1. Acceptance
These Terms of Service (the "Terms") are a contract between you, or the entity you represent ("Customer"), and Praxa AI, Inc. ("Praxa", "we", "us"). By accessing the platform, starting a free trial, deploying an Agent, or signing an order form that references these Terms, you agree to them. If you do not agree, do not use the platform. You represent that you are at least 18 years old and, if you accept on behalf of an entity, that you are authorized to bind that entity.
2. What the service is
Praxa is a platform for generating and running role-shaped AI agents ( "Agents"). An Agent is generated by observing artifacts in systems you connect, distilling a job specification, and producing a locked manifest with a tailored evaluation suite. Each Agent is scoped to one job: a single trigger source, a bounded tool allowlist, and an isolated memory namespace, enforced by the runtime.
Praxa is not a general-purpose "build any agent" tool, a no-code workflow builder, or a reseller of large-language-model tokens. The platform operates the control plane and runtime; the language model is supplied by you under section 6.
3. Independent vendor status
Praxa provides software — Agents, workflows, and the infrastructure that runs them — not personnel. Product language like "AI Employee," "hire," or "onboard" describes what the software does; it is not a legal characterization. Nothing in these Terms, and nothing about how you configure or use an Agent, creates an employment, staffing, agency, partnership, joint-venture, or fiduciary relationship between you and Praxa, or between either of you and an Agent. An Agent is not an employee, worker, or contractor of yours or of Praxa's for any purpose, nor is an agent a legal entity. Accordingly, an Agent does not possess legal rights, nor does it create any employment, agency, fiduciary, or partnership relationship between you and Praxa, or between either of you and the Agent. Any usage of terms like 'AI Employee,' 'hire,' or 'onboard' within the platform is descriptive of the Agent's function and intent, and is not a legal characterization. You remain the sole decision-maker for your business operations; you are responsible for ensuring that your use of the platform—including the workflows you configure and the actions you authorize—complies with all applicable laws and regulations relevant to your specific industry and jurisdiction.
4. Accounts and access
- You are responsible for the activity of every user in your workspace and for keeping credentials secure.
- You must be authorized to connect any third-party system (GitHub, Jira, Slack, and similar) and to let Praxa observe the artifacts within it.
- You must not use the platform on behalf of an individual whose work is being observed without a lawful basis and appropriate notice to that individual.
- Enterprise workspaces may add SAML SSO and SCIM provisioning; access then follows your identity provider's policies.
5. Connected systems and observation
Connectors authenticate through OAuth and a Praxa-provisioned bot user. Praxa does not request a human's password, refresh token, or session cookie. You may revoke a connector at any time; revoking it stops further observation and pauses any Agent that depends on it. You are responsible for ensuring your use of observation complies with your internal policies and applicable law.
6. Bring-your-own-key (BYOK) language models
You supply your own model provider credentials — Anthropic, AWS Bedrock, or Google Vertex. Every model call the runtime makes on your behalf is billed directly to your provider account. Praxa never resells tokens and your Praxa invoice does not include model usage. You are responsible for your provider's terms, quotas, and costs. Praxa stores your key encrypted and uses it only to execute your Agents (see the Privacy Policy and Security page). Optionally, you may enable Praxa-managed compute and inference for an additional fee; where you do, Praxa provisions model access on your behalf and meters that usage, but the terms of the underlying model provider still apply.
7. Free trial
Praxa may offer a time-limited free trial. Unless stated otherwise when you start it, a trial runs for three (3) days from activation, is limited to one per customer, organization, and payment method, and includes a capped allotment of compute. Depending on how the trial is configured, we may require a valid payment method to start it — for verification and to prevent abuse — and where we do, we do not charge that method during the trial; other trials run with no card at all, on that included allotment. A trial creates no obligation to buy — when the trial window ends or the included allotment is used up, your Agents pause and no charge is made unless you affirmatively choose a paid plan. We may modify, suspend, or end a trial, or withdraw trial eligibility, at any time, including where we detect abuse (such as multiple trials, disposable or misrepresented identities, or automated sign-ups). Trials, and any beta or pre-release features, are provided "AS IS" with no warranties (section 14) and may change or be discontinued at any time.
8. Early adopter period
Praxa is offered during an early adopter period while the platform and its Agents, connectors, models, and pricing continue to mature. During this period you get earlier access and, where offered, introductory pricing; in exchange, you accept that the service is still evolving. We may add, change, deprecate, or remove features, models, connectors, action tiers, and limits, and may set or adjust usage, capacity, rate, and concurrency limits, in each case to operate and improve the platform. Introductory and early-adopter pricing is promotional, is offered at our discretion, does not necessarily reflect general-availability pricing, and may be changed or discontinued as described in section 9.
