Autonomous Platform Terms of Service

1. Definitions

Capitalized terms have the meanings given below or where first defined in these Terms.

“Affiliate” means any entity that, directly or indirectly, controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the equity or voting interests of such an entity.

“Agent” means the endpoint software component of ESA that runs on Customer-controlled devices (including workstations, virtual machines, or comparable endpoints) and monitors processes, file operations, network communications, and AI-agent activity for policy evaluation by the Facilitator.

“Authorized User” means an employee, contractor, or agent of Customer who is authorized by Customer to access and use the Services.

“BYO-Guardrails” means the operating mode in which Customer's own guardrail logic (or a third-party guardrail engine elected by Customer) is used together with the Autonomous-operated Facilitator, both deployed within Customer's environment. In BYO-Guardrails mode, Customer Data is not transmitted to the Autonomous-operated Console. Only the metadata, alerts, and audit artifacts described in the Customer Configuration Preferences are transmitted to Autonomous, and Customer may separately elect to route such metadata, alerts, and audit artifacts directly to Customer's security information and event management system (SIEM).

“BYO-LLM” means the operating mode in which the Facilitator continues to be operated by Autonomous but performs its inference on a Customer-elected model platform in lieu of the Hosted LLMs Autonomous would otherwise use. In BYO-LLM mode, Customer Data reaches the Autonomous-operated Console for classification by the Facilitator; following such classification, Customer Data is retained or discarded in accordance with the Customer Configuration Preferences, and the resulting metadata, alerts, audit artifacts, and other classification outputs are retained in accordance with those preferences.

“Console” means the Autonomous-hosted web application through which Customer configures policies, manages Authorized Users, reviews findings and audit logs, and otherwise administers both the ESA and MCP Cloud product lines.

“Control Plane” means the Console and the management infrastructure operated by Autonomous in the cloud through which the Services are configured, monitored, and audited; the Control Plane is, in all cases, hosted by Autonomous.

“Customer Configuration Preferences” means the settings selected by Customer in the Console (or via Order Form) that determine, among other things, the applicable Operating Mode, whether and what data is collected, stored, and retained, and other Service configuration settings.

“Customer Data” means all data, content, prompts, inputs, outputs, responses, telemetry, file contents, communications, credentials, configurations, endpoint or workstation data, logs, alerts, audit artifacts, and other materials submitted to, generated by, collected by, or otherwise processed by or on behalf of Customer through the Services, including any data processed by Customer's AI systems, guardrail logic, agents, integrations, or third-party systems used with the Services, but excluding Usage Data.

“Data Plane” means the path along which Customer Data flows from the Agent or MCP Cloud components to the Facilitator and, where applicable under the elected Operating Mode, to the Console for inspection, processing, and storage under the applicable Customer Configuration Preferences.

“Data Processing Addendum” means the Autonomous Data Processing Addendum incorporated by reference into the Agreement, governing the processing of Personal Data by Autonomous on Customer's behalf.

“Documentation” means the user manuals, technical documentation, deployment guides, security white papers, compliance documentation, Console-embedded help materials, and other written materials made generally available by Autonomous for the Services.

“ESA” means Autonomous Endpoint Security Agent product line, including, as applicable, the Agent, the Facilitator, the Console, and related or successor components used for endpoint security and AI-agent usage control.

“Facilitator” means the policy-evaluation component (referred to internally by Autonomous as the “Data Policy Engine”) of ESA and MCP Cloud that classifies requests, prompts, tool calls, shell commands and other flows for policy compliance; including flagging, redacting, or blocking secrets, Personal Data, or other content prohibited under Customer's configured policies; before such content leaves the Customer perimeter.

“Hosted LLMs” means the third-party model providers used by Autonomous to power the Facilitator in Hosted Mode from time to time, as identified by Autonomous and updated in the Documentation or these Terms; currently AWS Bedrock and OpenAI.

“Hosted Mode” means the default operating mode in which the Facilitator runs within Autonomous's cloud infrastructure using the Hosted LLMs, and in which Customer Data is transmitted to the Autonomous-operated Console for classification and storage in accordance with the Customer Configuration Preferences.

“MCP Cloud” means the Autonomous product line comprising the MCP Hub, the MCP Gateway, the Console, and related, renamed, replacement, or successor products, features, modules, or components that provide a secure, isolated execution environment for hosting and running Model Context Protocol (MCP) servers governed by integrated policy controls, runtime guardrails, audit logging, and threat detection.

“Operating Mode” means any operating mode in which the Facilitator or applicable Services may operate under these Terms, including Hosted Mode, BYO-LLM, BYO-Guardrails, and any other mode made available by Autonomous from time to time. Customer's election among the Operating Modes is recorded in the applicable Order Form, in the Console, or otherwise through Customer's configuration of the Services, and Autonomous's availability of any Operating Mode may evolve over time as further described in Section 3.3.

“Order Form” means an ordering document executed by the parties (whether by countersignature, electronic signature via DocuSign or similar service, web signup, in-product subscription flow, or click-through acceptance) that identifies the Services purchased, the fees, the term, and other commercial terms.

“Personal Data” means any information relating to an identified or identifiable natural person, as further described in the Data Processing Addendum.

“Services” means the Autonomous platform, including ESA, MCP Cloud, the Console, the Facilitator in the applicable Operating Mode, the Hosted LLMs as used in the Services, any Documentation, Professional Services, and any updates, modifications, and derivative works thereof made available to Customer.

