Terms of Service

Effective date: 2026-08-03

Plain-English summary. openFactory is a desktop application you run on your own machine. A seat costs $100 per user per month, billed monthly through Paddle, who is the merchant of record for every purchase. You can cancel any time and keep access until the end of the period you already paid for. We do not refund partial months. Your code stays on your machine; you are responsible for what you ship. This summary is not part of the agreement — the numbered sections below are.

These Terms of Service ("Terms") are a binding agreement between Kalmantic Inc., a Delaware corporation ("Kalmantic", "we", "us"), and the individual or entity that creates an account, purchases a seat, or downloads or uses openFactory ("you"). By creating an account, purchasing a seat, or installing or using openFactory, you agree to these Terms. If you are agreeing on behalf of an organisation, you represent that you have the authority to bind that organisation.

1. Eligibility

You must be at least 18 years old and legally able to enter into a contract. You must not be located in, or ordinarily resident in, a country or territory subject to comprehensive sanctions administered by the United States, nor appear on any restricted party list. See §5 of the Acceptable Use Policy for the geographic restrictions in full.

2. The Service

"openFactory" is a local-first desktop application that plans, coordinates, and verifies work across coding agents supplied by multiple vendors. "the Service" means openFactory, the OpenFactoryAI website, any hosted APIs we operate in support of them, and any documentation we publish.

openFactory runs on your machine. Your repositories, source code, and the prompts and responses exchanged with coding agents are processed locally and, where an agent calls a third-party model provider, are sent by your machine directly to that provider under the credentials you configure. Kalmantic does not require you to route your source code through our servers in order to use openFactory.

Third-party coding agents are not ours. openFactory coordinates agents supplied by vendors such as Anthropic, OpenAI, and others. Your use of each vendor's agent is governed by your own agreement with that vendor, and you are responsible for holding a valid licence or subscription for each vendor agent you connect. We do not control, and are not responsible for, the availability, pricing, output, or terms of any third-party vendor.

Bundled credit. Where a plan includes preloaded inference credit for an agent operated by Kalmantic, that credit is promotional, has no cash value, is not transferable, is not redeemable for cash, and expires when your subscription ends.

3. Your account

You are responsible for the security of your account credentials, for any API keys or vendor credentials you configure inside openFactory, and for all activity that occurs under your account or on a machine where openFactory is installed with your credentials. Tell us at security@kalmantic.com as soon as you suspect unauthorised access.

Seats are per named individual. A seat may not be shared between people or used concurrently by more than one person. You may move a seat to a different individual when someone leaves your team.

4. Acceptable use

Your use of the Service is subject to the Acceptable Use Policy, which is incorporated into these Terms. We may suspend or terminate access for a material breach of that policy, and for a severe breach we may do so without prior notice.

5. Your content, and what we will not do with it

You keep every right you already hold in your repositories, source code, prompts, configuration, and the output produced through openFactory ("Your Content"). Kalmantic claims no ownership of Your Content.

We do not train models on Your Content. We do not use Your Content to train, fine-tune, or evaluate any model, and we do not sell it, license it, or disclose it to any third party except as described in the Privacy Policy and the Data Processing Addendum.

You grant us only the narrow licence required to operate the Service for you — for example, to store your account record, process a support request you send us, or operate a hosted feature you have chosen to enable. That licence ends when the underlying data is deleted.

You are responsible for what you ship. openFactory produces evidence about generated software; it does not warrant that software. Review, test, and take ownership of anything you put into production. See §12.

6. Fees and billing

A seat costs USD $100 per user per month. You choose the number of seats; the subscription is billed for that quantity in advance, monthly, on a recurring basis until cancelled.

Paddle is our merchant of record. Subscriptions are sold and billed by Paddle (Paddle.com Market Ltd), who acts as merchant of record for all OpenFactoryAI purchases. Paddle is the seller of record on your invoice, handles payment processing, and calculates and remits VAT, GST, and sales tax globally. Kalmantic never receives or stores your full card number. Paddle's own Buyer Terms and Conditions apply to the payment transaction in addition to these Terms.

Renewal. Your subscription renews automatically each month at the then-current price for your seat count, using the payment method on file, until you cancel.

Changing seat count. You may add or remove seats at any time. Paddle prorates the difference: added seats are charged for the remainder of the current period, and removed seats reduce the next invoice. Removing a seat does not produce a refund for the current period.

Cancellation. You may cancel at any time. Cancellation takes effect at the end of the current billing period — you keep access until then, and you are not billed again. We do not prorate or refund a partial month. See the Refund Policy.

Price changes. We may change the price of a seat. We will give you at least 30 days' notice by email before a price change takes effect for your subscription, and the new price applies from your next renewal after that notice period. If you do not accept the new price, cancel before that renewal.

Failed payments. If a payment fails, Paddle will retry it. If it remains unpaid after the retry schedule completes, we may suspend the subscription. Suspension for non-payment does not entitle you to a refund of amounts already paid.

7. Taxes

Prices are stated in US dollars and are exclusive of Taxes unless the checkout explicitly shows a tax-inclusive total for your jurisdiction. "Taxes" means sales, use, VAT, GST, or similar transaction taxes and withholdings. Paddle, as merchant of record, determines, collects, and remits applicable Taxes at checkout. You are responsible for all Taxes other than taxes based on Kalmantic's net income.

8. No-refund policy

Seat subscriptions are non-refundable. Amounts paid for a billing period are not refunded when you cancel mid-period, reduce your seat count, stop using the Service, or have your account terminated for breach. The full policy, including the exceptions required by consumer law, is in the Refund Policy.

Chargebacks. If you believe you have been billed in error, email legal@kalmantic.com first — we respond within 10 business days. Chargebacks filed without first attempting to resolve the dispute with us may result in account suspension and may be challenged through Paddle, our merchant of record.

9. Service availability

We aim to keep the hosted parts of the Service available, but we do not commit to an uptime service level unless we have signed a separate written agreement with you that says so. We may perform maintenance, change features, and deprecate functionality.

Because openFactory runs locally, a hosted outage does not necessarily stop you working; however, features that depend on our hosted APIs, or on a third-party vendor's API, will be unavailable while that dependency is down.

10. Term and termination

10.1 By you. Cancel at any time, effective at the end of the current billing period, from your account settings or by emailing legal@kalmantic.com.

10.2 By us for breach. We may suspend or terminate your access immediately for a material breach of these Terms or the Acceptable Use Policy. No refund is due on termination for breach.

10.3 By us for convenience. We may discontinue the Service, or your access to it, on 30 days' notice. If we do, we will refund the unused portion of any period you have already paid for, calculated on a daily basis from the date access ends.

10.4 Refund on a Kalmantic-initiated suspension. If we suspend your account for a reason other than your breach, §10.3 and the Refund Policy apply. A refund is initiated within seven (7) business days of the suspension. Settlement through Paddle may take an additional 3–10 business days depending on your payment method and bank, and posts to the payment method used for the original purchase.

10.5 After termination. Your licence to use openFactory ends and the application will stop functioning for paid features. Your local repositories and files are yours and stay on your machine — we cannot delete them and we do not hold a copy. Account data is handled as described in the Privacy Policy.

11. Intellectual property

openFactory, the OpenFactoryAI framework, the website, and all associated trademarks, logos, and documentation are owned by Kalmantic and protected by intellectual property law. Your right to use the software is a licence, not a sale — see the End User License Agreement. You may not use our name or marks without our prior written permission, except for accurate nominative references.

Feedback you send us is a gift: we may use it for any purpose without obligation to you, and it does not transfer any rights in Your Content.

12. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

We do not warrant generated software. openFactory coordinates agents and records evidence about their work. Evidence is not a guarantee of correctness, security, licensing cleanliness, or fitness for purpose. Output may be wrong, insecure, or infringing. You are solely responsible for reviewing, testing, and deciding whether to deploy anything produced with the Service.

We do not warrant that the Service will be uninterrupted, error-free, or that defects will be corrected.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KALMANTIC WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICE, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY.

KALMANTIC'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) USD $1,000 OR (B) THE AMOUNTS YOU PAID KALMANTIC FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

Nothing in these Terms excludes liability that cannot be excluded by law, including liability for fraud, for death or personal injury caused by negligence, or the non-excludable statutory rights of consumers.

14. Indemnification

You will defend, indemnify, and hold harmless Kalmantic and its officers, directors, employees, and agents from any third-party claim, damage, loss, liability, or expense (including reasonable legal fees) arising out of (a) Your Content, (b) software you build, ship, or deploy with the Service, (c) your breach of these Terms or the Acceptable Use Policy, or (d) your violation of applicable law or the rights of a third party.

15. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. The state and federal courts located in Delaware have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and you consent to their personal jurisdiction and venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

If you are a consumer based in the EU, the UK, or another jurisdiction with mandatory consumer protections, your statutory rights are unaffected, and you may be entitled to bring proceedings in your country of residence.

Informal resolution first. Before filing a claim, email legal@kalmantic.com with a description of the dispute. We will try in good faith to resolve it within 30 days.

16. Changes to these Terms

We may update these Terms. If a change is material, we will give notice by email or in the application at least 30 days before it takes effect for you, and the updated date at the top of this page will change. Continuing to use the Service after a change takes effect means you accept it. If you do not accept it, cancel before it takes effect.

17. Force majeure

Neither party is liable for a failure to perform caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labour disputes, government action, internet or utility failure, or the failure of a third-party model provider or infrastructure vendor. This does not excuse your obligation to pay amounts due.

18. Miscellaneous

Entire agreement. These Terms, together with the Acceptable Use Policy, EULA, Privacy Policy, Cookie Policy, Refund Policy, and any DPA we have signed with you, are the entire agreement between us on this subject and supersede any prior understanding.

Order of precedence. If a signed written agreement between you and Kalmantic conflicts with these Terms, the signed agreement controls for that conflict.

Severability. If a provision is held unenforceable, the rest stays in force and the unenforceable provision is limited to the minimum extent necessary.

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

Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets.

Notices. We send notices to the email address on your account; you send notices to legal@kalmantic.com. You are responsible for keeping your email address current.

No third-party beneficiaries. These Terms do not create rights for anyone other than you and Kalmantic.

19. Contact

Topic	Address
Legal, billing, contracts	legal@kalmantic.com
Privacy and data requests	privacy@kalmantic.com
Security and vulnerabilities	security@kalmantic.com
Acceptable use reports	abuse@kalmantic.com
Everything else	hello@openfactoryai.co

Kalmantic Inc., a Delaware corporation.

Kalmantic Inc. operates OpenFactoryAI and openFactory. These Terms were last updated on 2026-08-03.