Proto Terms

These Proto Terms supplement the ERP•AI Terms of Service (the “Terms”). Together with the documents the Terms incorporate, including the Acceptable Use Policy and the Data Processing Addendum, they form the agreement between you and ERP•AI US Inc., 2 Embarcadero Center, San Francisco, CA 94111, USA (“ERP•AI”, “we”, “us”) for Proto. Capitalized words not defined here have the meanings given in the Terms. The Privacy Policy explains how we handle personal data in Proto.

Key points

This summary is not part of the Proto Terms. If it differs from them, the sections below control.

• Proto is alpha software, provided as is, and can make mistakes, lose data or stop working.
• By default, Proto acts without asking. In Uninterrupted mode, the default for new installs, Proto can run commands, change files, submit forms, make payments and send messages without an approval prompt. Turn it off in Settings > Permissions to get approval prompts.
• You are responsible for what the Agent does under your account and settings.
• Some data leaves your device. In Proto Managed (the default) and with OpenRouter or Fireworks keys, model requests pass through ERP•AI’s servers, which record them. Web search always runs through ERP•AI. When certain errors occur, Proto automatically sends ERP•AI the session transcript.
• Proto copies your Codex CLI sign-in into its own files when it starts, in every connection mode, unless Proto has its own ChatGPT sign-in. Codex mode is not approved by OpenAI, which may limit or end your access or your ChatGPT account.
• Proto is free to download, but using it costs money: Proto Credits, your own provider’s charges or your ChatGPT plan. Web search uses Proto Credits in every connection mode.
• Disputes go to individual arbitration, and class actions are waived, as the Terms describe, with a 30-day opt-out.

About these Proto Terms

What they cover

These Proto Terms apply to (a) the Proto desktop app for macOS, Windows and Linux, the Proto command-line tool, any browser extension we offer for Proto, the built-in skills, and all updates to them (the “Proto Software”); and (b) the ERP•AI services the Proto Software uses, including Proto Managed. “Proto” means both together, and is one of the Services under the Terms.

How you accept them

You accept these Proto Terms and the Terms when you select the sign-in button in Proto (such as “Send code”) next to a notice saying that doing so means you accept them, when you otherwise click a button or check a box next to such a notice, or when you sign an Order Form that refers to them. If you do not accept them, do not install or use Proto.

If you have already accepted the Terms, these Proto Terms also apply when you use Proto with that account, as the “Changes to these Terms” section of the Terms describes. Each person who uses Proto, including your Authorized Users, must accept these Proto Terms. If you accept for an organization, you confirm that you have authority to bind it. Proto is for business and professional use only, by people who meet the age requirement in the Terms.

Precedence and changes

If these Proto Terms conflict with the Terms, these Proto Terms control for Proto, except that the dispute resolution section of the Terms always controls. An Order Form, the Data Processing Addendum and the Standard Contractual Clauses take precedence as the “Order of precedence” section of the Terms describes.

We may change these Proto Terms as the “Changes to these Terms” section of the Terms describes, with at least 30 days’ notice, by email or in Proto, of a material adverse change. A change never applies to a dispute that arose, or that either of us knew about, before it took effect. If you do not agree to such a change, you may stop using Proto, without closing your ERP•AI account, before it takes effect or within 30 days after we notify you of it if that is later, and we will refund the unused Purchased Credits in your Proto balance on request.

License to use the Proto Software

License grant

Subject to these Proto Terms and the Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Proto Software in executable form on devices you own or control, for your business purposes. Your Authorized Users may use it under this license once each of them has accepted these Proto Terms. We may suspend or end this license only as these Proto Terms and the Terms allow. The Proto Software is licensed, not sold, and these Proto Terms apply in place of any license notice distributed with it, such as the LICENSE file in our public release repository.

Restrictions

Except as “Open-source components” describes or as applicable law permits despite these restrictions, you must not:

• copy the Proto Software (except to install it and keep a backup), or modify, decompile, disassemble or reverse engineer it;
• extract, share or use any Proto access token, install identifier or other credential issued to the Proto Software outside the Proto Software, or use it to reach ERP•AI-funded model capacity by other means;
• bypass Credit metering, usage limits, required updates, signature checks, safety blocks or other security controls;
• sell, rent, sublicense, redistribute or host the Proto Software for others;
• copy its code, built-in skills or system prompts to build a competing product;
• remove proprietary or license notices; or
• use Proto in breach of the Acceptable Use Policy or of export control or sanctions laws.

