SUPERAGENT SERVICES AGREEMENT - API
Version 1.0 Effective Date: November 7, 2025
This Superagent Services Agreement ("Agreement") is entered into between Superagent Technologies, Inc., a Delaware corporation with offices at 1111B S Governors Ave STE 3232, Dover, DE 19904 ("Superagent," "we," "us," or "our") and you or the entity you represent ("Customer," "you," or "your").
By creating a Superagent account, accessing our Services, or using our APIs, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of an entity, you represent that you have the authority to bind that entity. If you do not agree with this Agreement, you must not use the Services.
This Agreement includes and incorporates by reference our Usage Policy and Data Processing Agreement (where applicable).
1. DEFINITIONS
"API" means Superagent's application programming interfaces and related documentation.
"Customer Data" means any data, content, code, or materials that Customer or its End Users submit to the Services.
"Documentation" means Superagent's technical documentation for the Services available at docs.superagent.sh.
"End User" means any individual or entity that accesses or uses the Services through Customer's account.
"Guard" means Superagent's guardrail service that detects and blocks unsafe inputs, prompt injections, malicious tool calls, and backdoors.
"Output" means the results, responses, or data generated by the Services based on Customer Data.
"Personal Data" has the meaning set forth in the Data Processing Agreement.
"Redact" means Superagent's service that identifies and removes sensitive data including PII, PHI, and secrets.
"Services" means Superagent's AI guardrail services, including Guard, Verify, and Redact, accessible via API, SDKs, CLI, MCP, or web playground.
"Usage Policy" means Superagent's acceptable use policy available at superagent.sh/usage-policy.
"Verify" means Superagent's service that validates model outputs against enterprise sources and policies.
2. SERVICES AND ACCESS
2.1 Services Provided. Subject to Customer's compliance with this Agreement, Superagent will provide Customer with access to the Services. The Services will perform substantially in accordance with the Documentation. Guard detects and blocks unsafe inputs, prompt injections, and security threats. Verify validates AI outputs against Customer's enterprise sources and policies. Redact identifies and removes sensitive information including PII, PHI, and secrets. Performance characteristics and capabilities are described in the Documentation and may be updated from time to time.
2.2 Access Methods. Customer may access the Services through RESTful API, client libraries for Python and TypeScript, command-line interface, Model Context Protocol integration, or web-based playground interface.
2.3 Account Registration. To use the Services, Customer must create an account by providing accurate and complete information. Customer is responsible for maintaining the confidentiality of account credentials and API keys, all activities under Customer's account, notifying Superagent immediately of any unauthorized use or security breach, and ensuring compliance with this Agreement by all End Users.
2.4 API Keys and Authentication. Superagent will issue API keys to Customer for authenticating requests to the Services. Customer must keep API keys confidential and must not share, publish, or embed them in publicly accessible code. Customer may generate multiple API keys for different environments or applications. Superagent may revoke API keys if Customer violates this Agreement or if Superagent reasonably suspects unauthorized use.
2.5 Service Modifications. Superagent may modify, update, or discontinue any aspect of the Services at any time, including adding or removing features, updating model versions or performance characteristics, changing response formats or API endpoints, or adjusting rate limits or usage restrictions. Superagent will provide reasonable advance notice of material changes that negatively impact Customer's use of the Services, except for changes required for security, legal compliance, or system stability.
3. FEES AND PAYMENT
3.1 Pricing. Services are billed on a usage basis according to token consumption. Guard, Verify, and Redact are priced at $0.90 per million input tokens and $1.90 per million output tokens. Current pricing is available at superagent.sh/guardrails. Superagent may update pricing with 30 days' advance notice to Customer.
3.2 Usage Calculation. Usage is measured by the number of tokens in Customer Data inputs and Output responses. Tokens are calculated using Superagent's tokenization method documented in the Documentation. Failed requests due to Customer error are not charged. Failed requests due to Service errors may be retried without charge.
3.3 Prepaid Credits. Customer must purchase credits in advance to use the Services. Customer will provide valid payment information and select a credit amount to purchase. Credits are consumed as Customer uses the Services according to the pricing in Section 3.1 and usage calculation in Section 3.2. Customer may purchase additional credits at any time through the dashboard. Unused credits do not expire and remain available until consumed or the account is terminated.
3.4 Credit Balance and Service Access. Customer's access to the Services depends on maintaining a sufficient credit balance. Superagent will notify Customer when the credit balance falls below specified thresholds (e.g., 20%, 10%, 5%). If Customer's credit balance reaches zero, Superagent may suspend access to the Services until Customer purchases additional credits. Customer may configure automatic credit top-up through the dashboard to avoid service interruption.
3.5 Payment Authorization. By providing payment information, Customer authorizes Superagent to charge the payment method on file for credit purchases and, if enabled, automatic credit top-ups. Customer is responsible for maintaining current and accurate payment information.
3.6 Payment Disputes. Customer must notify Superagent of any billing or credit disputes within 30 days of the transaction date. Superagent will work with Customer in good faith to resolve disputes promptly. Disputed amounts will remain as credits in Customer's account pending resolution unless the dispute involves unauthorized charges.
3.7 Taxes. All fees are exclusive of taxes. Customer is responsible for all applicable taxes except those based on Superagent's net income. If Superagent is required to collect or pay taxes for which Customer is responsible, Customer will pay those amounts or provide valid tax exemption certificates.
4. SUPPORT
4.1 Support. Superagent provides technical support via email at support@superagent.sh.
5. CUSTOMER DATA AND PRIVACY
5.1 Customer Data Ownership. Customer retains all rights, title, and interest in and to Customer Data. Superagent claims no ownership rights in Customer Data.
5.2 License to Superagent. Customer grants Superagent a limited, non-exclusive, worldwide license to use Customer Data solely to provide the Services to Customer and as otherwise permitted by this Agreement. This license terminates when Customer deletes Customer Data or terminates this Agreement, except for data retained in backup systems for up to 30 days.
5.3 Output Ownership. Subject to Customer's compliance with this Agreement, Superagent assigns to Customer all right, title, and interest in and to Output. Customer owns all Output generated by the Services.
5.4 No Training on Customer Data. Superagent will not train its models on Customer Data unless Customer explicitly opts in to model improvement programs. Customer's default setting is opt-out. Customer may change this setting at any time through the dashboard.
5.5 Data Processing Agreement. To the extent Customer is a Controller and Superagent processes Personal Data on Customer's behalf, the Data Processing Agreement located at superagent.sh/dpa applies and is incorporated into this Agreement. In case of conflict between this Agreement and the DPA regarding Personal Data processing, the DPA controls.
5.6 Data Retention and Deletion. Superagent processes Customer Data transiently in memory during API requests. Customer Data is processed transiently and deleted immediately upon API response completion. Superagent retains metadata logs (timestamp, endpoint, status code, latency) until account deletion or upon written request. Upon termination, Superagent will delete all Customer Data within 30 days, except as required by law or as necessary to resolve disputes.
5.7 Security. Superagent implements commercially reasonable technical and organizational measures to protect Customer Data from unauthorized access, use, or disclosure. These measures include encryption in transit using TLS 1.3, encryption at rest using AES-256, access controls with multi-factor authentication, regular security assessments, and incident response procedures. Detailed security measures are available in the DPA and at trust.superagent.sh.
5.8 Security Incidents. Superagent will notify Customer without undue delay after becoming aware of any unauthorized access to Customer Data. Notification will include available information about the incident, affected data, and steps Superagent is taking to address the incident. Customer acknowledges that Superagent's investigation of security incidents is ongoing and information may be provided in phases as it becomes available.
6. INTELLECTUAL PROPERTY
6.1 Superagent IP. Superagent and its licensors retain all right, title, and interest in and to the Services, including all software, algorithms, models, technology, trademarks, and related intellectual property. This Agreement does not grant Customer any ownership rights in the Services.
6.2 License to Customer. Subject to Customer's compliance with this Agreement, Superagent grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the term of this Agreement.
6.3 Customer IP. Customer and its licensors retain all right, title, and interest in and to Customer Data, Customer's products and services, and Customer's trademarks and intellectual property.
6.4 Open Source Components. The Services may include open source software components subject to separate open source licenses. A list of open source components and their licenses is available at superagent.sh/open-source. Customer's use of open source components is governed by the applicable open source licenses.
6.5 Brand Usage. Neither party may use the other party's name, trademarks, or logos without prior written consent, except that Superagent may identify Customer as a customer of the Services and use Customer's name, trademarks, and logos in marketing materials unless Customer opts out by written notice. Customer agrees to consider in good faith any reasonable request by Superagent for testimonials or case studies.
6.6 Feedback. If Customer provides feedback, suggestions, or recommendations about the Services, Superagent may use such feedback without obligation or compensation to Customer. Customer grants Superagent a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate feedback into the Services.
7. AI-SPECIFIC PROVISIONS
7.1 Model Performance and Limitations. Customer acknowledges that the Services use AI models which have inherent limitations and may produce unexpected or incorrect results. Superagent does not warrant that the Services will detect all security threats, verify all factual claims, or redact all sensitive information. Customer is responsible for evaluating the appropriateness of Outputs for Customer's use case and implementing appropriate human review processes where necessary before relying on or distributing Outputs.
7.2 Model Updates. Superagent may update models, algorithms, or detection methods to improve performance, address security issues, or comply with legal requirements. Superagent will use commercially reasonable efforts to maintain backward compatibility and provide notice of material changes that may affect Customer's integration. Superagent maintains versioning for major model updates, allowing Customer to test new versions before migration. Superagent will provide reasonable advance notice before deprecating older versions to allow Customer time to test and migrate.
7.3 Training and Improvement. As stated in Section 5.4, Superagent will not train models on Customer Data unless Customer explicitly opts in. If Customer opts in to model improvement programs, Superagent may use aggregated and anonymized usage patterns and feedback to improve the Services. Customer may opt out at any time. Data from opt-out customers will not be used for training.
8. ACCEPTABLE USE
8.1 Permitted Uses. Customer may use the Services for lawful purposes including protecting AI applications from security threats, validating AI outputs for accuracy and policy compliance, redacting sensitive data from logs and documents, and integrating the Services into Customer's products, services, or internal tools.
8.2 Prohibited Activities. Customer must not, and must ensure End Users do not, use the Services for any illegal, harmful, fraudulent, or deceptive purpose; violate any applicable law, regulation, or third-party right; interfere with or disrupt the Services or Superagent's systems; attempt to gain unauthorized access to the Services; reverse engineer, decompile, or disassemble the Services; access the Services to build a competing product; copy, benchmark, or measure Service performance to compete with Superagent; exceed published rate limits without authorization; share, sell, or transfer API keys to third parties; use automated systems to scrape or mine data from the Services; attempt to bypass guardrails, filters, or security measures; test the Services for vulnerabilities without written authorization; represent Output as human-generated when it is AI-generated; use Output to deceive, defraud, or manipulate individuals; use the Services to facilitate harassment, abuse, threats, or violence; process data related to illegal activities, weapons, or exploitation; or use the Services to make automated decisions about individuals' rights or benefits without human review (unless legally permitted).
8.3 Usage Policy. Customer's use of the Services is also subject to Superagent's Usage Policy, which provides additional detail on acceptable and prohibited uses. Superagent may update the Usage Policy from time to time, and continued use of the Services constitutes acceptance of the updated policy.
8.4 Enforcement. If Superagent reasonably believes Customer has violated this Section 8, Superagent may suspend or terminate Customer's access to the Services immediately, investigate the violation and cooperate with law enforcement, and retain all credits consumed before suspension or termination. Superagent will notify Customer of the violation and provide an opportunity to cure if reasonable under the circumstances.
9. WARRANTIES AND DISCLAIMERS
9.1 Superagent Warranties. Superagent warrants that it has the right to provide the Services and grant the licenses in this Agreement; the Services will perform substantially in accordance with the Documentation; and it will use commercially reasonable efforts to prevent the introduction of malware or viruses through the Services.
9.2 Customer Warranties. Customer represents and warrants that it has all necessary rights to use and provide Customer Data to Superagent; Customer Data and Customer's use of the Services comply with applicable law; Customer has obtained all necessary consents to provide Personal Data to Superagent; and if required, Customer has appropriate legal bases under privacy laws to process Personal Data using the Services.
9.3 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUPERAGENT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE; WARRANTIES THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR THAT RESULTS WILL BE ACCURATE; AND WARRANTIES REGARDING AI MODEL ACCURACY, COMPLETENESS, OR RELIABILITY. SUPERAGENT DOES NOT WARRANT THAT THE SERVICES WILL DETECT ALL SECURITY THREATS, VERIFY ALL FACTUAL CLAIMS, OR REDACT ALL SENSITIVE INFORMATION. AI SYSTEMS HAVE INHERENT LIMITATIONS AND MAY PRODUCE UNEXPECTED OR INCORRECT RESULTS.
10. LIMITATION OF LIABILITY
10.1 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUPERAGENT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY CUSTOMER TO SUPERAGENT IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) $500.
10.2 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, REVENUES, OR SAVINGS; LOSS OF DATA OR BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; OR LOSS OF REPUTATION OR GOODWILL. THIS LIMITATION APPLIES EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.3 Exceptions. The limitations in Sections 10.1 and 10.2 do not apply to Customer's payment obligations; either party's indemnification obligations under Section 11; Customer's violations of Section 8 (Acceptable Use); either party's gross negligence or willful misconduct; or liabilities that cannot be limited under applicable law.
10.4 Basis of the Bargain. The parties acknowledge that the limitations in this Section 10 are fundamental elements of this Agreement and that Superagent would not provide the Services without these limitations.
11. INDEMNIFICATION
11.1 Superagent Indemnification. Superagent will defend, indemnify, and hold harmless Customer from third-party claims that Customer's authorized use of the Services infringes or misappropriates such third party's intellectual property rights, and will pay damages, settlements, and costs (including reasonable attorneys' fees) finally awarded against Customer for such claims. Superagent's obligations do not apply to the extent a claim arises from Customer Data or Customer's use of Customer Data; modification of the Services by anyone other than Superagent; combination of the Services with products, services, or data not provided by Superagent; Customer's continued use after Superagent notified Customer of infringement and provided a non-infringing alternative; or Customer's use of the Services in violation of this Agreement or Documentation. If the Services become, or in Superagent's opinion are likely to become, the subject of an infringement claim, Superagent may at its option procure the right for Customer to continue using the Services; modify the Services to make them non-infringing; replace the Services with a non-infringing alternative; or if those options are not commercially reasonable, terminate this Agreement and refund unused credits.
11.2 Customer Indemnification. Customer will defend, indemnify, and hold harmless Superagent from third-party claims arising from Customer Data, including claims that Customer Data infringes third-party rights; Customer's use of the Services in violation of this Agreement, the Usage Policy, or applicable law; Customer's products, services, or business operations; or End Users' misuse of the Services with Customer's authorization or negligence.
11.3 Indemnification Procedure. The indemnifying party's obligations are conditioned on the indemnified party promptly notifying the indemnifying party in writing of the claim; giving the indemnifying party sole control of the defense and settlement (provided settlements do not admit liability or impose obligations on the indemnified party without consent); and providing reasonable cooperation in the defense at the indemnifying party's expense.
11.4 Exclusive Remedy. This Section 11 states each party's exclusive remedy and sole liability for intellectual property infringement claims.
12. TERM AND TERMINATION
12.1 Term. This Agreement begins on the Effective Date and continues until terminated as provided in this Section 12.
12.2 Termination for Convenience. Either party may terminate this Agreement at any time by ceasing use of the Services. Credits consumed before termination are non-refundable.
12.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure within 10 days after receiving notice of the breach. Superagent may terminate this Agreement immediately without notice if Customer violates Section 8 (Acceptable Use).
