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Terms of Service

Last updated: February 11, 2026

1. Agreement to Terms

By accessing or using the Teamly platform (the “Service”), you agree to be bound by these Terms of Service (the “Terms”). If you do not agree to these Terms, you may not access or use the Service.

The Service is operated by TOO “NOCODIA” (Business Identification Number / BIN: 220840027580), a limited liability partnership registered in the Republic of Kazakhstan, with its registered address at ul. Maulenova, dom 38, kv. 10, Almaty, Republic of Kazakhstan (hereinafter referred to as the “Company,” “we,” “us,” or “our”).

In these Terms: “User,” “you,” and “your” refer to any individual or entity accessing or using the Service. “Cell” refers to an isolated computing environment provisioned for your AI agents. “Agent” refers to any AI-powered process or assistant deployed through the Service. “Content” means any data, text, code, files, prompts, outputs, or other materials uploaded, generated, or processed through the Service.

2. Electronic Communications Consent

By creating an account or using the Service, you consent to receive electronic communications from us, including account notifications, billing statements, service updates, legal notices, and marketing communications. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing, in accordance with the United States Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.) and applicable international equivalents.

You may withdraw your consent to receive electronic communications by contacting us at legal@teamly.run. However, withdrawing consent may result in your inability to use the Service.

3. Description of Service

Teamly provides a managed cloud hosting platform for deploying and managing AI agents. Each User receives isolated computing environments (“Cells”) running on third-party cloud infrastructure (currently Fly.io). The Service utilizes the OpenClaw communication gateway for agent orchestration and routing.

The Service includes, but is not limited to: provisioning and management of Cells, AI agent deployment and monitoring, integration with third-party AI model providers, team collaboration features, and billing management.

4. Account Registration and Security

To use the Service, you must register an account and provide accurate, complete, and current information. You must be at least 18 years of age to create an account and use the Service. The Company implements age-gating mechanisms at registration; if we have reason to believe that a user is under 18, we may suspend or terminate their account.

You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account. The Company shall not be liable for any loss or damage arising from your failure to secure your account.

5. Acceptable Use Policy

You agree not to use the Service to:

  • Generate, store, or distribute illegal, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable content
  • Deploy malware, viruses, or any malicious code
  • Send spam, unsolicited messages, or engage in phishing activities
  • Attempt unauthorized access to other Users' Cells, accounts, or any systems connected to the Service
  • Circumvent, disable, or interfere with security features of the Service
  • Consume excessive resources in a manner that degrades the Service for other Users
  • Run AI agents that violate third-party terms of service, including those of AI model providers
  • Use the Service for any purpose that violates applicable laws or regulations
  • Reverse engineer, decompile, or disassemble any part of the Service
  • Resell, sublicense, or redistribute the Service without prior written consent

Violation of this Acceptable Use Policy may result in immediate suspension or termination of your account without prior notice.

6. AI Agent Content and User Responsibility

YOU ARE SOLELY RESPONSIBLE FOR ALL CONTENT GENERATED BY, PROCESSED BY, OR OUTPUT FROM YOUR AI AGENTS DEPLOYED THROUGH THE SERVICE.

The Company does not monitor, review, endorse, or guarantee the accuracy, legality, completeness, reliability, or appropriateness of any content generated by AI agents. AI-generated content may be inaccurate, incomplete, biased, or inappropriate.

You acknowledge and agree that:

  • You are solely responsible for reviewing and verifying all AI-generated content before use, distribution, or reliance thereon
  • You must comply with all applicable laws regarding AI-generated output, including intellectual property, data protection, and industry-specific requirements
  • The Company bears no responsibility for any decisions made, actions taken, or consequences arising from reliance on AI-generated content
  • You will indemnify the Company against any claims arising from your AI agents' behavior, content, or output

7. Intellectual Property

The Teamly platform, including its name, logo, design, software, documentation, and all related intellectual property, is owned by TOO “NOCODIA” and is protected by applicable intellectual property laws.

