Medellis Coworker — End User Licence Agreement
Version 1.0 · Effective 2026-08-13 · Dabra Ventures LLC
1. Who this agreement is between
This agreement ("Agreement") is between Dabra Ventures LLC ("we", "us") and the person or organization installing or using Medellis Coworker ("Software", "you").
By checking "I agree", installing, or using the Software, you accept this Agreement. If you do not accept it, do not install or use the Software.
If you are accepting on behalf of an organization, you confirm you have authority to bind it.
2. If you have a signed agreement with us, that one controls
If your organization has a separate signed licence, pilot, or subscription agreement with us, that agreement governs and controls over this one wherever the two conflict. This Agreement covers everyone else, and fills gaps the signed agreement does not address.
3. What you may do
We grant you a limited, non-exclusive, non-transferable, revocable licence to install and use the Software for your own business or personal purposes, subject to this Agreement and to any seat count or term stated in your licence.
4. What you may not do
You may not: resell, sublicense, or distribute the Software; remove or alter its notices, branding, or licence seal; circumvent seat limits, licence checks, or approval controls; use it to break the law or infringe anyone's rights; or use it to build a competing product.
5. Open-source components
The Software includes components licensed by third parties, including OpenWorker, © 2024 Andrew Ng, under the MIT Licence. Those components remain governed by their own licences, which are reproduced in the NOTICE file distributed with the Software. Where a third-party licence grants you rights broader than this Agreement, that licence controls for that component.
6. What the Software actually does — read this section
The Software is an AI agent that acts on your behalf on your own computer. Specifically, it can read files you give it access to, and — when you connect an account and approve an action — send email and messages, create and change documents, call third-party services, and run commands. It uses credentials you supply, and it acts as you.
This is the point of the product, and it is also the risk. Accordingly:
(a) You are responsible for what you authorize. The Software's approval controls exist so that consequential actions wait for a human decision. When you approve an action, or raise the autonomy level so a category of action no longer requires approval, the resulting actions are yours — the same as if you had performed them yourself.
(b) You are responsible for the accounts you connect. You confirm you have the right to connect each account and to let software act on it, including where the account belongs to an employer or client.
(c) You are responsible for third parties. If the Software sends a message, email, or reply to another person, or reads, records, stores, or relays a conversation, you are the sender and the party responsible for it. That includes obtaining any consent the law requires. Laws on recording and relaying communications vary by jurisdiction and some require the consent of every participant. We are not a party to your communications and cannot obtain that consent for you.
(d) AI output can be wrong. Outputs are generated by statistical models. They can be inaccurate, incomplete, or fabricated, and they can be confidently wrong. Verify anything you rely on. Do not treat output as professional advice.
7. Where your data goes
The Software runs on your computer, and your files, prompts, and outputs are not sent to us.
Two exceptions, both disclosed in our Privacy Policy:
- Model providers. To generate output, prompts and relevant context are sent to whichever AI provider you configure (for example Anthropic, OpenAI, DeepSeek, or a provider you self-host). Their terms and privacy policies apply to that data. Choosing the provider is your decision.
- Product telemetry. If you switch it on, and while you are signed in to a Medellis account, the Software reports that a session started — a random install identifier, app version, platform, a hashed session id, and the coworker type. Never its content: no prompts, outputs, titles, file paths, tool arguments, or connector data. It is off unless you turn it on in settings, and you can turn it back off in the same place. Signed out, nothing is sent.
Connected third-party services (Gmail, Slack, and the rest) receive whatever the Software sends them at your direction, under their own terms.
8. Beta software
The Software is early-access, provided before the testing and hardening a mature product receives. Expect defects, breaking changes, and features that are removed. Do not use it where a failure would be costly, and keep your own backups.
9. Do not use it for these things
Do not use the Software to make or carry out decisions where error causes serious harm. Without limiting that: medical diagnosis or treatment; the operation of vehicles, aircraft, industrial, or safety-critical systems; emergency response; weapons; automated legal, financial, or investment decisions; automated employment, housing, credit, or insurance eligibility decisions; or any use requiring a licensed professional's judgment.
10. Your content stays yours
You keep all rights to your files, prompts, and outputs. We claim no ownership of them and do not use them to train models.
