Thank you for choosing our products and services (collectively, the “Services”). These Services are provided by MetaGPT.LLC (hereinafter referred to as the “Technical Service Provider” or “We”). MetaGPT.LLC is a U.S. incorporated company with its principal place of business at Ste R 8 The Green Dover, Delaware, USA (document number 7606285). By using the Site and any of our Services, you acknowledge that you have read, understood and agreed to be bound by these Terms and to comply with all applicable laws and regulations. If you do not agree with these Terms, you should refrain from using our Services. For any inquiries, please reach out to us at: service@deepwisdom.ai.

1. Product Usage

1.1 Account Creation and Access

To use our Services, you must be at least 13 years old or have reached the minimum age required by the laws of your country or region. If you are under 18 years old, you are required to secure permission from your parent or legal guardian prior to using our Services. When registering an account, you agree to provide correct, up-to-date and complete information. Sharing your account or permitting its use by others is strictly prohibited. You shall assume full responsibility for all activities occurring under your account. If you create an account or use the Services on behalf of others or an entity, you must possess the legal authority to accept these terms on their behalf.

1.2 Use Policies

You are prohibited from using the platform Services to upload, publish, post, or disseminate any illegal content, including, but not limited to, the following content and actions:

1. upload, post, email, or otherwise transmit any material that contains unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
2. harm us or third parties in any way;
3. impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
4. upload, post, email, or otherwise transmit any material that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
5. upload, post, email or otherwise transmit any material that infringes any patent, trademark, trade secret, copyright, or other right of any party;
6. upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other forms of solicitation;
7. upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
8. interfere with or disrupt the Site, Services or servers or networks connected to the Site or Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or Services;
9. intentionally or unintentionally violate any applicable local, state, national or international law or regulation;
10. collect or store personal data about other users.

A violation of these terms may lead to the suspension or termination of your account and may expose you to corresponding legal liabilities.

1.3 Account Safeguarding

You are responsible for securely maintaining and safeguarding your user account and password, ensuring their appropriate and safe usage. If anyone fails in this responsibility, leading to the loss or theft of user account details or any other events causing damage to your or another’s civil rights or interests, the responsible party will bear any legal liabilities that arise. If you detect any unauthorized or abnormal use of your account or password, please notify us immediately. We will take the necessary steps to suspend access to the affected account and help prevent further misuse.

1.4 Restrictions

You must comply with all applicable laws when using our Site or Services. Except as may be expressly permitted by applicable law, or as MGX may authorize expressly in writing, you will not, and will not permit anyone else to:

1. use any automated tool (e.g., robots, spiders) to access or use our Services;
2. rent, lease, or sublicense your access to our Services to another person;
3. circumvent or disable any digital rights management, usage rules, or other security features of our Services;
4. use our Services in a manner that overburdens, or that threatens the integrity, performance, or availability of, our Services;
5. remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of our Services or any MGX Content.

1.5 Links and Third Party Content

Our Site may display, or contain links to, third party products, services, and web sites. Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed, authored, or made available by other users or other third parties on our website, or which is accessible through or may be located using our Services (collectively, “Third Party Content”) are those of the respective authors or producers and not of us or our shareholders, directors, officers, employees, agents, or representatives. We do not control Third Party Content and do not guarantee the accuracy, integrity or quality of such Third Party Content. We are not responsible for the performance of, we do not endorse, and we are not responsible or liable for, any Third Party Content or any information or materials advertised in any Third Party Content. By using or viewing our Site, you may be exposed to content that is offensive, indecent, or objectionable. We are not responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods, services, or information available on or through any third party service or Third Party Content. It is your responsibility to evaluate the information, opinion, advice, or other content available on and through our Site. By using our Site, you accept the above terms and assume the risks associated with using Third Party Content on your own.

2. Paid Services

The User expressly understands and agrees that this product is a digital software service, encompassing operational costs for LLM and server infrastructure. To assist in evaluating product suitability prior to purchase, we provide daily free usage allowances accompanied by corresponding tutorials, enabling comprehensive assessment of product capabilities and limitations.