You retain full ownership of your Content. By using the Service, you grant the Company a limited, non-exclusive, worldwide license to host, process, and transmit your Content solely for the purpose of providing the Service. This license does not include the right to use your Content to train AI models or for any purpose other than the direct provision of the Service.

The Service incorporates open-source software components, including but not limited to ClawBot and OpenClaw / @blockrun/clawrouter, which are used under their respective open-source licenses (see Section 23 and our Open Source Licenses page).

8. Copyright Infringement and DMCA Policy

The Company respects intellectual property rights and expects its Users to do the same. In accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512), the Company has implemented procedures for receiving and responding to notifications of claimed copyright infringement.

Designated DMCA Agent:

TOO “NOCODIA” — DMCA Agent

ul. Maulenova, dom 38, kv. 10, Almaty, Republic of Kazakhstan

Email: dmca@teamly.run

Takedown Notices: If you believe content hosted on or generated through the Service infringes your copyright, submit a written notification including: (a) identification of the copyrighted work, (b) identification of the infringing material, (c) your contact information, (d) a statement of good-faith belief, (e) a statement of accuracy under penalty of perjury, and (f) your physical or electronic signature.

Counter-Notifications: If you believe your content was removed in error, you may file a counter-notification with the same agent.

Repeat Infringer Policy: The Company will terminate accounts of Users who are determined to be repeat infringers of third-party copyrights.

9. Third-Party Services

The Service relies on third-party infrastructure and service providers, including but not limited to:

  • Fly.io — cloud infrastructure for Cell hosting
  • AI Model Providers (Anthropic, OpenAI, and others) — large language model APIs used by your agents
  • Clerk — authentication services
  • Polar.sh — subscription billing and payment processing
  • Convex — backend database services

The Company maintains data processing agreements (DPAs) with AI model providers that prohibit the use of your Content for model training. The Company is not responsible for the availability, performance, security, or policies of any third-party service. Your use of third-party services through the platform may be subject to those providers' separate terms and conditions.

10. Service Availability

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY MAKES NO WARRANTY OR GUARANTEE OF UPTIME, RELIABILITY, AVAILABILITY, OR CONTINUOUS OPERATION OF THE SERVICE.

  • The Service may be subject to scheduled and unscheduled maintenance, upgrades, and interruptions
  • The Company may modify, suspend, or discontinue any part of the Service at any time, with or without notice
  • No service level agreement (SLA) applies unless separately agreed in writing
  • The Company shall not be liable for any downtime, service interruptions, or performance degradation

11. Data, Data Loss, and Data Export

THE COMPANY IS NOT RESPONSIBLE FOR ANY DATA LOSS, CORRUPTION, DESTRUCTION, OR UNAUTHORIZED ACCESS TO YOUR DATA, INCLUDING BUT NOT LIMITED TO AI AGENT CONFIGURATIONS, PROMPTS, OUTPUTS, LOGS, FILES, OR ANY OTHER DATA STORED WITHIN YOUR CELLS.

  • You are solely responsible for maintaining adequate backups of all your data and agent configurations
  • Cell data may be ephemeral and may be lost upon container restart, scaling events, infrastructure maintenance, or other operational changes
  • The Company makes no guarantee of data persistence, recoverability, or backup
  • The Company shall not be liable for any damages resulting from data loss, regardless of the cause

Data Export: Upon termination or at any time during your subscription, you may request an export of your data through the Service interface or by contacting support. Following account termination, the Company will make your data available for download for 30 calendar days, after which it may be permanently deleted.

12. Data Breach Notification

In the event of a security breach that results in unauthorized access to your personal data, the Company will notify affected Users and relevant authorities in accordance with applicable law, including US state breach notification statutes. Notification will be provided as expeditiously as possible and without unreasonable delay, generally within 30 calendar days of the Company becoming aware of the breach.

Notification will include: (a) a description of the incident, (b) the types of data affected, (c) steps taken to address the breach, (d) recommended actions for affected Users, and (e) contact information for further inquiries.

13. Payment Terms and Auto-Renewal

Access to the Service requires a paid subscription. Subscription plans and pricing are published on the Teamly website and may be changed by the Company with at least 30 days' prior notice.

