1. Acceptance of Terms
These Terms of Service (“Terms”) constitute a binding legal agreement between you (“Customer,” “you,” or “your”) and Transit AI Software Inc., a Delaware corporation (“Transit AI,” “we,” “us,” or “our”), governing your access to and use of the software, services, websites, and applications offered by Transit AI, including the platform available at https://transitai.app (collectively, the “Service”).
BY CREATING AN ACCOUNT, CLICKING “I AGREE,” OR ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE, YOU MAY NOT ACCESS OR USE THE SERVICE.
THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 18. PLEASE REVIEW CAREFULLY, AS THEY AFFECT YOUR LEGAL RIGHTS.
If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity, in which case “Customer,” “you,” and “your” refer to that entity.
2. Definitions
- “Account” means a registered user account on the Service.
- “AI Provider” means a third-party artificial intelligence service provider, including without limitation Anthropic, PBC (“Anthropic”) and OpenAI, Inc. (“OpenAI”).
- “BYOK” means “Bring Your Own Key,” referring to the option for Customer to provide their own API credentials for an AI Provider.
- “Customer Data” means any data, information, or material that Customer or its Authorized Users provide, input, or make available to the Service, including credentials, configurations, and output collected from Customer Systems.
- “Customer Systems” means the network devices, servers, infrastructure, and other systems to which Customer grants the Service access.
- “Authorized User” means an individual whom Customer authorizes to use the Service on Customer’s behalf and who has been issued login credentials.
- “Subscription” means a paid subscription to the Service.
- “Output” means any analysis, summary, recommendation, response, report, or other content generated by the Service.
3. Eligibility
You must be at least eighteen (18) years of age and capable of forming a binding contract under applicable law to use the Service. By using the Service, you represent and warrant that you meet these requirements. The Service is not directed to or intended for use by minors, and we do not knowingly collect information from individuals under 18.
4. Description of Service
The Service is a software-as-a-service platform that uses artificial intelligence to perform read-only investigations on network devices, servers, and related infrastructure that Customer authorizes for access. The Service is designed to gather, analyze, and summarize information from Customer Systems, but is not intended to make configuration changes to those systems.
IMPORTANT — NATURE OF THE SERVICE:
(a) The Service is designed and intended to operate in a read-only capacity with respect to Customer Systems. Customer acknowledges, however, that the technical means by which the Service interacts with Customer Systems may rely on protocols, sessions, and credentials that are not inherently restricted to read-only operations at the network or operating-system level. Customer is solely responsible for configuring credentials, access controls, and permissions on Customer Systems to enforce the read-only scope it desires.
(b) The Service relies on artificial intelligence models that may produce inaccurate, incomplete, outdated, or misleading Output. Output may contain errors, “hallucinations,” or fabrications, and should not be relied upon as the sole basis for any operational, security, financial, or business decision. Customer is solely responsible for independently verifying any Output before acting on it.
(c) The Service is not a substitute for professional judgment, qualified IT or security personnel, or established change-management and incident-response processes.
5. Accounts and Registration
To use the Service, Customer must register for an Account and provide accurate, current, and complete information. Customer is responsible for: (a) maintaining the confidentiality of Account credentials; (b) all activities that occur under the Account; (c) promptly notifying Transit AI of any unauthorized access or use; and (d) ensuring that all Authorized Users comply with these Terms.
Transit AI may suspend or terminate an Account that contains inaccurate information, is used in violation of these Terms, or poses a security risk.
6. Subscriptions, Fees, and Payment
6.1 Subscription Plans. The Service is offered through tiered Subscriptions with monthly or annual billing terms. The features, usage limits, and pricing for each tier are described on https://transitai.app and may be updated from time to time. By subscribing, you authorize Transit AI (and its payment processors) to charge the applicable fees to the payment method on file.
6.2 Automatic Renewal. Subscriptions automatically renew at the end of each billing cycle (monthly or annual, depending on the Subscription term selected at sign-up) at the then-current rate until cancelled. Customer may cancel at any time through Account settings, with cancellation taking effect at the end of the then-current billing cycle.
