Terms of Service
These Terms of Service ("Terms") govern your access to and use of the websites, products, services, APIs, SDKs, CLI, and related features provided by Saykai LLC ("Saykai," "we," "us," "our") (collectively, the "Services"). By accessing or using the Services, you agree to these Terms.
If you are using the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization, and "you" refers to that organization.
For questions, contact legal@saykai.com.
1. Agreement to these Terms
By accessing or using the Services, you agree to be bound by these Terms and any policies or documents incorporated by reference, including our Privacy Policy. If you do not agree, do not use the Services.
If you sign an order form, pilot agreement, subscription agreement, or other written agreement with Saykai (an "Order Form"), that agreement may control in the event of a conflict for the Services covered by that Order Form.
2. Eligibility
You must be able to form a binding contract to use the Services. You may not use the Services if you are barred from doing so under applicable law.
The Services are not intended for use by children, and you may not use the Services if you are under 13 (or the age of digital consent in your jurisdiction, if higher).
3. Accounts, access, and security
3.1 Account registration
You may need an account to use parts of the Services. You agree to provide accurate information and keep it current.
3.2 Credentials and responsibility
You are responsible for:
- Maintaining the confidentiality of your credentials, API keys, and tokens
- All activity that occurs under your account or credentials
- Ensuring only authorized users access your organization workspace
If you believe your account has been compromised, contact us at security@saykai.com promptly.
3.3 Administrative users
If your organization designates administrators, those administrators may control access, permissions, and settings, and may access, manage, or remove your account as permitted by your organization.
4. The Services
4.1 What we provide
Saykai provides tools designed to help teams evaluate and gate behavior changes using scenarios, log replays, specifications, and related artifacts. The Services may generate reports, metrics, verdicts, and other outputs ("Outputs").
4.2 No guarantee of safety or fitness
The Services help you test and gate changes, but they do not guarantee that any system, model, robot, agent, or workflow is safe, compliant, error-free, or suitable for any purpose. You are solely responsible for your systems, deployments, testing strategy, compliance obligations, and operational decisions.
4.3 Changes to the Services
We may modify, add, or remove features. We may also maintain, update, or discontinue parts of the Services. If we make a material change that adversely affects paying customers, we will use reasonable efforts to provide notice.
4.4 Availability
We do not guarantee uptime or uninterrupted access unless an Order Form or SLA expressly provides otherwise.
5. Beta, pilot, and preview features
If you access beta, pilot, evaluation, early access, or preview features ("Beta Services"):
- Beta Services may be experimental and may change at any time
- Beta Services may be unavailable, incomplete, or inaccurate
- Beta Services are provided as-is and as available, without warranties of any kind
- You use Beta Services at your own risk
- We may suspend or terminate Beta Services at any time
6. Customer Content and data
6.1 Customer Content
"Customer Content" means any data, information, files, configurations, scenarios, logs, traces, replay sessions, prompts, Safety Specs, Safety Packs, evaluation artifacts, and related materials that you or your users submit to the Services or make available for processing.
Customer Content may include personal data depending on what you submit. You are responsible for ensuring you have all rights, permissions, and lawful bases needed to provide Customer Content to Saykai and to authorize our processing of it under these Terms and any applicable Order Form or DPA.
6.2 License to process Customer Content
You grant Saykai a worldwide, non-exclusive license to host, store, transfer, display, reproduce, process, modify (solely for technical purposes such as formatting), and otherwise use Customer Content only as necessary to:
- Provide, secure, and maintain the Services
- Generate Outputs and reports you request
- Prevent or address technical or security issues
- Comply with law and enforce these Terms
6.3 Outputs
As between you and Saykai, you own your Customer Content. Outputs are generated from processing Customer Content and system inputs. Unless prohibited by law or contract, you may use Outputs for your internal business purposes.
You are responsible for reviewing Outputs before relying on them. Outputs may contain errors, omissions, or misleading conclusions due to limitations in tools, inputs, evaluators, environments, or configuration.
6.4 Data Processing Addendum
If you and Saykai enter into a Data Processing Addendum ("DPA"), the DPA will govern how we process personal data within Customer Content when applicable.
7. Intellectual property
7.1 Saykai IP
Saykai and its licensors own all rights, title, and interest in and to the Services, including software, documentation, interfaces, designs, trademarks, and all improvements and derivatives ("Saykai IP"). These Terms do not grant you any ownership in Saykai IP.
7.2 Your IP
You retain ownership of Customer Content and any materials you provide to Saykai, subject to the licenses granted in these Terms.
7.3 Feedback
If you provide suggestions, ideas, or feedback ("Feedback"), you grant Saykai a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate that Feedback into the Services without any obligation to you.
8. Acceptable use
You agree not to, and will not permit others to:
8.1 Illegal, harmful, or abusive use
- Use the Services in violation of any applicable law or regulation
- Use the Services to infringe, misappropriate, or violate any third-party rights
- Use the Services to transmit malware or harmful code, or to interfere with the integrity or performance of the Services
8.2 Security and misuse
- Attempt to gain unauthorized access to the Services, accounts, systems, or networks
- Probe, scan, or test vulnerabilities except as expressly authorized in writing
- Bypass or circumvent access controls, rate limits, or usage restrictions
- Use the Services to create or facilitate unauthorized surveillance, exploitation, or harm
8.3 Reverse engineering and competitive use
- Reverse engineer, decompile, or disassemble the Services, except to the extent prohibited by law
- Use the Services to build or improve a competing product, or to benchmark the Services publicly without our prior written consent
8.4 High-risk decisions
Use the Services as the sole basis for decisions that could result in serious harm (for example, decisions involving life-safety, emergency response, or physical safety-critical operations) without appropriate independent safeguards, oversight, and validation
We may suspend or terminate access for violations or suspected violations of this section.
9. Confidentiality
9.1 Confidential Information
"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential, including Customer Content, security information, product plans, and non-public technical information.
9.2 Protection
Each party will use reasonable measures to protect the other party’s Confidential Information and will use it only to perform obligations and exercise rights under these Terms.
9.3 Exclusions
Confidential Information does not include information that:
- Is or becomes public through no breach
- Was known to the receiving party without confidentiality obligations
- Is independently developed without use of the Confidential Information
- Is rightfully received from a third party without confidentiality obligations
9.4 Compelled disclosure
A party may disclose Confidential Information if required by law, provided it uses reasonable efforts to give notice (if legally permitted) and discloses only what is required.
10. Third-party services and integrations
The Services may interoperate with third-party services (for example, CI providers, code hosts, cloud storage, telemetry systems). Your use of third-party services is governed by the third party’s terms. Saykai is not responsible for third-party services.
11. Fees, billing, taxes
11.1 Fees
If you purchase paid Services, you agree to pay fees described in an Order Form or plan page. Fees are non-refundable except as required by law or expressly stated in an Order Form.
11.2 Taxes
Fees are exclusive of taxes. You are responsible for applicable taxes, except taxes based on Saykai’s net income.
11.3 Trials
If we provide a free trial or credits, we may modify or end them at any time. Trials are provided as-is and may be subject to usage limits.
12. Suspension and termination
12.1 Suspension
We may suspend your access immediately if we reasonably believe:
- Your use poses a security risk to the Services or others
- You have violated these Terms
- We must do so to comply with law
- Your use could cause harm, disruption, or significant liability
We will use reasonable efforts to provide notice and to restore access if the issue is resolved.
12.2 Termination by you
You may stop using the Services at any time. If you have a paid subscription, termination may be governed by your Order Form.
12.3 Termination by us
We may terminate your access if you materially breach these Terms and fail to cure within a reasonable period after notice, or immediately for severe violations (including security or unlawful conduct).
12.4 Effect of termination
Upon termination:
- Your right to access the Services ends
- Certain provisions survive, including IP ownership, confidentiality, disclaimers, limitations of liability, indemnity, and dispute resolution
- Customer Content handling will follow your Order Form and, if applicable, your DPA and retention settings, subject to legal requirements and backups
13. Disclaimers
THE SERVICES (INCLUDING BETA SERVICES AND OUTPUTS) ARE PROVIDED AS-IS AND AS AVAILABLE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SAYKAI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
SAYKAI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT OUTPUTS WILL BE ACCURATE, COMPLETE, OR RELIABLE.
14. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
SAYKAI WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.
SAYKAI’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO SAYKAI FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR $100 IF YOU HAVE NOT PAID ANY AMOUNTS.
Some jurisdictions do not allow certain limitations. In that case, the limitation applies to the maximum extent permitted.
15. Indemnification
You will defend, indemnify, and hold harmless Saykai and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
- Your Customer Content
- Your use of the Services in violation of these Terms or applicable law
- Your systems, deployments, products, or services that use or rely on the Services or Outputs
- Alleged infringement or misappropriation by your Customer Content
Saykai will promptly notify you of any claim and reasonably cooperate at your expense. You will not settle any claim in a way that imposes obligations on Saykai without Saykai’s prior written consent.
16. Compliance and export
You agree to comply with all applicable laws and regulations, including export control and sanctions laws. You represent that you are not located in, under control of, or a national or resident of any country subject to comprehensive sanctions, and that you are not on any restricted party list.
17. Government use
If you are a government entity or are using the Services on behalf of one, the Services are commercial computer software and documentation, and your rights are limited to those expressly granted in these Terms and any applicable Order Form.
18. Dispute resolution, arbitration, and class action waiver
18.1 Informal resolution
Before filing a claim, you agree to contact legal@saykai.com and provide a brief description of the dispute and the relief requested. The parties will attempt to resolve the dispute informally for at least 30 days.
18.2 Binding arbitration
If the dispute is not resolved, and to the maximum extent permitted by law, you and Saykai agree to resolve any dispute arising out of or relating to these Terms or the Services through binding arbitration, rather than in court, except that either party may seek injunctive or equitable relief for misuse of intellectual property, confidentiality breaches, or security violations.
18.3 Class action waiver
YOU AND SAYKAI AGREE THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.
18.4 Opt-out
You may opt out of arbitration and the class action waiver by emailing legal@saykai.com within 30 days of first accepting these Terms, stating you want to opt out. Opting out does not affect any other provisions.
18.5 Governing law
These Terms are governed by the laws of the State of Delaware, excluding its conflict of laws rules. If arbitration is found unenforceable, disputes will be brought in the state or federal courts located in Delaware, and you consent to venue and personal jurisdiction there.
19. Changes to these Terms
We may update these Terms from time to time. If we make material changes, we will provide reasonable notice by posting updated Terms or through the Services. Your continued use of the Services after the effective date of the updated Terms constitutes acceptance.
20. Notices
You consent to receive notices electronically, including through the Services, email, or by posting on our website. You are responsible for keeping your contact information current.
21. Miscellaneous
21.1 Assignment
You may not assign these Terms without our prior written consent. Saykai may assign these Terms as part of a merger, acquisition, reorganization, or sale of assets.
21.2 Force majeure
Neither party is liable for delays or failures caused by events beyond reasonable control.
21.3 Severability
If any provision is held unenforceable, the remaining provisions remain in effect.
21.4 No waiver
A failure to enforce any provision is not a waiver.
21.5 Entire agreement
These Terms, together with any incorporated policies and any applicable Order Form, are the entire agreement regarding the Services and supersede prior or contemporaneous agreements on the subject matter.