CyberAGI Inc.

Terms and Conditions (Excalibur and Related Services)

1. Introduction

CyberAGI Inc. ("CyberAGI," "we," "our" or "us") is a Delaware corporation that offers Excalibur and other AI‑driven cybersecurity software‑as‑a‑service platforms (collectively, the "Services"). These Terms and Conditions (the "Terms") constitute a legally binding agreement between you ("you" or "User") and CyberAGI. By accessing or using any Service, you acknowledge that you have read, understand, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not access or use the Services.

2. Eligibility and Account

1. Eligibility. Use of the Services is limited to individuals 18 years of age or older. We do not permit minors to create accounts or use the Services. If you are under the age of 18, you may not access or use the Services. By using the Services, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms on behalf of yourself or your employer.

2. Account Creation. To use certain Services, you may be required to register an account by providing accurate, current, and complete information. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account.

3. Authorized Representatives. If you create or use an account on behalf of an organization, you represent that you are authorized to act on behalf of that entity. Accounts registered using a corporate email address may be associated with the organization’s business account. You agree that your employer may control and access such accounts consistent with applicable law and internal policies.

3. License and Proprietary Rights

1. Limited License. Subject to your ongoing compliance with these Terms and payment of applicable fees, CyberAGI grants you a limited, revocable, non‑exclusive, non‑transferable, and non‑sublicensable license to access and use the Services for your internal business purposes in the United States. The Services are provided for use only in the U.S. and may not be exported or accessed from locations where doing so would be illegal.

2. Reservation of Rights. CyberAGI retains all right, title, and interest in and to the Services, including all software, documentation, user interfaces, source code, models, trademarks, and other intellectual property. Use of the Services does not transfer any ownership rights to you. You may not copy, reproduce, modify, translate, adapt, reverse engineer, decompile, disassemble, or create derivative works based on the Services, nor may you remove any proprietary notices or circumvent technical measures.

3. Feedback. If you provide any feedback or suggestions about our Services, you grant us a perpetual, irrevocable, worldwide, royalty‑free right to use and exploit that feedback without compensation to you.

4. Third‑Party Components. Certain Services include or interoperate with third‑party open‑source software licensed under permissive licenses such as MIT or Apache 2.0. Those components remain subject to their respective licenses. CyberAGI disclaims any warranties or liabilities associated with third‑party components beyond those contained in their licenses.

4. Acceptable Use

1. Prohibited Activities. You agree not to:

   • Use the Services in any unlawful, harmful, fraudulent, or abusive manner, including in a way that infringes, misappropriates, or violates any third‑party rights.

   • Modify, copy, lease, sell, sublicense, or distribute any Services or use the Services to provide a competing service or to train or develop models that compete with CyberAGI.

   • Reverse engineer, decompile, or attempt to discover the source code or underlying components of the Services, except where such restriction is prohibited by applicable law.

   • Interfere with or disrupt the Services or attempt to bypass security, rate‑limiting, or monitoring systems.

   • Represent that the output generated by the Services is human‑generated or fail to disclose the use of automated assistance when required by law.

2. No Misuse of Data. You may not use any content from the Services (including vulnerability data, penetration testing results, or code samples) to harm CyberAGI, other users, or any third parties. You are solely responsible for evaluating the accuracy and appropriateness of any output before relying on it. The Services generate output using statistical models and may produce inaccuracies or inappropriate content. CyberAGI does not warrant that any output will be accurate, reliable, or suitable for your particular use case.

5. Vulnerability Disclosure and Safe Harbor

We believe in responsible disclosure and welcome reports of security vulnerabilities. If you discover a vulnerability, please help us protect our users and infrastructure by following these guidelines:

1. Reporting. Report potential vulnerabilities to bug@cyberagi.ai as soon as possible. Include a description sufficient for us to understand and reproduce the issue. Do not access or modify data that does not belong to you, and avoid actions that could degrade the performance or availability of our Services.

2. Safe Harbor. If you adhere to this policy and act in good faith, CyberAGI will not pursue legal action or refer the matter to law enforcement. This safe harbor applies only to research conducted on systems that you own or have explicit permission to test and does not apply to any activities that violate applicable law or these Terms.

3. Public Disclosure. Please give us a reasonable period to investigate and resolve reported vulnerabilities before you disclose them publicly. We will work with you in good faith to coordinate public disclosure when appropriate.

4. Un-authorised Testing. This policy does not authorize security testing of any systems or networks that you do not own or have permission to test. You may be liable for damages or legal action if you perform unauthorized testing or misuse the information you discover.

5. Malicious Use. CyberAGI reserves all rights to pursue legal and equitable remedies against individuals who exploit vulnerabilities for malicious purposes, who exfiltrate data, or who fail to comply with this policy.

6. Legal and Ethical Use; No Liability for Misuse

1. Ethical Use Required. Excalibur and our other Services contain functionality that can be used to identify and exploit security flaws. You must only use the Services on systems and networks for which you have proper authorization. You agree not to use the Services for any unlawful or malicious purpose, including attacking or compromising third‑party systems without permission.

2. Obligation to Obtain Consent. Before performing any testing, scanning, or exploitation, you must obtain all necessary authorizations from the owners of the target systems. Failure to obtain authorization may violate laws and these Terms and may expose you to civil and criminal liability.

3. Assumption of Risk. You acknowledge that using our Services to test security controls can cause system instability, data loss, or downtime. You are solely responsible for any damage, loss of data, or loss of use that may result from your activities. You accept all risks associated with your use of the Services on any systems for which you do not accept the risk of damage.

4. Indemnification and Responsibility. You agree to indemnify and hold CyberAGI harmless from and against any and all claims, losses, costs, liabilities, or damages (including legal fees) arising from or relating to your use or misuse of the Services to conduct penetration tests, vulnerability assessments, or any other activity, whether malicious or non‑malicious. You will be responsible for all losses or liabilities incurred by CyberAGI in connection with any claim by a third party arising from your unlawful or unauthorized use. CyberAGI disclaims all liability for any harm resulting from your activities.

7. User Data and Ownership

1. User Data. You may provide data to the Services, including configuration files, metadata, logs, or other information ("User Data"). You represent and warrant that you have all necessary rights to provide User Data. You retain all ownership rights in your User Data. CyberAGI will not use your enterprise User Data to train or improve its models or RAG pipelines and will not use it for purposes other than providing the Services and fulfilling our contractual obligations.

2. Output. Any analytical results, reports, or recommendations generated by Excalibur or our other Services ("Output") are provided to you for your internal use. You may use, copy, or share the Output within your organization but may not distribute or publish Output externally without our written consent. Because AI systems can produce similar results for different users, we do not guarantee that Output is unique.

3. Enterprise vs. Free Plans. For enterprise customers, all processing (including storage of sensitive and personal data) is performed within your controlled environment; we do not ingest this data into our cloud. Telemetry and diagnostic information may be collected solely for troubleshooting and service improvement, and such telemetry will not include personal identifiers. For free or limited plans, we provide a managed environment where the underlying models and databases are hosted by us. Data uploaded under a free or limited plan will be stored in our cloud infrastructure only to provide the Service, and will not be used to train or refine our models or algorithms. We do not sell or share any free‑plan data without your explicit approval.

8. Data Privacy

Your use of the Services is governed by our Privacy Policy, which describes our data practices in detail. In summary, we strive to collect only the data that is necessary to operate our Services and never sell or rent your personal data. Service providers acting on our behalf are contractually required to handle data consistent with our policies and must delete or return the data after completing their services. We implement administrative, technical, and physical safeguards designed to protect your information. For more information, please read our Privacy Policy.

9. Subscriptions, Fees, and Payment

1. Plans. Our Services may be offered on a subscription basis. Free and trial plans provide limited functionality and may be subject to additional restrictions. Paid plans provide enhanced features, increased usage limits, or on‑premise deployment options. Plan details and pricing are described on our website or in an order form. All paid subscriptions automatically renew for successive renewal periods of equal length unless you notify us of your intent not to renew at least thirty (30) days prior to the end of the then‑current subscription term.

2. Payment. You agree to pay all fees associated with your chosen plan. Subscription fees are billed in advance for the applicable subscription term and will be charged to your designated payment method on a recurring basis until you cancel. You are responsible for any applicable taxes.

3. Refund Policy: all fees are non‑refundable and non‑cancellable except where required by law. If you believe a refund is warranted, you must submit a request to legal@cyberagi.ai or use the chat interface on our website within thirty (30) days of the charge; we will review refund requests at our sole discretion.

4. Changes. We may change our prices or plans. We will provide at least thirty (30) days’ notice of any price increase or material change to your plan. Such changes will take effect on the next renewal period following the notice. Your continued use of the Service after the notice period constitutes acceptance of the new price or plan.

10. Termination and Suspension

1. Termination by You. You may cancel your subscription or stop using the Services at any time. Cancellation will be effective at the end of your current billing period, and you remain responsible for any unpaid fees.

2. Suspension or Termination by CyberAGI. We may suspend or terminate your access to the Services (a) if you breach these Terms, (b) to comply with a legal obligation, or (c) if your use may cause harm or legal liability to us or others. We will strive to provide notice when practicable. Upon termination, your license to use the Services ends, and we may delete your account and data in accordance with our Privacy Policy.

3. Effect of Termination. Sections that by their nature should survive termination (such as proprietary rights, confidentiality, indemnification, warranty disclaimer, and limitation of liability) will remain in effect.

11. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. CYBERAGI DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON‑INFRINGEMENT. We do not guarantee that the Services will be uninterrupted, error‑free, or completely secure, nor do we guarantee that all vulnerabilities identified will be correct or that Output will be accurate or fit for your particular use case.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CYBERAGI AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS. CYBERAGI’S TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (a) THE AMOUNT PAID BY YOU TO CYBERAGI FOR THE SERVICES IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (b) US $100. THESE LIMITATIONS APPLY EVEN IF CYBERAGI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13. Indemnification

1. Your Indemnification. You agree to indemnify, defend, and hold harmless CyberAGI and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising from or relating to: (a) your use of the Services; (b) your violation of these Terms or applicable law; (c) your User Data or Output; or (d) your infringement or misappropriation of any third‑party rights.

2. Our Indemnification for Enterprise Plans. For enterprise customers who have entered into a separate enterprise agreement with CyberAGI, we will defend and indemnify you against claims that the Services, when used in accordance with that agreement, infringe or misappropriate a third party’s intellectual property rights. Our indemnification obligations are subject to the limitations and procedures set forth in the applicable enterprise agreement. This Section 13.2 does not apply to free or individual users.

14. Governing Law and Dispute Resolution

These Terms and any dispute arising from or relating to them are governed by the laws of the State of Delaware, without regard to its conflict‑of‑laws principles. Any dispute between you and CyberAGI will be resolved exclusively in the state or federal courts located in Delaware, and you consent to the personal jurisdiction and venue of those courts. Class Action Waiver: You agree that any dispute or claim will be brought solely on an individual basis and not as a plaintiff or class member in any purported class or representative proceeding. You and CyberAGI expressly waive any right to a jury trial.

15. Modifications

We may modify these Terms by posting an updated version on our website. Changes will become effective upon posting. We will endeavor to provide notice of material changes (e.g., by email or a notice on our site). Your continued use of the Services after changes take effect constitutes your acceptance of the modified Terms.

16. Miscellaneous

1. Entire Agreement. These Terms, together with any order forms and our Privacy Policy, constitute the entire agreement between you and CyberAGI regarding the Services and supersede all prior understandings.

2. Severability. If any provision of these Terms is held to be unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

3. Assignment. You may not assign or transfer these Terms without CyberAGI’s prior written consent. CyberAGI may assign its rights and obligations under these Terms without restriction.

4. Force Majeure. Neither party will be liable for delays or failures to perform due to causes beyond its reasonable control (e.g., acts of God, natural disasters, acts of government, war, terrorism, labor disputes).