“Sub-processor” means a third party engaged by Autonomous to process Customer Data on Autonomous's behalf in connection with the Services.

“Usage Data” means data generated through Customer's use of the Services that does not, alone or in combination with other information reasonably available to Autonomous, identify Customer or any natural person, including aggregated, anonymized, deidentified, and statistical data.

“Website” means the websites operated by Autonomous at a16y.ai (and any successor URLs and sub-domains).

2. License Grant; Restrictions

2.1  License Grant. Subject to Customer's compliance with the Agreement and payment of all applicable fees, Autonomous grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license, during the term of the applicable Order Form, to (a) access and use the Services for Customer's internal business purposes; (b) permit its Authorized Users to do so on Customer's behalf and subject to the Agreement; and (c) use the Documentation in connection with the foregoing. Where any portion of the Services requires Customer to download or install software (including the Agent or, where Customer has elected the BYO-Guardrails Operating Mode, the Facilitator), Autonomous grants Customer a limited, revocable license to install and operate such software in object-code form, on a compatible device or environment, solely for Customer's internal use of the Services.

2.2  Reservation of Rights. All rights not expressly granted to Customer in the Agreement are reserved by Autonomous and its licensors. No title, ownership, or other right in or to the Services or any intellectual property therein is transferred to Customer.

2.3  Restrictions. Customer will not, and will not permit any Authorized User or third party to: (a) sell, lease, sublicense, distribute, or otherwise transfer the Services or any portion thereof to any third party; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, or underlying ideas of the Services, except to the extent expressly permitted by applicable law notwithstanding such restriction; (c) modify, adapt, translate, or create derivative works of the Services; (d) make any copies of the Services except as reasonably necessary for Customer's permitted use and one (1) backup or archival copy; (e) place the Services on a server in a manner that is publicly accessible without authentication; (f) use the Services to provide services to third parties (whether for fee or otherwise), including managed-services, white-label, or service-bureau use; (g) circumvent or attempt to circumvent any access, authentication, or use-metering controls in the Services; (h) remove or obscure any proprietary notices in the Services or Documentation; (i) use the Services to develop or improve any competing product or service, or in any benchmarking or comparative analysis made available to a third party without Autonomous's prior written consent; or (j) use the Services in violation of any applicable law or in a manner that infringes or misappropriates any third-party intellectual property, privacy, or publicity right.

2.4  Competitor Use. Customer represents and warrants that, at the time it enters into the applicable Order Form and at all times during the term, Customer is not (and is not acting on behalf of) a provider of endpoint detection and response, AI-agent security, Model Context Protocol security, token vault, or substantially similar competing products or services. Autonomous may suspend access on reasonable notice if Customer's representation in this Section 2.4 becomes untrue.

3. The Services; Architecture

3.1  Services Overview. The Services comprise two integrated product lines that share a common Console:

(a)   ESA. The Endpoint Security Agent provides oversight and governance of AI agents and traditional endpoint activity. ESA is composed of (i) the Agent (the endpoint software running on Customer-controlled devices); (ii) the Facilitator (which evaluates prompts, instructions, tool invocations, and other flows for policy compliance, and may flag, block, or redact content before it leaves the Customer perimeter); and (iii) the Console (through which Customer configures policies, reviews findings, and manages Authorized Users).

(b)   MCP Cloud. MCP Cloud is Autonomous's Service for hosting and running Model Context Protocol servers in a secure and isolated execution environment with policy controls, runtime guardrails (via an embedded MCP gateway), audit logging and threat detection. MCP Cloud is composed of (i) the MCP Gateway (which mediates network traffic between Customer endpoints and Model Context Protocol-managed agents and tools); (ii) the MCP Hub (which hosts and runs MCP applications and stores Customer-submitted credentials in a token vault); and (iii) the Console (shared with ESA).

3.2 Architecture: Control Plane and Data Plane. The Services operate along a Control Plane and a Data Plane. The Control Plane comprises the Console and the management infrastructure operated by Autonomous and, in all cases, is hosted by Autonomous and not made available for installation in Customer environments. The Data Plane, comprising the flow of Customer Data from the Agent or MCP Cloud components, through the Facilitator, to the Console, may, in part, be operated within Customer's environment, as further described in Sections 3.3 and 3.5.

3.3  Operating Modes of the Facilitator. The Facilitator may operate in any of three Operating Modes, as elected by Customer in the applicable Order Form or, where Autonomous makes the election available in the Console, or during setup. The Operating Modes differ in (i) where the Facilitator runs, (ii) which model provider performs the inference used in classification, and (iii) whether Customer Data is transmitted to the Autonomous-operated Console.

(a)   Hosted Mode (default). The Facilitator runs within Autonomous's cloud infrastructure and performs its inference using the Hosted LLMs (currently AWS Bedrock and OpenAI, as updated in the Documentation). Customer Data is transmitted from the Agent and from MCP Cloud components to the Autonomous-operated Console for classification by the Facilitator and for storage and processing in accordance with the Customer Configuration Preferences.

(b)   BYO-LLM. The Facilitator continues to be operated by Autonomous but performs its inference on a Customer-elected model platform identified in the Order Form (a “Customer-Elected LLM Platform”) in lieu of the Hosted LLMs. In BYO-LLM, Customer Data is transmitted to the Autonomous-operated Console for classification by the Facilitator; following such classification, the raw Customer Data is processed and retained or discarded, in accordance with Section 3.5, from the Autonomous-operated Console and only the resulting metadata, alerts, audit artifacts, and other classification outputs are retained, in each case in accordance with the Customer Configuration Preferences.

(c)   BYO-Guardrails. Customer's own guardrail logic (or a third-party guardrail engine elected by Customer) is used together with the Autonomous-operated Facilitator and is deployed within Customer's environment. In BYO-Guardrails, only metadata, alerts, and audit artifacts generated by Customer's guardrail logic are transmitted to Autonomous, in each case as configured by Customer. Autonomous receives only the aggregate operational signals reasonably necessary to operate, support, and meter the Services. Customer is solely responsible for the development, security, operation, accuracy, and lawful use of any Customer-provided guardrail logic.

Customer may, in the Console, elect to route alerts and audit artifacts directly to Customer's security information and event management system (SIEM) or other Customer-controlled destination.

3.4  Availability of Operating Modes. Autonomous reserves the right to make the availability of BYO-LLM and BYO-Guardrails Operating Modes contingent upon supplementary terms as defined in the Order Form.

3.5  Data Discard and Retention Commitment. Where BYO-Guardrails is in effect, raw Customer Data is not transmitted to Autonomous and Autonomous accordingly does not store it. For all other Operating Modes where Customer Data is transmitted to the Autonomous-operated Console, Customer's retention preferences in the Console govern the periods for which raw Customer Data, metadata, alerts, and audit artifacts are retained, subject to retention required by applicable law or by Autonomous's records-management policies.

3.6  Safety Features. The Services include configurable safety features (including the Facilitator's policy checks) intended to mitigate (but not eliminate) risks arising from AI agent and MCP-related activity, among others. Customer is responsible for enabling and configuring such features (including those exposed under the “Capabilities” and “Guardrails” tabs in the Console) consistent with Customer's operational and compliance posture. Autonomous does not warrant that the safety features will prevent every undesired outcome.

3.7  Updates. Autonomous may update the Services from time to time, at its sole discretion, including by improving features, adding or eliminating capabilities, or modifying the user interface. Autonomous will not materially diminish the functionality of the Services purchased under an Order Form during the then-current term. Updates that introduce material new capabilities may, on renewal, be subject to a price adjustment as described in Section 7.

3.8  Documentation; Notices in the Services. Autonomous will provide the Documentation through the Console or by URL. Customer agrees to follow the Documentation in the operation of the Services. Autonomous may post operational notices and advisories in the Console; Customer is responsible for monitoring such notices and, where they identify a recommended configuration (such as the enablement of safety features), enabling them as recommended.

4. Customer Authorization to Operate; Acceptable Use

4.1  Authorized Operation Representation. Customer represents and warrants that, with respect to each endpoint, system, environment, agent, model, application, repository, service, or Connected Service, MCP Server, customer-controlled infrastructure, or other resource that Customer connects to or submits to the Services, Customer has obtained all rights, permissions, consents, and authorizations necessary to:

(a) install, deploy, and operate the Agent on the endpoint, virtual machine, or comparable device, and to monitor, inspect, scan, intercept, classify, redact, block, or otherwise act upon the running applications, processes, file contents, network communications, AI agent activity, and credentials accessible from that endpoint, including credentials embedded in customer systems;

(b) in the case of MCP Cloud, connect, store, and route through Autonomous the credentials, keys, tokens and other other authenticators that Customer or its Authorized Users submit to MCP Cloud, and to access, use, host, execute, or route requests to or through MCP servers, tools repositories, images, services or customer-controlled infrastructure configured by Customer for use with the Services;

(c) connect to and use any Connected Services, including third-party services connected through OAuth, API keys, MCP servers, or other configuration, regardless of whether such integrations are pre-built by Autonomous or added by Customer;

(d) notify, and where required obtain consent from, each of Customer's end users, employees, contractors, and other natural persons whose endpoint activity, communications, or other data may be processed by the Services, in compliance with applicable employee-monitoring, electronic-surveillance, and privacy laws; and

(e) submit Customer Data to the Services and permit Autonomous to process it in accordance with the Agreement, including, where applicable under the elected Operating Mode, transmitting such Customer Data to the Console as described in Sections 3.3 and 3.5.

4.2  Connected Services. “Connected Services” means the third-party services that Customer or its Authorized Users connect to, route through, or otherwise associate with the Services, whether or not such services are integrated by Autonomous or added by Customer through OAuth, API keys, MCP servers, or other configuration. Autonomous makes available certain pre-built integrations, as updated in the Documentation. Customer may, in addition, connect other third-party services by supplying the necessary credentials or configuration. Customer is responsible for compliance with the terms of each Connected Service it connects, including any restrictions imposed by the operator of such service.

4.3  Customer End-User Notice. Customer will provide each natural person whose endpoint activity, communications, or other data may be processed by the Services with written notice of the monitoring (including a description of the categories of data that may be processed) at the time, in the form, and to the extent required by applicable law, including, without limitation, the employee-monitoring notice statutes of any jurisdiction in which Customer operates and the workplace-privacy provisions of any applicable data protection law. Autonomous is not a party to the relationship between Customer and Customer's end users and assumes no responsibility for the form, content, or delivery of such notice.

4.4  Acceptable Use; Prohibited Conduct. Customer will not, and will not permit any Authorized User to, use the Services to: (a) scan, monitor, or otherwise instrument any system, endpoint, network, environment, agent, or service that Customer does not have authority (under all applicable laws and contractual obligations) to scan or monitor; (b) upload, store, transmit, or process any content that is unlawful, infringing, defamatory, fraudulent, obscene, or that violates the rights of any person; (c) facilitate or attempt to facilitate stalking, harassment, surveillance, or violations of the bodily autonomy of any natural person; (d) attempt to defeat, circumvent, probe, or test the security or operational integrity of the Services (outside of Autonomous's published bug-bounty or coordinated-disclosure program); (e) use the Services in connection with the development, deployment, or operation of biological, chemical, nuclear, or radiological weapons, or weapons of mass destruction; (f) use the Services to operate any product or service the principal purpose of which is to circumvent applicable export-control, sanctions, or trade laws; or (g) use the Services in any manner that violates applicable law or regulation.

5. Customer Account; Access

5.1  Account Registration. Customer (or an individual designated by Customer) will create an Authorized User account to access the Services. Customer is responsible for maintaining the accuracy and completeness of the information provided at registration, for the security of the credentials associated with each Authorized User, and for all activity occurring under each Authorized User account.

5.2  Authorized Users. Customer may grant access to the Services to its Authorized Users in accordance with the seat or user counts specified in the Order Form. Customer is responsible for ensuring that each Authorized User complies with the Agreement. Customer will promptly notify Autonomous of any unauthorized access to or use of the Services that comes to Customer's attention.

5.3  Multi-Factor Authentication; SSO. Autonomous makes multi-factor authentication available for all Authorized User accounts and supports single sign-on integration via Customer's identity provider. Customer is responsible for enabling these controls consistent with Customer's security posture.

5.4  Suspension. Autonomous may suspend Customer's access to the Services (in whole or in part) on reasonable notice, or without notice where exigent circumstances require, if: (a) Customer is more than thirty (30) days past due on any undisputed payment; (b) Customer or an Authorized User materially breaches the Agreement and fails to cure within ten (10) days after notice of the breach; (c) Autonomous reasonably believes Customer's use of the Services poses a security, legal, or operational risk to the Services or to other customers; or (d) Autonomous is required by law or by order of a governmental authority to suspend access. Autonomous will use commercially reasonable efforts to give Customer notice of any suspension.

5.5  Suspension of Non-Paying, Pre-Sales, and Free Use. Notwithstanding Section 5.4, with respect to (a) any Authorized User accessing the Services on an unpaid Evaluation basis under Section 7.6 and (b) any Authorized User accessing the Services on a non-paying, free-tier, or trial basis, Autonomous may suspend, block, or terminate access in its sole discretion, with or without notice, for any reason or for no reason, including for capacity, security, abuse, or commercial reasons. No refund or credit is owed for any suspension under this Section 5.5, and Autonomous will have no liability to Customer for any such suspension.

6. Customer Data; Privacy; Telemetry

6.1  Customer Data License. As between the parties, Customer retains all right, title, and interest in and to Customer Data. To the extent Customer Data is transmitted to or otherwise processed by Autonomous in connection with the Services, Customer grants Autonomous a worldwide, non-exclusive, royalty-free, fully paid license to host, store, process, transmit, classify, redact, block, display, and otherwise use such Customer Data solely as necessary to (a) provide and operate the Services for Customer; (b) provide support, troubleshoot, and otherwise respond to Customer requests; (c) prevent, detect, investigate, and remediate security incidents, fraud, abuse, and policy violations; (d) comply with applicable law and lawful requests of governmental authorities; and (e) where Customer has authorized through the Customer Configuration Preferences, retain Customer Data for the additional retention periods specified.

6.2  Data Processing Addendum. To the extent Customer Data includes Personal Data, Autonomous processes such Personal Data on Customer's behalf as a processor (or service provider, as applicable) in accordance with the Data Processing Addendum. The Data Processing Addendum is incorporated by reference into the Agreement and governs the processing of Personal Data in the event of any inconsistency with these Terms.

6.3  Telemetry and Metrics. Autonomous collects telemetry and usage metrics regarding Customer's use of the Services for the purposes of operating, maintaining, securing, troubleshooting, and improving the Services and for analytics and reporting. Telemetry and metrics include performance data, error logs, and event metadata. Autonomous will treat any Personal Data contained in telemetry and metrics in accordance with the Data Processing Addendum.

6.4  Usage Data. Autonomous may aggregate, deidentify, and anonymize data derived from Customer's use of the Services, and may use such Usage Data for any lawful business purpose, including the operation and improvement of the Services and the development of threat intelligence, provided that Autonomous will (a) take reasonable measures to ensure such Usage Data cannot be associated with a Data Subject (as defined in the Data Processing Addendum) or with Customer specifically; (b) maintain such Usage Data in deidentified form; and (c) not attempt to reidentify the data. Usage Data does not include Customer Data.

6.5  No Training of AI Models on Customer Personal Data. Without limiting the Data Processing Addendum, Autonomous will not, and will not permit its Sub-processors (including its providers of Hosted LLMs) to, use Customer's Personal Data to train any model used to power the Facilitator, except where Customer has expressly opted in. For clarity, the foregoing does not restrict Autonomous from using Customer Data, in accordance with the Agreement and Customer's Configuration Preferences, to test, validate, evaluate, monitor, and improve the Services, including detections, classifications, redactions, policies, rules, and false-positive or false-negative rates.

7. Order Forms; Fees; Payment

7.1  Order Forms. Customer will purchase Services pursuant to one or more Order Forms. Each Order Form may specify the Services purchased, the Authorized User and other quantity counts, the fees, the term, and any deviations from these Terms (which, if executed by both parties, will govern as between the parties for the duration of that Order Form). Order Forms may be executed by countersignature, by electronic signature using DocuSign or a comparable service, or by click-through acceptance where Autonomous makes that mechanism available.

7.2  Fees. Customer will pay the fees specified in the Order Form. Fees are stated in U.S. Dollars unless otherwise indicated and are exclusive of taxes (other than taxes on Autonomous's net income). Customer is responsible for all applicable sales, use, value-added, withholding, and similar taxes. Where any withholding is required by law, Customer will gross up the amount payable to Autonomous so that the net amount received by Autonomous is the amount that would have been received absent the withholding.

7.3  Invoicing; Payment. Unless the Order Form specifies otherwise, Autonomous will invoice Customer at the start of each subscription term, and Customer will pay each invoice within thirty (30) days of its date. Past-due undisputed amounts accrue interest at the lower of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Fees are non-refundable except as expressly provided in the Agreement (including for breach of the Agreement by Autonomous and not cured).

7.4  Pricing Model. Pricing is determined by the metrics specified in the Order Form, which may include, among other, per-Authorized-User, per-endpoint protected by the Agent, per-MCP Space, per-Credit (for usage-based components), or a combination. The pricing metrics may evolve as the Services evolve; the metrics in effect for any given subscription term are those specified in the applicable Order Form.

7.5  Auto-Renewal. Unless the Order Form specifies otherwise, each Order Form will automatically renew at the end of the then-current term for additional terms of equal length, at the rates Autonomous notifies Customer of at least thirty (30) days before the end of the then-current term (or, absent notice of a price change, at the then-current rates). Either party may give written notice of non-renewal at least thirty (30) days before the end of the then-current term.

7.6  Pre-Sales Access. Where Autonomous provides Customer or its representatives with access to the Services in connection with a pre-sales evaluation, proof of concept, or similar evaluation (an “Evaluation”), the Agreement (other than the payment provisions of this Section 7) applies to that Evaluation, including any period of Customer access prior to the execution of an Order Form. Customer's use of the Services during the Evaluation is on an “AS-IS” and “AS-AVAILABLE” basis, without any service-level commitment, and is subject to the reduced liability cap in Section 11.6 and to Autonomous's right under Section 5.5 to suspend or terminate access, with or without notice, in Autonomous's sole discretion.

8. Term; Termination

8.1  Term. The Agreement starts on the effective date of the first Order Form and continues until all Order Forms have expired or terminated.

8.2  Termination for Cause. Either party may terminate the Agreement (or any affected Order Form), in whole or in part, for cause if the other party materially breaches the Agreement and fails to cure the breach within thirty (30) days after written notice of the breach (or, in the case of non-payment, ten (10) days).

8.3  Termination for Insolvency. Either party may terminate the Agreement immediately on written notice if the other party (a) becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding that is not dismissed within sixty (60) days; (b) makes an assignment for the benefit of creditors; or (c) has a receiver or trustee appointed for all or substantially all of its assets.

8.4  Effect of Termination. On termination or expiration of the Agreement: (a) Customer's right to access and use the Services ceases; (b) Customer will pay any fees accrued but unpaid as of the date of termination; (c) Autonomous will, at Customer's election, return or delete Customer Data in accordance with the Data Processing Addendum; and (d) the provisions of Sections 1, 2.2, 2.3, 2.4, 4.4, 6.4, 7.2 through 7.4 (with respect to amounts accrued), 9.2 through 9.4, 10, 11, 12, 13, 14, 15, 16, 17, and 18 survive termination.

9. Warranties; Disclaimers

9.1  Mutual Warranties. Each party warrants that (a) it has the corporate power and authority to enter into the Agreement; and (b) its performance under the Agreement will not violate any other agreement to which it is a party.

9.2  No Sole Reliance. Customer acknowledges and agrees that the Services use artificial intelligence and machine learning, rules-based systems, and other automated techniques and that the outputs of the Services, including but not limited to detections, alerts, scores, classifications, redactions, recommendations, and other findings, may contain inaccuracies, including false positives and false negatives, and may not reflect the current state of any system, environment, threat, or risk. THE SERVICES ARE NOT A SUBSTITUTE FOR CUSTOMER'S OWN SECURITY PROGRAM, HUMAN SECURITY REVIEW, LEGAL OR COMPLIANCE ASSESSMENT, PROFESSIONAL JUDGEMENT, OR HUMAN OVERSIGHT OF AI AGENTS AND THE SYSTEMS ON WHICH THEY OPERATE. Customer will not rely solely on the Services, and Customer is responsible for the operational and compliance use it makes of the Services' outputs.

9.3  Security Findings. The detections, alerts, recommendations, and other findings produced by the Services are informational and are intended to assist Customer's own security operations. They do not constitute security advice, legal advice, or compliance advice; do not establish a duty of care running from Autonomous to any third party; and are not warranted to identify every security risk or to be free of error.