AUTO-RENEWAL DISCLOSURE: YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH BILLING PERIOD AT THE THEN-CURRENT RATE UNLESS YOU CANCEL BEFORE THE RENEWAL DATE.

  • You may cancel your subscription at any time through the account settings page or by contacting support
  • Cancellation will take effect at the end of the current billing period; you retain access until then
  • A confirmation email with the auto-renewal terms, renewal date, and a cancellation link will be sent upon subscription
  • Payments are processed through our billing partner, Polar.sh

Refunds: If the Company terminates your account without cause, you will receive a pro-rata refund for the unused portion of your subscription. For User-initiated cancellations, no refund is provided for the current billing period. If you believe a charge is in error, contact us within 30 days.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

  • THE COMPANY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
  • IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS, REGARDLESS OF THE THEORY OF LIABILITY.
  • THE COMPANY SHALL NOT BE LIABLE FOR DAMAGES ARISING FROM: (A) AI-GENERATED CONTENT, DECISIONS, OR ACTIONS TAKEN BASED ON AGENT OUTPUT; (B) DATA LOSS OR CORRUPTION; (C) SERVICE INTERRUPTIONS; (D) UNAUTHORIZED ACCESS TO YOUR ACCOUNT OR DATA; (E) ACTIONS OF THIRD-PARTY SERVICE PROVIDERS.

The limitations in this section apply to the extent permitted by applicable law. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. In such cases, the Company's liability shall be limited to the maximum extent permitted by law.

15. Indemnification

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS TOO “NOCODIA,” ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE LEGAL FEES) ARISING FROM OR RELATED TO:

  • Your breach of these Terms or violation of applicable law
  • Content generated by, processed by, or output from your AI agents
  • Your infringement of any third-party rights, including intellectual property rights
  • Any claims by third parties arising from your use of the Service

This indemnification does not extend to claims arising solely from the Company's gross negligence or willful misconduct. This obligation survives termination.

16. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

  • IMPLIED WARRANTIES OF MERCHANTABILITY
  • FITNESS FOR A PARTICULAR PURPOSE
  • NON-INFRINGEMENT
  • ACCURACY, RELIABILITY, OR COMPLETENESS OF AI-GENERATED OUTPUT
  • UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OPERATION
  • THAT THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS

Some jurisdictions do not allow the exclusion of certain warranties. In such cases, the above exclusions apply to the maximum extent permitted by applicable law.

17. Mandatory Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

Binding Arbitration: You and the Company agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (including the formation, existence, breach, termination, enforcement, interpretation, validity, and enforceability of this arbitration provision) shall be resolved exclusively by binding individual arbitration, rather than in court, except that either party may seek equitable relief in court for intellectual property infringement or misappropriation.

Arbitration Rules: Arbitration shall be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. For Users residing in the United States, arbitration shall be conducted in San Francisco, California, or remotely via video conference at your election. For Users outside the United States, arbitration shall be conducted under the rules of the International Chamber of Commerce (ICC).

CLASS ACTION WAIVER: YOU AND THE COMPANY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PARTY'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

JURY TRIAL WAIVER: BY AGREEING TO ARBITRATION, YOU AND THE COMPANY WAIVE THE RIGHT TO A TRIAL BY JURY.

Small Claims Exception: Notwithstanding the above, either party may bring an individual action in small claims court for disputes within the court's jurisdictional limit.

30-Day Opt-Out: You have the right to opt out of this arbitration provision by sending written notice to legal@teamly.run within 30 days of first accepting these Terms. Your notice must include your name, account email, and a clear statement that you wish to opt out of arbitration. If you opt out, disputes will be resolved in the courts described in Section 18.

Informal Dispute Resolution: Before initiating arbitration, you agree to first attempt to resolve the dispute informally by contacting us at legal@teamly.run. If the dispute is not resolved within 30 days, either party may proceed to arbitration.

18. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Republic of Kazakhstan, without regard to conflict of law principles.

For Users residing in the United States: To the extent required by mandatory consumer protection law, the laws of your state of residence shall apply. If you opted out of arbitration, any judicial proceedings shall be brought in the federal or state courts located in San Francisco, California, and both parties consent to personal jurisdiction therein.

For all other Users: Any dispute not subject to arbitration shall be resolved in the courts located in Almaty, Republic of Kazakhstan.

Nothing in this section limits your rights under mandatory consumer protection statutes of your jurisdiction, including but not limited to the California Consumer Legal Remedies Act (CLRA), the California Unfair Competition Law (UCL), or equivalent state laws.

19. Termination

You may cancel your subscription and close your account at any time through the Service settings or by contacting support.

Termination for Cause: The Company may suspend or terminate your access immediately without notice for violation of these Terms or the Acceptable Use Policy.

Termination without Cause: The Company may terminate your account for any other reason with at least 30 days' prior written notice. In such case, you will receive a pro-rata refund for the unused portion of your subscription.

Upon termination: (a) your right to access the Service ceases per the notice period above; (b) your data will be available for export for 30 calendar days, after which it may be permanently deleted.

Surviving provisions: Sections 6, 7, 11, 12, 14, 15, 16, 17, and 18.

20. Modifications to Terms

The Company reserves the right to modify these Terms. We will provide at least 30 days' advance notice of material changes through the Service and via email. During this notice period, you may reject the changes by terminating your account with a pro-rata refund. Your continued use after the effective date constitutes acceptance.

21. Force Majeure

The Company shall not be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemic or epidemic, war, terrorism, riot, embargoes, government actions or sanctions, internet backbone failures, third-party infrastructure outages (including Fly.io, cloud providers, or AI model providers), cyberattacks, power failures, or any other event beyond the Company's reasonable control.

22. Export Controls and Sanctions Compliance

You represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo or that has been designated as a “terrorist supporting” country; (b) you are not listed on any U.S. Government list of prohibited or restricted parties, including the OFAC Specially Designated Nationals List or the U.S. Department of Commerce Entity List; and (c) you will not use the Service in violation of any applicable export control laws or sanctions regulations.

The Company reserves the right to verify your identity and to terminate your account if you are found to be in violation of this section.

23. Open Source Attributions

The Service incorporates the following open-source software components. Full license texts and usage details are available on our Open Source Licenses page.

ClawBot

Licensed under the MIT License. Copyright (c) ClawBot contributors.

ClawBot is the AI agent orchestration engine that powers Teamly's core cell infrastructure, providing agent lifecycle management, task routing, and sandbox execution capabilities.

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files, to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, subject to the conditions of the MIT License.

OpenClaw / @blockrun/clawrouter

Licensed under the MIT License. Copyright (c) BlockRun contributors.

OpenClaw provides the communication gateway for routing agent prompts to AI model providers. The @blockrun/clawrouter package provides intelligent model routing with provider-agnostic API abstraction.

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files, to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, subject to the conditions of the MIT License.

24. Assignment

You may not assign or transfer your rights or obligations under these Terms without the Company's prior written consent. The Company may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, upon 30 days' notice to you. In the event of such assignment, you may terminate your account with a pro-rata refund if you do not agree to the assignment.

25. General Provisions

Severability: If any provision of these Terms is found unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

Waiver: The Company's failure to enforce any provision of these Terms shall not constitute a waiver of its right to enforce that provision in the future.

Notices: All legal notices to the Company must be sent to legal@teamly.run or by registered mail to our registered address. Notices to you will be sent to the email address associated with your account.

Headings: Section headings are for convenience only and do not affect the interpretation of these Terms.

Entire Agreement: These Terms, together with our Privacy Policy and Cookie Policy, constitute the entire agreement between you and the Company regarding the Service.

26. Contact Information

For questions or concerns regarding these Terms, contact us at:

TOO “NOCODIA”

BIN: 220840027580

Address: ul. Maulenova, dom 38, kv. 10, Almaty, Republic of Kazakhstan

Director: Timur A. Yesenov

Email: legal@teamly.run