Terms of Service — the agreement that lets you ship with us.

01Agreement to these terms

These Terms of Service (the "Terms") form a binding agreement between you and EgisAI ("EgisAI", "we", "us") and govern your access to and use of the EgisAI runtime governance platform, including the dashboard at app.egisai.co, our APIs, our open-source SDK published at pypi.org/project/egisai, our documentation at docs.egisai.co, and our marketing pages at egisai.co (together, the "Service").

Contracting entity. "EgisAI" means Egis Labs, Inc., a Delaware corporation, with notices sent to adriano@egisai.co and to the postal address stated in the Privacy Policy or on the applicable order form.

By creating an account, calling egisai.init() with a key issued by us, or otherwise accessing the Service, you accept these Terms on behalf of yourself and any organisation you represent ("Customer", "you"). If you do not have authority to bind the organisation, do not use the Service.

A separately signed master agreement, order form, or DPA between EgisAI and Customer prevails over these Terms to the extent of any conflict.

02Beta & evaluation status

The Service is currently offered as a Beta / Evaluation offering. This means:

• Features may be added, removed, broken, or changed at any time without notice.
• Behavior, defaults (including retention horizons, rate limits, and fail-open semantics), and pricing may change.
• Service-level commitments are not implied. The Service is provided on an "as is" and "as available" basis, with no uptime SLA, no guaranteed RTO/RPO, and no guaranteed support response.
• You are responsible for evaluating whether the Service is fit for your intended use, particularly for any workload that touches regulated data, life-safety systems, or critical infrastructure.

The Beta status does not waive any rights you may have under applicable consumer-protection law that cannot be excluded by contract.

03The service

EgisAI is a runtime control layer for AI agents and AI-powered applications. The Service helps Customers detect risky prompts and outputs, mask categories of personal data, restrict tool / connector use, and produce audit evidence of model and agent Behavior. EgisAI is not a substitute for your own application-level security, your own compliance programme, your own model selection, or your own legal review.

04Accounts & access

• You must provide accurate registration information and keep it current.
• You are responsible for maintaining the confidentiality of your credentials, including your dashboard password / SSO session and any SDK API keys (egis_live_…) issued to your workspace.
• You are responsible for activity performed under your credentials or your keys, and you must notify us promptly at security@egisai.co if you suspect any unauthorised access.
• You will not share a single user account between people. Each human user must have their own account. SDK keys, by contrast, are intended to be used by your applications.
• You will assign an administrator for your workspace who has authority to manage users, roles, and SDK keys.

05Plans, fees & trials

The Service is currently offered under the plan tiers published on our pricing page or in your order form. While the Service is in Beta:

• Free-tier usage may be subject to fair-use limits (agent count, monthly governed request volume, retention).
• Paid plans, if you have agreed to one, are billed in advance for the term stated on the order form. Fees are non-refundable except as required by law.
• If you exceed your plan's usage limits, we may rate-limit, throttle, or contact you to upgrade. We will not silently bill you for overage without prior notice.
• Taxes (VAT, GST, sales tax, etc.) are your responsibility unless we are required by law to collect them.
• We may change plans, prices, or the contents of plans on a going-forward basis. Changes affecting an active paid term will take effect at the next renewal.

06SDK licence & ownership

The egisai Python SDK is published under the Apache License 2.0. Your use, modification, and redistribution of the SDK source is governed by that licence, not these Terms.

The hosted Service (dashboard, control-plane APIs, semantic-guard judge, intent summariser, dashboards, and related backend code) is not open source. We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the hosted Service in accordance with these Terms.

You will not (a) reverse-engineer or attempt to derive the source code or models behind the hosted Service, (b) resell, sublicense, or "white-label" the hosted Service without our written consent, (c) use the Service to build a competing product, or (d) remove or obscure any proprietary notices.

All rights, title, and interest in and to the hosted Service (excluding the open-source SDK and excluding Customer Data) are and will remain ours.

07Customer data & processing

"Customer Data" means data submitted to the hosted Service by or on behalf of Customer, including the governance telemetry described in our Privacy Policy.

• Customer owns Customer Data. We do not claim ownership of it.
• We process Customer Data only to provide, secure, and improve the Service for you, and as further described in our Privacy Policy.
• We do not use Customer Data to train, fine-tune, or evaluate any AI model, ours or any third party's.
• The PII engine inside the SDK operates locally and redacts categories of regulated data before they leave your process. The audit trail records mask shape and counts only — never raw values.
• Retention horizons are plan-bound and described in our Privacy Policy. You may request deletion or export of Customer Data at any time per the same policy.

Where EgisAI processes personal data on behalf of Customer, the EgisAI Data Processing Addendum applies once executed by the parties or incorporated by reference into an applicable order form. The DPA includes, where applicable, Standard Contractual Clauses, UK and Swiss transfer addenda, technical and organisational measures, subprocessor terms, deletion and export assistance, and security-incident notification obligations. A signed DPA is available on request at sales@egisai.co.

