Terms of Service

1. Accepting these Terms

1.1. You accept these Terms by clicking to accept them, by signing an order form or other document that references them, or by accessing or using the Service. If you do not agree, do not use the Service.

1.2. If you accept these Terms on behalf of an organization, you confirm that you have authority to bind that organization, and "you" means that organization. If you do not have that authority, do not accept these Terms or use the Service.

1.3. If you and Artisafe have signed a separate written agreement that covers the Service, that agreement governs instead of these Terms to the extent it says so.

2. Definitions

Capitalized terms have these meanings. Other terms are defined where they first appear.

• "Account" means the tenant account through which you and your Users access the Service.
• "Agent" means an AI agent, assistant, model client or other automated software that you connect to the Service.
• "Audit Log" means the records the Service creates of activity in your Account, including Agent tool calls, the policy decisions applied to them, and administrative changes.
• "Beta Offering" and "Beta Terms" have the meanings given in the Artisafe Beta Terms at https://artisafe.com/legal/beta-terms.
• "Connected Service" means a third-party application, API or service (for example a productivity, code-hosting or messaging service) that you connect to the Service so your Agents can call it.
• "Customer Data" means data that you, your Users or your Agents submit to the Service, or that the Service receives from a Connected Service on your behalf, including your policies and configuration and the content of the Audit Log. Customer Data does not include Usage Data.
• "Documentation" means the product documentation Artisafe makes available for the Service, as updated from time to time.
• "Order" means an order form, online sign-up flow, or other ordering document for the Service that you accept or that Artisafe and you sign.
• "Privacy Notice" means the Artisafe Product Privacy Notice at https://artisafe.com/legal/privacy.
• "Service" means the Artisafe hosted service, including Protofilter, its administrative console, command-line tools, APIs and related Documentation, and any Beta Offering.
• "Usage Data" means technical, performance and usage information about the operation of the Service (for example request timings, error rates, feature usage and security events), which Artisafe collects to run the Service. Usage Data that identifies you or your Users is handled as described in the Privacy Notice.
• "User" means an individual whom you allow to use the Service under your Account, such as an employee or contractor.

3. The Service

3.1. Access. Subject to these Terms and any applicable Order, Artisafe grants you a non-exclusive, non-transferable, non-sublicensable right during the term to access and use the Service for your internal business purposes, in accordance with the Documentation.

3.2. What the Service does. Protofilter sits between your Agents and the Connected Services they use. It checks each Agent request against the policies you set, brokers the credentials needed to reach Connected Services, and records the result in the Audit Log. You decide which Agents and Connected Services to connect and which policies to apply.

3.3. Beta Offerings. Features or services that Artisafe labels as beta, preview, early access, trial or Test Drive are Beta Offerings. The Beta Terms supplement these Terms for your use of any Beta Offering. If the Beta Terms conflict with these Terms, the Beta Terms control for Beta Offerings only.

3.4. Affiliates. Your affiliates may use the Service under your Account, and you are responsible for their compliance with these Terms.

4. Accounts and Users

4.1. Registration. You must give accurate and complete information when creating an Account and keep it up to date.

4.2. Users and administrators. You control who is a User and what administrative roles they hold. You are responsible for your Users' use of the Service and for their compliance with these Terms.

4.3. Credentials. You are responsible for keeping Account credentials, API tokens, and Agent credentials confidential and for all activity under them. Tell us promptly at [SECURITY CONTACT EMAIL] if you believe your Account has been accessed without authorization.

4.4. Eligibility. Users must be at least 18 years old. The Service is for business and professional use, not for personal, family or household use. You may not use the Service if you are barred from receiving it under the laws of the United States or any other applicable jurisdiction, including sanctions and export control laws.

4.5. Domain-based organizations. If you enable sign-in by email domain or single sign-on, individuals with verified addresses at your domain may be able to join your Account as you configure. You are responsible for that configuration.

5. Customer Data

5.1. Ownership. As between you and Artisafe, you own your Customer Data. Artisafe claims no ownership of it.

5.2. Licence to operate the Service. You grant Artisafe a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Data only as needed to provide, secure and support the Service, to prevent or address technical or security problems, to comply with law, and as otherwise permitted by these Terms or your written instructions. Artisafe processes personal data within Customer Data as your processor, as described in the Privacy Notice and any data processing addendum between us (Section 12.2).

