Terms & Conditions

1.1. These Terms & Conditions ("Terms") bind you ("Customer", "you") and Cyphra LLC ("Cyphra", "we", "us"), organised under New Jersey, USA law, registered at 31 Gloucester Road, Summit, NJ 07901, USA.

1.2. These Terms, with the documents incorporated by reference in Section 1.4, govern your use of the Services. You accept them by creating an account, placing an Order through the Billing Portal, or using the Platform. If you accept for an organisation, you warrant you may bind it.

1.3. Defined terms have the meanings given in Section 2.

1.4. Incorporated by reference: our Acceptable Use Policy; Service Level Agreement ("SLA"); Data Processing Addendum ("DPA") where applicable; Privacy Policy; and Refund & Cancellation Policy. On conflict, these Terms prevail unless an incorporated document states otherwise.

2.1. Platform means the overall service operated by Cyphra, comprising managed Agent Instances and the interfaces below. Services means the managed hosting, operation, and support of the Platform under an Order.

2.2. Agent Instance means the managed cloud instance of an AI agent runtime (compute and storage) provisioned, patched, and operated by Cyphra.

2.3. Web Interface means Cyphra's browser chat interface, including the same interface used through a mobile browser. Control Panel means the interface for managing your Agent Instance (start/stop, resources, files, console). Billing Portal means the web portal for Plans, Orders, invoices, and payments.

2.4. Customer Content means prompts, uploads, agent memory and configuration, and AI outputs stored in your Agent Instance. Customer Data means your account and billing data.

2.5. Order means an order for a Plan placed through the Billing Portal. Plan is a subscription tier defining your Agent Instance's resources, features, and fees.

2.6. Service Credits are SLA credits for unmet service levels. Effective Date is when you first accept these Terms or place an Order, whichever is earlier. Documentation means the guides, release notes, and specifications Cyphra provides.

3.1. You must be at least 13 to create an account. If you are in the EEA or UK and the law requires a higher minimum age for data-processing consent (up to 16), you must meet that age. If under 18, you may use the Services only with a parent or guardian's consent, and they must accept these Terms for you. The Services are not directed at children under 13. In the United States, accounts for children under 13 are not permitted, and any information collected from users under 13 is handled in accordance with COPPA (16 C.F.R. Part 312).

3.2. You represent that you are not (a) in, organised in, or a resident of a comprehensively sanctioned or embargoed region, or (b) on any restricted-party or sanctions list, and will not provide the Services to such persons or regions. See Section 19.

4.1. Provide accurate, current, and complete account information and keep it so. We may suspend your account for materially inaccurate information (after notice under Section 11).

4.2. Safeguard your credentials, API keys, and tokens; you are responsible for all activity under your account. Notify [email protected] promptly of suspected unauthorised access.

4.3. You are responsible for anyone you authorise to use your Agent Instance, Web Interface, or Control Panel ("Authorised Users"), including their compliance with these Terms and the Acceptable Use Policy, and for revoking access. Do not share credentials between unrelated parties or resell access except as your Plan permits.

5.1. What is included. Each managed Agent Instance includes compute and storage provisioned and patched by Cyphra; the Web Interface (including mobile browsers); the Control Panel; Billing Portal access; model inference via Cyphra-provided model access or BYOK (Section 7); and SLA support. Infrastructure runs in the United States behind a global CDN/security edge with TLS in transit.

5.2. Plans and Orders. The Billing Portal presents Plans, features, and fees. Your Order forms when Cyphra accepts payment or activates your Agent Instance, at our discretion, entitling you to the Services under the selected Plan for the stated term.

5.3. Plan changes. You may upgrade or downgrade through the Billing Portal. Upgrades take effect on payment (possibly pro-rated); downgrades the next billing period unless we agree otherwise. Refunds follow our Refund & Cancellation Policy.

5.4. Modification of the Platform. We may modify, update, and improve the Platform and Services. Non-material changes (bug fixes, UI refinements, operational improvements) may deploy without individual notice and are described in Documentation or release notes. If a change materially reduces your Plan's core functionality or adversely affects your Agent Instance, we give 30 days' notice through the Billing Portal, email, or Control Panel, and you may cancel before it takes effect without penalty.

