Ekaya Cloud Terms of Service

Version 1.1, effective 2026-10-13.

These Ekaya Cloud Terms of Service (the "Terms") are an agreement between Ekaya Inc, a Delaware corporation ("Ekaya", "we", "us"), whose address is 1112 Montana Ave #414, Santa Monica, CA 90403, and the Customer described in Section 1. They govern Ekaya Cloud, the hosted service that Ekaya operates. These Terms cover Ekaya Cloud only. They do not apply to Ekaya Enterprise or to any Ekaya software that a customer runs in its own environment, which are licensed under separate terms.

Key Terms

1. Accepting these Terms

1.1 Who may accept. An individual may accept these Terms for themself, or on behalf of an organization that they name when they accept. A person who names an organization represents that they have authority to bind it, and the organization is then the Customer. Otherwise the individual is the Customer. The owner of a Project accepts these Terms for the Project and binds the organization it belongs to; today the owner is the Administrator who created the Project.

1.2 Only a person accepts. These Terms are accepted by a human being, in a browser, by creating a Project. The page where a person creates a Project links to these Terms and the Privacy Policy and says that creating the Project accepts them. An AI agent, coding assistant, MCP client or other automated process acting for a person cannot accept these Terms, and its use of the Service does not replace the person's acceptance.

1.3 Age. The Customer, and every person who uses the Service, must be at least 18 years old.

1.4 Purpose. Ekaya Cloud is for application and business data: the records of applications and workflows that people and businesses build, and governed access to data that a business already holds.

2. The Service

2.1 What Ekaya Cloud is. Ekaya Cloud lets the Customer create Projects and, within each Project, connect datasources, keep records in a Managed Project Database, define and approve Requests, publish applications that Ekaya hosts, and give people and processes governed access, as the features of the Customer's plan allow and as the Documentation describes (the "Service").

2.2 Projects and Regions. Each Project is created in one Region, and the Project's data is held as the Data Residency Statement for that Region describes. The only Region is United States (GCP us-central1).

2.3 Plans and levels. The Pricing Page lists the plans (for example Solo and Team) and the database levels (for example Small and Medium) that the Customer may select for a Project, with their prices and limits. A plan and a database level belong to the Project, not to the person.

2.4 Free use is an entitlement, not a trial. Free plans and free database levels are entitlements with the limits published on the Pricing Page. Ekaya does not offer trials. Ekaya may change the limits of free use by publishing the change and giving notice under Section 14.

2.5 No commitments for free use. Ekaya makes no availability, support-response or performance commitment for free plans or free database levels, except the acknowledgment of a security report in Section 2.7.

2.6 [RESERVED — idle free Projects.]

2.7 Support. Ekaya provides support by email at support@ekaya.ai on business days. Ekaya does not provide 24/7 support and makes no response-time commitment, except that security reports go to security@ekaya.ai and Ekaya acknowledges them within 2 business days.

2.8 Availability target for paid plans. For paid plans, Ekaya aims for 99.9% monthly availability of the Gateway and Data API path of the Service. This is a target, not a commitment. Missing it is not a breach of these Terms, and no service credits or refunds apply.

2.9 Changes to the Service. Ekaya may change the Service. If a change materially reduces a paid feature that the Customer is using, Ekaya will give notice under Section 14, and the Customer may end the affected paid plan or level under Section 6 and, whether or not it does, receives a refund of the fees prepaid for the remainder of the current billing period for that plan or level.

3. Accounts, agents and credentials

3.1 User Accounts. Each person who uses the Service has their own User Account. The Customer keeps account information accurate, keeps sign-in credentials secure, and is responsible for activity under its User Accounts. The Customer tells Ekaya promptly at security@ekaya.ai if it suspects unauthorized use.

3.2 Agents act for a person. A coding agent, MCP client or application that a person connects to a Project acts under that person's User Account and within that person's Role. The Customer is responsible for what its agents do. Acts that the Service reserves to a person, such as paying, entering a datasource credential or approving a Request, must be done by that person.

