Terms of Service

1. Acceptance of Terms

By creating an account, accessing, or using the Cartha agent operations platform, REST API, Python SDK, TypeScript SDK, web dashboard, or any associated integrations (collectively, the “Services”), you (“User” or “you”) agree to be legally bound by these Terms of Service (“Terms”) and our Privacy Policy, which are incorporated herein by reference.

If you are entering into these Terms on behalf of a company, organisation, or other legal entity (“Organisation”), you represent and warrant that you have full legal authority to bind that Organisation to these Terms. In that case, “you” refers to both you individually and the Organisation.

If you do not agree to these Terms, do not access or use the Services.

2. Description of Services & Disclaimers

Cartha provides an observability, memory management, policy enforcement, and cost-attribution platform for autonomous AI agents and workloads. The Services function as a control layer that sits between your agents and their upstream providers; they do not execute AI reasoning or make autonomous decisions on your behalf.

THE SERVICES ARE PROVIDED “AS-IS” AND “AS-AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Services will be uninterrupted, error-free, or completely secure. Features described as “hard” limits (e.g., budget ceilings) operate at the application layer and are subject to the inherent limitations of distributed systems, including network latency, partial failures, and race conditions.

3. Account Registration & Security

• You must provide accurate, current, and complete information during registration and keep it up to date.
• You are responsible for maintaining the confidentiality of your credentials and API keys. Cartha stores API keys as one-way hashes; we cannot recover a lost key.
• You must notify us immediately at hello@cartha.in if you suspect unauthorised access to your account.
• You are fully responsible for all activity that occurs under your account, whether or not authorised by you.
• Accounts are personal to the registered user or Organisation. You may not transfer your account to another party without prior written consent from Cartha.

4. Autonomous Agent Liability & Indemnification

Cartha is an observability and control layer. It does not direct, instruct, or supervise the AI agents you connect to the Services. You are solely and exclusively responsible for:

• The design, configuration, deployment, and behaviour of your AI agents
• The outputs, decisions, and consequences those agents produce
• Any harm caused to third parties by your agents, including but not limited to financial loss, data leakage, reputational damage, and regulatory breach
• Compliance with the terms of service of any third-party model providers, tools, or APIs your agents call
• Obtaining all necessary consents and authorisations for the data your agents process

You agree to defend, indemnify, and hold harmless Cartha Inc., its officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Services; (b) your agents’ actions or outputs; (c) your violation of these Terms; or (d) your violation of any applicable law or third-party rights.

5. Budget Enforcement & Financial Responsibility

Cartha provides features including hard budget ceilings, real-time cost tracking, and spend attribution to help you monitor and limit AI agent costs. However, you acknowledge the following:

• Budget enforcement operates at the Cartha SDK layer and is subject to network latency, distributed system race conditions, and SDK integration gaps
• Cartha does not intercept, relay, or mediate calls between your agents and third-party model or API providers; we cannot retroactively cancel calls already dispatched
• A budget ceiling may be exceeded by one in-flight request if the request was dispatched before the ceiling check completed

You remain fully and solely financially responsible for all charges incurred by your agents at third-party providers (including but not limited to OpenAI, Anthropic, Google, AWS, and Azure), regardless of whether Cartha’s budget enforcement mechanism successfully halted execution before or after those charges were incurred.

6. Acceptable Use Policy

You agree not to use the Services to monitor, manage, or enable agents that:

• Generate, distribute, or amplify spam, phishing content, malware, or disinformation
• Attempt to gain unauthorised access to systems, accounts, or networks
• Perform unsolicited penetration testing or vulnerability scanning against systems you do not own or have explicit written permission to test
• Process personal data of individuals without a valid legal basis, in violation of applicable privacy law
• Violate the terms of service of third-party platforms or APIs called by your agents
• Engage in illegal, fraudulent, defamatory, or abusive activity
• Circumvent, disable, or interfere with security features or access controls of the Services
• Reverse-engineer, decompile, or disassemble any part of the Services except as permitted by applicable law

Violation of this Acceptable Use Policy may result in immediate account suspension or termination without refund and, where appropriate, referral to law enforcement.

