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Promigence Terms of Service

Version 2026-10-04 · Effective October 4, 2026

Please read these Terms carefully. They contain a binding arbitration agreement, a class-action waiver and a jury-trial waiver (Section 23). These affect how disputes are resolved. You may opt out of arbitration within 30 days (Section 23.11). These Terms also disclaim warranties (Section 18), limit our liability (Section 19) and require you to indemnify us (Section 20). The Service is for business and professional use by adults only.

The short version. This summary is for convenience only. The full Terms below govern.

  • Promigence is a cloud service where you and your AI agents run code in sandboxes, using our CLI, SDKs, API and console. Some or all of it is in beta. It is provided as is, it may change or stop, and there is no commitment on uptime, capacity or performance.
  • Your code and content stay yours. You are responsible for them, for everything your AI agents do, and for every third-party service, model, key and credential you connect.
  • Usage is billed per second and charged to your payment method automatically. Paid plans renew until you cancel. Credits have no cash value and they expire. Payments are not refundable, except where the law requires a refund.
  • Follow the Acceptable Use Policy and the Responsible AI & Agent Safety Policy. We may stop sandboxes, and suspend or close accounts, that put the Service, other customers or us at risk.
  • No technology is completely secure. Keep your own backups, protect your credentials, and keep regulated data out of the Service. Regulated data includes health, payment card, children's and special-category data.
  • Our total liability is limited to US$100 or, if greater, what you paid us in the 12 months before the event that gave rise to the claim.
  • Disputes go to individual arbitration, not to court or class actions, unless you opt out within 30 days.

1. About these Terms#

1.1 Who we are. These Terms of Service ("Terms") are a contract between you and Promigence AI, Inc., a Delaware corporation, of 490 Post St Ste 500, PMB 2258, San Francisco, CA 94102, USA ("Promigence", "we", "us" or "our"). They govern your access to and use of the Service.

1.2 Documents that form the Agreement. The following documents are incorporated into these Terms by reference. Together with these Terms they form the "Agreement":

  • (a) the Acceptable Use Policy at www.promigence.ai/legal/acceptable-use (the "AUP");
  • (b) the Responsible AI & Agent Safety Policy at www.promigence.ai/legal/responsible-ai (the "Responsible AI Policy");
  • (c) the Free Credit and Giveaway Terms at www.promigence.ai/terms/credits/ (the "Free Credit Terms"), which apply to any free credit you claim, receive or use;
  • (d) any order form, quote or similar ordering document that refers to these Terms and that you and we have both signed or accepted, including online (an "Order Form"); and
  • (e) any additional terms we present for a particular feature, plan, program or promotion that you accept ("Additional Terms").

1.3 If documents conflict. If documents in the Agreement conflict, they apply in this order:

  1. an Order Form, but only for a provision that it expressly says overrides these Terms;
  2. the Free Credit Terms, but only as to free credit (this includes their section on law and disputes; see Section 23.1);
  3. Additional Terms, but only for what they cover;
  4. these Terms;
  5. the AUP and the Responsible AI Policy;
  6. the Documentation.

A requirement in the AUP or the Responsible AI Policy that adds to these Terms, or is stricter than them, is not a conflict. It applies alongside these Terms.

1.4 Privacy. Our Privacy Policy at www.promigence.ai/legal/privacy explains how we collect and use personal information about account holders, visitors and others who deal with us. Section 12 covers personal information inside Customer Content.

2. Definitions#

In the Agreement:

  • "Account" means the Organization you use the Service through, including the one created when you sign up, together with its Projects, members, Credentials, resources and settings.
  • "Agent" or "AI agent" means software that acts with some degree of autonomy. This includes software that uses an artificial-intelligence or machine-learning model to decide what code to write or run, what commands to execute or what requests to make. It does not matter whether you built the software or got it from someone else.
  • "Authorized User" means an individual you allow to use the Service through your Account, such as a member of your Organization.
  • "Beta Feature" means any part of the Service, or all of it, that we identify as alpha, beta, preview, early access, private beta, experimental or pre-release, or that we offer free of charge before general availability.

  • "Credentials" means:

    • anything that gives access to your Account, the Service or resources in it, including passwords and sign-in methods, API keys, tokens, SSH access, invitation codes, and preview or share links; and
    • any key, token, password or other secret for a Third-Party Service that you store in, pass to or use with the Service.
  • "Customer Content" means all material that you, your Authorized Users, your Agents or your End Users submit to, create in, run in or obtain through the Service. This includes code, software, data, files, repositories, container images, environment definitions, setup and test commands, prompts, inputs, Output, secrets, and the contents of your sandboxes and snapshots. It does not include Usage Data.
  • "Documentation" means the guides, references and other documentation we publish at www.promigence.ai/docs and in our CLI and SDKs, as updated from time to time.
  • "End User" means any person or organization, other than you and your Authorized Users, that uses or benefits from the Service through your products, services or Agents.
  • "Fees" means all amounts payable for the Service, as described in Section 10.
  • "Organization" and "Project" mean the organization and project structures in the Service that hold members, billing, Credentials and resources.
  • "Output" means any code, content, data, file, decision, action or other result produced by an Agent, a model or any program running in or through the Service.
  • "Promigence Parties" means Promigence, its affiliates, and their officers, directors, employees, contractors, agents, licensors and service providers.
  • "Regulated Data" has the meaning given in Section 12.2.
  • "Sandbox" means an isolated cloud environment in the Service in which code runs. A "snapshot" is a saved environment from which sandboxes can be started. A "run" is a request to start one or more sandboxes, together with its records.
  • "Security Incident" means a confirmed breach of the security of the Service that leads to the accidental or unlawful destruction, loss or alteration of Customer Content stored by us, or to unauthorized disclosure of or access to that Customer Content.
  • "Service" means the Promigence service and any related service we provide, including Beta Features. It includes our websites at www.promigence.ai and its subdomains, the console, the command-line tool ("CLI"), software development kits ("SDKs"), application programming interfaces ("APIs"), integrations, prebuilt environments, the Documentation and support.
  • "Third-Party Service" means any product, service, software, model, website, repository, registry, network resource or data that we do not provide. This includes anything you connect to the Service and anything your code or Agents reach from it.
  • "Usage Data" means data about the use and operation of the Service. Examples are resource usage, performance, reliability and error data, logs, records of runs, sandboxes and commands, reports, and billing and account records.

"Including" means "including without limitation".

3. Eligibility and acceptance#

3.1 Who may use the Service. You may use the Service only if all of the following are true:

  • (a) you are at least 18 years old and have reached the age of majority where you live;
  • (b) you use the Service for business or professional purposes, and not as a consumer for personal, family or household purposes (business and professional purposes include commercial, engineering, research and academic work);
  • (c) you can form a binding contract with us, and you are not barred from using the Service under the laws of the United States or any other applicable jurisdiction, including the export-control and sanctions laws in Section 22;
  • (d) we have not previously suspended or terminated your access, unless we have agreed in writing that you may return; and
  • (e) while sign-up is by invitation only, you hold a valid invitation.

3.2 Using the Service for an organization. If you accept these Terms or use the Service for a company, institution or other organization, "you" means that organization. You represent and warrant that you have authority to bind it to the Agreement. If you do not have that authority, or the organization does not accept these Terms, you accept them personally and are responsible for complying with them.

3.3 How you accept. You accept these Terms when you do any of the following:

  • click or tap to agree, check a box, or take a similar step that shows acceptance;
  • create an Account;
  • sign in through the CLI, console or API;
  • claim free credit;
  • add a payment method;
  • subscribe to a plan; or
  • otherwise access or use the Service.

If you do not agree, do not use the Service. We may ask you to accept these Terms, or a later version, before you continue. We may record your acceptance, including the version, the time, and technical details of the device and network used.

3.4 Agents and automated systems acting for you. You may let an Agent, script or other automated system act for you, for example to sign up, accept terms, claim credit, create Credentials, start sandboxes, change settings or buy a plan. If you do, you are bound by and responsible for what it does as if you had done it yourself, including all Fees it incurs.

