Terms of Service

These Terms of Service (the "Terms") are a binding agreement between Sernixa, Inc. ("Sernixa," "we," "us," or "our") and the person or organization that accesses or uses the Services ("Customer" or "you"). If an order form identifies a different Sernixa contracting entity, that entity replaces Sernixa, Inc. for that order form.

By creating an account, accepting an order form, installing or using a Sernixa SDK or local agent, or otherwise accessing the Services, you accept these Terms and acknowledge the Privacy Policy. If you act for an organization, you represent that you have authority to bind it. If you do not agree, do not use the Services.

You must be at least 18 years old and legally able to enter into this agreement. The Services are intended for business, professional, and developer use, not personal or household use.

"Services" means Sernixa websites, hosted governance and control-plane features, APIs, SDKs, command-line tools, local agents, documentation, support, and related software made available by Sernixa. "Authorized User" means a person Customer permits to use the Services. "Customer Data" means data, content, configurations, instructions, and records submitted to or generated through the Services for Customer.

"Governed Action" means an action submitted for validation, policy evaluation, approval routing, delegation verification, audit capture, evidence generation, or related governance. "Order Form" includes a signed order, online checkout, plan selection, statement of work, or other written ordering document accepted by both parties.

Sernixa provides governance software for agentic and automation workflows. Features may include policy evaluation, approvals, Approval Memory, Counterfactual Twin evidence, Blast Radius Preview, delegation controls, FinOps and DLP controls, agent or MCP discovery, audit export, and framework adapters.

• -Sernixa evaluates, records, routes, or displays proposed actions; Customer runtimes, agents, tools, and SDKs remain responsible for executing business logic and side effects.
• -Discovery observations are not enrollment or verification, enrollment is an inventory record, and a successful accepted sync is separate operational evidence.
• -Under standard policy, high and critical risk actions are designed for human review and are not eligible for auto-approval. Customer remains responsible for testing its configuration.
• -Feature availability, limits, support, deployment model, and service levels depend on the applicable plan or Order Form.

• -Provide accurate account and organization information and keep it current.
• -Protect sign-in sessions, API keys, signing secrets, local-agent credentials, and integration credentials. Promptly report suspected compromise to support@sernixa.com.
• -Organization administrators may invite or remove users, assign roles, connect integrations, select plans, configure policies, and access Customer Data for their organization.
• -Customer is responsible for Authorized Users and for promptly removing access that is no longer appropriate.

Sernixa may rely on instructions from an organization administrator as authorized by Customer. If control of an account or organization is disputed, we may pause changes while we reasonably verify authority.

During the subscription or authorized evaluation period, Sernixa grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right for Authorized Users to access and use the Services for Customer’s internal business purposes, subject to these Terms and the applicable Order Form.

Open-source components are governed by their stated licenses. If an open-source license conflicts with these Terms for that component, the open-source license controls. No other rights are granted by implication.

As between the parties, Customer retains its rights in Customer Data. Customer grants Sernixa and its service providers a limited right to host, copy, transmit, display, and otherwise process Customer Data only as needed to provide, secure, support, and improve the reliability of the Services, follow Customer instructions, and comply with law.

• -Customer is responsible for the legality, accuracy, and quality of Customer Data and for providing any required notices or obtaining any required permissions.
• -Customer should minimize personal, confidential, regulated, and secret data submitted in prompts, action context, evidence, logs, or integration payloads.
• -Sernixa does not acquire ownership of Customer Data and will not use Customer content to train a general-purpose AI model unless that use is expressly disclosed and authorized in a separate written agreement.
• -Sernixa may create aggregated or de-identified service statistics that are not reasonably capable of identifying Customer or an individual and may use those statistics to operate, secure, and improve the Services.

Customer and Authorized Users must not use the Services to:

• -Violate law, sanctions, export controls, privacy rights, intellectual-property rights, or an agreement binding on Customer.
• -Submit malware, exploit code, unlawfully obtained credentials, or content intended to harm, deceive, harass, or facilitate unauthorized access.
• -Bypass usage limits, authorization checks, approval gates, security controls, or audit protections, or misrepresent evidence or identity.
• -Probe, scan, or test systems without authorization; disrupt the Services; or access another customer’s data.
• -Reverse engineer or copy non-open-source portions of the Services except where applicable law expressly permits it.
• -Use the Services as the sole control for decisions that create a material risk of death, physical injury, denial of essential services, or unlawful discrimination.
• -Process children’s data, special-category data, health data, biometric identifiers, payment-card data, or other highly regulated data unless the use is lawful and the applicable Order Form expressly supports it.

We may investigate suspected violations and take proportionate action, including limiting a feature or suspending affected access. Where reasonably possible, we will notify Customer and allow an opportunity to cure.

The Services may inspect, normalize, evaluate, simulate, or display outputs from models, tools, MCP servers, or agent runtimes. Those outputs may be inaccurate, incomplete, biased, or unsafe and must be treated as untrusted proposals until Customer’s required validation and review are complete.

Sernixa evidence and policy results are decision support, not legal, financial, medical, compliance, or security advice. Customer decides whether and how to act, must maintain meaningful human oversight for consequential uses, and is responsible for outcomes in systems it controls.

The Privacy Policy explains how Sernixa processes personal information. Where Sernixa processes personal data on Customer’s behalf, the parties may enter into a data processing agreement. An Order Form or data processing agreement may add deployment, security, residency, or regulated-data terms.

Sernixa uses reasonable administrative, technical, and organizational safeguards appropriate to the Services. Features may include role checks, signed request envelopes, replay resistance, scoped credentials, audit trails, and hash-chain verification. No service can guarantee absolute security, and Customer must configure identity, endpoint, network, key-management, backup, and recovery controls appropriate to its use.

The Services may interoperate with customer-selected identity providers, collaboration tools, model providers, cloud platforms, registries, databases, observability systems, and other third-party products. Customer authorizes Sernixa to exchange the data needed for each enabled integration.

Third-party products are governed by their own terms and privacy practices. Sernixa is not responsible for third-party products, changes, outages, or Customer instructions sent to them, but remains responsible for its own obligations when using a service provider on Sernixa’s behalf.

Each party may receive non-public information that a reasonable person would understand to be confidential. The receiving party will use it only to perform or exercise rights under the agreement, protect it with at least reasonable care, and disclose it only to personnel and service providers who need it and are bound by confidentiality duties.

Confidential information does not include information that the receiving party can show was lawfully known without restriction, independently developed, lawfully received from another source, or made public without breach. A party compelled by law to disclose confidential information will, where legally permitted, give prompt notice and reasonable assistance.

Sernixa and its licensors retain all rights in the Services, documentation, designs, software, models, methods, and improvements, excluding Customer Data and open-source components. Customer may provide feedback voluntarily. Sernixa may use feedback without restriction or payment, but will not identify Customer publicly as its source without permission.

Plan pricing, currency, billing interval, included usage, renewal date, and cancellation terms are shown at checkout or in the applicable Order Form. Customer authorizes the stated payment processor to charge the selected payment method. Except where law or the Order Form requires otherwise, fees are non-refundable and taxes are Customer’s responsibility.

• -A free plan does not require payment and may have lower limits and retention.
• -A paid subscription renews only as disclosed at checkout or in the Order Form. Sernixa will not add an undisclosed auto-renewal term through these Terms alone.
• -Usage above included limits may be blocked or charged only if the pricing surface or Order Form states the applicable overage rule.
• -Sernixa will give reasonable advance notice of a price increase for a renewing online subscription. The increase applies no earlier than the next renewal unless Customer agrees otherwise.
• -If payment is overdue, Sernixa may suspend paid features after notice and a reasonable opportunity to cure, except where fraud or payment risk requires faster action.

Trials, evaluations, local demos, and alpha, beta, preview, or experimental features may be changed or discontinued and may be less reliable than generally available features. They are provided for evaluation unless an Order Form says otherwise and should not be used for production-critical or regulated workloads without written approval.

We may improve or change the Services. We will not materially reduce the core functionality of a paid subscription during its current term without a reasonable substitute, migration path, credit, or termination right, unless the change is required for security or law. Any service level or support commitment applies only if stated in an Order Form.

Customer may stop using a free plan at any time and may cancel a paid subscription as described at checkout or in the Order Form. Either party may terminate for a material breach that is not cured within 30 days after written notice. A party may terminate immediately if the other becomes insolvent or if continued performance would violate law.

