PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OR USING THE ARIAS PLATFORM. BY ACCESSING OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE PLATFORM.
1. Definitions
The following terms apply throughout these Terms and Conditions:
“Agreement” means these Terms and Conditions together with any applicable Order Form, Statement of Work, or Master Subscription Agreement executed between Customer and ARIAS AI Inc., a Delaware Corporation (“ARIAS”).
“Agent Specification” means any configuration file, prompt template, workflow definition, tool manifest, policy document, or related artifact that exists within a Customer’s environment and is assessed locally by the Scanner Client. Agent Specifications are never transmitted to the ARIAS Platform.
“Assessment Output” means any certification status, drift score, risk classification, Behavioral Fingerprint record, or related report generated by the Platform based on Behavioral Fingerprint Data.
“Authorized User” means an individual employed by or under contract with Customer who is authorized by Customer to access and use the Platform under Customer’s account.
“Behavioral Fingerprint Data” means structured metadata computed locally by the Scanner Client from Agent Specifications — comprising component scores, drift indicators, risk classifications, and version identifiers — that is transmitted to the Platform for assessment processing.
“CI/CD Gate” means a Platform-enforced control point within a Customer’s software delivery pipeline that blocks or permits deployment progression based on Assessment Output results.
“Customer” means the enterprise organization that has entered into an Agreement with ARIAS to access the Platform.
“Documentation” means technical specifications, user guides, API references, and related materials describing Platform functionality published or provided by ARIAS.
“Intellectual Property Rights” means patents, copyrights, trademarks, trade secrets, database rights, and all other intellectual property rights, whether registered or unregistered.
“Open Source Components” means third-party software components included in the Platform or Scanner Client that are made available under open source license terms.
“Platform” means the ARIAS AI agent governance software and services, including the web-based interface, API, and associated infrastructure operated by ARIAS at www.tryarias.com.
“Scanner Client” means the ARIAS software component deployed within the Customer’s environment that analyzes Agent Specifications locally and computes Behavioral Fingerprint Data for transmission to the Platform.
“Subscription Term” means the period during which Customer is licensed to use the Platform as specified in the applicable Order Form.
2. Acceptance and Eligibility
2.1 By accessing or using the Platform, you represent and warrant that: (a) you are at least 18 years of age; (b) you have the authority to bind the Customer organization to this Agreement; (c) your use of the Platform will comply with all applicable laws and regulations; and (d) all information you provide is accurate and current.
2.2 Customers are responsible for ensuring that all Authorized Users have read and agreed to comply with these Terms.
2.3 Use of the Platform by government entities, regulated industries, or entities subject to specific compliance frameworks (including healthcare, financial services, and critical infrastructure) may be subject to additional terms set forth in the applicable Order Form or addendum.
3. License Grant and Scope of Use
3.1 Grant
Subject to Customer’s compliance with this Agreement and payment of applicable fees, ARIAS grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to:
- Access and use the Platform via the web interface and API for Customer’s internal business purposes
- Deploy and operate the Scanner Client within Customer’s development and CI/CD environments
- Transmit Behavioral Fingerprint Data computed by the Scanner Client to the Platform for pre-deployment assessment
- Configure CI/CD Gates based on Assessment Outputs
- Use and reproduce Assessment Outputs for Customer’s internal governance, audit, and compliance purposes
3.2 Restrictions
Customer shall not, and shall ensure Authorized Users do not:
- License, sublicense, sell, resell, transfer, assign, or commercially exploit the Platform or Assessment Outputs to third parties
- Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform or Scanner Client (except to the extent permitted by applicable law)
- Modify, adapt, or create derivative works based on the Platform, Scanner Client, or underlying assessment methodology
- Use the Platform to assess AI agents on behalf of third parties on a fee-for-service basis without ARIAS’s prior written consent
- Interfere with or disrupt the integrity, performance, or security of the Platform
- Attempt to gain unauthorized access to any component of the Platform or associated systems
- Use the Platform in any manner that violates applicable law or regulation
- Remove or obscure any proprietary notices or marks on or within the Platform
- Benchmark the Platform against third-party products for the purpose of publishing competitive comparisons without ARIAS’s prior written consent
4. Acceptable Use
4.1 Permitted Uses
The Platform is intended solely for pre-deployment assessment of AI agent specifications within Customer’s own internal environments. All use must be lawful, authorized, and in accordance with this Agreement and any applicable Documentation.
4.2 Prohibited Uses
In addition to the restrictions in Section 3.2, Customer shall not use the Platform to:
- Submit Agent Specifications that Customer does not own or have authority to submit for assessment
- Facilitate or enable the deployment of AI agents for unlawful purposes, including violation of applicable AI regulations, civil rights laws, or sector-specific restrictions
- Circumvent or misrepresent assessment outcomes to obtain certifications that do not accurately reflect an agent’s design
- Probe, scan, or test the vulnerability of the Platform or any associated system
- Transmit data containing malicious code, viruses, Trojan horses, or other harmful components
- Engage in any activity that imposes an unreasonable or disproportionate load on Platform infrastructure
- Use automated means to access the Platform in a manner that exceeds reasonable use or violates API rate limits published in the Documentation
4.3 ARIAS reserves the right to suspend access to the Platform if Customer’s use violates this Section 4, pending investigation and resolution, with prompt notice to Customer.
5. Customer Responsibilities
5.1 Account Security
Customer is responsible for: (a) maintaining the confidentiality of account credentials; (b) restricting access to Authorized Users only; (c) promptly notifying ARIAS of any unauthorized access or suspected security breach; and (d) all activity occurring under Customer’s account.
5.2 Scanner Client Deployment and Maintenance
Because the Scanner Client operates within Customer’s own environment and has access to Agent Specifications and pipeline infrastructure, Customer is solely responsible for:
- Deploying the Scanner Client in accordance with ARIAS’s published installation and security guidance
- Restricting Scanner Client access to only the repositories, pipelines, and directories for which assessment is intended
- Maintaining Scanner Client credentials and API keys with appropriate secrecy and access controls
- Keeping the Scanner Client updated to the current version published by ARIAS. Outdated scanner versions may produce inaccurate Behavioral Fingerprint Data, miss new risk categories, or fail to reflect updated assessment logic. ARIAS is not liable for assessment inaccuracies attributable to Customer running an outdated or modified Scanner Client.
- Monitoring the Scanner Client for anomalous behavior within Customer’s environment
- Ensuring that Scanner Client deployment complies with Customer’s internal security policies, change management processes, and any applicable third-party software approval requirements
- Promptly decommissioning Scanner Client instances that are no longer in use or that have been compromised
5.3 Fingerprint Data Accuracy
Customer represents that Agent Specifications analyzed by the Scanner Client accurately reflect the intended design and configuration of the relevant AI agent at the time of scanning. Assessment Outputs are only as reliable as the Behavioral Fingerprint Data derived from those specifications.
5.4 Deployment Decisions
Assessment Outputs, including certification results and drift scores, are inputs to Customer’s governance and risk management processes. Customer retains sole responsibility for all decisions regarding deployment, modification, or discontinuation of AI agents. ARIAS does not make deployment decisions on Customer’s behalf, and Assessment Outputs do not constitute a guarantee regarding the safety, performance, or regulatory compliance of any AI agent.
5.5 Regulatory Compliance
Customer is responsible for determining which laws, regulations, and standards apply to its AI agents and for ensuring that its governance processes — including use of Assessment Outputs — satisfy those requirements. ARIAS will cooperate reasonably with Customer’s compliance needs, including providing documentation about Platform methodology upon request. However, ARIAS makes no representation that use of the Platform satisfies any specific regulatory requirement.
5.6 CI/CD Integration
Where Customer connects the Platform to third-party CI/CD pipelines, Customer is responsible for ensuring integrations are correctly configured and that the operational effects of CI/CD Gate actions are understood and managed within Customer’s environment.