These restrictions do not limit how you use your own Customer Content or Outputs.

Ownership

ERP•AI and its licensors own the Proto Software, including the built-in skills. You own your Customer Content, including prompts, files, transcripts, memory, Outputs and the skills and routines you create, as the Terms describe. Suggestions about Proto are Feedback under the Terms, but a transcript sent with a thumbs-down rating or a problem report is Customer Content.

Alpha software

Proto is proprietary alpha software. It is provided “as is” and “as available”, without warranties of any kind, as the “Disclaimer of warranties” section of the Terms describes. Features, model connections and file formats may change or end without a migration path. Proto may produce wrong results, take unintended actions, corrupt or lose Local Data, or stop working. There is no service level commitment for Proto unless an Order Form says so. Keep backups, and test Proto on work you can check before using it on important data or accounts.

Updates

Shortly after launch and every 30 minutes while open, Proto fetches a release policy and update information from our public GitHub repository (github.com/erphq/proto-releases), sending your app version, build type and platform; GitHub receives your IP address. Proto installs app updates only when you click to install them, accepts update downloads only over HTTPS, checks each package against ERP•AI’s signing key, and is designed not to install a package that fails this check. We may set a minimum supported version; below it, you cannot continue until you update. By default, Proto downloads and applies updates to its built-in skills automatically, without asking.

Updates may change or remove features. These Proto Terms apply to updates unless we provide different terms and you accept them.

Open-source components

The Proto Software includes open-source and other third-party components, each under its own license, such as MIT, Apache-2.0 or the Mozilla Public License 2.0 (MPL-2.0). Those licenses govern those components, nothing in these Proto Terms or the Terms limits the rights they give you, and the restrictions above do not apply to the extent such a license permits what they forbid.

Proto includes the package @ubjs/node 0.31.0-3, licensed under the MPL-2.0, with one modified file. To get the notices and license texts for Proto’s components, or the source code of that package including our change, email care@erp.ai. We provide source code at no more than the cost of distribution.

Your account and sign-in

Proto requires an ERP•AI account and signs you in with a code sent to your email address or another sign-in method it offers. If no ERP•AI account exists for the email address you enter, signing in can create one, under the Terms and our sign-up rules.

When you sign in, Proto registers your installation with ERP•AI’s servers using a random install identifier. You are responsible for activity under your account, installs and keys, including the ERP•AI API keys Proto creates for you, as the Terms describe, except to the extent it resulted from a defect in the Services or from ERP•AI’s breach of the Terms or its security obligations. Tell legal@erp.ai promptly if you think your account, an install or a key has been compromised, and report security vulnerabilities in Proto to legal@erp.ai.

Agents and Agent Actions

What Proto can do

Proto is an Agent. Depending on your settings and permissions, it can read and change files, run shell commands, use its built-in browser (including sites you are signed in to), submit forms, make payments, send messages, use MCP servers and plugins where available, deploy to build.host, and create, change and delete apps, records and workflows in ERP•AI.

Uninterrupted mode is the default

New installs run in Uninterrupted mode. In this mode Proto chooses recommended options and runs actions without asking you first, including file changes, shell commands, web requests and searches, form submissions, payments and purchases in its browser, outbound messages, connector and MCP actions, ERP•AI record changes and bulk updates, build.host deploys and deletions, and desktop control if you turn it on. Your organization’s ERP•AI deployment can also set this mode for you.

Some limits still apply: certain destructive shell commands are blocked. Proto cannot wipe an ERP•AI app’s content in this mode; with Uninterrupted mode off, a person must type the app’s name first. ERP•AI deletion and sensitive ERP•AI actions, such as changes to roles, user access and invitations, stay off until you turn them on in Proto’s settings. Operating-system permissions and your permissions in each system still apply. These protections cover specific operations and do not catch every harmful action.

