Terms of Service

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("Customer," "you," or "your") and DriftRail Inc., a Delaware corporation ("DriftRail," "Company," "we," "us," or "our"), governing your access to and use of DriftRail's AI observability platform, APIs, SDKs, documentation, and related services (collectively, the "Services").

PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR SERVICES. BY CREATING AN ACCOUNT, ACCESSING, OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES.

If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, in which case "you" and "your" shall refer to such entity.

1. Definitions

• "Authorized Users" means individuals authorized by Customer to access and use the Services under Customer's account.
• "Customer Data" means all data, content, and information submitted by Customer or Authorized Users to the Services, including Service Data.
• "Documentation" means the technical documentation, user guides, and API references made available by DriftRail.
• "Effective Date" means the date you first accept these Terms or begin using the Services.
• "Fees" means the amounts payable by Customer for use of the Services as set forth in the applicable pricing plan.
• "Service Data" means inference events, prompts, completions, metadata, and other data transmitted to the Services for processing.
• "Subscription Term" means the period during which Customer has paid access to the Services.

2. Account Registration and Eligibility

2.1 Eligibility

To use the Services, you must: (a) be at least 18 years of age; (b) have the legal capacity to enter into a binding agreement; (c) not be prohibited from using the Services under applicable law; and (d) not have been previously suspended or removed from the Services.

2.2 Account Creation

You must create an account to access the Services. You agree to: (a) provide accurate, current, and complete registration information; (b) maintain and promptly update your account information; (c) maintain the security and confidentiality of your login credentials; (d) notify us immediately of any unauthorized access to your account; and (e) accept responsibility for all activities that occur under your account.

2.3 API Keys

We provide API keys to authenticate your access to the Services. You are solely responsible for: (a) safeguarding your API keys; (b) all activities conducted using your API keys; and (c) any damages resulting from unauthorized use of your API keys. You must not share API keys or embed them in client-side code where they may be exposed.

3. Services and License

3.1 Service Description

DriftRail provides an AI observability platform that enables you to:

• Ingest and store LLM inference events
• Classify events for risk factors including hallucination, PII exposure, and policy violations
• Monitor behavioral drift and receive alerts
• Generate audit trails and compliance reports
• Access analytics dashboards and APIs

3.2 License Grant

Subject to your compliance with these Terms and payment of applicable Fees, DriftRail grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the Subscription Term solely for your internal business purposes in accordance with the Documentation.

3.3 Restrictions

You shall not, and shall not permit any third party to:

• Copy, modify, or create derivative works of the Services
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Services
• Sublicense, sell, resell, transfer, assign, or distribute the Services
• Access the Services to build a competitive product or service
• Use the Services to store or transmit malicious code
• Interfere with or disrupt the integrity or performance of the Services
• Attempt to gain unauthorized access to the Services or related systems
• Use the Services in violation of applicable laws or regulations
• Use the Services to process data you do not have the right to process
• Remove, alter, or obscure any proprietary notices on the Services
• Use automated means to access the Services except through our APIs
• Exceed rate limits or usage quotas without authorization

3.4 SDKs and Sample Code

We may provide SDKs, libraries, and sample code to facilitate your integration with the Services. Such materials are licensed under the applicable open-source license specified in the repository or, if none is specified, under the MIT License. Your use of SDKs is subject to the applicable license terms.

4. Customer Data

4.1 Ownership

As between the parties, you retain all right, title, and interest in and to Customer Data. DriftRail does not claim any ownership rights in Customer Data.

4.2 License to DriftRail

You grant DriftRail a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, display, and process Customer Data solely to: (a) provide, maintain, and improve the Services; (b) prevent or address technical or security issues; (c) comply with legal obligations; and (d) as otherwise permitted by these Terms or with your consent.

4.3 Customer Responsibilities

You are solely responsible for:

• The accuracy, quality, and legality of Customer Data
• Obtaining all necessary rights, consents, and permissions to transmit Customer Data to the Services
• Ensuring Customer Data does not violate any third-party rights or applicable laws
• Implementing appropriate safeguards for sensitive data before transmission
• Complying with all applicable data protection and privacy laws

4.4 Prohibited Data

Unless you have entered into a specific agreement with DriftRail (such as a BAA for HIPAA), you shall not submit to the Services:

• Protected health information (PHI) under HIPAA
• Payment card data subject to PCI-DSS
• Social Security numbers or government-issued identification numbers
• Financial account numbers
• Data subject to specific regulatory requirements without appropriate agreements
• Data of individuals under 18 years of age

4.5 Aggregated Data

DriftRail may create aggregated, anonymized, or de-identified data derived from Customer Data ("Aggregated Data"). Aggregated Data will not identify you or any individual. DriftRail may use Aggregated Data for any lawful purpose, including improving the Services, conducting research, and creating benchmarks.

