Keydris Terms

These Keydris Terms (“Terms”) are a legally binding agreement between Keydris, Inc., a Delaware corporation (“Keydris,” “we,” “us,” or “our”), and the person or organization accepting these Terms (“Customer,” “you,” or “your”).

These Terms govern access to and use of Keydris’s software, APIs, software development kits, developer tools, authorization infrastructure, interfaces, dashboards, documentation, integrations, websites, and related services that Keydris makes available (collectively, the “Services”).

By creating an account, clicking or checking a box indicating acceptance, accepting an Order that incorporates these Terms, or accessing or using the Services, you agree to these Terms.

If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization. In that case, “Customer,” “you,” and “your” refer to that organization.

The Services are designed for business and organizational use and not for personal, family, or household use.

1. Services

Keydris provides authorization control-plane infrastructure intended to help organizations establish, issue, manage, verify, enforce, record, and revoke delegated authority for AI agents, applications, services, and other systems.

The specific Services made available to Customer may depend on Customer’s account, plan, trial, evaluation, applicable documentation, Order, or other written agreement with Keydris.

Keydris is an evolving technology platform. The Services may change as described in these Terms.

Unless expressly stated in an applicable Order, Customer’s purchase or use of the Services is not contingent on the delivery of any future functionality, feature, product, integration, roadmap item, or other future commitment.

Statements concerning possible future functionality or development plans are informational only unless expressly included as a binding commitment in an Order accepted by Keydris.

2. Authorization Control Plane and Execution Boundary

Keydris is designed to operate as authorization control-plane infrastructure.

Unless Keydris expressly agrees otherwise in writing, Keydris does not operate Customer’s underlying execution or data plane merely by providing the Services.

An underlying application request, API operation, MCP tool execution, payment, transaction, database operation, deployment, communication, workflow, or other business action does not need to be routed through Keydris merely because Keydris authorization functionality is used.

Keydris does not, merely by providing the Services, become responsible for proxying, routing, transmitting, initiating, completing, settling, or executing Customer’s underlying business actions.

Customer’s agents, applications, APIs, MCP servers, tools, infrastructure, networks, counterparties, and third-party systems remain responsible for executing or rejecting underlying actions.

Keydris may process authorization-related and operational information reasonably necessary to provide the Services, including identifiers, authority grants, scopes, permissions, policies, limits, conditions, approvals, expiration information, revocation information, verification information, configuration information, timestamps, and related technical records.

Separation from Customer’s underlying execution or data plane does not mean that Keydris processes no information.

3. Eligibility and Accounts

Customer represents that it is legally capable of entering into these Terms.

Individuals creating or administering Keydris business accounts must be at least 18 years old or the age of legal majority in their jurisdiction, if higher.

Where accounts are available, Customer must provide accurate, complete, and reasonably current account information.

Customer must promptly notify Keydris if it reasonably suspects unauthorized access to an account or compromise of credentials.

Keydris may require compromised credentials to be disabled, reset, rotated, or replaced.

4. Limited Right to Use the Services

Subject to these Terms and any applicable plan, Order, trial conditions, usage limits, and payment obligations, Keydris grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable term to access and use the proprietary Services for Customer’s internal business purposes.

The proprietary Services are licensed, not sold.

Except for rights expressly granted under these Terms or an applicable open-source license, Keydris and its licensors retain all rights, title, and interest in and to the Services, technology, documentation, and related intellectual property.

Customer may allow its authorized personnel and contractors to use the Services on its behalf, subject to these Terms, and remains responsible for their use.

5. Customer Agents, Systems, and Authority

Customer controls its agents, applications, systems, workflows, users, configurations, integrations, and underlying actions.

Customer is responsible for configuring, testing, monitoring, and maintaining its implementation and independently determining whether the Services are appropriate for its particular use case and risk profile.

A valid authorization proof, successful verification, policy result, or other output from the Services indicates only that the applicable authorization conditions evaluated by the Services were satisfied according to the relevant configuration and information available to the Services at the relevant time.

It does not independently establish that an underlying action is lawful, accurate, appropriate, safe, compliant, commercially desirable, or otherwise suitable.

Keydris does not become the operator of Customer’s agents or underlying systems, Customer’s fiduciary, payment processor, custodian, financial institution, employer, agent, or business decision-maker merely by providing the Services.

6. Customer Responsibilities

Customer remains responsible for its underlying agents, applications, instructions, systems, decisions, transactions, and actions.

7. Acceptable Use

Restrictions in these Terms do not limit rights expressly granted under an applicable open-source license.

8. Customer Data

“Customer Data” means information, content, or data that Customer or its authorized users submit, transmit, make available, or direct Keydris to process through the Services.

As between the parties, Customer retains its rights in Customer Data.

Keydris does not acquire ownership of Customer Data merely because Customer Data is processed through the Services.

Customer is responsible for ensuring that it has all rights, permissions, notices, consents, and legal bases necessary for Customer Data to be provided to and processed by Keydris as contemplated by these Terms.

Customers should configure integrations so that information unnecessary to an authorization decision or the operation of the Services is not transmitted to Keydris.

Unless a particular Service is specifically designed and documented to receive them, Customer should not submit passwords, private keys, signing keys, payment-card credentials, or other secrets through the Services or general support channels.

9. Service and Operational Data

Keydris may generate or receive technical and operational information concerning the provision, security, reliability, performance, configuration, and use of the Services (“Service Data”).

Service Data may include technical logs, request or event identifiers, usage statistics, performance measurements, error information, security events, and information concerning how the Services are configured or used.

Service Data does not give Keydris ownership of Customer Data.

Keydris will not use Customer Confidential Information or Customer Data to train generalized artificial-intelligence or machine-learning models unless Customer expressly agrees otherwise in writing.

Where Service Data contains personal information, Keydris will process that information in accordance with the Keydris Privacy Policy.

Keydris may use information that has been aggregated or de-identified so that it does not reasonably identify Customer or an individual for security, analytics, development, and operational purposes.

10. Usage Measurement

Where access to a Service is subject to usage limits, credits, actions, transactions, requests, tokens, API calls, or another usage metric, Keydris may measure usage through the Services.

Unless an applicable Order provides otherwise, Keydris’s reasonable records regarding Service usage will determine usage for account administration and billing purposes, subject to correction of material errors.

Customer is responsible for monitoring its own use of the Services and any limits applicable to its account.

Keydris may apply reasonable technical limits to protect the Services, prevent abuse, enforce plan limits, or maintain reliability.

11. Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential under the circumstances.

Customer Data is Customer Confidential Information.

Keydris Confidential Information includes non-public technical information, proprietary software, security information, product information, documentation, pricing, and business information.

A party may disclose Confidential Information where required by applicable law, subpoena, court order, or other valid legal process.

Where legally permitted, the receiving party will provide reasonable notice before compelled disclosure.

12. Security

Keydris will maintain reasonable administrative, technical, and organizational measures appropriate to the nature of the Services and information processed.

No internet-based service, software platform, network, or electronic storage system can be guaranteed to be completely secure, uninterrupted, or error-free.

Customer should maintain appropriate backups, monitoring, recovery procedures, access controls, approval mechanisms, and business-continuity arrangements appropriate for its use case.

13. Third-Party Services

The Services may connect with, rely upon, or operate alongside third-party applications, APIs, AI models, protocols, networks, software, infrastructure, or other services (“Third-Party Services”).

Third-Party Services are governed by their own terms, policies, and practices.

Customer is responsible for determining whether to use Third-Party Services and for maintaining all required accounts, rights, permissions, consents, and agreements.

Keydris does not control and is not responsible for the availability, security, accuracy, functionality, actions, omissions, or independent practices of Third-Party Services.

Changes to Third-Party Services may affect interoperability with Keydris.

14. Beta, Preview, Trial, and Evaluation Services

Keydris may designate certain Services or functionality as beta, preview, trial, proof-of-concept, experimental, evaluation, or early access (“Evaluation Services”).

