Terms of Service

Welcome to PennyLane. These Terms of Service ("Terms" or "Agreement") constitute a legally binding agreement between you ("User," "you," or "your") and PennyLane, Inc. ("PennyLane," "we," "us," or "our") governing your access to and use of the PennyLane platform, services, APIs, SDKs, websites, and related software (collectively, the "Services").

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, Acceptable Use Policy, and Agent Commerce Guidelines, which are incorporated herein by reference.

1. Definitions

The following terms have specific meanings throughout this Agreement:

• "Account" means the PennyLane account you create to access and use the Services.
• "Agent" means any automated software program, bot, artificial intelligence system, or machine learning model that interacts with the Services, whether operated by you or on your behalf.
• "API" means PennyLane's application programming interfaces, including the UCP (Universal Commerce Protocol) endpoints.
• "Content" means any data, text, images, product information, or other materials transmitted through the Services.
• "Merchant" means any individual or entity that uses the Services to make their products or services discoverable and transactable by AI agents.
• "Transaction" means any purchase, order, or commercial exchange facilitated through the Services.
• "UCP Manifest" means the machine-readable manifest file that describes a merchant's commerce capabilities to AI agents.

2. Eligibility and Account Registration

2.1 Eligibility Requirements

To use the Services, you must:

• Be at least 18 years of age or the age of majority in your jurisdiction;
• Have the legal capacity to enter into binding contracts;
• Not be prohibited from using the Services under applicable laws;
• Not have been previously suspended or terminated from using the Services.

2.2 Account Registration

You must provide accurate, complete, and current information during registration and maintain the accuracy of such information. You are responsible for safeguarding your Account credentials and for all activities that occur under your Account. You must notify us immediately of any unauthorized use of your Account.

2.3 Organization Accounts

If you register on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. The organization will be responsible for all activities conducted through accounts associated with it.

3. Description of Services

3.1 Platform Services

PennyLane provides commerce infrastructure that enables:

• Merchants to make their products and services discoverable by AI agents through UCP-compliant endpoints;
• AI agents to discover, search, and execute transactions with participating merchants;
• Transaction approval workflows for human oversight of agent-initiated purchases;
• Analytics and monitoring of agent commerce activity.

3.2 Service Availability

We strive to maintain high availability of the Services but do not guarantee uninterrupted access. We may modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. We will make reasonable efforts to provide advance notice of material changes that may adversely affect your use of the Services.

4. AI Agent Requirements

4.1 Agent Identification

All Agents accessing the Services must:

• Identify themselves as automated systems in all interactions;
• Include valid API credentials with each request;
• Provide accurate User-Agent headers that identify the agent's name, version, and operator;
• Not impersonate human users or misrepresent their nature.

4.2 Rate Limits and Fair Use

Agents must respect rate limits and usage quotas as specified in our documentation. Excessive requests, denial-of-service attacks, or attempts to circumvent rate limits will result in immediate suspension and may result in permanent termination.

4.3 Transaction Authorization

Agents may only execute transactions that have been properly authorized. For transactions requiring human approval, agents must wait for explicit approval before proceeding. Agents must not attempt to bypass approval workflows or execute unauthorized transactions.

4.4 Liability for Agent Actions

You are fully responsible for all actions taken by Agents operating under your Account,including but not limited to transactions initiated, data accessed, and any violations of these Terms or applicable law. This responsibility applies regardless of whether you directly controlled the Agent's specific actions.

5. Merchant Terms

5.1 Merchant Responsibilities

As a Merchant using the Services, you agree to:

• Provide accurate product information, pricing, and availability;
• Fulfill orders placed through the Services in accordance with your stated policies;
• Maintain appropriate refund, return, and customer service policies;
• Comply with all applicable consumer protection laws in jurisdictions where you operate;
• Not use the Services to sell prohibited products or engage in prohibited activities.

5.2 Inventory Accuracy

You are responsible for maintaining accurate inventory information. PennyLane is not liable for transactions that fail due to inaccurate inventory data or for any damages resulting from overselling or order cancellations.

5.3 Transaction Processing

PennyLane facilitates commerce but is not a party to transactions between Merchants and buyers. You are the seller of record for all transactions and are solely responsible for payment processing, tax collection, and compliance with applicable financial regulations.

6. Fees and Payment

6.1 Service Fees

Fees for the Services are as listed on our pricing page or as otherwise agreed in writing. All fees are exclusive of applicable taxes. We may modify our fees upon at least thirty (30) days' prior notice. Your continued use of the Services after a fee change constitutes acceptance of the new fees.

6.2 Payment Processing

Payments for the Services are processed by our payment provider, Lemon Squeezy (or its successor). By making a payment, you also agree to Lemon Squeezy's terms of service. Lemon Squeezy acts as the Merchant of Record for subscription billing and handles sales tax compliance and payment processing.

6.3 Payment Terms

You agree to pay all applicable fees when due. Failure to pay may result in suspension or termination of your Account. All payments are non-refundable except as expressly provided in these Terms or required by law.

6.3 Taxes

You are responsible for all taxes, duties, and other governmental charges associated with your use of the Services and transactions conducted through the Services. PennyLane may collect and remit taxes where required by law.

7. Intellectual Property

7.1 PennyLane IP

PennyLane and its licensors own all rights, title, and interest in and to the Services, including all software, APIs, documentation, trademarks, and other intellectual property. These Terms grant you a limited, non-exclusive, non-transferable license to use the Services in accordance with these Terms.

7.2 Your Content

You retain ownership of Content you submit to the Services. By submitting Content, you grant PennyLane a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and display such Content solely for the purpose of providing and improving the Services.

7.3 Feedback

If you provide feedback, suggestions, or ideas about the Services, you grant PennyLane an unrestricted, perpetual, irrevocable, royalty-free license to use such feedback for any purpose without compensation to you.

8. Data and Privacy

Our collection and use of personal information is governed by our Privacy Policy. By using the Services, you consent to the collection and use of information as described therein.

8.1 Data Processing

If you process personal data through the Services, you are responsible for complying with applicable data protection laws. You represent that you have obtained all necessary consents and authorizations to transmit data through the Services.

8.2 Data Security

We implement commercially reasonable security measures to protect data transmitted through the Services. However, no system is completely secure, and we cannot guarantee the absolute security of your data.

9. Prohibited Conduct

In addition to our Acceptable Use Policy, you agree not to:

• Violate any applicable laws, regulations, or third-party rights;
• Engage in fraudulent, deceptive, or misleading conduct;
• Attempt to gain unauthorized access to the Services or other users' accounts;
• Interfere with the operation of the Services or circumvent security measures;
• Use the Services to transmit malware, spam, or other harmful content;
• Scrape, mine, or collect data from the Services except as expressly permitted;
• Reverse engineer, decompile, or attempt to derive the source code of the Services;
• Sublicense, sell, or transfer your access to the Services without our consent;
• Use the Services to facilitate money laundering, terrorist financing, or other financial crimes.

10. Termination

10.1 Termination by You

You may terminate your Account at any time by contacting us or through your Account settings. Termination does not relieve you of obligations incurred prior to termination.

10.2 Termination by PennyLane

We may suspend or terminate your access to the Services at any time, with or without cause, with or without notice. Grounds for termination include but are not limited to:

• Violation of these Terms or our policies;
• Fraudulent, abusive, or illegal activity;
• Failure to pay applicable fees;
• Extended period of inactivity;
• Requests by law enforcement or government agencies.

10.3 Effect of Termination

Upon termination, your right to use the Services immediately ceases. We may delete your Account and associated data, though we may retain certain information as required by law or for legitimate business purposes. Sections that by their nature should survive termination will survive, including intellectual property provisions, limitations of liability, and dispute resolution provisions.

11. Disclaimers

12. Limitation of Liability

13. Indemnification

You agree to indemnify, defend, and hold harmless PennyLane and its affiliates, directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and legal costs) arising out of or relating to:

• Your deployment of AI Agents that interact with the Services, including any actions those Agents take, purchases they make, or data they access;
• Claims by third-party merchants arising from Agent interactions with their platforms, including but not limited to claims of Terms of Service violations, unauthorized access, inventory manipulation, or transaction fraud;
• Excessive or unauthorized purchases made by Agents operating under your Account, regardless of whether you intended or authorized such purchases;
• Your violation of these Terms or any PennyLane policy;
• Your violation of any applicable law, regulation, or third-party rights;
• Any Content you submit to or through the Services;
• Any claim that your use of the Services infringes intellectual property rights;
• All transactions conducted through your Account, whether by you, your employees, or your Agents.

This indemnification obligation will survive termination of your Account and these Terms.

14. Dispute Resolution

14.1 Informal Resolution

Before initiating any formal dispute resolution, you agree to first contact us at legal@pennylane.dev to attempt to resolve the dispute informally. We will attempt to resolve the dispute within sixty (60) days.

14.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitration shall be held in San Francisco, California, or at another location mutually agreed upon. The arbitrator's decision shall be final and binding.

14.3 Class Action Waiver

YOU AND PENNYLANE AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.You waive the right to participate in a class action or class-wide arbitration.

14.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights pending the completion of arbitration.

15. General Provisions

15.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

15.2 Modifications

We may modify these Terms at any time by posting the revised Terms on our website. Material changes will be notified via email or through the Services at least thirty (30) days in advance. Your continued use of the Services after the effective date constitutes acceptance of the modified Terms.

15.3 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

15.4 Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

15.5 Waiver

Our failure to enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

15.6 Entire Agreement

These Terms, together with the Privacy Policy, Acceptable Use Policy, and Agent Commerce Guidelines, constitute the entire agreement between you and PennyLane regarding the Services and supersede all prior agreements and understandings.

15.7 Contact

For questions about these Terms, contact us at: