Terms of Service

These proposed Terms of Service (the Terms) would govern access to and use of NoirGen Agent QA (the Service) offered by NoirGen LLC (NoirGen, we, us, or our). They are presented now only as a counsel-review draft.

The draft effective date is “To be set after professional legal approval,” and the draft revision date is “To be set after professional legal approval.” No person is asked to accept this draft, and product access before an approved effective version is published does not make this draft operative.

NoirGen Agent QA is a self-service quality-assurance and regression-monitoring service for customer-facing, text-based AI agents exposed through customer-configured HTTP or API endpoints. The Service can execute customer-defined test cases, apply deterministic assertions, use model-assisted evaluation, calculate health signals, compare approved baselines, schedule monitoring, and send alerts when supported and enabled.

Features, limits, supported connectors, and availability may vary by plan or deployment. Previews, samples, and demo results are illustrative and must be identified as such. We do not promise that every planned feature, provider integration, or production control is available before it has been implemented and enabled.

The Service is not an emergency, safety-critical, archival, legal-compliance, or guaranteed uptime service. It does not replace the customer’s own testing, monitoring, security, professional review, or incident-response processes.

Users must provide accurate account information, protect their sign-in methods, and use the Service only for organizations they are authorized to represent. A user who creates or manages an organization represents that they have authority to act for that organization and to permit its members to use the Service.

Organization owners control certain membership, billing, and deletion-request actions. Customers are responsible for assigning appropriate roles, promptly updating access when a person’s responsibilities change, and notifying us through the support path if account access may have been compromised.

Customer Content includes agent configuration, endpoint information, prompts, test cases, knowledge sources, rubrics, reference facts, uploaded text, agent responses, and other data a customer submits to or directs the Service to process. As between the customer and NoirGen, the customer retains its rights in Customer Content.

The proposed operational license is limited to hosting, copying, transmitting, evaluating, securing, backing up, and otherwise processing Customer Content as reasonably necessary to provide, maintain, protect, and support the Service. It does not grant NoirGen ownership of Customer Content.

The customer is responsible for having all rights, permissions, notices, and lawful bases needed for Customer Content, configured credentials, recipients, and agent endpoints. The customer must not direct the Service to process data in violation of law, contract, confidentiality obligations, third-party rights, or the Acceptable Use Policy.

Model-assisted evaluation is probabilistic. It can produce false positives, false negatives, incomplete explanations, inconsistent findings, and incorrect severity or confidence judgments. Deterministic checks address only the assertions and inputs they cover. High-severity verification adds another review layer but is not infallible.

Scores, verdicts, comparisons, alerts, and recommendations depend on the customer’s test design, supplied facts, rubrics, agent behavior, and external provider behavior. A displayed pass, warning, failure, or critical finding is evidence for review—not a guarantee of correctness, completeness, safety, policy compliance, or future performance.

Customers must review important findings and remain responsible for deployments, communications, business decisions, and actions based on Service output. See the full AI evaluation limitations.

Use of the Service must comply with the Acceptable Use Policy. Among other things, customers may test only endpoints, systems, credentials, data, and communications they are authorized to use. Customers may not use the Service to violate law or third-party rights, probe protected networks, distribute harmful content, evade security or plan limits, or interfere with the Service or another person.

We may investigate credible misuse and take proportionate protective action as described in an approved final policy. Contractual enforcement rights do not represent a claim that a particular automated moderation or appeal system has been deployed.

Paid plans are fixed-price, monthly recurring subscriptions billed in U.S. dollars through Stripe-hosted Checkout and Customer Portal. A customer authorizes recurring monthly charges for the selected plan until cancellation becomes effective. Plan limits are enforced by the Service, and existing data may be preserved when a lower plan prevents new work.

• The current plans use fixed monthly limits and do not impose automatic metered overage charges.
• Paid plans are monthly recurring subscriptions until they are cancelled through the Stripe-hosted Customer Portal.
• A subscription scheduled for period-end cancellation remains on its current paid plan through the current billing period while it is otherwise entitled. A failed payment, paused collection, invalid plan mapping, or another non-entitling state can move it to Free earlier; otherwise, the scheduled cancellation becomes non-entitling after verified Stripe state reaches the terminal period-end state.
• A data-deletion request does not cancel a subscription, stop renewal, or create a refund.

Checkout and Portal return pages are informational. A paid entitlement changes only after the Service verifies current Stripe subscription state. Payment failure, delinquency, cancellation, an unmapped plan, or another non-entitled state may cause new work to be governed by the Free-plan limits while existing customer data is preserved under the applicable retention policy.

The Service relies on third-party providers for hosting, edge protection, authentication, billing, email, analytics, error monitoring, and model-assisted processing. The declared provider set and processing purposes appear on the Subprocessors page. A provider may be planned but not active before production deployment.

Customers also direct the Service to contact customer-configured agent endpoints. Those endpoints are selected and controlled by the customer and are not represented as NoirGen subprocessors. Customers are responsible for the endpoint’s availability, behavior, privacy notices, terms, security, and lawful processing.

Third-party services may be governed by their own terms and privacy notices. Their acts, omissions, changes, outages, and data practices may affect the Service.

Our proposed data-handling disclosures are in the Privacy Policy. The Security page describes application safeguards, deployment boundaries, and shared responsibilities. Neither page is a warranty of absolute security, uninterrupted availability, or successful prevention of every incident.

Customers must configure endpoints and credentials appropriately, limit access to authorized users, avoid placing secrets in ordinary content fields, maintain their own backups where needed, and promptly report suspected compromise to [email protected].

A final agreement may permit suspension or restriction when reasonably necessary to protect the Service or others, respond to a security risk, prevent material abuse, comply with law, address nonpayment, or investigate a material breach. Customers should receive notice and an opportunity to cure where appropriate and legally permitted.

Subscription cancellation and data deletion are separate processes. Billing cancellation is managed through the Stripe-hosted Customer Portal and normally becomes effective at the end of the current billing period. An authenticated deletion request records a reversible request for later verification; it does not immediately delete data, revoke access, cancel billing, or create a refund. See Data deletion.

NoirGen and its licensors retain their rights in the Service, software, interfaces, documentation, branding, methodologies, and other NoirGen materials, excluding Customer Content. Subject to an effective agreement and payment of applicable fees, customers would receive a limited, non-exclusive, non-transferable right to use the Service for their internal business purposes during the applicable subscription term.

Any feedback license, restrictions on copying or reverse engineering, open-source notices, trademark permissions, and rules for public benchmarking require approval in the final Terms.

[COUNSEL-REVIEW DRAFT] To the maximum extent permitted by applicable law, the Service would be provided “as is” and “as available,” without warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted availability, or error-free operation. NoirGen would not warrant that the Service will identify every defective, harmful, inaccurate, insecure, or noncompliant agent response.

Some jurisdictions do not allow certain warranty exclusions. Any final clause must preserve non-waivable statutory rights and must not contradict an order form or written warranty approved by NoirGen.

[COUNSEL-REVIEW DRAFT] A final agreement is expected to exclude categories of indirect, incidental, special, exemplary, punitive, and consequential damages to the extent permitted by law and to set an aggregate liability cap, subject to appropriate exclusions and non-waivable rights.

Final general terms should address assignment, subcontracting, force majeure, severability, waiver, remedies, third-party beneficiaries, export controls, order of precedence, entire agreement, electronic communications, and how amendments are accepted. Any consumer-law rights that cannot lawfully be waived must remain unaffected.

An approved policy should state how material changes, pricing changes, and subprocessor changes are communicated and when a revised version becomes effective. The revision date and effective date must be updated before a changed version is presented for acceptance.

Questions about this draft may be sent to [email protected]. Security, privacy, billing, and deletion questions can also start through the Support page.