5.3. Usage Data. Artisafe may collect and use Usage Data to operate, secure, support, analyze and improve the Service and Artisafe's other products and services. Artisafe will not disclose Usage Data to third parties in a form that identifies you or your Users, except as described in the Privacy Notice or with your permission.

5.4. No training on Customer Data. Artisafe will not use Customer Data to train artificial intelligence or machine-learning models that are made available to anyone other than you.

5.5. Your responsibilities. You are responsible for Customer Data, including that you have all rights, notices and consents needed for Artisafe to process it under these Terms, and that submitting it to the Service does not violate law or any third party's rights. You will not submit data that is subject to special legal regimes (for example protected health information, payment card data, or data about children) unless we have agreed in writing to additional terms for that data.

5.6. The Audit Log is a retained record. The Audit Log is designed as a durable system of record. Audit Log entries are written to retained, access-controlled storage and are kept for the retention period described in the Documentation and the Privacy Notice, even if you change or delete the configuration they describe.

5.7. Export and deletion. During the term you may export Customer Data using the features of the Service. After termination, Artisafe will make Customer Data available for export for [30] days on request, and will then delete it within [90] days, except (a) Audit Log records kept for their stated retention period, (b) copies in backups, which expire on their normal cycle, and (c) data we must keep by law. These Terms continue to apply to any retained data.

6. Acceptable use

You will not, and will not allow any User or Agent to:

(a) use the Service in violation of law or to infringe, misappropriate or violate anyone's rights;

(b) use the Service to send spam or malware, or for fraudulent, harmful or abusive purposes;

(c) probe, scan, penetration-test or load-test the Service, or attempt to bypass its security, policy, rate or usage controls, except as Artisafe expressly permits in writing;

(d) interfere with or disrupt the Service or other customers' use of it;

(e) access another customer's Account or data, or attempt to do so;

(f) reverse engineer, decompile or attempt to derive the source code or underlying structure of the Service, except to the extent the law expressly allows despite this restriction;

(g) resell, sublicense, rent or provide the Service to third parties, except as the Service is designed to allow;

(h) use the Service to build or benchmark a competing product or service, or copy its features or user interface; or

(i) use the Service to control or make decisions about any system where its failure could reasonably be expected to lead to death, personal injury or severe physical or environmental damage.

Artisafe may investigate suspected violations. If you believe you have found a security vulnerability, report it to [SECURITY CONTACT EMAIL].

7. Agents and Connected Services

7.1. Your choice to connect. You choose which Agents and Connected Services to connect to the Service. Your use of them is governed by your agreements with their providers, and Artisafe is not responsible for them, for their availability, or for what they do with data they receive.

7.2. Authorization to act. When you connect a Connected Service, you authorize Artisafe to store the credentials you provide or authorize and to use them to send requests that your Agents make, as your policies permit.

7.3. What Artisafe does and does not control. The Service applies the policies you configure to Agent requests that pass through it. Artisafe does not control an Agent's own behaviour, the prompts or instructions it receives, or requests that do not pass through the Service. You are responsible for the policies you set and for reviewing the Audit Log.

8. Fees

8.1. Beta and free use. During the beta period, Artisafe offers the Service, including Beta Offerings, free of charge. Artisafe will give you at least [30] days' notice before any fee applies to your use, and fees will apply only if you accept an Order or pricing terms.

8.2. Paid plans. [Fees, invoicing, payment terms, late payment, taxes and renewal pricing for paid plans will be set out before final publication, and may be set in an Order.]

9. Confidentiality

9.1. Definition. "Confidential Information" means non-public information that one party (the "discloser") gives the other (the "recipient") that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is your Confidential Information. Non-public information about the Service, including unreleased features, security information, and pricing, is Artisafe's Confidential Information.

9.2. Exclusions. Confidential Information does not include information that (a) is or becomes public through no fault of the recipient, (b) the recipient already knew without a duty of confidentiality, (c) the recipient receives from a third party without a duty of confidentiality, or (d) the recipient independently develops.