Prospective subscribers are required to thoroughly review the relevant information available in the Help Center and App World before committing to any paid subscription. Upon completing payment and commencing use of the service, the User shall be deemed to have accepted final delivery of this digital commodity. We want to inform you that all subscription payments are final and cannot be refunded. Your understanding of this policy is greatly appreciated. If any clause herein requires clarification, or if additional product details are desired, contact must be initiated prior to purchase.

By initializing a paid subscription, the User legally attests to having read, understood, and irrevocably accepted these terms, explicitly acknowledging that transactions processed through designated payment channels (including Stripe) represent binding final sales requiring no refund obligations. If you are unable to accept these terms, you should refrain from continuing to use or subscribing to our Services. Continued use or subscription shall constitute unconditional acceptance of this policy. We appreciate your understanding while remaining committed to assisting your thorough product evaluation during the trial phase.

MGX reserves the right to introduce new services with additional fees and charges or modify the fees and charges for existing services at any time and at its sole discretion. Any changes in fees or charges shall become effective in the billing cycle following notice of such change to you as provided in these terms.

MGX may lock your account for non-payment at any time. In addition to the amount due for the Services, delinquent accounts or chargebacks will be charged with fees or charges that are incidental to the collection of delinquent accounts or chargebacks including, but not limited to, collection fees or convenience fees or any other third parties’ charges. You agree MGX may contact you by electronic mail at the address provided by you to MGX with respect to any delinquent accounts.

3. Service Termination

You may discontinue your use of the Services at any time. We reserve the right to suspend or terminate your access to the Services at any time, without prior notice, if:

1. we believe that you have materially breached these Terms;
2. we must do so in order to comply with applicable law; or
3. immediate suspension or termination is necessary for security reasons and therefore we cannot provide notice.

If we terminate your access to the Services due to a material breach of these Terms and you have a subscription:

1. you will not be entitled to any refund; and
2. we may take further legal action against you and you may be responsible for our losses in relation to the violation of these Terms.

We may also terminate your account if you have been inactive for over a year and you do not have a paid account. If we decide to terminate your account due to inactivity, we will notify you via email 30 days in advance. If you have a subscription, we may terminate the subscription at any time by giving you at least 30 days’ notice in writing (email is sufficient). If we exercise this right, we will refund you on a pro rata basis the fees paid by you for the remaining portion of your subscription after termination. Upon termination of these Terms, your subscription, or your access to the Services, all rights granted to you under these Terms (or any subscription) to access and use our Services will immediately cease. Additionally, we reserve the right, at our discretion, to delete any materials or data associated with your account.

4. Data and Privacy

4.1 Adherence to U.S. Laws:

Users are obligated to refrain from using this product for purposes that breach U.S. legislation, or from uploading, transmitting, or handling content that contravenes U.S. statutes.

4.2 Commitment to Privacy

We are committed to safeguarding the confidentiality of our users. Unless explicitly authorized by the user or required by U.S. law, we will not collect or share any private user data. For more information, please refer to our ‘Privacy Policy’.

5. Intellectual Property Rights

5.1 Our rights

MetaGPT LLC owns and retains all rights, title, and interest in and to:

5.1.1 Brand elements

• The “MGX” “METAGPT X” name and brand
• The “mgx.dev” domain name and all related domains and variants
• The “MGX” trademark and brand and variants
• All MetaGPT logos, designs, and visual elements
• All marketing materials and website content

5.1.2 Platform elements

• The Site architecture and design
• All platform features and functionalities
• Our proprietary algorithms and systems
• The user interface and experience design
• All documentation and supporting materials

5.1.3 Website content

• All text, graphics, videos and media on mgx.dev
• Blog posts, documentation, and guides
• Marketing materials and promotional content
• Interface elements and design components These elements are protected by copyright, trademark, trade dress, patent laws, and other intellectual property rights.

