Terms of Service

1. Agreement and acceptance

By creating an account, using an API key, installing the SDK, or otherwise using the Service, you agree to these Terms. If you accept on behalf of an organization, you confirm that you have authority to bind it, and “you” refers to that organization.

The Service is provided for business and professional use only. It is not intended for personal, family, or household use, and you must be at least 18 years old to use it.

If you and we have signed an Enterprise Agreement or an order form that references these Terms, the signed document controls where it conflicts with these Terms. The Data Processing Addendum (“DPA”) and the Acceptable Use Policy form part of these Terms.

2. Definitions

Agent

Software, including an AI agent or automated workflow, that you connect to the Service.

Customer Data

Data submitted to the Service by you, your users, or your Agents, including run records, prompts, outputs, errors, token usage, feedback, and configuration.

Organization

The workspace in the Service under which your users, applications, Agents, and Customer Data are grouped.

Users

Individuals you authorize to access the Service under your Organization.

AI Features

Optional Service features that use third-party AI models, such as quality reviews, error explanations, Test Lab judging, and integration analysis.

Credits

Units included in or purchased for your plan that are consumed by eligible activity in the Service.

3. The Service

The Service lets you observe, operate, and improve Agents you run in your own environment. Your Agents call their model providers directly; the Service receives the telemetry your integration reports and, for the scopes you enable, sends signed commands to your Agents. New connections are monitor-only until you enable additional scopes.

We may change, improve, or discontinue features. If we remove a material feature of a paid plan, we will give you reasonable advance notice and, if the change materially reduces the Service, you may terminate the affected subscription and receive a pro-rata refund of prepaid fees for the remaining period.

Some features are labeled preview, beta, or early access. They are provided for evaluation, may change or be withdrawn, and are excluded from any service commitments.

4. Accounts and access

• You must provide accurate account information and keep it up to date.
• You are responsible for your Users, for keeping credentials and API keys confidential, and for all activity under your Organization. Organization owners and admins control roles, keys, scopes, and settings.
• Tell us promptly at Founders@skaigroup.tech if you suspect unauthorized access to your account or keys. Revoke compromised API keys in the dashboard.
• Sign-in is provided through our authentication provider; you must not share accounts between individuals.

5. Customer Data

As between the parties, you own Customer Data. You grant us a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Data only as needed to provide, secure, and support the Service, to prevent abuse, and as otherwise instructed by you or required by law.

You are responsible for the content of Customer Data and for having the rights, notices, and consents needed for us to process it, including any personal data of your end users that your Agents report. Configure your integration so that it does not send data you are not permitted to share. The DPA governs our processing of personal data contained in Customer Data.

We may create aggregated, de-identified statistics about use of the Service (for example, counts of runs or error rates) that do not identify you, your Users, or any individual, and use them to operate and improve the Service.

6. AI Features

AI Features are optional. When you use them, the relevant Customer Data (for example, a run’s prompt, output, and error) is sent to the AI providers listed as subprocessors on our Security & Trust page, under those providers’ commercial API terms. We do not use Customer Data to train machine-learning models.

AI output can be incomplete or wrong. Review any explanation, score, or suggested change before relying on it, and do not apply a suggested prompt or code change to production without your own review. Prompt changes proposed through the Service require explicit approval by an owner or admin.

7. Agents and control commands

You remain responsible for your Agents, their configuration, their model-provider accounts, and their actions and outputs. Commands are sent only for scopes you enable and are signed so your integration can verify them. Integrations are designed to fail open: if the Service is unavailable, your Agents should continue to run without it.

We do not guarantee that any command, alert, or webhook will be delivered or acted on within a particular time, and you should not rely on the Service as the sole safety mechanism for an Agent that can cause harm.

8. Acceptable use

You must comply with the Acceptable Use Policy and applicable law, and ensure your Users and Agents do too. You must not resell or provide the Service to third parties as a standalone service without our written agreement.

9. Plans, fees, and credits

• Plans. Plans, included Credits, limits, and prices are described on our pricing page or in your order form. The Free plan is provided without charge and may be changed or discontinued with notice.
• Billing. Paid subscriptions are billed in advance for each billing period and renew automatically for successive periods of the same length unless you cancel before the renewal date. You can cancel at any time; cancellation takes effect at the end of the current period.
• Usage. Where pay-as-you-go billing is available for your plan, usage above included Credits is billed in arrears up to the monthly spending ceiling you set. Unused Credits do not roll over unless your plan says otherwise.
• Model-provider costs. Your Agents’ own model usage is billed by your model provider and is not part of our fees unless expressly agreed in an order form.
• Taxes. Fees exclude taxes. You are responsible for applicable taxes other than taxes on our income.
• Changes. We will give at least 30 days’ notice of a price increase, which applies from your next renewal.
• Refunds. Fees are non-refundable except as stated in these Terms or required by law.
• Late payment. If an invoice remains unpaid 15 days after notice, we may suspend paid features until it is paid.

10. Free and preview services

Free plans, trials, and preview features are provided “as is”, without any warranty, support commitment, or indemnity from us, and our total liability for them is limited to USD 100.

11. Confidentiality

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). Customer Data is your Confidential Information. The receiving party will use Confidential Information only to perform under these Terms, protect it with at least reasonable care, and disclose it only to personnel, contractors, and subprocessors who need to know it and are bound by comparable obligations. These obligations do not apply to information that is or becomes public without breach, was already known without restriction, is independently developed, or is lawfully received from a third party. A party may disclose Confidential Information when required by law, after giving the other party prompt notice where legally permitted.

12. Intellectual property and feedback

We and our licensors own the Service, including its software, SDKs, documentation, and all related intellectual property. Subject to these Terms, we grant you a non-exclusive, non-transferable right during your subscription to use the Service for your internal business purposes. The SDKs are also licensed under the license that accompanies them, which controls for the SDK code.

You must not copy, modify, or create derivative works of the Service except as the SDK license permits; reverse engineer it except where the law allows despite this restriction; or access it to build a competing product. If you send us feedback or suggestions, we may use them without restriction or obligation.

13. Third-party services

The Service works with services we do not control, such as your model providers, hosting platforms, and alert destinations like Discord or other webhooks you configure. Your use of them is governed by their terms. Sending Customer Data to a destination you configure is done on your instructions, and we are not responsible for that destination.

14. Security

We maintain administrative, technical, and organizational measures designed to protect Customer Data, as described on our Security & Trust page and in the DPA. You are responsible for securing your own systems, Agents, integration code, credentials, and webhook endpoints, and for configuring the Service’s access controls appropriately.

15. Suspension

We may suspend access to all or part of the Service if we reasonably believe that your use poses a security risk to the Service or others, violates the Acceptable Use Policy or law, or if paid fees are overdue as described above. We will limit the suspension to what is reasonably necessary, give notice where practicable, and restore access once the issue is resolved.

16. Term and termination

These Terms apply from when you first accept them until all subscriptions end and your account is closed. You may stop using the Service and close your account at any time. Either party may terminate a paid subscription if the other party materially breaches these Terms and does not cure the breach within 30 days of written notice. We may terminate a Free plan account on 30 days’ notice, or immediately for serious or repeated violations of the Acceptable Use Policy.

After termination, you may request an export of Customer Data for 30 days, after which we will delete it as described in the Privacy Policy and DPA, except where we must retain it by law. Sections that by their nature should survive termination (including fees owed, confidentiality, intellectual property, disclaimers, indemnities, limitation of liability, and governing law) survive.

17. Warranties and disclaimers

Each party represents that it has the authority to enter into these Terms. We warrant that, during a paid subscription, the Service will perform materially as described in our documentation. If it does not, and you tell us, we will use reasonable efforts to correct it; if we cannot within a reasonable time, either party may terminate the affected subscription and we will refund prepaid fees for the remaining period. This is your exclusive remedy for breach of this warranty.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE AND ALL AI FEATURES AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT AI OUTPUT WILL BE ACCURATE.

18. Indemnification

By us. We will defend you against any third-party claim alleging that the Service, as provided by us, infringes that third party’s intellectual property rights, and pay damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, your Agents, third-party services, combinations with items we did not provide, modifications not made by us, free or preview services, or use in breach of these Terms. If the Service is or may be subject to such a claim, we may procure the right for you to continue using it, modify it to be non-infringing, or terminate the affected subscription and refund prepaid fees for the remaining period.

By you. You will defend us against any third-party claim arising from Customer Data, your Agents or their outputs and actions, or your use of the Service in violation of these Terms, the Acceptable Use Policy, or law, and pay damages finally awarded or agreed in settlement.

Process. The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement (no settlement may impose obligations on the indemnified party without its consent), and provide reasonable cooperation. This section states each party’s entire liability and exclusive remedy for third-party claims of these kinds.

19. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (B) EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR USD 100 IF NO FEES WERE PAID.

These limits do not apply to your payment obligations, your indemnification obligations, your breach of the Acceptable Use Policy or intellectual property restrictions, or liability that cannot be limited by law, including for fraud or for death or personal injury caused by negligence. Our liability under our intellectual property indemnity is not subject to the limit in (B) but will not exceed three times that amount.

20. Export controls and sanctions

You must comply with applicable export control and sanctions laws. You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions, and that you are not on, or owned or controlled by a party on, a U.S. or other applicable restricted-party list. You must not use the Service to export or provide access to anything in violation of those laws.

21. Governing law and disputes

These Terms are governed by the laws of the Hashemite Kingdom of Jordan, without regard to conflict-of-law rules. The courts of Amman, Jordan have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party consents to their jurisdiction. Either party may seek injunctive relief in any competent court to protect its intellectual property or Confidential Information. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before starting proceedings, the parties will try in good faith to resolve the dispute by discussion for at least 30 days after one party notifies the other.

22. Changes to these Terms

We may update these Terms. We will post the updated Terms with a new “Last updated” date and, for material changes, notify account owners by email or in the Service at least 30 days before they take effect. Changes will not apply retroactively. If you do not agree to a material change, you may cancel before it takes effect; continued use after the effective date means you accept the updated Terms. Changes required by law or to address security may take effect sooner.

23. General

• Entire agreement. These Terms, together with the DPA, Acceptable Use Policy, and any order form, are the entire agreement between the parties about the Service and supersede prior agreements on that subject. Terms in your purchase orders do not apply.
• Assignment. Neither party may assign these Terms without the other’s consent, except to a successor in a merger, acquisition, or sale of substantially all relevant assets, with notice.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, other than payment obligations.
• Notices. We send notices to the account owner’s email address or in the Service. You send notices to Founders@skaigroup.tech and, for legal notices, also to Amman, Hashemite Kingdom of Jordan.
• Independent parties. The parties are independent contractors. There are no third-party beneficiaries.
• Publicity. We will not use your name or logo to identify you as a customer without your permission.
• Severability and waiver. If a provision is unenforceable, the rest remains in effect. Failing to enforce a provision is not a waiver.
• Language. These Terms are written in English, which controls over any translation.

24. Contact

Smart Sky for Advanced Systems and Computer Software (السماء الذكية للأنظمة المتطورة والبرمجيات الحاسوبية), a company registered in the Hashemite Kingdom of Jordan (company ID 200214341)
Amman, Hashemite Kingdom of Jordan
Email: Founders@skaigroup.tech