5.5. We may discontinue a Plan or the Services only on at least 60 days' notice, except where law, security, or third-party infrastructure providers require sooner; notice is then given as soon as practicable.

5.6. Security. Cyphra maintains administrative, technical, and physical safeguards reasonably designed to protect Customer Content and Data, consistent with applicable data-security law, including the reasonable-safeguards standard of New York's SHIELD Act where personal information of New York residents is involved. TLS protects data in transit (Section 5.1); encryption at rest protects BYOK keys (Section 7.2).

6.1. Ownership. You retain all right, title, and interest in Customer Content; nothing here transfers it to Cyphra.

6.2. License to Cyphra. You grant Cyphra a limited, non-exclusive, royalty-free licence to host, store, reproduce (as technically necessary), process, and transmit Customer Content strictly to provide, operate, secure, back up, and support the Services, and to comply with law. It ends on deletion under Section 12, except backups pending purge (Section 12.2).

6.3. No training. Cyphra does not train models on Customer Content; it is not used to develop, fine-tune, or improve any model, and we do not sell or share it for those purposes.

6.4. Your responsibility. You are solely responsible for Customer Content — its legality, accuracy, appropriateness — and for how you use AI outputs. You warrant you have all rights and permissions needed for Cyphra to host and process it.

6.5. AI outputs. AI outputs may be inaccurate or misleading; review them before relying on them (see Sections 13.3–13.5 and our AI & Model Provider Disclosures document).

6.6. Export. You may export Customer Content through the Web Interface where features allow; Section 12 governs post-termination handling.

7.1. Cyphra-provided model access. Where your Plan includes Cyphra-provided model access, we route inference to upstream model providers under agreements with them; prompts and outputs sent that way are processed by those providers under their own terms and policies. Our AI & Model Provider Disclosures document describes how model access and processing work, including provider retention practices; our Subprocessor List names current providers.

7.2. BYOK. Where you supply your own model provider API keys ("BYOK"): (a) keys are encrypted at rest, never logged, and remain your property; (b) you are responsible for provider-side usage and charges billed to you; (c) you are responsible for the provider's terms, acceptable-use rules, and data policies, and any violation of them; (d) Cyphra does not warrant the availability, quality, or outputs of any BYOK provider.

7.3. Model availability. Availability through either route may change (e.g., when a provider retires a model); material reductions under a Cyphra-provided Plan follow Section 5.4.

8.1. The Services interoperate with third-party services: upstream model providers (for Cyphra-provided model access); the payment gateway hosting Billing Portal checkout (Cyphra never stores card numbers — the gateway processes all card data); and integrations, APIs, or model providers you connect ("Customer-Provided Integrations").

8.2. Third-party services are governed by their own terms, which you may need to accept directly; use is at your own risk. Cyphra makes no warranty for them and is not liable for their acts, omissions, availability, or changes, except where one is our subprocessor on our instructions under the DPA.

8.3. Where a third party's terms require us to pass obligations through to you (e.g., model provider use restrictions), you agree to comply.

9.1. Fees. You pay your Plan's fees stated in the Billing Portal at checkout, plus taxes (Section 9.3). Fees are due in advance each period unless the Order states otherwise. We may change fees for future renewal periods with 30 days' notice (Section 10.2).

9.2. Invoices and payment. Invoices issue through the Billing Portal. Card payments run through a third-party gateway at gateway-hosted checkout; Cyphra never stores card numbers. Keep a valid payment method on file.

9.3. Taxes. Fees exclude taxes unless stated otherwise. You are responsible for all applicable sales, use, VAT, GST, withholding, and similar taxes on your Orders, excluding taxes on Cyphra's income. Cyphra may collect state and local sales tax, including New York and New Jersey sales and use tax where subscriptions are taxable; where collected, it appears as a separate invoice line.

