DRAFT scaffold for founder review
This page is not final legal copy and is not legal advice. OpiusAI founder and counsel must replace or confirm every bracketed placeholder before these terms are used with customers.
Review status
Draft only
This scaffold exists so the footer Terms link resolves while operative terms are reviewed.
Economics are placeholders
Fees, caps, prepaid mechanics, and credit limits require founder confirmation.
No broad remedy language
Managed credits are framed as bounded service credits for eligible objective failures.
Draft status
This page is a public scaffold for OpiusAI's Defendr product. It is not final legal copy, not legal advice, and not a complete contract. Bracketed text marks business terms, legal terms, service mechanics, caps, dates, and contacts that founder and counsel must approve before use.
Acceptance
Founder and counsel should decide whether these terms apply through website use, app access, signed order forms, clickwrap, master services agreements, or another contracting flow.
Placeholder clause
[ACCEPTANCE: founder/counsel to confirm who may accept, organization authority, order form precedence, account administrator responsibility, and the effective date for customer use.]
Service description
Bring Your Own Keys
BYOK is the mode where the customer keeps its own provider keys/accounts and pays providers directly. Defendr measures calls and reports usage, cost, and failure evidence on the customer's provider-bill context.
[BYOK TERMS: founder/counsel to confirm customer authorization, provider account responsibility, key handling, provider terms, usage costs, support scope, and whether any trial or beta limits apply.]
Managed
Managed is available only if separately approved or ordered. In Managed, Defendr operates the provider relationship as part of the service, and eligible objective failures may receive bounded service credits under the agreed terms.
[MANAGED TERMS: founder/counsel to confirm gating, order form language, provider approvals, eligible workloads, objective criteria, exclusions, monthly caps, and service-credit mechanics.]
Fees and billing
All dollar, percentage, prepaid, cap, credit, and billing-cycle terms stay bracketed here so the public page does not become the source of truth for unapproved economics.
[FEE: founder to confirm BYOK platform fee formula, billing cadence, minimums, invoicing terms, tax handling, late payment terms, and whether any usage metric applies.]
[MANAGED FEE: founder to confirm prepaid amount, billing cadence, usage deduction, provider-cost treatment, expiration, unused balance handling, and any required order form language.]
[CREDIT/CUSHION: founder to confirm service-credit ledger, monthly cap, carry-forward rules, exclusions, review process, and accounting treatment.]
Failure-credit terms
Managed service credits should apply only to eligible objective provider failures, only within agreed caps, and only under the approved review process. BYOK reporting is visibility on the customer's own provider bill and does not include OpiusAI service credits unless separate written terms say otherwise.
Eligible objective failures
[ELIGIBLE FAILURES: founder/counsel to confirm objective failure classes, evidence requirements, customer notice window, and verification process.]
Caps and exclusions
[CREDIT CAP: founder/counsel to confirm monthly cap, per-event cap, excluded failures, customer-caused failures, provider outage handling, and beta limitations.]
Remedy boundary
[REMEDY BOUNDARY: founder/counsel to confirm that Managed credits are bounded service credits, not a broad cash reimbursement, consequential loss remedy, or promise for every quality issue.]
BYOK keys and responsibilities
[CUSTOMER RESPONSIBILITY: founder/counsel to confirm provider account, provider bill, provider terms, key permissions, rate limits, model selection, and usage-budget obligations.]
[KEY HANDLING: founder/counsel to confirm storage, encryption, per-tenant isolation, support access, rotation, deletion, and incident notice terms.]
[CUSTOMER DATA: founder/counsel to align with the Privacy page on prompt/response content, usage metadata, retention, deletion, and sub-processors.]
Acceptable use
[ACCEPTABLE USE: founder/counsel to confirm prohibited use cases, regulated-sector gates, security testing rules, abuse reporting, suspension rights, high-impact use restrictions, and customer compliance obligations.]
Third-party services
[THIRD-PARTY TERMS: founder/counsel to confirm provider terms flow-downs, model provider restrictions, provider approvals for Managed, and how customer-selected providers are handled in BYOK.]
Legal terms
[IP TERMS: founder/counsel to confirm ownership of Defendr, customer data, reports, feedback, output-related rights, and usage of aggregated or de-identified data.]
[DISCLAIMERS: founder/counsel to confirm service availability, beta status, model-provider dependencies, professional-advice boundaries, and report limitations.]
[LIABILITY LIMIT: founder/counsel to confirm cap, excluded damages, carve-outs, customer indemnity, OpiusAI indemnity, and relationship to Managed service-credit caps.]
[CHANGES: founder/counsel to confirm notice period, effective date, continued-use language, material-change handling, and order form precedence.]
[GOVERNING LAW: founder/counsel to confirm jurisdiction, venue, dispute process, arbitration or court forum, and class-action treatment if applicable.]
[TERM/TERMINATION: founder/counsel to confirm renewal, suspension, termination for cause, data export, deletion timing, unpaid fees, and survival clauses.]
Contact and effective date
Legal contact
[CONTACT EMAIL: founders@opiusai.com or legal/contact alias - founder to confirm.]
Effective date
[EFFECTIVE DATE: founder/counsel to confirm before publication.]