Legal

Effective: October 8, 2026

This Enterprise Master Subscription Agreement is between Oil Rag, LLC ("Oil Rag") and the Company that accepts it (the "Customer"). It governs use of the Oil Rag service.

Parties

The Customer is the Company. The Customer's Users, including contractors a Customer Admin provisions, are bound through the Customer. A User is not a party. A person with no Company is outside this agreement. The Admin company is not a Customer.

Acceptance and later versions

The Customer is bound when a Customer Admin or a Global Admin accepts this agreement at Start collection on Company billing. That acceptance records the Company, the accepting User, that User's role, the time in UTC, and the effective date of this agreement. There is one acceptance. There is no separate order form.

A later version posted on this page applies at the next renewal. It does not apply during a paid period already started. A Customer Admin may cancel at period end before that renewal. If the Subscription's seat quantity, cadence, or price differs from this agreement, the Subscription controls.

The service

Oil Rag provides the service to the Customer's Users for the Customer's internal business. A Customer Admin provisions Users.

Each Company's Documents, Conversations, and Knowledge Bases stay in that Company. A Document is written into a Knowledge Base only when a User Commits it. Primary Model answers Conversations. Seats and fees are managed on Company billing.

Primary Model output can be wrong. The Customer evaluates it. It is not professional judgment on a well, a lease, or the law.

Customer content and Output

As between Oil Rag and the Customer, the Customer keeps its documents and prompts and owns the Output. Output is the Primary Model's answers in a Conversation. Oil Rag does not use the Customer's documents, prompts, Conversations, or Output to train a model. The model provider does not train on that content for this service.

The Customer will not use Output to train a model. The Customer will not present Output as a person's own work.

Primary Model retention

Prompts and answers sent to the Primary Model are not kept by the model provider after the answer is returned, and not longer than one hour after the request completes, whichever is first. The provider does not keep later logs, backups, or other durable copies of that content for safety review, debugging, or legal production. The provider does not create de-identified data from that use.

Oil Rag keeps the Customer's Conversations, Documents, and Output inside the Company. Embeddings, ranking, and knowledge search run on Oil Rag's servers.

Fees

The price is the price on the Subscription. That price is the published graduated Seat rates, or a special price for that Company.

Adding a Seat invoices the rest of the current period immediately. A Seat decrease takes effect at the next 1st at 00:00 UTC. The current period is not refunded and is not prorated. A cadence change takes effect at that same time. Fees for the current period stay payable.

A refund of an Extra Usage Credits purchase claws a pro-rated share of the credit given, capped at the credit still remaining, and not below zero. Complimentary Credits are not refunded on that path.

A Customer Admin starts collection with a US bank account (ACH) on that Company. A Global Admin may start collection with that bank account or a Card. Extra Usage Credits are charged to a Card. The Customer may amend or cancel the bank-debit authorization by giving Oil Rag 30 days' notice. That notice changes the authorization. It leaves the Subscription in place. A failed debit follows Billing hold.

Renewal and ending

The Subscription renews for the same cadence unless a Customer Admin cancels at period end. The Customer keeps the service through the paid-through date. Cancel at period end needs no other advance notice.

Unpaid amounts put the Company on Billing hold after Company billing finishes its collection retries. There is no separate cure period before that hold.

Oil Rag may put the whole Company on Billing hold immediately for a breach of the Acceptable Use Policy, a security risk, or a legal requirement.

For any other material breach, Oil Rag gives written notice and 30 days to cure before it ends the Subscription.

Billing hold

During Billing hold, Users cannot start or continue Conversations or move Document bytes. Existing Conversations stay readable. Active (Company) is a separate switch. Billing hold does not remove the Customer Admin's request for a copy after the Subscription ends.

After the Subscription ends

The Customer keeps ownership of its documents, prompts, and Output. For 30 days after the Subscription ends, for any reason, the Customer Admin may request a copy of the Company's Documents and Conversations. Oil Rag provides that copy on request before deleting them. Oil Rag deletes those Documents and Conversations from the service within 30 days after that request window ends, and from backups on Oil Rag's normal backup cycle. Billing, security, and legal records stay. Access to and deletion of personal information are handled under the Privacy Policy and the Data Processing Addendum.

Confidentiality

Each party keeps the other party's confidential information confidential for five years after the Subscription ends. The Customer's documents and Conversations are the Customer's confidential information. A special price is Oil Rag's confidential information. Information is not confidential when it is public through no fault of the receiving party, when the receiving party already knew it, when the receiving party developed it independently, or when the law requires it to be disclosed.

Indemnity

Oil Rag will defend the Customer against a third-party claim that the service, as Oil Rag provides it, infringes that third party's intellectual property. This defense does not cover the Customer's documents, prompts, or Output the Customer directed. Oil Rag's duty in this section is outside the liability cap.

The Customer will defend Oil Rag against a third-party claim arising from the Customer's documents, prompts, use of Output, or a User's breach of the Acceptable Use Policy. The Customer's duty in this section is inside the liability cap.

The party seeking a defense gives prompt notice. The defending party controls the defense. A settlement that admits fault requires the other party's consent.

Limitation of liability

Each party's total liability under this agreement is the fees the Customer paid under this agreement in the 12 months before the claim. Neither party is liable to the other for consequential damages, lost profits, or indirect claims for loss of data.

This limit does not apply to fees the Customer owes, to a party's fraud or willful misconduct, or to Oil Rag's duty to defend a third-party intellectual-property claim under Indemnity.

If Oil Rag does not provide a copy the Customer Admin requested after the Subscription ends, that failure is a breach. Recovery for that breach stays within this limit.

Publicity

Neither party uses the other party's name or marks without that party's written consent.

Assignment

The Customer needs Oil Rag's consent to assign this agreement. Oil Rag will not unreasonably withhold consent. Oil Rag may assign this agreement to a successor of the business.

Law

Texas law governs this agreement. Venue is the state and federal courts in the county of Oil Rag, LLC's principal office.

General

This agreement, the documents named in Other documents, and the Subscription are the entire agreement between the parties about the service. The Security summary describes the controls the service has and adds no commitment. If a provision cannot be enforced, the rest remains in effect. A waiver must be in writing. A party is not liable for a delay caused by an event outside its reasonable control, except that the Customer remains obliged to pay. Notices to the Customer go to the Billing email recipient. Notices to Oil Rag go to legal@oilrag.ai.

Ownership, the confidentiality duty for its five-year period, the liability cap, fees already incurred, indemnity for claims arising before the Subscription ends, and the copy and deletion duties survive the end of the Subscription.