Aegis Terms of Use

Overview

These terms are designed to attach to an Aegis customer engagement and to supplement the Aegis usage-based master services agreement or applicable Order.

They are intentionally narrower than Hatchery's public website terms and focus on governed AI access, usage-based token/provider costs, audit logging, customer content, provider routing, data boundaries, and Customer responsibilities.

1. Scope and Acceptance

1.1 Aegis-specific terms. These Aegis Terms of Use govern Customer's access to and use of Hatchery's Aegis service, including the Aegis portal, administrative console, APIs, integrations, model-routing functions, policy controls, metering, observability, audit logging, reporting, support workflows, and related features made available by Hatchery.

1.2 Who may use Aegis. Aegis may be used only by Customer's authorized administrators, employees, contractors, applications, systems, and integrations within the scope approved by Hatchery in the applicable Order or other written engagement document.

1.3 Authority. If an individual accesses Aegis on behalf of Customer, that individual represents that they are authorized to bind Customer to these Terms and to use Aegis only for Customer's internal business purposes.

1.4 Engagement documents control. These Terms supplement the applicable Aegis master services agreement, order form, statement of work, data processing addendum, business associate agreement, security terms, support terms, or other written agreement between Hatchery and Customer. If there is a conflict, the signed written agreement controls for the covered engagement.

1.5 No public self-service relationship. These Terms do not create a public self-service offering, software sale, custom-development commitment, professional-advice relationship, or transfer of Hatchery technology. Aegis is provided only through an approved customer engagement.

2. Service Access and Boundaries

2.1 Limited access right. Subject to payment and compliance with the applicable engagement documents, Hatchery grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable service term to access and use Aegis solely for Customer's internal business purposes.

2.2 Service access only. Customer receives access to a managed service. Customer does not receive ownership of Aegis, Hatchery software, source code, object code, APIs, connectors, dashboards, prompts, policy templates, routing logic, evaluation methods, data models, security controls, monitoring tools, documentation, or other Hatchery technology.

2.3 Authorized environments. Customer may use Aegis only in approved environments, workflows, applications, user groups, and use cases. Customer may not expand use to unapproved affiliates, customers, public users, production systems, regulated data sets, or high-impact workflows without Hatchery's written approval.

2.4 Service changes. Hatchery may update, modify, improve, replace, suspend, or retire Aegis features from time to time. Hatchery may make immediate changes when reasonably needed for security, provider requirements, legal compliance, abuse prevention, reliability, or protection of Hatchery, Customer, users, or third parties.

2.5 No sole reliance. Aegis and AI outputs may support work, but Customer must not use Aegis as the sole basis for legal, medical, financial, employment, credit, housing, education, insurance, public-benefit, safety-critical, or other consequential decisions without appropriate human oversight, testing, disclosures, appeal paths, and use-case-specific safeguards.

3. Monthly Usage-Based Fees and Metering

3.1 Provider Costs plus Hatchery fee. Unless the applicable Order states otherwise, Customer will pay all AI, model, token, inference, embedding, retrieval, storage, bandwidth, hosting, provider, and related usage charges incurred through Customer's use of Aegis ("Provider Costs"), plus Hatchery's service fee calculated as the markup percentage or methodology stated in the Order.

3.2 Minimum Monthly Charge. For each month in which Aegis is active or available to Customer, Customer will pay at least the minimum monthly charge stated in the applicable Order ("Minimum Monthly Charge"), even if Customer has no usage or usage below the minimum, unless the Order expressly states otherwise.

3.3 Monthly Aegis Charge. Unless the applicable Order states otherwise, the amount due for each month is the greater of: Provider Costs plus Hatchery's service fee; or the Minimum Monthly Charge. Provider Costs and Hatchery's service fee are typically billed monthly in arrears, and any fixed or minimum charge may be billed as stated in the Order or invoice.

