Terms of Service

These Terms of Service ("Terms") constitute a binding agreement between V01D Technologies, a Delaware corporation ("Execlave," "we," "us," or "our"), and the organization or entity ("Customer," "you," or "your") that registers for or uses the Execlave platform. By accessing or using Execlave, you agree to these Terms on behalf of the Customer organization.

If you do not agree to these Terms, do not use the Service.

1. Definitions

"Service" means the Execlave AI agent governance platform, including the web dashboard, REST and GraphQL APIs, enforcement endpoints, SDKs (JavaScript and Python), CLI tools, processing services, and all related documentation.

"Customer Data" means all data submitted to the Service by or on behalf of Customer, including agent execution traces (inputs, outputs, metadata), policy configurations, prompt versions, compliance reports, audit logs, and agent registration details.

"Authorized Users" means individuals whom Customer permits to access the Service under Customer's organization account, subject to role-based access controls (Owner, Admin, Developer, Viewer).

"Enforcement Endpoint" means the API endpoint that evaluates agent actions against configured policies in real time and returns allow/deny/flag decisions.

"Organization" means the multi-tenant account entity through which Customer accesses the Service, isolated via row-level security at the database layer.

2. Service Description

Execlave provides an AI agent governance platform that enables Customer to:

• Register and manage AI agents with metadata, dependency tracking, and lifecycle controls (including kill switches).
• Define and enforce governance policies across agent operations, including rule-based and semantic (LLM-powered) policy evaluation.
• Capture and analyze execution traces containing agent inputs, outputs, tool calls, and associated metadata.
• Generate compliance evidence mapped to regulatory frameworks including SOC 2, EU AI Act, and ISO 27001.
• Maintain tamper-evident audit logs of all governance-relevant actions with cryptographic hash chaining.
• Detect anomalies in agent behavior using statistical analysis and machine learning.
• Manage prompt versions with approval workflows and deployment controls.

3. Account Terms

3.1 Organization Accounts

Access to Execlave is granted at the organization level. Customer must designate at least one Owner who is responsible for managing Authorized Users, configuring policies, and maintaining the security of the account.

3.2 Authentication

Customer may authenticate via single sign-on (SSO) through our authentication provider (Clerk) or via API keys for programmatic access. Customer is responsible for safeguarding all authentication credentials.

3.3 API Key Management

API keys are prefixed (exe_ for production, exe_test_ for test environments) and are scoped to the Customer's Organization. Customer must:

• Treat API keys as confidential credentials.
• Rotate API keys promptly if compromise is suspected.
• Not share API keys across organizations or embed them in client-side code.
• Configure IP allowlists where supported to restrict key usage.

3.4 Role-Based Access

Customer is responsible for assigning appropriate roles to Authorized Users. The role hierarchy (Owner > Admin > Developer > Viewer) controls access to sensitive operations including policy management, kill switch activation, and billing configuration.

4. Subscription Plans and Billing

4.1 Plans

Execlave is offered under the following plans:

4.2 Payment

Paid subscriptions are billed monthly in advance via Stripe. All fees are non-refundable except as expressly stated in these Terms or required by applicable law.

4.3 Usage Limits

If Customer exceeds the limits of their plan, Execlave may throttle or restrict access to certain features. We will provide reasonable notice before enforcement of usage limits.

4.4 Plan Changes

Upgrades take effect immediately. Downgrades take effect at the end of the current billing period. Data in excess of the lower plan's retention limits will be deleted in accordance with the retention schedule of the new plan.

5. Acceptable Use Policy

Customer agrees not to:

1. Circumvent governance policies. Do not attempt to bypass, disable, or interfere with the Enforcement Endpoint or any policy evaluation mechanisms, except through the designated administrative controls.
2. Abuse enforcement endpoints. Do not send synthetic, malicious, or deliberately malformed requests to enforcement endpoints for the purpose of degrading the Service or manipulating compliance evidence.
3. Tamper with audit logs. Do not attempt to modify, delete, or forge audit log entries. The audit log is append-only by design; any attempt to circumvent this constitutes a material breach.
4. Exceed rate limits deliberately. Do not programmatically circumvent rate limits (100 req/min for control plane, 1,000 req/min for trace ingestion) through key rotation, distributed requests, or other means.
5. Misrepresent compliance status. Do not use Execlave-generated compliance reports in a misleading manner or represent them as independent third-party audits.
6. Violate applicable law. Do not use the Service in any manner that violates applicable laws or regulations, including data protection laws.
7. Reverse engineer. Do not reverse engineer, decompile, or disassemble any portion of the Service, except to the extent expressly permitted by applicable law.
8. Infringe third-party rights. Do not upload or process data through the Service that infringes the intellectual property or privacy rights of any third party.

For the complete Acceptable Use Policy, see our Acceptable Use Policy page.

6. Customer Data Ownership and Licensing

6.1 Customer Owns Customer Data

Customer retains all rights, title, and interest in and to Customer Data. Execlave does not acquire any ownership rights in Customer Data.

6.2 License to Execlave

Customer grants Execlave a limited, non-exclusive license to process Customer Data solely to provide, maintain, and improve the Service, and to comply with applicable law. This license terminates upon deletion of Customer Data in accordance with Section 11.

6.3 Aggregated and Anonymized Data

Execlave may create aggregated, anonymized, and de-identified data derived from Customer's use of the Service ("Aggregated Data"). Aggregated Data will not identify Customer or any individual. Execlave may use Aggregated Data for product improvement, benchmarking, and research purposes.

6.4 Feedback

If Customer provides suggestions, ideas, or feedback about the Service ("Feedback"), Execlave may use such Feedback without restriction or obligation.

7. Third-Party Services

7.1 Sub-Processors

The Service relies on the following third-party services to deliver its functionality:

• Local LLM Service — Semantic classification of agent inputs and outputs is performed using locally deployed LLM models within the Execlave infrastructure. No customer data is transmitted to external AI APIs for evaluation.
• Clerk — Provides authentication and user management services.
• Stripe — Processes subscription payments and manages billing.
• Amazon Web Services (AWS) — Provides cloud infrastructure, including compute, storage, and database hosting.

7.2 Customer Responsibility

Customer acknowledges that the use of third-party services is subject to those providers' respective terms and policies. Execlave will maintain an up-to-date list of sub-processors and will notify Customer of changes in accordance with the Data Processing Agreement.

For a complete list, see our Subprocessors page.

8. Service Level Commitment

8.1 Uptime Target

Execlave commits to 99.9% monthly uptime for the Enforcement Endpoint (the/api/traces policy evaluation path). Uptime is measured as the percentage of minutes in a calendar month during which the Enforcement Endpoint is available and responding to valid requests within acceptable latency.

8.2 Exclusions

The uptime commitment does not apply to:

• Scheduled maintenance windows (announced at least 48 hours in advance).
• Force majeure events.
• Issues caused by Customer's infrastructure, code, or network.
• Features in beta, preview, or free-tier access.
• Outages of third-party sub-processors beyond Execlave's control.

8.3 Service Credits

If monthly uptime falls below the committed level, Customer may request service credits:

Credits must be requested within 30 days of the incident. Credits are applied to future invoices and do not exceed 50% of the monthly fee for the affected month. Service credits are Customer's sole remedy for failure to meet the uptime commitment.

For complete SLA details, see our Service Level Agreement.

9. Intellectual Property

9.1 Execlave IP

Execlave and its licensors own all rights to the Service, including the platform software, APIs, SDKs, documentation, machine learning models, and all improvements and derivative works thereof. Nothing in these Terms transfers ownership of Execlave IP to Customer.

9.2 Open-Source Components

Certain components of the Service may include open-source software. The applicable open-source licenses govern the use of those components.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO EXECLAVE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Exceptions

The limitations in Sections 10.1 and 10.2 do not apply to:

• Either party's indemnification obligations.
• Customer's breach of Section 5 (Acceptable Use Policy).
• Customer's payment obligations.
• Either party's breach of confidentiality obligations.
• Liability that cannot be limited under applicable law.