6. Trial and Beta Access
6.1 ARIAS may offer trial or beta access to the Platform or new features at no charge for a defined period. Trial and beta access is provided “AS IS” without warranty, service level commitments, or data retention obligations beyond the trial period.
6.2 ARIAS may discontinue, modify, or restrict trial and beta access at any time without notice. Customer Data created during a trial period may be deleted at the end of the trial unless Customer converts to a paid subscription. ARIAS recommends that Customer export any data it wishes to retain before a trial period expires.
6.3 Notwithstanding the disclaimers in Section 6.1, all restrictions, confidentiality obligations, and intellectual property provisions of this Agreement apply during any trial or beta period.
7. Intellectual Property
7.1 ARIAS Ownership
All Intellectual Property Rights in and to the Platform, including the assessment methodology, Scanner Client software, Behavioral Fingerprint computation methods, scoring algorithms, and Documentation, are and shall remain the exclusive property of ARIAS. Nothing in this Agreement transfers any such rights to Customer.
7.2 Customer Ownership
Customer retains all Intellectual Property Rights in its Agent Specifications. Because Agent Specifications are never transmitted to the Platform, they remain entirely within Customer’s custody and control. Customer grants ARIAS a limited, non-exclusive license to process Behavioral Fingerprint Data solely to the extent necessary to provide the Platform services.
7.3 Assessment Outputs
Assessment Outputs generated from Customer’s Behavioral Fingerprint Data are owned by Customer. ARIAS retains the right to use aggregated, de-identified, and anonymized assessment data across the Platform for improving assessment methodologies and developing new capabilities, subject to Section 7.4.
7.4 No Training on Customer Data
ARIAS will not use Behavioral Fingerprint Data, Assessment Outputs, or other Customer Data to train, fine-tune, benchmark, or develop external AI or machine learning models made available to third parties without Customer’s explicit written consent.
7.5 Open Source Components
The Platform and Scanner Client may include Open Source Components. A list of Open Source Components and their applicable license terms is available in the Documentation at www.tryarias.com/legal/open-source. Nothing in this Agreement limits rights that Customer may have under applicable open source licenses, and nothing grants Customer rights in Open Source Components beyond those provided by the applicable open source licenses.
7.6 Feedback
Customer agrees that ARIAS may use any feedback, suggestions, or feature requests provided by Customer or its Users without restriction or obligation, and that ARIAS shall own all improvements developed based on such feedback.
8. Fees, Billing, and Payment
8.1 Fees. Customer shall pay all fees set out in the applicable Order Form. Unless otherwise stated, all fees are in US dollars and are non-refundable except as expressly provided in this Agreement.
8.2 Payment Processing. Subscription fees are processed through ARIAS’s third-party payment processor. ARIAS does not store, process, or have access to Customer’s credit card numbers, bank account details, or other payment instrument data. By providing payment information, Customer authorizes the payment processor to charge the applicable fees per the Order Form.
8.3 Invoicing and Payment Terms. Undisputed invoices are due within 30 days of the invoice date unless otherwise agreed in writing.
8.4 Late Payment. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. ARIAS reserves the right to suspend Platform access for accounts with overdue balances following reasonable notice.
8.5 Taxes. Fees exclude taxes. Customer is responsible for all applicable sales, use, value-added, withholding, and similar taxes, except taxes on ARIAS’s net income.
8.6 Fee Adjustments. ARIAS may adjust subscription fees upon renewal with at least 60 days’ prior written notice.
9. Confidentiality
9.1 Each party may receive confidential information of the other in connection with this Agreement. Confidential information includes: for ARIAS, the Platform, assessment methodology, pricing, and business plans; for Customer, Behavioral Fingerprint Data, Assessment Outputs, and business information.
9.2 The Receiving Party shall: (a) keep the Disclosing Party’s confidential information strictly confidential; (b) use it only for the purposes of this Agreement; and (c) restrict access to personnel with a need to know who are bound by equivalent obligations.