9.4. Late amounts. We never charge interest or penalty rates on overdue amounts. If an amount remains unpaid after its due date, we apply the Section 11 ladder: (a) written notice; (b) suspension after the cure period; (c) where a fixed administrative fee for reinstatement applies, it is disclosed at checkout before you order — fixed only, never interest.

9.5. Chargebacks. If you believe a charge is wrong, contact [email protected] first — most billing issues are resolved faster with us (see our Refund & Cancellation Policy). You always have the right to dispute a charge with your card issuer; asking you to contact us first does not waive that right. If you file a chargeback without contacting us first, we may suspend the affected Services until the dispute is resolved. Where a dispute is resolved in our favour or withdrawn, we may reinstate suspended Services after payment of the disputed amount and any fixed administrative fee. We may suspend during an unresolved dispute over unpaid fees, on notice under Section 11.

10.1. Auto-renewal. Unless you cancel, your subscription renews automatically at each period's end for a like period, at then-current fees. Before purchase, the Billing Portal clearly and conspicuously discloses the auto-renewal, renewal period, and price; you affirmatively consent when ordering. Cancellation is easy, online, and anytime via the Billing Portal (Section 10.3) — no phone call required. For Plans with a commitment of one year or longer, we email a renewal reminder no less than 15 and no more than 30 days before each renewal (see our Refund & Cancellation Policy). These practices apply to all Customers regardless of where they live; where state automatic-renewal or negative-option laws (such as New York's, for New York customers) or the federal Restore Online Shoppers' Confidence Act (ROSCA) impose additional requirements, we also meet those for the Customers they cover.

10.2. Fee changes on renewal. We will give at least 30 days' advance notice by email or through the Billing Portal of renewal fee changes, and you may cancel before the renewal takes effect.

10.3. Cancellation. You may cancel anytime via the Billing Portal, effective at the end of the current billing period; access continues until then. Partial periods are not pro-rated except per our Refund & Cancellation Policy (7-day window; trial terms). Cancellation stops renewals but not amounts already due, and does not delete Customer Content — Section 12 governs post-termination.

11.1. Ladder for AUP breaches and nonpayment. Except in a security emergency, if you breach these Terms (including the Acceptable Use Policy) or fail to pay amounts due, we follow this ladder: (a) notice describing the breach; (b) cure period of at least 5 days (or as stated, if longer); (c) suspension if uncured or unpaid; (d) termination if still uncured after suspension and further notice.

11.2. Immediate suspension. We may suspend immediately, with notice as soon as practicable, to respond to a security incident or attack; prevent imminent harm to the Platform, other customers, or third parties; comply with law, a regulator, or court order; or stop serious Acceptable Use Policy violations.

11.3. Termination by Cyphra. We may terminate for material breach uncured after the process above, or immediately if cure is not legally possible (e.g., sanctions prohibitions or unlawful content).

11.4. Termination by you. You may cancel anytime under Section 10.3, or terminate for our material breach by written notice to [email protected] if uncured within 30 days.

11.5. During suspension, your Agent Instance may be stopped; Customer Content is retained (subject to Section 12) and restored on reinstatement.

12.1. On termination or expiry: access ends; export Customer Content promptly; and, subject to Sections 12.2–12.3, we delete it within 30 days.

12.2. Backups. Backups containing Customer Content are purged within 14 days of the last backup cycle after the Section 12.1 deletion. Backups are for disaster recovery, not export.

12.3. We may retain Customer Data and Customer Content as required by law, for accounting or dispute resolution, or in backups pending purge — only as long as necessary, protected per the Privacy Policy and DPA — plus anonymised or aggregated data.

12.4. Survival. Sections 6 (licences granted), 9 (accrued fees), 12–17, 19 (ongoing obligations), and 20 survive, with any provision that should survive by its nature.

13.1. SLA. We will provide the Services in material conformance with the SLA, including the 99.5% availability target; Service Credits are your sole remedy for downtime or unmet service levels (Section 21).

