal agreement between you and ESR AI Corp., a corporation with a mailing address at PO Box 341, Farmingdale, NY 11735 (“ESR,” “we,” “us”). By accessing or using the ESR platform (the “Service”), you agree to be bound by these Terms. If you do not agree, do not use the Service. These Terms apply to all visitors, users, and others who access or use the Service.

2. Description of Service

ESR provides an AI-powered business operations platform for solopreneurs and small business owners. The Service includes AI agents (Strategist, Marketer, Builder, and the Ava assistant), a virtual office, an advisors board, task routing, and related features. Your agents research your market, read your own business data, and produce drafts, plans, reports, and other work product that you own. On Growth and Empire plans, agents also run autonomously on a schedule you set, including overnight, without you present, and their work is waiting for you when you return. Agents operate within the permissions and budget you grant them, and Section 8 describes what agents do and do not do on your behalf today. Features and availability may change over time.

3. Eligibility & Account Registration

You must be at least 18 years old (or the age of legal majority in your jurisdiction) to use the Service. To use the Service, you must create an account. You agree to provide accurate, current, and complete information and to keep your account credentials confidential. You are responsible for all activity that occurs under your account, including any actions your AI agents take. Notify us immediately of any unauthorized use at support@esr.co.

4. Subscriptions, Billing & Power Credits

ESR is a subscription-based service billed monthly. By subscribing, you authorize us to charge the applicable fees to your payment method on a recurring basis via our payment processor, Stripe. Current plans and pricing are shown on our pricing page and are subject to change with notice.

Each subscription plan includes a monthly “Power” allowance (shown as a percentage) that AI agents consume to perform work. Subscription Power resets each billing cycle and does not roll over or carry a cash value.

You may separately purchase one-time Power top-ups. Purchased top-up Power never expires for as long as your account remains active, is non-transferable between accounts, has no cash redemption value, and is forfeited if your account is closed or deleted under Section 16. You may cancel your subscription at any time from account settings; cancellation takes effect at the end of the current billing period, and any monthly Power allowance is not prorated or refunded for the unused portion.

5. Refunds & Cancellation

Refunds are available until your agents have run real work. If you have not yet had an agent perform work on your account, you may request a full refund of your most recent subscription payment by contacting support@esr.co. We are not trying to keep money from someone who never got value.

Setting up is not “work.” Creating your account, completing onboarding, describing your business, connecting or importing your data, configuring agents and their grants, browsing the Service, and chatting with Ava about what ESR can do do not end your refund eligibility. You are meant to look around before you commit.

Once an agent task has executed, the sale is final. A task has “executed” when an agent has consumed Power to produce output for you: research, a draft, a plan, a report, or any other work product. At that point the work has been performed, the output has been delivered to you irrevocably, and you keep it whether or not you keep your subscription. From that moment, subscription fees and Power top-up purchases for the then-current billing period are non-refundable, including for unused Power. Power that ESR refunds to your balance because a task failed does not count as work run and does not, by itself, make the sale final.

Cancellation. You may cancel at any time from account settings. Cancellation takes effect at the end of your current billing period; we do not prorate or refund the unused portion of a billing period, and your monthly Power allowance does not carry over. You keep access, and any purchased top-up Power, until the period ends.

Your statutory rights. Nothing in this Section limits any refund, cancellation, or cooling-off right you have under applicable law that cannot be waived by agreement, including, for consumers in the EU and UK, the statutory right of withdrawal, and any rights you have under the law of your state or country. Where such a right applies, it overrides the rules above.

6. Acceptable Use

You agree not to use the Service, or direct an AI agent, to:

• Generate content that is illegal, harmful, harassing, or deceptive
• Attempt to reverse-engineer or circumvent security measures, rate limits, or Power/budget controls
• Share account access with unauthorized third parties
• Direct an agent to take irreversible, high-risk, or clearly out-of-scope actions without your review
• Use the Service in any way that violates applicable laws or regulations

7. AI-Generated Output; No Warranty

The Service uses third-party AI models to generate text, plans, code, and other output. AI-generated content may be inaccurate, incomplete, biased, or inappropriate, and is provided “as is” without warranty of any kind. You are solely responsible for reviewing, fact-checking, and approving any AI output, including anything an agent drafts or produces for you, and anything an agent sends or publishes under a capability you have enabled, before relying on it, acting on it, or putting it in front of anyone else. ESR does not guarantee any specific business outcome, revenue, or result from use of the Service.