Unless Keydris expressly agrees otherwise in writing, Evaluation Services should not be relied upon for production or other consequential uses where an error, interruption, or change could reasonably cause material loss, liability, security exposure, or regulatory exposure.

Evaluation Services are provided without service-level, availability, support, warranty, or indemnity commitments unless expressly stated otherwise in an applicable Order.

15. Plans, Orders, Usage, and Fees

Keydris may make Services available under free, trial, promotional, usage-based, subscription, enterprise, or other plans.

Where fees apply, Customer will pay them in accordance with the applicable plan or Order.

Except where required by applicable law or expressly stated otherwise in an Order, fees paid are non-refundable and non-creditable.

Customer is responsible for applicable taxes associated with its purchases and use of the Services other than taxes imposed on Keydris’s net income, property, or employees.

If Customer is legally required to withhold taxes from a payment, Customer will provide reasonable documentation relating to that withholding.

16. Pricing Changes

Keydris may introduce new plans, usage metrics, pricing models, fees, or commercial structures and may modify existing pricing as the Services evolve.

The notice will identify the relevant pricing change and effective date.

Pricing changes will not apply retroactively.

Unless an applicable Order provides otherwise, Customer’s continued use of the affected paid Services after the effective date constitutes acceptance of the revised pricing.

If Customer does not agree to revised pricing, Customer may discontinue the affected Service before the revised pricing becomes effective, subject to any committed term or other obligation in an applicable Order.

Pricing expressly fixed for a specified committed term in an Order will remain effective for that committed term unless the Order provides otherwise.

Keydris may reduce prices, provide promotions, issue credits, waive fees, or provide additional Services without charge without providing 30 days’ advance notice.

17. Suspension

Where reasonably practical, Keydris will provide notice and attempt to limit suspension to the affected Services or conduct.

Suspension does not waive Customer’s accrued payment obligations or Keydris’s other rights.

18. Term and Termination

These Terms begin when Customer first accepts them and continue until terminated.

An applicable Order may establish a separate term for particular Services.

Either party may terminate an applicable agreement for material breach if the breach is not cured within 30 days after written notice describing the breach in reasonable detail.

Keydris may suspend or terminate access immediately where continued use is unlawful or creates a material security or legal risk.

Customer may stop using Services at any time, subject to obligations under an applicable Order.

Customer is responsible for retrieving Customer Data during any applicable access period.

Keydris may retain information after termination to the extent reasonably necessary for security, legal compliance, dispute resolution, fraud prevention, backups, or other legitimate purposes described in the Privacy Policy.

Sections that by their nature should survive termination will survive, including provisions relating to confidentiality, intellectual property, accrued payment obligations, disclaimers, liability, indemnification, and general legal terms.

19. Intellectual Property

These Terms do not transfer ownership of Customer Data to Keydris.

Some components of the Services may be made available under open-source licenses.

The applicable open-source license controls solely with respect to the relevant open-source component to the extent it conflicts with these Terms.

No rights to Keydris trademarks or branding are granted except with Keydris’s written permission.

20. Feedback

If Customer voluntarily provides ideas, suggestions, recommendations, feature requests, comments, or other feedback concerning the Services (“Feedback”), Customer grants Keydris a worldwide, perpetual, irrevocable, royalty-free, fully paid-up right to use, reproduce, modify, distribute, and otherwise use that Feedback for any purpose without compensation or attribution.

Customer Data and Customer Confidential Information are not Feedback.

21. Product and Service Changes

Keydris is an early-stage and evolving technology platform.

The Services may change as Keydris develops the platform.

Where reasonably practicable, Keydris will provide advance notice if a change materially reduces core functionality of a paid Service Customer actively uses.

Nothing in this Section creates a service-level commitment or guarantees the future availability of a particular feature.

22. Changes to These Terms

Keydris may update these Terms as the Services, technology, business, commercial model, security environment, or applicable requirements evolve.

Updated Terms will identify their effective date.

If an update materially reduces Customer’s rights or materially increases Customer’s obligations regarding a paid Service, Keydris will provide reasonable advance notice through email, the Services, the website, or another reasonable method.

Changes reasonably necessary to address security threats, fraud, abuse, legal requirements, or urgent operational matters may become effective immediately or on shorter notice where reasonably necessary.

Customer’s continued use of the Services after updated Terms become effective constitutes acceptance where permitted by applicable law.

Price increases and new fees affecting Customer’s existing use remain subject to the 30-day advance email notice requirement in Section 16.

23. Electronic Communications

Customer agrees that Keydris may provide account, operational, contractual, security, billing, and legal communications electronically.

Electronic communications may be delivered by email, through Customer’s account, through the Services, or by posting through an appropriate Keydris service or website.

Customer is responsible for keeping its account contact information reasonably current.

24. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, INCLUDING EVALUATION SERVICES, ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

KEYDRIS DISCLAIMS WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND SECURITY TO THE EXTENT PERMITTED BY LAW.

KEYDRIS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR APPROPRIATE FOR EVERY USE CASE.

CUSTOMER IS RESPONSIBLE FOR INDEPENDENTLY EVALUATING THE SERVICES AND ITS AGENTS, SYSTEMS, POLICIES, CONFIGURATIONS, APPROVALS, AND UNDERLYING ACTIONS.

25. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

These limitations apply regardless of the form of action, whether in contract, tort, negligence, strict liability, or otherwise.

Nothing in these Terms excludes or limits liability that applicable law does not permit to be excluded or limited.

26. Customer Indemnification

Keydris will provide reasonable notice of an indemnified claim and reasonable cooperation.

Customer may control the defense and settlement of the claim.

Customer may not settle a claim in a manner that admits fault by, imposes liability on, or materially restricts Keydris without Keydris’s prior written consent.

27. Compliance, Export Controls, and Sanctions

Each party will comply with laws applicable to its own performance under these Terms.

Customer will not use the Services in violation of applicable export-control, trade-control, or economic-sanctions laws.

Customer represents that it will not knowingly use the Services for the benefit of a person or organization where doing so would be prohibited by applicable sanctions law.

28. Notices

Customer is responsible for maintaining accurate contact information.

29. Governing Law and Forum

These Terms and disputes arising out of or relating to these Terms or the Services are governed by the laws of the State of Delaware, without regard to its conflict-of-law principles.

The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for disputes arising out of or relating to these Terms or the Services.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

30. General

Order of Precedence

These Terms, applicable Orders, and any terms expressly incorporated by reference constitute the agreement governing the applicable Services.

If an Order expressly states that it overrides a provision of these Terms, the Order controls solely with respect to that conflict.

If a Data Processing Addendum applies to processing of personal information and conflicts with these Terms solely regarding that processing, the Data Processing Addendum controls for that conflict.

A purchase order issued by Customer is for administrative convenience only and does not modify these Terms unless Keydris expressly agrees in writing.

Assignment

Customer may not assign or transfer these Terms without Keydris’s prior written consent.

Keydris may assign these Terms in connection with a merger, acquisition, financing, corporate reorganization, or sale of all or substantially all relevant assets or business.

Force Majeure

Neither party is responsible for failure or delay caused by events beyond its reasonable control, except for payment obligations.

Severability

If a provision of these Terms is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain effective.

Waiver

Failure to enforce a provision does not waive that provision or another right.

Relationship

The parties are independent contractors.

These Terms do not create a partnership, joint venture, employment relationship, agency, fiduciary relationship, franchise, or other special relationship.

Neither party may bind the other except where expressly agreed.

No Third-Party Beneficiaries

These Terms do not create third-party beneficiary rights except where expressly stated.

Headings

Section headings are provided for convenience and do not affect interpretation.

Entire Agreement

These Terms, applicable Orders, and documents expressly incorporated by reference constitute the entire agreement between the parties concerning the applicable Services and supersede prior or contemporaneous understandings concerning those Services.