Terms of Service

Effective Date: August 22, 2026 · Last Updated: August 22, 2026

These Terms of Service (these “Terms”) are a binding agreement between you and Ampersand Labs, Inc., a Delaware corporation with offices at 799 Broadway, New York, NY 10003 (“Ampersand,” “we,” “us,” or “our”).

They govern your access to and use of our websites, including withampersand.ai and its subdomains, and any evaluation, demonstration, trial, or self-serve access we make available (together, the “Services”).

Please read Section 17 carefully — it limits our liability. Section 19 governs how disputes are resolved, requires claims to be brought individually rather than as a class, and waives the right to a jury trial.

01 If your company has a signed agreement with us, that agreement controls

Ampersand’s products are sold to businesses under negotiated contracts.

If you are accessing the Services under a written agreement between Ampersand and your organization — a Master Services Agreement, an Engagement Letter, an Order Form, or a Statement of Work (each, a “Customer Agreement”) — that Customer Agreement governs your organization’s use of the licensed products, and these Terms do not apply to that use. These Terms continue to govern your use of our public website and any access outside the scope of the Customer Agreement.

Where these Terms and a Customer Agreement conflict as to the same subject matter, the Customer Agreement controls.

02 Acceptance

By accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services.

If you are accepting these Terms on behalf of an organization, you represent that you have authority to bind that organization, and “you” means that organization. If you do not have that authority, do not accept these Terms.

03 Definitions

• “Account” means a registration that permits access to a non-public part of the Services.
• “Companion” means Ampersand’s desktop application and its associated capture and processing pipeline.
• “Content” means text, data, files, configuration, and other material you submit to or through the Services.
• “Documentation” means the technical and user documentation we make generally available for the Services.
• “Evaluation Access” means any trial, pilot, beta, demonstration, proof of concept, or free-tier access to a product, whether or not we charge for it.
• “Feedback” means suggestions, ideas, enhancement requests, and other feedback about the Services.
• “Outputs” means the process maps, timings, metrics, structured findings, summaries, and other analytical material the Services generate from Content.

04 Eligibility and Accounts

The Services are for business use by persons aged 18 or older. They are not directed to consumers or to children.

If you create an Account you agree to provide accurate and complete registration information and keep it current; to keep your credentials confidential and not share them; to be responsible for all activity under your Account; and to notify us promptly at security@withampersand.ai of any unauthorized use.

We may refuse, suspend, or terminate an Account at our discretion, including where we reasonably believe these Terms have been violated.

05 Evaluation Access

Where we grant Evaluation Access, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the relevant product solely for your organization’s internal evaluation, for the period we specify, and subject to these Terms.

Evaluation Access is subject to the following, which apply notwithstanding anything else in these Terms:

• We may modify, suspend, or discontinue Evaluation Access at any time, with or without notice, and for any reason.
• Evaluation Access is provided “AS IS,” without warranty of any kind, and may contain errors, may not be feature-complete, and may not perform as a generally available product would.
• We may delete Content associated with Evaluation Access when that access ends. Export anything you need before then.
• Evaluation Access does not entitle you to support, service levels, or uptime commitments.
• Our total aggregate liability arising out of Evaluation Access will not exceed one hundred US dollars (US $100).

Deploying Companion to observe the activity of your workforce requires a Customer Agreement and a Data Processing Addendum. We do not make workforce observation available under these Terms alone. If Evaluation Access includes any capture functionality, Section 8 applies to it in full.

