Terms of Use

Last Updated: January 5, 2026 Company: Sapiom, Inc. Website: https://www.sapiom.ai Contact: [email protected]

1. Acceptance of Terms

These Terms of Use (“Terms”) govern your access to and use of the Sapiom unified API, software development kits, applications, agents, dashboards, documentation and related services (collectively, the “Services”) provided by Sapiom, Inc. (“Sapiom,” “we,” “us,” or “our”).

By accessing or using our Services, you agree to be bound by these Terms.

2. Definitions

“User”, “you”, or “Developer” means an individual, developer, or enterprise that purchases or uses API access or SDK functionality from Sapiom.

“Agents” means automated software, workflows, or programs created or deployed by the User using the SDK or API.

“Service Credits” means prepaid, non-refundable credits used solely to access Services.

“Service Providers” means third-party nodes, APIs, or infrastructure providers used by Sapiom as subprocessors or suppliers to fulfill User requests, including those settled via x402 or similar protocols.

3. Account Registration and Control

You must provide accurate, current, and complete account, billing, and contact information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

Sapiom reserves the right to suspend, limit, or terminate your access to the Services at any time, with or without notice, for any reason including but not limited to:

• Risk signals or suspected fraudulent activity
• Abuse or violation of these Terms
• Non-payment or payment failure
• Violation of the Acceptable Use Policy
• Any other reason at Sapiom’s sole discretion

Sapiom may modify, discontinue, or impose limits on the SDK, API, or any component of the Services at any time without prior notice or liability.

4. Billing and Payment

1. Pricing Model. The Services operate on a pay-per-use pricing model. You will be charged based on measured usage of the Services as determined by Sapiom’s metering systems.

2. Payment Terms. Usage is billed automatically according to the pricing schedule published on our website or as otherwise agreed in writing.

   1. Sapiom may require prepayment, impose hard spend caps, or suspend usage immediately upon detection of risk signals or payment failure.

   2. All charges are due immediately and are non-refundable except where required by applicable law.

3. When you purchase access to the Services, the following terms apply:

   1. Purchase of Service Credits. You pay a specified amount in USD to Sapiom via a regulated payment processor. This payment constitutes a final sale of Service Credits and is not a deposit into a custodial account or any form of stored value instrument.

   2. Credit Balance. Upon receipt of payment, Sapiom updates an internal database reflecting your “Service Credit Balance.” While this balance may be displayed in USD denominations for user experience purposes, these credits are legally non-refundable and non-transferable.

   3. Closed-Loop System. The USD amount shown in your dashboard functions as a closed-loop prepaid access system with the following restrictions:

      1. No withdrawals: You cannot cash out, withdraw, or receive a refund of your Service Credit balance except as required by law.

      2. No peer-to-peer transfers: You cannot send, transfer, or assign credits to other Sapiom users.

      3. Defined utility: Credits can only be used to pay for services provided or facilitated through the Sapiom SDK and cannot be used to purchase goods or services outside the Sapiom ecosystem.

   4. Payment Disputes. 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.

5. User Responsibilities

1. Developer Responsibility for Agents. You are the sole party responsible for the development, deployment, and actions of your Agents. This responsibility includes but is not limited to:

   1. All charges incurred by your Agents, including those resulting from bugs in your code, infinite loops, misconfiguration, or unauthorized access to your API keys.

   2. Ensuring your Agents comply with these Terms and the Acceptable Use Policy.

   3. Implementing appropriate safeguards, monitoring, and kill-switches for your Agents.

2. Load Management and Rate Limiting. You must implement logic to properly handle HTTP 429 (Too Many Requests) errors. Your Agents must not be programmed to aggressively retry failed requests in a manner that mimics a distributed denial-of-service (DDoS) attack. Failure to implement appropriate retry logic may result in immediate suspension of access.

3. API Key Security. You are responsible for maintaining the security of your API keys and credentials. Any usage associated with your API keys will be attributed to you and billed accordingly, regardless of whether such usage was authorized by you.

6. Sapiom’s Rights and Remedies

1. Platform Protection. Sapiom may impose limits, suspend access, throttle usage, disable features, or take any other action at any time to protect the platform, other users, Service Providers, or third parties. Such actions may be taken with or without notice and are at Sapiom’s sole discretion.

2. Monitoring and Inspection. Sapiom reserves the right to monitor usage patterns and inspect Agent interaction logs where we suspect a violation of these Terms, the Acceptable Use Policy, or where a security incident has occurred.

3. Automated Enforcement. Enforcement actions may be automated or manual. Sapiom’s decisions regarding enforcement are final, though we may provide an optional appeal process at our discretion.

7. Acceptable Use Policy

You may not use the Services or allow your Agents to engage in any of the following prohibited activities:

7.1 Abuse or Harm

• Conduct fraud, scams, or deceptive practices.
• Impersonate individuals or organizations.
• Deploy Agents that self-identify as human or fail to disclose their automated nature when interacting with third parties.
• Harass, stalk, or surveil individuals without consent.

