Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") are a legal agreement between you (individually or on behalf of an entity, "you" or "Customer") and Aegmis, Inc. ("Aegmis," "we," "us," or "our"), a company located in the San Francisco Bay Area, California.

By creating an account, accessing, or using our platform, APIs, SDKs, or related services (collectively, the "Services"), you agree to be bound by these Terms. If you are using the Services on behalf of a company or organization, you represent that you have authority to bind that entity to these Terms. If you do not agree to these Terms, do not use the Services.

2. Description of Services

Aegmis provides a human-in-the-loop (HITL) approval infrastructure platform that allows developers and organizations to integrate approval workflows into AI agents and automated systems. The Services include APIs, SDKs, a web dashboard, and integrations with third-party communication platforms such as Slack.

3. Account Registration

3.1 Eligibility

You must be at least 18 years old and capable of forming a legally binding contract to use the Services.

3.2 Account Security

You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. Notify us immediately at [email protected] if you suspect unauthorized access.

3.3 Accurate Information

You agree to provide accurate, complete, and current information during registration and to keep it updated.

4. Acceptable Use

You agree not to:

• Use the Services in violation of any applicable law or regulation.
• Reverse engineer, decompile, or attempt to extract source code from the Services.
• Use the Services to build a competing product or service.
• Transmit viruses, malware, or other harmful code through the Services.
• Circumvent rate limits, access controls, or security measures.
• Use the Services to process data of individuals under 16 years of age without verifiable parental consent.
• Impersonate any person or entity or misrepresent your affiliation.
• Use the Services in connection with high-risk activities where failure could cause death, bodily injury, or severe property damage (e.g., medical devices, nuclear facilities, autonomous vehicles) without a separate written agreement with Aegmis.

We reserve the right to suspend or terminate your access if we determine, in our sole discretion, that you have violated these restrictions.

5. API and SDK License

Subject to your compliance with these Terms, Aegmis grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services, APIs, and SDKs solely for your internal business or development purposes.

6. Intellectual Property

6.1 Aegmis IP

All rights, title, and interest in and to the Services, including all software, documentation, trademarks, and content, are and remain the exclusive property of Aegmis and its licensors. These Terms do not grant you any rights to our trademarks or brand assets.

6.2 Your Content and Data

You retain all rights to data and content you submit to the Services ("Customer Data"). You grant Aegmis a limited license to process Customer Data solely to provide and improve the Services.

6.3 Feedback

If you submit suggestions, bug reports, or feature requests, Aegmis may use that feedback without obligation to you.

7. Fees and Payment

7.1 Pricing

Fees are described on our pricing page or in an order form. All fees are in US dollars and are non-refundable unless otherwise stated.

7.2 Billing

For subscription plans, we bill in advance on a monthly or annual cycle. You authorize us to charge your payment method on file.

7.3 Late Payments

Overdue amounts accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower). We may suspend the Services for non-payment after 10 days' notice.

7.4 Taxes

You are responsible for all applicable taxes. We will charge sales tax where required by law.

8. Free Tier and Trials

We may offer a free tier or trial period at our discretion. At the end of a trial, you must subscribe or your access will be downgraded or terminated. We reserve the right to modify or discontinue free tiers at any time with 30 days' notice.

9. Confidentiality

Each party agrees to keep the other's non-public business information confidential and not to disclose it to third parties, except as required by law or with prior written consent. This obligation survives termination of these Terms for three (3) years.

10. Data Privacy and Security

Our collection and use of personal information is governed by our Privacy Policy, incorporated herein by reference. You are responsible for ensuring that your use of the Services complies with applicable privacy laws, including obtaining any required consents from end users whose data you process through the Services.

11. Warranties and Disclaimers

11.1 Our Warranty

Aegmis warrants that the Services will perform materially in accordance with our documentation during your subscription term. As your sole remedy for a breach of this warranty, we will use commercially reasonable efforts to correct the non-conformance or, if we cannot, provide a pro-rated refund for the affected period.

11.2 Disclaimer

Except as expressly stated in Section 11.1, the Services are provided "as is" and "as available." Aegmis disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or free of harmful components.

12. Limitation of Liability

To the maximum extent permitted by applicable law, Aegmis will not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or goodwill. Our total cumulative liability to you for all claims will not exceed the greater of (a) the amount you paid to Aegmis in the 12 months preceding the claim or (b) $100 USD. These limitations apply regardless of the form of action. Some jurisdictions do not allow certain limitations, so the above may not fully apply to you.

13. Indemnification

You agree to indemnify, defend, and hold harmless Aegmis and its officers, directors, employees, and agents from and against any claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services in violation of these Terms; (b) your Customer Data; or (c) your violation of any third-party rights or applicable law.

14. Term and Termination

14.1 Term

These Terms are effective from the date you first access the Services and continue until terminated.

14.2 Termination by You

You may cancel your account at any time through the dashboard or by emailing [email protected]. Cancellation takes effect at the end of the current billing period.

14.3 Termination by Aegmis

We may suspend or terminate your access immediately if you materially breach these Terms, become insolvent, or if required by law.

14.4 Effect of Termination

Upon termination, your license to use the Services ends. We will make your Customer Data available for export for 30 days after termination, after which we may delete it. Sections 6, 9, 11.2, 12, 13, and 16 survive termination.

15. Modifications

We may update these Terms or modify the Services at any time. For material changes to the Terms, we will provide at least 30 days' notice via email or in-app notification. Your continued use after the effective date constitutes acceptance of the updated Terms.

16. Governing Law and Dispute Resolution

16.1 Governing Law

These Terms are governed by the laws of the State of California, without regard to conflict-of-law principles.

16.2 Informal Resolution

Before filing a formal claim, the parties agree to attempt to resolve any dispute informally by contacting [email protected]. We will work in good faith to resolve the issue within 30 days.

16.3 Arbitration

If informal resolution fails, any dispute will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in San Francisco, California. You waive any right to a jury trial or class action proceeding.

16.4 Exception

Either party may seek injunctive or other equitable relief in a court of competent jurisdiction in San Francisco County, California for matters involving intellectual property or confidentiality.

17. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any applicable order forms, constitute the entire agreement between you and Aegmis regarding the Services.
• Severability: If any provision is found unenforceable, the remaining provisions continue in full force.
• No Waiver: Failure to enforce any provision is not a waiver of our rights.
• Assignment: You may not assign these Terms without our prior written consent. Aegmis may assign these Terms in connection with a merger or acquisition.
• Force Majeure: Neither party is liable for delays or failures caused by events beyond their reasonable control.
• Notices: Legal notices to Aegmis must be sent to [email protected].

18. Contact