Terms of Use

Last Modified: May 15, 2026

These terms of use are entered into by and between you and Sapiom, Inc. (“Sapiom,” “we,” “our,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of Sapiom.ai and any subdomains (the “Platform”), our software development kits, application programming interfaces, dashboards, documentation, and related tools (collectively, the “Developer Tools”), and any services, content, or functionality we make available, including the creation and management of programmable agent wallets, payment orchestration, and related capabilities (together with the Platform and Developer Tools, the “Services”).

Please read these Terms of Use and our Privacy Policy carefully before you start to use the Services. By using the Services, you accept and agree to be bound by these Terms of Use and our Privacy Policy, which describes how we collect, use, and disclose personal information, and is incorporated herein by reference. If you do not agree to abide by and comply with these Terms of Use, you may not access or use the Services. The Services are offered and available only to users who are 18 years of age or older and capable of forming a binding contract. By using the Services, you represent and warrant that you meet the foregoing eligibility requirements and, if you are accessing or using the Services on behalf of an entity, that you have the authority to bind that entity to these Terms of Use.

IMPORTANT NOTICE REGARDING ARBITRATION AGREEMENT: THESE TERMS OF USE CONTAIN A MANDATORY ARBITRATION AGREEMENT, REQUIRING YOU TO RESOLVE ANY DISPUTE BETWEEN YOU AND US THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION, SUBJECT TO LIMITED EXCEPTIONS, RATHER THAN IN COURT, AND REQUIRING YOU TO FOREGO JURY TRIALS, CLASS, COLLECTIVE, AGGREGATE, REPRESENTATIVE, OR CONSOLIDATED ACTIONS OR PROCEEDINGS. YOU WILL BE BOUND BY THIS ARBITRATION AGREEMENT UNLESS YOU OPT OUT AS SET FORTH BELOW.

1. Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. Unless otherwise specified, material changes will become effective thirty (30) days after we post the updated Terms of Use and notify you via the email address associated with your account or through notice within the Services (such period, the “Notice Period”). Your continued use of the Services after the Notice Period constitutes your acceptance of the revised Terms of Use. If you do not agree to any such changes, you must stop using the Services; your continued use will be deemed acceptance of the updated Terms of Use. Notwithstanding the foregoing, changes required by law, regulation, or court order, or changes necessary to address an imminent security threat may take effect immediately upon posting, with notice provided as soon as reasonably practicable.

2. Accessing the Services & Account Security

We reserve the right to withdraw, suspend, or amend the Services in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services or the entire Services.

To access certain features of the Services, you may be asked to create an account and provide certain information. It is a condition of your use of the Services that all information you provide is correct, current, and complete. All information you provide, including through the use of any interactive features, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. We offer our users certain choices related to their personal information, including additional rights provided to residents of particular states under applicable state law. Our Privacy Policy describes the rights you have with respect to your personal information, and how you can exercise those rights. You are responsible for maintaining the confidentiality of your account credentials, API keys, tokens, and any other security or access credentials (collectively, “Credentials”), and for all activities that occur under your account. Any usage associated with your Credentials will be attributed to you and billed accordingly. You will promptly notify us of any unauthorized access to or use of your account or Credentials. You must implement reasonable and appropriate measures to secure your Credentials.

3. Intellectual Property Rights

The Services, including all information, software, text, displays, images, video, audio, the design, selection, and arrangement thereof (collectively, “Sapiom Content”), are owned by Sapiom, our licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Subject to your compliance with these Terms of Use, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services and to integrate the Developer Tools into your applications solely to build and operate software that interacts with the Services.

Except as expressly permitted in these Terms of Use or by applicable law, you must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any Sapiom Content. You must not delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Services. No right, title, or interest in or to the Services or any Sapiom Content is transferred to you, and all rights not expressly granted are reserved by Sapiom. Any use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate intellectual property laws.

4. Trademarks

Sapiom’s names and logos, trademarks, and all related names, logos, product and service names, designs, and slogans are trademarks of Sapiom or its affiliates or licensors. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.