3.3 Data Access Points. The Customer may create Data Access Points, the identities that processes such as agents, jobs and application backends hold, each with its own key. The Customer is responsible for keeping those keys secret, for what is done with them, and for revoking a key it no longer trusts.

3.4 Datasource credentials. The Customer provides the credentials for datasources it connects, enters them on the Service's credential page rather than through an agent, and represents that it has the right to connect each datasource and to have Ekaya access it as the Customer directs.

3.5 The Customer's own agent and model provider. The Customer chooses the agent and the model provider it uses with the Service. When the Customer's agent reads schema, sample values or query results through the Service, that data goes to the model provider the Customer chose, under the Customer's identity. That transfer is the Customer's, and Ekaya is not responsible for how that provider handles the data.

3.6 No Ekaya-side model provider. Ekaya Cloud does not send Customer Content to a model provider that Ekaya operates or engages. If Ekaya proposes to add one, it will first list the provider as a subprocessor under the Data Processing Agreement, and the Service will send row-level values from a Project to it only if the Project's owner opts in for that Project.

3.7 Third-party services. When the Customer connects a third-party service as a datasource (for example an advertising or analytics platform), the Customer's use of that service remains subject to the Customer's agreement with its provider. Ekaya connects to some services through a connection provider listed as a subprocessor in the Ekaya Cloud Subprocessors list.

4. Restrictions and Customer obligations

4.1 Acceptable use. The Customer complies, and makes its users and agents comply, with the Acceptable Use Policy.

4.2 Regulated data. The Customer must not put into Ekaya Cloud the categories of regulated data that the Acceptable Use Policy excludes, including protected health information, payment card data and special-category personal data. By accepting these Terms, which incorporate the Acceptable Use Policy, the Customer agrees to this restriction. Ekaya does not inspect Customer Content to enforce this. Customers that need to process such data are directed to Ekaya Enterprise, under separate terms.

4.3 Restrictions. The Customer will not, and will not let anyone: (a) resell, sublicense or provide the Service to third parties except through applications the Customer builds and publishes with the Service; (b) copy, modify, decompile or reverse engineer the closed components of the Service, except as law permits despite this restriction; (c) work around the Service's access controls, usage limits or metering; (d) use the Service in violation of export-control or sanctions laws, or from a country or by a person subject to comprehensive US sanctions; or (e) use the Service to build a competing hosted service by copying its closed components. Ekaya Gateway source code that the Customer obtains under the Apache License 2.0 is governed by that license, and nothing in this Section restricts it.

4.4 The Customer's responsibilities for its data. The Customer is responsible for Customer Content, for having the rights and lawful basis to put it into the Service and to have Ekaya process it, and for the notices and consents its own users and end users need.

5. Customer Content and data

5.1 Ownership. As between the parties, the Customer owns Customer Content.

5.2 Ekaya's license. The Customer grants Ekaya a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit and display Customer Content solely to provide, secure and support the Service for the Customer, as the Customer directs through the Service, and as law requires.

5.3 Personal data. Ekaya processes personal data in Customer Content as the Customer's processor under the Data Processing Agreement. Ekaya's own handling of account, billing and usage data about people who use Ekaya Cloud is described in the Ekaya Cloud Privacy Policy.

5.4 Usage Data. Ekaya may collect and use data about how the Service is used, such as metering counters, event records and operational logs ("Usage Data"), to operate, secure, bill for and improve the Service. Ekaya does not disclose Usage Data that identifies the Customer or its users, except as these Terms, the Privacy Policy or law permit.

5.5 No backups of Project databases. Except as Section 7.7 provides, Ekaya does not back up Managed Project Databases and provides no point-in-time recovery, export or restore for them. When a Project or its database is deleted, the database is dropped at once and cannot be recovered. The Customer is responsible for keeping its own copies of data it needs.

5.6 Ekaya's access to Projects. Ekaya maintains administrative access to the Service and the systems that hold Customer Content, because it needs that access to operate, secure and support the Service. Ekaya personnel access Customer Content in a Project only as needed to operate, secure or support the Service, to respond to a Security Incident, to investigate a reported violation of the Acceptable Use Policy, or as law requires.

