Terms
Enterprise AI Platform — Platform Terms of Service (v1)
Terms Version:
eai-platform-tos-v1Effective date: 2026-09-12. Approved by the Platform Operator on 2026-09-10; patched and re-registered 2026-09-12 on operator ruling. The registered SHA-256 digest of this exact text in
commercialization/terms/terms-registry.jsonis authoritative; this version is immutable once registered, and changes are made only by registering a new version.
1. Parties, Scope, and Acceptance
1.1 Parties. These Platform Terms of Service (the "Terms") are an agreement between RPLogic Inc. (the "Operator", "we", "us") and the organization or individual that holds a tenant account on the Enterprise AI Platform (the "Tenant", "you").
1.2 What the Platform is. The Enterprise AI Platform (the "Platform") is a governed environment in which the Tenant configures assistants, workspaces, and autonomous agent workloads that run on cloud infrastructure and third-party AI models arranged by the Operator, with metering, budget enforcement, and audit records applied to everything that runs.
1.3 How you accept. You accept these Terms by any of the following, each of which the Platform records together with the version identifier and digest of the text you saw: (a) confirming your acceptance in the Operator's hosted enrollment flow; (b) confirming your acceptance in a Platform product interface; or (c) for a tenant operated by the Operator itself, a written designation by the Operator. Using the Platform after acceptance confirms it. If you accept for an organization, you represent that you have authority to bind it.
1.4 Order of precedence. A signed order form, statement of work, or program terms between you and the Operator (a "Program Agreement") may vary these Terms for the tenant it names. Where they conflict, the Program Agreement governs for that tenant; these Terms govern everything else.
2. Definitions
- "Tenant Account" means the isolated account, and the workspaces, credentials, budget policies, and data provisioned within it, that the Platform holds for the Tenant.
- "Agent" means software that acts on the Tenant's behalf under Tenant Account credentials, including autonomous missions that the Platform issues and supervises.
- "Payment Instrument" means a payment method that the Operator's payment processor has verified and holds on file for the Tenant Account.
- "Budget Policy" means the monetary ceilings, notification thresholds, and enforcement actions attached to a Tenant Account or to a specific workload.
- "Usage Records" means the Platform's metered records of compute, model, storage, and network consumption attributed to the Tenant Account, together with the audit records that authenticate them.
- "Dedicated Resources" means infrastructure provisioned for the Tenant alone, such as a tenant-specific encryption key or an isolated execution stack.
- "Providers" means the cloud, model, and payment providers the Operator uses to deliver the Platform, for example Amazon Web Services, the model providers available through it or directly, and Stripe.
- "Platform Pricing Policy" means the Platform Pricing Policy (v1) at
commercialization/terms/eai-platform-pricing-policy-v1.md, pinned tosha256:3f4f4775a0e0d73a204183f4565b50ed9f7a6049cc9fcedfef0725351e808522, including the platform margin and the account settings that determine the invoicing interval and the grace period referred to in Section 3.5. - "Tenant Data" means data, documents, code, prompts, and other content that the Tenant or its Agents upload to or generate within the Tenant Account.
3. Funded Tenant Requirement
3.1 No unfunded compute. No Tenant Account, workspace, or Agent may provision billable infrastructure, invoke a model, or otherwise incur cost on the Platform unless a valid Payment Instrument is on file for that Tenant Account and these Terms have been accepted for it. The Platform enforces this requirement before activation and continuously afterward.
3.2 Applies to everyone. This requirement applies to every Tenant Account without exception, including accounts operated by the Operator or its affiliates.
3.3 Enrollment. Before a Tenant Account is activated, you must enroll a Payment Instrument through the Operator's hosted enrollment flow, which is operated by the payment processor. The processor verifies and stores the instrument. The Platform stores only the processor's references and verification facts, never card numbers or other sensitive payment data.
3.4 Authorization to charge. By enrolling a Payment Instrument you authorize the Operator, acting through its payment processor, to keep it on file and to charge it for amounts due under these Terms without further action by you at the time of each charge, as permitted by applicable law and payment-network rules. You may replace the instrument at any time. A valid instrument must be on file at all times.