08Acceptable use

Your use of the Service is also subject to the EgisAI Acceptable Use Policy (the "AUP"), which is incorporated by reference into these Terms. Until the AUP is published as a standalone page, the requirements below are the AUP.

You will not, and will not allow your end users to, use the Service to:

• Violate any applicable law, regulation, or third-party right.
• Circumvent, disable, or otherwise interfere with security-related features of the Service, including authentication, rate-limiting, or audit recording.
• Reverse-engineer the hosted Service or use it to extract, copy, or train against EgisAI's prompts, judge logic, or model weights.
• Submit content you do not have the right to submit, or content that is unlawful, infringing, defamatory, harassing, or that EgisAI reasonably believes to be malicious.
• Generate or attempt to generate, via any AI system governed through EgisAI, content depicting child sexual abuse material; promoting credible violence against people or property; designed to harass or threaten an identifiable person; or designed to facilitate the development of chemical, biological, radiological, or nuclear weapons.
• Use the Service to operate, without independent human oversight, any system whose failure could reasonably be expected to result in death, serious physical injury, or severe environmental damage (e.g. medical-diagnostic gating, aviation, nuclear, automated weapons).
• Attempt to overload, flood, or degrade the Service for other users; or use the Service to attack any third party.
• Misrepresent the Service's certifications, capabilities, or coverage (e.g. claiming SOC 2 or HIPAA certification we have not issued you).

We may suspend or terminate access for violations of this section, and we may report violations of law to the appropriate authorities.

09Customer responsibilities

EgisAI helps you govern AI. It is not a substitute for your own controls. Specifically, you are responsible for:

• Policy configuration — choosing which policies apply, in which phase (pre_model, post_model, both), with which thresholds and actions. EgisAI ships sensible defaults and an in-product policy assistant, but the final rule-set is yours.
• Agent supervision — deciding what your agents are allowed to do, what tools they can call, and what permissions they hold in your downstream systems. EgisAI can block a tool call, but it cannot grant a permission your application did not already grant.
• Permission management — managing API keys, SSO providers, RBAC roles, and end-user identifiers inside the dashboard.
• End-user notices and lawful basis — Customer is responsible for providing all required notices and obtaining all lawful bases, consents, approvals, and authorisations required for Customer to process and submit end-user prompts, responses, telemetry, identifiers, policy verdicts, and audit logs through its AI stack and the Service.
• Sensitive-data classification — telling us, in writing, before you send any data that is regulated as PHI under HIPAA, as a "special category" under GDPR Art. 9, as classified material, or as a regulated financial record. By default, the Service should not receive that data without a separate agreement.
• Independent compliance assessment — your own SOC 2, ISO 27001, HIPAA, GDPR, FedRAMP, or sector-specific assessment of whether the Service meets your needs.

10Availability & fail-open Behavior

The hosted Service is designed so that availability of your application takes precedence when no governance signal is available. In practice:

• If the SDK cannot reach our control plane at startup or during a refresh, it continues to run with the last-known policy set it cached locally (or with no policies enforced if there was no prior cache). Local PII detection and other deterministic rules remain in force where the engine can evaluate them.
• If our remote semantic-guard judge (Phase 2) is temporarily unreachable, the default Behavior is to treat the rule as a no-op for that call ("fail open") so your end-user request still completes. Operators who consider Phase 2 a primary defence can opt in to fail-closed Behavior by initialising the SDK with semantic_on_outage="block".
• Fail-open does not apply to PII detection. If the local PII engine errors mid-evaluation, the call is treated as if sensitive content was detected.
• Per-framework enforcement capabilities (whether a tool dispatch can be physically prevented vs. merely audited) are documented in our SDK's README and SECURITY.md. You are responsible for understanding the matrix for your framework before relying on the Service as a hard control.

We may change defaults as the product matures; material changes that affect production fail-open Behavior will be flagged in the changelog and (for paid customers) communicated to workspace owners ahead of time.

11Human approval for risky actions

Where the Service recommends remediations — such as suggesting a new policy, tightening an existing rule, classifying an agent, or escalating an incident — the default is that those recommendations require explicit human approval from a Customer administrator before they take effect. We will not silently change your enforced policy set on your behalf.

If Customer explicitly enables an automation that allows the Service to apply recommendations without per-event approval, Customer accepts responsibility for the outcomes of those automated actions on its workspace.

12Third-party services

The Service interoperates with third-party services (LLM providers such as OpenAI, Anthropic, Google, AWS Bedrock; SSO providers; the email-delivery and hosting subprocessors listed in our Privacy Policy). Your use of those third-party services is governed by their respective terms. EgisAI is not responsible for outages, defects, or policy changes by those third parties, except as specifically agreed in a signed order form.

13Feedback

If you submit suggestions, bug reports, or other feedback to us, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use that feedback to improve the Service. We will not identify you as the source without your permission.

14Confidentiality

Each party may receive non-public information from the other ("Confidential Information"). The receiving party will use Confidential Information only to perform under these Terms, will protect it with at least the same degree of care it uses for its own confidential information (and in no case less than reasonable care), and will not disclose it except to employees, contractors, and advisers bound by similar obligations.