5. Third-Party Resources

The Services may display, link to, or rely upon third-party websites, content, services, infrastructure, or other resources not owned or controlled by Sapiom, including subprocessors or suppliers used to fulfill your requests via x402 or similar protocols (collectively, “Third-Party Resources”). Any links to Third-Party Resources are provided for your convenience only. We do not endorse, monitor, or assume responsibility for any Third-Party Resources. Access to and use of Third-Party Resources is at your own discretion and risk, and may be subject to separate terms and policies. Sapiom is not responsible for the availability, quality, accuracy, reliability, or content of any Third-Party Resources, and accepts no responsibility for any loss or damage arising from your use of or reliance on them.

For information regarding Sapiom’s data processing obligations with respect to subprocessors of Personal Data (as defined in Section 14), see Section 14 (Data Processing & Subprocessors).

6. Prohibited Uses

You may use the Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Services:

to engage in, facilitate, or enable illegal transactions or high-risk activities, including transactions involving sanctions targets, ransomware, illicit substances, fraud, and gambling where prohibited;
to engage in coordinated or inauthentic behavior intended to manipulate or artificially influence price discovery, market integrity, or the availability or reliability of the Services;
to impersonate or attempt to impersonate Sapiom, a Sapiom employee, another user, or any other person or entity, or to misrepresent your identity or affiliation;
to conduct or facilitate fraud, scams, or deceptive or manipulative practices, including phishing, spoofing, or other misleading activities;
to deploy or operate agents that self-identify as human, or that fail to disclose they are automated when interacting with third parties;
to harass, stalk, or surveil individuals without their consent, including unlawful tracking or monitoring;
to generate or distribute unsolicited or bulk communications (including email, SMS, or social media posts) or to transmit unsolicited advertising, promotional materials, spam, or any other similar solicitation;
to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying trade secrets of the Services except to the extent such restrictions are prohibited by law;
to use the Services in a manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use, including their ability to engage in real-time activities;
to use any robot, spider, scraper, crawler, or other automated means to access the Services without our prior written consent (except for reasonable search-engine indexing) or in any manner that degrades system performance, stability, or availability;
to bypass, disable, evade, or circumvent rate limits, safety filters, spend caps, security measures, or other safeguards, including through obfuscation, multi-account usage, or any similar technique intended to avoid enforcement;
to perform load testing, stress testing, traffic generation, or DDoS-like behavior without our written authorization;
to scan, probe, or test the vulnerability of our infrastructure, or search for undocumented or non-public API endpoints, without our written authorization;
to create, distribute, or operate malware, introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful, or to automate software or network exploitation;
to attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services or any server, computer, or database connected to the Services;
to use Sapiom Content or the Services to train an algorithm or model, perform data mining unrelated to your integration, or generate outputs or derivative works that replicate Sapiom Content, except as expressly permitted by these Terms of Use;
to resell, sublicense, lease, or provide proxy or service-bureau access to the Services, SDKs, APIs, or agents without our prior written approval;
to mask, obfuscate, or otherwise conceal usage, source, identity, or traffic in order to evade controls, restrictions, or enforcement; or
to otherwise attempt to interfere with the proper working of the Services.

7. Pricing & Billing

Services are offered on a pay-per-use basis, with fees calculated from measured usage and automatically charged to your current payment method on file at the applicable rates. You must provide and maintain accurate, complete, and current billing and payment information (including a valid payment method) and authorize Sapiom to charge it for usage fees, applicable taxes, and any other amounts due. Except where required by applicable law, all fees and charges are non-refundable.

Sapiom may require prepayment and may implement or enforce spending limits or hard caps. Sapiom may also suspend or limit usage immediately upon risk indicators (including suspected fraud, abuse, or credit risk) or upon any payment failure, rejection, or delinquency, and may invoice any unpaid amounts if automatic billing is unsuccessful. You remain responsible for fees accrued through suspension and for any usage up to enforcement of a cap.