13.2. AS-IS otherwise. Except as stated in these Terms and the SLA, the Services are provided "as is" and "as available", and Cyphra disclaims all other warranties, express, implied, or statutory (merchantability, fitness for purpose, non-infringement). We do not warrant uninterrupted, error-free, or secure operation. Beta, preview, or experimental features carry no SLA commitments or Service Credits and may change or end anytime. Some jurisdictions, including New Jersey, limit the extent to which warranties may be disclaimed, particularly in consumer transactions; nothing here disclaims any warranty where doing so is not permitted by law.

13.3. AI outputs. AI outputs may be inaccurate, incomplete, or out of date, and may not reflect your intent; they are not Cyphra's views. Do not rely on them as a sole source of truth.

13.4. Not professional advice. The Services and AI outputs are not legal, financial, medical, tax, or other professional advice; obtain qualified advice before acting on outputs.

13.5. Users interact with an AI system when using the Platform; that transparency is presented in our AI & Model Provider Disclosures document.

14.1. Cap. To the maximum extent permitted by law, each party's total aggregate liability under these Terms is capped at the fees you paid in the 12 months before the event giving rise to the claim (or, if earlier, the fees paid to date).

14.2. Exclusion of indirect damages. Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, revenue, data (except loss caused by breach of Section 12's deletion obligations), or goodwill, even if advised of the possibility or if a remedy fails.

14.3. Interaction with indemnity. Except per Section 14.4, the Section 14.1 cap covers all liability under these Terms, including each party's Section 15 indemnities: aggregate liability under indemnities and other claims does not exceed it.

14.4. Carve-outs. Nothing here limits liability for: (a) gross negligence or willful misconduct; (b) fees already due; (c) Cyphra's Section 15.2 indemnity where caused by Cyphra's gross negligence or willful misconduct; (d) liability that cannot lawfully be limited under the State of New Jersey, without regard to conflict-of-laws principles or other applicable law, including non-waivable statutory consumer rights.

14.5. These limits apply to the fullest extent permitted by law, regardless of the form of action.

15.1. Customer indemnity. You will defend and indemnify Cyphra against third-party claims, paying damages finally awarded or settled, for: (a) Customer Content, including claims it infringes rights or is unlawful; (b) your or your Authorised Users' breach of these Terms or the Acceptable Use Policy; (c) BYOK or Customer-Provided Integrations used in violation of provider policies (Section 7.2(c)).

15.2. Cyphra indemnity. Cyphra will defend and indemnify you against third-party claims that the unmodified Services, as provided and used per these Terms and Documentation, infringe third-party IP rights, paying damages finally awarded or settled.

15.3. Exclusions. Cyphra has no Section 15.2 obligation for claims arising from: (a) modifications by anyone other than Cyphra; (b) combinations with products, data, or integrations not provided or approved by Cyphra, where the claim would not arise but for the combination; (c) use violating these Terms or Documentation; (d) AI outputs themselves (Sections 7, 13.3).

15.4. Control of defence. The indemnified party must promptly notify the indemnifying party (late notice relieves the indemnitor only to the extent materially prejudiced), grant it sole control of defence and settlement (no settlement imposing non-monetary obligations on, or admitting fault of, the indemnified party without its consent), and cooperate at the indemnitor's expense; the indemnified party may join with its own counsel at its cost. For an actual or likely infringement claim, Cyphra may procure continued-use rights, replace the component, or terminate the affected Services and refund prepaid unused fees — with Section 15.2, Cyphra's entire liability for such claims.

16.1. Cyphra IP. Cyphra and its licensors retain all right, title, and interest in the Platform, the agent runtime, the Web Interface, Control Panel, Billing Portal, Documentation, and related software, designs, and trademarks ("Platform IP"); nothing here transfers it.

16.2. Licence to you. Subject to your compliance and payment, Cyphra grants you a non-exclusive, non-transferable, revocable licence during your subscription term to use the Services and Documentation under your Plan — no other rights.

16.3. Feedback. If you send feedback or suggestions, you grant Cyphra a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate them into the Platform and Services.

16.4. DMCA. We respond to alleged copyright infringement under the DMCA (17 U.S.C. § 512). Send notices to our designated agent at [email protected] (attention: Copyright Agent, Cyphra LLC) with the statutory elements; repeat infringers' accounts are terminated.