3.5 Electronic contract. The Agreement may be formed, accepted and changed electronically. Your electronic acceptance has the same effect as a handwritten signature.

4. Accounts and credentials#

4.1 Account information and verification. You must give us accurate, complete and current information, and keep it up to date. Each login is for one individual, so do not share logins. We may verify your identity, organization, location and payment method at any time, including where the law requires it. We may refuse, limit or close an Account that we cannot verify to our satisfaction.

4.2 Organizations, projects and members. The owners of an Organization control its members, roles, billing and settings. Everyone who joins your Organization or uses your Projects acts for you, must be at least 18, and must comply with the Agreement. You are responsible for them. You are also responsible for removing access that should end, including when someone leaves your organization.

4.3 Credentials. You alone are responsible for:

  • keeping your Credentials secure and confidential;
  • limiting each Credential to the access it needs;
  • revoking and rotating Credentials that may have been exposed; and
  • keeping secrets out of code, command lines, labels, logs, outputs and snapshots.

Some Credentials, such as preview links and SSH access, work for anyone who holds them. You are responsible for anything you make reachable through them, including from the public internet. Tell us promptly at support@promigence.ai if you suspect unauthorized access to your Account or Credentials.

4.4 All activity in your Account. You are responsible for all activity in your Account and through your Credentials, and for all Fees incurred. This applies whoever carried out the activity (you, your Authorized Users, your Agents, your End Users or anyone else) and whether or not you authorized it. The only exception is activity caused by our breach of the Agreement, to the extent of that cause.

5. Beta, invitations and no service levels#

5.1 Beta. The Service, or parts of it, is offered as a Beta Feature for early use and evaluation. Beta Features may be incomplete, contain errors, or be unavailable. They may also change significantly, be limited or be discontinued at any time, with or without notice, and may never become generally available. You use them at your own risk.

5.2 No service levels. Unless an Order Form signed by us says otherwise:

  • we make no commitment about availability, uptime, capacity, start times, speed, latency, throughput or any other aspect of performance; and
  • no service-level agreement or service credit applies.

Any target, figure or goal we mention is not a commitment. We may carry out maintenance at any time, with or without notice.

5.3 Invitations and waitlist. While sign-up is by invitation, you may create an Account only with a valid invitation. Invitations are personal. They may be limited in number, may expire and may be revoked. You must not sell, trade or publish them. Joining a waitlist does not create an Account and does not guarantee access, order or timing.

5.4 Beta data. When we change or end a Beta Feature, we may need to migrate, convert, reset or delete Customer Content stored in it, such as snapshots or paused sandboxes. We will try to give reasonable notice where practicable, but we are not responsible for any resulting loss. Section 13.1 requires you to keep your own copies.

6. Using the Service#

6.1 Your right to use the Service. Subject to the Agreement and payment of all Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Service during the term of the Agreement. You may use it for your business purposes, including to build, test, evaluate and operate your own products and Agents. Your use must follow the Documentation and the limits that apply to your Account.

6.2 Changes to the Service. We may add, change, limit or remove any feature, API, interface, sandbox size, integration, prebuilt environment or plan at any time, and we may discontinue the Service.

For published APIs, we will follow the deprecation practices described in the Documentation where practicable. However, we may make changes without notice where they are needed for security, legal compliance, abuse prevention or the stability of the Service.

If we discontinue the entire Service, we will try to give customers on a paid plan at least 30 days' notice. We will refund plan fees they prepaid for any period after the discontinuation. That refund is the only remedy for the discontinuation.

6.3 Limits and capacity. The Service is subject to limits, as described in the Documentation, your plan or your Account. Examples are limits on:

  • concurrent sandboxes, session length and sandbox size;
  • request rates and data transfer;
  • the number and size of snapshots and paused sandboxes, and storage;
  • builds and spending.

Limits state the most you may use. They are not capacity we guarantee will be available.

We may set, enforce and change limits at any time, including for individual Accounts. We may queue, delay, throttle, refuse or stop requests and sandboxes that exceed a limit or the capacity available, or that could affect the stability of the Service. When a data-transfer limit is reached, we may cut off network access for running sandboxes.

No plan includes unlimited usage. No capacity is reserved for you unless an Order Form signed by us commits to it. Where a plan describes capacity as held or prioritized for you, we provide it on a reasonable-efforts basis.

6.4 Sandboxes are temporary. A sandbox ends in any of these cases:

  • you or your Agent end it;
  • a timeout, spend cap or other limit is reached;
  • your Account is suspended or terminated;
  • a failure occurs;
  • it is an interruptible sandbox and it is interrupted; or
  • we need to stop it to protect the Service or others, to comply with law, or to carry out maintenance.

When a sandbox ends, its files, running programs, memory contents and any other data not saved elsewhere may be lost.

6.5 Paused sandboxes and snapshots. We keep paused sandboxes and snapshots only within your plan's limits and for the periods stated in the Documentation. For example, we may delete a sandbox that has stayed paused for longer than the period the Documentation states. We will try to warn you before we do. Updates to the underlying platform may require a paused sandbox, or another saved state, to be restored with its files but without its running programs or memory contents.

6.6 Interruptible options. If you choose an option offered at a lower rate because it may be interrupted, your sandboxes may be stopped at any time without notice. Section 10.6 explains how interrupted sandboxes are billed.

6.7 Verification, reproducibility and reports. Some features verify environments, identify snapshots by their content, retry or grade work, attribute failures, or produce validity, failure or cost reports. These features are tools to help you. They rely on automated assessments that may be incomplete or wrong.

We do not guarantee that any report, grade, score, attribution or estimate is accurate. We also do not guarantee that an environment can be reproduced or will behave the same over time. For example, an environment may change after a snapshot is deleted or expires, after updates to the underlying platform, or where it depends on Third-Party Services or network resources.

You are responsible for decisions you make based on these features, including evaluation results, research conclusions and model training.

6.8 Support. We provide support, if any, as described for your plan, by email at support@promigence.ai or through other channels we offer. Support is on a reasonable-efforts basis, with no commitment on response or resolution times, unless an Order Form signed by us says otherwise.

6.9 Open-source CLI, SDKs and packages. We release our CLI, SDKs, integration packages and some other software under open-source licences, such as the Apache License 2.0. That software is licensed to you under its open-source licence, which governs your use of it. These Terms govern your access to and use of the Service, including through that software. Nothing in these Terms limits your rights under an open-source licence. Older versions of our software may stop working with the Service, and you may need to update them.

6.10 Free services. We may offer parts of the Service free of charge. Examples are free credit, free evaluation runs on environments you provide, giveaways and Beta Features. We may limit, change or withdraw free services at any time, and you have no claim to their continuation.

7. Your content, your code and your agents#

7.1 You own your content. As between you and us, you or your licensors own all rights in Customer Content. We do not claim ownership of Customer Content or Output.

7.2 You are responsible for your content and workloads. You alone are responsible for Customer Content and for:

  • (a) its legality, accuracy, quality, integrity and security;
  • (b) having all rights, licences, consents and permissions that you and we need to use it under the Agreement, including licences for the open-source and third-party software, container images, models, datasets and repositories you use;
  • (c) all code, programs and workloads that you, your Agents or your End Users run, including untrusted code and AI-generated code;
  • (d) configuring the Service for your needs, including network access, allow-lists, secrets, timeouts, spend caps and who can access your Account; and
  • (e) complying with all laws that apply to you, your Customer Content, your products and your Agents, including laws on privacy and data protection, intellectual property, consumer protection, export control, computer misuse and artificial intelligence.

7.3 You are responsible for your AI agents. You alone are responsible for every Agent that runs in, connects to or uses the Service under your Account. You are responsible for all of its actions, omissions and Output as if they were your own, whether or not you intended or foresaw them. This includes actions it takes:

  • because of instructions it received from content, websites, tools or other sources, for example through prompt injection;
  • inside a sandbox;
  • through our APIs, CLI or other interfaces, for example starting sandboxes and incurring Fees; and
  • on Third-Party Services, using access or Credentials you made available to it.