6.3 BYOK One-Time Payment. Transit AI also offers a one-time payment option that permits Customer to provide its own API key issued by Anthropic or OpenAI (the “BYOK Option”). Under the BYOK Option:
(a) Customer is solely responsible for obtaining, maintaining, paying for, and complying with the terms of service of the applicable AI Provider;
(b) Customer authorizes Transit AI to transmit prompts and Customer Data to the AI Provider using Customer’s API key as needed to operate the Service;
(c) Transit AI is not responsible for fees, rate limits, model availability, errors, outages, or other matters arising from the AI Provider; and
(d) Customer’s API key is stored and transmitted as described in our Privacy Policy.
6.4 Taxes. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, which Customer is responsible for paying.
6.5 No Refunds. Except where required by applicable law, all fees are non-refundable. Cancellation of a Subscription does not entitle Customer to a refund of fees already paid for the current billing period.
6.6 Price Changes. Transit AI may modify Subscription fees upon at least thirty (30) days’ notice. Continued use of the Service after the effective date constitutes acceptance of the new fees.
7. Customer Representations and Responsibilities
7.1 Authority Over Customer Systems. Customer represents and warrants that, with respect to each network device, server, system, or other infrastructure to which Customer grants the Service access:
(a) Customer owns the system or has obtained all rights, licenses, permissions, consents, and authorizations necessary to grant Transit AI and the Service access for the purposes contemplated by these Terms;
(b) Customer’s grant of access does not violate any applicable law, regulation, contract, policy, or third-party right; and
(c) Customer has provided all notices and obtained all consents required to permit the collection, transmission, and processing of any data (including personal data) that may be observed by the Service.
7.2 Credentials and Access Controls. Customer is responsible for (a) issuing, securing, and managing all credentials used by the Service; (b) configuring those credentials to enforce least-privilege and read-only access where desired; (c) revoking credentials when no longer needed; and (d) auditing the Service’s activity on Customer Systems.
7.3 Compliance. Customer is responsible for ensuring that its use of the Service complies with all applicable laws and regulations, including without limitation those relating to data protection, privacy, export control, computer fraud, and unauthorized access.
7.4 Acceptable Use. Customer agrees not to, and not to permit any Authorized User or third party to:
(a) access or attempt to access any system, network, or data without authorization;
(b) use the Service in violation of any law or regulation;
(c) reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent such restriction is prohibited by applicable law;
(d) interfere with, disrupt, or compromise the integrity, security, or performance of the Service;
(e) use the Service to develop a competing product or service;
(f) resell, sublicense, or otherwise make the Service available to any third party, except as expressly permitted;
(g) introduce malware, viruses, or other harmful code into the Service;
(h) bypass or attempt to bypass usage limits, rate limits, or other technical restrictions; or
(i) use the Service in connection with critical infrastructure, life-safety systems, or any other application where failure or inaccuracy could result in death, personal injury, or severe environmental or property damage.
7.5 Verification of Output. Customer acknowledges and agrees that it shall not rely solely on Output to make any operational, security, financial, legal, or other consequential decision, and shall independently verify Output before taking action.
8. Customer Data
8.1 Ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Data.
8.2 License to Transit AI. Customer grants Transit AI a non-exclusive, worldwide, royalty-free license to access, use, process, copy, transmit, display, and store Customer Data solely to the extent necessary to provide, maintain, support, and improve the Service and to comply with legal obligations.
8.3 Privacy. Transit AI’s collection, use, and disclosure of personal information is described in our Privacy Policy, which is incorporated by reference.
8.4 Security. Transit AI will implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data. However, no system is completely secure, and Transit AI cannot guarantee absolute security.
8.5 Service Improvement. Transit AI may collect and use aggregated, anonymized, or de-identified data derived from Customer’s use of the Service for the purposes of operating, analyzing, and improving the Service, provided such data does not identify Customer or any individual.