4.6 Data Retention and Deletion

Service Data is retained according to your subscription plan's retention period. Upon expiration of the retention period, data is automatically and permanently deleted. Upon termination of your account, we will delete Customer Data within 30 days, except as required by law or for legitimate business purposes (such as billing records).

5. Fees and Payment

5.1 Pricing

Fees for the Services are set forth on our pricing page or in an Order Form. All Fees are quoted and payable in U.S. dollars unless otherwise specified.

5.2 Billing

• Subscription Fees: Paid plans are billed in advance on a monthly or annual basis
• Overage Fees: Usage exceeding your plan's included allocation is billed in arrears at the rates specified for your plan
• Payment Method: You must provide a valid payment method. You authorize us to charge your payment method for all Fees
• Auto-Renewal: Subscriptions automatically renew unless cancelled before the renewal date

5.3 Taxes

Fees are exclusive of all taxes, levies, and duties. You are responsible for paying all applicable taxes, except for taxes based on DriftRail's net income. If we are required to collect or pay taxes on your behalf, such taxes will be invoiced to you.

5.4 Late Payment

If any Fees are not received by the due date: (a) we may charge interest at the rate of 1.5% per month (or the maximum rate permitted by law, if lower); (b) we may suspend your access to the Services until payment is received; and (c) you shall reimburse us for all costs of collection, including reasonable attorneys' fees.

5.5 Fee Changes

We may change our Fees upon 30 days' notice. Fee changes will take effect at the start of your next Subscription Term. If you do not agree to a fee change, you may cancel your subscription before the change takes effect.

5.6 Refunds

Except as required by law or as expressly stated in these Terms, all Fees are non-refundable. No refunds or credits will be provided for partial months of service, downgrades, or unused features.

5.7 Free Tier

We may offer a free tier with limited functionality. Free tier access is provided at our sole discretion and may be modified, limited, or terminated at any time without notice.

6. Service Level Agreement

6.1 Uptime Commitment

For Pro and Enterprise plans, DriftRail commits to the following monthly uptime percentages:

• Pro: 99.9% uptime
• Enterprise: 99.99% uptime (or as specified in your Order Form)

Starter and Growth plans are provided on a commercially reasonable efforts basis without uptime guarantees.

6.2 Exclusions

Uptime calculations exclude downtime resulting from: (a) scheduled maintenance with reasonable advance notice; (b) factors outside our reasonable control, including force majeure events; (c) your equipment, software, or network connections; (d) your breach of these Terms; (e) third-party services or attacks; or (f) features identified as beta or experimental.

6.3 Service Credits

If we fail to meet the applicable uptime commitment, you may request service credits as follows:

• 99.0% - 99.9% uptime: 10% credit of monthly Fees
• 95.0% - 99.0% uptime: 25% credit of monthly Fees
• Below 95.0% uptime: 50% credit of monthly Fees

Service credits must be requested within 30 days of the incident. Credits are applied to future invoices and do not entitle you to a refund. Service credits are your sole and exclusive remedy for any failure to meet uptime commitments.

7. Support

7.1 Support Levels

• Starter: Community support (documentation, forums)
• Growth: Email support with 48-hour response time
• Pro: Priority email support with 24-hour response time
• Enterprise: Dedicated support with custom SLAs

7.2 Support Scope

Support covers: (a) questions about Service functionality; (b) troubleshooting errors and issues; (c) guidance on API integration; and (d) assistance with account and billing matters. Support does not include: (a) custom development or consulting; (b) training; (c) issues caused by your systems or third-party services; or (d) issues arising from your breach of these Terms.

8. Intellectual Property

8.1 DriftRail IP

The Services, including all software, algorithms, user interfaces, designs, documentation, and content (excluding Customer Data), are owned by DriftRail or its licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws. These Terms do not grant you any rights to DriftRail's intellectual property except the limited license expressly set forth herein.

8.2 Trademarks

DriftRail, the DriftRail logo, and other DriftRail marks are trademarks of DriftRail Inc. You may not use our trademarks without our prior written consent, except as necessary to identify DriftRail as the provider of the Services.

8.3 Feedback

If you provide suggestions, ideas, or feedback about the Services ("Feedback"), you grant DriftRail a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Services without any obligation to you.

8.4 Reservation of Rights

All rights not expressly granted herein are reserved by DriftRail. Nothing in these Terms shall be construed as granting any license by implication, estoppel, or otherwise.

9. Confidentiality

9.1 Definition

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, but is not limited to: (a) Customer Data; (b) the terms of any Order Form; (c) business plans, strategies, and financial information; (d) technical information, including source code, algorithms, and APIs; and (e) any other information marked as confidential.

9.2 Obligations

Each party agrees to: (a) protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information only for purposes of performing under these Terms; (c) not disclose Confidential Information to third parties except as permitted herein; and (d) limit access to Confidential Information to employees and contractors who need to know and are bound by confidentiality obligations.

9.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is rightfully obtained from a third party without breach of any confidentiality obligation; or (d) is independently developed without use of the disclosing party's Confidential Information.

9.4 Required Disclosure

A party may disclose Confidential Information if required by law, provided that the party: (a) gives prompt notice to the other party (to the extent legally permitted); (b) cooperates in any effort to obtain protective treatment; and (c) discloses only the minimum information required.

10. Warranties and Disclaimers

10.1 Mutual Warranties

Each party represents and warrants that: (a) it has the legal power and authority to enter into these Terms; (b) these Terms constitute a valid and binding obligation; and (c) its performance will not violate any applicable law or breach any agreement with a third party.

10.2 DriftRail Warranties

DriftRail warrants that: (a) the Services will perform materially in accordance with the Documentation; and (b) we will not materially decrease the functionality of the Services during your Subscription Term. Your sole remedy for breach of this warranty is, at DriftRail's option: (i) correction of the non-conforming Services; or (ii) termination of the affected Services and refund of prepaid Fees for the remainder of the Subscription Term.

10.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. DRIFTRAIL EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

DRIFTRAIL DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE; (B) THE SERVICES WILL MEET YOUR REQUIREMENTS; (C) THE RESULTS OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE; (D) ANY ERRORS WILL BE CORRECTED; OR (E) THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

10.4 AI Classification Disclaimer

THE RISK CLASSIFICATIONS, SCORES, AND ANALYSES PROVIDED BY THE SERVICES ARE GENERATED BY ARTIFICIAL INTELLIGENCE AND ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. DRIFTRAIL DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CLASSIFICATION RESULTS. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND VALIDATING CLASSIFICATION RESULTS BEFORE TAKING ANY ACTION. DRIFTRAIL SHALL NOT BE LIABLE FOR ANY DECISIONS OR ACTIONS TAKEN BASED ON CLASSIFICATION RESULTS.

10.5 Beta Services

We may offer beta or experimental features ("Beta Services"). Beta Services are provided "as is" without any warranty. We may discontinue Beta Services at any time without notice or liability.

11. Limitation of Liability

11.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH DAMAGES ARE BASED.

11.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF DRIFTRAIL ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO DRIFTRAIL DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100).

11.3 Exceptions

The limitations in this Section 11 shall not apply to: (a) either party's breach of confidentiality obligations; (b) either party's indemnification obligations; (c) your breach of Section 3.3 (Restrictions) or Section 4.4 (Prohibited Data); (d) your payment obligations; or (e) liability that cannot be limited under applicable law.

11.4 Basis of the Bargain

The parties acknowledge that the limitations of liability in this Section 11 reflect the allocation of risk between the parties and are an essential element of the basis of the bargain between the parties. The Services would not be provided without these limitations.

12. Indemnification

12.1 Indemnification by Customer

You shall indemnify, defend, and hold harmless DriftRail and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Services; (b) Customer Data, including any claim that Customer Data infringes or misappropriates any third-party rights; (c) your breach of these Terms; (d) your violation of applicable laws; or (e) any dispute between you and a third party relating to the Services.

12.2 Indemnification by DriftRail

DriftRail shall indemnify, defend, and hold harmless Customer from and against any third-party claim that the Services, as provided by DriftRail and used in accordance with these Terms, infringe or misappropriate any U.S. patent, copyright, or trade secret. This indemnification obligation shall not apply to claims arising from: (a) Customer Data; (b) modifications to the Services not made by DriftRail; (c) combination of the Services with third-party products or services; (d) use of the Services in violation of these Terms; or (e) use of a non-current version of the Services if the claim would have been avoided by use of the current version.

12.3 Indemnification Procedures

The indemnified party shall: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party shall not settle any claim in a manner that admits liability or imposes obligations on the indemnified party without prior written consent.

12.4 Infringement Remedies

If the Services are, or in DriftRail's opinion are likely to be, subject to an infringement claim, DriftRail may, at its option: (a) procure the right for you to continue using the Services; (b) modify the Services to make them non-infringing; (c) replace the Services with a non-infringing equivalent; or (d) if the foregoing are not commercially reasonable, terminate the affected Services and refund prepaid Fees for the remainder of the Subscription Term.

13. Term and Termination

13.1 Term

These Terms commence on the Effective Date and continue until terminated as provided herein. Each Subscription Term continues for the period specified in your subscription and automatically renews for successive periods of the same duration unless either party provides notice of non-renewal at least 30 days before the end of the then-current term.

13.2 Termination for Convenience

You may terminate your subscription at any time through the dashboard or by contacting us. Termination will be effective at the end of your current Subscription Term. No refunds will be provided for early termination.

13.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if: (a) the other party materially breaches these Terms and fails to cure such breach within 30 days of receiving notice; (b) the other party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or (c) the other party ceases to operate in the ordinary course of business.

13.4 Termination by DriftRail

DriftRail may suspend or terminate your access to the Services immediately without notice if: (a) you fail to pay Fees when due; (b) you breach Section 3.3 (Restrictions) or Section 4.4 (Prohibited Data); (c) your use poses a security risk to the Services or other customers; (d) your use may subject DriftRail to liability; or (e) required by law.

13.5 Effect of Termination

Upon termination: (a) your right to access and use the Services immediately ceases; (b) you must pay all outstanding Fees; (c) each party must return or destroy the other party's Confidential Information; and (d) DriftRail will delete Customer Data within 30 days, except as required by law. The following sections survive termination: 4.5 (Aggregated Data), 8 (Intellectual Property), 9 (Confidentiality), 10.3-10.5 (Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 13.5 (Effect of Termination), and 14-18.

14. Dispute Resolution

14.1 Informal Resolution

Before initiating any formal dispute resolution, you agree to first contact us at support@driftrail.com to attempt to resolve the dispute informally. We will attempt to resolve the dispute within 60 days.

14.2 Binding Arbitration

If informal resolution is unsuccessful, any dispute arising out of or relating to these Terms shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Wilmington, Delaware (or another location mutually agreed upon). The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

14.3 Class Action Waiver

YOU AND DRIFTRAIL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

14.4 Exceptions

Notwithstanding the foregoing: (a) either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights; and (b) claims within the jurisdiction of small claims court may be brought in such court.

14.5 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15. Compliance with Laws

15.1 General Compliance

Each party shall comply with all applicable laws, regulations, and ordinances in connection with its performance under these Terms.

15.2 Export Compliance

The Services may be subject to U.S. export control laws and regulations. You shall not export, re-export, or transfer the Services to any country, entity, or person prohibited by applicable export laws without obtaining required authorizations. You represent that you are not located in, under the control of, or a national or resident of any country subject to U.S. embargo.

15.3 Anti-Corruption

You shall not, directly or indirectly, offer, pay, promise to pay, or authorize payment of any money or anything of value to any government official, political party, or candidate for the purpose of influencing any act or decision to obtain or retain business in connection with these Terms.

15.4 Data Protection

To the extent DriftRail processes personal data on your behalf, the parties agree to enter into a Data Processing Agreement upon request. For customers subject to GDPR, we offer Standard Contractual Clauses for international data transfers.

16. Modifications to Terms and Services

16.1 Modifications to Terms

We may modify these Terms at any time by posting the revised Terms on our website. For material changes, we will provide at least 30 days' notice via email or through the Services. Your continued use of the Services after the effective date of any modifications constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Services and may terminate your subscription.

16.2 Modifications to Services

We may modify, update, or discontinue the Services (or any features) at any time. We will provide reasonable notice of material changes. If we discontinue a Service that you have paid for, we will provide a pro-rata refund of prepaid Fees for the discontinued Service.

17. General Provisions

17.1 Entire Agreement

These Terms, together with any Order Forms and the Privacy Policy, constitute the entire agreement between you and DriftRail regarding the Services and supersede all prior agreements, proposals, and communications.

17.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

17.3 Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right shall constitute a waiver of that right.

17.4 Assignment

You may not assign or transfer these Terms or any rights hereunder without DriftRail's prior written consent. DriftRail may assign these Terms without restriction. Any attempted assignment in violation of this section is void. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.

17.5 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

17.6 Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms.

17.7 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, strikes, or failures of third-party telecommunications or power supply. This section does not excuse your obligation to pay Fees.

17.8 Notices

Notices to DriftRail must be sent to support@driftrail.com. Notices to you will be sent to the email address associated with your account. Notices are deemed received when sent (for email) or when delivered (for other methods).

17.9 Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

17.10 Language

These Terms are written in English. Any translations are provided for convenience only. In the event of a conflict, the English version shall control.

18. Contact Information

If you have questions about these Terms, please contact us:

Email: support@driftrail.com

Subject Line: Terms of Service Inquiry

By using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.