We do not control, supervise, review or approve what your Agents do. We have no duty to monitor or stop them. You should use safeguards suited to the risk, such as least-privilege Credentials, spend caps, network restrictions, and human review of consequential actions.

7.4 AI models and Output. Unless we expressly say otherwise, we do not provide the AI models your Agents use. Those models are Third-Party Services or your own. Output may be inaccurate, incomplete, insecure, offensive, harmful or infringing, and it may not be unique to you. You are responsible for evaluating Output before you rely on, use, deploy or distribute it, and for the consequences of doing so.

7.5 End Users. If you let End Users use the Service through your products, services or Agents:

  • (a) you are responsible for their use of the Service as if it were your own, and you must make sure they comply with the AUP and the Responsible AI Policy;
  • (b) you must have your own terms with them, and those terms must not claim to bind us or give them any rights against us;
  • (c) you are responsible for any notices you must give them and any consents you must get from them, including for their personal information;
  • (d) you are responsible for supporting them; and
  • (e) we have no obligations or liability to them, and they are not third-party beneficiaries of the Agreement.

7.6 The licence you give us. You grant us, and the service providers acting for us, a worldwide, non-exclusive, royalty-free licence to host, store, copy, cache, transmit, process, run, build, convert, display and otherwise use Customer Content. This licence covers only what is needed to:

  • (a) provide, maintain, secure and support the Service for you, including as you or your Agents direct, and including making Customer Content available to anyone you or your Agents choose (for example, through a preview link);
  • (b) prevent, detect and investigate fraud, abuse, security incidents and breaches of the Agreement;
  • (c) comply with law and legal process; and
  • (d) enforce the Agreement, and protect the rights, property and safety of us, our customers and others.

This licence lasts while we hold Customer Content, including copies we keep under Section 13.

7.7 Our access to your content and Account. Our personnel, contractors and automated tools (which may include AI tools) may access Customer Content and your Account only for the purposes in Section 7.6. For example, they may do so to give support you ask for, to investigate suspected abuse or security problems, or to comply with law. We limit that access to those who need it for those purposes and who are bound by confidentiality obligations.

7.8 Usage Data. We own Usage Data. We collect and use it to:

  • provide, bill for, secure, support and improve the Service;
  • develop new features and services; and
  • pursue other lawful business purposes.

We may share Usage Data with our service providers and professional advisers, and as Section 12.5 allows. Otherwise, we publish or share Usage Data only in aggregated or de-identified form that does not identify you, your End Users or Customer Content.

Usage Data may include Customer Content, for example the text of a command you ran. We use that part only as Section 7.6 allows. We may keep it in our records as Section 13.3 describes.

8. Acceptable use#

8.1 Policies. You must comply with the AUP and the Responsible AI Policy. You must also make sure your Authorized Users, Agents and End Users comply with them.

8.2 Restrictions. You must not do any of the following. You must also not allow or help anyone, including any Agent, to do them. The only exceptions are where the Agreement or an applicable open-source licence expressly allows it.

  • (a) Use the Service in violation of any law or anyone's rights, or to cause harm.
  • (b) Probe, scan or test the isolation, security, authentication, network controls, metering, billing, monitoring or limits of the Service, or attempt to breach or bypass them, unless we have authorized it in writing under Section 8.3. Access anyone else's sandboxes, data or accounts.
  • (c) Interfere with or disrupt the Service, other customers or our service providers, or place an unreasonable load on the Service.
  • (d) Reverse engineer, decompile or disassemble the Service, or otherwise try to derive its source code, internal design or underlying platform. This does not apply to the extent the law expressly allows it despite this restriction.

  • (e) Do any of the following to evade limits, verification, suspensions, Fees or the Free Credit Terms:

    • create or use more than one Account;
    • use false identities or other people's details; or
    • share Credentials outside your Organization.
  • (f) Sell, resell, rent, lease, sublicense or otherwise provide the Service, or access to sandboxes, to others as a stand-alone or general-purpose compute, hosting or sandbox offering, without our written agreement. This does not stop you offering your own products, services or Agents that use the Service, as Section 7.5 allows.
  • (g) Use the Service, or information about it, to build or improve a product or service that competes with it, or to copy its features, interfaces, documentation or design.
  • (h) Access the Service other than through the interfaces we provide and document. Create Accounts or claim offers in bulk or by automated means to get more than one person's share.
  • (i) Remove, obscure or alter any proprietary notice in the Service.
  • (j) Use the Service where its failure could lead to death, personal injury, or serious physical, property or environmental damage. Examples are operating nuclear facilities, aircraft navigation or control, life-support systems, and weapons systems.
  • (k) Submit Regulated Data, except as Section 12.2 allows.

8.3 Security testing and vulnerability reports. You must not test the security of the Service except as our Vulnerability Disclosure Policy at www.promigence.ai/legal/vulnerability-disclosure allows, or with our prior written authorization. Any testing must stay within that policy, or within the scope and time we set. If you find a vulnerability:

  • report it to support@promigence.ai;
  • do not use it beyond what is needed to show that it exists, and do not access anyone else's data; and
  • do not disclose it publicly until we have had a reasonable opportunity to fix it.

8.4 Benchmarks. You may test the performance of your own use of the Service. If you publish or share benchmark results or comparisons involving the Service, you must state the date, configuration, workload and method in enough detail for others to reproduce them. If you offer a product or service that competes with the Service, you agree that we may test and benchmark it and publish the results, despite any restriction in your own terms.

8.5 Monitoring and enforcement. We may monitor use of the Service, but we are not required to. Monitoring may be automatic or done by people, and may cover resource usage and network activity. We monitor to operate the Service, enforce the Agreement, prevent abuse and comply with law.

Where we believe in good faith that it is reasonably necessary, we may:

  • restrict network access, including by blocking some kinds of outbound traffic by default;
  • limit rates or connections;
  • stop sandboxes;
  • remove Customer Content, or disable access to it;
  • suspend Accounts under Section 14; and
  • report activity and information to law enforcement or to affected parties.

We report apparent child sexual abuse material to the National Center for Missing & Exploited Children and to law enforcement, as the law requires.

Some of these actions are automatic and may be mistaken. Section 14.4 explains what to do if you think one is.

We have no obligation to review Customer Content or the actions of any Agent, and we are not responsible for them. You must cooperate with our reasonable requests for information when we investigate suspected abuse, security problems or breaches of the Agreement.

9. Third-party services and integrations#

9.1 Third-party services. The Service lets you connect to, run and use Third-Party Services. Examples are:

  • source-code hosting services, through our repository connection;
  • continuous-integration services, through our runner integrations;
  • container registries and images, and package repositories;
  • AI models and agent software; and
  • anything your code or Agents reach over the network.

Your agreement with the provider of each Third-Party Service governs your use of it. You are responsible for complying with those terms, including any terms about using their software or your account with a service like ours. You are also responsible for paying any fees they charge.

9.2 Connections you authorize. When you connect a Third-Party Service, you authorize us to access it and exchange data with it for you, as needed to provide the features you use. For example, we may read the repositories you select in order to build snapshots, or receive jobs from your continuous-integration service and run them in sandboxes. You may disconnect at any time. Disconnecting does not delete data already copied into the Service, such as snapshots built from a repository.

9.3 CI runners. When you use our runner integrations, jobs from your continuous-integration service run in sandboxes billed to you. You are responsible for:

  • which repositories, branches, pull requests and contributors can trigger those jobs, including jobs from forks and untrusted contributors;
  • protecting the tokens you use to register runners; and
  • the code those jobs run.