Prepaid Service Credits (defined below) are governed by Section 8. If both Service Credits and a payment method are available, Sapiom may first apply any available Service Credits and then charge your payment method for any remaining amounts.

Any payment disputes must be raised within thirty (30) days of the charge. Failure to notify Sapiom within this period constitutes acceptance of the charge.

8. Service Credits

You may pre-purchase prepaid service credits (“Service Credits”) by paying a specified U.S. dollar amount to Sapiom via a regulated payment processor. Upon receipt, Sapiom records the payment in its internal ledger and updates your Service Credit balance. Although displayed in USD for user experience, Service Credits are final sale, legally non-refundable (except as required by law), and non-transferable, represent prepayment for Services, and are not a deposit into a custodial account or any form of stored value instrument. Sapiom may set, in its sole discretion, a maximum amount of Services Credits that be associated your account on any given day or other period.

Service Credits have a defined utility and represent prepayment of fees owed to Sapiom for Services at then-current rates, including applicable taxes. If automatic billing is enabled, Sapiom may first draw against any available Service Credits before charging your payment method.

Notwithstanding anything to the contrary, and other than to the extent required by law, if Sapiom terminates your access to the Services for cause, you will not be owed a refund of the unused portion of your Service Credit balance.

9. Developer Responsibility for Agent Resource Consumption

You are solely responsible for the actions, omissions, outputs, and transactions of any agent, application, integration, or automation you configure, deploy, or operate via the Services (each an “Agent”). You are responsible for all resource usage and charges incurred by such Agents, including those resulting from bugs in your code, misconfiguration, infinite loops, or unauthorized access to your Credentials. You must implement and maintain appropriate load-management controls, including handling 429 (Too Many Requests) responses with exponential backoff, and you must not program Agents to aggressively retry failed requests in a manner that could resemble a denial-of-service attack. We may throttle, suspend, or terminate access for excessive or abusive consumption. Enforcement may be automated (including programmatic rate-limiting, anomaly detection, and other technical controls) or manual and may be applied in our sole discretion.

10. User Contributions & Feedback

We may offer interactive features or intake channels that allow you to submit information or content to us, including financial or operational data, configuration settings, or other materials (collectively, “User Contributions”).

You represent and warrant that you own or control all rights in and to the User Contributions and have the right to submit them to us. You are solely responsible for your User Contributions, including their legality, reliability, accuracy, and appropriateness.

You may provide comments, suggestions, or other feedback related to the Services (“Feedback”). We may use Feedback for any purpose without notice, attribution, restriction, or compensation to you.

You acknowledge and consent that Sapiom may collect and process technical and telemetry data about your integration and Agent transactions to operate, secure, and improve the Services, subject to our Privacy Policy. Subject to our Privacy Policy, we reserve the right to inspect Agent interaction logs and related telemetry where we suspect a violation of these Terms of Use (including any acceptable use obligations) or where an actual or suspected security incident has occurred.

11. License to User Contributions

By submitting User Contributions, you grant Sapiom a worldwide, non-exclusive, royalty-free, fully paid, transferable, and sublicensable license to host, store, use, reproduce, process, modify, adapt, and display such User Contributions as necessary to operate, maintain, improve, and provide the Services, to ensure security and compliance, to fulfill our obligations under these Terms of Use, and as otherwise required by applicable law.

12. Additional Terms

Certain Services, features, or components may be subject to additional or supplemental terms, including service-specific documentation, policies, or order forms.

The Services may include or interoperate with open source components governed by their own licenses.

13. Compliance

You are responsible for ensuring that your use of the Services and any Agent you deploy via the Services complies with all applicable laws, rules, and regulations, including anti-money laundering, sanctions, export controls, and consumer protection laws. You will not use the Services if you or any beneficial owner, director, officer, agent, or end user is a person or entity on any sanctions list or located, organized, or resident in an embargoed or comprehensively sanctioned jurisdiction.

You agree to cooperate with our reasonable compliance requests and understand that failure to satisfy such requirements may result in suspension or termination of access.

