SemSwitch Terms of Service
Version: 2.0
Revision date: September 4, 2026
These Terms govern access to the websites, software, APIs, computing services, research previews, and related materials that SemSwitch, Inc. ("SemSwitch," "we," or "us") makes available subject to these Terms (the "Services"), including Setsuna. They distinguish public information, evaluation access, and any services actually purchased; a description of a possible offering is not an agreement to supply it.
1. Agreement and authority
You accept these Terms by affirmatively agreeing to them, executing an agreement that incorporates them, or accessing a Service after being presented with these Terms and clear notice that the action constitutes acceptance. If you do not agree, do not take that action. A link in a website footer, by itself, does not establish that you accepted a paid contract, a confidentiality agreement, or a securities transaction.
If you act for an organization, you represent that you have authority to bind it. "Customer" means that organization, or you if you validly contract in your individual capacity. Account access and evaluation participation are for persons at least 18 years old who can form a binding contract. An authorized user must also comply with the customer's applicable agreement.
An order form, statement of work, evaluation agreement, or other ordering document accepted by both parties is an "Order." An Order identifies the actual service, permitted use, applicable term, and any fees. A separately negotiated master agreement or Order prevails over conflicting provisions of these Terms to the extent it addresses the conflict. An applicable Data Processing Addendum ("DPA") controls conflicts concerning personal-data processing, and mandatory provisions of an executed international-transfer instrument prevail over conflicting contractual terms. Documentation explains supported operation but does not override an agreed security, data-protection, or commercial commitment.
Our Privacy Policy explains personal-information handling; it is not blanket consent to optional processing. An existing agreement is not replaced merely because this revision appears on our website.
2. Services and permitted access
Subject to the applicable agreement, SemSwitch grants Customer a limited, non-exclusive right to access and use the Services made available to it during the authorized term. Downloadable software is licensed under the license supplied with it or, where no separate license is supplied, under these Terms solely to access the authorized Service. No ownership of SemSwitch technology is transferred.
Access may depend on an invitation, account, supported client, approved configuration, available capacity, or an Order. Features, resource limits, supported locations, and permitted deployment or integration models are those identified for the actual offering. Dedicated deployment, customer-cloud operation, redistribution, embedding, or OEM rights require the applicable express authorization; a roadmap or sales discussion does not itself grant them.
Customer is responsible for its applications and for obtaining the rights and permissions needed for its workload and third-party connections. SemSwitch remains responsible for its own service obligations and its providers as required by the applicable agreement; describing infrastructure as third-party does not remove that responsibility.
3. Research previews and evaluations
A Service identified as research preview, experimental, alpha, beta, trial, or evaluation is a "Preview." A Preview is for evaluation and development within its stated scope, not production or business-critical reliance unless expressly agreed in writing. It may change, be unavailable, have limited capacity, or be withdrawn. It does not include an uptime guarantee, response-time commitment, recovery guarantee, or service credits unless an Order expressly provides them.
Customer should use synthetic, minimized, or appropriately de-identified test data and maintain any copies needed outside the Preview. Workloads and temporary storage may end when a lease expires, access is revoked, a host fails, capacity is reclaimed, or the authorized evaluation ends. A renewable or long-running sandbox is not a promise of durable storage or uninterrupted execution.
Preview limits and access periods are communicated through the applicable invitation, documentation, interface, or Order. They are not permanently fixed by these Terms. SemSwitch may adjust them to manage capacity, security, and the evaluation, with reasonable advance notice where practicable. Withdrawal of a paid evaluation remains subject to the applicable Order and the refund provisions in Section 12.
Preview access does not automatically become a paid subscription. Production availability, future features, pricing, and commercial arrangements require separate confirmation. Published benchmark measurements describe the documented tests and environments; they are not guarantees for every workload or a service-level agreement. Nothing in this section permits misleading factual claims.
4. Accounts, credentials, and organizational users
Customer must provide accurate account information, authorize only appropriate users, manage access when roles change, and take reasonable steps to safeguard credentials. Do not share an individual credential where individual access is required or bypass authentication, organization boundaries, access policies, or quotas.
Customer is responsible for authorized users' use of its account and for securing credentials under its control, but is not made responsible by this section for a compromise caused by SemSwitch's breach of its own obligations. Notify security@semswitch.com promptly of suspected unauthorized access. SemSwitch may require verification or temporarily restrict affected access to investigate and contain a security risk.
5. Acceptable use
Setsuna may be used for authorized execution of untrusted code, agent workflows, testing, evaluation, and other workloads supported by the applicable offering. "Untrusted" does not mean that Customer is authorized to attack other systems or expose other people to harm.
Customer must not:
- Use the Services unlawfully, fraudulently, or in violation of another person's privacy, intellectual-property, or other rights; distribute malicious software against third parties; operate phishing or credential-theft systems; or send unlawful unsolicited communications.
- Access another customer's data or resources, attempt a host or isolation escape, probe systems outside an expressly authorized testing scope, or deliberately impair the Services or a third-party system. Testing inside a permitted guest does not authorize testing the host or control plane.
- Evade payment, resource limits, access restrictions, or security controls; conceal prohibited activity; or resell, share, or redistribute access outside the rights expressly granted.
- Use shared or Preview resources for cryptocurrency mining, denial-of-service testing, or materially disruptive load generation without prior written authorization. Ordinary authorized product benchmarking is not prohibited.
- Extract or disclose non-public proprietary implementation details, private configuration profiles, credentials, or protected interfaces through unauthorized means; remove applicable proprietary notices; or reverse engineer proprietary software except to the extent a separate license or non-waivable law permits it.
- Process data or conduct activities for which the required legal authority, contractual safeguards, or expressly agreed service capabilities are absent, including prohibited export-controlled, classified, or regulated workloads.
Security research that could affect SemSwitch infrastructure or others requires prior written authorization defining its scope. Report suspected vulnerabilities to security@semswitch.com without accessing unnecessary data, maintaining persistence, or disrupting service. This paragraph is not a blanket penetration-testing authorization or a promise of a bounty.
We do not prohibit an organization from evaluating the Services merely because it develops related technology. Restrictions protect authorized boundaries and proprietary information, not lawful independent development or rights granted by an open-source license.
6. Customer Content and data protection
"Customer Content" means code, commands, files, environment values, inputs, outputs, and other material submitted or generated on Customer's behalf through the Services, including content-bearing diagnostic records. As between the parties, Customer retains its rights in Customer Content and the results of its workloads. This does not transfer ownership of SemSwitch software or third-party material embedded in a result.
Customer authorizes SemSwitch to host, execute, copy, transmit, and otherwise process Customer Content only as needed to provide, secure, maintain, and support the authorized Service in accordance with the agreement and lawful documented instructions. Customer is responsible for obtaining the rights and legal bases needed for its instructions. SemSwitch does not obtain a general right to publish, sell, or license Customer Content.
SemSwitch will not use Customer Content to train general-purpose AI models or disclose it to other customers. Customer-directed model training or evaluation may be supported under the applicable offering without granting SemSwitch independent training rights. Information does not cease to be Customer Content simply because it appears in a log. Measurements used for general service improvement must not disclose Customer Content, identify a person or customer, or circumvent confidentiality or applicable data-protection restrictions.
Where applicable law requires a processor agreement for the intended use, the parties must enter an appropriate DPA before that processing begins. A standard DPA is available at /dpa; any required service schedule and transfer arrangements must be completed for the actual service. Technical ability to submit data is not approval for a regulated workload.
Do not submit protected health information requiring a business associate agreement, payment-card authentication data, classified information, or other specially regulated or sensitive datasets unless SemSwitch expressly authorizes that use in writing and the necessary agreements and safeguards are in place. Do not use the Services as the sole control for an activity in which failure could foreseeably cause death, serious physical harm, or severe environmental damage. These restrictions do not excuse either party's legal obligations for information it actually receives.
7. Intellectual property, feedback, and publications
SemSwitch and its licensors retain their rights in the Services, documentation, private profiles, and related technology, excluding Customer Content. Separately licensed open-source and third-party components remain subject to their own licenses. These Terms do not restrict rights those licenses grant or replace applicable notices, attribution, or source-code obligations.
Customer may voluntarily provide suggestions and feedback. SemSwitch may use that feedback to improve its products without an obligation to pay, but this permission does not transfer Customer Content, authorize disclosure of Customer's Confidential Information, or grant rights in separately identified customer technology.
Unless a separately agreed confidentiality restriction applies, Customer may publish results of authorized evaluations, including comparisons, provided it accurately describes material conditions and limitations and does not disclose protected information or imply SemSwitch endorsement. Publicly released SemSwitch benchmark materials remain subject to their stated licenses and notices. Customer's independent results are not automatically SemSwitch Confidential Information merely because they concern performance.
Neither party may use the other's name or logo as a customer endorsement without permission. Truthful identification required by law, and ordinary attribution without an implication of endorsement, are not prohibited.
8. Confidentiality
"Confidential Information" means non-public information disclosed in connection with the Services that is marked confidential or reasonably should be understood to be confidential, including Customer Content and non-public technical or business information. It excludes information the recipient can demonstrate was already lawfully known without restriction, became public without breach, was lawfully received from another source without a duty of confidence, or was independently developed without use of the disclosed information.
Each party will use the other's Confidential Information only to perform or exercise rights under the agreement, protect it with reasonable care, and disclose it only to persons with a need to know who are bound by appropriate confidentiality duties. A disclosure required by law is permitted only to the required extent, with advance notice and reasonable assistance to seek protection where legally permitted.
These duties continue for three years after the agreement ends; trade secrets remain protected while they qualify as trade secrets, and Customer Content and personal information remain protected for as long as they are retained. An agreed NDA prevails to the extent it provides a different applicable confidentiality arrangement. Neither public website access nor sending an unsolicited business proposal creates an additional NDA beyond obligations otherwise applicable.
9. Fees and commercial terms
Customer owes only fees agreed in an Order or another clearly presented purchase arrangement it accepts. The applicable purchase arrangement must identify the pricing basis, billing period, payment due date, and any usage charges. Taxes that SemSwitch is legally required to collect are additional unless the arrangement states otherwise; Customer is not responsible for taxes on SemSwitch's net income.
Renewal, minimum commitments, credit expiry, cancellation deadlines, late charges, and changes in pricing apply only when specified in the accepted arrangement or required by law. These Terms do not independently create automatic renewal, authorize a payment method, or convert free access into paid access. SemSwitch will not impose a new charge retroactively for previously authorized free use.
Customer should promptly raise a good-faith billing dispute, provide reasonable supporting details, and pay undisputed amounts when due. Any nonpayment suspension must comply with Section 12 and the Order. Refunds are governed by the Order, Section 12, and non-waivable law; there is no general refund promise based on unused capacity alone.
10. Supported operation and third-party connections
Customer must operate within the documented scope, secure its applications and credentials, control workload network connections, and maintain any backups its use requires. Hosting isolation does not itself make Customer's code safe or satisfy Customer's compliance obligations. SemSwitch is responsible for the safeguards and operations it undertakes in the agreement.
A connection selected by Customer to an external repository, model service, storage account, or other independent service is governed by Customer's arrangements with that service. SemSwitch does not acquire rights to the contents of unrelated accounts because Customer uses an integration. Any customer-controlled deployment or division of operational responsibilities must be stated in the applicable Order.
Support is provided on a reasonable-efforts basis unless a different commitment is agreed. An uptime percentage, response deadline, data-residency commitment, certification, disaster-recovery objective, or dedicated-capacity commitment applies only when expressly included in the applicable agreement. No such commitment arises merely from a provider's certification or a product architecture description.
11. Website information and AI assistance
Documentation, research, and website assistance can help explain the Services, but an AI-generated response is not authorized to amend a contract, approve a regulated use, waive a security requirement, or commit pricing. AI responses may be inaccurate; obtain human confirmation of a material commercial or technical commitment. The website assistant is not a channel for confidential workloads or sensitive documents.
General website and investor information does not create ownership, investment rights, or a commitment to accept an investment. Any financing transaction is governed by its applicable offering materials, executed definitive documents, and law, not by a preview account or these Terms. Nothing here overrides legally required disclosures or liability for a misleading statement.
12. Suspension, termination, and data at the end of service
SemSwitch may restrict affected access when reasonably necessary to address a material breach, a security threat, unlawful activity, a binding legal requirement, or overdue undisputed fees. We will use a proportionate response and provide notice, an explanation, and a reasonable opportunity to address the issue where practicable. Immediate action is permitted where delay would create material risk or violate law. Access will be restored when the reason is resolved, unless the agreement has validly ended.
Either party may terminate for a material breach that remains uncured 30 days after written notice, or immediately if it cannot be cured or continued performance would be unlawful. Customer may end free access at any time. Paid terms, cancellation, and renewal follow the Order. SemSwitch may discontinue free access or a Preview with reasonable notice where practicable, subject to Section 3.
If SemSwitch ends a paid service early other than for Customer's breach, or Customer properly terminates for SemSwitch's uncured material breach, SemSwitch will refund prepaid fees attributable to the unused terminated portion unless an Order provides a more protective remedy. This does not require repayment for work already delivered under a properly scoped services engagement.
Customer should retrieve needed outputs before its workload or access ends. Temporary execution storage may be removed as part of the instructed lifecycle; these Terms do not promise a post-termination recovery or export window. Any agreed return period, continuing retention, or deletion duties are governed by the applicable Order and DPA. SemSwitch will not use a payment dispute to defeat a mandatory data-protection obligation.
After termination, access rights end, outstanding properly incurred fees remain payable, and provisions intended to survive remain effective, including ownership, confidentiality, data protection, liability, accrued claims, and dispute provisions. Retained data remains subject to the applicable protections.
13. Warranties and disclaimers
Each party represents that it has authority to enter the agreement. Any express service warranty in an Order remains effective.
EXCEPT FOR EXPRESS COMMITMENTS IN THE APPLICABLE AGREEMENT AND RIGHTS THAT CANNOT LAWFULLY BE EXCLUDED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." SEMSWITCH DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT TO THE EXTENT PERMITTED BY LAW.
SemSwitch does not guarantee that every workload will succeed, that access will be uninterrupted, that an execution environment is free of every vulnerability, or that a published benchmark will be reproduced under different conditions. These disclaimers do not nullify SemSwitch's express confidentiality, security, data-protection, or other contractual obligations, or limit liability for fraud or misleading claims where the law does not permit that limitation.
14. Limits of liability
TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE UNDER THE AGREEMENT FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THEIR POSSIBILITY.
EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER FOR THE AFFECTED SERVICES DURING THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY OR (B) US $200. RELATED EVENTS DO NOT CREATE MULTIPLE CAPS. AN ORDER MAY EXPRESSLY PROVIDE DIFFERENT LIMITS.
These limits do not apply to fraud, willful misconduct, gross negligence, death or personal injury to the extent not lawfully limitable, or other liability that cannot lawfully be limited. They do not excuse Customer's properly incurred payment obligations or prevent appropriate injunctive relief. They do not limit an individual's non-waivable data-protection rights or override mandatory provisions of an applicable international-transfer instrument.
Reasonable direct costs of responding to a breach or restoring affected data are not automatically excluded merely because data or security is involved; they remain subject to the applicable monetary cap. Contractual defense and indemnity obligations in Section 15 are subject to this section unless an Order expressly states otherwise.
15. Third-party claims
For paid Services, SemSwitch will defend Customer against a third-party claim that the Service as supplied and used as authorized infringes a U.S. patent, copyright, or trademark, or misappropriates a trade secret, and pay damages finally awarded or settlements it approves, subject to Section 14. This obligation excludes claims to the extent caused by Customer Content, an unauthorized modification, an unauthorized use, or a combination not supplied or required by SemSwitch where the claim would not otherwise arise. It does not apply to a free Preview unless expressly agreed.
SemSwitch may obtain continued use rights, modify or replace the affected Service without materially reducing agreed functionality, or, if those options are not reasonably available, terminate the affected portion and refund unused prepaid fees. This paragraph and the preceding paragraph state the contractual remedy for those infringement claims, without limiting non-waivable rights.
Customer will defend SemSwitch against third-party claims arising from Customer Content that infringes another's rights or Customer's unlawful use of the Services, and pay damages finally awarded or settlements it approves, subject to Section 14. This does not apply to the extent a claim results from SemSwitch's breach or misconduct.
For either defense obligation, the recipient must give prompt notice, permit the defending party to control the defense, and provide reasonable assistance at the defending party's expense. Late notice relieves an obligation only to the extent materially prejudicial. No settlement may admit the other party's fault, impose a non-monetary obligation on it, or fail to release it without its consent, which must not be unreasonably withheld.
16. Changes
We may publish revised Terms and identify the revision date. For an existing relationship governed by these Terms, we will give at least 30 days' notice of a material change, unless a shorter period is necessary for a legal requirement or urgent security reason. We will explain the effective date and obtain affirmative acceptance where required. Changes apply prospectively and do not rewrite accrued claims or executed Orders or DPAs.
A paid fixed-term commitment cannot be materially reduced merely by posting a change. A material adverse change during that term requires agreement or, where continued performance is not reasonably possible, termination of the affected service with the applicable unused-fee refund. Customer may decline new terms for future services and stop or decline renewal of the affected access.
17. General provisions and notices
Governing law and venue. Delaware law governs the agreement, excluding conflict-of-law rules. Disputes must be brought in the state or federal courts with jurisdiction in New Castle County, Delaware, and the parties consent to that jurisdiction. Mandatory protections and rights to bring claims in another forum that cannot lawfully be waived remain unaffected. These Terms do not impose mandatory arbitration or a class-action waiver.
Assignment. Neither party may assign the agreement without the other's consent, except to a successor in a merger, reorganization, or sale of substantially all relevant assets that assumes the obligations. An assignment does not reduce existing confidentiality or data-protection protections.
Events outside reasonable control. Neither party is responsible for delay caused by an event beyond its reasonable control that it could not reasonably prevent or mitigate, while it makes reasonable mitigation efforts. This does not excuse accrued payment duties or eliminate applicable security, confidentiality, incident-response, or data-protection obligations.
Other terms. The parties are independent contractors. The applicable agreement is the entire agreement on its subject matter; purchase-order boilerplate does not amend it without express acceptance. A waiver must be intentional and does not waive later enforcement. If a provision is unenforceable, the remainder remains effective. Except for rights conferred by law or an applicable transfer instrument, the agreement creates no third-party beneficiaries.
Notices. Send legal notices to legal@semswitch.com. SemSwitch may send Customer contractual notices to the account or contract notice address Customer supplies; Customer must keep it current. Notices must be reasonably calculated to reach the recipient. Where formal service of process is required, applicable procedural rules control.
Legal notices: legal@semswitch.com
Privacy requests: privacy@semswitch.com
Security reports: security@semswitch.com
Support: support@semswitch.com
SemSwitch, Inc.
8 The Green, Suite B
Dover, DE 19901
United States