Terms of Service

1. Acceptance of Terms

By creating an account, accessing, or using SpendGate (the "Service"), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms"). If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

If you do not agree to these Terms, you must not access or use the Service. Your continued use of the Service following the posting of any changes to these Terms constitutes acceptance of those changes.

2. Description of Service

SpendGate provides an API proxy, policy engine, alerting layer, and control surface for managing AI agent interactions with upstream APIs. The Service includes:

• Proxying and monitoring HTTP requests from AI agents to third-party upstream APIs
• Configurable policy rules for rate limiting, spend caps, domain restrictions, and transaction controls
• Real-time alerting and webhook notifications for policy events and anomalies
• Support for x402 payment-capable endpoints and payment-aware transaction controls
• Dashboard and API access for configuration, monitoring, and analytics
• Upstream authentication credential management and injection

SpendGate acts solely as an intermediary and control layer. We do not provide the upstream APIs themselves, nor do we guarantee the availability, accuracy, or functionality of any third-party services accessed through the Service.

3. Eligibility

You must be at least 18 years of age (or the age of legal majority in your jurisdiction) to use the Service. By using the Service, you represent and warrant that you meet this requirement and have the legal capacity to enter into these Terms.

If you are using the Service on behalf of an entity, you represent that you are authorized to accept these Terms on behalf of that entity and that the entity agrees to be responsible to us if you or the entity violates these Terms.

4. Account Registration and Security

To use certain features of the Service, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Not share your account credentials with any third party
• Immediately notify us at support@spendgate.ai of any unauthorized use of your account

You are solely responsible for all activity that occurs under your account, whether or not authorized by you. We are not liable for any loss or damage arising from your failure to protect your account credentials.

5. Customer Responsibilities

5.1 Upstream APIs and Credentials

You are solely responsible for:

• Obtaining and maintaining valid credentials (API keys, tokens, certificates) for any upstream APIs accessed through the Service
• Complying with the terms of service, acceptable use policies, and rate limits of all upstream APIs
• Any fees, charges, or costs incurred with upstream API providers
• Ensuring that your use of upstream APIs through SpendGate does not violate any agreements with those providers
• The security and proper handling of any credentials you configure within SpendGate

5.2 Policy Configuration

You are solely responsible for configuring policies, rules, spend limits, rate limits, and other controls within SpendGate. SpendGate provides tools for policy enforcement, but the correctness, appropriateness, and effectiveness of your policy configurations are your responsibility.

We do not guarantee that any policy configuration will prevent all unauthorized transactions, overspending, or misuse. You should implement defense-in-depth strategies and not rely solely on SpendGate for security or cost control.

5.3 Agent Monitoring

You are responsible for monitoring your AI agents' behavior and the transactions they initiate. While SpendGate provides alerting and monitoring tools, you must actively review alerts, transaction logs, and agent activity to identify and respond to issues.

5.4 Target URLs and Endpoints

You are responsible for configuring valid and appropriate target URLs and upstream endpoints. SpendGate will proxy requests to the endpoints you configure; we do not validate the legitimacy, security, or appropriateness of target URLs.

6. Permitted and Prohibited Use

6.1 Permitted Use

You may use the Service to proxy, monitor, and control AI agent interactions with upstream APIs in accordance with these Terms, applicable laws, and the terms of upstream API providers.

6.2 Prohibited Use

You agree not to use the Service to:

• Violate any applicable local, state, national, or international law or regulation
• Infringe upon or violate the intellectual property rights or privacy rights of others
• Transmit malware, viruses, or other malicious code
• Engage in unauthorized access to systems, networks, or data
• Conduct denial-of-service attacks or attempt to overwhelm infrastructure
• Bypass or circumvent security measures of SpendGate or upstream services
• Use the Service to facilitate fraud, money laundering, or other financial crimes
• Proxy requests to endpoints for illegal content or services
• Resell, redistribute, or sublicense the Service without authorization
• Reverse engineer, decompile, or attempt to extract source code from the Service
• Interfere with or disrupt the integrity or performance of the Service
• Attempt to gain unauthorized access to other users' accounts or data

7. x402 and Payment-Enabled Agents

SpendGate supports x402 (HTTP 402 Payment Required) endpoints and payment-capable AI agents. If you configure agents to interact with payment-enabled endpoints:

• You are solely responsible for all payments and financial transactions initiated by your agents
• SpendGate provides policy controls to limit or approve payments, but these controls are not infallible
• You must configure appropriate spend limits, approval workflows, and monitoring for payment-enabled agents
• We are not liable for any unauthorized, unexpected, or excessive payments made by your agents
• You are responsible for reconciling payments and disputing unauthorized charges with payment providers

SpendGate does not hold, process, or transmit funds directly. All payment transactions occur between your agents and the upstream payment-enabled services.

8. Service Availability and Performance

We strive to provide reliable and performant service, but we do not guarantee:

• Uninterrupted or error-free operation of the Service
• Any specific uptime percentage or availability level (unless specified in a separate SLA)
• That all policy decisions will be made correctly or that all blocks will prevent losses
• Real-time processing of all requests without latency
• That the Service will meet your specific requirements

The Service may be temporarily unavailable for scheduled maintenance, upgrades, or due to circumstances beyond our control. We will make reasonable efforts to provide advance notice of planned maintenance.

9. Third-Party Services and Upstream APIs

SpendGate integrates with and proxies requests to third-party services and upstream APIs. We are not responsible for:

• The availability, reliability, or performance of upstream APIs
• The accuracy, legality, or quality of content or services provided by upstream APIs
• Changes to upstream API terms, pricing, or functionality
• Data breaches or security incidents at upstream providers
• Any disputes between you and upstream API providers

Your use of upstream APIs through SpendGate is subject to those providers' terms of service and privacy policies. You should review and comply with all applicable third-party terms.

10. Webhook and Notification Delivery

SpendGate provides webhook and email notification features for alerts and events. We do not guarantee:

• Delivery of all webhooks or notifications in real-time or at all
• That webhook endpoints you configure will receive all events
• Successful delivery when your webhook endpoints are unavailable or misconfigured
• Email delivery to all recipients (emails may be filtered as spam)

We will make reasonable efforts to retry failed webhook deliveries, but you should not rely solely on webhooks for critical alerts. You are responsible for ensuring your webhook endpoints are properly configured, secured, and available.

11. Rate Limiting and Abuse Prevention

We reserve the right to implement rate limiting, throttling, or other controls to protect the Service and other users. If we determine that your usage is excessive, abusive, or negatively impacting the Service, we may:

• Temporarily or permanently limit your access to the Service
• Throttle your request rate
• Require you to upgrade to a higher plan
• Suspend or terminate your account

Abuse reports can be sent to abuse@spendgate.ai.

12. Suspension and Termination

12.1 Suspension

We may suspend your access to the Service immediately and without prior notice if we reasonably believe:

• You have violated these Terms
• Your use poses a security risk to the Service or other users
• Your use may subject us or others to liability
• Your account shows signs of unauthorized access
• You have failed to pay applicable fees

12.2 Termination by Us

We may terminate your account and these Terms at any time for any reason with 30 days notice, or immediately without notice for cause (including violation of these Terms).

12.3 Termination by You

You may terminate your account at any time through the dashboard settings or by contacting support@spendgate.ai.

12.4 Effect of Termination

Upon termination, your right to access the Service ceases immediately. We may delete your account data in accordance with our data retention policies. Sections of these Terms that by their nature should survive termination will survive.

13. Fees and Billing

Certain features of the Service require payment of fees. If you subscribe to a paid plan:

• Fees are billed in advance on a monthly or annual basis, depending on your plan
• All fees are stated in U.S. dollars unless otherwise specified
• You authorize us to charge your designated payment method for all applicable fees
• Fees are non-refundable except as required by applicable law or as otherwise stated
• We may change pricing with at least 30 days advance notice
• Failure to pay may result in suspension or termination of your account

You are responsible for any taxes applicable to your use of the Service. Current pricing and plan details are available on our website.

14. Intellectual Property

The Service, including all software, designs, text, graphics, and other content, is owned by SpendGate or its licensors and is protected by intellectual property laws. These Terms do not grant you any ownership rights in the Service.

You retain ownership of any data, configurations, and content you submit to the Service. You grant us a limited license to use this content solely to provide and improve the Service.

15. Disclaimer of Warranties

The Service is provided "as is" and "as available" without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that:

• The Service will be uninterrupted, secure, or error-free
• Any defects will be corrected
• The Service will meet your requirements or expectations
• Policy decisions will prevent all unauthorized transactions or losses
• Results obtained from the Service will be accurate or reliable

16. Limitation of Liability

To the maximum extent permitted by law, in no event shall SpendGate, its affiliates, officers, directors, employees, or agents be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits, revenue, data, or business opportunities
• Costs incurred from upstream API usage, including unexpected charges
• Payments made by your agents to x402 or payment-enabled endpoints
• Damages resulting from policy misconfigurations
• Damages arising from unauthorized access to your account
• Any damages arising from your use of or inability to use the Service

Our total liability for any claims arising under these Terms shall not exceed the greater of (a) the amount you paid us in the 12 months preceding the claim, or (b) $100 USD.

17. Indemnification

You agree to indemnify, defend, and hold harmless SpendGate and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with:

• Your use of the Service
• Your violation of these Terms
• Your violation of any rights of another party
• Your violation of any applicable law or regulation
• Actions taken by your AI agents through the Service
• Your policy configurations and their effects

18. Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms due to circumstances beyond our reasonable control, including but not limited to natural disasters, acts of war or terrorism, labor disputes, government actions, internet or telecommunications failures, or third-party service outages.

19. Changes to the Service

We reserve the right to modify, suspend, or discontinue the Service (or any part thereof) at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

20. Changes to These Terms

We may revise these Terms from time to time. If we make material changes, we will provide notice through the Service or by email. Your continued use of the Service after the effective date of any changes constitutes your acceptance of the revised Terms.

If you do not agree to the revised Terms, you must stop using the Service before the changes take effect.

21. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of [JURISDICTION PLACEHOLDER], without regard to its conflict of law provisions.

Any dispute arising out of or relating to these Terms or the Service shall be resolved exclusively in the courts located in [VENUE PLACEHOLDER], and you consent to the personal jurisdiction of such courts.

Note: Specific jurisdiction and venue details will be provided when SpendGate's legal entity is formalized.

22. General Provisions

• Entire Agreement: These Terms constitute the entire agreement between you and SpendGate regarding the Service and supersede all prior agreements.
• Severability: If any provision of these Terms is found unenforceable, the remaining provisions will remain in effect.
• Waiver: Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision.
• Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms at any time.
• No Third-Party Beneficiaries: These Terms do not create any third-party beneficiary rights.

23. Contact Information

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

• General support: support@spendgate.ai
• Abuse reports: abuse@spendgate.ai