9.3. Obligations. The recipient will use the discloser's Confidential Information only to exercise its rights and perform its obligations under these Terms, protect it with at least reasonable care, and disclose it only to its and its affiliates' employees, contractors, advisors and subprocessors who need to know it and are bound by confidentiality obligations at least as protective as these.

9.4. Required disclosure. The recipient may disclose Confidential Information when required by law, after giving the discloser prompt notice where legally allowed and reasonable help, at the discloser's expense, to seek a protective order.

10. Intellectual property

10.1. Artisafe's rights. Artisafe and its licensors own all rights in the Service, the Documentation, any sample data, and all related software, models, designs and materials, including improvements. These Terms do not transfer any of those rights to you. Artisafe reserves all rights not expressly granted.

10.2. Your rights. You retain all rights in Customer Data (Section 5.1) and in your own trademarks, software and materials.

10.3. Your policies. Policies you author in the Service are Customer Data. Templates, examples and starter policies that Artisafe provides remain Artisafe's; you may use and adapt them within the Service.

11. Feedback

If you or your Users give comments, suggestions, ideas or other feedback about the Service or any Artisafe product ("Feedback"), Artisafe may use it for any purpose without restriction, obligation or payment to you. You are not required to give Feedback. Artisafe will not publicly identify you as the source of Feedback without your permission.

12. Privacy, data protection and subprocessors

12.1. Privacy Notice. The Privacy Notice explains how Artisafe handles personal data in connection with the Service, including when Artisafe acts as your processor and when it acts as a controller.

12.2. Data processing addendum. [Whether a data processing addendum applies, and how it is incorporated, will be set out before final publication. The Beta Terms state that no DPA applies to Beta Offerings unless it expressly says so.]

12.3. Subprocessors. Artisafe uses third-party subprocessors to provide the Service. The current list, and how Artisafe gives notice of changes, is in the Privacy Notice (Section 7) [or at SUBPROCESSOR LIST URL]. Artisafe is responsible for its subprocessors' performance of Artisafe's obligations under these Terms.

13. Security

Artisafe will maintain reasonable administrative, technical and physical safeguards designed to protect Customer Data, as described in the Documentation [or SECURITY PAGE URL]. Artisafe will notify you without undue delay after becoming aware of a breach of security that leads to unauthorized access to Customer Data, as required by law and any data processing addendum between us.

14. Warranties and disclaimer

14.1. Mutual. Each party confirms that it has the authority to enter into these Terms.

14.2. Artisafe. [Any performance warranty for paid plans will be set out before final publication.] No warranty in this Section applies to Beta Offerings or to free use, which are governed by the Beta Terms.

14.3. Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARTISAFE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THE SERVICE IS ONE CONTROL AMONG MANY: ARTISAFE DOES NOT WARRANT THAT THE SERVICE WILL DETECT OR PREVENT EVERY UNWANTED, UNSAFE OR UNAUTHORIZED ACTION BY AN AGENT, OR THAT ANY POLICY YOU CONFIGURE WILL ACHIEVE YOUR INTENDED RESULT.

14.4. Some jurisdictions do not allow certain warranties to be disclaimed, so some of these disclaimers may not apply to you.

15. Limitation of liability

15.1. Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL OR BUSINESS OPPORTUNITY, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

15.2. Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY YOU TO ARTISAFE FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY AND (B) [US$100 — AMOUNT TO BE CONFIRMED].

15.3. Exceptions. [The obligations that sit outside the cap, or under a higher "super cap," will be set out before final publication.]

15.4. Beta Offerings. For Beta Offerings, the limitation of liability in the Beta Terms applies instead of this Section 15.

15.5. These limitations apply regardless of the theory of liability and even if a remedy fails of its essential purpose.

16. Indemnities

16.1. By Artisafe. [For paid plans: Artisafe will defend you against third-party claims that the Service, as provided by Artisafe, infringes that party's intellectual property rights, and pay resulting damages and costs finally awarded or agreed in settlement, with the usual exclusions (combinations, modifications, Customer Data, Beta Offerings and free use) and remedies (modify, replace, or terminate and refund).]

16.2. By you. [You will defend Artisafe against third-party claims arising from Customer Data or from your or your Users' breach of Section 6, and pay resulting damages and costs finally awarded or agreed in settlement.]