11. Our intellectual property
We keep all rights in the Software except the licence in §3. This Agreement transfers no ownership.
12. Fees
Paid licences are governed by the signed agreement in §2. Free and early-access use may be changed, limited, or discontinued at any time.
13. No warranty
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WE SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. We do not warrant that the Software will be uninterrupted, error-free, or secure, or that its output will be accurate.
Some jurisdictions do not allow the exclusion of implied warranties, so parts of this section may not apply to you.
14. Limitation of liability
To the maximum extent permitted by law:
(a) We are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, goodwill, or business interruption, however caused and on any theory of liability, even if we were advised such damages were possible.
(b) Our total aggregate liability arising out of or relating to the Software or this Agreement will not exceed the greater of (i) the fees you paid us for the Software in the twelve months before the event giving rise to the claim, or (ii) one hundred US dollars (US$100).
(c) These limits apply to all claims — contract, tort, negligence, strict liability, statute, or otherwise — and survive any failure of an exclusive remedy.
(d) Nothing here excludes liability that cannot be excluded by law, including for fraud, willful misconduct, or death or personal injury caused by negligence. Some jurisdictions do not allow certain limits, so parts of this section may not apply to you.
15. Your indemnity to us
You will defend, indemnify, and hold us harmless from any third-party claim, and any resulting loss, liability, damage, cost, or reasonable legal fee, arising from (a) your use of the Software, (b) actions the Software took at your direction or under an autonomy level you set, (c) communications it sent, recorded, or relayed on your behalf, (d) your breach of this Agreement or of law, or (e) your infringement of anyone's rights.
16. Term, termination, and what survives
This Agreement runs until terminated. It ends automatically if you breach it. You may end it by uninstalling the Software. We may suspend or terminate a licence that is being used in breach of §4 or §9. On termination, stop using the Software and delete it.
Sections 5, 6, 10, 11, 13, 14, 15, 16, 17, and 18 survive termination.
17. Export, sanctions, and government use
You confirm you are not located in, and will not use the Software in, a country subject to a comprehensive US embargo, and that you are not on a US government restricted-party list. You will comply with applicable export control and sanctions law. The Software is "commercial computer software"; US Government use is subject to FAR 12.212 and DFARS 227.7202.
18. Law, disputes, and the courts
(a) Governing law. The laws of the State of Texas, excluding its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
(b) Informal resolution first. Before filing anything, email us at legal@medellis.com and give us 30 days to resolve it.
(c) Binding arbitration. Disputes not resolved informally will be settled by binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, seated in the Texas county where we maintain our principal place of business, before one arbitrator. If the AAA's rules entitle you to a hearing closer to you, or to appear remotely, that entitlement controls over the seat named here. We pay the arbitration filing and administrative fees the AAA's consumer rules allocate to us. Judgment on the award may be entered in any court with jurisdiction.
(d) Exceptions. Either party may bring a claim in small-claims court, or seek injunctive relief for infringement or misuse of intellectual property, without arbitrating.
(e) No class actions. Claims are brought only in an individual capacity, not as a plaintiff or class member in any class, consolidated, or representative proceeding. You and we waive any right to a jury trial.
(f) Opt out of (c) and (e). Email legal@medellis.com within 30 days of first accepting these terms, stating your name and that you opt out of arbitration. Opting out costs you nothing else under this Agreement.
(g) If any part of (e) is unenforceable, that part is severed and the rest of §18 stands — except that if the class waiver is unenforceable, subsection (c) does not apply to that claim.
19. Changes to these terms
We may publish a new version. Material changes take effect for you when you accept them — the Software will ask. Continuing to use an old version does not bind you to terms you never saw. Each version is published with a version number and effective date, and old versions stay available at https://coworker.medellis.com/terms.
20. The rest
Entire agreement — this, plus the Privacy Policy and any signed agreement under §2, is the whole agreement about the Software, and replaces prior discussions. Severability — if a provision is unenforceable, the rest stands. No waiver — not enforcing a right is not a waiver of it. Assignment — you may not assign this Agreement without our written consent; we may assign it in a merger or sale of assets. Notices — to you in the Software or by email; to us at legal@medellis.com. No agency — this creates no partnership, employment, or agency relationship.
Contact: legal@medellis.com · Dabra Ventures LLC