Terms of Service

These Terms of Service (the "Terms") are an agreement between GraphnAI, Inc., a Delaware corporation ("GraphnAI", "we", "us" or "our"), and you. They govern your use of graphnai.com and our other websites (the "Website"), the GraphnAI software we make available for download (the "Software"), and the services we provide with it, such as Preview signup, subscriptions and billing, license and download delivery, update notices and support (together with the Software and the Website, the "Services").

You accept these Terms when you check the box to request a Preview, when you buy a subscription, when you download, install or use the Software, or when you use the Website. If you accept on behalf of a company or other organization, "you" means that organization, and you confirm that you have authority to bind it. If you don't agree to these Terms, don't use the Services.

The short version

• The Public Preview is a free, time-limited evaluation of pre-release software, provided as is.
• Paid plans are subscriptions priced per enabled user, paid in advance, that renew each year until you cancel.
• You run the Software on your own infrastructure. The data it collects from your environment stays there; we don't receive it.
• The Software sends us usage reports with counts and version details, never names or directory contents, plus a daily check for updates.
• You decide what changes the Software makes to your directories, and you're responsible for the changes you approve or automate.
• Use the Software only on environments you own or are authorized to manage.
• You can publish reviews, benchmarks and comparisons of the Software.
• Our liability is limited, and Illinois law applies.

This summary is for convenience only. The sections below are the agreement.

1. Who may use the Services

The Services are for business use. You must be at least 18 years old and able to form a binding contract. You may not use the Services if you are located in, or are a national of, a country subject to comprehensive U.S. sanctions, or if you are on a U.S. government list of restricted parties. You are responsible for the people you give access to the Software and for their compliance with these Terms.

2. The Public Preview and paid subscriptions

2.1 The Preview: an evaluation of pre-release software

The Public Preview (the "Preview") lets you evaluate the Software in your own environment. The Software is pre-release: it may contain errors, its features may change or be removed, and it may never be released as a generally available product. We don't promise that the Preview, any feature or any level of support will be available.

2.2 How long the Preview lasts

Your Preview runs for 30 days from the Software's first successful sync, or for the period stated in your license key if that is different, and ends no later than the expiry date in your license key. When it ends, the Software becomes read-only: you can still sign in, view the data it has collected and undo changes made earlier, but collection, syncing, simulations and new changes pause. We may extend your Preview. We may also shorten or end the Preview for everyone or for you, with notice where practical.

2.3 The Preview is free

The Preview is free of charge.

2.4 Paid subscriptions

A paid subscription gives you a license to the plan you choose, such as Exposure or Complete, for a number of users and a term, usually one year. You can buy one through our online checkout or through an order form or quote we agree with you (an "Order"). Your Order sets the plan, the number of users, the term and the fees. If an Order signed by both of us conflicts with these Terms, the Order controls for that subscription.

A "user" is an enabled user account in a directory or identity provider connected to the Software. A person's accounts that the Software matches across directories, such as an Active Directory account synced to Microsoft Entra ID, count once. Service accounts that are user accounts count. Computers, groups, organizational units, applications, service principals, managed identities, guest accounts and disabled accounts don't count.

2.5 Fees, payment and taxes

Fees are in U.S. dollars and are paid in advance for each term. Online purchases are charged to the card or bank account you give our payment processor, Stripe, when you buy and at each renewal. Invoices under an Order are due within 30 days of the invoice date unless the Order says otherwise. Fees are non-refundable, except as sections 2.9 and 18 and the law provide.

Fees don't include taxes. You're responsible for sales, use, value-added and similar taxes on your purchase, other than taxes on our income. If you're exempt, send us your exemption certificate before you buy.

2.6 Renewal and cancellation

A subscription renews automatically for another term of the same length unless you cancel before the renewal date. You can cancel at any time in the billing portal linked from your receipt, or by contacting us. Your subscription then ends at the end of the current term, and your license runs until its expiry. We'll email you before each annual renewal.

We may change our prices for future terms by telling you at least 30 days before your renewal. At renewal, your price per user won't rise by more than 5% over your current term's, unless you change plans or a time-limited discount in your Order ends.

2.7 Your user count

Your license states the number of users you bought. If your environment grows past it, the Software keeps working, and your next renewal is for at least the number of users you have at that time, as the Software's License page shows it. We don't charge for growth before your renewal. You can add users during a term through the billing portal or an Order, charged pro rata for the rest of the term, and you can lower the number at renewal.

2.8 Updates and support

During a paid subscription, you get the new versions of the Software we release for your plan, and standard support: help by email or our contact form on U.S. business days, with a target of a first response within one business day. Response targets aren't guarantees. Premium support is available under an Order.

2.9 Limited warranty for paid subscriptions

During a paid subscription, the Software will perform materially as the Documentation describes. If it doesn't, tell us during the term. We'll work to fix it, and if we can't within 30 days, you may end the affected subscription and we'll refund the fees you prepaid for the rest of its term. That is your only remedy, and our only obligation, for a breach of this warranty. It doesn't cover problems caused by changes you make to the Software, by your infrastructure or third-party services, or by use these Terms don't allow.

3. Your license to the Software

3.1 What you may do

Subject to these Terms, during your Preview or paid subscription, GraphnAI grants you a limited, non-exclusive, non-transferable and non-sublicensable license to install and use the Software, in object code form, on infrastructure you own or control, solely to evaluate (during a Preview) or to assess, monitor and improve (during a paid subscription) the identity security of environments you own or are authorized to manage, for your internal business purposes, within the limits stated in your license key, such as the number of users, and the documentation we publish (the "Documentation").

3.2 License keys and download links

Your license key, download link and bundle password are issued to you. Keep them confidential, and don't share them outside your organization.

3.3 What you may not do

You won't, and won't allow anyone else to:

• copy, modify or create derivative works of the Software, except as needed to install, run and back it up as the Documentation describes;
• reverse engineer, decompile or disassemble the Software, or attempt to discover its source code, except to the extent applicable law expressly permits this despite this restriction;
• remove, disable or circumvent its license checks, usage reporting, time limits or other technical limits;
• sell, rent, lease, lend, sublicense or distribute the Software, or provide it to third parties, including as a hosted or managed service;
• use the Software or our non-public information to build a competing product;
• remove or alter any proprietary notices in the Software;
• use the Services in violation of any law or anyone else's rights; or
• use the Software against any directory, identity provider, system or network that you don't own or aren't authorized to assess and change.

You may publish your own reviews, benchmarks and comparisons of the Software. To report a security vulnerability, follow section 12.

3.4 Ownership

The Software is licensed, not sold. GraphnAI and its licensors own the Software, the Documentation, the Website and all related intellectual property, and keep all rights not expressly granted to you in these Terms.

4. Your environment and your responsibilities

4.1 You run the Software

The Software runs on infrastructure you control. You are responsible for that infrastructure and its security, availability and backups; for keeping the Software up to date; for who in your organization can access it; and for the accounts, credentials, permissions and app registrations you give it.

4.2 Changes to your directories

Some features, including Select Fire™, can change your directories and identity providers: for example, removing a group membership or permission, or disabling an account. Those changes happen only through the modes your organization chooses. In Safe Mode, the Software produces a script for you to review and run. In Semi-Auto, a person in your organization authorizes each action. In Full-Auto, actions run within the limits your administrators configure and arm. You are responsible for every change that you or your users approve, run or automate, and for deciding whether a change is appropriate for your environment.

Simulations, safety scores, recommendations and undo are aids to your judgment, not guarantees. A simulation may not predict every effect of a change, and undo restores the state the Software recorded, which may not reverse every downstream effect. We recommend that you evaluate the Software in a non-production environment where you can, and that you keep current backups of your directories.

4.3 Your authority over the data and the environment

You confirm that you have all the rights, authorizations and consents needed to connect the Software to your environments, to collect the data it collects (such as directory data and sign-in and security events), and to make changes through it, including any notices to, or consents from, your personnel that the law or your own policies require.

5. Your data

The Software stores the information it collects from your environment ("Customer Data") in a database on infrastructure you control. GraphnAI doesn't receive, host or have access to Customer Data, except as described in sections 6 to 8 or when you choose to send it to us, for example in a support request. You keep all rights in Customer Data.

Because we don't receive Customer Data, we don't process it on your behalf, and these Terms don't include a data processing agreement. If you send us personal information, for example during support, we handle it under our Privacy Policy.

When your Preview or subscription ends, your Customer Data stays in your database until you delete it. Uninstalling the Software and deleting its data is your responsibility.

6. What the Software sends to GraphnAI

6.1 Usage reports

A few minutes after it starts, about once a day after that, and once after its first successful sync, the Software sends GraphnAI a usage report. Each report contains identifiers for your installation, tenant and license; your license state and expiry; the Software's version and platform; and counts, such as how many identities, relationships, domains and users by role you have, the results of syncs, how often features are used, and detections by rule. Usage reports never include account names, domain names, hostnames, IP addresses, directory contents or other free text. The usage reporting guide lists every field.

Usage reports are a condition of the Preview, and you agree not to block or alter them. On a paid subscription they're optional and off until your administrators turn them on, unless your license key says they're required. We use them to administer licenses, to understand how the Preview is used, and to improve the Services.

6.2 Update checks

About once a day, the Software asks GraphnAI whether a newer version is available, sending only its version number. It doesn't download or install anything on its own. You can turn update checks off.

6.3 Microsoft Entra ID setup

If you choose automatic setup for Microsoft Entra ID, the Software sends our sign-in relay your license key, a one-time value and the address of your GraphnAI server, so that Microsoft can return you to it. The manual setup sends us nothing.

6.4 Network details

Like any connection over the internet, these requests show us the public IP address they come from, which we record in our logs for security.

7. Support

We may provide support for the Preview at our discretion, with no guaranteed response times. Paid subscriptions include the support in section 2.8. If you ask us for help, we may issue a time-limited support key. Only your administrators can apply or end it. It enables read-only diagnostic queries that run in your administrator's own session, keeps credential and user data blocked, and records every query in your audit log. GraphnAI has no remote access to your installation. You decide what diagnostic information, if any, to send us.

8. AI features

Graphne, the Software's AI assistant, is off until your administrators connect an AI provider. If you connect a third-party provider, such as OpenAI, Google or Anthropic, the Software sends that provider your questions and the data from your environment needed to answer them, using your own account. Your agreement with that provider governs how it handles that data. GraphnAI isn't a party to that agreement and isn't responsible for the provider's services. Output from AI features can be wrong or incomplete: review it before you act on it. Graphne doesn't change your directories on its own: changes go through Select Fire and the approvals described in section 4.2.

9. Third-party components and services

The Software includes, or runs alongside, third-party and open-source components, such as the ArangoDB database. Each is provided under its own license, which governs your use of that component, and you agree to comply with those licenses. Nothing in these Terms limits any rights you have under an open-source license. Third-party services you connect to the Software, such as your identity providers, AI providers and email or webhook services, are governed by their own terms.

10. Feedback

If you send us suggestions, ideas or other feedback about the Services, you grant GraphnAI a perpetual, irrevocable, worldwide, royalty-free license to use it for any purpose, without obligation to you.

11. Confidentiality

If we share information with you that isn't public, such as unreleased features, plans or the contents of support conversations, you agree to use it only to evaluate the Services and not to disclose it, using at least reasonable care. This doesn't apply to information that is or becomes public through no fault of yours, that you already knew, that you receive lawfully from someone else, or that you develop independently. You may disclose it when the law requires, after giving us notice where the law allows.

12. Security reports and acceptable use

If you find a security vulnerability in the Services, please report it to us through our contact form and give us a reasonable opportunity to fix it before disclosing it. You may test the Software running on your own infrastructure. Don't probe, scan, overload or attack our websites, signup service or other systems, and don't misuse our forms or try to access accounts or data that aren't yours.

13. The Website

Information on the Website is provided for general information. The Website may link to third-party sites, which we don't control and aren't responsible for. Don't scrape the Website at scale, interfere with its operation, or use it in a way that violates these Terms.

14. Trademarks

GraphnAI™, Graphne™, Tiered Fidelity™, Select Fire™, Differential State Engine™, Operational Safety Metric™, Identity Folding™, Identity Loom™ and Access Gravity™ are trademarks of GraphnAI, Inc. These Terms don't grant you any right to use them.

15. Disclaimers

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 2.9, THE SERVICES, INCLUDING THE SOFTWARE AND THE PREVIEW, ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GRAPHNAI DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY. WITHOUT LIMITING THE FOREGOING, GRAPHNAI DOESN'T WARRANT THAT THE SOFTWARE WILL IDENTIFY EVERY RISK, VULNERABILITY OR ATTACK; THAT ITS FINDINGS, SCORES, SIMULATIONS, RECOMMENDATIONS OR AI OUTPUT WILL BE ACCURATE OR COMPLETE; THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE; OR THAT CHANGES MADE THROUGH THE SOFTWARE WON'T AFFECT YOUR SYSTEMS, USERS OR OPERATIONS. THE SOFTWARE IS NOT A SUBSTITUTE FOR YOUR OWN SECURITY PRACTICES AND PROFESSIONAL JUDGMENT.

16. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GRAPHNAI AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, OR ANY SERVICE INTERRUPTION, COVER OR SUBSTITUTE COSTS, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GRAPHNAI'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (US$100) AND THE FEES YOU PAID GRAPHNAI UNDER THESE TERMS IN THE 12 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE LIABILITY. THESE LIMITS DON'T APPLY TO YOUR OBLIGATION TO PAY FEES. THE PREVIEW IS FREE OF CHARGE, OUR FEES REFLECT THESE LIMITS, AND THESE LIMITS ARE AN ESSENTIAL BASIS OF THESE TERMS. SOME JURISDICTIONS DON'T ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS, SO SOME OF THEM MAY NOT APPLY TO YOU.

17. Indemnification

You will defend, indemnify and hold harmless GraphnAI and its affiliates, officers, employees and agents from and against any third-party claims, and related losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees), arising out of or related to: your use of the Services; Customer Data; changes made through the Software in your environments; your use of the Software on any environment you don't own or aren't authorized to manage; or your violation of these Terms or any law.

18. Suspension and termination

You may stop using the Services at any time by uninstalling the Software; that doesn't cancel a paid subscription (see section 2.6). We may suspend or end your access to the Services, including by declining to issue or renew license keys, if you breach these Terms, if you don't pay fees when due, if the law requires it, if your use poses a security risk, or if we end the Preview.

Either of us may end a paid subscription if the other materially breaches these Terms and doesn't fix the breach within 30 days of written notice. If you end a subscription for our breach, or we end one for any reason other than your breach or non-payment, we'll refund the fees you prepaid for the rest of its term.

When your license ends, your right to use the Software ends, except that you may keep using it in its read-only state solely to view and export your Customer Data until you uninstall it. Sections 2.5, 3.3, 3.4, 4, 5, 9 to 11 and 14 to 22, and any other terms that by their nature should survive, survive the end of these Terms.

19. Export controls

The Software is subject to U.S. export control and sanctions laws. You won't export, re-export or transfer it, or provide access to it, in violation of those laws, including to any embargoed country or restricted party, or for any prohibited end use.

20. Governing law and disputes

These Terms and any dispute arising out of or related to them or the Services are governed by the laws of the State of Illinois, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods doesn't apply. The state and federal courts located in the State of Illinois have exclusive jurisdiction over any such dispute, and you and GraphnAI consent to their personal jurisdiction and venue. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

TO THE EXTENT PERMITTED BY LAW, YOU AND GRAPHNAI EACH WAIVE THE RIGHT TO A TRIAL BY JURY, AND AGREE THAT ANY DISPUTE WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION.

21. Changes to these Terms

We may update these Terms from time to time. We'll post the new version here with a new version number and effective date and, for material changes, we'll give notice on the Website or by email to Preview participants and subscribers. A change that materially reduces your rights under a paid subscription takes effect at your next renewal, unless the law requires it sooner. Changes take effect when posted, unless we say otherwise, and don't apply to disputes that arose before them. If you keep using the Services after a change takes effect, you accept the updated Terms. If you don't agree, stop using the Services.

22. General

These Terms, together with our Privacy Policy, your Orders and any terms stated in your license key, are the entire agreement between you and GraphnAI about the Services and replace any prior agreements on that subject. If you and GraphnAI sign a separate written agreement that covers the Services, it controls where it conflicts with these Terms. You may not assign or transfer these Terms without our prior written consent; GraphnAI may assign them in connection with a merger, acquisition, reorganization or sale of assets. If any provision is found unenforceable, it will be enforced to the maximum extent possible and the rest of these Terms will remain in effect. Our failure to enforce a provision isn't a waiver. Neither party is liable for delays or failures caused by events beyond its reasonable control. The parties are independent contractors, and these Terms create no third-party beneficiaries. We may give you notices by email to the address you gave us or on the Website; you may give us notices through our contact form. You agree that accepting these Terms electronically is as binding as a signature.

23. Contact us

If you have questions about these Terms, please contact us and select "Legal Question" as your inquiry type.