9.3 Exceptions apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was already known before disclosure; (c) is independently developed without reference to confidential information; or (d) is required to be disclosed by law, with prompt notice given where permitted.
9.4 Confidentiality obligations survive termination for three years, except for trade secrets, which are protected indefinitely under applicable law.
10. Service Levels, Support, and Audit
10.1 Availability. ARIAS targets Platform availability of 99.5% measured monthly, excluding scheduled maintenance and circumstances beyond ARIAS’s reasonable control. Specific availability commitments and any associated credits are set out in the applicable Order Form or Service Level Agreement.
10.2 Scheduled Maintenance. ARIAS will provide at least 48 hours’ advance notice of scheduled maintenance that may affect Platform availability and will endeavor to schedule maintenance during off-peak hours.
10.3 Support. Technical support is provided in accordance with the support tier selected in the applicable Order Form. ARIAS may update support service descriptions with reasonable prior notice.
10.4 API Usage. Customer’s use of the Platform API is subject to rate limits set out in the Documentation. ARIAS reserves the right to throttle or temporarily suspend API access if Customer’s usage materially exceeds documented limits or adversely affects Platform performance for other customers, with prompt notice to Customer.
10.5 Security Information. Upon reasonable written request, ARIAS will provide Customer with available documentation regarding its security practices and controls relevant to the Platform. ARIAS will cooperate reasonably with Customer’s information security due diligence processes.
11. Warranties and Disclaimers
11.1 ARIAS Warranties
ARIAS warrants that: (a) it has the right and authority to enter into this Agreement; (b) the Platform will perform materially in accordance with the Documentation during the Subscription Term; and (c) it will implement and maintain reasonable security measures as described in the Privacy Statement.
11.2 Customer Warranties
Customer warrants that: (a) it has authority to transmit Behavioral Fingerprint Data to the Platform and grant ARIAS rights to process it; (b) use of Customer Data by ARIAS per this Agreement will not violate applicable law or third-party rights; and (c) Customer’s use of the Platform and Scanner Client will comply with all applicable laws.
11.3 Disclaimer
EXCEPT AS SET OUT IN SECTION 11.1, THE PLATFORM AND ALL ASSESSMENT OUTPUTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARIAS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ARIAS DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ASSESSMENT OUTPUTS WILL IDENTIFY ALL RISKS ASSOCIATED WITH ANY AI AGENT.
11.4 No Compliance Guarantee
Certification or positive assessment results do not constitute legal advice, regulatory compliance certification, or a guarantee that an AI agent complies with any specific law, regulation, or standard. Customer is solely responsible for obtaining independent legal and compliance advice as appropriate.
12. Limitation of Liability
12.1 NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12.3 Nothing limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) a party’s indemnification obligations; or (d) any other liability that cannot be limited under applicable law.
12.4 The parties acknowledge that the limitations in this Section reflect a reasonable allocation of risk and form an essential basis of the bargain, without which ARIAS would not have entered into this Agreement.
13. Indemnification
13.1 ARIAS will defend Customer against third-party claims alleging that the Platform, as provided and used in accordance with this Agreement, infringes a third party’s Intellectual Property Rights, and will indemnify Customer against damages awarded or agreed in settlement, provided Customer promptly notifies ARIAS, grants ARIAS sole control of the defense, and reasonably cooperates.
13.2 Customer will defend and indemnify ARIAS against third-party claims arising from: (a) Customer’s breach of this Agreement; (b) Customer’s deployment or operation of AI agents; (c) misconfiguration or unauthorized modification of the Scanner Client; or (d) Customer’s violation of applicable law.
13.3 ARIAS’s indemnification obligation does not apply to claims arising from Customer’s modifications to the Platform or Scanner Client, use in combination with products not provided by ARIAS, or failure to implement updates provided by ARIAS.
