EAP Click-Through Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) govern your access to and use of the Signal Loom Early Access Program (the “EAP” or “Service”) provided by Signal Loom Inc. (“Signal Loom Inc.,” “we,” “us,” or “our”). The Service is offered solely to businesses and organizations for use in the course of their trade, business, or profession, and is not intended for, or directed to, consumers using the Service for personal, family, or household purposes. By clicking “Accept,” completing checkout for the Service, accessing, or using the Service, you: (a) represent and warrant that you are at least 18 years of age, that you are accessing the Service on behalf of a company or other legal entity, and that you have full legal authority to bind that entity to these Terms; and (b) agree, on your own behalf and on behalf of that entity, to be legally bound by these Terms, the EAP Order Terms (including the conversion and billing terms), and our Privacy Policy, each incorporated herein by reference. If you do not have such authority, or if you are acting as a consumer for personal purposes, you must not access or use the Service.

2. The Early Access Program and Enrollment

The EAP is a paid early-access tier of the Signal Loom platform. Access is granted when you complete signup and checkout, which provisions a dedicated tenant for your organization. By completing signup and checkout you confirm that you are authorized to create and administer that tenant on behalf of your organization.

Your use of the EAP is subject to a separate one-page EAP Order Terms document setting out the introductory price, the term, the conversion to the standard subscription, and the billing structure. The EAP Order Terms govern pricing and conversion; these Terms govern your use of the Service. Where the two conflict on a commercial term, the EAP Order Terms control.

3. Description of Service

The Signal Loom platform is an identity control plane for Non-Human Identities (NHIs), including service accounts, API keys, certificates, tokens, agent credentials, and machine identities, across the cloud, agent, and directory infrastructure you connect or authorize Signal Loom Inc. to govern. The EAP provides early access to platform capabilities that may change during the program.

The EAP is provided for early-access evaluation and production use as configured in your tenant. Features may be added, changed, or removed during the program. Signal Loom Inc. will give reasonable notice of material changes to functionality that affect your use.

4. Your Authorization and Representations

By connecting any environment or initiating any scan or governance action, you represent, warrant, and covenant that:

• Authorization: You are the owner of, or have express written authorization from the owner of, all systems, networks, environments, credentials, and data submitted to or governed by the Service.
• No Unauthorized Access: Your use of the Service does not and will not violate any applicable law, regulation, contractual obligation, or third-party right, including but not limited to the Computer Fraud and Abuse Act (18 U.S.C. § 1030), the Electronic Communications Privacy Act, GDPR, CCPA, or equivalent legislation.
• Accuracy: All information you provide to configure the Service is accurate, complete, and not misleading.
• No Malicious Intent: You will not use the Service to probe, test, or assess systems or environments for purposes of unauthorized access, exploitation, competitive intelligence gathering against third parties, or any unlawful purpose.

Signal Loom Inc. reserves the right to terminate your access immediately and without notice if we reasonably believe you have breached any of the foregoing representations.

5. Acceptable Use Policy

You agree not to use the Service to:

• Govern or scan systems, networks, or environments you do not own or lack express authorization to access.
• Reverse-engineer, decompile, disassemble, or derive the source code of any component of the Service.
• Use automated means to access the Service in a manner that exceeds reasonable usage or interferes with Service availability.
• Attempt to circumvent, disable, or undermine any security, rate-limiting, or access-control feature of the Service.
• Resell, sublicense, or commercialize Service outputs without Signal Loom Inc.'s prior written consent.

6. Data Handling, Confidentiality, and Privacy

You retain all ownership rights in any data, credentials, configurations, or environment details you submit to the Service (“Submitted Data”). You grant Signal Loom Inc. a limited, non-exclusive, non-transferable license to process Submitted Data solely to provide the Service to you. Outputs specific to your environment are your data.

Processing of personal data is governed by our Privacy Policy and by the Data Processing Addendum (DPA) applicable to EAP customers, which is incorporated into these Terms by reference.

7. Intellectual Property

All software, algorithms, models, methodologies, documentation, and technology underlying the Service are owned by or licensed to Signal Loom Inc. and protected by applicable intellectual property laws. These Terms do not transfer any Signal Loom Inc. intellectual property to you. You may not copy, modify, distribute, create derivative works of, or exploit any part of the Service or its underlying technology without Signal Loom Inc.'s express prior written consent.

8. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, OR UNINTERRUPTED AVAILABILITY. As an early-access program, the Service may contain defects and is not warranted to be error-free or to meet your specific security, compliance, or regulatory requirements.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SIGNAL LOOM INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SIGNAL LOOM INC.'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER OR RELATED TO THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO SIGNAL LOOM INC. IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) US$50,000, REGARDLESS OF THE THEORY OF LIABILITY.

Some jurisdictions do not allow certain limitations of liability. Nothing in these Terms excludes or limits Signal Loom Inc.'s liability where such exclusion or limitation is not permitted under mandatory applicable law, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited. For users in the European Economic Area, the United Kingdom, or France, the foregoing limitations apply only to the extent permitted by the mandatory law of the user's country of habitual residence or establishment, and do not affect any rights that cannot be waived by agreement.

10. Indemnification

You agree to indemnify, defend, and hold harmless Signal Loom Inc., its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) your use of the Service; (b) your breach of these Terms or any representation or warranty herein; (c) your violation of any applicable law or regulation; (d) your infringement of any third-party right; or (e) unauthorized access or use of credentials, systems, or environments in connection with the Service.

11. Term and Termination

These Terms take effect when you complete checkout for the EAP and continue for the EAP term and any standard subscription term that follows under the EAP Order Terms. Termination, non-conversion, and notice are governed by the EAP Order Terms. Signal Loom Inc. may suspend or terminate access for breach of these Terms. Sections 2, 4, 5, 6, 7, 8, 9, 10, 12, and 13 survive termination.

12. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict-of-law principles. Any dispute arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware, and you consent to personal jurisdiction in those courts. The foregoing choice of law and forum applies only to the extent permitted by mandatory applicable law. Nothing in this Section deprives any user of the protection of provisions that cannot be derogated from by agreement under the law that would apply absent this choice, and nothing in this Section overrides any mandatory right of a user in the European Economic Area, the United Kingdom, or France to rely on the mandatory law of, or to bring or defend proceedings in the courts of, their country of habitual residence or establishment where such right cannot lawfully be excluded.

13. General Provisions

These Terms, together with the EAP Order Terms, the Privacy Policy, the DPA, and any additional terms applicable to specific features, constitute the entire agreement between you and Signal Loom Inc. regarding the Service and supersede all prior agreements. If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. Signal Loom Inc.'s failure to enforce any provision shall not constitute a waiver. You may not assign these Terms without Signal Loom Inc.'s prior written consent; Signal Loom Inc. may assign in connection with a merger, acquisition, or sale of substantially all of its assets.

Signal Loom Inc. may modify these Terms by posting revised Terms on signal-loom.ai. Where required by mandatory applicable law, including for users in the European Economic Area, the United Kingdom, or France, we will give reasonable advance notice of any material change (for example, by email or in-dashboard notice), state the date the change takes effect, and explain that you may terminate your use of the Service before the change takes effect if you do not accept it. Material changes will not apply retroactively.

Questions about these Terms: legal@signal-loom.ai