17.1. "Confidential Information" means non-public information disclosed between the parties that is marked confidential or that a reasonable person would treat as confidential. Customer Content and Customer Data are yours; Platform pricing, security practices, and product plans are ours.

17.2. The receiving party will use Confidential Information only to perform under these Terms, protect it with at least reasonable care, and disclose it only to those bound by comparable obligations who need it for that purpose. These obligations do not apply to information that is or becomes public without breach, was known without a duty of confidentiality, is independently developed, or must be disclosed by law or court order (with prompt notice where permitted). They last for the term and 3 years after (trade secrets while secret; personal data per the DPA).

18.1. Neither party is liable for failure or delay in performance (except payment obligations) caused by events beyond its reasonable control: natural disasters, war, terrorism, civil unrest, labour disputes (not the affected party's own workforce), epidemics, governmental action, utility or internet failures, or widespread internet attacks.

18.2. The affected party must notify the other promptly, mitigate reasonably, and resume performance when the event abates. If it continues over 30 days, either party may terminate the affected Order, and you receive a refund of prepaid unused fees.

19.1. You represent that you are not a sanctioned person or entity or in an embargoed jurisdiction (Section 3.2), and will not use the Services in violation of export-control, sanctions, or AML laws, including OFAC requirements.

19.2. You will not upload to or export through the Services content, software, or technology in violation of export-control laws. We may suspend or terminate immediately where continued provision would appear to violate them (Section 11.3).

20.1. Notices. We may give notice by email to your account address, via the Billing Portal, or through the Control Panel, effective on posting or dispatch (or the stated later date). Give notice to Cyphra by email to [email protected] or post to 31 Gloucester Road, Summit, NJ 07901, USA, effective on receipt.

20.2. Assignment. You may not assign these Terms or any Order without our prior written consent (not unreasonably withheld for a merger or sale of your organisation, on notice). We may assign in connection with a merger, acquisition, or sale of substantially all relevant assets, on notice. Other assignments are void; these Terms bind permitted successors and assigns.

20.3. Entire agreement. These Terms, with the documents incorporated by reference (Section 1.4), are the entire agreement on the Services and supersede all prior understandings.

20.4. Severability; waiver. An unenforceable provision is modified to the minimum extent necessary (or severed); the remainder stays in force. Failure or delay in enforcing a provision is not a waiver; a waiver must be written and applies only to that instance.

20.5. Amendments. We may amend these Terms on 30 days' notice by email or through the Billing Portal, describing the change. Continued use after the notice period means the amended Terms apply. If you disagree, cancel before the effective date for a refund of prepaid unused fees. Changes required by law or security take effect sooner on notice.

20.6. Governing law. These Terms are governed by the State of New Jersey, without regard to conflict-of-laws principles.

20.7. Dispute resolution. The Superior Court of New Jersey in Union County, and the United States District Court for the District of New Jersey, have exclusive jurisdiction over disputes under these Terms, except either party may seek injunctive or equitable relief to protect its IP or Confidential Information in any court of competent jurisdiction. In the alternative, the parties may agree to arbitration administered by JAMS (optional, mutual, small-claims and IP carve-outs); either party may instead bring individual claims in a small-claims court of competent jurisdiction, and nothing in this section prevents either party from seeking equitable relief for IP or confidentiality breaches.

20.8. Relationship. The parties are independent contractors; nothing here creates a partnership, agency, or employment relationship.

21.1. Our SLA sets out the 99.5% availability target, its measurement and exclusions, and the Service Credits payable when we miss it. Service Credits are your sole and exclusive remedy, and Cyphra's sole liability, for downtime or unmet SLA levels, subject to Section 14.4.

• Support: [email protected]
• Legal notices, disputes, and amendment feedback: [email protected]
• Privacy: [email protected]
• Copyright/DMCA: [email protected] (attention: Copyright Agent, Cyphra LLC)
• Post: Cyphra LLC, 31 Gloucester Road, Summit, NJ 07901, USA