Terms of Service

The agreement

These Terms of Service form a binding agreement between Teleon, Inc., a Delaware corporation (“Teleon”, “we”, “us”), and the organisation that subscribes to the Service (“Customer”, “you”). They take effect when you create an account, click to accept, or first use the Service, whichever happens first.

The agreement is these Terms together with the Privacy Policy, the Data Processing Addendum, the Acceptable Use Policy and the Trademark and Badge Use Policy, each incorporated by reference. An executed order form or Master Subscription Agreement prevails over these Terms where the two conflict.

You must have authority to bind your organisation. If you do not, do not accept these Terms.

Definitions

Service

The Teleon trust layer, the gateway, sidecar, middleware SDKs, console, APIs, audit ledger, Privacy Vault, scoring, badge programme and compliance bundle generator.

Agent

An AI system operated by you that sends traffic through, or reports traffic to, the Service.

Customer Data

Everything you or your Agents submit to the Service, and everything the Service derives from it on your behalf.

Audit Data

The signed, hash-chained record of policy decisions the Service produces from your Agents’ activity. A subset of Customer Data.

Personal Data

As defined in the Data Processing Addendum, which controls for anything involving personal data.

Trust Badge

The Certificate of Trust artefact issued for an Agent, and the visual mark that displays its live signature state.

Documentation

The technical documentation published at teleon.ai/docs, as it stands from time to time.

Order Form

A signed document setting out plan, term, fees and any negotiated terms.

What the Service does and does not do

Teleon observes agent activity, enforces the policies you configure, records every decision in a tamper-evident ledger, scores agent behaviour, and produces evidence you can hand to an auditor. It integrates as a gateway in front of your agent, a sidecar beside it, or middleware inside it.

What Teleon does not do

• Teleon does not author your Agent’s behaviour, and does not review the policies you write. A policy that permits something it should not will be enforced exactly as written.
• Teleon helps you comply. It does not make you compliant. Evidence produced by the Service supports an audit; it does not constitute an audit, an opinion, a certification, or legal advice. No output of the Service is a representation by Teleon that you meet SOC 2, the GDPR, HIPAA, PCI DSS, the EU AI Act, ISO/IEC 42001, the NIST AI RMF, or anything else.
• Teleon does not guarantee that an Agent is safe, lawful, unbiased or correct. Detection is probabilistic: classifiers have false negatives, and a governed Agent can still do something you did not want.
• Teleon assumes no liability for your Agent’s actions. Responsibility for what an Agent does stays with the party that deployed it.

Changes to the Service

We may add, change or remove features. Where a change materially reduces core functionality you are using, we give 30 days’ notice; if it materially harms you, you may terminate the affected subscription and receive a pro-rata refund of prepaid fees. Deprecation of a documented API version follows the published versioning policy, with a minimum of 6 months’ notice and a supported migration path.

Accounts, users and API keys

• Provide accurate registration details and keep them current. Notices go to the addresses on the account, and a stale address is not a defence to notice.
• You are responsible for everything done under your account, including by your users and by anything holding your API keys.
• Keep API keys secret. Teleon refuses API-key authentication from browser contexts, but a key you publish is a key you have given away. Rotate immediately at the console, and tell security@teleon.ai if you suspect compromise.
• Enable multi-factor authentication for administrative users. Where a plan makes SSO available, use it.
• Named users may not be shared. Seats are per person.

You may add users up to your plan’s allowance and must ensure each one complies with these Terms. Removing a user’s access is your responsibility and takes effect when you do it in the console.

Plans, fees and payment

Annual subscriptions are twelve monthly payments less 15%. Prices are in US dollars and exclusive of tax; you are responsible for sales, use, VAT and equivalent taxes, other than taxes on Teleon’s income.

• Billing. Self-serve plans are charged in advance, monthly or annually, through Stripe. Enterprise plans are invoiced per the Order Form, net 30.
• Overage. Events beyond the plan allowance are either rate-limited or billed at the published overage rate, depending on your configuration. Enforcement never stops because a quota was reached: a quota-exceeded Agent continues to be governed, and the events are recorded.
• Upgrades take effect immediately, prorated. Downgrades take effect at the next renewal. Downgrading shortens audit retention, data beyond the new plan’s window becomes unavailable at renewal. Export first.
• Non-payment. After a failed charge we retry and notify. At 7 days past due the account may be limited to read-only; at 30 days it may be suspended; at 60 days it may be terminated under section 11. Suspension does not stop enforcement for Agents already deployed unless we tell you otherwise in the notice.
• Renewal. Subscriptions renew automatically for the same term unless cancelled before the renewal date. Cancel in the console at any time.
• Refunds. Fees are non-refundable except where these Terms expressly provide otherwise, a sub-processor objection under section 8, a materially harmful change under section 3, or termination for our uncured breach under section 11. Annual plans cancelled mid-term are not refunded for the unused period unless one of those applies.

Price changes take effect at your next renewal and are notified at least 30 days beforehand. You may cancel before renewal rather than accept a change.

Acceptable use

Your use of the Service is governed by the Acceptable Use Policy, which forms part of these Terms. In summary, you may not use the Service to break the law, to attack it or anyone else, to evade the governance controls it exists to provide, or to hold data you have no right to hold.

Ownership

Yours

You keep all right, title and interest in Customer Data and Audit Data. You grant Teleon a limited, non-exclusive, worldwide licence to host, process and transmit it solely to provide the Service and as instructed by you. That licence ends when the data is deleted.

Audit Data belongs to you. You may export it at any time through the console, the API or the bundle generator, in a documented format, and the verification tool that checks it is open source so an export outlives your subscription.

Ours

Teleon keeps all right, title and interest in the Service, software, models, policy engine, scoring methodology, documentation and marks. Nothing here transfers any of it. The Teleon marks are covered by the Trademark and Badge Use Policy.

Aggregated data

Teleon may compile aggregated statistics from use of the Service, attack-class frequencies, latency distributions, benchmark medians, and publish them. Aggregated data is irreversibly de-identified, never identifies a customer, an agent or an individual, and is never derived from payload content. Customer Data is never used to train any model.

Feedback

If you send us a suggestion, we may use it without obligation or attribution. Do not send us anything confidential as feedback.

Data protection and sub-processors

Personal data is governed by the Privacy Policy and, where Teleon processes personal data on your behalf, by the Data Processing Addendum, which is incorporated into these Terms and applies without separate signature. A counter-signed copy is available on request.

Sub-processors

Teleon publishes the current sub-processor register at /legal/sub-processors, also served at /sub-processors. We give at least 30 days’ notice before a new sub-processor begins processing your personal data. You may object on data protection grounds within that period; if we cannot offer a configuration that avoids the sub-processor, you may terminate the affected part of your subscription without penalty and receive a pro-rata refund.

Residency

Business and Enterprise plans may pin storage to eu-west-1 or us-east-1. Residency binds storage of the audit ledger, object storage and keys. It does not today bind model-based classification and scoring, which run in us-east-1 for every tenant. Section 3 of the sub-processor register explains why and what to do if that is unacceptable to you.

HIPAA

No protected health information may be sent to the Service until a Business Associate Agreement has been executed. Sending PHI without one is a breach of these Terms, and Teleon may suspend the account to contain it.

Availability and support

Targets

Enterprise service credits

Credits are the sole and exclusive remedy for missed availability. Claim within 30 days of the affected period at support@teleon.ai. Credits do not exceed 50% of the monthly fee and are not refunded in cash.

Exclusions

• Scheduled maintenance, notified at least 48 hours in advance.
• Force majeure.
• Outages you caused, exceeding rate limits, a misconfigured policy, a revoked credential.
• Failures of upstream model providers, DNS, or your own network.
• Free, Developer, Team and Business plans.

Status and support

Teleon does not yet operate a hosted status page. Live reachability can be checked from the status panel on teleon.ai, which queries the platform health endpoint from your own network, and incidents are notified to account administrators by email. Support is by email to support@teleon.ai, with response targets by plan set out in the Documentation. Security reports go to security@teleon.ai and are acknowledged within 24 hours.

Security and certification status

Teleon’s technical and organisational measures are described in the Data Processing Addendum and the Security Whitepaper, available on request. What follows is the certification position, stated without rounding up.

Shared responsibility

Teleon secures the platform: infrastructure, isolation, encryption, key management, the integrity of the ledger. You secure what only you can: your policies, your credentials, your users’ access, your Agents’ design, and the lawfulness of the data you send.