8. Autonomous Agent Actions; Your Responsibility

Agents act on your behalf within the scope, budget, and autonomy level you configure (“grants”), and on Growth and Empire plans they may do so on a schedule, unattended. By enabling an agent or grant, you authorize ESR’s systems to carry out the actions that grant permits without further per-action confirmation, subject to the guardrails and limits ESR provides.

What agents do today. Agent actions are currently limited to researching public sources, reading your own data in the Service, producing drafts and other work product in your workspace, sending email to your own account email address only, and consuming the Power/budget those actions require. An agent can email you, the account owner, at the verified address on your account, and can reach no one else: it cannot email your customers, leads, or any third party, and there is no way to direct an agent’s email to a different recipient. Beyond emailing you, agents do not post to social accounts, publish content, transact, or otherwise transmit anything outside your workspace on your behalf. Work an agent produces is otherwise yours to review and to send, post, or publish yourself.

ESR expects to offer agent capabilities that act outside your workspace in the future. Any such capability will be governed by this Section and will require a grant you configure; ESR will not enable a materially new category of agent action on your behalf, such as sending, publishing, or transacting, without notice to you and your ability to review, narrow, or refuse that grant.

• You are responsible for the scope, budget, and permissions you grant to any agent, and for the consequences of actions taken within that grant
• ESR applies safeguards (spend caps, risk gating, irreversible-action review) but does not guarantee an agent will never make a mistake
• You should review agent activity and outputs regularly and revoke or narrow a grant at any time from account settings

9. Ownership of Your Data, Domain & Business

You retain full ownership of your business, brand, domain(s), and all data, content, and materials you or your agents create using the Service (“Your Content”). ESR does not acquire any ownership interest in your business or Your Content. By using the Service, you grant ESR a limited, non-exclusive license to host, process, and transmit Your Content solely to provide and improve the Service, as described in our Privacy Policy.

Agent output is yours. As between you and ESR, you own the output your agents generate for you, and you may use it for any lawful purpose, including commercially. ESR claims no license to that output beyond what is needed to operate the Service for you. To the extent any ownership interest in agent output would otherwise vest in ESR, ESR assigns it to you.

Two limits on what “you own it” can mean. First, AI-generated material may not be eligible for copyright or other intellectual-property protection in every jurisdiction, and ESR cannot and does not promise that output is protectable or exclusive to you. Second, because output is generated statistically from a prompt, other customers may receive output that is similar or identical to yours from similar requests, and ESR does not restrict them from doing so. ESR also does not warrant that agent output does not infringe a third party’s rights: see Sections 7, 14, and 15.

10. ESR’s Intellectual Property

The Service itself, its software, design, agent orchestration, and underlying technology, is owned by ESR and protected by intellectual property laws. Except for the limited right to use the Service under these Terms, no rights in ESR’s intellectual property are granted to you.

11. Affiliate Program

Referral bonus (built in, no agreement required). Every account can share a referral link. When a person who signed up through your link makes their first successful payment, we credit your account with a one-time bonus of 50% Power. This bonus is capped at 10 referrals per account for the lifetime of the account; referrals beyond the tenth earn no bonus. The bonus is Power only. It is account credit, has no cash value, is not redeemable for money, and is not transferable. It is credited to your non-expiring Power balance. If the referred payment is refunded, charged back, or otherwise reversed, the bonus is reversed and the referral slot is returned to you. Self-referral earns nothing.

ESR also offers a separate optional paid affiliate program that pays cash commissions. It is not yet open, and no commission rate, payout schedule, or threshold is offered or promised by these Terms. Participation is voluntary and is governed by a separate ESR Affiliate Agreement, which you must read and accept before an affiliate link is generated for you. That agreement, not this Section, sets the commission rate, attribution window, payout schedule and thresholds, tax and reporting obligations, chargeback and clawback rules, and the grounds and process for termination. In the event of a conflict between these Terms and the Affiliate Agreement with respect to the affiliate program, the Affiliate Agreement controls.

Self-referral is prohibited. You may not use your own affiliate link to purchase your own subscription, create or arrange the creation of an account in order to earn commission on your own purchase, or refer any account that you, a member of your household, or a person or entity acting on your behalf or under your control owns or operates. Commission on a self-referral is void, will not be paid, and may be reversed if already paid.

Commissions are earned on completed, non-refunded payments. If a referred payment is refunded, charged back, or reversed, the corresponding commission is reversed. ESR may withhold payout, reverse commissions, and suspend or terminate affiliate status for fraud, self-referral, misrepresentation of ESR, spam or unsolicited bulk promotion, unauthorized use of ESR’s brand or paid search on ESR’s marks, or violation of these Terms or the Affiliate Agreement.