Sernixa may suspend only the access reasonably necessary to address a security threat, unlawful use, material acceptable-use violation, or overdue payment. Where practicable, we will provide notice, explain the reason, and restore access after the issue is resolved.

When the agreement ends, Customer’s right to use the hosted Services ends. On request made before termination or within 30 days afterward, Sernixa will make a commercially reasonable export of Customer Data available if the applicable feature or Order Form supports export and law does not prohibit it. Customer should export needed evidence before closing a workspace.

After the applicable retrieval period, Sernixa may delete or de-identify Customer Data under the Privacy Policy, subject to backup cycles, security records, legal holds, and records Sernixa must retain by law. Sections that by their nature should survive—including payment obligations, confidentiality, ownership, disclaimers, liability limits, dispute terms, and general provisions—will survive.

Each party warrants that it has authority to enter into the agreement. Sernixa warrants that paid Services will perform materially in accordance with the applicable documentation during the subscription term. Customer’s exclusive remedy for a verified breach of that warranty is re-performance or, if Sernixa cannot materially correct the issue, termination and a pro-rated refund of prepaid fees for the unused period.

Except for the express warranty above and to the maximum extent permitted by law, the Services are provided "as is" and "as available." Sernixa disclaims implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted operation, and error-free results. These disclaimers do not limit rights that cannot lawfully be waived.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or data, arising from the agreement, even if advised that such loss was possible.

Except for excluded claims, each party’s total liability arising from the agreement will not exceed the fees Customer paid or owed for the Services during the 12 months before the event giving rise to liability; for a free plan, the cap is USD 100. The cap and excluded-damages rule do not apply to fraud, willful misconduct, gross negligence, infringement or misappropriation of the other party’s intellectual property, breach of confidentiality, Customer’s payment obligations, or liability that cannot be limited by law.

Customer will defend Sernixa from a third-party claim arising from Customer Data, Customer’s unlawful or unauthorized use of the Services, or Customer’s material breach of the Acceptable Use section, and will pay resulting final judgments or approved settlements. Sernixa will promptly notify Customer, give Customer control of the defense, and provide reasonable cooperation. Customer may not settle a claim in a way that admits fault by or imposes a non-monetary obligation on Sernixa without consent.

Any Sernixa obligation to defend an intellectual-property claim will be stated in the applicable Order Form. Nothing in this section requires a customer to indemnify Sernixa for Sernixa’s own breach, negligence, willful misconduct, or unlawful processing.

Before filing a formal claim, each party will give written notice describing the dispute and allow 30 days for good-faith resolution, unless urgent injunctive relief is reasonably necessary. The governing law and exclusive venue, if any, are those stated in the Order Form. If no Order Form states them, applicable conflict-of-law rules and the jurisdiction of a competent court will determine them. These Terms do not create mandatory arbitration or waive a class remedy unless a separate written agreement expressly says so, and they do not limit mandatory rights under applicable law.

We may update these Terms to reflect changes in the Services, law, or risk. We will post the updated version and its date. For a materially adverse change during a paid term, we will provide reasonable advance notice through the Service or by email, and the change will apply at the next renewal unless it is required sooner for law or security. If Customer objects, Customer may stop using a free plan or use any cancellation right stated in the Order Form.

An Order Form controls over these Terms for the subject it specifically addresses; a data processing agreement controls for personal-data processing; these Terms control over general documentation. Neither party may assign the agreement without the other’s consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the assignee assumes the obligations. Customer may not assign to a direct competitor of Sernixa without consent.

Neither party is liable for delay caused by events beyond its reasonable control, excluding payment obligations. The parties are independent contractors. Failure to enforce a term is not a waiver. If a term is unenforceable, it will be narrowed only as needed and the remainder stays effective. Notices may be delivered to the account or Order Form contact. These Terms and incorporated documents are the entire agreement about the Services unless an Order Form states otherwise.

Questions or legal notices about these Terms may be sent to Sernixa, Inc. at contact@sernixa.com. Account, security, or billing support may be sent to support@sernixa.com. Please include the organization name and enough detail for us to route the request safely; do not email passwords, raw API keys, payment-card data, or other secrets.