3.4 Usage responsibility. Customer is responsible for all usage generated by Customer, Customer's users, applications, systems, integrations, credentials, API keys, and automations, whether or not Customer anticipated the volume, except to the extent caused by Hatchery's material breach of the applicable written agreement.

3.5 Usage information is not a hard cap. Dashboards, alerts, estimates, budgets, reports, and cost-control features are informational and do not create a spending cap unless the Order expressly states a hard cap and the cap is technically enforceable in the approved workflow.

3.6 Rate changes and taxes. Third-party provider rates, model prices, hosting charges, taxes, and currency effects may change. Hatchery may pass through third-party rate changes when they take effect and may adjust its service fee or Minimum Monthly Charge as permitted by the applicable written agreement.

4. Customer Content and AI Outputs

4.1 Customer Content. "Customer Content" means materials supplied by Customer, prompts, inputs, files, data, instructions, configuration information, user content, and outputs generated from Customer's use of Aegis. Customer Content excludes Aegis, Hatchery Materials, third-party provider materials, and Usage Data. "Usage Data" means usage metrics, telemetry, logs, performance data, billing data, error data, and aggregated or de-identified data that does not identify Customer or disclose Customer Confidential Information.

4.2 Customer ownership. As between Hatchery and Customer, Customer retains ownership of Customer Content, subject to the rights granted to Hatchery and applicable providers to operate, secure, monitor, support, troubleshoot, improve, and bill for Aegis.

4.3 License to operate Aegis. Customer grants Hatchery a non-exclusive, worldwide license to host, copy, transmit, process, display, analyze, and otherwise use Customer Content as needed to provide Aegis; comply with law; enforce engagement terms; prevent abuse; investigate security issues; and support billing, reporting, and service operations.

4.4 No training without approval. Hatchery will not intentionally use Customer Content to train general-purpose AI models or intentionally disclose Customer Content to third parties for their model training, except with Customer's prior written approval. Third-party AI providers and infrastructure providers may process Customer Content under their own commercial terms, privacy terms, data-processing terms, retention settings, and security practices.

4.5 Customer permissions. Customer represents that it has all rights, licenses, consents, permissions, notices, and lawful bases necessary for Customer Content and for Hatchery and applicable providers to process Customer Content as contemplated by the engagement.

4.6 Output review. AI outputs are probabilistic and may contain errors, omissions, bias, insecure code, inaccurate statements, outdated information, or non-unique content. Customer is responsible for reviewing, validating, approving, and using outputs and for all decisions, actions, omissions, communications, and business results based on or assisted by Aegis.

5. Data Boundaries and Regulated Data

5.1 Approved channels only. Customer must not submit confidential, regulated, source-code, credential, payment-card, trade-secret, customer confidential, or sensitive personal data into any public Hatchery form, public chatbot, unapproved integration, unapproved model, or unapproved Aegis workflow. Customer must use only Hatchery-approved secure channels for sensitive engagement data.

5.2 Regulated data requires written approval. Customer may not submit protected health information, payment card data, government classified information, export-controlled technical data, children's data, biometric identifiers, financial account credentials, or other regulated or highly sensitive data to Aegis unless the applicable Order or a separate written agreement expressly authorizes that data type and Hatchery confirms that appropriate contractual and technical controls are in place.

5.3 Customer data classification. Customer is responsible for classifying Customer Content, identifying applicable legal and contractual requirements, obtaining required consents, providing required notices, and confirming whether a data processing addendum, business associate agreement, security addendum, or other special agreement is needed before using Aegis for a data set or use case.

5.4 Secrets and credentials. Customer must not expose passwords, private keys, API keys, tokens, connection strings, signing secrets, recovery codes, or other credentials through prompts, files, logs, tickets, examples, or support requests unless Hatchery has provided an approved secret-handling process.

6. Third-Party AI Providers and Models

6.1 Provider authorization. Customer authorizes Hatchery to submit Customer Content, metadata, usage requests, and operational information to third-party AI, model, embedding, infrastructure, storage, monitoring, and hosting providers as reasonably necessary to provide Aegis.

6.2 Provider terms. Customer's use of Aegis may be subject to provider service terms, usage policies, data-processing terms, geographic processing practices, model restrictions, service limits, rate limits, and safety requirements. Customer must comply with those terms and policies to the extent applicable to Customer's use. For Anthropic models this includes Anthropic's Usage Policy, and for OpenAI models OpenAI's usage policies, each as published and updated by the provider. Hatchery is accountable to those providers for Customer's compliance and may suspend affected usage where Customer's use would place Hatchery in breach of them.

6.3 Model selection. Unless an Order expressly locks a provider or model, Hatchery may route requests among available providers or models based on security, availability, performance, cost, Customer settings, policy requirements, provider limits, or operational requirements. Model selection may affect cost, latency, and output characteristics.

6.4 Provider changes and outages. Hatchery is not responsible for third-party provider outages, latency, capacity constraints, deprecations, behavior changes, pricing changes, policy changes, region changes, discontinued services, rejected requests, or provider-side data practices outside Hatchery's reasonable control.

7. Acceptable Use and AI Compliance

7.1 Lawful use. Customer may use Aegis only for lawful purposes and in accordance with the applicable written agreement, these Terms, Hatchery documentation, Customer's internal policies, and applicable provider terms and usage policies.

7.2 Prohibited uses. Customer must not use, or allow others to use, Aegis to create, support, or facilitate malware, phishing, credential theft, unauthorized surveillance, privacy violations, unlawful discrimination, child exploitation, non-consensual sexual content, deceptive impersonation, unlawful harassment, intentional disinformation, illegal weapons activity, fraud, abuse, or any other use prohibited by law or provider policy.

7.3 No circumvention. Customer must not bypass, disable, interfere with, or test around Aegis controls, usage limits, security controls, provider safety systems, rate limits, monitoring, logging, policy checks, or restrictions. Customer must not attempt to extract model weights, model parameters, system prompts, hidden instructions, provider training data, nonpublic service components, or other protected technology.

7.4 No resale or competing use. Customer must not sell, resell, sublicense, white-label, timeshare, service-bureau, publicly expose, or commercially exploit Aegis or use Aegis to create, train, improve, benchmark for competitive purposes, or offer a competing product, platform, managed service, or AI governance/control-plane service.

7.5 Compliance information. Upon reasonable request, Customer will provide information reasonably necessary for Hatchery to assess legal, security, provider, billing, or acceptable-use compliance. Hatchery may suspend or terminate affected usage if Customer does not provide requested information and Hatchery reasonably believes continued use creates material risk.

7.6 AI-specific obligations. Where Customer uses Aegis to build or operate its own products or services: (a) any product that converses with consumers or the public must disclose that the user is interacting with an AI system; (b) outputs relied on in high-risk domains, including legal, medical, financial, insurance, employment, housing, education admissions, and journalism, must receive review by a qualified person before they are relied on or disseminated; and (c) Customer must not use outputs to develop, train, or improve a machine-learning model that competes with the provider whose model produced them, whether or not Section 7.4 would otherwise apply.

8. Security, Monitoring, and Enforcement

8.1 Security measures. Hatchery will use commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Content in Hatchery's possession or control. Hatchery's obligations do not extend to Customer systems, Customer credentials, Customer networks, or provider systems outside Hatchery's reasonable control.

8.2 Customer security responsibilities. Customer is responsible for its administrators, authorized users, end users, applications, credentials, API keys, integrations, devices, networks, and systems. Customer must promptly disable access that is no longer needed and notify Hatchery of suspected unauthorized access, credential compromise, or misuse.

8.3 Monitoring and logs. Hatchery may monitor, log, review, preserve, and analyze Aegis usage, prompts, outputs, telemetry, security events, support interactions, and billing records as needed to operate, secure, support, troubleshoot, improve, enforce, and bill for Aegis.

8.4 Suspension. Hatchery may suspend, limit, throttle, or disable access immediately if Hatchery reasonably believes action is needed to prevent security harm, unauthorized access, legal violation, data loss, provider-policy violation, abuse, excessive usage, nonpayment, credit risk, or harm to Hatchery, Customer, users, providers, or third parties.

8.5 Security reports. Customer must report suspected vulnerabilities, unauthorized access, credential compromise, or misuse to Hatchery promptly and must not exploit a vulnerability, access data that is not Customer's, disrupt service, or publicly disclose details before Hatchery has had a reasonable opportunity to review.

9. Intellectual Property and Feedback

9.1 Hatchery Materials. Aegis, Hatchery software, source code, object code, APIs, connectors, agents, scripts, libraries, dashboards, administrative interfaces, prompt templates, policy templates, routing logic, evaluation methods, data models, documentation, reports, analytics, workflows, know-how, designs, security controls, monitoring tools, billing tools, deployment methods, and related technology are Hatchery Materials.

9.2 Hatchery ownership. Hatchery retains all right, title, and interest in Hatchery Materials. No engagement, configuration, support request, workflow, report, dashboard, policy pattern, or Customer-specific setting transfers ownership of Aegis or Hatchery Materials to Customer.

9.3 Customer-specific settings. Customer retains ownership of proprietary business rules, policies, and instructions that Customer supplies to Hatchery. Hatchery retains ownership of the platform, configuration structure, implementation method, reusable policy pattern, prompt pattern, workflow, template, connector, dashboard, and tool used to implement those settings.

9.4 Feedback. Customer may provide suggestions, enhancement requests, recommendations, or feedback. Hatchery may use feedback without restriction or obligation, provided Hatchery does not disclose Customer Confidential Information in violation of the applicable written agreement.

10. Disclaimers and Liability

10.1 No professional advice. Unless Hatchery expressly agrees otherwise in writing, Aegis and AI outputs are not legal, accounting, tax, medical, financial, employment, insurance, safety, engineering, regulatory, or other professional advice. Customer is responsible for professional review and final decisions in those areas.

10.2 Service disclaimer. Except for express warranties in a signed written agreement, Aegis is provided "as is" and "as available" to the fullest extent permitted by law. Hatchery disclaims warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted operation, error-free operation, data accuracy, model accuracy, output accuracy, and any warranty arising from course of dealing, course of performance, or usage of trade.

10.3 No consequential damages. To the fullest extent permitted by law, Hatchery will not be liable for indirect, incidental, special, consequential, exemplary, enhanced, or punitive damages, or for lost profits, lost revenue, lost business, loss of goodwill, loss of data, cost of substitute services, model-output losses, business interruption, or reputational harm.

10.4 Liability cap. Unless a signed written agreement states a different cap, Hatchery's aggregate liability arising out of or relating to Aegis will not exceed the fees paid by Customer to Hatchery for Aegis during the six months before the event giving rise to the claim. Provider Costs, taxes, pass-through charges, and amounts owed by Customer are excluded from the cap.

11. Termination, Survival, Law, and Contact

11.1 End of access. When the applicable service term expires or terminates, Customer's right to access and use Aegis ends. Customer must stop using and delete Hatchery Materials in Customer's possession unless Hatchery authorizes continued use in writing.

11.2 Survival. Terms concerning fees owed, usage charges, intellectual property, license restrictions, confidentiality, data-security limits, disclaimers, indemnification, limitation of liability, termination effects, dispute resolution, and general legal provisions survive termination.

11.3 Governing law. Unless a signed written agreement states otherwise, these Terms are governed by the laws of the State of Montana, without regard to conflict-of-law rules, and the state and federal courts located in Gallatin County, Montana will have exclusive jurisdiction and venue.

11.4 Contact. Questions, notices, security reports, privacy requests, and abuse reports should be sent to Hatchery LLC at jean@hatchery.com or through the contact method stated in the applicable written agreement.