12. Third-Party Services

The Service relies on third-party providers to operate, including Stripe (payments), Supabase (database & authentication), Vercel (hosting), Anthropic (AI models powering agents), Voyage AI (memory embeddings), Resend (transactional email), Sentry (error monitoring), and PostHog and Microsoft Clarity (product analytics). Your use of the Service is also subject to the applicable terms of these providers where they interact directly with you (for example, Stripe’s checkout terms).

What this means for the data you give your agents. To generate output, the Service transmits the content you submit, including your tasks, instructions, knowledge base entries, and the business context your agents read, to our third-party AI model provider for processing. ESR does not sell your data, and does not permit its model providers to use your business data to train their general-purpose models. Those providers process your content as ESR’s subprocessors, under their own security and retention terms, and may retain it briefly for abuse monitoring. Do not submit information to an agent that you are not permitted to disclose to a third-party processor, for example, data covered by a confidentiality obligation that forbids subprocessing, or regulated categories such as protected health information or payment card data. Our Privacy Policy lists our subprocessors and describes this handling in full.

13. Limitation of Liability

To the maximum extent permitted by law, ESR shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or business interruption, arising from your use of the Service or actions taken by an AI agent on your behalf. Our total liability to you shall not exceed the amount you paid to ESR in the twelve months preceding the claim.

14. Disclaimers

The Service is provided “as is” and “as available,” without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or fully secure.

15. Indemnification

15.1 Your indemnity. You agree to defend, indemnify, and hold harmless ESR and its officers, directors, employees, and agents from and against any third-party claim, demand, suit, or proceeding, and any resulting damages, losses, liabilities, settlements, and expenses (including reasonable attorneys’ fees), to the extent arising out of or relating to: (a) Your Content, including any claim that it infringes or misappropriates a third party’s intellectual property or privacy rights; (b) your use of the Service, including your use, publication, or distribution of agent output; (c) your violation of these Terms or of any applicable law or regulation; or (d) any action taken by an agent within the scope, budget, and permissions of a grant you configured.

15.2 Procedure. ESR will give you prompt written notice of any claim for which it seeks indemnity (a delay in notice relieves you of your obligations only to the extent you are actually prejudiced by it), give you sole control of the defense and settlement of the claim using counsel reasonably acceptable to ESR, and provide reasonable cooperation at your expense. You may not settle any claim in a way that imposes any liability, payment, or admission of fault on ESR, or that restricts ESR’s operation of the Service, without ESR’s prior written consent. ESR may participate in the defense at its own expense with counsel of its choosing.

15.3 No output indemnity from ESR. ESR does not indemnify you against claims that AI-generated output infringes a third party’s intellectual property rights. Some AI providers offer such protection for their own products; ESR does not offer it today. You are responsible for reviewing output before you use or publish it, as described in Sections 7 and 8.

16. Termination

You may stop using the Service and delete your account at any time from settings. ESR may suspend or terminate your access for violation of these Terms, non-payment, or suspected fraud or abuse. Upon termination, your right to use the Service ends immediately; data handling on termination is described in our Privacy Policy.

17. Governing Law & Dispute Resolution

17.1 Governing law. These Terms, and any dispute arising out of or relating to them or to the Service, are governed by the laws of the State of New York, USA, without regard to its conflict-of-laws principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

17.2 Talk to us first. Before filing anything, please email support@esr.co with a short description of the dispute and the relief you want. Both of us agree to try in good faith to resolve it informally for 30 days from that notice. Most problems end here.

17.3 Venue. If informal resolution fails, any dispute will be brought exclusively in the state or federal courts located in the State of New York, and you and ESR each consent to the personal jurisdiction of those courts. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information, and either party may bring an individual claim in small-claims court if it qualifies.

17.4 Jury and class-action waiver. To the fullest extent permitted by law, you and ESR each waive the right to a trial by jury, and each agree to bring claims only in an individual capacity, not as a plaintiff or class member in any class, collective, consolidated, or representative proceeding. If a court finds this waiver unenforceable as to a particular claim, that claim is severed and proceeds in court, and the rest of this Section still applies.

17.5 Your non-waivable rights. Nothing in this Section deprives you of the protection of any mandatory consumer-protection law of your country or state of residence, or of the right to bring proceedings in your local courts where that right cannot be waived by agreement.

18. Changes to Terms

We reserve the right to update these Terms at any time. We will notify you of material changes by email or by displaying a notice in the Service. Continued use of the Service after changes take effect constitutes acceptance of the new Terms.

19. Contact

Questions about these Terms? Email us at support@esr.co, or write to us at: