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Terms of Service

Effective Date: May 25, 2026
Last Updated: May 25, 2026

These Terms of Service ("Terms") govern your access to and use of the Apotrope enterprise Model Context Protocol (MCP) server, website, APIs, SDKs, command-line tools, documentation, and related services (collectively, the "Services") provided by Apotrope ("Apotrope," "we," "us," or "our").

By accessing or using the Services, signing an order form referencing these Terms, or clicking "I accept," you ("Customer" or "you") agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.

If you do not agree to these Terms, do not use the Services.

1. The Services

1.1 Description

Apotrope provides a secure MCP server that enables Customer's authorized users to build, deploy, and govern AI agents that interact with Customer's connected tools and data sources. The Services include policy enforcement, authentication, audit logging, versioning, and related infrastructure.

1.2 Beta Services

Portions of the Services may be designated as "beta," "preview," "early access," or similar ("Beta Services"). Beta Services are provided as-is, may be changed or discontinued at any time, and are not subject to any service level agreement. Apotrope may use feedback from Beta Services to improve the Services.

1.3 Updates

We may modify, update, or discontinue features of the Services from time to time. We will not materially decrease the core functionality of a paid Service during a paid subscription term without notice.

2. Accounts and Access

2.1 Account Registration

To use the Services, you must register an account and provide accurate, current information. You are responsible for maintaining the confidentiality of credentials and for all activity under your account.

2.2 Authorized Users

You may permit your employees, contractors, and agents ("Authorized Users") to use the Services on your behalf, subject to these Terms. You are responsible for your Authorized Users' compliance with these Terms.

2.3 Eligibility

You must be at least 18 years old (or the age of majority in your jurisdiction) and able to form a binding contract to use the Services. The Services are intended for business use.

3. Customer Data and Integrations

3.1 Customer Data

"Customer Data" means data, content, credentials, configurations, and other materials submitted by Customer or its Authorized Users to the Services, or transmitted through the Services from connected third-party tools.

3.2 Ownership

As between the parties, Customer retains all rights, title, and interest in Customer Data. Customer grants Apotrope a limited, non-exclusive, worldwide license to host, process, transmit, and display Customer Data solely to provide and improve the Services and as otherwise permitted in these Terms and our Privacy Policy and Data Processing Agreement ("DPA").

3.3 Third-Party Integrations

The Services allow Customer to connect third-party tools (e.g., Notion, Google Drive, Slack, GitHub, Salesforce). Customer's use of those tools is governed by the applicable third-party terms. Apotrope is not responsible for the availability, accuracy, or behavior of third-party tools, and connecting them is at Customer's discretion and risk.

3.4 Customer Responsibilities

Customer is responsible for:

  • the accuracy, legality, and appropriateness of Customer Data;
  • obtaining all rights and consents necessary for Apotrope to process Customer Data;
  • configuring access controls, permissions, and policies appropriately;
  • the actions of agents Customer builds and deploys through the Services;
  • complying with applicable laws when using the Services.

4. Acceptable Use

You agree not to, and not to permit any Authorized User or agent to:

  • use the Services to violate any law or third-party right;
  • upload or transmit malware, exploits, or other malicious code;
  • attempt to gain unauthorized access to the Services or any non-public area, system, or data;
  • probe, scan, or test the vulnerability of the Services except as expressly permitted in writing;
  • interfere with or disrupt the Services, including by overwhelming infrastructure or circumventing rate limits;
  • reverse engineer, decompile, or attempt to derive source code of the Services, except to the extent applicable law prohibits this restriction;
  • resell, sublicense, or provide the Services to a third party except as expressly permitted;
  • use the Services to build a competing product or benchmark for publication without our prior written consent;
  • remove or obscure any proprietary notices in the Services;
  • use the Services to process special categories of personal data (e.g., health, biometric) unless expressly contemplated by your agreement with us;
  • use the Services in connection with high-risk activities where failure could lead to death, personal injury, or environmental damage.

We may suspend access immediately and without notice to address material violations, security incidents, or legal requirements.

5. Fees and Payment

5.1 Fees

Customer agrees to pay the fees described in the applicable order form, pricing page, or subscription plan. Unless stated otherwise, fees are quoted in U.S. dollars and are non-refundable except as expressly provided.

5.2 Billing

Fees are billed in advance on the cadence specified in the order form. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5.3 Taxes

Fees are exclusive of taxes. Customer is responsible for all applicable taxes other than taxes on Apotrope's net income.

5.4 Free Tiers and Trials

We may offer free tiers, trials, or beta access. These may be modified or terminated at any time and are provided as-is without warranty.

6. Term and Termination

6.1 Term

These Terms remain in effect for the duration of your subscription or use of the Services.

6.2 Termination for Convenience

Customer may terminate by cancelling its subscription through the Services or as specified in its order form. Apotrope may terminate or suspend free, trial, or beta access at any time.

6.3 Termination for Cause

Either party may terminate immediately if the other party (a) materially breaches these Terms and fails to cure within thirty (30) days of written notice, or (b) becomes insolvent or files for bankruptcy.

6.4 Effect of Termination

Upon termination:

  • Customer's right to access the Services ends;
  • Apotrope will make Customer Data available for export for a reasonable wind-down period (typically thirty (30) days), after which it may be deleted in accordance with our Privacy Policy and DPA;
  • Sections that by their nature should survive (including 3.2, 4, 5, 7, 8, 9, 10, 11, 12, and 13) will survive.

7. Intellectual Property

7.1 Apotrope IP

The Services, including all software, documentation, designs, and improvements, are owned by Apotrope and its licensors and are protected by intellectual property laws. We grant Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Services during the subscription term and in accordance with these Terms.

7.2 Feedback

If Customer provides feedback, suggestions, or ideas, Customer grants Apotrope a perpetual, irrevocable, royalty-free license to use them without restriction.

7.3 Usage Data

Apotrope may collect and use aggregated, de-identified data derived from use of the Services to operate, improve, and develop the Services and related offerings.

8. Confidentiality

Each party may disclose non-public information ("Confidential Information") to the other in connection with the Services. The receiving party will (a) use Confidential Information only to exercise rights and perform obligations under these Terms, and (b) protect it with at least the same degree of care it uses for its own confidential information, and no less than reasonable care. Confidential Information does not include information that is publicly available, independently developed, or rightfully received from a third party without confidentiality obligations. Either party may disclose Confidential Information as required by law, with notice to the other party where legally permitted.

9. Privacy and Security

Our processing of personal data is governed by our Privacy Policy and, where applicable, our Data Processing Agreement, which is incorporated into these Terms by reference for customers subject to the GDPR, UK GDPR, CCPA/CPRA, or other applicable data protection laws. We maintain administrative, technical, and physical safeguards designed to protect Customer Data, including those described in our security documentation and SOC 2 Type II report (available under NDA).

10. Warranties and Disclaimers

10.1 Limited Warranty

Apotrope warrants that the Services will perform materially in accordance with its then-current documentation. Customer's exclusive remedy for breach of this warranty is, at Apotrope's option, to correct the non-conformity or terminate the affected subscription and refund any prepaid fees for the unused portion.

10.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, APOTROPE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. APOTROPE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT AI AGENT OUTPUTS WILL BE ACCURATE, COMPLETE, OR APPROPRIATE FOR ANY PARTICULAR PURPOSE.

10.3 AI Outputs

The Services route requests to large language models and third-party tools. Apotrope does not control and is not responsible for the content generated by AI models or returned by third-party tools. Customer is responsible for reviewing AI outputs before relying on or acting upon them.

11. Indemnification

11.1 By Apotrope

Apotrope will defend Customer against any third-party claim that the Services, as provided by Apotrope and used in accordance with these Terms, infringe a third party's intellectual property right, and will pay damages finally awarded or amounts in a settlement approved by Apotrope. If the Services are or, in Apotrope's opinion, may become subject to such a claim, Apotrope may (a) modify the Services to be non-infringing, (b) obtain a license, or (c) terminate the affected Services and refund any prepaid fees for the unused portion. Apotrope has no obligation for claims arising from (i) Customer Data, (ii) modifications not made by Apotrope, (iii) combinations with non-Apotrope products, or (iv) use not in accordance with the documentation.

11.2 By Customer

Customer will defend Apotrope against any third-party claim arising from (a) Customer Data, (b) Customer's agents and their actions, (c) Customer's breach of Section 4 (Acceptable Use), or (d) Customer's violation of applicable law, and will pay damages finally awarded or amounts in a settlement approved by Customer.

11.3 Process

The indemnified party must promptly notify the indemnifying party, give it sole control of the defense and settlement, and provide reasonable cooperation.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.

(b) EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO APOTROPE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

THESE LIMITATIONS DO NOT APPLY TO (i) A PARTY'S INDEMNIFICATION OBLIGATIONS, (ii) BREACH OF CONFIDENTIALITY OBLIGATIONS, (iii) CUSTOMER'S PAYMENT OBLIGATIONS, (iv) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (v) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

13. General

13.1 Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute not subject to arbitration.

13.2 Force Majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, internet outages, or governmental action.

13.3 Assignment

Customer may not assign these Terms without Apotrope's prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. Apotrope may assign these Terms without restriction. Any unpermitted assignment is void.

13.4 Notices

Notices to Apotrope must be sent to legal@apotrope.io with a copy to [INSERT ADDRESS]. Notices to Customer will be sent to the email address on file.

13.5 Entire Agreement

These Terms, together with the Privacy Policy, DPA, applicable order forms, and any documents incorporated by reference, constitute the entire agreement between the parties and supersede prior agreements on the subject matter. In the event of conflict, the order of precedence is: (1) order form, (2) DPA, (3) these Terms, (4) Privacy Policy, (5) documentation.

13.6 Severability; Waiver

If any provision is held unenforceable, the remaining provisions remain in effect. A party's failure to enforce a provision is not a waiver.

13.7 No Third-Party Beneficiaries

There are no third-party beneficiaries to these Terms.

13.8 Relationship

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.

13.9 Export and Sanctions

Customer will comply with all applicable export control and sanctions laws and will not use the Services in violation of such laws.

13.10 U.S. Government End Users

The Services are "commercial computer software" and "commercial computer software documentation." U.S. Government end users acquire only the rights set forth in these Terms.

13.11 Changes to These Terms

We may update these Terms from time to time. Material changes will be communicated through the Services or by email at least thirty (30) days before they take effect, except for changes required by law or to address security issues, which may take effect sooner. Continued use after the effective date constitutes acceptance.