Requiring approval

Turn Uninterrupted mode off in Settings > Permissions and Proto asks before file changes, shell commands, web searches and page fetches, consequential browser and desktop actions, outbound messages, connector actions and ERP•AI record changes. It still does not ask before every action: it reads files and deploys to build.host without a prompt (you start a deploy by asking for it or clicking Deploy; deleting a deployment asks first), “Always allow” lets similar actions run unasked for the rest of the session, Plan mode is not a read-only sandbox and can run actions without prompts, and scheduled routines may run unattended without prompts.

Approving an action authorizes an attempt, not a result. If a send, payment or write has an uncertain result, check the destination system before repeating it.

Your responsibility for Agent Actions

You (or your organization’s administrators) choose Proto’s permission mode, including whether to keep the default Uninterrupted mode, the tools and accounts it can use, and the tasks you give it. Agent Actions taken under your account, settings or credentials are your actions, including actions taken without asking because Uninterrupted mode or another setting allowed them. You are responsible for them and their results, including payments, purchases, messages, submissions, deletions and record changes. You must review Outputs and results before relying on them.

To the extent permitted by law, and subject to the exceptions in the “Limitation of liability” section of the Terms, ERP•AI is not liable for loss caused by an Agent Action that was within the permissions, settings and instructions in effect for your account, including defaults you kept after we showed them to you and actions taken without a prompt because Uninterrupted mode was on. This does not apply to loss to the extent it resulted from a defect in the Services, from the Services not applying a block, limit or approval setting as described, from a setting ERP•AI changed without your agreement, from ERP•AI’s breach of these Proto Terms, the Terms or its security obligations, or from ERP•AI’s fraud, gross negligence or willful misconduct.

Do not rely on Proto, in any mode, as the only safeguard for high-consequence actions such as payments, filings or messages to customers, or for the restricted uses in the Terms without the human review they require.

Untrusted content and device permissions

Documents, emails, web pages and tool results can contain wrong information or hidden instructions aimed at turning the Agent against you, and Proto may follow them. Give Proto only the access a task needs, and inspect skills, plugins and MCP servers before adding them, because they can run code on your device. Proto may ask for operating-system permissions such as screen recording, accessibility, microphone or camera; grant only what you need.

Websites and Third-Party Services

When Proto uses a website or Third-Party Service for you, it acts on your behalf, usually from your device with your sessions and credentials, though some page fetches may run from ERP•AI’s servers. You must:

• have the right to access each website, account and system Proto uses;
• follow the terms, policies and technical limits of those websites and services, including rules on automated access, bots and agents, and not use Proto to bypass access controls, rate limits or CAPTCHAs; and
• have every consent the law requires before Proto contacts people or records or transcribes anyone.

Third-Party Services are provided by others under their own terms. ERP•AI is not a party to transactions Proto makes with them and is not responsible for their availability, content, security or charges, or for action they take against your account.

If you invite someone to Proto, invite only people who expect to hear from you, and confirm that you may share their email address with us. We send the invitation in our name.

Model connections

Choosing a connection

You choose how Proto reaches AI models in Settings > Models. Each connection sends task context to a model service, which can include your messages, voice input, file contents, web page text, screenshots and tool results. Every connection also uses the services under “ERP•AI services used in every mode”.

Proto Managed

With Proto Managed, we choose the model and Model Provider and may change them, set usage limits, suspend Proto Managed as the Terms allow (including for abuse or a security risk), or temporarily limit it when capacity is short. We do not guarantee any model’s availability.

Your own API keys

With your own key, that Model Provider’s terms, policies and charges apply, and it is not affiliated with ERP•AI. Requests with OpenRouter or Fireworks keys go through ERP•AI’s servers whenever Proto is connected to ERP•AI, which is normally always because sign-in is required. Our servers use your key only to call that provider and are not designed to store it, but they record the requests as “What our servers record” describes.

Codex mode

Codex mode lets Proto use your ChatGPT account through OpenAI’s Codex service. Codex mode is not provided or approved by OpenAI, which is not affiliated with ERP•AI. It identifies itself to OpenAI as OpenAI’s open-source Codex CLI and uses that tool’s sign-in client, not a client registered to ERP•AI. OpenAI’s terms may not allow this, and OpenAI may limit, suspend or end your access or your ChatGPT account if you use it, so use Codex mode only if you accept that risk. You must follow OpenAI’s usage policies and your ChatGPT plan’s limits. ERP•AI does not guarantee that Codex mode will work or stay available, and may change or disable it at any time.