9. Intellectual Property
9.1 Transit AI Property. Transit AI and its licensors own all right, title, and interest in and to the Service, including all software, technology, content, designs, logos, and documentation, and all related intellectual property rights. Except for the limited license expressly granted in Section 9.2, no rights are granted to Customer.
9.2 License to Customer. Subject to Customer’s compliance with these Terms and payment of applicable fees, Transit AI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the term of the applicable Subscription, solely for Customer’s internal business purposes.
9.3 Feedback. If Customer provides Transit AI with suggestions, comments, or other feedback regarding the Service, Customer grants Transit AI a perpetual, irrevocable, worldwide, royalty-free, transferable license to use such feedback for any purpose without compensation or attribution.
9.4 Output. As between the parties and subject to these Terms, Customer owns the Output generated for it through the Service, except for any portion derived from Transit AI’s pre-existing intellectual property or from an AI Provider’s models. Customer acknowledges that Output may be similar or identical to output generated for other customers and that Transit AI makes no representation of uniqueness or originality.
10. Third-Party Services
The Service incorporates and depends on services provided by third parties, including AI Providers. Customer’s use of such third-party services may be subject to additional terms imposed by the relevant provider (for example, Anthropic’s or OpenAI’s usage policies). Transit AI is not responsible for, and disclaims all liability arising from, the acts, omissions, performance, availability, or terms of any third-party service.
11. Confidentiality
Each party (the “Receiving Party”) may receive non-public information from the other (the “Disclosing Party”) that is identified as confidential or that a reasonable person would understand to be confidential (“Confidential Information”). The Receiving Party will (a) use Confidential Information solely to perform under these Terms; (b) protect such information using the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose such information except to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. These obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law (with notice where permitted).
12. Disclaimers of Warranties
THE SERVICE AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRANSIT AI DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, TRANSIT AI MAKES NO WARRANTY THAT:
(A) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
(B) OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, OR RELIABLE;
(C) THE SERVICE WILL OPERATE STRICTLY READ-ONLY UNDER ALL CONDITIONS, IRRESPECTIVE OF CUSTOMER’S CREDENTIAL CONFIGURATIONS; OR
(D) DEFECTS WILL BE CORRECTED.
CUSTOMER ASSUMES ALL RISK ARISING FROM ITS USE OF THE SERVICE AND ANY RELIANCE ON OUTPUT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
(A) IN NO EVENT WILL TRANSIT AI, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF TRANSIT AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(B) IN NO EVENT WILL TRANSIT AI’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF (I) THE AMOUNT PAID BY CUSTOMER TO TRANSIT AI FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (II) ONE HUNDRED U.S. DOLLARS ($100.00).
(C) THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, TRANSIT AI’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
14. Indemnification
Customer agrees to defend, indemnify, and hold harmless Transit AI, its affiliates, and their respective directors, officers, employees, agents, and licensors (each, an “Indemnified Party”) from and against any and all claims, demands, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
(a) Customer’s or any Authorized User’s access to or use of the Service;
(b) Customer’s or any Authorized User’s breach of these Terms;
(c) Customer’s violation of any law, regulation, or third-party right (including any intellectual property, privacy, or publicity right);
(d) Customer Data or any Customer System accessed by the Service;
(e) Customer’s grant of access to any system that Customer did not have the right to authorize; or
(f) any action taken by Customer or any third party in reliance on Output.
Transit AI may, at its option, assume the exclusive defense and control of any matter subject to indemnification, in which case Customer agrees to cooperate with Transit AI’s defense.
15. Term; Suspension; Termination
15.1 Term. These Terms remain in effect from Customer’s first acceptance until terminated as provided herein.
15.2 Termination by Customer. Customer may terminate by cancelling the Subscription and ceasing all use of the Service.
15.3 Termination by Transit AI. Transit AI may suspend or terminate Customer’s access to the Service, with or without notice, if (a) Customer breaches these Terms; (b) Customer fails to pay any fees when due; (c) Transit AI reasonably believes Customer’s use poses a security, legal, or reputational risk; or (d) Transit AI ceases to offer the Service.