Incidents

Teleon notifies affected customers of a personal-data breach within 72 hours of becoming aware, and of a material security incident without undue delay, with what is known, what is affected and what is being done. The published Incident Disclosure Policy governs the detail.

Suspension and termination

By you

Cancel at any time in the console. Cancellation takes effect at the end of the paid term; you keep access until then. You may terminate immediately for our material breach if we have not cured it within 30 days of your written notice, and receive a pro-rata refund of prepaid fees.

By us

We may terminate for your material breach uncured after 30 days’ notice, for non-payment under section 5, for insolvency, or on 90 days’ notice if we discontinue the Service, in which case we refund prepaid fees for the unused period.

Suspension

We may suspend all or part of the Service, with notice where practicable and immediately where it is not, if your use threatens the security or integrity of the platform or another customer, if it is unlawful, if it exposes us to liability, or if an account is materially past due. We restore access as soon as the cause is resolved.

What happens to your data

1. For 30 days after termination you keep export access through the bundle generator and the API.
2. After that window, Customer Data is deleted within 90 days.
3. Records under a legal-retention obligation are kept encrypted, are not accessible to operational staff, and are deleted when the obligation lapses.
4. Trust Badges issued for your Agents stop verifying on termination. This is deliberate: a badge that outlived its subscription would be a false statement about a live agent.

Survival

Sections 7 (ownership), 12 (warranties), 13 (liability), 14 (indemnification), 15 (confidentiality) and 17 (governing law), and any accrued payment obligation, survive termination.

Warranties and disclaimers

Teleon warrants that the Service will be provided in a professional and workmanlike manner consistent with industry standards, that it will materially conform to the Documentation, and that Teleon has the authority to enter into this agreement.

EXCEPT AS EXPRESSLY STATED ABOVE, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TELEON DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TELEON DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE, OR THAT EVERY DEFECT WILL BE CORRECTED.

AI governance disclaimer

TELEON PROVIDES GOVERNANCE TOOLING. IT DOES NOT WARRANT THAT YOUR AGENTS WILL BEHAVE CORRECTLY, LAWFULLY OR WITHOUT BIAS, THAT EVERY PROMPT INJECTION OR POLICY VIOLATION WILL BE DETECTED, OR THAT EVIDENCE PRODUCED BY THE SERVICE WILL SATISFY ANY PARTICULAR AUDITOR OR REGULATOR. DETECTION IS PROBABILISTIC. YOU REMAIN RESPONSIBLE FOR THE DESIGN AND BEHAVIOUR OF YOUR AGENTS, THE ADEQUACY OF YOUR POLICIES, AND YOUR OWN REGULATORY COMPLIANCE.

Nothing in these Terms excludes a warranty or liability that applicable law does not permit to be excluded. Where you deal with us as a consumer under a law that grants non-excludable rights, those rights are unaffected.

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TELEON’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TELEON IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TELEON WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, NOR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, NOR FOR THE COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

What the cap does not cover

The limits above do not apply to Teleon’s breach of confidentiality with respect to Customer Data, to Teleon’s indemnification obligations, to Teleon’s gross negligence, wilful misconduct or fraud, or to liability that cannot lawfully be limited, including, where applicable, death or personal injury caused by negligence.

These allocations of risk are a fundamental basis of the bargain and apply even if a limited remedy fails of its essential purpose.

Indemnification

By Teleon

Teleon will defend you against a third-party claim that the Service, used as permitted, infringes that party’s patent, copyright or trademark in a country where we offer it, and will pay damages finally awarded or agreed in settlement. If the Service is held to infringe, Teleon may procure the right to continue, modify it to be non-infringing, or terminate the affected subscription and refund prepaid fees. This does not cover claims arising from your Customer Data, your Agents, your modifications, or use combined with anything we did not supply.

By you

You will defend Teleon against a third-party claim arising from your Customer Data, your Agents’ behaviour, your use of the Service in breach of these Terms or the Acceptable Use Policy, or your infringement of a third party’s rights, and will pay damages finally awarded or agreed in settlement.

Procedure

The indemnified party must notify the other promptly in writing, give it sole control of the defence and settlement, and cooperate at the indemnifying party’s expense. No settlement that admits liability or imposes an obligation on the indemnified party may be made without its consent, not to be unreasonably withheld.

Confidentiality

Each party may receive information the other marks as confidential or that a reasonable person would understand to be confidential. Customer Data is your Confidential Information. The Service’s non-public features, security architecture and pricing are ours.

Each party will protect the other’s Confidential Information with at least reasonable care, use it only to perform this agreement, and disclose it only to personnel and advisers bound by equivalent obligations. The duty lasts for the term and three years after, and indefinitely for trade secrets and Customer Data.

Information that is or becomes public without breach, was already known, is independently developed, or is lawfully received from a third party is not confidential. Disclosure compelled by law is permitted where the compelled party gives prompt notice, if it lawfully may, so the other can seek protection.

Export control, sanctions and anti-corruption

The Service is provided from the United States and is subject to US export control and economic sanctions law, including the Export Administration Regulations and the regulations administered by the Office of Foreign Assets Control.

• You represent that you are not located in, organised under the laws of, or ordinarily resident in a country or territory subject to comprehensive US sanctions, and that you are not on any restricted-party list.
• You will not make the Service available to any such person, nor use it for any purpose prohibited by export control law, including weapons development, or any use requiring a licence you do not hold.
• Teleon operates a subsidiary in Tunisia. Teleon maintains screening and access controls to ensure this does not place the Service or its personnel in breach of applicable sanctions or export law.
• Neither party will offer or accept anything of value to improperly influence an official or obtain a business advantage, in breach of the US Foreign Corrupt Practices Act or equivalent law.

Governing law and disputes

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

How a dispute is resolved

1. Either party raises the dispute in writing to legal@teleon.ai or to your account contact. The parties then have 30 days to resolve it in good faith between people with authority to settle.
2. If that fails, either party may bring proceedings in the state or federal courts located in Delaware, and both parties submit to the exclusive jurisdiction of those courts and waive any objection to venue.
3. Either party may seek injunctive relief in any court of competent jurisdiction, at any time, to protect its intellectual property or Confidential Information, without waiting for the process above.

Each party waives any right to a jury trial and to bring or participate in a class or representative action, to the extent permitted by law.

General

Changes to these Terms

Material changes are notified to account administrators at least 30 days before they take effect, and the version and effective date at the top of this page change with them. Continued use after the effective date is acceptance; if you do not accept, terminate before then and receive a pro-rata refund of prepaid fees. Superseded versions are retained and available on request.

Notices

To Teleon: legal@teleon.ai, with a copy to the registered office. To you: the administrative and billing addresses on the account. Email notice is effective when sent, absent a bounce.

Assignment

Neither party may assign this agreement without the other’s written consent, except that either may assign it in full to a successor in a merger, acquisition or sale of substantially all assets, on notice.

Subcontracting

Teleon may perform through affiliates and subcontractors, including Teleon SARL, and remains responsible for their performance. Processing of personal data by a sub-processor is governed by the Data Processing Addendum.

Force majeure

Neither party is liable for a delay or failure caused by something beyond its reasonable control. Payment obligations are not excused.

Severability

If a provision is held unenforceable, it is modified to the minimum extent needed to make it enforceable, or severed, and the rest stands.

Waiver

A failure to enforce a provision is not a waiver of it.

Independent contractors

The parties are independent contractors. Nothing here creates a partnership, agency, joint venture or employment relationship.

No third-party beneficiaries

Except for the indemnified parties named in section 14, nobody outside this agreement acquires a right under it.

Publicity

Neither party may use the other’s name or marks in publicity without written consent, except that Teleon may identify you as a customer in a list of customers if you have agreed to that in an Order Form or in writing.

Electronic acceptance

You consent to contract electronically. Clicking to accept, or using the Service, has the same effect as a signature.

Entire agreement

These Terms and the documents they incorporate are the whole agreement on this subject and supersede any prior discussion. Any purchase-order terms you send are of no effect.

Contact

Legal and contracts

legal@teleon.ai

Sales and Order Forms

sales@teleon.ai

Support

support@teleon.ai

Security

security@teleon.ai

Data protection

dpo@teleon.ai

Registered office

Teleon, Inc., «TODO: Delaware registered office address». Delaware File Number: «TODO: Delaware file number».