3.5 Loss of funding. If the Payment Instrument expires, is removed, is declined, or otherwise stops being valid, the Tenant Account enters a grace period of the length shown in the account's billing settings under the Platform Pricing Policy (v1). During the grace period you must enroll a replacement. When the grace period ends without a valid instrument, the Platform automatically suspends new compute, Agent dispatch, and workspace access for that Tenant Account. Dedicated Resources continue to accrue cost during suspension until the Tenant Account is offboarded under Section 11.
4. Charges, Invoices, and Payment
4.1 What is charged. You pay for (a) metered consumption of infrastructure and models attributed to your Tenant Account; (b) the cost of Dedicated Resources for as long as they exist; and (c) platform fees or margin, if any, as stated in the Platform Pricing Policy (v1) in effect when the usage occurs. Unless a Program Agreement says otherwise, Provider costs are passed through at the Operator's cost as reconciled against Provider billing.
4.2 Usage Records are the basis. Every charge corresponds to a Usage Record. Usage Records, not estimates, are the basis for invoicing, and the Platform keeps them tamper-evident. On request, the Operator will provide the Usage Records behind any invoice line.
4.3 Invoices and payment. The Operator invoices on the billing period shown in the account under the Platform Pricing Policy (v1). Invoiced amounts are due on the invoice date and may be collected from the Payment Instrument under Section 3.4. Amounts are stated and payable in United States dollars.
4.4 Disputes. If you believe an invoice is wrong, tell the Operator in writing within thirty (30) days of the invoice date, identifying the disputed lines. The parties will review the relevant Usage Records in good faith. Undisputed amounts remain due.
4.5 Taxes. Charges exclude taxes. You are responsible for all sales, use, value-added, withholding, and similar taxes arising from your use of the Platform, other than taxes on the Operator's income.
4.6 No refunds for consumed compute. Charges for compute, models, and Dedicated Resources that were actually consumed or provisioned are not refundable, except where a charge is shown to be wrong under Section 4.4.
5. Budget Policies and Automated Enforcement
5.1 Ceilings. Every Tenant Account carries a monthly Budget Policy with a monetary ceiling and a blocking enforcement action. Individual workloads or missions may carry their own ceilings, including per-run ceilings, which apply in addition to the account ceiling.
5.2 Enforcement. The Platform meters continuously and enforces automatically. It notifies the Tenant's registered contacts when spend crosses the notification thresholds set in the Budget Policy, and when spend reaches a ceiling it immediately blocks further billable actions under that policy. A blocked action, a refused mission, or a suspended workload is the Platform working as designed and is not a breach by the Operator.
5.3 No overage absorption. The Operator does not absorb cost incurred by a Tenant Account beyond its Budget Policy. Raising a ceiling requires a valid Payment Instrument and takes effect only when the Platform confirms the change.
5.4 Not a guarantee. Budget enforcement is designed to bound spend, not to guarantee an exact cut-off. Consumption already in flight when a ceiling is reached, and the cost of Dedicated Resources, remain payable.
6. Acceptable Use and Security
6.1 Isolation. The Platform separates tenants cryptographically and logically. You will not attempt to probe, scan, or test the Platform's security or tenant boundaries; access or interfere with data, credentials, or resources of another tenant; or disrupt the Platform's operation.
6.2 Lawful use. You will use the Platform only for lawful purposes, in compliance with applicable law, including export-control and sanctions law, and without infringing anyone's rights. You will not use the Platform to generate or distribute unlawful, fraudulent, defamatory, or malicious content, or to attack third parties.
6.3 Provider policies. Your use is also subject to the acceptable-use and service terms of the Providers whose services your workloads consume, as made available by the Operator. Where a Provider suspends or restricts service because of your use, the Operator may pass that restriction through to you.
6.4 Credentials. You are responsible for everything done with credentials issued to your Tenant Account, including credentials held by your Agents. Keep them confidential, use them only within the scope the Platform assigns, and tell the Operator promptly if you suspect they are compromised.