5.2 Clear distinction of rights

To be explicitly clear, while MGX owns all rights to the platform and brand elements described above, this ownership is entirely separate from and does not extend to:

• User-generated content
• Code generated using our platform
• Applications built with our tools
• Custom configurations and implementations
• Modified or derivative works created from generated code
• Your own code commits and changes made outside of MGX but committed or visible in any way

5.3 User rights

MetaGPT makes no claim to ownership of:

• All content (including code) generated using our Services
• Custom implementations and modifications
• Derivative works based on generated code
• Your business logic and application structure

5.3.1 Usage rights

You may freely:

• Use generated all content (including code) commercially
• Modify and adapt generated code
• Distribute generated code in any form
• Open source your implementations To be explicitly clear:
• MGX places no restrictions on your use of generated code
• You are free to use, modify, and distribute generated code without attribution requirements
• No licenses or royalties are owed by MGX users to MGX for using generated code
• Your implementations and modifications are yours to control
• You can combine generated code with other sources without needing approval from MGX

6. Feedback

We may provide you with a mechanism to provide feedback, suggestions, and ideas, if you choose, about our Site or Services (“Feedback”). You agree that we may, in our sole discretion, use the Feedback you provide to us in any way, including in future enhancements and modifications to our Site or Services. You hereby grant to us and our assigns a perpetual, worldwide, fully transferable, sublicensable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback in any manner any for any purpose, without in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party.

7. User Obligations

7.1 Your Obligations Regarding Intellectual Property

It is your responsibility to ensure that all information and data you provide or upload, as well as any material used or outcomes derived from the platform, do not violate the rights of third parties. If a third party approaches us due to concerns or disputes related to your provided content or resulting actions, you agree to address and resolve the matter promptly. You’ll be held liable for any resultant economic damages we face, which may include costs, compensations, and other associated expenses.

7.2 Your Obligations to End Users

You agree that we provide the Services specifically to you. Any individual who accesses or uses your content is considered your “End User.” We have no direct relationship with your End Users. We are not responsible for how you handle End User data and personal information.

7.3 Indemnification Liability

If your actions cause us, our affiliates, or our personnel to incur liability to any third party, face penalties from governmental authorities, or suffer other economic losses or reputational damage, you shall indemnify us, our affiliates, and our personnel for all losses incurred thereby.

8. Disclaimer of Warranties

8.1 Deployment Disclaimer

When the user publishes or deploys the application content generated by MGX, the deployment link will contain the name of the company’s product, specifically “MGX.” The company hereby expressly states that the presence of the term “MGX” within such links does not imply any form of endorsement or authorization by the company with respect to the application content published by the user.

Your use of the Services and materials is solely at your own risk. We and our Providers expressly disclaim any and all warranties of fitness for a particular purpose, title, merchantability, accuracy, availability, reliability, security, privacy, compatibility, non-infringement, and any warranty implied by course of dealing, course of performance, or trade usage.

8.2 No Warranties

The product is offered on an “as is” basis, without any form of warranty, either express or implied. This includes, but is not restricted to, implied warranties of merchantability, suitability for a particular purpose, or non-violation of third-party rights.

8.3 Disclaimer Clause

At no point will the company be accountable for any damages, whether they are direct, indirect, special, incidental, or consequential, arising from the use or inability to utilize this product.

8.4 Limitation of Liability

Under no circumstances will the total liability of us and our suppliers and licensors of all kinds arising out of or related to your use of the Site, the Services and MGX content (including but not limited to warranty claims), regardless of the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, exceed the amounts, if any, that you have paid to us for your use of the Site, the Services and MGX content in the twelve month period immediately preceding the event giving rise to such claim or action. In addition, if you are a California resident, you waive California Civil Code §1542, which says: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him, must have materially affected his settlement with the debtor. Please note that because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.

9. Amendments

The company reserves the right to modify this agreement’s terms as deemed necessary. Changes will be duly notified via postings on our website or within the product interface, and the date of amendment shall be reflected in the “Effective Date” provided below.

10. Miscellaneous

10.1 Interpretation

The Technology Service Provider reserves the sole right to interpret the provisions of this agreement, provided such interpretation remains within the bounds of applicable law.

10.2 Severability

If any part of this agreement becomes invalid or unenforceable, the remaining sections will continue to be valid and effective.

10.3 Governing Law

This agreement is governed by and construed in accordance with U.S. federal law and the laws of the State of Delaware.

Effective Date: 03/28/2025