12.4 Effect of Termination. Upon termination, Customer's right to access and use the Services immediately terminates. Customer must cease all use of the Services and delete or return all Superagent Confidential Information. Superagent will make Customer Data available for export for 30 days after termination, after which Superagent may delete Customer Data. Credits consumed before termination are non-refundable. Unused credits may be refunded at Superagent's discretion.
12.5 Survival. Sections 1 (Definitions), 5.1 (Customer Data Ownership), 5.3 (Output Ownership), 6 (Intellectual Property), 9.3 (Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), 12.4 (Effect of Termination), 12.5 (Survival), 13 (Confidentiality), 14 (General Provisions), and any payment obligations, survive termination of this Agreement.
13. CONFIDENTIALITY
13.1 Confidential Information. "Confidential Information" means information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes Customer Data, which is always deemed Confidential Information of Customer; pricing and financial terms, which are Confidential Information of both parties; and technical specifications, product roadmaps, and business strategies.
13.2 Obligations. The receiving party will protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. The receiving party may use Confidential Information only to exercise its rights and perform its obligations under this Agreement. The receiving party may disclose Confidential Information only to employees, contractors, and advisors who need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.
13.3 Exceptions. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement; was rightfully known to the receiving party without confidentiality restrictions before disclosure; is rightfully received from a third party without confidentiality restrictions; or is independently developed by the receiving party without use of or reference to Confidential Information.
13.4 Required Disclosure. The receiving party may disclose Confidential Information if required by law, provided the receiving party gives the disclosing party reasonable advance notice and cooperates with any efforts by the disclosing party to seek protective orders or other appropriate remedies.
14. GENERAL PROVISIONS
14.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflicts of law principles.
14.2 Dispute Resolution. Any dispute arising out of or relating to this Agreement will be resolved through binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures, except that either party may seek injunctive relief in court for violations of intellectual property rights, confidentiality obligations, or Acceptable Use provisions. Arbitration will be conducted by a single arbitrator in San Francisco, California, and judgment on the arbitration award may be entered in any court having jurisdiction. Each party will bear its own costs and attorneys' fees, and the parties will share equally the arbitrator's fees and arbitration expenses. Notwithstanding the foregoing, either party may bring an individual action in small claims court.
14.3 Notices. Notices under this Agreement must be in writing and will be deemed given when delivered personally, sent by confirmed facsimile or email, or sent by registered or certified mail (return receipt requested) to the address on file with Superagent. Superagent may provide notices to Customer through the Services, email, or posted announcements.
14.4 Force Majeure. Neither party will be liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, terrorism, war, riots, labor disputes, governmental actions, internet disruptions, or third-party service failures.
14.5 Entire Agreement. This Agreement, together with the Usage Policy and DPA incorporated by reference, constitutes the entire agreement between the parties regarding the Services and supersedes all prior agreements and understandings. This Agreement may be executed in counterparts, each of which is deemed an original.
14.6 Amendments. Superagent may modify this Agreement by posting an updated version on its website or providing notice through the Services. Material changes will be effective 30 days after notice. Customer's continued use of the Services after the effective date constitutes acceptance of the modified Agreement. If Customer does not agree to the modifications, Customer may terminate this Agreement pursuant to Section 12.2.
14.7 Waiver. No waiver of any provision of this Agreement will be effective unless in writing and signed by the waiving party. No waiver of any breach will constitute a waiver of any other breach.
14.8 Severability. If any provision of this Agreement is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will remain in full force and effect.
14.9 Assignment. Customer may not assign this Agreement without Superagent's prior written consent. Superagent may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void.
14.10 No Third-Party Beneficiaries. This Agreement does not create any third-party beneficiary rights except as expressly stated.
14.11 Export Compliance. Customer will comply with all applicable export and import laws and regulations. Customer represents that it is not located in, under the control of, or a national or resident of any country subject to U.S. embargo or export restrictions.
14.12 Government Users. If Customer is a U.S. government entity, the Services are "commercial items" as defined at 48 C.F.R. 2.101, and are provided with only those rights as are granted to all other customers pursuant to this Agreement.
14.13 Relationship of Parties. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship.
END OF AGREEMENT