7.2 Infrastructure Abuse

• Bypass, circumvent, or attempt to disable rate limits, safety filters, spend caps, or other safeguards.
• Attempt to bypass the SDK’s security controls through obfuscation, multi-account usage, or other means.
• Perform load testing, stress testing, penetration testing, or DDoS-like behavior without prior written permission.
• Scrape, crawl, or access services in a manner that degrades system performance
• Scan Sapiom’s underlying infrastructure for vulnerabilities or undocumented API endpoints.

7.3 Illegal or High-Risk Activity

• Violate any applicable laws, regulations, or third-party rights.
• Facilitate financial crimes, money laundering, sanctions evasion, or terrorist financing.
• Create, distribute, or deploy malware or automate exploitation of vulnerabilities.
• Generate or distribute unsolicited communications (spam, phishing, etc.) via email, SMS, or social media.
• Engage in coordinated behavior intended to artificially influence price discovery, service availability, or market conditions.

7.4 Platform Misuse

• Resell, sublicense, white-label, or proxy the SDK or Services without explicit written approval from Sapiom.
• Mask, obscure, or misrepresent usage patterns to evade controls or monitoring.
• Use the Services in any manner that could damage, disable, or impair Sapiom’s infrastructure or interfere with other users’ access.

7.5 Enforcement

Violations of this Acceptable Use Policy may result in immediate suspension or termination of access, throttling, or other remedial actions as determined by Sapiom in its sole discretion.

8. Intellectual Property

8.1 Sapiom’s Rights. Sapiom retains all right, title, and interest in and to the Services, including all related intellectual property rights. These Terms do not grant you any ownership rights in the Services.

8.2 Limited License. Subject to your compliance with these Terms, Sapiom grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes.

8.3 User Content. You retain ownership of any code, data, or content you submit through the Services. By using the Services, you grant Sapiom a limited license to process such content as necessary to provide the Services.

9. Disclaimers and Warranties

9.1 “As Is” Services. The Services, SDK, and any Agents deployed through the platform are provided “as is” and “as available” without warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

9.2 No Guarantees. Sapiom makes no guarantee regarding:

• The correctness, accuracy, or reliability of the Services or any output generated by Agents.
• The availability, uptime, or performance of the Services.
• The suitability of the Services for any particular purpose.
• The actions, behavior, or output of your Agents.

9.3 Third-Party Services

Sapiom is not responsible for the availability, quality, accuracy, or reliability of any Service Provider or third-party service accessed through the SDK.

9.4 Sole Responsibility

You are solely responsible for the actions taken by your Agents, including any interactions with third parties, purchases, commitments, or other actions performed by Agents on your behalf.

10. Limitation of Liability

10.1 Disclaimer of Damages. To the maximum extent permitted by law, Sapiom shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or use, arising out of or related to these terms or the services, regardless of the theory of liability.

10.2 Cap on Liability. In no event shall Sapiom’s total aggregate liability to you exceed the amount you paid to Sapiom in the three (3) months preceding the event giving rise to liability.

10.3 Essential Purpose. The limitations in this Section 10 apply even if any remedy fails of its essential purpose.

11. Indemnification

11.1 Your Indemnification Obligations. You agree to indemnify, defend, and hold harmless Sapiom, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Your use of the Services or violation of these Terms
• Your Agents’ actions, behavior, or output
• Your violation of any law, regulation, or third-party right
• Any claims made by third parties related to your use of the Services
• Charges incurred by your Agents, including those resulting from bugs, infinite loops, or compromised API keys

11.2 Defense Control. 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.

12. Dispute Resolution

12.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of Delaware, without regard to its conflict of law principles.

12.2 Arbitration. Any dispute arising out of or relating to these Terms or the Services shall be resolved through binding arbitration in accordance with the American Arbitration Association (AAA) under its commercial arbitration rules, except that either party may seek injunctive relief in court for violations of intellectual property rights or confidentiality obligations. The arbitration will be held in New Castle County, Delaware.

12.3 Class Action Waiver. You agree that any arbitration or proceeding shall be conducted on an individual basis and not as a class action, consolidated action, or representative action. If you attempt to bring any legal action against Sapiom based in any way on the Services, you agree that, in the event you do not prevail or Sapiom does prevail, you will reimburse Sapiom for any costs and attorneys’ fees associated with its defense of the action.

13. General Provisions

13.1 Entire Agreement. These Terms, together with any supplemental policies referenced herein, constitute the entire agreement between you and Sapiom regarding the Services and supersede all prior agreements and understandings.

13.2 Modifications. Sapiom may modify these Terms at any time by posting revised Terms on our website or providing notice through the Services. Your continued use of the Services after such modifications constitutes acceptance of the modified Terms.

13.3 Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

13.4 No Waiver. Sapiom’s failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

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

13.6 Survival. Sections that by their nature should survive termination shall survive, including but not limited to Sections 4 (Billing), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), and 12 (Dispute Resolution).

13.7 Contact. For questions about these Terms, please contact us at [email protected].

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BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS TOGETHER WITH THE PRIVACY POLICY REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, UNLESS AND UNTIL EXPRESSLY SUPERSEDED BY A LATER WRITTEN AGREEMENT.