15.4 Effect of Termination. Upon termination, Customer’s right to use the Service ends. Transit AI may delete Customer Data following termination in accordance with its data retention practices. Sections that by their nature should survive termination (including Sections 6.5, 8, 9, 11, 12, 13, 14, 18, 19, and 20) will survive.
16. Modifications
16.1 To the Service. Transit AI may modify, suspend, or discontinue any part of the Service at any time, with or without notice. Transit AI is not liable to Customer or any third party for any modification, suspension, or discontinuation.
16.2 To These Terms. Transit AI may update these Terms from time to time. Material changes will be notified by email or through the Service at least thirty (30) days before they take effect (or such shorter period as may be required by law or for changes addressing security or legal compliance). Continued use of the Service after the effective date constitutes acceptance. If Customer does not agree to the updated Terms, Customer’s sole remedy is to terminate the Subscription.
17. Governing Law; Forum
These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. Subject to Section 18 (Arbitration), the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for any matter not subject to arbitration. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
18. Binding Arbitration; Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES WITH TRANSIT AI THROUGH BINDING ARBITRATION AND LIMITS YOUR ABILITY TO PARTICIPATE IN CLASS ACTIONS.
18.1 Agreement to Arbitrate. Except as provided in Section 18.4, Customer and Transit AI agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a “Dispute”) will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (or Consumer Arbitration Rules where applicable). The arbitration will be conducted by a single arbitrator in Wilmington, Delaware, or by videoconference, at the parties’ election. Judgment on the award may be entered in any court of competent jurisdiction.
18.2 Informal Resolution. Before initiating arbitration, the party with the Dispute must first send a written notice describing it to the other party (to Transit AI at support@transitai.app). The parties will attempt to resolve the Dispute informally within sixty (60) days.
18.3 Class Action Waiver. CUSTOMER AND TRANSIT AI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING. If this class action waiver is found unenforceable, then the entirety of this Section 18 will be null and void.
18.4 Exceptions. This Section 18 does not require arbitration of: (a) claims that may be brought in small claims court, provided they remain in such court; or (b) claims seeking injunctive or other equitable relief for actual or threatened infringement, misappropriation, or violation of intellectual property rights or Section 11 (Confidentiality).
18.5 Opt-Out. Customer may opt out of this arbitration agreement by sending written notice to support@transitai.app within thirty (30) days of first accepting these Terms. The notice must include Customer’s name, Account email, and a clear statement of intent to opt out. Opting out does not affect any other provision of these Terms.
18.6 Federal Arbitration Act. These Terms evidence a transaction in interstate commerce, and the interpretation and enforcement of this Section 18 is governed by the Federal Arbitration Act.
19. Export and Sanctions Compliance
Customer represents that it is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. economic sanctions, and is not identified on any U.S. government list of restricted or prohibited parties. Customer agrees to comply with all applicable U.S. export control and sanctions laws.
20. General Provisions
20.1 Entire Agreement. These Terms, together with the Privacy Policy and any order forms or supplemental terms expressly incorporated, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous communications.
20.2 Order of Precedence. In the event of a conflict, the order of precedence is: (a) a signed master agreement (if any); (b) an order form (if any); (c) these Terms; and (d) the Privacy Policy.
20.3 Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to be enforceable.
20.4 No Waiver. A party’s failure to enforce any provision is not a waiver of its right to do so later.
20.5 Assignment. Customer may not assign or transfer these Terms without Transit AI’s prior written consent. Transit AI may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets. Any unauthorized assignment is void.
20.6 Force Majeure. Neither party is liable for failures or delays caused by events beyond reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, internet or utility outages, third-party service failures, or government action.
20.7 Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, franchise, or employment relationship.
20.8 No Third-Party Beneficiaries. These Terms confer no third-party beneficiary rights.
20.9 Notices. Notices to Transit AI must be sent to support@transitai.app. Notices to Customer may be sent to the email address associated with the Account.
20.10 Headings. Section headings are for convenience only and have no substantive effect.
21. Contact
Questions about these Terms may be directed to:
Transit AI Software Inc.
Email: support@transitai.app
Website: https://transitai.app