06 Acceptable use

You will not, and will not permit anyone else to:

• use the Services in violation of any law, regulation, or third-party right, including privacy, employment, workplace-monitoring, wiretap, and communications-interception laws;
• deploy Companion or any capture functionality on a device or against a person without all notices, consents, and authorizations required by applicable law — you are solely responsible for obtaining these;
• use the Services to surveil, monitor, or investigate an individual for disciplinary, performance-management, or law-enforcement purposes, or in a manner that would be unlawful covert monitoring;
• reverse engineer, decompile, disassemble, or attempt to derive the source code, structure, or underlying ideas of the Services, except to the extent applicable law prohibits that restriction;
• copy, modify, translate, or create derivative works of the Services, or remove or obscure any proprietary notice;
• rent, lease, sell, sublicense, distribute, or provide the Services to a third party, or use them to operate a service bureau;
• access the Services to build a competing product, or benchmark or publish performance results without our prior written consent;
• probe, scan, or test the vulnerability of the Services, or breach or circumvent any authentication, rate limit, or security measure, except under a written authorization from us or through our published responsible-disclosure channel;
• introduce malware or any code intended to disrupt, disable, or impair the Services;
• use automated means to scrape or extract data from the Services except as permitted by our robots.txt or with our prior written consent;
• upload Content you lack the right to submit, or Content that is unlawful, infringing, defamatory, or malicious; or
• submit to the Services any protected health information, payment card data, government-issued identification numbers, biometric identifiers, children’s data, or other sensitive or special-category data, except under a Customer Agreement that expressly contemplates it and, where applicable, an executed Business Associate Agreement or Data Processing Addendum.

We may investigate suspected violations and may suspend access where we reasonably believe it is necessary to protect the Services, our other customers, or any person.

07 Your Content

You keep it. As between you and Ampersand, you own your Content. We acquire no right, title, or interest in it beyond the license in this Section.

You grant us a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, and display your Content, solely to provide, secure, and support the Services for you, and to comply with law. That license ends when your Content is deleted, except for backup copies which expire on our ordinary backup cycle.

We do not train models on your Content. We will not use your Content — including in de-identified, aggregated, or anonymized form — to train, fine-tune, or improve any artificial intelligence or machine learning model, whether our own or a third party’s, without your prior written authorization.

You are responsible for your Content, for having the rights necessary to submit it, and for maintaining your own copies. We are not a backup service.

08 Capture, notice, and consent

Where the Services include any functionality that observes or records activity on a device:

• You determine the scope. You choose which users, machines, applications, and time periods are in scope, and you may pause, exclude, or stop capture at any time.
• You are the employer. You are solely responsible for providing every notice to, and obtaining every consent from, the individuals whose activity is observed that applicable law requires, and for compliance with applicable workplace-monitoring, privacy, employment, and communications-interception laws. This obligation is a condition of your right to use the functionality.
• You will not use it covertly, or in any manner you have not disclosed to the affected individuals where disclosure is required.
• What is captured and what is not is described in our Documentation and in our Privacy Policy. In particular, the application does not capture alphanumeric keys typed, content within secure fields, content behind your exclusion list, DRM-protected or remote-desktop windows, raw audio, or anything while a user is signed out.
• We may suspend capture functionality immediately if we reasonably believe it is being used in violation of this Section, and will tell you why.

09 Outputs, and what they are not

You own the Outputs generated from your Content. To the extent we hold any right, title, or interest in Outputs generated for you, we assign it to you, subject to our retained rights in the Services themselves under Section 11. Where a Customer Agreement addresses ownership of deliverables, that agreement controls.

Outputs are estimates, not findings of fact. They are produced by statistical and machine-learning systems from partial observation of activity. They may be incomplete, may be wrong, and may not reflect activity outside the applications and devices in scope. Similar or identical Outputs may be generated for other users from their own Content.

You must not use Outputs as the sole basis for a decision about a person. In particular, Outputs must not be the sole basis for any employment, disciplinary, performance-management, compensation, promotion, termination, legal, financial, or safety decision. Apply human review and independent verification before acting on them. Ampersand does not provide legal, tax, accounting, or human-resources advice.

You are responsible for how you use Outputs, including for compliance with any law governing automated decision-making, workplace monitoring, or employment practices in your jurisdiction.

10 Feedback

If you give us Feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use it without restriction or obligation to you. We will not identify you as its source without your consent. Feedback is given voluntarily and is not your Confidential Information.