In Codex mode, your ChatGPT tokens are sent only to OpenAI. Image generation in Codex mode goes from your device directly to OpenRouter using your own OpenRouter key, if you have saved one, under OpenRouter’s terms.

Codex CLI credentials. Each time Proto starts, in any connection mode, it looks for Codex CLI sign-in tokens in ~/.codex/auth.json (or the folder set by CODEX_HOME). If Proto has no ChatGPT sign-in of its own, it copies those tokens into ~/.proto/codex-oauth.json. Proto may also read other files in ~/.codex, such as config.toml, models_cache.json and the pets folder. Proto does not write to the Codex CLI’s files, but it may refresh a copied token, which could sign the Codex CLI out. Choosing another connection mode does not stop this import.

What our servers record

We record each chat model request that passes through ERP•AI’s servers, including Proto Managed requests, requests with OpenRouter or Fireworks keys, and decision and planning requests. We may keep similar records of other requests that pass through our servers, such as image, transcription and build requests. Each record includes your account, organization and session identifiers, the model, token counts and cost, the request content (in full up to 16 KiB, summarized above that) and the response (up to 64 KiB).

We use these records to run, bill, secure and support Proto, including to attribute requests to the right account. We keep request and response content only as long as we need it for those purposes, and the identifiers, token counts and cost as long as we need them for billing, accounting, tax and legal claims.

No training on your content

ERP•AI does not use your Customer Content, including your Proto sessions, prompts, files, transcripts and error reports, to train or fine-tune AI models.

We send requests for Proto Managed and our other Proto services to Model Providers under our account settings and their terms. Today, Proto Managed requests are routed under our OpenRouter account settings without a request-level setting that excludes providers which store or train on data, and OpenRouter may send a request to another host for the same model. We therefore do not promise that every provider reached this way is barred from storing or training on request data. With your own key or in Codex mode, your agreement with that provider governs.

ERP•AI services used in every mode

In any connection mode, Proto may use these services, which run on ERP•AI’s servers:

In Uninterrupted mode Proto searches without asking. To keep a query from ERP•AI and its search provider, turn Uninterrupted mode off and decline the search when Proto asks, or do not use Proto for that task. The Subprocessor list names the providers we use.

Local data and device security

Proto stores most of its data on your device (“Local Data”):

Anyone who can use your device account can read most Local Data, and the ERP•AI API keys in it give access to your organizations, so treat them like passwords. You are responsible for securing your device, including your operating-system account, disk encryption, malware protection and backups. ERP•AI cannot see Local Data except what Proto sends us, does not back it up and cannot recover it.

Diagnostics and reports

Proto sends these reports to ERP•AI:

There is currently no setting to turn automatic error reports off. If you do not want a session’s contents sent to ERP•AI, do not use Proto for that content. Crash dumps stay on your device.

We use the contents of these reports only to find and fix problems, support you and keep Proto secure, as the Customer Content license in the Terms allows, and authorized ERP•AI staff may read them for those purposes. We keep each report only as long as we need it for them, which depends on how long the problem takes to resolve and whether it points to a recurring fault or security issue. We do not use reports to train or fine-tune AI models. We may use aggregated, de-identified metrics about them, such as error rates, which contain no report content and identify no customer or person, to improve Proto. When we process personal data in Customer Content for you, including in reports, request records and model requests, the Data Processing Addendum applies and controls.

Proto Credits and fees

There is no charge to download or install the Proto Software, but using it costs money: Proto Managed usage and the paid services under “ERP•AI services used in every mode”, ERP•AI platform usage that Proto causes in your ERP•AI apps (charged as the Terms describe), Codex mode (through your ChatGPT plan), and the charges of Model Providers and other Third-Party Services you connect, which they bill to you directly.

Your Proto balance

Proto Credits are Credits in your personal Proto balance, and one Credit equals US$1 of usage. Unless your organization funds the usage, they pay for Proto Managed, web search, image requests, the schema and page build services and any other service Proto shows as charged in Proto Credits. They are charged at the rates and any service fee shown in Proto when the usage happens, or on www.erp.ai/pricing where it lists them. Rate changes follow the “Rate changes” rules in the Terms: rates for third-party models can change at any time, and any other increase, including to a service fee, needs at least 30 days’ notice. If a rate shown in Proto differs from a rate on the pricing page for the same usage, the lower rate applies.

Proto Credits belong to the ERP•AI user account of the person who bought or received them, not to an organization, even when used for one. They cannot be moved to an organization, another user or an ERP•AI platform balance unless Proto or the pricing page says otherwise.

Promotional Credits and Credit packs

• Promotional Credits and trials. We may offer Promotional Credits, such as a welcome grant or referral credits, or a time-limited trial of Proto Managed. The amount, limits, eligibility and expiry of each are as shown when offered or granted. A trial is not Credits, has no cash value, cannot be transferred and ends at the time shown.
• Credit packs. Where Proto offers Credit packs, you can buy them in the amounts shown in Proto. Checkout opens in your browser, and Credits are added once our payment provider confirms payment. Each pack is a one-time purchase, with no subscription and no automatic top-up.

The Credits rules in the Terms apply to Proto Credits, including on cash value, order of use, expiry, usage that settles after your balance reaches zero, refunds and taxes. Your Proto balance is a single balance: Promotional and Purchased Credits are both added to it, and usage draws from it. Where a refund of unused Purchased Credits applies, we treat usage as drawing on Promotional Credits first, so your unused Purchased Credits are the lesser of your current Proto balance and the Purchased Credits you added that have not already been refunded. When your balance runs out, Proto Managed and the paid services may stop until you add Credits.

Creator program

Taking part in the Proto Creator Partners program, and any payment, content rights or other terms of the program, require a separate written creator agreement signed by you and ERP•AI, which governs the program. The page at protoagent.ai/creators is only a summary, is not an offer and gives no right to take part or to be paid. If it differs from a signed creator agreement, the agreement controls.

Ending your use of Proto

You may stop using Proto at any time. Uninstalling Proto does not close your ERP•AI account and may not delete Local Data. To remove Local Data, delete the ~/.proto folder, Proto’s app data folder and the .proto folders in your workspaces. To close your ERP•AI account, contact care@erp.ai.

We may suspend or end your use of Proto or any model connection as the Terms allow. Because Proto is alpha software, we may change or remove individual features, or model connections other than Proto Managed, with notice where practicable. We will give at least 30 days’ notice before we discontinue Proto or Proto Managed entirely, and will then refund the unused Purchased Credits in your Proto balance. If we end your use of Proto, those Credits are handled as the “Purchased Credits” section of the Terms describes.

When your license ends, uninstall the Proto Software. Payment obligations, and provisions that by their nature should survive (including the restrictions, ownership, Agent Actions, no-training, diagnostics and dispute provisions), survive.

Disclaimers, liability and disputes

The “Disclaimer of warranties”, “Limitation of liability” and “Indemnification” sections of the Terms apply to Proto.

The “Dispute resolution by mandatory binding arbitration and class action waiver” section of the Terms (www.erp.ai/terms#dispute-resolution-by-mandatory-binding-arbitration-and-class-action-waiver) applies to any dispute arising out of or relating to Proto or these Proto Terms, exactly as it applies to other disputes, including its individual binding arbitration, class and representative action waiver, exceptions, mass arbitration and consumer rules, and opt-out right. These Proto Terms do not create a separate agreement to arbitrate or change that section.

A dispute under program terms with their own dispute resolution provision, such as a creator agreement, follows that provision. An opt-out under the Terms also covers Proto, and the 30-day opt-out period runs as the Terms describe.

If mandatory law, including consumer or product liability law, gives you rights that cannot be limited by contract, nothing in these Proto Terms limits them.

Notice to California users of Proto

This notice is given under California Civil Code 1789.3. Proto is provided by ERP•AI US Inc., 2 Embarcadero Center, San Francisco, CA 94111, USA. Charges for Proto are shown in Proto and on www.erp.ai/pricing. To resolve a complaint about Proto or to get more information about using it, contact care@erp.ai or write to us at that address. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

Contact

• Legal notices, including notices of dispute and arbitration opt-outs: legal@erp.ai, with a copy by mail to ERP•AI US Inc., Attn: Legal, 2 Embarcadero Center, San Francisco, CA 94111, USA.
• Security vulnerabilities, compromised accounts or keys, and privacy requests: legal@erp.ai.
• Support, account closure, open-source notices and source code requests: care@erp.ai.