9.4  Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, THE SERVICES, THE DOCUMENTATION, AND ANY OTHER PRODUCTS, SERVICES OR MATERIALS PROVIDED BY AUTONOMOUS UNDER THE AGREEMENT ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. AUTONOMOUS, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND LICENSORS, DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. AUTONOMOUS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, FREE FROM SECURITY VULNERABILITIES OR HARMFUL CODE, OR THAT THE SERVICES WILL DETECT, BLOCK, OR PREVENT ANY PARTICULAR THREAT, ATTACK VULNERABILITY, PROMPT INJECTION, DATA DISCLOSURE, POLICY VIOLATION, UNAUTHORIZED ACCESS, OR OTHER SECURITY OR AI-RELATED EVENT.

9.5  Third-Party AI Providers; Open-Source Components. The Services use third-party model providers and incorporate certain open-source software components. The terms of service of the third-party model providers are made available to Customer by reference in the Documentation and apply, on a pass-through basis, to Customer's use of the Services to the extent of any inconsistency. Open-source software components are provided pursuant to their respective open-source licenses, which are made available to Customer through the Documentation. Autonomous's representations, warranties, and indemnification obligations under the Agreement do not extend to (a) the third-party model providers' independent acts or omissions or (b) the open-source software components.

10. Indemnification

10.1  By Autonomous (IP Infringement). Subject to this Section 10, Autonomous will indemnify, defend, and hold harmless Customer and its Affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claim, action, or proceeding alleging that Customer's use of the Services in accordance with the Agreement infringes a third party's patent, copyright, or trademark, or misappropriates a third party's trade secret (an “IP Claim”), and will pay any damages awarded against Customer by a court of competent jurisdiction (or amounts agreed by Autonomous in settlement) in connection with such IP Claim.

10.2  Exclusions. Autonomous's obligations under Section 10.1 do not apply to any IP Claim that arises out of or in connection with: (a) Customer's modification of the Services; (b) Customer's combination, operation, or use of the Services with any product, service, software, model, data or other materials not provided by Autonomous,where the IP Claim would not have arisen but for that combination, operation, or use; (c) Customer's use of the Services after Autonomous has notified Customer to discontinue use, or after Autonomous has made available a non-infringing replacement; (d) Customer's breach of the Agreement; (e) any open-source software component or any third-party model provider's contribution to the alleged infringement; (f) any allegation of infringement based on the data used to train, fine-tune or operate any model that is incorporated in or accessed by the Services; or (g) Customer Data, or any content, models, systems, services or materials provided connected, or controlled by Customer.

10.3  Remedies for IP Claims. If the Services become, or in Autonomous's reasonable judgment are likely to become, the subject of an IP Claim, Autonomous may, at its option and expense: (i) procure for Customer the right to continue using the Services; (ii) modify or replace the Services with a substantially equivalent non-infringing version; or (iii) if neither (i) nor (ii) is commercially reasonable, terminate the Agreement (or the affected portion of the Services) and refund the unused portion of any pre-paid fees attributable to the terminated Services. The remedies in this Section 10.3 (together with Section 10.1) are Customer's sole and exclusive remedies, and Autonomous's sole and exclusive liability, for any IP Claim.

10.4  By Customer. Customer will indemnify, defend, and hold harmless Autonomous and its Affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claim, action, or proceeding arising out of or in connection with: (a) Customer's breach of Sections 2.3, 2.4, 4.1, 4.2, 4.3, or 4.4; (b) Customer's gross negligence or willful misconduct; (c) any allegation that Customer Data, or any content, models, systems, services, or materials provided, connected, or controlled by Customer infringes or violates a third party's intellectual property, privacy, or publicity right; or (d) Customer's use of the Services in violation of applicable law or regulation.

10.5  Indemnification Procedure. The indemnifying party's obligations under this Section 10 are subject to the indemnified party (a) giving the indemnifying party prompt written notice of the claim; (b) granting the indemnifying party sole control over the defense and settlement of the claim (provided that the indemnifying party will not settle any claim that imposes any obligation on, or admission of fault by, the indemnified party without the indemnified party's prior written consent, which will not be unreasonably withheld); and (c) providing reasonable cooperation in the defense at the indemnifying party's expense.

11. Limitation of Liability

11.1  Excluded Damages. EXCEPT FOR AMOUNTS PAYABLE UNDER SECTION 10 (INDEMNIFICATION), AMOUNTS ARISING FROM A PARTY'S WILLFUL MISCONDUCT OR FRAUD, OR AMOUNTS ARISING FROM A PARTY'S BREACH OF SECTION 12 (CONFIDENTIALITY), IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF REPUTATION, LOSS OF DATA, COSTS OF SUBSTITUTE GOODS OR SERVICES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE), AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2  Aggregate Cap. EXCEPT AS SET FORTH IN SECTION 11.3, THE TOTAL AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, IS LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO AUTONOMOUS UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR EVENTS GIVING RISE TO THE LIABILITY. MULTIPLE CLAIMS, EVENTS, OR OCCURRENCES WILL NOT EXPAND THIS LIMITATION.

11.3  Super-Cap. The aggregate cap in Section 11.2 is increased to TWO (2) TIMES the amounts described in Section 11.2 with respect to: (a) Autonomous's indemnification obligations under Section 10.1; (b) Customer's indemnification obligations under Section 10.4; (c) either party's breach of Section 6 (Customer Data; Privacy; Telemetry), the Data Processing Addendum, or its obligations relating to privacy, security, data protection, Personal Data, or Customer Data under the Agreement; or (d) either party's breach of Section 12 (Confidentiality). Multiple claims, events, or occurrences will not expand this limitation.