9.4 No responsibility for third parties. We do not control, endorse or support Third-Party Services. We are not responsible for their availability, security, accuracy, pricing, changes or conduct, or for data you share with them. Prebuilt environments, templates and examples we provide may include third-party software. That software is subject to its own licences and is provided as is. We may stop supporting, or change, any integration at any time.

10. Fees and payment#

10.1 Plans and prices. Plans, Fees, rates, limits, and any usage or credit a plan includes are as shown on our pricing page, at checkout or in your Account when you subscribe or incur the charge, or as stated in an Order Form. All Fees are in US dollars unless stated otherwise.

10.2 How usage is measured. Unless your plan or an Order Form says otherwise:

  • (a) sandbox usage is charged per second, rounded up to the next whole second, for the resources of each sandbox, from the time it is handed over for your use until it ends; compute is not charged while a sandbox is paused;
  • (b) builds, data transfer, storage and other units are charged as described on our pricing page;
  • (c) the rates in effect when a run starts apply to that run until it ends; and
  • (d) our metering and billing records determine what you owe, unless they contain a clear error.

10.3 Plan fees and automatic renewal. Paid plans renew automatically at the end of each billing period. Until you cancel, we charge the plan fee for each new period to your payment method in advance. You can cancel at any time in the billing settings of your Account or by emailing support@promigence.ai. Cancellation takes effect at the end of the current billing period. Usage is charged in arrears for each billing period. We may also charge you during a period once your unbilled Fees reach a threshold.

10.4 Automatic charges. You authorize us and our payment processor to charge your payment method automatically, without asking you again, for all Fees and taxes when they are due. This includes plan fees, usage, threshold charges, and amounts that fall due after cancellation or termination. You must keep a valid payment method on file and your billing details current.

If a charge fails, we may:

  • retry it;
  • charge any other payment method on file;
  • refuse new work; and
  • suspend your Account under Section 14.

Payments are processed by our third-party payment processor. We do not store full card numbers.

10.5 Spend caps, quotes and limits. The Service offers tools to help you control spending, such as quotes, spend caps on runs or Projects, alerts and spending limits. We design these tools to refuse or stop work when a limit is reached, but they are a convenience, not a guarantee. In particular:

  • metering and enforcement can lag;
  • quotes and caps on runs cover sandbox time only, unless they say otherwise, and do not cover data transfer, builds, storage, plan fees or taxes; and
  • a cap may not apply to work already running.

We may also set our own spending limits on your Account, for example for new accounts, and refuse new work when one is reached.

You are responsible for all Fees actually incurred, including any amount above a cap or limit. There is one exception. If you are charged more than a spend cap you set on a run solely because of an error on our side, tell us within 60 days of the charge and we will credit the excess. That credit is your only remedy.

When a cap or limit is reached, we may stop or refuse sandboxes. Work not saved elsewhere may be lost.

10.6 Failures on our side. In these cases we will not charge for the affected usage, or we will credit it, under the rules described in the Documentation:

  • a sandbox fails because of a fault that our systems show was on our side; or
  • an interruptible sandbox is interrupted.

A failure is charged as used if our systems cannot attribute it to us, or if it results from your code, Agents, configuration, Third-Party Services or network resources. A non-charge or credit under this Section is your only remedy for the failure.

10.7 Credits. "Credits" means free, promotional, referral, giveaway, plan-included and service credits. Credits:

  • (a) have no cash value, are not money, a deposit or stored value, and cannot be sold, transferred, exchanged or refunded;
  • (b) apply only to the charges they are stated to cover (for example, free credit does not pay plan fees or taxes);
  • (c) are used before your payment method, starting with the Credits that expire soonest;
  • (d) expire as stated when they are issued; credit included with a plan expires at the end of the billing period it was issued for, unless stated otherwise; and
  • (e) may be reduced, reversed or removed if they were obtained or used in breach of the Agreement, if a related payment is refunded, reversed or disputed, or as the Free Credit Terms allow.

The Free Credit Terms also govern free credit.

10.8 Payment method required. We may require a valid payment method on file before you can use the Service, start new work or use Credits.

10.9 Taxes. Fees do not include taxes. You are responsible for all taxes, duties and charges on your purchases, except taxes on our net income. This includes sales, use, value-added, goods and services, digital services and withholding taxes.

We may charge and collect taxes where we are required or permitted to. This includes taxes for past periods where a tax authority requires it.

If you must withhold tax from a payment, you must increase the payment so that we receive the same amount we would have received without the withholding.

You must give us accurate billing and tax information, including any exemption certificate.

10.10 Billing disputes and chargebacks. If you believe a charge is wrong, tell us in writing at support@promigence.ai within 60 days of the date of the charge or invoice, and include details. If you do not, then to the extent the law allows, the charge is final and you waive any dispute about it.

Please contact us before disputing a charge with your bank or card issuer. If you do dispute a charge with them, we may suspend your Account and reverse Credits. Where the law and card-network rules allow, we may also recover our reasonable costs of the dispute.

10.11 Late payment. Overdue amounts bear interest from the due date until paid. The rate is 1.5% per month or the highest rate the law allows, whichever is lower. You must reimburse our reasonable costs of collecting overdue amounts, including collection-agency fees and reasonable attorneys' fees.

10.12 Price changes. We may change our prices, plans and included usage.

Before an increase in your plan fee, or in a list rate for usage, takes effect for your Account, we will give you at least 30 days' notice by email or in your Account. These changes may take effect immediately:

  • price decreases;
  • prices for new plans or features;
  • promotions;
  • Beta Feature pricing; and
  • pass-through third-party charges.

A price change does not apply to a run that started before the change took effect. If you do not agree to a price change, cancel before it takes effect. If you use the Service after it takes effect, you accept it.

10.13 Changing or cancelling your plan. You may upgrade, downgrade or cancel your plan as the Service allows, or by emailing support@promigence.ai.

  • Upgrades take effect when processed and may be charged at once, as shown when you make the change.
  • Downgrades and cancellations take effect at the end of the current billing period. Usage until then is charged.

After a downgrade, you may be unable to add resources until your usage is within the new plan's limits. We may also ask you to reduce stored resources within a reasonable time.

10.14 No refunds. All Fees are non-refundable, except where the law requires a refund or the Agreement expressly provides for one. This includes Fees for:

  • partial billing periods;
  • unused plan allowances or Credits;
  • downgrades;
  • the rest of a billing period after cancellation; and
  • periods of suspension or unavailability.

A refund or credit we give as a courtesy does not oblige us to give another.

10.15 Fraud and misuse of offers. If we believe that Fees, Credits, discounts or plan benefits were obtained or used through fraud or in breach of the Agreement, we may cancel or reverse them. We may also charge you, at our published prices, for the usage they paid for.

11. Security#

11.1 Our measures. We maintain reasonable administrative, technical and physical measures designed to protect the Service, and the Customer Content we store, against unauthorized access, loss and disclosure.

11.2 No guarantee. No technology is completely secure. Section 18.2 explains what we do not warrant.

11.3 Your security responsibilities. Security is shared. You are responsible for:

  • (a) the security of your code, Agents, workloads, images, dependencies and configurations, and of anything you run in or expose from a sandbox;
  • (b) protecting, limiting and rotating your Credentials, and keeping secrets out of code, command lines, labels, logs, outputs and snapshots;
  • (c) choosing appropriate network settings, limits and access controls;
  • (d) backing up your own data (Section 13.1);
  • (e) maintaining your own incident-response capability, and reporting suspected security problems to us promptly;
  • (f) notifying your End Users, regulators and others where the law requires you to; and
  • (g) carrying cyber-liability and professional-liability (errors and omissions) insurance appropriate to your use of the Service.

11.4 Security incidents. If we become aware of a Security Incident, we will take reasonable steps to investigate and contain it. We will notify affected customers as required by law, by email to the owners of the affected Account or through the Service. Notice is not an admission of fault or liability. These steps, together with the limits of liability in the Agreement, are your sole and exclusive remedy for any Security Incident.

12. Personal data and regulated data#

12.1 Personal information in Customer Content. If Customer Content includes personal information:

  • you are responsible for having a lawful basis to process it, giving any required notices and getting any required consents;
  • you instruct us to process it only to provide the Service under the Agreement; and
  • we act as your service provider or processor for that personal information.

Some laws that may apply to you require a data processing agreement with us; an example is the EU or UK General Data Protection Regulation. If such a law applies, you must not submit that personal information until such an agreement is in effect between us. You can ask for our Data Processing Addendum at support@promigence.ai.

12.2 Regulated Data. You must not submit to, store in or process with the Service any of the following ("Regulated Data"), unless you and we have signed a written agreement that expressly allows it:

  • (a) protected health information under the US Health Insurance Portability and Accountability Act (HIPAA), or similar health information regulated by other laws;
  • (b) payment card data covered by the Payment Card Industry Data Security Standard (PCI DSS), such as full card numbers or card security codes;
  • (c) personal information of children under 13, or under any higher age at which the applicable law requires parental consent;
  • (d) special categories of personal data or criminal-offence data under the EU or UK General Data Protection Regulation, and comparable sensitive personal information under other laws, including government identification numbers, financial account credentials, biometric or genetic data, and precise geolocation;

  • (e) any of the following controlled information:

    • technical data controlled under the International Traffic in Arms Regulations;
    • information that needs an export licence under the Export Administration Regulations;
    • classified information; or
    • Controlled Unclassified Information; or
  • (f) any other data for which the law requires security, certification, residency or contractual measures that we have not agreed in writing to provide.

We have no obligations for Regulated Data submitted in breach of this Section. You alone are responsible for it, and we may delete it.

12.3 Where data is processed. We and our service providers may store and process Customer Content and other data in the United States and in other countries where we or they operate. Unless an Order Form signed by us says otherwise, we make no commitment about where any data is located.

12.4 Service providers. We use third-party service providers to provide the Service, such as hosting, infrastructure, payment, email and sign-in providers. They may process Customer Content and other data for us.

12.5 Legal requests and disclosures. We may preserve, access and disclose Customer Content, and information about you and your Account, if we believe in good faith that it is reasonably necessary to:

  • comply with law, regulation or legal process, such as a subpoena, court order or warrant;
  • protect the rights, property or safety of us, our customers or the public;
  • detect, prevent or address fraud, security or technical problems; or
  • enforce the Agreement.

Where the law allows and it is practicable, we will try to notify you before we disclose Customer Content in response to a legal demand. To the extent the law allows you to consent to these disclosures, you consent.

If we receive legal process about your Account or Customer Content in a matter to which we are not a party, you will reimburse our reasonable costs of responding, where the law allows.

13. Backups, retention and deletion#

13.1 Keep your own backups. The Service is not a backup, archive or storage-of-record service. You must keep your own copies, outside the Service, of any Customer Content you need, including code, results, logs and outputs. Subject to Section 19, we are not liable for any loss, corruption or deletion of Customer Content.

13.2 Retention. We keep Customer Content only for the periods described in the Documentation and your plan, and we may delete it after those periods. For example, we may delete:

  • the output of commands, a set time after a sandbox ends;
  • sandboxes that have stayed paused longer than the stated period; and
  • resources stored above your plan's limits, after notice.

13.3 Records we keep. We keep the following for as long as we need them for the purposes in Sections 7.6 and 7.8, including after your Account ends, subject to applicable law:

  • Usage Data;
  • records of runs, sandboxes and commands, including command lines and other metadata;
  • validity, failure and grading reports; and
  • billing, audit, security and abuse records.

Do not put secrets or sensitive information in command lines, names, labels or other metadata.

13.4 After your Account ends. After your Account is closed or terminated, we may delete Customer Content after 30 days. We may delete it immediately if we terminated your Account for cause or the law requires it.

During those 30 days, you may retrieve Customer Content that remains available through the Service, provided all Fees are paid. This does not apply if we terminated for cause. After that, we have no obligation to keep or provide any Customer Content.

Copies may remain in backups until they are overwritten in the normal course. We may also keep Customer Content where the law requires it, or to establish, exercise or defend legal claims.

14. Suspension#

14.1 When we may suspend. We may suspend or limit your access to all or part of the Service, immediately and without prior notice, if we reasonably believe that:

  • (a) you, your Authorized Users, your Agents or your End Users have breached the Agreement, the AUP or the Responsible AI Policy;
  • (b) your use poses a security, legal, financial, reputational or operational risk to the Service, to us, to our service providers, to other customers or to anyone else;
  • (c) your Account is being used for fraud or abuse, or was created or used to evade limits, verification, suspensions or the Free Credit Terms;
  • (d) a payment has failed or Fees are overdue;
  • (e) the law requires a suspension, a government authority requests one, or one is needed to keep our service providers' services available to us;
  • (f) you have become insolvent or subject to sanctions; or
  • (g) suspension is otherwise reasonably necessary to protect the Service, us or others.

Suspending or limiting your access may include stopping running sandboxes, refusing new work and restricting network access.

14.2 Notice. Where practicable and lawful, we will try to tell you about a suspension and its reason. However, we do not have to give notice before suspending. We also do not have to give reasons where doing so could harm security, an investigation or a legal obligation.

14.3 During a suspension. Fees continue to accrue for plans and resources that remain in your Account. We will lift a suspension once we are satisfied that its cause has been resolved, unless we terminate under Section 15.3.

14.4 Automated actions. Some actions are taken automatically and may be mistaken. For example, we may automatically stop a sandbox, or limit its connections, when it appears to be mining cryptocurrency or scanning networks. If you believe an action was taken in error, contact support@promigence.ai. If we agree, we will restore the affected access, and we may, at our discretion, credit affected usage. That is your only remedy.

14.5 No liability. We are not liable for any suspension, limitation or other action we take in good faith under this Section 14 or Section 8.5.

15. Term and termination#

15.1 Term. The Agreement starts when you first accept these Terms or use the Service. It continues until your Account is closed or terminated and all Fees are paid.

15.2 Termination by you. You may stop using the Service and close your Account at any time, through the Service or by emailing support@promigence.ai. Section 10.13 explains how to cancel a paid plan. Closing your Account does not relieve you of Fees already incurred.

15.3 Termination by us. We may terminate the Agreement or your Account:

  • (a) immediately on notice, if any ground in Section 14.1 applies or you breach the Agreement;
  • (b) for any reason, on 30 days' notice if your Account has a paid plan or a payment method on file, and immediately on notice otherwise; or
  • (c) on 30 days' notice to the email address on file, if your Account has no paid plan and has had no usage for 12 consecutive months.

15.4 Effect of termination. When the Agreement or your Account ends:

  • your right to use the Service ends;
  • we may stop all sandboxes;
  • all unpaid Fees become due immediately;
  • unused Credits are forfeited; and
  • Customer Content is handled under Section 13.4.

If we terminate under Section 15.3(b) or (c), or discontinue the Service under Section 6.2, and you prepaid plan fees for a period after the termination, we will refund the unused part. That refund is your only remedy for the termination.

15.5 Survival. Every provision that by its nature should survive does survive. This includes Sections 4.4, 7.1 to 7.3, 7.5, 7.6 (for copies we keep), 7.8, 10 (for amounts owed), 12.5, 13, 14.5, 15.4, 15.5, and 16 to 27.

16. Intellectual property, feedback and publicity#

16.1 Our rights. We and our licensors own all rights, title and interest in the Service, our software, the Documentation, the underlying platform and Usage Data, and in all improvements, modifications and derivative works of them. We do not own Customer Content. We reserve all rights except the limited rights the Agreement expressly grants. No licence is granted by implication, estoppel or otherwise.

16.2 Feedback. You, your Authorized Users or your Agents may give us suggestions, ideas, bug reports or other feedback. We may use that feedback for any purpose, without restriction, payment or attribution. You grant us a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable licence to do so. Feedback is not your Confidential Information.

16.3 Our marks. "Promigence" and our logos are our trademarks. You may not use them without our prior written permission. You may, however, refer to the Service accurately (for example, to say that your product works with Promigence), as long as you do not suggest that we sponsor or endorse you.

16.4 Publicity. We will not use your name, logo or trademarks to identify you as a customer, publicly or in marketing, without your prior consent. Consent by email is enough. You may withdraw it for future uses at any time.

17. Confidentiality#

17.1 What is confidential. "Confidential Information" means non-public information that one party (the "discloser") gives the other (the "recipient") in connection with the Agreement, where the information is marked confidential or a reasonable person would understand it to be confidential. It includes non-public features, roadmaps, security information and the pricing in an Order Form.

Confidential Information does not include information that:

  • is or becomes public through no fault of the recipient;
  • the recipient already knew, or developed independently without using the discloser's information; or
  • the recipient receives from someone else who has no duty of confidentiality.

Customer Content is protected by Sections 7, 11, 12 and 13, not by this Section.

17.2 Obligations. The recipient will:

  • use Confidential Information only to perform the Agreement or exercise its rights under it;
  • protect it with at least reasonable care; and
  • disclose it only to people who need to know it and who are bound by confidentiality obligations at least as protective as these, namely the recipient's and its affiliates' employees, contractors, advisers and investors, and potential acquirers or financing sources.

The recipient may disclose Confidential Information where the law or a court requires it. Where the law allows, it must first give the discloser prompt notice.

These obligations last for three years after the Agreement ends. For trade secrets, they last for as long as the information remains a trade secret.

17.3 Independent development. Nothing in the Agreement prevents us from developing, acquiring or offering products, services or features similar to yours, provided we do not use your Confidential Information in breach of this Section.

18. Disclaimers#

18.1 As is. TO THE FULLEST EXTENT PERMITTED BY LAW:

  • THE SERVICE, BETA FEATURES, CREDITS, OUTPUT, REPORTS, DOCUMENTATION AND EVERYTHING ELSE WE PROVIDE ARE PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS"; AND
  • THE PROMIGENCE PARTIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY. THIS INCLUDES ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT OR SATISFACTORY QUALITY, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT:

  • THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE;
  • IT WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULT OR PERFORMANCE;
  • CUSTOMER CONTENT WILL BE STORED OR KEPT WITHOUT LOSS OR CORRUPTION; OR
  • ANY DEFECT WILL BE CORRECTED.

18.2 Security and isolation. ALTHOUGH WE DESIGN THE SERVICE WITH STRONG ISOLATION AND SECURITY CONTROLS, NO TECHNOLOGY IS COMPLETELY SECURE. WE DO NOT WARRANT THAT SANDBOX ISOLATION, NETWORK CONTROLS, MONITORING OR ANY OTHER SAFEGUARD WILL PREVENT EVERY VULNERABILITY, SANDBOX ESCAPE, INTRUSION, DATA LOSS OR SECURITY INCIDENT.

18.3 AI and agents. AI MODELS AND AGENTS CAN BEHAVE UNPREDICTABLY. WE MAKE NO WARRANTY ABOUT ANY OUTPUT, OR ABOUT THE ACTIONS, BEHAVIOUR OR RESULTS OF ANY AGENT, MODEL OR CODE. THIS INCLUDES ANY WARRANTY THAT THEY WILL BE ACCURATE, SAFE, LAWFUL, NON-INFRINGING OR FIT FOR ANY PURPOSE.

18.4 Figures and statements. We publish benchmarks, performance and reliability figures, comparisons, examples, estimates and other statements on our websites, in the Documentation, in reports and elsewhere. These describe results measured under particular conditions, or are illustrations. They are not promises or warranties about the results you will get, and they are not part of the Agreement.

18.5 Third parties. We make no warranty about any Third-Party Service, or about third-party software included in prebuilt environments, templates or examples.

18.6 No advice. The Service does not provide legal, compliance, security, financial or other professional advice.

18.7 Where a disclaimer is not allowed. If the law does not allow a warranty to be disclaimed, that warranty is limited to the shortest duration and narrowest scope the law allows.

19. Limitation of liability#

19.1 Excluded damages. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROMIGENCE PARTIES WILL NOT BE LIABLE FOR ANY OF THE FOLLOWING, ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICE:

  • ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES;
  • ANY LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL OR ANTICIPATED SAVINGS;
  • ANY LOSS, CORRUPTION OR UNAVAILABILITY OF DATA OR CONTENT, OR THE COST OF RECOVERING IT; OR
  • THE COST OF SUBSTITUTE SERVICES.

THIS EXCLUSION INCLUDES ANY OF THESE THAT ARISE FROM ANY SECURITY INCIDENT, ISOLATION FAILURE, UNAUTHORIZED ACCESS, SERVICE INTERRUPTION OR ACTION OF ANY AI AGENT.

19.2 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE PROMIGENCE PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICE WILL NOT EXCEED THE GREATER OF:

  • (A) THE FEES YOU ACTUALLY PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, NET OF REFUNDS, EXCLUDING TAXES, AND COUNTING CREDITS AS ZERO; AND
  • (B) US$100.

19.3 How these limits apply. THE EXCLUSIONS AND LIMITS IN THIS SECTION 19 APPLY WHATEVER THE LEGAL THEORY, INCLUDING CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, INDEMNITY AND MISREPRESENTATION. THEY APPLY EVEN IF WE WERE ADVISED OF, OR COULD HAVE FORESEEN, THE POSSIBILITY OF THE DAMAGES, AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. HAVING MORE THAN ONE CLAIM DOES NOT ENLARGE THE LIMIT IN SECTION 19.2.

19.4 Basis of the bargain. The disclaimers and limits in Sections 18 and 19 allocate risk between you and us. They are reflected in our prices and are an essential basis of the bargain. We would not provide the Service without them.

19.5 What we do not limit. Nothing in the Agreement excludes or limits any liability that cannot be excluded or limited under applicable law. Examples are liability for fraud and, where the law does not allow it to be limited, liability for gross negligence, willful misconduct, or death or personal injury caused by negligence. In those cases, our liability is excluded or limited to the fullest extent the law allows. Nothing in the Agreement removes rights you have that cannot be waived under the law that applies to you.

19.6 Scope. This Section 19 limits the liability of the Promigence Parties only.

19.7 Claims against individuals. To the fullest extent permitted by law, you will bring any claim arising out of or relating to the Agreement or the Service only against Promigence AI, Inc. You will not bring it personally against any of its officers, directors, employees, contractors or agents.

20. Indemnification#

20.1 Your indemnity. You will defend, indemnify and hold harmless the Promigence Parties from and against:

  • all claims, demands, suits, proceedings and investigations by any third party or authority; and
  • all losses, liabilities, damages, judgments, settlements, fines, penalties, costs and expenses, including reasonable attorneys' fees and the costs of investigation and remediation,

arising out of or relating to any of the following:

  • (a) use of the Service by you, your Authorized Users, your Agents or your End Users, or through your Account or Credentials;
  • (b) any action, Output or omission of an AI agent running under, or using, your Account;
  • (c) any security incident, isolation breach, unauthorized access or data loss caused or contributed to by your code, Agents, configuration, Credentials or workloads, including any attempt to breach sandbox isolation;
  • (d) Customer Content, and any other data you or they process with the Service, including Regulated Data;
  • (e) any breach or alleged breach of the Agreement, the AUP or the Responsible AI Policy by you, your Authorized Users, your Agents or your End Users;
  • (f) any violation of law or of anyone's rights (including intellectual property, privacy and publicity rights) by you, your Authorized Users, your Agents or your End Users; or
  • (g) your products and services, your dealings with your End Users and others, and any Third-Party Service you connect to or use with the Service.

This Section covers losses the Promigence Parties incur whether or not a third party makes a claim. It applies even if the claim alleges, or it is found, that a Promigence Party was negligent. It does not apply to the extent a court or arbitrator finally determines that the loss was caused by that Promigence Party's gross negligence or willful misconduct.

20.2 Procedure.

  • We will notify you of any claim we want you to defend. A delay in notice relieves you of your obligations only to the extent the delay materially prejudices you.
  • You will control the defence, with counsel reasonably acceptable to us. We will give reasonable cooperation, at your expense.
  • We may join the defence with our own counsel, at our own expense.
  • You may not settle any claim in a way that imposes any obligation or liability on a Promigence Party, or requires any admission by one, without our prior written consent.
  • If you do not take over the defence promptly, we may defend the claim ourselves at your expense.

20.3 No indemnity from us. We give no indemnity, defence or hold-harmless obligation under these Terms. This includes any claim that the Service infringes anyone's rights. Any such obligation exists only if an Order Form signed by us expressly provides for it.

21.1 Notices. We respond to notices of alleged copyright infringement that comply with the US Digital Millennium Copyright Act (17 U.S.C. § 512). Send notices to our designated agent, either by post to Copyright Agent, Promigence AI, Inc., 490 Post St Ste 500, PMB 2258, San Francisco, CA 94102, USA, or by email to support@promigence.ai with the subject line "DMCA Notice". A notice must include:

  • (a) your physical or electronic signature;
  • (b) identification of the copyrighted work;
  • (c) identification of the material you claim infringes, with information reasonably sufficient for us to locate it (such as a URL);
  • (d) your contact details;
  • (e) a statement that you believe in good faith that the use is not authorized by the copyright owner, its agent or the law; and
  • (f) a statement, under penalty of perjury, that the information in the notice is accurate and that you are the owner or are authorized to act for the owner.

21.2 Counter-notices and repeat infringers. If material is removed in response to a notice, the person who provided it may send a counter-notice that meets 17 U.S.C. § 512(g)(3). In appropriate circumstances, we may terminate the Accounts of repeat infringers. Anyone who knowingly makes a material misrepresentation in a notice or counter-notice may be liable for damages under 17 U.S.C. § 512(f).

22. Export controls and sanctions#

22.1 Compliance. The Service is subject to US export-control and sanctions laws, including the Export Administration Regulations and the regulations administered by the Office of Foreign Assets Control. It may also be subject to the laws of other countries. You must comply with all of them.

22.2 Restricted persons and places. You represent and warrant that neither you nor any of your Authorized Users or End Users:

  • is located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive US sanctions; or
  • is on a US government restricted-party list (such as the Specially Designated Nationals and Blocked Persons List or the Entity List), or is owned 50% or more, or controlled, by a person on such a list.

22.3 Prohibited uses. You must not export, re-export or transfer the Service or Customer Content, or use the Service, in violation of those laws. This includes any prohibited end use, such as the development of weapons of mass destruction or, where prohibited, military end uses. It also includes any use for or on behalf of a restricted person. Section 12.2(e) also applies.

22.4 Verification. We may collect and verify information about you, your ownership, your location and your use of the Service, and keep records, as the law requires of providers of cloud computing services. We may suspend or terminate your access immediately to comply with these laws.

23. Disputes: arbitration and class-action waiver#

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND US TO RESOLVE MOST DISPUTES BY BINDING INDIVIDUAL ARBITRATION. IT ALSO WAIVES CLASS ACTIONS AND JURY TRIALS. YOU MAY OPT OUT AS SECTION 23.11 DESCRIBES.

23.1 Disputes covered. "Dispute" means any dispute, claim or controversy between you and us (or any Promigence Party) that arises out of or relates in any way to the Agreement, the Service, your Account, Fees, Credits, our marketing or communications, or our relationship. It does not matter whether the Dispute is based on contract, warranty, tort, statute, regulation, fraud, misrepresentation or any other legal theory, or whether it arose before or after you accepted these Terms.

While the Free Credit Terms provide their own forum for disputes only about free credit, a Dispute only about free credit is resolved as the Free Credit Terms provide.

23.2 Informal resolution first. Before starting an arbitration or a small-claims action, the party with a Dispute must send the other a written notice of the Dispute. It must then try in good faith to resolve the Dispute for 30 days after the notice is received.

  • Notices to us go to support@promigence.ai, with the subject line "Notice of Dispute". Notices to you go to the email address of your Account's owner or owners.
  • A notice must give the sender's name and contact details, the Account email address, the Organization name (if any), a description of the Dispute and the relief sought.
  • A notice must be personally signed by the claimant, and also by the claimant's lawyer if it has one.
  • If either party asks, the parties (and their lawyers, if any) will meet by telephone or video during the 30 days.

All limitation periods and filing-fee deadlines are suspended while this process runs. This Section 23.2 does not apply to urgent requests under Section 23.9(b).

23.3 Agreement to arbitrate. If a Dispute is not resolved within those 30 days, it will be resolved only by final and binding arbitration on an individual basis, except as Section 23.9 provides. The Federal Arbitration Act (9 U.S.C. § 1 and following) governs the interpretation and enforcement of this Section 23.

23.4 Who decides. The arbitrator decides all questions about the Dispute, and about the scope, validity, enforceability and interpretation of this Section 23, including whether a Dispute must be arbitrated. There are two exceptions, which a court with jurisdiction decides:

  • any question about the validity, enforceability, scope or effect of Sections 23.7, 23.10 and 23.12; and
  • whether a claim falls within Section 23.9.

23.5 Rules, seat and arbitrator.

  • The American Arbitration Association ("AAA") will administer the arbitration under its Commercial Arbitration Rules, as modified by this Section 23. Where the AAA determines that its Consumer Arbitration Rules apply, those rules apply instead. The rules are available at www.adr.org.
  • A single arbitrator will decide the Dispute.
  • The seat of arbitration is Wilmington, Delaware, USA. Where the rules or the arbitrator allow, hearings may take place by video or telephone, or the Dispute may be decided on written submissions.
  • The arbitrator must apply the law described in Section 24 and the terms of the Agreement, including Sections 18 and 19. The arbitrator may award only the individual relief a court could award to an individual claimant, and must give a written decision stating the essential findings and conclusions.
  • Judgment on the award may be entered in any court with jurisdiction.
  • The arbitration and its result are confidential, except as needed to enforce an award or as the law requires.

23.6 Costs. The AAA's rules govern filing, administrative and arbitrator fees. If you are an individual and show that those fees would be prohibitive compared with the cost of litigation, we will pay as much of them as the arbitrator finds necessary to prevent the arbitration from being prohibitively expensive. Each party bears its own attorneys' fees and costs, unless the arbitrator awards them under applicable law or the rules.

23.7 Class-action waiver. YOU AND WE MAY BRING CLAIMS AGAINST EACH OTHER ONLY IN AN INDIVIDUAL CAPACITY. NEITHER OF US MAY BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING.

The arbitrator may not consolidate more than one person's claims, or preside over any class, collective or representative proceeding. The only exception is coordinated administration under Section 23.10.

A court may finally decide that this Section 23.7 cannot be enforced for a particular claim or request for relief. If so, that claim or request, and only that one, must be severed from the arbitration and brought in court under Section 24. It will be stayed until the individual claims have been arbitrated.

23.8 Jury-trial waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND WE WAIVE ANY RIGHT TO A JURY TRIAL IN ANY DISPUTE RESOLVED IN COURT.

23.9 Exceptions. Either party may:

  • (a) bring an individual action in a small-claims court in San Francisco County, California, or New Castle County, Delaware, if the action qualifies and stays there; and

  • (b) seek temporary, preliminary or permanent injunctive or other equitable relief in court to stop any of the following, whether actual or threatened:

    • infringement, misappropriation or violation of intellectual property rights or confidentiality obligations;
    • unauthorized access to, or interference with, the Service; or
    • other misuse of the Service, including a breach of Section 8, the AUP or the Responsible AI Policy.

23.10 Mass arbitration. This Section applies if 25 or more notices of dispute or demands for arbitration raising similar claims are submitted against us by, or with the help of, the same or coordinated lawyers or organizations. In that case:

  • the AAA's Mass Arbitration Supplementary Rules apply;
  • Section 23.2 must be completed separately for each claimant; and
  • limitation periods are suspended for each claimant while its Dispute waits to be filed or administered under this Section.

23.11 Opting out. You may opt out of this agreement to arbitrate. To do so, email support@promigence.ai with the subject line "Arbitration Opt-Out" within 30 days after you first accept a version of these Terms that contains this agreement. Your email must give:

  • your name;
  • your Account email address;
  • your Organization name (if any); and
  • a clear statement that you opt out of arbitration.

If you opt out, Disputes will be resolved in court under Section 24. Section 23.8 still applies, and so does Section 23.7 to the extent the law allows in court. An opt-out by an Organization covers its Authorized Users when they act for it. An opt-out applies to later versions of these Terms.

23.12 Public injunctive relief. Applicable law may not allow a request for public injunctive relief to be waived or arbitrated. If so, a court will decide that request under Section 24 after any individual claims have been arbitrated, and the request will be stayed until then.

23.13 Changes to this Section. If we change this Section 23 after you have accepted it, the change does not apply to any Dispute that either party gave notice of before the change took effect. If we make a material change, you may reject it by emailing support@promigence.ai within 30 days after it takes effect. If you do, the version of this Section you last accepted will continue to apply to Disputes between us.

23.14 Severability. If any part of this Section 23 other than Section 23.7 is found unenforceable, the rest continues to apply. Section 23.7 is governed by its own severance rule.

23.15 Survival. This Section 23 survives the end of the Agreement and the closing of your Account.

24. Governing law, courts and time limit#

24.1 Governing law. The laws of the State of Delaware, USA, and applicable US federal law govern the Agreement and all Disputes, without regard to Delaware's conflict-of-laws rules. The Federal Arbitration Act governs Section 23. The United Nations Convention on Contracts for the International Sale of Goods does not apply, and nor does any law based on the Uniform Computer Information Transactions Act.

24.2 Courts. This Section applies to any Dispute that is not arbitrated, including because you opted out, but not to small-claims actions under Section 23.9(a). Such a Dispute must be brought only in the state or federal courts located in the State of Delaware. You and we consent to those courts' personal jurisdiction and venue, and waive any objection to them, including on the ground of inconvenient forum. Either party may seek relief under Section 23.9(b), or enforce a judgment or arbitral award, in any court with jurisdiction.

24.3 Time limit for claims. To the fullest extent permitted by law, any Dispute must be started within one year after the claim arose, or it is permanently barred. A Dispute is started by sending a notice under Section 23.2 or, where Section 23 does not apply, by filing in court. This time limit does not apply to:

  • our claims for unpaid Fees;
  • our claims for indemnification under Section 20; or
  • claims under Section 23.9(b).

25. Changes to these Terms#

25.1 Updates. We may change these Terms, the AUP, the Responsible AI Policy and other parts of the Agreement from time to time. We will post each updated version, with its date, at www.promigence.ai/legal/terms or on the relevant policy's page.

25.2 Notice. If a change materially and adversely affects your rights, we will give you at least 30 days' notice before it takes effect, by email to your Account's owners or through the Service. We may give a shorter period if one is needed for legal, regulatory, security or abuse-prevention reasons. Other changes take effect when posted.

25.3 Acceptance.

  • If you keep using the Service after a change takes effect, you accept the changed Agreement.
  • If you do not agree to a change, you must stop using the Service and close your Account before the change takes effect.
  • If a material adverse change takes effect during a billing period you have prepaid, you may cancel with immediate effect. We will then refund the prepaid plan fee for the rest of that period.
  • We may also require you to accept updated Terms before you continue.

25.4 No retroactive effect. A change does not apply to any Dispute that either party gave notice of before the change took effect. Section 23.13 also applies.

25.5 Other changes. Except as this Section 25 allows, the Agreement may be changed only by a written agreement signed by you and us.

26. Notices and electronic communications#

26.1 Electronic communications. You consent to receive communications from us electronically. We may send them by email, through the Service (including messages in the CLI, API responses and the console), and by posting on our website. You agree that these communications satisfy any legal requirement for a communication to be in writing.

26.2 Notices to you. We may send notices to the email address of your Account's owners or through the Service. A notice by email is given when it is sent. You must keep your email address current. Service, billing, security and legal notices are not marketing, and you cannot opt out of them while you have an Account.

26.3 Notices to us. Legal notices to us must be sent by email to support@promigence.ai. Use the subject line "Legal Notice", or the subject line that Section 21 or 23 specifies. A notice is given when we receive it. Legal process must be served on our registered agent in the State of Delaware.

27. General#

27.1 Assignment. You may not assign or transfer the Agreement, any right or obligation under it, or any claim arising from it, without our prior written consent. This applies whether the assignment would be by contract, operation of law, merger, change of control or otherwise. Any attempt to do so is void.

We may assign or transfer the Agreement without your consent, including to an affiliate or in connection with a merger, acquisition, reorganization or sale of assets.

The Agreement binds and benefits the parties and their permitted successors and assigns.

27.2 Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control. Examples are:

  • natural disasters and epidemics;
  • war, terrorism and civil unrest;
  • government action, sanctions and changes in law;
  • labor disputes;
  • failures of power or telecommunications, and internet disruptions;
  • cyberattacks and denial-of-service attacks; and
  • failures or shortages of hosting, infrastructure, payment or other third-party providers.

This does not excuse your obligation to pay Fees.

27.3 Entire agreement and non-reliance. The Agreement is the entire agreement between you and us about its subject matter. It replaces all earlier and contemporaneous agreements, proposals, representations and communications, whether oral or written.

You acknowledge that, in entering into the Agreement, you have not relied on any statement, representation, warranty, forecast, benchmark, roadmap or promise that is not expressly set out in the Agreement. This includes anything in our marketing materials.

Terms in any purchase order or other document you send us have no effect, even if we accept or sign that document.

27.4 Severability. If any provision of the Agreement is held unenforceable, it will be enforced to the maximum extent permitted. It will be modified only as much as needed to make it enforceable. The rest of the Agreement remains in effect, subject to Sections 23.7 and 23.14.

27.5 No waiver. A failure or delay in enforcing any provision is not a waiver. A waiver is effective only if it is in writing and signed by the party waiving.

27.6 Remedies. Our remedies under the Agreement are cumulative, except where the Agreement says that a remedy is exclusive.

27.7 Equitable relief. A breach of Section 8, 16 or 17 may cause us irreparable harm for which damages would not be an adequate remedy. We may therefore seek injunctive relief, in addition to any other remedy, without posting a bond to the extent the law allows.

27.8 Relationship. You and we are independent contractors. The Agreement does not create a partnership, joint venture, employment, agency or fiduciary relationship.

27.9 Third-party beneficiaries. There are no third-party beneficiaries of the Agreement, except that the Promigence Parties may enforce Sections 18, 19 and 20.

27.10 Interpretation. Headings, and the summary at the start of these Terms, are for convenience only and do not affect interpretation. The Agreement will not be construed against either party because that party drafted it.

27.11 Language. These Terms are written in English. Any translation is for convenience only, and the English version controls.

27.12 Government users. The Service, its software and the Documentation are commercial products, commercial computer software and commercial computer software documentation under FAR 2.101 and 12.212 and DFARS 227.7202. They are provided to US government users only with the rights set out in the Agreement. A government entity that cannot accept any provision of the Agreement must contact us before using the Service.

27.13 Use outside the United States. We operate the Service from the United States. If you use it from anywhere else, you are responsible for complying with local laws, to the extent they apply.

27.14 Notice to California users. Under California Civil Code § 1789.3, California users are entitled to the following notice. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

27.15 Contact. Promigence AI, Inc., 490 Post St Ste 500, PMB 2258, San Francisco, CA 94102, USA · support@promigence.ai · www.promigence.ai

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