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 Ava, an AI executive assistant; a roster of AI specialists organised into departments; a board of AI advisors; a knowledge base holding what ESR knows about your business; routines that run on a schedule; an itemised spend ledger; and related features.

Your agents research your market, read your own business data, produce work product that you own, and, under permissions you grant, act outside your workspace on your behalf. On every paid plan, agents may run on a schedule you set, including unattended.

Agents operate within the permissions and budget you grant them. Section 8 describes how agent actions are authorised and limited. The specialists available, the departments they are organised into, and the capabilities of the Service 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 & AI Spend

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.

AI compute is billed separately from your subscription and is not included in it. AI work draws against a prepaid balance you fund in advance. ESR passes AI compute through at exactly the price ESR pays for it, with nothing added, and itemises every task in a ledger you can open at any time.

Your prepaid balance does not expire while your account is active, does not reset at the start of a billing period, and carries forward. It is non-transferable between accounts and has no cash redemption value except as described in Section 5.

Work does not start if your balance is too low to complete it. There is no overdraft facility, and ESR cannot bill you for AI compute beyond the balance you have funded.

You are only charged for AI when a task is done. If the work is poor, tell us and we will refund it.

Promotional credit. ESR may grant promotional AI spend credit, including a one-time credit matching your first prepaid funding up to a published amount. Promotional credit does not expire while your account is active, is drawn down before your own funded balance, has no cash value, is not refundable, 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.

5. Refunds & Cancellation

Membership refund window. You may request a full refund of your most recent subscription payment within 14 days of subscribing, by contacting support@esr.co. This window is voided by the first dollar of AI compute spent after you subscribe. Outside that window, or once AI compute has been spent following your subscription, subscription fees for the then-current billing period are non-refundable.

Onboarding does not count against it. Creating your account, describing your business, connecting your data, and any work ESR performs for you before you subscribe do not end your refund eligibility. We are not going to charge you for the thing that convinced you.

Unused prepaid AI balance. Prepaid AI balance you have funded and not spent is money ESR is holding, not a service ESR has delivered. On cancellation, ESR refunds your unused funded balance once reconciled. Promotional credit is not refundable and has no cash value.

Cancellation. You may cancel at any time from account settings. Cancellation takes effect at the end of your current billing period, and we do not prorate the unused portion. You keep access until the period ends. You may export your data at any time, including immediately on cancellation, and your export rights survive cancellation. Closed accounts are archived for 90 days and then deleted, as described in our Privacy Policy.

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

Your use of the Service is governed by the ESR Acceptable Use Policy, available at esr.co/acceptable-use. That policy forms part of these Terms and is incorporated by reference. In summary, and without limiting it, you agree not to use the Service, or direct an AI agent, to:

• Violate any law or regulation, or the rights of any third party
• Generate or distribute content that is unlawful, deceptive, harassing, or infringing, including impersonations of a real person or organisation
• Send unsolicited bulk email, or email any recipient who has not consented to hear from you
• Post to any connected account in violation of that platform’s own terms
• Build, host, or operate a site, storefront, or application that is unlawful, deceptive, or that carries out a regulated activity you are not licensed to carry out
• Make a decision materially affecting a person’s employment, credit, housing, healthcare, insurance, legal rights, or education without reviewing the Service’s output yourself first
• Bypass a paywall, login wall, CAPTCHA, or any other access control
• Submit data you do not have the right to disclose to a third-party processor
• Reverse-engineer the Service, or circumvent security measures, approval gates, spend controls, or rate limits
• Share account access with unauthorized third parties, or resell the Service as a competing AI agent service

ESR may suspend or terminate access for violation of the Acceptable Use Policy, as described in Section 16.

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; Approval; Your Responsibility

Agents act on your behalf within the scope, budget, and permissions you configure (“grants”), and may do so on a schedule, unattended.

The governing rule. Nothing leaves your account without your approval. An agent researches, drafts, plans, and produces work for you to look at. Anything that reaches a person other than you, spends money, or changes something publicly visible is held for your approval before it happens. This is not a temporary limitation of the current build. It is how the Service is designed to work.

How agent actions are authorised. ESR sorts agent actions into three categories.

What an agent does on its own. Research, drafting, planning, organising, and analysis. Anything that produces work product for you to review. These actions do not require per-action approval.

What an agent asks about first. Anything that costs money. Anything that reaches a customer or any person other than you. Anything that changes a price, a listing, or a public page. Anything it has not done for you before. You see the action before it happens and it does not proceed unless you approve it.

What an agent never does. Email anyone other than you without your approval. Spend money you have not funded. Enter into a commitment on your behalf. Delete your data.

The third category is not configurable. There is no setting that changes it and there is no plan on which it differs.

Capabilities that act outside your workspace. The Service offers capabilities that reach outside your workspace, including sending email to third parties, posting to connected accounts, publishing pages and sites, scheduling and booking, writing to connected systems, and completing transactions. Each requires a connection you authorise and a grant you configure, and each remains subject to the approval rule above. You may revoke or narrow any connection or grant at any time from account settings.

ESR will not enable a materially new category of agent action on your behalf without notice to you and your ability to review, narrow, or refuse that grant.

Your responsibility. You are responsible for the scope, budget, and permissions you grant to any agent, and for the consequences of actions you approve. ESR applies safeguards, including spend caps, approval gating, and review of irreversible actions, but does not guarantee an agent will never make a mistake. You should review agent activity and outputs regularly.

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.

Your phone number is yours. If you leave, we help you move it to another provider.

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. Referral Credit & Affiliate Program

Referral credit (built in, no agreement required). Every account can share a referral link. When a person who signed up through your link makes a successful payment and holds a paid subscription in good standing, ESR credits your account with $25 for your team's costs for that referral. There is no limit on the number of active referrals that earn credit. Managed accounts receive the same $25 as a credit on their next invoice instead of AI spend credit. “Active” means the referred account holds a paid subscription in good standing for the current period. The credit is AI spend credit only: it is account credit, has no cash value, is not redeemable for money, and is not transferable. It is drawn down before your own funded balance. If a referred payment is refunded, charged back, or otherwise reversed, the credit is reversed and the slot is returned to you. Self-referral earns nothing.

ESR also offers a separate paid affiliate program that pays cash commissions. Participation is voluntary, requires an application, and is governed by a separate ESR Affiliate Agreement, which you must read and accept before an affiliate link is generated for you. Commission is 25% of the plan fee, recurring for as long as the referred customer keeps paying, on both plans. Commission is calculated on the subscription fee only and is never paid on AI spend, prepaid balance funding, top-ups, or credit, because ESR passes AI compute through at cost and takes no margin on it. A commission is held for 30 days before becoming payable, payouts are made monthly once a payable balance reaches the published minimum, and a W-9 is required before any payout. The Affiliate Agreement, not this Section, sets the full terms including attribution window, 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. Current terms are summarised on the affiliates page.

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: Anthropic, Supabase, Vercel, Cloudflare, Stripe, Resend, Voyage AI, Cartesia, bundle.social, Google, Sentry, PostHog, Google Analytics, Microsoft Clarity. Each is listed with what it receives in our Privacy Policy. 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 or the Acceptable Use Policy, for non-payment, or for suspected fraud or abuse.

Upon termination, your right to use the Service ends immediately. You may export your data at any time before or immediately upon termination, and your export rights survive cancellation. Closed accounts are archived for 90 days and then deleted, as described in our Privacy Policy.

Promotional credit is forfeited on account closure. Unused prepaid AI balance you have funded is refunded as described in Section 5.

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 legal@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 legal@esr.co, or write to us at: