Legal
Last updated: 2026-05-19
PLEASE READ THESE TERMS CAREFULLY. They contain provisions that significantly limit our liability and shift risk to you, including a binding pre-authorisation of agent actions (Section 5), a strong indemnification obligation (Section 14), a liability cap (Section 13), and binding dispute resolution by arbitration in the Republic of Kazakhstan (Section 16).
These Terms of Service (the “Terms”) form a binding agreement between you and 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 (“Company,” “Teamly,” “we,” “us,” or “our”) governing your access to and use of the website at teamly.to, our APIs, our cell hosting infrastructure, and any related services we make available (collectively, the “Service”).
You accept these Terms by checking the acceptance box during signup, by accessing your account after these Terms enter into force, or by otherwise using the Service. If you do not accept these Terms, you must not use the Service.
In these Terms: “you,” “your” and “User” refer to the natural person accepting these Terms or, where you accept on behalf of an entity, that entity. “Cell” refers to an isolated computing environment we provision for your AI agents. “Agent” refers to any AI-powered process or assistant deployed, configured, or invoked through the Service. “Content” means any data, text, code, files, prompts, images, audio, outputs, or other materials uploaded to, generated through, or processed by the Service. “Integration” means any third-party service you connect to your account so that an Agent may interact with it on your behalf (for example, Gmail, Slack, Google Sheets, Stripe, Notion, GitHub, Linear, Salesforce, HubSpot, Zendesk, Discord, or any other service made available through our integration broker or otherwise).
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 (where permitted) marketing communications. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that they 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 equivalent international laws.
You may withdraw consent to marketing emails using the unsubscribe link in each message. You may not withdraw consent to transactional and legal notices without ceasing to use the Service.
The Service is an AI-agent orchestration platform. You describe a goal in natural language and Agents — running in isolated Cells on third-party cloud infrastructure that we manage — assemble, coordinate, and execute work on your behalf. The Service relies on a managed cell gateway for agent orchestration and routing, and on large-language-model providers to generate Agent responses. The Service may interact with any Integration you connect.
The Service is offered “as a service” — you do not receive a copy of the underlying software, and we may modify or improve the Service at any time without obligation to maintain backward compatibility.
The Service is a general-purpose tool. It is not designed, warranted, or fit for use in regulated contexts including, without limitation: medical diagnosis or treatment; provision of legal, tax, accounting, investment, financial, immigration, or psychological advice; safety-critical systems; control of physical machinery or hardware; engineering or structural calculations relied on for life-safety; high-availability life-support or transportation systems; or any other field where professional licensure, certification, or regulated competence is customarily required, or where errors or downtime could result in personal injury, death, environmental damage, or substantial financial harm. You are solely responsible for evaluating whether the Service is appropriate for your intended use.
The Service lets you connect third-party services so that Agents may read from and write to those services on your behalf. Connecting an Integration grants both Teamly and any Agent you instruct (now or in the future) the access scope that the OAuth or API-key consent screen of that service displayed to you at the time of connection.
When you connect an Integration you represent and warrant, on a continuing basis, that:
Teamly is not a party to the relationship between you and the third-party Integration provider. We do not endorse, control, audit, or guarantee the availability, security, accuracy, completeness, or behaviour of any Integration. You may disconnect any Integration at any time through the Service's integration settings or through the third party's own controls. Disconnection does not remove copies of your data already received by the third party — to do so, you must use that third party's data-deletion tools or contact them directly.
Agents act on your behalf, as your agent. They are not our employees, contractors, agents, or representatives. You hereby appoint the Service and each Agent as your limited agent (in the legal sense) for the sole purpose of executing the actions you have authorised under this Section. This appointment is revocable at any time by disconnecting the relevant Integration, closing your account, or revoking specific standing authorisations through your settings. Teamly's role is limited to providing the substrate on which Agents run; it does not exercise discretion in your name.
Every action an Agent takes — every message it composes, every email it drafts or sends, every channel post it submits, every file it creates, modifies or deletes, every database row it writes or removes, every token it revokes, every transaction or webhook it fires through an Integration — is taken by you, using Teamly as a tool, and is your action in law and in fact.
Pre-authorisation. The Service provides two complementary approval mechanisms which together constitute your sole and exclusive pre-authorisation of each Agent action:
No technical safeguard, audit log, or in-product warning shifts responsibility from you to us. The Service's approval gates, audit logs, classifications of tool calls as “read-only” / “mutating” / “destructive,” warning banners, narrator descriptions, sandbox behaviours, and similar features are provided as a courtesy to help you make informed decisions. They do not constitute a representation, guarantee, or warranty as to the safety, reversibility, or correctness of any Agent action. A classification of an action as “read-only” does not mean it cannot trigger downstream effects through the third-party service. Where you adjust default approval policies, disable prompts, or grant standing authority, you do so on the understanding that no compensating control (audit log, narrator, sandbox, undo capability) constitutes a safety net or recovery mechanism — these are observability tools only.
Prompt injection and adversarial inputs. You acknowledge that Agents read content from third-party sources (emails, messages, documents, web pages, attachments, search results) which may contain hostile instructions — commonly called “prompt injection” — designed to steer the Agent into taking actions you did not intend. Actions an Agent takes in response to such injected instructions, including from sources you have authorised the Agent to read, are within the scope of actions you have pre-authorised under this Section. We make no warranty that any defence against prompt injection is effective.
Agent mistakes. Large language models are statistical systems that may produce incorrect, fabricated, outdated, or inappropriate outputs. An Agent may misinterpret your instruction, misidentify a record, misroute a message, or take an action you did not intend. The risk of these errors is part of the Service and is borne by you. Where you choose to expose the Service to high-stakes or irreversible operations (mass deletes, financial transfers, public posts, broadcast emails, legal filings, regulatory submissions, code deployments, sending messages to large audiences, modifying production systems), you do so at your own risk and on the express understanding that you have assessed and accepted that risk.
Limitations of Agent perception. The Service may at any time have known or unknown limitations in Agent perception — for example, limitations in reading non-textual inputs such as images, audio, or video; this list is illustrative, not exhaustive, and we make no commitment to remediate any specific limitation. Where you ask an Agent to act on visual, audio, or other non-textual inputs, you remain solely responsible for verifying that the Agent has interpreted those inputs correctly before approving any action that depends on them. Where you cannot independently verify the Agent's perception, you should not authorise irreversible actions that depend on it.
You waive any claim against Teamly, our affiliates, employees, agents, and subprocessors for losses, damages, or liabilities arising out of or related to Agent actions you have authorised (whether directly through the approval gate or indirectly through a standing authorisation). This waiver is subject only to the limitations on exclusion of liability that no contract may exclude under the law that applies to you, including liability for fraud, for death or personal injury caused by negligence, and the mandatory rights of consumers under the UK Consumer Rights Act 2015, the EU Unfair Contract Terms Directive 93/13, the EU Consumer Rights Directive 2011/83, the EU Digital Content Directive 2019/770, and equivalent laws.
Your use of the Service must comply at all times with our Acceptable Use Policy (AUP), which is incorporated into these Terms by reference. The AUP prohibits, among other things, illegal content, abuse of others, security circumvention, mass unsolicited messaging, automated scraping of services in breach of their terms, and any use that would expose us to legal liability or reputational harm. A breach of the AUP is a breach of these Terms.
You must be at least 18 years old (or the legal age of majority in your jurisdiction, whichever is higher) to create an account. If you create an account on behalf of an entity, you represent that you have authority to bind that entity to these Terms.
You are responsible for all activity that occurs under your account, for safeguarding your credentials, for enabling multi-factor authentication where available, and for promptly notifying us at security@teamly.to of any unauthorised access or suspected security incident.
You must not share, sell, lease, sublicense, or transfer your account or any portion of the Service, and you must not impersonate any other person.
As between you and Teamly, you retain all rights, title, and interest in and to the Content you upload, generate or process through the Service. You grant Teamly a worldwide, non-exclusive, royalty-free, sublicensable licence to host, store, transmit, reproduce, display, modify, and otherwise process your Content solely to the extent necessary to (a) provide and operate the Service for you, (b) deliver your Content to the LLM providers and other subprocessors that produce or transmit Agent responses, (c) maintain backups, audit logs and security telemetry as described in our Privacy Policy, and (d) enforce these Terms.
You represent that you have all rights, licences, consents and permissions needed to grant the licence above and to process the Content through the Service, including with respect to any personal data of third parties that the Content contains.
The Service uses third-party LLMs to produce text, code, images, and other outputs in response to your inputs. As between you and Teamly, the resulting outputs are yours to use, subject to the terms of the LLM provider that produced them. You acknowledge that:
Subscription pricing, included usage, and overage charges are described on our pricing page and in the in-product checkout flow. Billing is handled by our payment processor Polar.sh. You authorise us (and Polar.sh on our behalf) to charge your chosen payment method for the fees due, including recurring renewal fees at the interval you selected.
Subscriptions renew automatically until cancelled. You may cancel at any time through your account settings; cancellation takes effect at the end of the then-current billing period. We do not provide refunds for partial billing periods, for unused capacity, or for usage already metered, except where required by mandatory consumer-protection law in your jurisdiction.
We may change pricing on at least 30 days' notice to your primary email address. If you do not accept the new pricing, your remedy is to cancel before it takes effect.
Usage of LLM providers, Integrations, or other third-party services you connect may incur charges payable directly to those providers (e.g. if you bring your own API key, or if your Integration is a paid service). Teamly is not responsible for any such third-party charges.
Each party agrees to treat the other party's non-public information disclosed in connection with the Service as confidential, to use it only to perform under these Terms, and to protect it with the same care it uses for its own confidential information (and in no event less than reasonable care). This obligation does not apply to information that is publicly known without breach of these Terms, was independently developed, was lawfully received from a third party without confidentiality obligations, or must be disclosed by law (provided the disclosing party gives the other prompt notice where lawful).
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, INCLUDING ALL AGENTS, CELLS, INTEGRATIONS, OUTPUTS, AND RELATED MATERIALS, IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
Without limiting the generality of the above, we do not warrant: (a) that the Service will be uninterrupted, error-free, secure, or immune to denial-of-service or supply-chain attacks; (b) that any Integration will be available, reliable, or perform as the third party advertises; (c) that any LLM-generated output will be accurate, current, original, free from bias, or appropriate for any particular use; (d) that any data you store or transmit will be free from loss, corruption, or unauthorised access; (e) that any service-level commitment is met (we do not offer an SLA at present); or (f) that an Agent action classified by the Service as “safe” or “read-only” will not have mutating downstream effects.
Some jurisdictions do not allow exclusion of certain warranties. To the extent the law of your jurisdiction does not permit a given exclusion, the relevant warranty applies only to the extent required by law and no further.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TEAMLY, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS; (C) LOSS, CORRUPTION OR INACCURACY OF DATA OR CONTENT; (D) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (E) ANY DAMAGES ARISING OUT OF UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, IN EACH CASE EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY.
Our aggregate liability for all claims arising out of or related to these Terms or the Service, whether in contract, tort (including negligence), strict liability or any other theory, will not exceed the greater of (i) one hundred US dollars (US$100) or (ii) the total fees you have paid to us for the Service during the twelve (12) months preceding the event giving rise to the claim.
Categories of loss excluded subject to the cap above. Without limiting the general exclusions and the aggregate cap above, Teamly's liability is excluded to the maximum extent permitted by applicable law for:
All defence and indemnity obligations are themselves capped. Any obligation we may have to defend or indemnify you, including for alleged infringement by AI-generated outputs or by any Subprocessor, is itself subject to the aggregate cap in this Section 13. We offer no separate uncapped intellectual-property indemnity. You take Agent outputs and Subprocessor performance on the express disclaimers in Sections 9 and 12 and on the allocation in Section 5.
The exclusions and limitations in this Section apply regardless of the failure of essential purpose of any limited remedy and form part of the basis of the bargain between us. Nothing in these Terms limits liability that may not be limited under applicable law (such as liability for fraud or fraudulent misrepresentation, or, in some jurisdictions, for death or personal injury caused by negligence, or rights of consumers under mandatory law including the UK Consumer Rights Act 2015 and the EU Digital Content Directive 2019/770).