14. Data Processing & Subprocessors

To the extent Sapiom processes Personal Data (as defined under applicable data protection laws, including the EU General Data Protection Regulation, the UK Data Protection Act 2018, and the California Consumer Privacy Act, each as amended) on your behalf in connection with the Services, it will do so in accordance with its Privacy Policy and applicable law. Where required by applicable data protection law, the parties will enter into a data processing agreement (“DPA”); absent an executed DPA, this Section 14 and the Privacy Policy govern. In the event of conflict between these Terms of Use and an executed DPA with respect to the processing of Personal Data, the DPA will control.

Sapiom may engage third-party service providers as subprocessors and will maintain a current list available upon request or at a URL designated by Sapiom. Sapiom will provide reasonable prior notice before a new subprocessor begins processing Personal Data. You may object in writing within fifteen (15) days on reasonable data protection grounds; if the objection is not resolved within thirty (30) days, either party may terminate the affected Services without penalty. Sapiom will impose data protection obligations on each subprocessor no less protective than those in the applicable DPA or this Section 14, and remains liable for subprocessor acts and omissions, subject to Section 18 (Limitation of Liability).

Sapiom will maintain appropriate technical and organizational measures to protect Personal Data. In the event of a confirmed unauthorized access to or disclosure of Personal Data, Sapiom will notify you within seventy-two (72) hours and reasonably cooperate with your notification and remediation obligations under applicable law. Upon termination of the Services or upon your written request, Sapiom will return or securely delete Personal Data in its possession, except as required by applicable law to retain, and will certify deletion upon written request.

15. Term & Termination

These Terms of Use are effective while you access or use the Services.

We may suspend or terminate your access to all or part of the Services, or remove or disable any content, at any time for any reason, including for actual or suspected violations of these Terms of Use, compliance obligations, fraud or abuse, non-payment, security risks, or scheduled or emergency maintenance.

You may terminate these Terms of Use and close your account at any time by providing written notice to Sapiom at the contact information set forth in Section 24 and ceasing all use of the Services.

Upon any termination, your right to use the Services will cease immediately, and you must cease using and delete any Sapiom Content in your possession. Any fees accrued prior to termination remain due and payable. In the event of a termination by Sapiom without cause, Sapiom shall refund any unused Service Credits on a pro-rata basis in accordance with Section 8. Sections that by their nature should survive termination will survive, including but not limited to Sections 7 (Pricing & Billing), 8 (Service Credits), 14 (Data Processing & Subprocessors), 15 (Term & Termination), 17 (Disclaimer of Warranties), 18 (Limitation of Liability), 20 (Indemnification), and 21 (Dispute Resolution).

Suspension or termination decisions are final. However, you may request a one-time review within fourteen (14) days of notice by contacting [email protected], and we may, in our sole discretion, uphold, modify, or reverse a prior decision.

16. Reliance on Information Posted

The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user or person.

17. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES (INCLUDING THE SAPIOM CONTENT) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, SAPIOM AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.

18. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SAPIOM, ITS AFFILIATES, OR ITS OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF FORESEEABLE OR IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF SAPIOM AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO SAPIOM IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

THE LIMITATIONS SET FORTH IN THIS SECTION 18 SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

19. No Legal, Financial, or Tax Advice

Sapiom is not a law firm, financial institution, broker, dealer, or tax advisor, and the Services do not constitute legal, financial, investment, or tax advice. You should consult your own advisors before making decisions.

20. Indemnification

You agree to defend, indemnify, and hold harmless Sapiom, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Services, including any Agent you configure, deploy, or operate via the Services, and any actions taken, outputs generated, or transactions initiated by such Agent or on its behalf; (b) your violation of these Terms of Use; (c) your violation of any applicable law or third-party rights; (d) your User Contributions; or (e) charges incurred by your Agents, including those resulting from bugs, infinite loops, or compromised Credentials. Sapiom reserves the right to assume exclusive defense and control of any matter subject to indemnification by you, in which case you will cooperate with Sapiom in asserting any available defenses.

21. Dispute Resolution: Binding Individual Arbitration; Class Action & Jury Trial Waiver (“Arbitration Agreement”)

Mandatory Binding Arbitration of Disputes. You and Sapiom agree that, subject to limited exceptions specified in this Arbitration Agreement, all disputes, causes of action, or claims arising out of or relating to these Terms of Use, the Services, or any aspect of the relationship between you and Sapiom (collectively, “Disputes”), will be resolved through final and binding individual arbitration in accordance with the rules and procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”), rather than in court. An arbitrator, not a court, shall have exclusive authority to resolve Disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. Notwithstanding the foregoing, each party may bring an individual action in small claims court if it qualifies, and may seek injunctive or other equitable relief in a court of competent jurisdiction for the protection of intellectual property rights.

Class Action/Jury Trial Waiver. You and Sapiom agree to waive any right to a jury trial and to participate in any class, collective, aggregate, representative, or consolidated action or proceeding. The arbitrator may not consolidate another person’s claims with your claims or preside over any form of a representative or class proceeding. If this waiver is found unenforceable, this Arbitration Agreement is null and void.

Opt-Out Procedures. You may opt out of this Arbitration Agreement by sending us a written opt-out notice within thirty (30) days after the date you first agree to these Terms of Use. The notice must include your name, address, and signature, and be sent by email to [email protected] or by mail to Sapiom, Inc., Attn: Legal Arbitration Opt-Out, 2261 Market Street, Suite 85686, San Francisco, CA 94114.

Rules & Procedures. Before commencing arbitration, the parties agree to attempt to resolve Disputes through informal negotiation within thirty (30) days after receipt of a written notice. If not resolved, the arbitration will be administered by JAMS under its applicable rules and procedures, as modified by this Arbitration Agreement. Any arbitration hearings will take place where Sapiom’s principal place of business is located, in your county of residence, or at another mutually agreed location (including by telephone or remote means). To the extent permitted by law, the JAMS Rules and the U.S. Federal Arbitration Act shall govern.

Mass Arbitration Procedures. In the event of twenty (20) or more substantially similar arbitration demands, the JAMS Mass Arbitration Procedures and fee schedule will apply, as modified by this Arbitration Agreement, including administration of demands in batches. This provision shall not be interpreted as authorizing class arbitration.

Changes to Arbitration Agreement. If we change terms of this Arbitration Agreement after you first accepted these Terms of Use, you may reject such change by written notice within thirty (30) days of the effective date of the change. By rejecting a change, you agree to arbitrate Disputes under the terms as of the date you first accepted these Terms of Use.

Fee-Shifting. The fees and costs of the arbitrator shall be shared equally by the parties. In the event the arbitrator modifies the discipline imposed, the costs shall be shared equally by the parties. Costs of the court reporter, if any, shall be paid by the party who requested the presence of the reporter; however, nothing shall preclude the parties from agreeing to share equally in the costs of the reporter. If a cancellation fee is imposed on the parties by the arbitrator, it shall be paid by the party whose actions were responsible for the imposition of said fee. Each party shall bear its own costs of arbitration.

22. Waiver, Severability & Taxes

You are responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, except for taxes based on our net income. No waiver by Sapiom of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. If any provision of these Terms of Use is held to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible and the remaining provisions shall continue in full force and effect.

You may not assign or transfer these Terms of Use or any rights granted hereunder without Sapiom’s prior written consent. Sapiom may assign these Terms of Use without restriction.

23. Entire Agreement

These Terms of Use, together with the Privacy Policy, any applicable data processing agreement entered into pursuant to Section 14, and any applicable supplemental or service-specific terms or signed order forms, constitute the entire agreement between you and Sapiom regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.

24. Contact Information

The Services are operated by Sapiom, Inc., located at: 2261 Market Street, Suite 85686, San Francisco, CA 94114. All feedback, comments, requests for technical support, notices for Disputes, opt-out notices, and other communications relating to the Services should be directed to: [email protected].