11 Our intellectual property

The Services, including Companion, our continuous process mining platform, the capture and processing pipeline, the dashboard, the MCP interface, all software, models, methodologies, know-how, documentation, and all improvements to any of them, together with all trademarks, service marks, and logos, are and remain the exclusive property of Ampersand and its licensors.

These Terms grant you a limited right to use the Services. They grant no ownership. All rights not expressly granted are reserved.

You may not use the “Ampersand” name, the “&” mark, or our logos without our prior written consent, except to refer to us factually.

12 Third-party services, models, and open-source components

The Services may link to or interoperate with third-party websites, products, and services. We do not control them, do not endorse them, and are not responsible for them. Your use of a third-party service is governed by that third party’s terms, and you should review them. Any exchange of data between you and a third party is between you and that third party.

Third-party models. The Services use third-party foundation models to generate Outputs, run through Amazon Bedrock. Your use of the Services is also subject to the acceptable use policies of those model providers, and we may pass through restrictions they impose on us.

Open-source components. The Services include open-source software. Those components are licensed to you under their own license terms, which are available on request and which control over these Terms to the extent of any conflict as to that component.

13 Copyright complaints

We respond to notices of claimed copyright infringement under the Digital Millennium Copyright Act. If you believe material available through the Services infringes your copyright, send a notice to legal@withampersand.ai, or to Ampersand Labs, Inc., 799 Broadway, New York, NY 10003, Attn: Copyright Agent, containing:

• your physical or electronic signature;
• identification of the copyrighted work you claim has been infringed;
• identification of the material you claim is infringing and enough information for us to locate it;
• your contact details;
• a statement that you have a good-faith belief the use is not authorized by the copyright owner, its agent, or the law; and
• a statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the owner’s behalf.

We may remove or disable access to material we believe in good faith to be infringing, and we will terminate the accounts of repeat infringers in appropriate circumstances. If you believe material was removed in error, you may send a counter-notice to the same address.

14 Fees

Access under these Terms is generally provided without charge. If we do charge for any Service under these Terms, we will tell you the price before you incur it, fees are stated in US dollars and are exclusive of taxes, you are responsible for all taxes other than taxes on our net income, and fees are non-refundable except as required by law or as we expressly state in writing. Negotiated pricing lives in a Customer Agreement, not here.

15 Term, suspension, and termination

These Terms apply from your first use of the Services until terminated.

You may stop using the Services and close any Account at any time.

We may suspend or terminate your access, in whole or in part, immediately and without liability, if you breach these Terms, if we are required to do so by law, if your use poses a security or legal risk to us or to another person, or — for Evaluation Access — for any reason.

On termination: your license ends, you must stop using the Services, and we may delete your Content after a reasonable period. Sections 3, 7 (last two paragraphs), 9, 10, 11, 16, 17, 18, 19, and 20 survive.

16 Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, AMPERSAND DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY OUTPUT, MEASUREMENT, PROCESS MAP, OR FINDING WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PURPOSE.

Section 9 describes the limits of Outputs and your responsibilities in relying on them.

Some jurisdictions do not allow the exclusion of certain warranties, so parts of this Section may not apply to you.

17 Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) No indirect damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

(b) Cap. AMPERSAND’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (i) THE AMOUNTS YOU PAID US UNDER THESE TERMS IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, AND (ii) ONE HUNDRED US DOLLARS (US $100).

(c) Carve-outs. Nothing in this Section limits liability for fraud, willful misconduct, gross negligence, death or personal injury caused by negligence, or any liability that cannot be limited by law. Your obligations under Section 6 (Acceptable use), Section 8 (Capture, notice, and consent), Section 9 (Outputs), and Section 18 (Indemnification) are not subject to subsection (b).

(d) Basis of the bargain. These limitations apply even if a limited remedy fails of its essential purpose, and reflect an agreed allocation of risk without which we would not provide the Services at these prices.

Some jurisdictions do not allow certain limitations, so parts of this Section may not apply to you.