11.4  Excluded From Cap. The aggregate cap in Section 11.2 and the super-cap in Section 11.3 do not apply to (a) a party's willful misconduct or fraud; (b) Customer's payment obligations under Section 7; or (c) where applicable law limits the enforceability of caps.

11.5  Essential Basis. The parties acknowledge that the limitations of liability in this Section 11 are an essential basis of the bargain, that the fees would be substantially higher absent those limitations, and that the limitations apply notwithstanding the failure of essential purpose of any limited remedy.

11.6  Non-Paying Use and Beta Features. Notwithstanding Sections 11.2 and 11.3, for (a) any Authorized User accessing the Services on an unpaid Evaluation basis under Section 7.6, (b) any Authorized User accessing the Services on a non-paying, free-tier, or trial basis, and (c) any Beta Features under Section 15, Autonomous's aggregate liability arising out of or related to such Evaluation, non-paying use, or Beta Features is the lesser of one hundred U.S. dollars ($100) or the cap that would otherwise apply under Section 11.2. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.

12. Confidentiality

12.1  Definition. “Confidential Information” means any non-public information disclosed by a party (“Discloser”) to the other party (“Recipient”), in any form, that is identified as confidential or that, by its nature and the circumstances of disclosure, should reasonably be understood to be confidential. Autonomous's Confidential Information includes the Services (other than features made generally available), the Documentation (other than features made generally available), Autonomous's product roadmaps, pricing, and security configurations. Customer's Confidential Information includes Customer Data.

12.2  Obligations. Recipient will (a) use Discloser's Confidential Information solely as necessary to perform under, or exercise rights under, the Agreement; (b) protect Discloser's Confidential Information with at least the same degree of care it uses to protect its own confidential information of similar sensitivity (and in no event less than reasonable care); and (c) limit access to Discloser's Confidential Information to Recipient's employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section 12.

12.3  Exceptions. The obligations in Section 12.2 do not apply to information that (a) is or becomes generally available to the public through no fault of Recipient; (b) was rightfully in Recipient's possession before disclosure by Discloser without confidentiality obligations; (c) is rightfully obtained by Recipient from a third party without confidentiality obligations; or (d) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

12.4  Compelled Disclosure. Recipient may disclose Confidential Information to the extent required by law or by order of a court or governmental authority, provided that (where legally permitted) Recipient gives Discloser prior written notice and reasonably cooperates with Discloser's efforts to seek a protective order or other appropriate remedy.

12.5  Return or Destruction. On termination of the Agreement, or on Discloser's earlier written request, Recipient will, at Discloser's election, return or destroy all Confidential Information of Discloser in Recipient's possession or control, subject to retention required by law or regulation, by Recipient's records-management policies, or by routine backup and archival processes (with respect to which Recipient will continue to apply the obligations of this Section 12).

13. Intellectual Property; Feedback

13.1  Autonomous IP. As between the parties, Autonomous and its licensors own all right, title, and interest in and to the Services, the Documentation, the Hosted LLMs as integrated into the Services, the underlying software, models, and infrastructure, and all intellectual property rights therein. No rights are granted to Customer except as expressly set forth in the Agreement.

13.2  Customer Data. Customer retains all right, title, and interest in and to Customer Data, subject only to the limited license to Autonomous in Section 6.1.

13.3  Feedback. Customer may, but is not required to, provide Autonomous with suggestions, comments, ideas, or other feedback regarding the Services (“Feedback”). Customer hereby assigns to Autonomous all right, title, and interest in and to Feedback, and Autonomous may use Feedback for any purpose without compensation, attribution, or other obligation to Customer. Feedback is Autonomous's Confidential Information for purposes of Section 12 and Customer will not be liable for any disclosure of Feedback Customer made before the parties' relationship began.

14. Publicity

14.1  Customer grants Autonomous a non-exclusive, royalty-free, worldwide, revocable license to use Customer's name and logo to identify Customer as an Autonomous customer on Autonomous's Website and in Autonomous's customer lists. Press releases, case studies, and other public statements identifying Customer (beyond name-and-logo identification) require Customer's prior written consent.

15. Beta and Preview Features

15.1  Beta Features. From time to time, Autonomous may make available features, products, services, or capabilities designated as “Beta,” “Preview,” “Early Access,” or similar designation (“Beta Features”). Customer's use of Beta Features is optional and subject to this Section 15.

15.2  AS-IS; No Warranties; No SLA. BETA FEATURES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND WITHOUT ANY SERVICE-LEVEL COMMITMENT. AUTONOMOUS'S INDEMNIFICATION OBLIGATIONS IN SECTION 10.1 DO NOT APPLY TO BETA FEATURES. CUSTOMER'S USE OF BETA FEATURES IS AT CUSTOMER'S SOLE RISK.

15.3  Modification; Discontinuation. Autonomous may modify, discontinue, or impose additional terms on Beta Features at any time, without notice or refund. Autonomous makes no commitment to make any Beta Feature generally available.

15.4  Beta Program Terms. Autonomous may publish supplemental “Beta Program Terms” applicable to a particular Beta Feature; in the event of a conflict between such Beta Program Terms and this Section 15 with respect to that Beta Feature, the Beta Program Terms govern.

16. Security; Audit

16.1  Security Program. Autonomous maintains an information security program that includes administrative, technical, and physical safeguards designed to protect the Services and Customer Data against unauthorized access, use, disclosure, alteration, or destruction. The substantive controls of Autonomous's program are described in Autonomous's published Security Policy (currently at a16y.ai/legal/security) and in the Data Processing Addendum's Technical and Organizational Measures schedule.

16.2  Customer-Facing Security Controls. Customer is responsible for configuring and operating the security controls available to Customer in the Console (including the Capabilities and Guardrails configurations described in the Documentation) consistent with Customer's compliance posture and risk tolerance. Autonomous's published recommendations regarding such configurations are operational guidance only and do not modify the Agreement.

16.3  Security Incidents. Autonomous's obligations with respect to security incidents affecting Personal Data are set out in the Data Processing Addendum. For security incidents affecting Customer Data that does not include Personal Data, Autonomous will notify Customer without undue delay where such notice is necessary for Customer to investigate, mitigate, or otherwise respond to the incident.

17. General Provisions

17.1  Governing Law. (a) Where the Order Form identifies

(i)   Autonomous Security Inc. (Delaware) as the contracting Autonomous entity, the Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles;

(ii)  Autonomous Security Ltd. (Israel) as the contracting Autonomous entity, the Agreement is governed by the laws of the State of Israel, without regard to its conflict-of-laws principles.

17.2  Dispute Resolution. (a) Where the Order Form identifies Autonomous Security Inc. (Delaware) as the contracting Autonomous entity, the parties will resolve any dispute arising out of or related to the Agreement (a “Dispute”) by final and binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Rules and Procedures, before a single arbitrator, with the seat of the arbitration in New York, New York. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information pending the arbitrator's appointment. The state and federal courts located in New Castle County, Delaware have exclusive jurisdiction over actions seeking such injunctive relief or to enforce an arbitration award.

(b)   Where the Order Form identifies Autonomous Security Ltd. (Israel) as the contracting Autonomous entity, the parties consent to the exclusive jurisdiction of the competent courts located in Tel Aviv, Israel, for any Dispute, except that either party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

17.3  Class-Action Waiver. The parties agree that any Dispute will be resolved on an individual basis, and that neither party may bring any claim as a plaintiff or class member in any class, consolidated, or representative action. The arbitrator (in the case of Section 17.2(a)) or court (in the case of Section 17.2(b)) may not consolidate more than one party's claims or preside over any form of class proceeding.

17.4  Notices. Notices to Autonomous under the Agreement may be sent to legal@a16y.ai. Notices to Customer may be sent to the address or email on the applicable Order Form. Notices are deemed given on receipt (for physical delivery) or on transmission (for email).

17.5  Assignment. Customer may not assign or transfer the Agreement, in whole or in part, without Autonomous's prior written consent, except to a successor in interest in a merger, acquisition, reorganization, or sale of substantially all assets, provided that the successor is not a competitor of Autonomous and that Customer gives prior written notice. Autonomous may assign the Agreement to an Affiliate or to a successor in interest. Any attempted assignment in violation of this Section 17.5 is void.

17.6  Force Majeure. Neither party will be liable for any delay or failure in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including, without limitation, acts of God, war, terrorism, pandemic, civil unrest, governmental action, power outages, internet outages, denial-of-service attacks, and labor disputes.

17.7  Independent Contractors. The parties are independent contractors. The Agreement does not create any agency, partnership, joint venture, or employment relationship.

17.8  No Third-Party Beneficiaries. The Agreement is for the benefit of the parties only and is not intended to confer any rights on any third party.

17.9  Severability. If any provision of the Agreement is held to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect, and the parties will negotiate in good faith a substitute provision that achieves, to the extent permitted, the original commercial intent of the invalid provision.

17.10  Waiver. No waiver of any provision of the Agreement is effective unless in writing and signed by the waiving party. A waiver in one instance does not constitute a waiver in any other instance.

17.11  Modification. Autonomous may modify these Terms from time to time on reasonable notice (which may be given by posting the modified Terms at a16y.ai/legal/terms-of-service). Modifications that materially and adversely affect Customer's rights take effect on Customer's renewal of the applicable Order Form. Customer's continued use of the Services after the effective date of a modification constitutes acceptance of the modification.

17.12  Entire Agreement; Order of Precedence. The Agreement (these Terms, the Order Form(s), and the Data Processing Addendum) constitutes the entire agreement between the parties with respect to the Services and supersedes all prior and contemporaneous communications, whether oral or written, with respect to the same subject matter. In the event of any inconsistency, the order of precedence is (i) the applicable Order Form (with respect to commercial terms specifically set out therein); (ii) the Data Processing Addendum (with respect to the processing of Personal Data); (iii) these Terms; and (iv) the Documentation.

17.13  Export Compliance. Customer will comply with all applicable export-control, sanctions, and trade laws in its use of the Services, and will not use, export, or re-export the Services in violation of those laws.

17.14  Government Customers. The Services and the Documentation are “commercial computer software” and “commercial computer software documentation” within the meaning of FAR 12.212 and DFARS 227.7202. Use, duplication, or disclosure by the United States Government or any agency thereof is subject solely to the terms of the Agreement.

17.15  Counterparts; Electronic Signature. The Agreement may be executed in counterparts, including by electronic signature (such as DocuSign), each of which is deemed an original and all of which together constitute the same instrument.