14. Insurance
During the Subscription Term, each party shall maintain, at its own expense, commercially reasonable insurance coverage appropriate to its obligations under this Agreement, including: (a) commercial general liability insurance; (b) professional liability / errors and omissions insurance; and (c) cyber liability and data breach insurance. Upon written request, either party will provide the other with certificates of insurance evidencing such coverage.
15. Publicity and References
15.1 Neither party shall issue any press release or public statement mentioning the other party by name without the other’s prior written approval.
15.2 Subject to Customer’s prior written consent (which shall not be unreasonably withheld), ARIAS may identify Customer as a customer of ARIAS and use Customer’s name and logo in ARIAS’s marketing materials, website, investor presentations, and case studies. Customer may revoke this consent at any time on written notice, after which ARIAS will discontinue new uses of Customer’s name and logo within 30 days.
16. Term and Termination
16.1 This Agreement commences on the Order Form execution date and continues for the initial Subscription Term. It auto-renews for successive equal periods unless either party provides 30 days’ written non-renewal notice before the end of the then-current term.
16.2 Either party may terminate upon written notice if the other materially breaches and fails to cure within 30 days of written notice, or becomes insolvent or subject to bankruptcy proceedings.
16.3 Unless otherwise agreed, either party may terminate without cause on 60 days’ written notice. Fees paid for the remaining Subscription Term are non-refundable except where ARIAS terminates without cause.
16.4 Upon termination: (a) all licenses cease; (b) each party returns or securely deletes the other’s confidential information; (c) ARIAS makes Customer Data available for export for 30 days; and (d) all accrued payment obligations survive. Sections 7, 9, 11.3, 12, 13, 16.4, and 17 survive termination.
17. General Provisions
17.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, United States, without regard to conflict of law provisions. The UN Convention on Contracts for the International Sale of Goods does not apply.
17.2 Dispute Resolution. The parties will attempt to resolve disputes through good-faith negotiation for 30 days before initiating formal proceedings. Unresolved disputes shall be submitted to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association, with proceedings in English in Delaware, unless either party seeks equitable relief.
17.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and representations.
17.4 Order of Precedence. In the event of conflict: (1) any signed Master Subscription Agreement; (2) applicable Order Form; (3) these Terms and Conditions; and (4) any incorporated Documentation or policies.
17.5 Amendments. For paid subscriptions, material changes require written agreement or take effect at the next renewal following 60 days’ notice.
17.6 Waiver and Severability. Failure to enforce any provision is not a waiver. If any provision is found unenforceable, it will be modified to the minimum extent necessary, and remaining provisions continue in full force.
17.7 Assignment. Neither party may assign this Agreement without prior written consent, except ARIAS may assign in connection with a merger, acquisition, or asset sale upon written notice. Unauthorized assignment is void.
17.8 Non-Solicitation. During the Subscription Term and for twelve months thereafter, neither party shall, without the other’s prior written consent, directly solicit for employment any individual who is employed by the other party and with whom the soliciting party had direct contact through the performance of this Agreement. General job postings not targeted at specific individuals are not restricted by this clause.
17.9 Force Majeure. Neither party is liable for failure or delay resulting from circumstances beyond its reasonable control, provided the affected party promptly notifies the other and uses reasonable efforts to mitigate.
17.10 Notices. Notices must be in writing, delivered by email (with confirmation of receipt) or nationally recognized courier to addresses in the applicable Order Form. Notices to ARIAS: legal@tryarias.com.
17.11 Relationship of Parties. The parties are independent contractors. Nothing herein creates a partnership, joint venture, agency, franchise, or employment relationship.
17.12 Export Compliance. Customer shall comply with all applicable export control and sanctions laws and shall not access the Platform from a jurisdiction subject to comprehensive US sanctions without authorization.
17.13 Electronic Signatures. This Agreement may be executed in counterparts, and electronic signatures are equivalent to original signatures.
Questions about these Terms? Contact us at legal@tryarias.com
ARIAS AI Inc., a Delaware Corporation | Control Plane for AI Agents