5.7 Security and incidents. Ekaya protects Customer Content with the measures in Annex II of the Data Processing Agreement and notifies the Customer of a Security Incident as the Data Processing Agreement provides.

5.8 Feedback. If the Customer or its users give Ekaya suggestions or other feedback about the Service, Ekaya may use it without restriction or payment. This includes feedback that a connected MCP client sends through the Service's feedback feature, which is part of Ekaya Cloud only. An Administrator of a Project can switch that feature off. The Customer and its clients must not include Customer Content, personal data, credentials, query results or anything that identifies the Customer's databases or systems in feedback. Ekaya screens feedback text for such material, but the screening is not perfect, and Ekaya may delete any feedback that contains it. A report is shown back only to the person who sent it; other users see an issue only after Ekaya has reviewed it and published it in its own words. The feedback feature is not a support channel.

6. Fees, billing and taxes

6.1 Fees. The Customer pays the fees for the paid plans, levels and seats it selects, at the prices on the Pricing Page when it selects them. Ekaya's payment processor, Stripe, processes payments and collects payment card details; Ekaya does not store full payment card numbers.

6.2 Monthly billing and renewal. Paid plans, levels and seats are billed monthly in advance and renew automatically each month until they end under this Section 6. Before the Customer pays, the order summary states the amount, that the charge renews automatically every month until cancelled, and how to cancel, and the Customer must separately agree to automatic renewal. Ekaya keeps a record of that agreement.

6.3 Seats. A Team plan includes the seats the Pricing Page states, and each additional seat is billed. A cancelled invitation keeps its billed seat until an Administrator removes it; an expired invitation releases its seat.

6.4 Ending a paid database level. The Customer may end a paid database level at any time, effective at the end of the current billing period, with no refund for that period. The level stays paid until then and the Project then returns to the free level. Data is kept; if it exceeds the free level's size, the Project's database is read-only until its size is under the free level's limit.

6.5 Ending a Team plan. The Customer may cancel a Team plan at any time, effective at the end of the current billing period, with no refund for that period. The plan and its seats stay paid and active until then, and the Customer may undo the cancellation before that date. The Project then returns to the Solo plan with its data kept. The Solo plan includes one Administrator, the Project's owner, and no other members, as the Pricing Page states. From that date Ekaya may remove other members' access to the Project.

6.6 Failed payments. If a renewal payment fails, the Customer keeps access while the payment processor retries. If the retries fail and the subscription ends, the Project returns to the free plan or level and its data is kept. A first invoice that is never paid grants nothing.

6.7 Price changes. Ekaya may change prices by giving notice by email 30 days before the new price takes effect, with instructions for cancelling. A new price applies from the first renewal after that date.

6.8 No refunds. Fees are non-refundable except where these Terms or law say otherwise.

6.9 Taxes. Fees exclude taxes. The Customer pays applicable sales, use, value-added and similar taxes, other than taxes on Ekaya's income.

7. Term, suspension and termination

7.1 Term. These Terms apply from acceptance until the Customer's account is closed or these Terms end under this Section 7.

7.2 Ending by the Customer. The Customer may stop using the Service at any time. It may delete a Project from the console, and may close its account by writing to support@ekaya.ai.

7.3 Ending by Ekaya without cause. Ekaya may end free use of the Service on at least 30 days' notice. Ekaya may end a paid plan or level at the end of a billing period on at least 30 days' notice. Section 7.7 governs a discontinuation of Ekaya Cloud as a whole.

7.4 Suspension. Ekaya may suspend a Project, a User Account or a Data Access Point, in whole or in part, if it reasonably believes that (a) its use violates the Acceptable Use Policy or law, (b) it threatens the security, integrity or availability of the Service or of other customers, or (c) fees are past due after the retries in Section 6.6. Ekaya gives notice before suspending when it reasonably can, and otherwise promptly afterwards, and limits a suspension to what is needed.