6.5 Regulated data. Unless a Program Agreement expressly provides for it, you will not place protected health information, payment card data, or other data subject to specific regulatory regimes into the Platform.
7. Agents and Autonomous Missions
7.1 Your Agents act for you. Actions taken by Agents under your Tenant Account, including missions the Platform issues at your request, are your actions. You are responsible for their instructions, their outputs, and their effects within the authority you configured.
7.2 Bounded authority. The Platform limits each Agent to the credentials, targets, actions, and budgets defined for it, refuses actions outside that scope, and may terminate a mission, revoke its credentials, and tear down its environment at any time to enforce those limits. Mission outputs are staged for your review, for example as an unmerged proposed change, rather than applied automatically, unless you have configured otherwise.
7.3 Model outputs. AI models can produce inaccurate, incomplete, or biased output. Outputs are provided for your evaluation. You are responsible for reviewing them before relying on or acting upon them, and the Operator makes no warranty about their accuracy or fitness for any purpose.
8. Tenant Data, Operational Records, and Confidentiality
8.1 Your data stays yours. You own Tenant Data. You grant the Operator a limited license to host, process, transmit, and display Tenant Data solely to provide the Platform to you, to enforce these Terms, and to comply with law.
8.2 No training on your data. Neither the Operator nor, under the arrangements the Operator maintains with them, the model Providers use Tenant Data to train or improve general-purpose models.
8.3 Operational records. The Platform records operational telemetry and audit evidence: the identities and timestamps of requests, model and token counts, latencies, budget events, mission evidence, and cryptographic receipts. The Operator retains and processes these records to bill accurately, secure the Platform, prove tenant isolation, meet legal obligations, and investigate incidents, and may keep them after Tenant Data is deleted.
8.4 Providers as subprocessors. Tenant Data is processed by the Providers needed to run your workloads, in the regions that the Platform's configuration designates. The Operator remains responsible to you for the Platform.
8.5 Confidentiality. Each party will protect the other's non-public information with at least reasonable care, use it only for the purposes of these Terms, and disclose it only to those who need it and are bound to confidentiality, or as required by law after notice where notice is lawful.
8.6 Security. The Operator maintains administrative, technical, and physical safeguards appropriate to the Platform, including tenant-specific encryption keys, credential scoping, and audit logging. No system is perfectly secure. You remain responsible for the security of your own systems and for the data you choose to place in the Platform.
9. Intellectual Property
9.1 Platform. The Operator and its licensors own the Platform, including its software, architecture, interfaces, schemas, documentation, and tooling, and all improvements to them. No rights are granted except the right to use the Platform under these Terms.
9.2 Feedback. If you give the Operator suggestions about the Platform, the Operator may use them without obligation to you.
10. Service Status and Changes
10.1 Pre-general-availability. The Platform is offered before general availability. Features, interfaces, limits, and Providers may change, and the Operator does not promise any service level, uptime, or support response time unless a Program Agreement provides one.
10.2 Maintenance and safety actions. The Operator may suspend or modify parts of the Platform for maintenance, security, cost control, or Provider changes, and will use reasonable efforts to give notice when practicable.
11. Suspension, Termination, and Offboarding
11.1 Automatic suspension. The Platform suspends a Tenant Account, without prior notice, when a Budget Policy ceiling is reached, when the Payment Instrument stops being valid and the grace period ends, when a tenant-boundary violation or security threat is detected, when these Terms are materially breached, or for failure to accept updated Terms by the re-acceptance deadline recorded in the terms registry (Section 16.2) once the applicable grace period ends. Suspension stops new billable activity. It does not end these Terms or the obligation to pay amounts already incurred.
11.2 Termination. Either party may terminate these Terms for a Tenant Account on written notice. The Operator may terminate immediately for an uncured material breach, for unlawful use, or if required by a Provider or by law.
11.3 Offboarding. On termination, or on your request, the Platform runs its offboarding routine for the Tenant Account: it stops workloads, revokes credentials, decommissions Dedicated Resources, and archives or deletes storage according to the Platform's retention schedule. Before deletion, you may request an export of your Tenant Data. The Operator will make a commercially reasonable export available for at least fourteen (14) days after the termination date, unless you ask for earlier deletion or law requires otherwise.
11.4 Effect. All amounts incurred through the completion of offboarding remain payable. Sections 4, 8.3, 8.5, 9, 12, 13, 14, 15, and 17 survive termination.
12. Warranties and Disclaimers
12.1 Mutual. Each party warrants that it has the authority to enter into these Terms.
12.2 Tenant. You warrant that you have the rights needed to place Tenant Data in the Platform and to instruct Agents as you do, and that doing so does not violate law or third-party rights.
12.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE PLATFORM, ITS OUTPUTS, AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". THE OPERATOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.
13. Limitation of Liability
13.1 Exclusion. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE OPERATOR'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE AMOUNTS YOU PAID TO THE OPERATOR FOR THE TENANT ACCOUNT IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
13.3 Exceptions. Sections 13.1 and 13.2 do not limit your payment obligations, either party's liability for breach of Section 6.1 or Section 8.5, your obligations under Section 14, or any liability that cannot be limited by law.
14. Indemnification
You will defend, indemnify, and hold harmless the Operator and its affiliates, officers, employees, and agents from claims, damages, liabilities, and expenses, including reasonable attorneys' fees, arising from Tenant Data, the actions of your Agents, your breach of these Terms, or your violation of law or third-party rights. The Operator will notify you promptly of any such claim and let you control its defense, provided that you do not settle in a way that admits fault on the Operator's part or imposes obligations on the Operator without its written consent.
15. Governing Law and Disputes
These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-law rules. The state and federal courts located in Delaware have exclusive jurisdiction over disputes arising out of or relating to these Terms or the Platform, and each party consents to that jurisdiction. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
16. Versions and Re-acceptance
16.1 Registered versions. Each version of these Terms is identified by a version identifier and by the SHA-256 digest of its exact text, recorded in the Platform's terms registry. A registered version is never edited. The Operator changes these Terms only by registering a new version. The registered digest is authoritative: a copy whose digest differs is not these Terms.
16.2 New versions. When the Operator registers a new current version, new activations require acceptance of that version. Existing Tenant Accounts must accept it by the re-acceptance deadline the registry states. A Tenant Account that has not accepted by that deadline enters the grace period and then the suspension described in Section 11.1 until it does.
16.3 What you accepted. Your acceptance record names the version and digest you accepted. That text governs your Tenant Account until you accept a later version.
17. General
17.1 Entire agreement. These Terms, the Platform Pricing Policy (v1), and any Program Agreement are the entire agreement about the Platform and supersede prior discussions and understandings.
17.2 Assignment. You may not assign these Terms without the Operator's written consent, except to a successor to all of your business that assumes them in writing. The Operator may assign them to an affiliate or successor.
17.3 Notices. Notices to you go to the contacts registered on the Tenant Account. Notices to the Operator go to the legal notice address the Operator publishes with the enrollment flow. Notices are effective when delivered.
17.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including Provider outages, except for payment obligations.
17.5 Relationship. The parties are independent contractors. These Terms create no partnership, agency, or employment relationship.
17.6 Severability and waiver. If a provision is unenforceable, the rest remains in effect and the provision is enforced to the extent permitted. A failure to enforce a provision is not a waiver of it.
17.7 Headings. Headings are for convenience only and do not affect interpretation.
Enterprise AI Platform — Platform Pricing Policy (v1)
Policy Version:
eai-platform-pricing-policy-v1Effective date: 2026-09-12. Approved on the Platform Operator's 2026-09-12 ruling. This version's SHA-256 digest is pinned in the Platform Terms of Service (v1).
Prices are the Operator's actual Provider cost plus a platform margin, currently 5%. The Operator's administrators may adjust the platform margin; prices and the margin are published in the account's price book.
Usage is invoiced on the billing period shown in the account.
Any grace period is the one shown in the account's billing settings.