7. API Access, Rate Limits & Fair Use

Access to the Cartha API is subject to the rate limits and quotas specified in your plan documentation. We reserve the right to throttle, suspend, or terminate API access if:

• Your usage materially exceeds your plan’s included volume and overages are not settled
• Your usage pattern poses a risk to the availability or integrity of our infrastructure or other customers’ workloads
• We reasonably suspect abuse, scraping, or automated misuse

Cartha Assure customers are subject to the fair-use provisions in their individual Order Form.

8. Subscriptions, Billing & Refunds

• Subscription fees are billed in advance on a monthly or annual cycle, depending on your selected billing period.
• Overage charges (trace steps and memory operations beyond your included volume) are metered and billed at the end of each monthly billing cycle.
• All fees are non-refundable except as required by applicable consumer protection law or as expressly stated in an Order Form. Partial-month cancellations are not eligible for pro-rated refunds on monthly plans.
• If a payment fails, we will retry on a schedule communicated by our payment provider. Continued non-payment may result in plan downgrade or account suspension after a grace period of 7 days.
• Prices are shown exclusive of applicable taxes (GST, VAT, sales tax) unless stated otherwise. Tax is added at checkout based on your billing address.
• We reserve the right to change subscription pricing with at least 30 days’ written notice to existing subscribers. Price changes take effect at your next renewal.

9. Intellectual Property

Your data: You retain all intellectual property rights in your agent data, traces, memory records, and other content you submit to the Services. You grant Cartha a limited, non-exclusive, worldwide, royalty-free licence to store, process, and display your data solely as necessary to operate and provide the Services to you.

Our platform: Cartha retains all rights, title, and interest in the Services, including the dashboard, APIs, SDKs, platform architecture, proprietary algorithms, and documentation. Nothing in these Terms grants you any rights to our intellectual property except the limited right to use the Services as described herein.

10. Confidentiality

Each party agrees to keep the other’s confidential information (“Confidential Information”) strictly confidential and not to disclose it to any third party except as permitted by these Terms or required by law. Confidential Information does not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; or (c) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• CARTHA’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO CARTHA IN THE 12 MONTHS PRECEDING THE CLAIM OR (B) INR 10,000 (USD 120).
• IN NO EVENT SHALL CARTHA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF WHETHER CARTHA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, the above limitations apply to the fullest extent permitted by law.

12. Term, Suspension & Termination

• These Terms remain in effect for as long as you use the Services or maintain an account.
• You may terminate your account at any time via dashboard settings. Termination does not entitle you to a refund of any pre-paid fees.
• We may suspend your access immediately, without notice, if we determine in good faith that your use poses a security risk, violates these Terms, or endangers other users.
• We may terminate your account with 30 days’ written notice for any reason, or immediately for material breach of these Terms.
• Upon termination, your right to access the Services ceases immediately. Provisions of these Terms that by their nature should survive termination will do so, including Sections 4, 5, 9, 11, 13, and 14.

13. Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of India, without regard to conflict of law principles. Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be subject to the exclusive jurisdiction of the courts of Bengaluru, Karnataka, India. If you are located in a jurisdiction that requires disputes to be resolved locally, the parties will negotiate in good faith to find a mutually acceptable forum.

14. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any applicable Order Form, constitute the entire agreement between you and Cartha regarding the Services and supersede all prior agreements.
• Severability: If any provision is held invalid or unenforceable, the remaining provisions continue in full force.
• Waiver: Failure to enforce any provision shall not constitute a waiver of that right.
• Assignment: You may not assign or transfer these Terms or your account without prior written consent. Cartha may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Notices: Notices to Cartha must be sent to hello@cartha.in. We will send notices to the email address on your account.
• Force Majeure: Neither party is liable for delays or failures in performance caused by events outside its reasonable control.

15. Changes to These Terms

We may update these Terms from time to time. For material changes, we will notify registered users by email at least 14 days before the change takes effect. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services and close your account before the effective date.

16. Contact

For legal queries or notices under these Terms, contact: