Terms and Conditions for Artificial Intelligence and Automation Services

Last updated: June 30, 2026

These Terms and Conditions ("Terms") govern access to and use of the services provided by RUMBLER S.A., registered with the Unique Tax Registry (Registro Único Tributario) of the General Tax Directorate of the Oriental Republic of Uruguay under RUT No. 218349370015, operating commercially under the trade name Agent Smith (hereinafter, the "Provider," "Agent Smith," "we," or "our").

By contracting, accessing, or using any of our Services, the Client represents that it has read, understood, and fully accepted these Terms.

1. Parties and Scope

These Terms constitute a legal agreement between RUMBLER S.A., owner of the Agent Smith trademark, and the legal entity or individual that contracts or uses our Services in the course of its professional, business, or commercial activity (the "Client").

These Terms govern access to and use of all services provided under the Agent Smith brand, including, among others:

• Artificial intelligence agents.
• Process automations.
• Platform integrations.
• Software development.
• Virtual assistants.
• APIs.
• Information processing tools.
• Custom developments.
• Any other technology service offered by the Provider.

1.1 Professional Nature of the Client. The Services are intended exclusively for legal entities and for individuals acting in the course of their professional, business, or commercial activity. Agent Smith does not provide Services to end consumers within the meaning of Uruguayan Law No. 17,250, and the Client represents and warrants that it is contracting in that capacity.

2. Definitions

Provider

RUMBLER S.A., a company incorporated under the laws of the Oriental Republic of Uruguay, owner of the Agent Smith trademark.

Services

All technology solutions offered by Agent Smith, including artificial intelligence agents, automations, integrations, APIs, software, web applications, virtual assistants, and custom developments.

Client Data

All information, files, documents, images, databases, instructions, messages, credentials, or any other content provided by the Client for the provision of the Services.

Generated Output

Any response, recommendation, document, analysis, automation, content, or result produced by the Services based on the Client Data.

3. Use of the Services and Client Obligations

3.1 Authority and Permitted Use

The Client represents that it has sufficient legal capacity to contract the Services and that it will use them solely for lawful purposes and in accordance with applicable law.

3.2 Responsibility for Data

The Client is solely responsible for the accuracy, completeness, legality, and timeliness of all information provided.

The Client warrants that the Client Data:

• Belongs to the Client or the Client has sufficient authorization to use it.
• Does not infringe the rights of any third party.
• Complies with all applicable regulations regarding intellectual property, personal data protection, confidentiality, and other legal provisions.

Agent Smith acts solely as a technology provider and does not verify, supervise, or validate the information provided by the Client.

3.3 Validation of Results

The Services use artificial intelligence and other automated technologies that may produce results that are incorrect, incomplete, outdated, or unsuitable for particular purposes.

All Generated Output must be reviewed and validated by the Client before being used to make business, legal, financial, regulatory, medical, or any other kind of decision.

Responsibility for the use of such results rests exclusively with the Client.

3.4 Indemnification

The Client shall indemnify and hold Agent Smith harmless from any claim, penalty, damage, or expense (including reasonable advisor fees) arising from a breach of the representations and warranties set forth in this Clause 3, including third-party claims related to the Client Data.

4. License to Use

The Provider grants the Client a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to use the contracted Services for the duration of the business relationship.

The license does not entail any transfer of intellectual property rights over the Services.

5. Usage Limits, Credits, and Consumption Metrics

5.1 Metrics

The Services may be subject to usage limits such as:

• Number of agents.
• Number of users.
• Credits.
• Interactions.
• Messages.
• Queries.
• Executions.
• Document processing.
• API consumption.
• Use of artificial intelligence models.
• Any other commercially defined metric.

5.2 Consumption Management

It is the Client's responsibility to monitor consumption of the contracted Services.

Agent Smith may, although it is not obligated to, issue alerts when consumption is approaching contracted limits.

5.3 Excess Consumption

When the Client exceeds the contracted limits, Agent Smith may, as applicable:

• Bill for the excess consumption.
• Temporarily limit certain features.
• Prevent new executions until additional credits are purchased.
• Upgrade the contracted plan, only upon prior notice to the Client and the Client's express acceptance, unless otherwise agreed in writing.

5.4 Credits

Unless otherwise agreed in writing, contracted credits are non-cumulative, non-refundable, and expire at the end of the corresponding period.

6. Suspension and Operational Consequences

Agent Smith may suspend the Services, in whole or in part, when:

• There are overdue payments.
• There is abusive use of the platform.
• Security risks are detected.
• The Client breaches these Terms.
• The Client's use affects the availability of the service for other users.