7.5 Termination for breach. Either party may terminate these Terms if the other materially breaches them and does not cure the breach within 30 days after notice. Ekaya may terminate at once for a serious or repeated breach of the Acceptable Use Policy.

7.6 Effect of ending. When these Terms end or a Project is deleted, the Customer's right to use the affected Service ends, and Ekaya deletes Customer Content, whether or not it contains personal data, on the schedule in Sections 7.1 to 7.4 of the Data Processing Agreement, unless law requires Ekaya to keep it, in which case these Terms continue to protect it. Because Ekaya provides no export or backup of Project databases (Section 5.5), the Customer should retrieve any data it needs before it deletes a Project or closes its account.

7.7 Discontinuing Ekaya Cloud. If Ekaya decides to discontinue Ekaya Cloud, it will give the Customer at least 90 days' notice and, during that period, will provide each Project owner who asks with a logical dump of the Project's database in a standard PostgreSQL format.

7.8 Survival. Sections 4.3, 5.1, 5.2 (to the extent Ekaya needs it to retain and protect Customer Content that Section 7.6 lets it keep), 5.4, 5.8, 6 (for amounts due), 7.6 to 7.8, and 8 to 16 survive the end of these Terms, and so does the Key Terms table, including the General Cap Amount and the incorporation of the Data Processing Agreement and the Acceptable Use Policy.

8. Warranties and disclaimers

8.1 Mutual. Each party represents that it has the power to enter into these Terms.

8.2 Ekaya. For paid plans, Ekaya warrants that the Service will perform materially as the Documentation describes. If it does not, the Customer's remedy is for Ekaya to use reasonable efforts to correct the failure and, if Ekaya cannot, for a refund of the fees prepaid for the remainder of the current billing period for the affected plan or level. The refund does not require the Customer to end that plan or level, which ends under Section 6.

8.3 Disclaimer. Except as Section 8.2 states, the Service is provided "as is" and "as available". To the extent law permits, Ekaya disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, title and non-infringement. Ekaya does not warrant that the Service will be uninterrupted or error-free, or that output produced by an agent, including the Customer's own agent, is accurate. Ekaya makes no warranty about third-party services, models or datasources that the Customer connects.

9. Limitation of liability

9.1 Excluded damages. To the extent law permits, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, arising out of these Terms, even if advised of the possibility.

9.2 Cap. To the extent law permits, each party's total liability arising out of these Terms is limited to the General Cap Amount.

9.3 Exceptions. Sections 9.1 and 9.2 do not limit the Customer's payment obligations, either party's liability for fraud or wilful misconduct, or any liability that law does not allow to be limited.

10. Indemnification

10.1 By the Customer. The Customer will defend Ekaya against third-party claims arising from Customer Content or from the Customer's breach of Section 4 or the Acceptable Use Policy, and pay the resulting damages, costs and reasonable settlement amounts agreed in writing by the indemnified party.

10.2 By Ekaya. Ekaya does not defend or indemnify the Customer or anyone else against third-party claims.

10.3 Process. Ekaya notifies the Customer promptly of a claim it asks the Customer to defend, gives the Customer control of the defense and settlement (no settlement may impose an obligation on Ekaya without its consent), and cooperates reasonably at the Customer's cost.

11. Confidentiality

11.1 Each party keeps the other's Confidential Information confidential, uses it only to perform under these Terms, and discloses it only to people and providers who need it and are bound to protect it. Customer Content is the Customer's Confidential Information. These obligations do not cover information that is public through no fault of the recipient, already known to it, independently developed, or rightfully received from a third party. A party may disclose Confidential Information when law requires, after giving the other party notice where law permits.

11.2 These obligations last for the term of these Terms and three years afterwards, and for Customer Content and trade secrets for as long as they remain confidential.

12. Reservation of rights

12.1 Ekaya and its licensors own the Service and its closed components, and Ekaya reserves all rights not expressly granted. Ekaya grants the Customer, for the term of these Terms, a non-exclusive, non-transferable right to use the Service for the Customer's own purposes under these Terms.