16.3. Procedure. [The indemnified party must give prompt notice, reasonable cooperation, and sole control of the defence and settlement, provided no settlement imposes an obligation on the indemnified party without its consent.]

17. Term and termination

17.1. Term. These Terms start when you first accept them and continue until your Account is closed or these Terms are terminated. The term of any paid subscription is set by its Order.

17.2. Termination for convenience. While you are using the Service free of charge, either party may terminate these Terms at any time by notice, and you may do so by closing your Account. [For paid subscriptions: termination for convenience per the Order.]

17.3. Termination for breach. Either party may terminate these Terms by notice if the other party materially breaches them and does not cure the breach within 30 days after notice.

17.4. Effect. On termination, your right to use the Service ends, any fees due become payable, and Section 5.7 applies to Customer Data. Sections 2, 5.1, 5.3, 5.6, 5.7, 7.1, 9, 10, 11, 14.3, 15, 16, 17.4, 20, 21 and 22, and any other terms that by their nature should continue, survive.

18. Suspension

18.1. Artisafe may suspend all or part of your or any User's or Agent's access to the Service if Artisafe reasonably believes that (a) your use breaches Section 6 or threatens the security, integrity or availability of the Service or other customers, (b) suspension is required by law, or (c) for paid plans, you have not paid fees that are more than [30] days overdue.

18.2. Artisafe will limit a suspension to the extent and duration reasonably needed, give notice before or promptly after suspending where practicable, and restore access once the cause is resolved. Beta Offerings may be suspended as described in the Beta Terms.

19. Changes

19.1. Changes to the Service. Artisafe may update the Service from time to time. For paid subscriptions, Artisafe will not materially reduce the core functionality of the Service during a paid term.

19.2. Changes to these Terms. Artisafe may update these Terms. We will post the updated version at https://artisafe.com/legal/terms and change the "Last updated" date. For material changes, we will give at least [30] days' notice by email or in the Service before they take effect, except where a change is required by law or addresses a security risk. If you keep using the Service after a change takes effect, you accept the updated Terms. If you do not agree, stop using the Service and close your Account.

20. Governing law and disputes

These Terms are governed by the laws of [GOVERNING LAW JURISDICTION], without regard to its conflict-of-laws rules. The courts located in [VENUE] have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party consents to that jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

21. Notices

21.1. To you. Artisafe may give notices through the Service or by email to the address associated with your Account's administrators. Notices are received when sent.

21.2. To Artisafe. Send legal notices to [LEGAL NOTICES EMAIL], with a copy to Artisafe, [REGISTERED ADDRESS]. Notices are received when delivered.

22. General

22.1. Assignment. Neither party may assign these Terms without the other's prior written consent, except that either party may assign them without consent to an affiliate or in connection with a merger, acquisition, reorganization or sale of all or substantially all of its relevant assets.

22.2. Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, other than payment obligations.

22.3. Export and sanctions. Each party will comply with applicable export control and sanctions laws.

22.4. Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.

22.5. No third-party beneficiaries. These Terms do not confer rights on anyone other than the parties.

22.6. Publicity. Artisafe may identify you as a customer by name and logo unless you tell us not to at [CONTACT EMAIL].

22.7. Order of precedence. If documents conflict, this order applies, from highest to lowest: (a) a signed Order or signed agreement, to the extent it expressly overrides these Terms; (b) the Beta Terms, for Beta Offerings only; (c) any data processing addendum, for the processing of personal data; (d) these Terms; (e) the Documentation.

22.8. Entire agreement. These Terms, together with the Beta Terms (where applicable), any Order, any data processing addendum, and the documents they reference, are the entire agreement about the Service and supersede any prior or contemporaneous agreements about it. Terms in a purchase order or other business form you provide do not apply.

22.9. Severability and waiver. If any provision is found unenforceable, it will be enforced to the maximum extent permissible and the rest will remain in effect. A failure to enforce a provision is not a waiver.

22.10. Language. These Terms are written in English, which controls over any translation.

23. Contact

Questions about these Terms: [CONTACT EMAIL]

Artisafe, [REGISTERED ADDRESS]