Configuration-dependent fees. The Agent plan in section 9 covers the base subscription. Depending on how you configure and run the platform, additional fees may apply — for example Praxa-managed compute or inference, higher usage tiers or added capacity, additional connectors or integrations, premium or higher-cost models, expanded action tiers, additional workspaces or seats, elevated support, or other optional features. Whether such a fee is fixed, tiered, or usage-based is disclosed where you enable the option, in the dashboard, or in an order form. Enabling a paid option is your choice and constitutes agreement to its fees, which are earned when incurred and, except where required by law, are non-refundable; reaching an included limit or a spend limit you set may instead pause the affected work until the limit resets, as described in section 9.
No service levels during this period. Unless a signed order form or MSA says otherwise, the platform is provided during the early adopter period without any uptime, availability, support-response, or performance commitment, and any roadmap, preview, beta, or "coming soon" capability is provided for planning only, may not be delivered, and creates no obligation. Early adopter and pre-release features are provided "AS IS" and "AS AVAILABLE" under section 14. We may discontinue the early adopter program, any feature, or the platform on reasonable notice; if we discontinue a paid feature you are then using for reasons other than your breach, our sole obligation is to refund the prepaid, unused fees for that feature. We may invite, and you may choose to provide, feedback about the platform, which is governed by section 11.
9. Fees and billing
- Agent plan. $2,500 per month for each active Agent. The subscription fee is flat: it is not metered by how much an Agent works, and the run-level usage data shown in the dashboard is for transparency and does not add to your subscription invoice.
- Managed compute and inference. If you enable Praxa-managed compute and inference (the optional add-on in section 6, instead of bringing your own model key), your plan includes a monthly allotment of compute — shown in the dashboard as "computer time" or credits — that is metered and depletes as your Agents run. The dashboard shows how much of the included allotment remains. If it is used up before it renews, work that depends on managed compute may pause until the allotment resets on your next billing cycle; Agents running on your own model key (section 6) are unaffected. The included amount and the price of the add-on are shown when you enable it or in an order form.
- Spend limit. When you enable a metered feature — managed compute or inference, or another usage-based add-on — you set a spend limit for it, for each billing period, at checkout or in the dashboard. Setting a spend limit authorizes us to charge your payment method for usage as it's incurred, up to that limit, without asking again for each charge — the same way usage-based billing works with most cloud providers. It's a ceiling you choose and control, not a forecast or a target from us. If usage reaches the limit, the metered feature pauses until the limit resets or you raise it; your flat subscription fee isn't affected and keeps billing as scheduled. You can lower a spend limit at any time; a lower limit applies to usage going forward and doesn't reduce fees already incurred.
- Adding or removing Agents. Changes prorate to the day. The dashboard shows the prorated amount and the new recurring total before you confirm.
- Enterprise plan. A floor of $15,000 per month, billed under a custom MSA and order form. Annual prepay terms are set in that agreement.
- Taxes. Fees are exclusive of taxes, which are your responsibility except for taxes on Praxa's net income.
Recurring subscriptions and cancellation. Paid plans are billed monthly in advance and renew automatically each month until you cancel. You may cancel at any time from your dashboard or by contacting us; cancellation takes effect at the end of the current billing period, and you keep access through that period. Except where required by law or set out in a signed order form, fees already paid are non-refundable and partial periods are not prorated on cancellation. If a payment fails, we may suspend your Agents until the balance is resolved.
Price changes. We may change our fees, including introducing new fees, ending introductory or early-adopter pricing, and increasing the price of a plan or add-on. For an existing customer on a recurring plan, an increase to the recurring fee for your then-current configuration takes effect on your next renewal falling on or after at least thirty (30) days' advance notice, given by email to your workspace administrator or through the product, so you have time to plan or to cancel before it applies. Continuing to use the platform, or not cancelling before the effective date, constitutes acceptance of the new fee; if you do not agree, your remedy is to cancel under this section before the change takes effect. Configuration-dependent and usage-based fees (section 8) may change together with the underlying option and are not subject to this notice period, and for Enterprise customers pricing is fixed by the order form or MSA for its stated term.
Billing disputes. If you think a charge is wrong, contact us first — most billing questions turn out to be something we can fix quickly, and we'll correct a charge that was our error. If instead you initiate a chargeback or payment dispute with your card issuer for a charge that was within a spend limit you set and reflects fees you actually incurred, rather than raising it with us first, we may suspend the affected Agents or your account (section 17) and recover the amount, along with any chargeback or processor fee we're assessed, as fees you owe. This doesn't limit any right you have with your card issuer to dispute a charge you didn't authorize — it only asks that you talk to us first about one you did.
10. Acceptable use
You agree not to:
- Reverse engineer, resell, or sublicense the platform except as permitted in a signed agreement.
- Use the platform to violate the rights of others, including privacy, employment, and intellectual-property rights.
- Attempt to defeat the runtime's scope enforcement, tenant isolation, or audit logging.
- Connect systems you are not authorized to access, or observe individuals without a lawful basis.
- Use the platform to build tools for unlawful surveillance, discrimination, or other unlawful activity.
Autonomous actions and your responsibility. You choose, for each type of action, whether an Agent acts automatically, acts only after you approve that specific action, or is reserved to a human. You are responsible for the configuration you choose and for the actions you authorize an Agent to take — including their effect on your systems, data, funds, and communications, and on third parties — and you grant an Agent access to your systems and credentials at your own risk. You agree to maintain meaningful human review appropriate to the risk of each setting you enable, and not to defeat that review (for example, by blanket-approving high-risk actions). Praxa provides the controls — action tiers, the approval gate, and audit logs; you own the configuration and the consequences of what you authorize. This allocation does not shift to you, or relieve Praxa of, liability for Praxa's own gross negligence, willful misconduct, fraud, or defective operation of the platform.
11. Intellectual property
Praxa retains all rights in the platform, the agent-builder pipeline, the runtime, the orchestration and workflow logic, and the starter Agent templates (which derive from open-source projects under their respective licenses). Your subscription gives you a limited, non-exclusive license to use the platform and the Agents you deploy on it for the term of your subscription — not any ownership stake in the platform, its architecture, or the agentic workflows it runs, including workflows shaped by your own configuration. You retain all rights in your data and in the artifacts Praxa observes. Agent manifests and evaluation suites generated for your workspace are licensed to you for use on the platform for the term of your subscription.
We build for other customers too. Enabling a workflow, connector, or Agent configuration in your workspace doesn't make it exclusive to you — we offer the same or similar Agents, workflows, and infrastructure to other customers, including ones in your industry.
Feedback. If you send us suggestions or feedback about the platform, you grant Praxa a perpetual, irrevocable, royalty-free license to use it for any purpose, with no obligation to you.
12. Customer data
Your data is handled under the Privacy Policy and, where applicable, the Data Processing Addendum. You own your data. We process it to provide the service and delete it on the timelines described in those documents.
Model training. Praxa does not use your data, the artifacts it observes, or Agent inputs and outputs to train foundation models of its own. Because the language model is supplied by you (section 6), model calls are governed by your provider's terms; Praxa does not retain or reuse your content to train any model.
13. Confidentiality
Each party may receive non-public information of the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to personnel, affiliates, and advisors who are bound by confidentiality obligations at least as protective. This does not apply to information that is or becomes public through no fault of the receiver, was already known to it without a duty of confidence, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information if legally compelled, giving reasonable prior notice where lawful and cooperating to seek protective treatment. These obligations survive termination.
14. Disclaimers
An Agent produces probabilistic output that may be incorrect, incomplete, or unexpected, and may be susceptible to prompt injection or manipulation by untrusted content. It is a tool that augments your team, not a guarantee of a particular outcome. Agent outputs are not professional advice — nothing an Agent produces is legal, financial, tax, medical, or other professional advice, and you must not rely on it as such. To the maximum extent permitted by law, the platform, all outputs, and all actions are provided "AS IS" and "AS AVAILABLE", and Praxa disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Praxa does not warrant that the platform or any output or action will be uninterrupted, error-free, secure, or accurate, and does not guarantee any particular business outcome or deliverability, accuracy, or performance metric from use of the platform. You are responsible for reviewing and verifying outputs and consequential actions before relying on them, and for configuring action tiers, approval policies, and safeguards appropriately for your risk tolerance.
15. Limitation of liability
To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, or exemplary damages, or for any loss of profits, revenue, goodwill, business, or anticipated savings, or for the loss, corruption, or inaccuracy of data (including its value or the cost of recovering or reconstructing it), even if advised of the possibility of such damages. This exclusion applies and survives even if any limited remedy fails of its essential purpose.
Except for liability that cannot be limited under applicable law, each party's total aggregate liability arising out of or relating to these Terms is limited to the greater of the fees you paid to Praxa in the twelve months before the event giving rise to the claim, or one hundred U.S. dollars ($100). Nothing in these Terms limits liability for fraud, willful misconduct, gross negligence, a party's indemnification obligations, a party's breach of its confidentiality obligations, or your obligation to pay fees due.
16. Indemnification
By you. You will defend, indemnify, and hold harmless Praxa and its affiliates, officers, and employees from and against any third-party claim, and any resulting losses, damages, settlements, and reasonable legal fees, arising from (a) your data or the systems and content you connect or have Praxa observe; (b) actions you authorized an Agent to take and the configurations, approvals, and safeguards you chose; (c) your violation of these Terms, applicable law, or the rights of a third party; or (d) your use of the platform in combination with services, models, or data that Praxa did not provide.
By Praxa. Praxa will defend you against a third-party claim that the platform itself, as provided by Praxa and used in accordance with these Terms, infringes that third party's U.S. intellectual-property rights, and will pay damages finally awarded or agreed in settlement. This does not cover claims arising from your data, your configurations or authorized actions, your model provider, the open-source templates under their own licenses, or any modification or combination not provided by Praxa; for a covered claim, Praxa may at its option modify the platform, obtain a license, or terminate the affected feature and refund prepaid, unused fees for it.
Process. The indemnified party will give prompt written notice, reasonable cooperation, and sole control of the defense and settlement to the indemnifying party — provided no settlement that admits fault or imposes a non-monetary obligation on the indemnified party is made without its consent. This section states each party's entire liability and exclusive remedy for the claims it covers.
17. Term, termination, and suspension
These Terms apply while you use the platform. Either party may terminate a subscription as set out in the order form or, for month-to-month plans, as described in section 9. Either party may terminate for the other's material breach that is not cured within thirty (30) days of written notice. Suspension. We may suspend access immediately — for non-payment, an unresolved chargeback or payment dispute under section 9, a security threat, or a violation of section 10 — to protect the platform or other customers, and will restore access once the cause is resolved. On termination we stop processing your data and delete it per the retention windows in the Privacy Policy. Sections that by their nature should survive termination (accrued fees, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and dispute resolution) survive.
18. Governing law and dispute resolution
Governing law. These Terms are governed by the laws of the State of Delaware, excluding its conflict-of-laws rules and the U.N. Convention on Contracts for the International Sale of Goods.
Informal resolution first. Before starting a formal proceeding, the parties will try in good faith to resolve any dispute by contacting each other and negotiating for at least thirty (30) days.
Binding arbitration. Any dispute not resolved informally will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, seated in Delaware and conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.
Class-action waiver. Disputes will be brought only in an individual capacity, and not as a plaintiff or class member in any class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one party's claims or preside over any class or representative proceeding.
Exceptions. Either party may (a) bring an individual claim in small-claims court, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information. If the class-action waiver is found unenforceable as to a particular claim, that claim (and only that claim) will proceed in the courts located in Delaware, to whose jurisdiction the parties consent, and the rest of this section still applies.
19. Changes to these Terms
We may update these Terms. Material changes will be announced to workspace administrators with reasonable notice, and we may ask you to re-accept them. Continued use after the effective date constitutes acceptance. For Enterprise customers, the signed MSA controls and is amended only in writing.
20. General
- Assignment. You may not assign these Terms without our written consent; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets. They bind permitted successors and assigns.
- Subprocessors and infrastructure. We may use subprocessors and infrastructure providers to operate the platform and remain responsible for their performance under these Terms.
- Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of a model provider, cloud infrastructure, or a connected system.
- Export and sanctions. You represent that you are not located in, and will not use the platform in violation of, applicable export-control or sanctions laws, and that you are not on a government restricted-party list.
- Severability; no waiver. If a provision is unenforceable, it is modified to the minimum extent necessary and the rest remains in effect. Failure to enforce a provision is not a waiver of it.
- No third-party beneficiaries. These Terms create no rights in anyone other than the parties.
- Notices. We give notice by email to your workspace administrator or by posting in the product; you give notice through the contact methods in section 21.
- Entire agreement. These Terms — with the Privacy Policy, the DPA where applicable, and any signed order form or MSA (which control on conflict) — are the entire agreement and supersede prior discussions.
21. Contact
Questions about these Terms? Reach us through our contact form. For commercial discussions, book a demo.