During suspension:

• No financial compensation will be granted.
• The corresponding payment obligations will continue to accrue.
• The Provider may limit technical resources until the situation is resolved.

Once the cause giving rise to the suspension has been remedied, the service may be reinstated.

7. Data Privacy and Processing

RUMBLER S.A., operating under the Agent Smith brand, adopts reasonable technical and organizational measures to protect the information processed in connection with the provision of the Services.

Provision of the Services may involve the use of third-party technology platforms, cloud infrastructure providers, artificial intelligence services, automation platforms, and external integrations, always under conditions compatible with the provision of the contracted service.

The Client retains ownership of its data at all times.

Agent Smith will use such data solely to:

• Provide the contracted Services.
• Maintain infrastructure.
• Resolve technical incidents.
• Comply with legal obligations.
• Improve the operation of the Services, without using Client Data to train third-party artificial intelligence models or sharing it with other clients, except with the Client's express consent.

Agent Smith does not sell the Client's data, nor does it use such data for purposes other than those set forth herein.

The Client may request access to, updating, correction, or deletion of its personal data where applicable under current law.

7.1 International Data Transfer

The Client acknowledges and accepts that provision of the Services may require the processing of personal data through infrastructure providers, artificial intelligence models, and automation platforms located outside the Oriental Republic of Uruguay. Such transfer is carried out solely for the purpose of providing the contracted Services, under reasonable security standards. The Client is responsible for having the legal basis, consents, or authorizations necessary from the data subjects whose personal data it provides (including, without limitation, employees, guests, students, customers, or any other third party) prior to uploading or processing such data through the Services.

7.2 Database Registration

Each party shall be responsible for complying, to the extent applicable to it, with the obligations of Law No. 18,331 with respect to the databases for which it is responsible, including registration with the Regulatory and Data Protection Control Unit (Unidad Reguladora y de Control de Datos Personales, "URCDP") where applicable.

7.3 Subprocessors

Agent Smith may engage subprocessors (cloud infrastructure providers, artificial intelligence models, and automation platforms) to provide the Services. The Client may request the current list of such subprocessors.

8. Intellectual Property

All rights to the platform, software, developments, interfaces, documentation, methodologies, trademarks, logos, designs, and other intellectual assets belong to RUMBLER S.A. or their respective owners.

The Client retains ownership of its own data and content.

8.1 Ownership of Generated Output

Subject to full payment of all amounts owed, the Generated Output produced specifically for the Client from the Client's own Client Data belongs to the Client. Agent Smith at all times retains ownership of the underlying technology, methodologies, models, prompts, codebase, and other tools used to produce it.

9. Limitation of Liability

The Services are provided "as is."

To the maximum extent permitted by law, Agent Smith shall not be liable for:

• Indirect losses.
• Loss of profits.
• Loss of business opportunities.
• Loss of data caused by incorrect information provided by the Client.
• Decisions made using results generated through artificial intelligence.
• Interruptions originating from third-party services.

In no event shall the Provider's total liability exceed the amount actually paid by the Client during the twelve (12) months preceding the event giving rise to the claim.

9.1 Force Majeure

Neither party shall be liable for failures to perform resulting from force majeure or acts of God, including widespread internet infrastructure failures or third-party provider failures, natural disasters, acts of government, or other events beyond its reasonable control, provided that the affected party notifies the other party and makes reasonable efforts to mitigate the impact.

10. Modifications

RUMBLER S.A. may modify these Terms at any time.

The version in effect will be the one published on the Agent Smith website.

Continued use of the Services will constitute acceptance of such modifications.

11. Termination

Either party may terminate the business relationship in accordance with the particular conditions agreed upon.

The Provider may terminate the contract immediately in the event of a material breach of these Terms.

Termination shall not extinguish those obligations which, by their nature, must remain in effect, including confidentiality, intellectual property, limitations of liability, and payment obligations.

11.1 Term in the Absence of Particular Conditions

In the absence of particular conditions agreed upon in writing, this contract shall be deemed to be for an indefinite term, and either party may terminate it by providing 30 days' prior notice, without prejudice to payment obligations accrued through the effective date of termination.

12. Governing Law and Jurisdiction

These Terms shall be governed by the laws of the Oriental Republic of Uruguay, unless the parties expressly agree otherwise in a written contract.

Any dispute arising from these Terms shall be submitted to the competent courts of the city of Montevideo, Oriental Republic of Uruguay, unless expressly agreed otherwise.

13. Provider Information

Legal Name: RUMBLER S.A.

Trade Name: Agent Smith

RUT: 218349370015

Email: hola@agentsmith.agency

Website: https://www.agentsmith.agency