You will indemnify, defend (at our option), and hold harmless Teamly, its affiliates, and their respective officers, directors, employees, agents, suppliers, and licensors (the “Indemnified Parties”) from and against any and all third-party claims, actions, demands, investigations, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or related to:
We will give you prompt written notice of any claim subject to this indemnity. You will not settle any such claim without our prior written consent (not to be unreasonably withheld) if the settlement would impose any obligation, admission, or restriction on any Indemnified Party. We may participate in the defence at our own expense with counsel of our choice.
This indemnity is in addition to, and does not limit, any other remedy available to us at law or in equity.
We may suspend or terminate your access to all or part of the Service, with or without notice, if we reasonably believe that you have breached these Terms or the AUP, that your use creates a security, legal, or operational risk for us or for another user, or that we are required to do so by law. You may stop using the Service at any time by cancelling your subscription and closing your account through your account settings.
On termination: (a) your right to access the Service ends immediately; (b) we may delete your Content from our active systems within a reasonable period, subject to the retention policy in our Privacy Policy and to mandatory legal retention; (c) any fees already paid are non-refundable; (d) Sections 4, 5, 6, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17 and 18, and the Acceptable Use Policy and Privacy Policy in their entirety, survive termination.
These Terms are governed by the laws of the Republic of Kazakhstan, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Mandatory pre-suit consultation. Before commencing any legal proceeding, the parties will attempt in good faith to resolve the dispute by direct negotiation for a period of at least thirty (30) days starting from a written notice of dispute. Notice is deemed received on the next business day after sending to legal@teamly.to (for notice to us) or to the primary email address on the User's account (for notice to the User). The applicable limitation period is tolled during the 30-day consultation.
Binding arbitration. Any dispute not resolved through negotiation will be finally settled by binding arbitration administered by the International Arbitration Centre of the Astana International Financial Centre (the “AIFC IAC”) in accordance with its Arbitration Rules then in force. The seat of arbitration will be the AIFC (Astana, Kazakhstan), the language of the proceedings will be English, and the tribunal will consist of a sole arbitrator. The award will be final and binding. The arbitrator, not any court, shall decide all questions of arbitrability and of the scope of this Section 16. For US-resident users the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), governs the interpretation and enforcement of this arbitration agreement; the FAA preempts any state-law rule that would otherwise frustrate the agreement. For individual claims of US$10,000 or less brought by a US-resident user, Teamly will pay all arbitration filing and administrative fees.
Class-action waiver and severability. To the maximum extent permitted by law, you agree to bring claims against us only in your individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. If the class-action waiver in this paragraph is held unenforceable as to a particular claim or remedy (including any claim for public-injunctive relief under California law), that claim or remedy will be severed and litigated in a court of competent jurisdiction; the remainder of this Section 16 (including arbitration of all other claims) remains in full force.
Nothing in this Section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information.
Entire agreement. These Terms, together with the Privacy Policy, the Acceptable Use Policy, the Subprocessors page, the Cookie Policy, and any order form or agreement you have executed with us, are the entire agreement between you and Teamly with respect to the Service and supersede all prior agreements.
Severability. If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remainder will continue in full force.
No waiver. Our failure to enforce any right is not a waiver of that right.
Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets.
Notices. We may give notice by email to the primary address on your account, by posting in the Service, or by any other method we choose. You may give notice to us by email to legal@teamly.to and by post to the address in Section 1.
No third-party beneficiaries. These Terms do not create any third-party beneficiary rights, except that the Indemnified Parties under Section 14 may enforce that Section directly against you.
Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control, including the categories listed in Section 13's carve-outs.
Changes. We may modify these Terms by posting an updated version. Material changes will take effect no earlier than 14 days after notice to your primary email address (or earlier where required by law). Continued use of the Service after the new version takes effect constitutes acceptance.
Language. These Terms are provided in English. Where a translation is provided, it is for convenience only and the English text controls.
Legal correspondence: legal@teamly.to.
Postal: TOO “NOCODIA”, ul. Maulenova, dom 38, kv. 10, Almaty, Republic of Kazakhstan. BIN 220840027580.
