SemSwitch Terms of Service

Version: 1.0 Effective Date: January 1, 2026

These Terms of Service ("Terms") govern access to and use of the SemSwitch Services. If you do not agree, do not use the Services.

If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization, and "Customer" refers to that organization.

1. Definitions

"Company": SemSwitch, Inc.

"Services": SemSwitch's governance control plane, evidence services, APIs, SDKs, optional LLM governance endpoints, optional Cross-Tenant Insights, and related tools (including any installer).

"Customer": The entity using the Services under an order form, subscription, or other written agreement.

"Authorized Users": Individuals authorized by Customer to use the Services.

"Customer Data": Data submitted to the Services by or on behalf of Customer, including evidence events, configuration snapshots, policies, and other content.

"Evidence Artifacts": Outputs and records produced by the Services related to integrity and audit (e.g., cryptographic chains, Merkle batches/roots, anchoring receipts, verification reports, exports).

"Order Form": Any ordering document that specifies purchased Services, fees, and term.

"Documentation": Materials provided by Company describing the Services.

2. Eligibility and Account Registration

You must be at least 18 years old (or the age of majority where you live) to create an account. If you are an Authorized User accessing the Services under a Customer account, you represent that you meet this requirement.

Customer is responsible for:

Ensuring Authorized Users comply with these Terms
Managing access and permissions
Maintaining accurate account information

3. Customer Responsibilities and Admin Controls

3.1 Admin Authority

Customer may designate administrators who can:

Manage access
Configure guard/policy settings
Manage evidence retention and exports (as supported)
Enable/disable optional components (e.g., Cross-Tenant Insights, anchoring options, LLM routing options)

3.2 Security of Credentials and Tokens

Customer is responsible for:

Safeguarding passwords, API keys, and service tokens
Preventing unauthorized access
Promptly notifying Company of suspected compromise at security@semswitch.com

3.3 Integration Integrity Requirements (Evidence Ingestion Boundary)

SemSwitch evidence ingestion endpoints are designed to be called from trusted server-side environments (not directly from public clients). Customer must not expose service tokens to End Users or permit unauthenticated third parties to submit evidence events.

Customer remains responsible for validating and filtering inputs from untrusted clients before forwarding evidence events into SemSwitch.

4. Acceptable Use and Prohibited Conduct

You agree not to (and not to allow anyone to):

Violate law or use the Services for unlawful, harmful, or fraudulent activity.
Circumvent security controls, rate limits, access restrictions, or tenant isolation.
Reverse engineer or attempt to discover source code, underlying models, or non-public interfaces, except to the extent prohibited by law.
Interfere with or disrupt the Services, including by introducing malware or denial-of-service activity.
Misuse Evidence Artifacts, including:
- Forging or fabricating evidence events or receipts
- Attempting to alter or suppress evidence chain metadata
- Misrepresenting SemSwitch Evidence Artifacts as proving facts they do not technically prove
- Using Evidence Artifacts to deceive auditors, regulators, courts, customers, or other third parties
Submit secrets or credentials into evidence payloads or other inputs, except as explicitly intended by Customer policy and with appropriate safeguards.
Use the Services to build a competing product, including extracting or harvesting non-public system behavior at scale.

Company may suspend or terminate access for violations or security risk.

5. Customer Data

5.1 Ownership

As between Customer and Company, Customer retains all right, title, and interest in Customer Data.

5.2 License to Process

Customer grants Company a limited license to host, process, transmit, and display Customer Data solely to provide, secure, and support the Services and as otherwise permitted by the parties' written agreement.

5.3 Aggregated and Anonymized Data

Customer agrees that SemSwitch may use usage data and evidence logs in an aggregated, anonymized format to improve Services and train internal/external models.

5.4 Customer Obligations

Customer is responsible for:

Ensuring it has the rights and legal bases to provide Customer Data to Company
Configuring the Services appropriately for its regulatory and operational requirements
Determining what End User data is captured and sent as part of evidence events

6. Evidence Artifacts: What SemSwitch Produces and What It Does Not

6.1 What Is Produced

Depending on configuration, the Services can produce:

Tamper-evident evidence-chain metadata (cryptographic chaining across event sequences)
Merkle batching artifacts and roots
Optional timestamp authority receipts and/or optional public blockchain anchors (integrity artifacts)
Verification results and reports
Exports/bundles of evidence and integrity artifacts

6.2 Tamper-Evident vs. Immutable (Explicit)

Tamper-evident means evidence records are structured so that post-ingest modification can be detected via cryptographic verification.

Immutable/WORM storage is not guaranteed for Customer Data by default.

If Customer enables optional anchoring:

Timestamp receipts and public blockchain anchors are effectively immutable once published, but they are intended to contain only cryptographic hashes (e.g., Merkle roots), not plaintext evidence payloads.

6.3 Limits of Proof

Evidence Artifacts:

May demonstrate integrity properties (e.g., detectability of tampering after ingestion)
Do not prove that an underlying real-world event occurred as described
Do not prove that Customer integrations were uncompromised
May include events originating from Customer-controlled clients, which are attestations unless independently validated by Customer-controlled trusted services

Company does not warrant that any artifact will be admissible or sufficient for any particular legal or regulatory purpose.

6.4 Deletion and Crypto-Shredding Interaction

Where supported, encrypted evidence payload deletion may be performed via crypto-shredding (key destruction). Customer acknowledges that:

Public anchors (if enabled) are generally not reversible
Integrity metadata (hashes/receipts) may remain after payload deletion to preserve verifiability of audit trails; such metadata is not sufficient to reconstruct deleted payloads

7. SemSwitch Outputs, AI/LLM Features, and Limitations

7.1 Nature of Service

SemSwitch is a technical governance platform, not a legal advisor. We certify the integrity of the evidence, not the compliance of the outcome. You (the Customer) are the final decision maker.

7.2 AI Limitations

The Services may include optional LLM-based evaluation (e.g., validation or contradiction checks). Outputs:

May be incorrect, incomplete, or misleading
May vary based on configuration, models used, and inputs
Are not a substitute for professional judgment

7.3 No Professional Advice

Company does not provide legal, medical, or compliance advice. Customer is responsible for determining how to use the Services for its obligations.

7.4 Customer Control Over Routing

If Customer enables cloud-routed LLM evaluation, Customer is responsible for deciding what data is submitted and for ensuring appropriate permissions and notices.

8. Cross-Tenant Insights (Optional)

8.1 Participation and Scope

Cross-Tenant Insights are optional and are designed to operate on privacy-preserving contribution signals from participating Customers. Participation is opt-in only via admin controls in the Services.

8.2 Hard Boundaries (Non-Features)

Customer acknowledges the Services are not intended to provide:

Individual-level cross-tenant signals
Real-time cross-tenant query access
Live generative UI that auto-mutates production UX/copy
Autonomous config push into Customer environments without Customer control

8.3 Claim Boundaries for Causal/Fairness Outputs

Where the Services provide causal/fairness-style diagnostics, Customer acknowledges and agrees that Company explicitly refuses to claim:

That measured effects are necessarily causal in real-world deployment
That synthetic or offline validation guarantees transfer to all production contexts
That outputs constitute fairness compliance certification
That the system prevents all malicious contribution or supply-chain manipulation

9. Confidentiality

Confidentiality obligations may be set forth in a separate agreement (e.g., NDA or MSA). If none exists, the following applies:

Each party will protect the other party's Confidential Information using reasonable measures and will use it only to perform under these Terms.

Confidential Information means non-public information designated as confidential or that reasonably should be understood to be confidential given its nature and circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was rightfully known prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Confidential Information.

Confidentiality obligations survive termination for 3 years, except for trade secrets which remain protected as long as they qualify as trade secrets under applicable law.

10. Third-Party Services and Integrations

The Services may interoperate with third-party services (including model providers) as configured by Customer. Company is not responsible for third-party services, and Customer's use of them is governed by the third party's terms.

11. Fees, Billing, Taxes, Refunds

11.1 Fees and Billing

Self-serve (card): Monthly or Annual subscription, auto-renewing unless canceled before the next billing cycle.

Enterprise (invoice): Annual, invoiced per Order Form terms, unless an Order Form specifies otherwise.

11.2 Usage-Based Components

Some Services may include usage-based components (e.g., credits/usage units). Usage, included allowances, and any additional charges are described in the Services and/or Order Form. Unless otherwise stated, purchased credits are non-refundable.

11.3 Taxes

Fees are exclusive of all taxes, and Customer is responsible for payment of applicable taxes, duties, and assessments, except for taxes based on Company's income.

11.4 Refunds

Fees are non-refundable and non-creditable except where required by law or expressly stated in an Order Form.

11.5 Trials

We may offer a free plan and/or other trial access as described in the Services. Trial availability and included features are described in the Services.

11.6 Late Payment and Suspension

Card / self-serve:

If a payment fails, we will retry and notify you.
Grace period: 7 days to update payment method.
After 7 days overdue: access may be suspended until paid.

Invoices:

Due date: Net 30 from invoice date (unless Order Form specifies otherwise).
Late fees/interest: 1.5% per month (or the maximum allowed by law, whichever is lower).
Suspension: If overdue 15+ days, Company may suspend Services until paid.
Termination: If overdue 30+ days, Company may terminate for non-payment.

12. Intellectual Property; Feedback

12.1 Company IP

Company retains all rights in the Services, including software, SDKs, APIs, and Documentation, excluding Customer Data.

12.2 Customer License

Subject to these Terms and payment of fees, Company grants Customer a limited, non-exclusive, non-transferable right to access and use the Services during the subscription term.

12.3 Feedback

If you provide feedback, you grant Company a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction.

13. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

COMPANY DOES NOT WARRANT THAT:

THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE
EVIDENCE ARTIFACTS WILL BE LEGALLY SUFFICIENT FOR ANY PARTICULAR AUDIT OR PROCEEDING
OPTIONAL LLM OUTPUTS WILL BE ACCURATE OR COMPLETE

14. Limitation of Liability

14.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE FEES PAID BY CUSTOMER TO COMPANY IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) TWO HUNDRED DOLLARS ($200).

14.2 Excluded Damages

IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.3 Carve-Outs

The limitations in Sections 14.1 and 14.2 do not apply to:

Fraud or willful misconduct
Gross negligence
Death or personal injury to the extent not limitable by applicable law
Company's indemnification obligations under Section 15.2

14.4 Confidentiality Breach

Damages for breach of confidentiality obligations remain subject to the general liability cap in Section 14.1; however, either party may seek injunctive or other equitable relief for unauthorized disclosure or use of Confidential Information.

15. Indemnification

15.1 Customer Indemnification

Customer shall indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

Customer Data or Customer Content
Customer's use or misuse of the Services
Customer's End Users' use of the Services
Customer's violation of applicable law or these Terms

15.2 Company Indemnification

Company shall indemnify, defend, and hold harmless Customer from and against any third-party claims alleging that the Services (as provided by Company and used in accordance with these Terms) infringe a third party's intellectual property rights, and shall pay any resulting damages finally awarded or settlement amounts.

Exclusions: Company's indemnification obligations do not apply to claims arising from: (a) Customer Data; (b) combination of the Services with other products, services, or data not provided by Company; (c) modifications to the Services not made by Company; or (d) Customer's use of the Services in violation of these Terms.

16. Termination and Suspension

16.1 Term

These Terms continue until terminated or replaced by an Order Form/MSA for the Customer.

16.2 Suspension

Company may suspend access to protect the Services, Customer, or others (including for security incidents or prohibited conduct).

16.3 Termination for Convenience

Either party may terminate a subscription by providing notice before the next renewal period. Termination takes effect at the end of the then-current subscription term.

16.4 Termination for Cause

Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure within 30 days of receiving notice (or immediately if the breach is not curable).

16.5 Effect of Termination

Upon termination:

Export: Customer may export Customer Data via the Services' export functionality (where available) for up to 30 days following termination.

Deletion: Following the export period, Company will delete Customer Data in accordance with its standard deletion processes. Deletion of evidence payloads is implemented via crypto-shredding (key destruction); integrity metadata (hashes/receipts) may remain to preserve verifiability of audit trails. Any optional public anchoring—if enabled—is effectively permanent once published.

Legal hold: If Company receives a legal hold or preservation notice, Company may retain relevant data as required and will notify Customer to the extent permitted by law.

Survival: Sections 5 (Customer Data), 9 (Confidentiality), 12 (IP), 13 (Disclaimers), 14 (Limitation of Liability), 15 (Indemnification), 18 (Governing Law), and 19 (Miscellaneous) survive termination.

17. Changes to the Services or Terms

We may update the Services and these Terms. Material changes will be notified via email to the Account Owner and/or by posting notice on the Site at least 30 days before the change takes effect (or as otherwise required by applicable law or contract).

18. Governing Law; Venue; Dispute Resolution

18.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.

18.2 Venue

Any legal action or proceeding arising out of or related to these Terms shall be brought exclusively in the state or federal courts located in New Castle County, Delaware, and each party consents to the jurisdiction of such courts.

18.3 Arbitration

These Terms do not require arbitration.

18.4 Class Action Waiver

These Terms do not include a class action waiver.

19. Miscellaneous

19.1 Assignment

Customer may not assign these Terms without Company's prior written consent, except to a successor in connection with a merger, acquisition, or sale of all or substantially all assets. Company may assign these Terms without restriction. Any attempted assignment in violation of this section is void.

19.2 Severability

If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect.

19.3 Entire Agreement / Order of Precedence

These Terms, together with any Order Form or MSA, constitute the entire agreement between the parties regarding the Services. In case of conflict, the order of precedence is: (1) Order Form or MSA, (2) these Terms, (3) Documentation.

19.4 Notices

Notices to Company should be sent to legal@semswitch.com and:

SemSwitch, Inc. 8 The Green, Suite B Dover, DE 19901

Notices to Customer will be sent to the email address associated with the Account Owner.

19.5 No Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision.

20. Support

Support is provided on a commercially reasonable efforts basis. No guaranteed response times, uptime commitments, or service credits are included in these Terms.

Enterprise customers may negotiate SLA terms (uptime %, response times, credits) in a signed Order Form and/or separate Support/SLA exhibit; those terms govern for such customers.

21. Data Processing Addendum

If you require a Data Processing Addendum (DPA), our standard DPA is available at /dpa.

To request execution: contact legal@semswitch.com or privacy@semswitch.com. The DPA may be executed via countersignature or incorporated by reference in an Order Form.

22. HIPAA / BAA

The Services are not offered as HIPAA-compliant and are not intended for Protected Health Information (PHI). Customer must not upload or process PHI in SemSwitch. No Business Associate Agreement (BAA) is offered at this time.

23. Contact

Legal notices: legal@semswitch.com

Privacy requests: privacy@semswitch.com

Security reports: security@semswitch.com

Support: support@semswitch.com

Mailing address: SemSwitch, Inc. 8 The Green, Suite B Dover, DE 19901

Version 1.0 — Effective January 1, 2026