Customer Data is treated as Customer's Confidential Information. The hosted Service's non-public code, judge prompts, and pricing are EgisAI's Confidential Information.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known without restriction, is independently developed, or is required to be disclosed by law (with notice where lawful).

15Warranties & disclaimers

Each party warrants that it has the right to enter into and perform these Terms. Customer warrants that it has the right to submit Customer Data to the Service.

16Limitation of liability

17Indemnification

By Customer. Customer will defend, indemnify, and hold harmless EgisAI from and against any third-party claim arising out of (i) Customer Data, (ii) Customer's use of the Service in breach of these Terms or the Acceptable Use Policy, or (iii) Customer's violation of applicable law.

By EgisAI. EgisAI will defend Customer against any third-party claim alleging that Customer's authorised use of the unmodified hosted Service infringes a third party's intellectual property rights, and will pay damages and costs finally awarded against Customer by a court of competent jurisdiction (or agreed in settlement) for such a claim. EgisAI's obligations under this paragraph do not apply to claims arising from (a) Customer Data, (b) modifications to the Service not made by EgisAI, (c) combination of the Service with products or data not provided by EgisAI where the claim would not have arisen but for the combination, or (d) Customer's use after we have notified Customer to stop.

Indemnification is conditioned on the indemnified party promptly notifying the indemnifying party in writing, giving the indemnifying party sole control of the defence and settlement (provided no settlement imposes a non-monetary obligation on the indemnified party without consent), and providing reasonable cooperation.

IP claim remedies. If the Service becomes, or in EgisAI's reasonable opinion is likely to become, the subject of an infringement claim, EgisAI may, at its option and expense: (i) procure for Customer the right to continue using the Service, (ii) modify or replace the Service so that it is non-infringing and substantially equivalent, or (iii) terminate the affected access on written notice and refund any prepaid, unused fees covering the period after termination. The remedies in this paragraph, together with the defence and payment obligations above, are EgisAI's sole liability and Customer's sole remedy for any third-party intellectual-property claim related to the Service.

18Term, suspension & termination

• These Terms begin on the date you first accept them and continue until terminated.
• Customer may terminate at any time by deleting its workspace or by notice to support@egisai.co. For paid plans, cancellation takes effect at the end of the then-current term unless an order form says otherwise.
• EgisAI may suspend access for breach of these Terms (including non-payment after notice), for security risk, or as required by law. Where reasonably possible, we will provide notice and a chance to cure.
• Either party may terminate these Terms for the other party's material breach not cured within 30 days of written notice.
• On termination, Customer's access ends and we will delete or anonymise Customer Data within a reasonable period in line with our Privacy Policy. Provisions that by their nature should survive termination (including Sections 6, 7, 13, 14, 15, 16, 17, 21, 22) will survive.

19Changes to the service & terms

We may modify the Service and these Terms from time to time. Material changes will be posted on this page with an updated "Effective" date and, where they would affect an active paid term, communicated to workspace owners by email. Your continued use of the Service after the effective date of a change constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Service.

Prior versions of this document are available on request at support@egisai.co. We will publish an on-site archive at /legal/archive once more than one version has been issued.

20Export, sanctions & government use

You will comply with all applicable export, re-export, and sanctions laws. You represent that you are not located in, or a national or resident of, a country subject to comprehensive U.S. trade embargoes, and that you are not on any restricted-parties list. If you are a U.S. government entity, the Service is provided as "commercial computer software" with only those rights provided herein.

21Governing law & disputes

These Terms are governed by the laws of the State of Delaware, U.S.A., without regard to its conflict-of-laws principles. The exclusive jurisdiction and venue for any dispute will be the state or federal courts located in Delaware, and each party consents to personal jurisdiction there. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Nothing in this Section prevents either party from seeking equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

22General

• Entire agreement. These Terms, together with the Privacy Policy and any signed order form / DPA, are the entire agreement between the parties on the subject matter and supersede prior agreements on the same subject.
• Assignment. You may not assign these Terms without our prior written consent, except to a successor in a merger, acquisition, or sale of substantially all assets, provided the successor is not our competitor. We may assign without consent to an affiliate or successor.
• No waiver. Our failure to enforce a provision is not a waiver of our right to enforce it later.
• Severability. If any provision is held unenforceable, the remaining provisions remain in full force.
• Independent parties. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.
• Force majeure. Neither party is liable for failure to perform due to causes beyond its reasonable control (acts of God, war, terrorism, civil unrest, governmental action, labour disputes, internet/utility outages, third-party platform failures).
• Notices. Legal notices to EgisAI must be sent to adriano@egisai.co. Notices to Customer may be sent to the email address on the workspace owner's account or posted in-product.

23Contact

If you have questions about these Terms, want to negotiate a master agreement / DPA, or need to send a legal notice:

• DPA / contracts / procurement: sales@egisai.co
• Formal legal notices (per § Notices): adriano@egisai.co
• Security: security@egisai.co
• Privacy: support@egisai.co
• Anything else: support@egisai.co