10.4 Nature of the Service

Customer acknowledges that Execlave provides governance tooling and compliance evidence generation. Execlave does not guarantee that Customer's AI agents are compliant with any particular law or regulation. Customer remains solely responsible for its own regulatory compliance.

11. Term and Termination

11.1 Term

These Terms are effective from the date Customer first accesses the Service and continue until terminated by either party.

11.2 Termination for Convenience

Either party may terminate these Terms at any time with 30 days' written notice. For paid subscriptions, termination takes effect at the end of the current billing period.

11.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure such breach within 30 days of written notice.
• Becomes insolvent, files for bankruptcy, or ceases operations.

11.4 Suspension

Execlave may suspend Customer's access to the Service immediately if:

• Customer's use poses a security risk to the Service or other customers.
• Customer is in material breach of the Acceptable Use Policy.
• Required by law or regulatory order.

11.5 Effect of Termination

Upon termination:

• Data Export. Customer may export Customer Data for up to 30 days following the effective date of termination. Execlave will provide data export in standard formats (JSON, CSV) via the API or dashboard.
• Data Deletion. Execlave will delete all Customer Data within 60 days of the effective date of termination, except where retention is required by law. Upon request, Execlave will provide written confirmation of deletion.
• Surviving Provisions. Sections 6 (Data Ownership), 9 (Intellectual Property), 10 (Limitation of Liability), 12 (Confidentiality), and 14 (Governing Law) survive termination.

12. Confidentiality

12.1 Definition

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential, including Customer Data, Execlave's pricing, technical specifications, and security architecture.

12.2 Obligations

Each party agrees to: (a) protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) use Confidential Information only as necessary to fulfill its obligations under these Terms; and (c) not disclose Confidential Information to third parties except to employees, contractors, and agents who need to know and are bound by confidentiality obligations at least as protective as those herein.

12.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is disclosed pursuant to a legal requirement, provided the disclosing party is given reasonable prior notice.

13. Indemnification

13.1 Execlave Indemnification

Execlave will defend, indemnify, and hold harmless Customer from third-party claims alleging that the Service infringes a third party's intellectual property rights, and will pay any resulting damages or settlement amounts.

13.2 Customer Indemnification

Customer will defend, indemnify, and hold harmless Execlave from third-party claims arising from: (a) Customer Data; (b) Customer's use of the Service in violation of these Terms; or (c) Customer's violation of applicable law.

13.3 Procedure

The indemnified party must: (a) promptly notify the indemnifying party; (b) grant the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

14.2 Jurisdiction

Any dispute arising under these Terms shall be resolved exclusively in the federal or state courts located in Wilmington, Delaware. Both parties consent to personal jurisdiction in those courts.

14.3 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt in good faith to resolve any dispute through informal negotiation for a period of at least 30 days.

15. Changes to These Terms

Execlave may modify these Terms from time to time. We will provide at least 30 days' prior written notice of material changes via email to the Organization Owner and a prominent notice in the Execlave dashboard. Continued use of the Service after the effective date of the revised Terms constitutes acceptance. If Customer does not agree to the revised Terms, Customer may terminate in accordance with Section 11.

16. General Provisions

16.1 Entire Agreement

These Terms, together with any Data Processing Agreement, Service Level Agreement, and Order Forms executed by the parties, constitute the entire agreement between the parties regarding the subject matter hereof.

16.2 Assignment

Neither party may assign these Terms without the other party's prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.

16.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions remain in full force and effect.

16.4 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

16.5 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, war, terrorism, pandemic, government actions, or widespread internet outages.

16.6 Notices

Notices under these Terms must be sent to the email address associated with the Organization Owner's account (for Customer) or to support@execlave.com (for Execlave).

Contact

For questions about these Terms: