Effective Date: March 24, 2026
1. Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
This SaaS License Agreement, together with any Order Form and exhibits thereto, constituting the entire agreement between Customer and AegisQ regarding the SaaS Services.
The number of individual end users permitted to access and use the SaaS Services as specified in the applicable Order Form or Subscription Plan. Authorized Users must be employees, contractors, or agents of Customer acting on Customer's behalf.
Customer-defined behavioral constraints, rules, and operational boundaries configured within the Platform to govern agent behavior, decision-making logic, and system responses in accordance with Customer's security and operational policies.
Any non-public information disclosed by one party to the other, including but not limited to technical data, business plans, customer information, and trade secrets, as further defined in Section 10.
The individual, organization, or entity that has agreed to this Agreement and is purchasing or using the SaaS Services. If the Order Form or account registration names an organization, that organization is the Customer regardless of the individual accepting these terms.
All data, content, information, and materials uploaded, submitted, or generated by Customer or its Authorized Users in connection with use of the SaaS Services, excluding Behavioral Charters and Kinematic Safety Charters which remain Customer's intellectual property.
AegisQ-provided technical documentation, user guides, API specifications, and other written materials describing the features, functionality, and use of the SaaS Services, as may be updated from time to time.
The date this Agreement becomes effective, which is the earlier of: (a) the date Customer accepts this Agreement; or (b) the date Customer first accesses the SaaS Services.
All subscription fees, service charges, and other amounts payable by Customer pursuant to an applicable Order Form and Subscription Plan, as set forth in Section 3.
The initial subscription period specified in the Order Form, typically one (1) month or one (1) year, commencing on the Effective Date.
All patents, patent applications, copyrights, trademarks, trade secrets, inventions, know-how, and other intellectual property rights, whether registered or unregistered.
Customer-defined specifications detailing allowable motion envelopes, velocity limits, acceleration boundaries, and safe operating ranges for Physical AI Systems, configured by Customer as a critical component of physical safety governance.
The non-exclusive, non-transferable, worldwide right granted by AegisQ to Customer to use the SaaS Services, subject to the terms and conditions of this Agreement.
Any virus, worm, time bomb, Trojan horse, or other malicious computer code designed to damage, degrade, or interfere with the normal operation of the SaaS Services or Customer's systems.
A written order document executed by Customer and AegisQ specifying the Subscription Plan, Fees, Authorized User count, term length, and any specific service level requirements or customizations.
Any information relating to an identified or identifiable natural person, subject to applicable data protection regulations including GDPR, CCPA, and other applicable privacy laws.
Autonomous or semi-autonomous hardware systems monitored via the Platform, including but not limited to: collaborative robotic arms, industrial robotic arms, mobile robots and autonomous mobile robots (AMRs), humanoid robots, surgical and medical robots, drones and unmanned aerial vehicles (UAVs), and other physical devices controlled or monitored through software agents.
AegisQ's cloud-based software platform and services, including the dashboard, API, monitoring system, data storage infrastructure, and related tools accessible via the SaaS Services.
Consulting, implementation, training, custom development, or other professional services offered by AegisQ to Customer on a time-and-materials or fixed-fee basis, as separately specified in an Order Form.
Any subscription period following the Initial Term, typically of equal length to the Initial Term, commencing upon automatic renewal unless Customer provides timely notice of non-renewal.
AegisQ's cloud-based software-as-a-service platform and services, including AegisQ-Security, AegisQ-Helm, AegisQ-CodeShield, AegisQ-AISentinel, and any related features, tools, APIs, and support services provided thereunder.
The uptime commitments, availability targets, and service credit provisions specified in Section 6, applicable to the Subscription Plan purchased by Customer.
A specified tier of service offered by AegisQ, including Free (Dev), Starter, Professional, Business, Enterprise, and Enterprise Gov tiers, each with defined features, limits, and pricing as set forth in Section 3.
The Initial Term plus any Renewal Terms, during which Customer is authorized to use the SaaS Services subject to payment of applicable Fees.
Software, platforms, services, APIs, or data provided by third parties and integrated with or accessed through the SaaS Services, including but not limited to cloud infrastructure providers, analytics providers, and complementary software.
2. SaaS License Grant
2.1 License Grant
Subject to the terms and conditions of this Agreement and Customer's payment of applicable Fees, AegisQ grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, worldwide license to access and use the SaaS Services solely for Customer's internal business purposes and in accordance with the Documentation.
2.2 Scope of License
The License permits Customer to:
- Access and use the Platform via the provided web-based interface and APIs;
- Configure behavioral charters, kinematic safety charters, and operational policies;
- Monitor and analyze agent behavior and system performance;
- Generate reports and export data as permitted by the Subscription Plan;
- Deploy self-hosted instances via Helm charts, Docker containers, or air-gapped environments when such deployment options are included in the applicable Subscription Plan;
- Utilize the number of agents specified in the Subscription Plan;
- Create Authorized User accounts up to the licensed limit.
2.3 Per-Agent Licensing Model
The SaaS Services are licensed on a per-agent basis. Each monitored software or physical AI agent requires a separate license allocation from Customer's subscription tier. Overage agents incur additional per-agent block pricing as specified in Section 3.6.
2.4 Restrictions
Customer shall not, and shall not permit any third party to:
- Use the SaaS Services for any purpose other than Customer's internal business operations;
- Reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or trade secrets underlying the Platform;
- Sublicense, resell, transfer, assign, or lease the SaaS Services to any third party without AegisQ's prior written consent;
- Use the SaaS Services to develop, create, or enhance any competing or similar product or service;
- Benchmark or performance test the SaaS Services and publicly disclose the results without AegisQ's consent;
- Attempt to gain unauthorized access to the Platform, its infrastructure, or other users' data;
- Transmit any Malicious Code or engage in denial-of-service attacks;
- Use the SaaS Services in violation of applicable laws or regulations;
- Scrape, spider, or systematically download data from the Platform without authorization;
- Use the SaaS Services on behalf of any third party or for any third-party benefit without express authorization.
2.5 Self-Hosted Deployments
For Subscription Plans that include self-hosted deployment options (Helm chart, Docker container, or air-gapped deployment), AegisQ grants Customer a license to deploy and operate one instance of the software in Customer's own infrastructure, subject to the same restrictions and limitations as cloud-hosted deployments. Self-hosted instances remain subject to the licensing, metering, and usage limits of the Subscription Plan.
2.6 License Restrictions Apply to Self-Hosted
All restrictions in Section 2.4 apply equally to self-hosted deployments. Customer remains prohibited from reverse engineering, modifying, creating derivative works, or sublicensing the software, whether hosted in AegisQ infrastructure or Customer's own infrastructure.
2.7 No Implied Rights
All rights not expressly granted herein are reserved by AegisQ. No title to or ownership of the SaaS Services is transferred to Customer. This License is personal to Customer and may not be assigned, sublicensed, or transferred without AegisQ's prior written consent.
3. Subscription Plans and Fees
3.1 Available Subscription Plans
AegisQ offers the following Subscription Plans, each with specified features, limits, and pricing:
| Subscription Tier | Monthly Price | Agents | Events/Day | Data Retention | Key Features |
|---|---|---|---|---|---|
| Free (Dev) | $0/month | 2 | 5K | 7 days | Basic monitoring, community support |
| Starter | $149/month | 10 | 100K | 30 days | API access, email support, team collaboration |
| Professional | $599/month | 50 | 1M | 90 days | SSO, SAML, advanced analytics, compliance features |
| Business | $1,799/month | 200 | 5M | 365 days | Schema isolation, webhook integration, priority support |
| Enterprise | From $5,000/month | 500+ | Unlimited | Unlimited | Dedicated database, 99.9% SLA, custom contracts |
| Enterprise Gov | From $10,000/month | 500+ | Unlimited | Unlimited | Cluster isolation, CMEK, FedRAMP-aligned controls (certification on roadmap), WORM audit logs, US data residency |
3.2 Pricing Details
All prices are in United States Dollars (USD) and are exclusive of applicable taxes, which shall be borne by Customer. Pricing is per calendar month or per contract year, as specified in the applicable Order Form.
3.3 Authorized Users and Agent Limits
Each Subscription Plan includes a specified number of Authorized Users and agents as set forth in the table above. Exceeding these limits without purchasing additional capacity constitutes a violation of the terms. Customer may add additional users or agents by requesting an Order Form amendment.
3.4 Agent Block Pricing for Overages
If Customer exceeds the agent limit of its Subscription Plan, Customer shall be charged on a monthly basis for additional agents at the following graduated per-agent rates:
| Agent Block Size | Price/Block/Month | Per-Agent Cost | Discount |
|---|---|---|---|
| 1-10 agents | $25 | $2.50/agent | -- |
| 11-50 agents | $100 | $2.00/agent | 20% |
| 51-200 agents | $300 | $1.50/agent | 40% |
| 201-500 agents | $500 | $1.00/agent | 60% |
| 501-1,000 agents | $750 | $0.75/agent | 70% |
| 1,001+ agents | Custom | $0.50/agent | 80% |
Volume discounts are applied based on the total number of additional agents beyond the Subscription Plan allocation. Overage charges shall be billed monthly in arrears and included with the next invoice.
3.5 Event and Data Retention Limits
Each Subscription Plan specifies a daily event limit and data retention period. If Customer exceeds the specified daily event limit, AegisQ reserves the right to throttle ingest rates or charge for additional event blocks at $0.05 per thousand events. Data exceeding the specified retention period shall be automatically purged unless Customer purchases extended retention.
3.6 Annual Discounts
Customer may lock in the following discounts by committing to annual or multi-year subscription terms:
- Annual (1-year commitment): 17% discount off monthly rates;
- 2-Year Commitment: 25% discount off monthly rates;
- 3-Year Commitment: 33% discount off monthly rates.
Annual commitments are non-refundable except as provided in Section 14.5.
3.7 Payment Terms
Customer shall pay all Fees in accordance with the payment terms specified in the Order Form. Invoices are typically issued at the beginning of each billing period and are due within thirty (30) days of invoice date. Late payments shall accrue interest at 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is less.
3.8 Price Changes
AegisQ reserves the right to modify Subscription Plan pricing with thirty (30) days' prior written notice. Price increases shall not apply to existing annual commitments during the commitment period. Upon renewal, Customer may accept the new pricing or terminate the subscription at the end of the current term.
3.9 Free Trial
The Free (Dev) tier may be used for evaluation purposes at no charge. The Free tier includes limited support and no SLA. Free accounts that remain inactive for more than ninety (90) days may be deactivated.
4. Physical AI Add-On Pricing
4.1 Availability
Physical AI monitoring add-ons are available exclusively to customers on Professional tier or above. Free (Dev) and Starter tier customers must upgrade to access Physical AI features.
4.2 Robot Monitoring Pricing
The following per-robot-type monthly add-ons apply when monitoring Physical AI Systems:
| Robot Type | Monthly Add-On Price | Typical Use Cases |
|---|---|---|
| Collaborative Arm | $299/month | Cobot-class robotic arms for manufacturing and assembly |
| Industrial Arm | $499/month | Heavy-load industrial robotic arms, welding, material handling |
| Mobile Robot / AMR | $199/month | Autonomous mobile robots, warehouse logistics, delivery |
| Humanoid Robot | $999/month | Advanced humanoid platforms for research, deployment, training |
| Surgical / Medical Robot | $1,499/month | Surgical systems, medical devices, healthcare automation |
| Drone / UAV | $149/month | Unmanned aerial vehicles, commercial drones, inspection |
4.3 Multi-Robot Deployment Pricing
Each robot type requires its own add-on subscription (see Section 4.2). Volume discounts for multiple robots of the same type are provided under Section 4.5.
4.4 Multi-Robot Coordination Add-On
For deployments requiring coordination between multiple robots operating in a shared workspace, the following applies:
- Two-robot coordination in a shared workspace (any types): Included at no additional charge;
- Each additional robot beyond two in a coordinated shared workspace: $99/month per robot;
- Multi-robot coordination fees are in addition to per-robot add-on fees (Section 4.2) and volume discounts (Section 4.5).
4.5 Volume Discounts
For customers deploying five or more Physical AI Systems, the following volume discounts apply to robot monitoring add-ons:
- 6-20 robots: 15% discount on all robot monitoring fees;
- 21-50 robots: 25% discount on all robot monitoring fees;
- 51-100 robots: 35% discount on all robot monitoring fees;
- 100+ robots: Custom pricing; contact info@aegisq.com.
4.6 Physical AI Data Overages
Physical AI Systems generate high-frequency sensor and telemetry data. If sensor data exceeds the base event limits of the Subscription Plan, overages are charged at $0.10 per million events.
4.7 Invoicing
Physical AI add-on charges are included on the monthly invoice alongside base subscription Fees and are subject to the same payment terms.
5. Tenant Isolation Tiers
5.1 Overview
AegisQ provides five tiers of data isolation and security, with increasing levels of separation and compliance guarantees. Each tier limits cross-tenant data exposure, implements different authentication models, and provides specific compliance features.
5.2 Tier 1: Shared Row-Level Security (Starter and Below)
Tier 1 is the default for Free (Dev) and Starter subscriptions. Data is stored in a shared multi-tenant database with isolation enforced via row-level security (RLS) and role-based access control (RBAC). This tier provides the lowest cost but the highest shared infrastructure footprint. Appropriate for non-production, development, and internal use.
5.3 Tier 2: Enhanced Shared Encryption (Professional)
Tier 2 is the default for Professional subscriptions. Data is stored in the same shared database as Tier 1, but each customer's data is encrypted with a per-tenant encryption key derived from Customer's credentials. Row-level security remains the primary isolation mechanism, but encryption-at-rest provides an additional security layer. Suitable for production deployments of small to medium scale.
5.4 Tier 3: Schema-Isolated (Business)
Tier 3 is the default for Business subscriptions. Each customer's data is stored in a dedicated database schema within the shared PostgreSQL cluster. This provides stronger logical isolation than Tier 2 and enables independent backup and restore operations per schema. Suitable for regulated industries and customers requiring stronger data separation.
5.5 Tier 4: Database-Isolated (Enterprise)
Tier 4 is available for Enterprise subscriptions. Each customer receives a dedicated Google Cloud SQL instance with dedicated compute and storage resources. This provides complete physical isolation from other customers and enables customer-specific backup, recovery, and maintenance windows. Suitable for large enterprises and highly regulated environments.
5.6 Tier 5: Cluster-Isolated (Enterprise Gov)
Tier 5 is exclusive to Enterprise Gov subscriptions. Customer infrastructure is deployed in a dedicated Kubernetes cluster namespace with dedicated database, dedicated load balancer, and geographically isolated compute resources. This tier includes Customer-Managed Encryption Keys (CMEK), WORM (Write-Once-Read-Many) audit logs, and FedRAMP-aligned controls (FedRAMP authorization on roadmap). Suitable for U.S. government agencies, critical infrastructure, and customers with the highest security requirements.
5.7 Upward Compatibility
Customers may upgrade to a higher isolation tier by transitioning to the corresponding Subscription Plan. Downgrades to lower isolation tiers require thirty (30) days' notice and may result in data consolidation or loss of customer-specific keys.
5.8 Isolation Tier Summary Table
| Tier | Plans | Isolation Method | Encryption | Backup |
|---|---|---|---|---|
| Tier 1 | Free, Starter | Row-Level Security | AES-256-GCM (default) | Shared |
| Tier 2 | Professional | RLS + Per-Tenant Keys | AES-256-GCM (per-tenant) | Shared |
| Tier 3 | Business | Schema Isolation | AES-256-GCM (per-schema) | Per-Schema |
| Tier 4 | Enterprise | Dedicated Database | AES-256-GCM (per-DB) | Dedicated |
| Tier 5 | Enterprise Gov | Cluster Isolation | CMEK (customer-managed) | WORM Logs |
6. Service Level Agreement
6.1 Uptime Commitment
AegisQ commits to maintain the following uptime percentages during each calendar month, measured as the percentage of time the Platform APIs are reachable and responding to requests:
| Subscription Plan | Uptime SLA | Monthly Downtime Allowance |
|---|---|---|
| Free (Dev), Starter | No SLA | None |
| Professional | 99.5% | ~3.6 hours |
| Business | 99.9% | ~43 minutes |
| Enterprise | 99.9% | ~43 minutes |
| Enterprise Gov | 99.9% | ~43 minutes |
6.2 SLA Measurement
Uptime is measured from AegisQ's infrastructure perspective and does not include Customer's internet connectivity or end-user experience. Uptime is measured using AegisQ's external monitoring systems and reported monthly via the dashboard.
6.3 SLA Exclusions
The SLA does not apply to, and uptime credits shall not be issued for, downtime caused by:
- Scheduled maintenance windows announced at least 7 days in advance;
- Issues caused by Customer's configuration, use, or misuse of the SaaS Services;
- Issues caused by Third-Party Services or third-party infrastructure failures;
- Issues caused by denial-of-service attacks or security incidents targeting Customer's account;
- Internet routing, connectivity, or ISP issues;
- Customer's failure to implement recommended backup and redundancy practices;
- Force majeure events as described in Section 17.2.
6.4 Service Credits
If AegisQ fails to meet the uptime commitment for a calendar month, Customer shall be eligible for the following service credits (as a percentage of the monthly subscription fee for the tier in which the outage occurred):
| Uptime Percentage | Service Credit |
|---|---|
| < 99.5% but >= 99.0% | 5% |
| < 99.0% but >= 98.0% | 10% |
| < 98.0% | 30% |
6.5 Service Credit Limits
Service credits are Customer's sole and exclusive remedy for uptime failures. Total service credits in any calendar month shall not exceed the fees paid for that month. Service credits must be requested within 30 days of the end of the month in which the outage occurred and shall be applied as account credits.
6.6 Support Response Times
AegisQ provides support according to the following response time targets, depending on Subscription Plan:
| Plan | Critical Issue (Response) | High Priority (Response) | Normal (Response) |
|---|---|---|---|
| Free, Starter | N/A | N/A | 48 hours |
| Professional | 1 hour | 4 hours | 24 hours |
| Business, Enterprise | 30 minutes | 2 hours | 4 hours |
| Enterprise Gov | 15 minutes | 1 hour | 2 hours |
6.7 No Obligation for Non-SLA Tiers
Free and Starter tiers are provided on an AS-IS basis with no uptime SLA or guaranteed support response times.
7. Data Protection and Security
7.1 Encryption in Transit
All communication between Customer's systems and the Platform is encrypted using TLS 1.2 or higher. For customers on Enterprise Gov tier, all internal service-to-service communication is secured with Istio mutual TLS (mTLS) with ML-KEM key establishment for quantum-resistance.
7.2 Encryption at Rest
Customer Data is encrypted at rest using AES-256-GCM (Advanced Encryption Standard with 256-bit keys in Galois/Counter Mode). Encryption keys are stored separately from encrypted data in AWS Secrets Manager or Google Secret Manager, depending on deployment region.
7.3 JWT Token Security
Authentication tokens issued by the Platform use ML-DSA-65 (CRYSTALS-Dilithium) quantum-resistant digital signatures for Enterprise and Enterprise Gov tiers. Standard tiers use RSA-4096 signatures.
7.4 Data Isolation
Customer Data is logically isolated according to the tenant isolation tier selected (Section 5). AegisQ employs multiple isolation mechanisms including row-level security, schema separation, database separation, and cluster-level namespace isolation, depending on the tier.
7.5 Audit Logging and Chain-Hashing
All administrative access, configuration changes, and sensitive data access events are logged with SHA-256 cryptographic chaining to create a tamper-evident audit trail. Audit logs are retained according to the data retention period specified in the Subscription Plan and cannot be deleted or modified by customers.
7.6 Regular Backups
AegisQ maintains regular automated backups of all Customer Data as follows:
- Free, Starter, Professional: Daily snapshots retained for 14 days;
- Business: Hourly snapshots retained for 30 days;
- Enterprise: Hourly snapshots retained for 90 days, with point-in-time recovery;
- Enterprise Gov: Continuous replication to secondary region with RTO < 1 hour and RPO < 15 minutes.
7.7 Backup Retention Policy
Backups are retained separately from production data to protect against ransomware and data loss. Customer may request restoration of data from backups for $500 per restoration event (or custom pricing for Enterprise tier). Recovery time objective (RTO) depends on backup age and plan tier.
7.8 Data Residency
By default, Customer Data is stored in the United States (us-central1, us-east1). Customers requiring data residency in a specific region may purchase an Enterprise or Enterprise Gov plan with dedicated regional deployment. Data residency is specified in the Order Form and cannot be changed without a plan amendment and data migration fee.
7.9 GDPR and CCPA Compliance
AegisQ processes Personal Data in accordance with applicable data protection regulations, including GDPR and CCPA. As applicable, AegisQ acts as a Data Processor and Customer acts as the Data Controller. AegisQ has executed a Data Processing Agreement (DPA) with all customers processing EU Personal Data. Customer is responsible for:
- Obtaining necessary consents and lawful bases for processing;
- Providing privacy notices to data subjects;
- Responding to data subject rights requests;
- Implementing appropriate organizational and technical measures;
- Ensuring data transfers are lawful (e.g., via Standard Contractual Clauses).
7.10 Data Subject Rights
If Customer receives requests from data subjects exercising rights under GDPR, CCPA, or similar laws (right to access, right to erasure, right to portability), Customer shall notify AegisQ within 30 days. AegisQ shall cooperate in fulfilling such requests at no additional cost for standard requests. Complex or bulk requests may incur Professional Services fees.
7.11 Security Assessments
AegisQ's security program is engineered design-aligned with SOC 2 Type II and ISO 27001 control frameworks. SOC 2 Type II audit is targeted for H1 2027; ISO 27001 certification will follow (target H2 2027). Neither is complete as of the Effective Date. AegisQ commits to providing customers with a current security assessment summary (including penetration testing results, vulnerability scanning posture, and roadmap status for SOC 2 and ISO 27001) upon written request and execution of a mutual NDA.
7.12 Vulnerability Management
AegisQ maintains a vulnerability disclosure program and responds to reported security issues within 48 hours. Critical vulnerabilities are patched within 7 days. Security updates are deployed with no downtime whenever possible.
8. Physical AI Safety Terms
Critical Safety Disclaimer
The AegisQ Platform is a monitoring and analytics system only and is NOT a safety-rated controller or safety instrumented system. Physical AI Systems must have independent safety mechanisms. AegisQ monitoring does not replace required hardware safety systems, emergency stops, interlocks, or safety controllers certified to ISO 10218, IEC 62443, or IEC 62304.
8.1 Monitoring-Only Architecture
The AegisQ Platform operates as a real-time monitoring, logging, and analysis system. It does NOT directly control Physical AI Systems or make safety-critical decisions. All safety-critical control must be provided by the Physical AI System's onboard safety controller, operating system, and hardware safety mechanisms.
8.2 Customer Responsibility for Hardware Safety
Customer is solely responsible for:
- Ensuring all Physical AI Systems have independent safety-rated hardware controllers;
- Installing and maintaining emergency stop (e-stop) systems, interlocks, and guarding;
- Implementing motion-limiting devices and velocity restrictions;
- Conducting risk assessments per ISO 10218-1, ISO/TS 15066 (collaborative robots), and relevant safety standards;
- Certifying safety systems to applicable functional safety standards (ISO 13849-1, IEC 62061);
- Training operators on safe use and emergency procedures;
- Maintaining all safety systems in operational condition.
8.3 Kinematic Safety Charter Responsibility
Customer is responsible for defining and maintaining accurate Kinematic Safety Charters that specify:
- Safe workspace boundaries and motion envelopes;
- Maximum allowable joint velocities and accelerations;
- End-effector speed limits for collaborative operation;
- Payload mass limits and center-of-gravity specifications;
- Environmental constraints and obstacle avoidance zones.
AegisQ does not verify that Kinematic Safety Charters are physically accurate, safe, or enforceable on the actual hardware. Incorrect charters may mask unsafe conditions or allow unsafe operation.
8.4 Sensor Attestation Limitations
AegisQ sensors and telemetry collection systems are subject to:
- Sensor drift, calibration errors, and measurement noise;
- Latency in data transmission and processing (typically <100ms but not deterministic);
- Sensor failures, degradation, or occlusion that AegisQ may not detect;
- Environmental factors (lighting, temperature, reflective surfaces) that may affect sensor accuracy.
AegisQ provides no guarantee that monitored parameters (e.g., joint positions, velocities, forces) are accurate, complete, or continuous. Customers must not rely on AegisQ sensor data for safety-critical decisions without independent verification.
8.5 Digital Twin Approximation Disclaimer
The Platform includes optional digital twin visualization that approximates the state of Physical AI Systems based on sensor data and kinematic models. Digital twin representations are APPROXIMATIONS and may diverge from actual physical state due to:
- Sensor latency and accuracy limitations;
- Model simplifications and approximations;
- Unmodeled dynamics, friction, and real-world effects;
- Human-induced calibration errors;
- Cumulative drift over time.
Do NOT use the digital twin as a basis for safety decisions or collision detection. The actual physical system is the authoritative state.
8.6 Three Operating Modes and Lease System
Physical AI monitoring can operate in three modes:
8.6.1 Connected Mode
The Platform maintains active communication with the Physical AI System. Telemetry is streamed in real-time, behavioral charters are enforced by the onboard agent, and alerts are issued when unsafe conditions are detected. Connected mode assumes network availability and low-latency communication.
8.6.2 Degraded Mode
The Platform loses communication with the Physical AI System but may be able to recover it. The onboard agent continues operating under its last-known behavioral charter. Alerts are queued and sent when connectivity is restored. Physical AI Systems may continue operation in Degraded mode for up to the configured lease time (default: 30 minutes). After the lease expires, the system must enter Disconnected mode.
8.6.3 Disconnected Mode
The Platform has lost communication with the Physical AI System and cannot monitor or influence its behavior. The system is governed solely by its onboard safety mechanisms and last-loaded configuration. If a Physical AI System enters Disconnected mode unexpectedly, Customer must:
- Immediately stop use of the affected robot;
- Verify that all onboard safety systems are functional;
- Conduct visual inspection for damage or abnormal state;
- Investigate root cause of connectivity loss;
- Restore connectivity or manually restore safe state before resuming operation.
8.7 Communication Requirements
For safe operation in Connected or Degraded mode, Customer must provide:
- Reliable network connectivity with latency < 500ms (round-trip);
- Bandwidth to support continuous telemetry streaming (typically 5-50 Mbps per robot);
- Network availability sufficient to maintain lease (configurable, default 30 minutes);
- Firewall configuration to allow bidirectional communication between the robot and Platform.
AegisQ does NOT provide network infrastructure or SLA for customer-provided networks. Customer is responsible for network design, maintenance, and monitoring.
8.8 Safety Standards Compliance
Customers deploying Physical AI Systems must comply with applicable safety standards and regulations:
- ISO 10218-1 and -2: Robot safety, applicable to industrial and collaborative robots;
- ISO/TS 15066: Collaborative robot safety power and force limits;
- IEC 62443: Industrial process measurement and control systems security;
- IEC 62304: Medical device software lifecycle processes (for surgical/medical robots);
- Other applicable standards: Drones (FAA Part 107), autonomous vehicles (SAE J3016), etc.
AegisQ compliance documentation does not substitute for Customer's obligation to conduct formal safety assessments, obtain certifications, and ensure regulatory compliance.
8.9 Multi-Robot Coordination Limitations
When multiple Physical AI Systems are coordinated via AegisQ:
- Coordination latency may be 100-500ms depending on network and system load;
- In Degraded mode, coordinated robots may execute out-of-sync or unsafe configurations;
- AegisQ does not guarantee coordinated deceleration, synchronized stops, or collision-free motion;
- Customers must implement independent collision detection, workspace monitoring, and safety-rated coordination systems.
8.10 Insurance Requirements
Customers deploying Physical AI Systems that could pose a risk of property damage, bodily injury, or death MUST maintain appropriate insurance coverage, including:
- Product liability insurance covering the robot hardware and autonomous operation;
- Workplace safety liability covering employee injuries;
- Property damage liability covering damage to facility or third-party assets;
- Cyber liability insurance covering software-induced incidents.
Insurance requirements and coverage limits vary by jurisdiction, robot type, and operational environment. Customers are solely responsible for determining adequate coverage.
8.11 No Safety Indemnification
Due to the inherent risks of physical automation, AegisQ does NOT indemnify Customer for property damage, bodily injury, or death caused by or related to Physical AI System operation, even if caused in part by Platform failures. See Section 12 (Limitation of Liability) and Section 13 (Indemnification) for specific liability exclusions.
8.12 Safety-Related Incident Reporting
If a Physical AI System causes or nearly causes a serious incident (injury, property damage, or safety hazard), Customer shall:
- Immediately stop use of the affected robot;
- Notify AegisQ within 24 hours at info@aegisq.com;
- Provide incident details, sensor logs, and behavioral charter configurations;
- Conduct a root-cause analysis and implement corrective actions;
- Resume operation only after confirming safe state and identifying contributing factors.
9. Intellectual Property
9.1 AegisQ Ownership
AegisQ retains all right, title, and interest in the Platform, including all source code, algorithms, documentation, designs, patents, trademarks, and other intellectual property. Improvements, modifications, and feedback provided by Customer may be used by AegisQ without restriction or compensation.
9.2 AegisQ Patents
AegisQ has filed fourteen (14) provisional patent applications (9 Security, 5 AI Sentinel) covering aspects of its monitoring, behavioral analysis, cybersecurity, and safety frameworks technology, including:
- Real-time agent behavior monitoring and anomaly detection;
- Kinematic safety charter specification and enforcement;
- Multi-agent coordination and conflict resolution;
- Quantum-resistant cryptography for autonomous systems;
- Physical AI system safety monitoring and degradation handling;
- Digital twin approximation and sensor fusion technologies.
License to the Platform includes no license to any AegisQ patents except as necessary to use the Platform as authorized herein.
9.3 Customer Data and Charter Ownership
Customer retains all right, title, and interest in Customer Data and all behavioral charters and kinematic safety charters created or configured by Customer. AegisQ does not claim ownership of Customer's proprietary configurations.
9.4 Customer License to AegisQ
By uploading or submitting data and configurations to the Platform, Customer grants AegisQ a worldwide, royalty-free, non-exclusive license to:
- Store, process, and analyze Customer Data for the purpose of providing the SaaS Services;
- Use aggregated, anonymized data to improve Platform features, algorithms, and safety recommendations;
- Analyze patterns and trends (in anonymized form) for research and product development;
- Retain Customer Data for backup, audit, and legal compliance purposes.
This license does not permit AegisQ to disclose Customer Data to third parties or use it to compete with Customer.
9.5 Third-Party Components
The Platform incorporates open-source and third-party software components. AegisQ maintains a software bill of materials (SBOM) listing all third-party components and their licenses. Customers may request the SBOM upon request. All third-party software is used in compliance with applicable open-source licenses.
9.6 Trademark License
Customer may use the AegisQ name and logo solely to identify the Platform in factual statements (e.g., "powered by AegisQ") and in internal marketing materials, subject to AegisQ's trademark guidelines. Customer shall not use the AegisQ trademark in a manner that implies endorsement, sponsorship, or affiliation beyond the services provided hereunder.
9.7 No Right to Modify
Customer shall not modify, adapt, translate, or create derivative works of the Platform, including any user interface, API, or documentation. Modification of self-hosted deployments (e.g., Helm charts, Docker images) is prohibited except as expressly permitted in writing by AegisQ.
9.8 Copyright Notices
Customer shall not remove, obscure, or alter any copyright notices, trademark notices, or patent notices that appear on or in the Platform, Documentation, or any copies thereof.
10. Confidentiality
10.1 Definition of Confidential Information
"Confidential Information" means all non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") that is marked as confidential or, by its nature, should reasonably be understood to be confidential. Confidential Information includes but is not limited to:
- Technical specifications, algorithms, and source code;
- Business plans, pricing, and customer lists;
- Security mechanisms, encryption keys, and authentication systems;
- Personal Data and sensitive business information;
- Test data, benchmarks, and performance results.
10.2 Confidentiality Obligations
Each party shall:
- Maintain Confidential Information in strict confidence;
- Restrict access to Confidential Information to employees and contractors with a need to know;
- Use Confidential Information solely for the purpose of performing or receiving the SaaS Services;
- Protect Confidential Information with the same level of care it uses for its own confidential information (but no less than reasonable care);
- Return or destroy all Confidential Information upon request or termination of the Agreement.
10.3 Exclusions from Confidentiality
Confidential Information does NOT include information that:
- Is or becomes publicly available through no breach of this Agreement;
- Was rightfully known to the Recipient before disclosure;
- Is independently developed by the Recipient without reference to the Discloser's Confidential Information;
- Is rightfully received by the Recipient from a third party without confidentiality obligations;
- Is generally known to skilled individuals in the relevant industry at the time of disclosure.
10.4 Permitted Disclosures
The Recipient may disclose Confidential Information in the following circumstances:
- To comply with legal process (subpoena, court order, regulatory demand) if the Recipient provides prompt notice to allow the Discloser to seek protective measures;
- As required by securities regulations or stock exchange rules (with similar notice);
- To enforce this Agreement or protect the Recipient's rights;
- With prior written consent from the Discloser.
10.5 Data Processing and Customer Data
AegisQ processes Customer Data as a Data Processor on behalf of Customer. AegisQ shall:
- Use Customer Data only to provide the SaaS Services;
- Not disclose Customer Data to third parties except as required by law or to provide the SaaS Services;
- Implement appropriate organizational and technical measures to protect Customer Data;
- Assist Customer in responding to data subject requests;
- Delete or return Customer Data upon termination, as specified in Section 14.5.
10.6 Residual Knowledge
Notwithstanding the above, employees and contractors of the Recipient who have access to Confidential Information may use general knowledge, skills, experience, and know-how (including ideas, concepts, and techniques) gained during the course of this Agreement, provided they do not disclose the Confidential Information itself.
10.7 Duration
Confidentiality obligations survive termination of this Agreement and shall remain in effect for a period of three (3) years after disclosure, except for trade secrets, which shall remain confidential for as long as they qualify as trade secrets under applicable law.
11. Warranties and Disclaimers
11.1 Limited Warranty
AegisQ warrants that:
- The SaaS Services will be provided in a professional and workmanlike manner, consistent with industry standards for similar services;
- The Platform will conform substantially to the Documentation in all material respects;
- The SaaS Services will not knowingly contain Malicious Code;
- AegisQ will maintain appropriate security measures to protect Customer Data as described in Section 7;
- AegisQ has the right to grant the License herein.
11.1.1 Product Tier Status
As of the Effective Date, the following product tier statuses apply:
- AegisQ Security: Generally Available (GA) — the limited warranty in Section 11.1 and the SLA commitments in Section 6 apply.
- AegisQ Helm: Beta
- AegisQ CodeShield: Beta
- AegisQ AI Sentinel: Early Access (v3.4.0)
Beta and Early Access products are provided "AS-IS" without the limited warranty in Section 11.1 and without the SLA commitments in Section 6. AegisQ may modify features, pricing, or discontinue Beta and Early Access products at any time with reasonable notice. AegisQ may update this tier list with thirty (30) days' written notice to active subscribers.
11.2 Disclaimer of Warranties
EXCEPT AS EXPRESSLY STATED IN SECTION 11.1, THE SAAS SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. AEGISQ DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:
- IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
- WARRANTIES THAT THE SAAS SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE;
- WARRANTIES THAT DEFECTS WILL BE CORRECTED OR THAT THE SAAS SERVICES WILL MEET CUSTOMER'S REQUIREMENTS;
- WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF DATA, REPORTS, OR ANALYSES PROVIDED BY THE PLATFORM;
- WARRANTIES THAT THE SAAS SERVICES WILL DETECT ALL UNSAFE CONDITIONS OR PREVENT ALL SECURITY INCIDENTS.
11.3 No Warranty for Physical AI Safety
AEGISQ MAKES NO WARRANTY REGARDING THE SAFETY OR SUITABILITY OF THE SAAS SERVICES FOR CONTROLLING OR MONITORING PHYSICAL AI SYSTEMS. Customer is solely responsible for implementing independent safety mechanisms and certifying the safety of its Physical AI Systems. AegisQ does not warrant that:
- The Platform will prevent unsafe Physical AI System operation;
- Monitored sensor data is accurate, complete, or continuous;
- Behavioral or kinematic charters will be safely enforced;
- Digital twin representations are accurate or current;
- Alerts will be timely or comprehensive;
- The Platform will function in the absence of network connectivity.
11.4 Mutual Warranty
Each party warrants that it has the authority to enter into this Agreement and that the execution of this Agreement by the individual accepting these terms does not violate any third-party rights or agreements to which such party is bound.
11.5 Sole Remedy for Warranty Breach
If the SaaS Services fail to substantially conform to the warranties in Section 11.1, Customer's sole remedy is to request that AegisQ remedy the non-conformity or, if AegisQ cannot remedy the non-conformity within thirty (30) days, to terminate the affected subscription with a refund of prepaid fees for the remaining Subscription Term.
12. Limitation of Liability
12.1 Cap on Liability
EXCEPT AS PROVIDED IN SECTION 12.3:
- Paid Customers: IN NO EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF: (A) THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE THOUSAND DOLLARS ($1,000).
- Free-Tier and Beta Customers: AEGISQ SHALL HAVE NO MONETARY LIABILITY ARISING OUT OF OR RELATED TO CUSTOMER'S USE OF FREE-TIER OR BETA SERVICES, EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW.
12.2 Exclusion of Consequential Damages
EXCEPT AS PROVIDED IN SECTION 12.3, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS INTERRUPTION, OR COST OF COVER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.3 Carve-Outs and Exceptions
The limitations in Sections 12.1 and 12.2 shall NOT apply to:
- Either party's indemnification obligations under Section 13;
- Either party's gross negligence or willful misconduct;
- Either party's breach of confidentiality obligations;
- Infringement of intellectual property rights;
- Customer's payment obligations.
12.4 Physical AI-Specific Liability Exclusions
AEGISQ SHALL NOT BE LIABLE FOR:
- Property damage, bodily injury, or death caused by or related to Physical AI System operation, regardless of whether the Platform or its components failed or malfunctioned;
- Loss of control of a Physical AI System due to network failure, sensor error, or software failure;
- Inadequate workspace safety measures or infrastructure;
- Incorrect, incomplete, or inaccurate Kinematic Safety Charters provided by Customer;
- Unsafe or non-compliant physical hardware or safety mechanisms;
- Collisions, property damage, or injuries resulting from multi-robot coordination failures;
- Operation of Physical AI Systems in Degraded or Disconnected mode;
- Any incident related to Physical AI Systems, even if partially caused by Platform failures.
12.5 Acknowledgment
Customer acknowledges that the limitations in this Section 12 are essential and that AegisQ would not offer the SaaS Services at the stated prices and terms without such limitations. The parties have negotiated these limitations as an allocation of risk reflecting the nature of the services and the market.
13. Indemnification
13.1 AegisQ Indemnification
AegisQ shall defend, indemnify, and hold harmless Customer from any third-party claims, damages, and costs (including reasonable attorneys' fees) arising from or alleging that the Platform infringes any United States patent, copyright, or trade secret of such third party. AegisQ's indemnification obligation is conditioned on Customer: (a) promptly notifying AegisQ of the claim; (b) granting AegisQ sole control of the defense and settlement; and (c) cooperating reasonably with AegisQ in the defense.
13.2 AegisQ Remedies
If the Platform is held to infringe a third-party intellectual property right, AegisQ may, at its sole option and expense:
- Obtain the right for Customer to continue using the Platform;
- Modify the Platform to make it non-infringing while maintaining substantially equivalent functionality;
- Replace the Platform with a non-infringing alternative of substantially equivalent functionality;
- Terminate the affected subscription and refund prepaid fees for the remaining Subscription Term.
13.3 AegisQ Indemnification Limitations
AegisQ shall have no indemnification obligation for claims arising from:
- Modifications to the Platform not made by AegisQ;
- Combination of the Platform with non-AegisQ products or services;
- Customer's violation of applicable law or this Agreement;
- Customer's use of the Platform in a manner not reasonably contemplated by AegisQ.
13.4 Customer Indemnification
Customer shall defend, indemnify, and hold harmless AegisQ from any third-party claims, damages, and costs (including reasonable attorneys' fees) arising from:
- Customer's violation of applicable law or third-party rights;
- Customer Data or Behavioral Charters that infringe any third-party intellectual property right;
- Customer's use of the SaaS Services in violation of this Agreement;
- Customer's gross negligence or willful misconduct;
- Physical AI System operation causing or contributing to property damage, bodily injury, or death;
- Inadequate safety measures, non-compliant hardware, or unsafe Kinematic Safety Charters;
- Customer's failure to implement or maintain independent safety mechanisms for Physical AI Systems.
13.5 Procedure
The indemnifying party's obligations are conditioned on the indemnified party: (a) promptly notifying the indemnifying party of the claim in writing; (b) granting the indemnifying party sole control of the defense and settlement (provided settlements do not admit liability on behalf of the indemnified party without consent); and (c) cooperating reasonably with the indemnifying party, at the indemnifying party's expense.
13.6 Sole Remedy
Indemnification shall be the indemnified party's exclusive remedy for third-party intellectual property claims or claims arising from the circumstances specified in this Section 13.
14. Term and Termination
14.1 Initial Term
This Agreement becomes effective on the Effective Date and continues for the Initial Term specified in the Order Form (typically one (1) month or one (1) year), unless earlier terminated in accordance with this Section 14.
14.2 Automatic Renewal
Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term, this Agreement shall automatically renew for successive Renewal Terms of equal length to the Initial Term, under the same terms and conditions and at the then-current pricing.
14.3 Termination for Cause by AegisQ
AegisQ may terminate this Agreement immediately upon written notice if:
- Customer materially breaches this Agreement and fails to cure the breach within thirty (30) days of written notice;
- Customer fails to pay Fees for more than thirty (30) days after due date;
- Customer's use of the SaaS Services violates applicable law or poses a security or safety risk;
- Customer uses the SaaS Services to attack, disrupt, or interfere with AegisQ's infrastructure or other customers' accounts;
- Customer reverses engineers, decompiles, or attempts to circumvent security or licensing mechanisms;
- Customer becomes insolvent, bankrupt, or subject to receivership;
- Customer's Physical AI System operation causes a serious safety incident.
14.4 Termination for Convenience
Either party may terminate this Agreement for convenience by providing thirty (30) days' written notice to the other party. Upon termination for convenience, Customer shall pay all Fees accrued through the termination date. Refund eligibility for prepaid annual Fees: Customer may request a pro-rata refund of prepaid Fees only if termination notice is provided within thirty (30) days of the start of the prepaid annual term. After this thirty (30) day window, annual commitments are non-refundable except as expressly provided elsewhere in this Agreement (e.g., Section 11.4 warranty remedy).
14.5 Data Export and Deletion
Upon termination or expiration of this Agreement:
- AegisQ shall provide Customer with a thirty (30) day data export window during which Customer may download all Customer Data in a standard format;
- After the thirty (30) day window expires, AegisQ shall delete all Customer Data from all production systems within ninety (90) days, except where retention is required by law;
- Deleted data shall be purged from backups and archives according to AegisQ's standard retention schedule (typically 180 days);
- AegisQ shall certify in writing that Customer Data has been deleted within thirty (30) days of the deletion deadline.
14.6 Survival
The following sections shall survive termination or expiration: Sections 5 (Tenant Isolation), 7 (Data Protection), 9 (Intellectual Property), 10 (Confidentiality), 11 (Warranties and Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 16 (Dispute Resolution), and 17 (General Provisions).
14.7 Effect of Termination
Upon termination, all rights granted to Customer under this Agreement cease immediately. Customer shall:
- Immediately cease all use of the SaaS Services;
- Remove all copies of Documentation from Customer's systems (except as required by law);
- Delete all stored authentication credentials and API keys;
- For Physical AI Systems: verify that all robots are in a safe state before the license expires and contact AegisQ at info@aegisq.com if assistance is needed to restore safe operation.
14.8 No Obligation to Preserve Data
After the data export window expires, AegisQ has no obligation to preserve, retrieve, or restore Customer Data.
15. Compliance and Export Controls
15.1 EU AI Act Compliance
The AegisQ Platform includes features for monitoring and governance of artificial intelligence agents. Customer shall ensure that its use of the Platform complies with the European Union Artificial Intelligence Act (AI Act) and any other applicable AI-specific regulations. AegisQ makes no representations regarding compliance and strongly encourages Customer to conduct its own legal assessment.
15.2 Regulatory Compliance
Customer is responsible for ensuring that its use of the SaaS Services complies with all applicable laws and regulations, including but not limited to:
- Data protection and privacy laws (GDPR, CCPA, LGPD, etc.);
- Industry-specific regulations (healthcare, finance, government);
- Safety and security standards (ISO, IEC, NIST, etc.);
- Export control and sanctions regulations;
- Anti-corruption and anti-bribery laws;
- Laws governing autonomous systems, robotics, and AI.
15.3 U.S. Export Controls
The SaaS Services, Documentation, and related technical data are subject to U.S. export control laws, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR). Customer shall not, directly or indirectly, export, re-export, or transfer the SaaS Services to prohibited countries or entities, including:
- Countries on the U.S. Commerce Department's Denied Parties List, Entity List, or Unverified List;
- Countries subject to U.S. embargoes (Cuba, Iran, North Korea, Syria, etc.);
- Individuals or entities identified as terrorists, narcotics traffickers, or subject to sanctions;
- End-users who intend to use the services for nuclear, missile, or chemical/biological weapons proliferation.
15.4 Sanctions Screening
AegisQ performs screening to identify customers subject to export controls and sanctions. If Customer's use raises export control concerns, AegisQ may suspend or terminate the services and report the conduct to U.S. authorities as required by law.
15.5 Controlled Services for Government
The Enterprise Gov tier is intended for authorized U.S. federal, state, and local government agencies. Non-U.S. government customers and private customers requiring government-grade security should contact AegisQ for custom licensing arrangements.
15.6 Encryption and Dual-Use Controls
The Platform uses encryption and security technologies that may be subject to encryption export controls. Customer's download and use of the Platform may be restricted based on Customer's location and end-use. Customer shall not circumvent, remove, or weaken any encryption or security features.
15.7 AegisQ's Right to Comply
AegisQ reserves the right to suspend or terminate services to comply with export controls, sanctions, or other applicable legal requirements, even if such action would breach this Agreement.
16. Dispute Resolution
16.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods shall NOT apply to this Agreement.
16.2 Informal Resolution
Prior to initiating arbitration or litigation, the parties shall attempt to resolve any dispute through good-faith negotiations between senior representatives of each party. If the parties cannot resolve the dispute within thirty (30) days of written notice of the dispute, either party may proceed to arbitration.
16.3 Binding Arbitration
Except as provided in Section 16.5, any controversy, dispute, or claim arising out of or relating to this Agreement, including breaches, intellectual property infringement, and tort claims, shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and Supplementary Procedures for Arbitration of Consumer-Related Disputes (if applicable).
16.4 Arbitration Procedures
- The arbitration shall be conducted by a single neutral arbitrator;
- The arbitration shall be held in Claremont, California, unless the parties agree otherwise;
- Each party shall bear its own attorneys' fees and costs, except that the arbitrator may award fees to the prevailing party if permitted by law;
- The arbitrator shall issue a written decision and may award any remedy that would be available in court under applicable law;
- The arbitration shall be conducted confidentially, and the parties shall not disclose the arbitrator's award or proceedings without consent (except as required by law).
16.5 Exceptions to Arbitration
Notwithstanding Section 16.3, the following matters are excluded from arbitration and may be brought in court:
- Intellectual property infringement claims (patent, trademark, copyright, trade secret);
- Claims seeking injunctive relief for misappropriation of trade secrets or confidential information;
- Claims by AegisQ for non-payment of Fees or breach of confidentiality;
- Small claims that fall within the jurisdiction of small claims courts.
16.6 Class Action Waiver
BY ACCEPTING THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION AGAINST THE OTHER PARTY. All claims must be brought in an individual capacity, not as a class member. The arbitrator may NOT consolidate claims or conduct class-wide arbitration.
16.7 Injunctive Relief
Either party may seek injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm, including breaches of confidentiality, intellectual property infringement, or unauthorized use of the SaaS Services, without waiving its right to arbitration for damages or other remedies.
16.8 Attorneys' Fees
In any proceeding to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.
17. General Provisions
17.1 Force Majeure
Neither party shall be liable for any failure or delay in performance under this Agreement if such failure or delay results from causes beyond the reasonable control of that party, including but not limited to acts of God, war, terrorism, natural disasters, epidemics, pandemics, government actions, or Internet or telecommunications failures (collectively, "Force Majeure Events"). The affected party shall provide prompt notice and use reasonable efforts to mitigate the effects. The parties' obligations shall be suspended during the Force Majeure Event, except for payment obligations.
Note on Network Availability
For clarity, Internet outages, network unavailability, or connectivity failures caused by Customer's ISP, network infrastructure, or Customer's own network configuration do NOT constitute Force Majeure for purposes of the SLA in Section 6.
17.2 Assignment
This Agreement may not be assigned, delegated, or transferred by either party without the prior written consent of the other party, except that AegisQ may assign this Agreement to a successor in the event of a merger, acquisition, or sale of substantially all of its assets. Any attempted assignment in violation of this provision shall be void. Notwithstanding the foregoing, Customer may assign this Agreement to a successor entity that assumes all obligations hereunder, provided that Customer provides AegisQ with thirty (30) days' notice.
17.3 Severability
If any provision of this Agreement is held to be invalid, unenforceable, or illegal by a court of competent jurisdiction, that provision shall be severed, and the remaining provisions shall continue in full force and effect. If the severed provision is essential to the Agreement's purpose, the parties shall negotiate in good faith to replace the severed provision with a valid provision that achieves the original economic and practical intent.
17.4 Entire Agreement
This Agreement, including any Order Forms, exhibits, and incorporated documents, constitutes the entire and exclusive agreement between the parties regarding the SaaS Services and supersedes all prior and contemporaneous negotiations, understandings, and agreements, whether written or oral, including the general Terms of Service available on aegisq.com with respect to the subject matter hereof. To the extent this Agreement conflicts with the general Terms of Service, this Agreement shall control. No party has relied on any representation, warranty, or agreement not expressly set forth in this Agreement.
17.5 Amendments and Modifications
This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. AegisQ may modify this Agreement unilaterally by providing thirty (30) days' prior written notice to Customer. If Customer does not accept the modified terms, Customer may terminate the affected subscription with a refund of prepaid fees for the remaining term. Continued use of the SaaS Services after the notice period constitutes acceptance of the modifications.
17.6 Waiver
No waiver of any provision or breach of this Agreement shall be effective unless in writing and signed by the waiving party. A waiver of any provision or breach shall not constitute a waiver of any other provision or subsequent breach. Failure to enforce any right or provision shall not constitute a waiver of such right or provision.
17.7 Notices
Any notices required under this Agreement shall be in writing and shall be delivered by:
- Hand delivery;
- Email (with receipt confirmation);
- Registered or certified mail, postage prepaid, return receipt requested;
- Overnight delivery service (FedEx, UPS, etc.).
Notices shall be sent to the addresses set forth in Section 18 (Contact Information) or such other address as either party may designate by written notice. Notices shall be effective upon receipt.
17.8 Relationship of the Parties
Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party is authorized to bind the other or represent the other to third parties.
17.9 Third-Party Beneficiaries
This Agreement is for the benefit of the parties and their respective successors and permitted assigns and may not be enforced by any third party unless expressly stated herein (e.g., indemnified parties in Section 13).
17.10 Construction
The section headings are for convenience only and do not affect the interpretation of this Agreement. The word "including" means "including without limitation." Any use of "or" is non-exclusive unless expressly stated otherwise.
17.11 Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery by electronic means (e.g., PDF signature) shall have the same force and effect as execution and delivery of a manually signed original.
17.12 Language
This Agreement is executed in English, which shall be the controlling language. Any translations are provided for convenience only, and the English version shall control in the event of any discrepancies.
18. Contact Information
For all notices, requests, and communications regarding this Agreement, including billing inquiries, legal notices, and safety incidents, please contact:
310 N. Indian Hill Blvd. #359
Claremont, CA 91711
United States
General Inquiries:
Email: info@aegisq.com
Phone: (Available upon request)
Technical Support:
Email: info@aegisq.com
Sales and Billing:
Email: info@aegisq.com
Security and Safety Issues:
Email: info@aegisq.com
For critical safety incidents involving Physical AI Systems, contact immediately.
Privacy and Data Protection:
Email: info@aegisq.com
Executive Escalation:
Email: info@aegisq.com
Contact Methods
Customer may contact AegisQ using any of the methods above. AegisQ shall acknowledge receipt of inquiries within one (1) business day and shall respond substantively within the timeframe specified in Section 6.6, depending on the issue severity and Subscription Plan.
Account Information
Upon registration, Customer shall provide accurate contact information and shall update such information promptly if it changes. AegisQ may use the contact information to send notifications about the SaaS Services, security updates, billing information, and legal notices.
Document History
March 24, 2026
Initial draft covering all four AegisQ products including Physical AI and Robotics monitoring. Comprehensive legal framework with sections on SaaS licensing, subscription tiers, Physical AI safety governance, data protection, and dispute resolution. Not yet reviewed by legal counsel.
Acknowledgment
By accepting this Agreement, Customer confirms that it has read, understood, and agrees to be bound by all terms and conditions herein. Customer further confirms that it has authority to enter into this Agreement on behalf of itself (or the organization it represents) and that no other consents or approvals are required.
LAST UPDATED: March 24, 2026