Terms of Service

1. Definitions

• "Agent" means any autonomous AI agent created, deployed, or managed using the Services.
• "Agent Engine" means the infrastructure layer providing durable execution, tracing, replay, cost guardrails, and orchestration for Agents.
• "Platform" means the Autonomous Enterprise Platform, including agent team management, use case deployment, and governance tooling.
• "Customer Data" means all data, content, and information submitted by you or your Agents to the Services, including execution traces, workflow state, and any data processed by Agents on your behalf.
• "You" or "Customer" means the individual or entity accessing or using the Services.

2. Eligibility and Account Registration

You must be at least 18 years of age and have the legal capacity to enter into these Terms. If you are using the Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.

3. Use of the Services

3.1 Permitted Use

Subject to these Terms, Orizin grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes. You may deploy Agents, configure workflows, integrate with third-party tools and APIs, and use the execution tracing, replay, and cost management features provided by the Services.

3.2 Restrictions

You agree not to:

• Use the Services for any unlawful purpose or in violation of any applicable law or regulation.
• Deploy Agents that perform activities that are harmful, fraudulent, deceptive, or that infringe the rights of others.
• Attempt to circumvent cost guardrails, usage limits, or security controls implemented by the Services.
• Reverse engineer, decompile, or disassemble any proprietary component of the Services (excluding open-source components governed by their respective licenses).
• Resell, sublicense, or provide the Services to third parties as a standalone offering without prior written consent from Orizin.
• Interfere with or disrupt the integrity or performance of the Services or the data contained therein.

4. Agent Deployment and Responsibility

You are solely responsible for the Agents you deploy using the Services, including their behavior, the data they process, the actions they take, and any consequences resulting from their operation. Orizin provides the infrastructure for Agent execution but does not control the logic, decisions, or outputs of your Agents.

You are responsible for ensuring that your Agents comply with all applicable laws, regulations, and industry standards, including data protection, consumer protection, and anti-discrimination laws.

You agree to implement appropriate human oversight mechanisms for your Agents, including but not limited to approval workflows, escalation procedures, and review processes, as appropriate for your use case and risk profile.

5. Customer Data

5.1 Ownership

You retain all rights, title, and interest in and to your Customer Data. Orizin does not claim ownership of any Customer Data.

5.2 License

You grant Orizin a limited, non-exclusive license to process, store, and transmit Customer Data solely to the extent necessary to provide the Services, including execution tracing, state checkpointing, replay, and observability features.

5.3 Data Processing

Orizin processes Customer Data in accordance with our Privacy Policy and applicable data protection laws. Where Customer Data includes personal data, Orizin acts as a data processor on your behalf, and you act as the data controller. We will enter into a Data Processing Agreement upon request.

6. Pricing and Payment

6.1 Usage-Based Pricing

The Services are billed on a usage-based model. You pay for agent execution time, compute resources consumed, LLM API calls routed through the platform, and storage for execution traces and state data. There are no per-seat fees.

6.2 Cost Guardrails

The Services include configurable cost guardrails that allow you to set per-agent budgets, per-run token limits, and organization-wide spending policies. These guardrails are tools to help you manage costs and do not constitute a cap on charges unless explicitly agreed upon in a separate Enterprise agreement.

6.3 Payment Terms

Fees are due as specified in your plan or Enterprise agreement. Orizin reserves the right to suspend access to the Services for overdue payments. All fees are non-refundable except as required by applicable law or as otherwise stated in a separate agreement.

7. Open-Source Components

Certain components of the Agent Engine are made available as open-source software under their respective licenses. Your use of open-source components is governed by those licenses, not these Terms. The managed platform features, proprietary observability dashboards, enterprise integrations, and multi-agent orchestration tooling remain proprietary and are governed by these Terms.

8. Third-Party Integrations

The Services allow integration with third-party tools, APIs, LLM providers, and external systems. Orizin is not responsible for the availability, accuracy, or performance of third-party services. Your use of third-party integrations is subject to the respective third party's terms and policies. You are responsible for managing authentication credentials and API keys for third-party services connected through the platform.

9. Service Availability and SLAs

Orizin strives to provide reliable, high-availability Services. Specific uptime guarantees, response times, and support commitments are available under Enterprise plans and are governed by a separate Service Level Agreement.

The durable execution capabilities of the Agent Engine are designed to checkpoint and resume agent state across infrastructure events. However, Orizin does not guarantee zero data loss in all failure scenarios and recommends that customers implement appropriate backup and recovery strategies for critical workloads.

10. Intellectual Property

Orizin retains all rights, title, and interest in the Services, including all software, technology, documentation, trademarks, and intellectual property. These Terms do not grant you any rights to use Orizin's trademarks, logos, or brand assets without prior written permission.

You retain all rights to the agent logic, workflows, and configurations you create using the Services. Orizin does not claim any intellectual property rights over the Agents you build or the outputs they produce.

11. Confidentiality

Each party agrees to protect the other party's confidential information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential information includes Customer Data, execution traces, agent configurations, pricing terms, and any information marked as confidential. Confidential information does not include information that is publicly available, independently developed, or rightfully received from a third party.

12. Limitation of Liability

To the maximum extent permitted by applicable law, Orizin shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, arising out of or related to your use of the Services.

Orizin's total aggregate liability for any claims arising out of or related to these Terms or the Services shall not exceed the amounts paid by you to Orizin during the twelve (12) months preceding the event giving rise to the claim.

13. Indemnification

You agree to indemnify, defend, and hold harmless Orizin and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Services; (b) the behavior, outputs, or actions of Agents you deploy; (c) your violation of these Terms; or (d) your violation of any applicable law or regulation.

14. Termination

Either party may terminate these Terms at any time by providing written notice. Orizin may suspend or terminate your access to the Services immediately if you breach these Terms or if required by law.

Upon termination, your right to use the Services ceases immediately. Orizin will make your Customer Data available for export for a period of thirty (30) days following termination, after which it may be deleted. Sections relating to intellectual property, confidentiality, limitation of liability, indemnification, and governing law survive termination.

15. Modifications to the Terms

Orizin reserves the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the effective date. Your continued use of the Services after the effective date of any modifications constitutes your acceptance of the updated Terms.

16. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of India. Any disputes arising out of or related to these Terms shall be subject to the exclusive jurisdiction of the courts located in Hyderabad, India.

Before initiating any legal proceedings, the parties agree to attempt to resolve disputes through good-faith negotiation for a period of thirty (30) days.

17. General Provisions

• Entire Agreement. These Terms, together with the Privacy Policy and any applicable Enterprise agreement, constitute the entire agreement between you and Orizin with respect to the Services.
• Severability. If any provision of these Terms is held to be unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.
• Assignment. You may not assign your rights or obligations under these Terms without Orizin's prior written consent. Orizin may assign its rights and obligations without restriction.
• Force Majeure. Orizin shall not be liable for any failure or delay in performing its obligations due to events beyond its reasonable control, including natural disasters, acts of government, or disruptions to third-party infrastructure.

18. Contact

If you have any questions about these Terms, please contact us at ask@orizin.ai.