18 Indemnification

You will defend, indemnify, and hold harmless Ampersand and its officers, directors, employees, and agents from and against any third-party claim, and any resulting losses, damages, liabilities, settlements, fines, penalties, and reasonable attorneys’ fees, arising out of or relating to:

• your Content;
• your use of the Services in violation of these Terms or applicable law;
• your failure to provide any notice, or obtain any consent or authorization, required in connection with capture under Section 8, including any claim brought by a member of your workforce;
• your use of, or reliance on, Outputs, including any decision made about a person in reliance on them; or
• your violation of any third-party right.

We will notify you promptly of any such claim, give you sole control of its defense (except that you may not settle in a way that imposes any obligation or admission on us without our written consent), and provide reasonable cooperation at your expense.

19 Governing law and disputes

These Terms are governed by the laws of the State of Delaware, excluding its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution first. Before filing any claim, you agree to contact us at legal@withampersand.ai and to attempt in good faith to resolve the dispute for thirty (30) days.

Venue. Any dispute not resolved informally will be brought exclusively in the state or federal courts located in New York County, New York, and each party irrevocably consents to the personal jurisdiction of, and waives any objection to venue in, those courts.

Jury trial waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

No class actions. CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Time limit. Any claim must be brought within one (1) year after it arises, or it is permanently barred, except where applicable law prohibits a shortened period.

Equitable relief. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information, without first following the informal resolution process.

20 General

Changes. We may modify these Terms. We will post the updated Terms with a new “Last Updated” date and, for material changes, give at least thirty (30) days’ notice by email to registered users or by prominent notice on the Site. Changes apply prospectively. Your continued use after the effective date means you accept them. If you do not agree, stop using the Services.

Changes to the Services. We may add to, modify, or discontinue any part of the Services at any time. For paid Services under these Terms, we will not materially degrade functionality during a period you have paid for without offering a pro-rated refund.

Electronic communications. You consent to receive communications from us electronically, including by email and by notice posted in the Services, and you agree that electronic communications satisfy any legal requirement that a communication be in writing.

Confidentiality. Non-public information we share about the Services — including pricing, roadmap, security documentation, and pre-release features — is our confidential information. Do not disclose it, and use it only to evaluate or use the Services. This obligation lasts three (3) years from disclosure, and indefinitely for trade secrets.

Publicity. Neither party will use the other’s name or logo in publicity without prior written consent, except that we may identify you as a user of the Services in a customer list, which you may opt out of by writing to us.

Notices. Notices to you may be sent to the email address on your Account or posted in the Services, and are effective when sent or posted. Notices to us must be sent to legal@withampersand.ai with a copy to Ampersand Labs, Inc., 799 Broadway, New York, NY 10003, Attn: Legal, and are effective on receipt.

Assignment. You may not assign these Terms without our prior written consent. We may assign them to an affiliate or in connection with a merger, financing, acquisition, or sale of assets. Any other attempted assignment is void.

Force majeure. Neither party is liable for a failure to perform, other than a payment obligation, caused by an event beyond its reasonable control.

Export and sanctions. You represent that you are not located in, and are not a national or resident of, a country subject to comprehensive US sanctions, and that you are not on any US government restricted-party list. You will comply with all applicable export control and sanctions laws.

US government users. The Services are “commercial computer software” under FAR 12.212 and DFARS 227.7202. Government users receive only the rights granted here.

Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed, and the remainder stays in force.

No waiver. A failure to enforce any provision is not a waiver of it.

Independent parties. Nothing here creates a partnership, joint venture, agency, or employment relationship.

No third-party beneficiaries. These Terms benefit only you and Ampersand.

Entire agreement. These Terms, together with our Privacy Policy and any Customer Agreement, are the entire agreement between you and Ampersand about the Services, and supersede all prior understandings on the subject.

21 Contact

Ampersand Labs, Inc.

799 Broadway, New York, NY 10003, United States

• Legal notices and disputes: legal@withampersand.ai
• Privacy: privacy@withampersand.ai
• Security and vulnerability disclosure: security@withampersand.ai