12.2 Open-source software included in or distributed with the Service is licensed under its own terms, which prevail for that software.

13. Governing law and disputes

13.1 These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules.

13.2 The state and federal courts located in Delaware have exclusive jurisdiction over any dispute arising out of these Terms, and each party consents to their jurisdiction. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

14. Changes to these Terms and notices

14.1 Ekaya may change these Terms by publishing a new version with a new effective date. For a material change, Ekaya shows a notice in the console to each user who signs in to a Project, for at least 30 days before the change takes effect, with a link to the new version; it sends no email about changes to these Terms. Changes required by law or that address a security risk may take effect sooner. Continued use after the effective date is acceptance of the new version. Prior versions are kept available at https://ekaya.ai/cloud/terms/archive.

14.2 Ekaya sends notices to the Customer at the email address on the Customer's account or in the console. The Customer sends notices to Ekaya at support@ekaya.ai, and sends notices of breach, termination or legal process also by mail to Ekaya Inc, 1112 Montana Ave #414, Santa Monica, CA 90403.

15. General terms

15.1 Entire agreement and order of precedence. These Terms, together with the Data Processing Agreement, the Acceptable Use Policy, the Data Residency Statement for the Project's Region and the Pricing Page, are the entire agreement on their subject. If they conflict, the Data Processing Agreement prevails on the processing of personal data, then these Terms, then the Acceptable Use Policy, the Data Residency Statement and the Pricing Page.

15.2 Assignment. Neither party may assign these Terms without the other's consent, except that either may assign them to a successor in a merger, acquisition or sale of substantially all of its relevant business or assets, on notice. A permitted assignment binds the successor.

15.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.

15.4 Independent parties; no third-party beneficiaries. The parties are independent contractors. These Terms create no rights for anyone else.

15.5 Severability and waiver. If a provision is unenforceable, it is enforced to the maximum extent permitted and the rest remains in effect. A waiver must be in writing.

15.6 Electronic communications. The parties may agree, give notice and keep records electronically.

16. Definitions

• Administrator: a person who holds the administrator Role in a Project and manages its configuration, members and settings. The Project's owner is an Administrator.
• Confidential Information: non-public information that one party discloses to the other in connection with these Terms and that is marked confidential, or that a reasonable person would understand to be confidential from its nature and the circumstances of disclosure. Customer Content is the Customer's Confidential Information; the non-public parts of the Service and of Ekaya's security measures are Ekaya's.
• Customer Content: data that the Customer or its users, agents or applications put into or create in a Project, including Managed Project Database contents, datasource configuration and credentials, approved Requests, ontology and glossary entries, and audit records about the Customer's use. Usage Data is not Customer Content. Feedback under Section 5.8 is not Customer Content: Ekaya is its controller, as Section 2.7 of the Privacy Policy describes.
• Data Access Point: an identity a process holds to call the Service, with its own permitted Requests and key.
• Data Residency Statement: the Ekaya Cloud Data Residency Statement for a Region.
• Documentation: Ekaya's published documentation for Ekaya Cloud at https://ekaya.ai/docs.
• Managed Project Database: a database that Ekaya hosts for a Project.
• Pricing Page: the page at https://ekaya.ai/pricing that lists plans, database levels, prices and free-use limits.
• Privacy Policy: the Ekaya Cloud Privacy Policy, which describes how Ekaya handles account, billing and usage data about the people who use Ekaya Cloud.
• Project: the unit of tenancy, isolation and accountability in Ekaya Cloud, with a human owner.
• Region: a location in which Ekaya runs Projects, named in a Data Residency Statement.
• Request: an operation on a datasource that a Project defines and approves.
• Role: the set of permissions a person holds in a Project, assigned by the Project's Administrators. It limits what that person, and the agents and applications acting for them, may do in the Project.
• Security Incident: a breach of security as defined in the Data Processing Agreement, whether or not the data affected is personal data.
• User Account: the account of one person, used to sign in to Ekaya Cloud.

Attribution

Structure based on the Common Paper Cloud Service Agreement (Version 2.1), free to use under CC BY 4.0.