Terms of Service.
These Terms govern access to and use of the Invoke platform. They constitute a binding agreement between Invoke HQ, Inc. and the Customer. By creating an account, issuing a credential or otherwise using the Service, the Customer accepts these Terms. A person accepting on behalf of an organisation represents that they have authority to bind it.
- 1.1Parties
- These Terms are entered into between Invoke HQ, Inc., a corporation incorporated in the State of Delaware, United States of America(“Invoke”), and the Customer. Where the Customer has executed a separate written agreement with Invoke covering the same subject matter, that agreement prevails over these Terms to the extent of any conflict.
- 1.2Acceptance
- The Customer accepts these Terms by creating an account, by issuing or using an API credential, or by otherwise accessing the Service. Where the Customer is an organisation, the individual accepting represents and warrants that they are authorised to bind that organisation.
- 1.3Amendment
- Invoke may amend these Terms. Where an amendment is material and adverse to the Customer, Invoke will give at least 30 days’ notice by electronic mail to the address on the account, or by notice within the Service, before the amendment takes effect. Continued use after the effective date constitutes acceptance. A Customer who does not accept a material amendment may terminate under Section 12.2 before it takes effect, and is entitled to a pro-rata refund of fees paid in respect of the unexpired portion of the then-current term.
- 1.4Defined terms
- The following terms have the meanings given below and are used throughout this document.
- Agreement
- These Terms of Service, together with any Order and any policy incorporated by reference, comprising the Privacy Policy and the Acceptable Use provisions at Section 4.
- Customer
- The company, organisation or individual accepting these Terms, whether by creating an account, by issuing a credential, or by using the Service.
- Customer Data
- Data submitted to, or generated by, the Service on behalf of a Customer, including execution metadata, receipts, workspace memory and organisation records.
- the Service
- The hosted Invoke control plane, comprising the API, the receipt store, the policy engine and the console, together with the Documentation.
- Foundry
- The Invoke runtime as distributed for deployment by the Customer on infrastructure under the Customer's control.
- Principal
- Any authenticated actor, whether a natural person or an agent, to which an action performed through the Service is attributed.
- Effect
- An action taken outside the Service at the instruction of a Principal — the invocation of a tool, the calling of a third-party API, the movement of money, the sending of a message.
- Order
- A written ordering document, enterprise agreement or online plan selection by which the Customer subscribes to the Service.
What is provided, and on what basis.
- 2.1Right of access
- Subject to these Terms and to payment of applicable fees, Invoke grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the term, for the Customer’s internal business purposes.
- 2.2Foundry
- Foundry is licensed, not sold. Invoke grants the Customer a non-exclusive, non-transferable licence to install and operate Foundry on infrastructure under the Customer’s control, for the Customer’s internal business purposes, during the term. Open-source components distributed with Foundry are governed by their own licences, which prevail over this clause in respect of those components. Foundry operates without a network dependency on the Service for local governed execution; the Customer is responsible for the security, backup and availability of any infrastructure on which it operates it.
- 2.3Modification of the Service
- Invoke may modify the Service. Invoke will not materially degrade the core functionality of the Service during a paid term without notice given in accordance with Section 1.3. The addition of features, the correction of defects and changes required for security or legal compliance may be made without notice.
- 2.4Documentation and support
- Documentation is published at docs.invokehq.run and forms part of the Service. Support is provided by electronic mail on all plans. Response-time commitments are made only where expressly stated in an Order.
Identity, and what follows from it.
- 3.1Eligibility
- The Service is offered to organisations and to individuals aged 18 or over. It is not directed to children and may not be used by a person under the age of 18.
- 3.2Organisations and administrators
- A Customer account is scoped to an organisation. An administrator of that organisation may invite members, assign roles, issue and revoke credentials, amend policy and approve pending effects. The Customer is responsible for the acts and omissions of its administrators and members as if they were its own.
- 3.3Custody of credentials
- API credentials issued by the Service are disclosed once, at the point of issue; Invoke retains only a
SHA-256digest and cannot recover the plaintext. The Customer is responsible for the custody of its credentials and for their prompt revocation on compromise. Revocation is available at any time from the console and takes effect immediately. - 3.4Attribution of acts
- An act performed through the Service under a credential issued to the Customer is attributed to the Customer, whether performed by a natural person or by an agent, and whether or not authorised by the Customer, save to the extent the act results from a failure of the Service itself. The purpose of the ledger is to make such attribution evidential rather than presumed; the Customer may rely on it in disputing an attribution.
Prohibited conduct and prohibited effects.
The Service exists to place agent execution under control. Using it to place execution beyond control — of the Customer, of a third party, or of the law — is a material breach.
- 4.1Prohibited conduct
- The Customer must not, and must not permit any Principal to:
- (a)use the Service in violation of any applicable law, or to infringe the rights of any person;
- (b)attempt to gain access to a workspace, organisation or record belonging to another customer, or to circumvent the isolation described at Security § 4.1;
- (c)reverse engineer, decompile or disassemble the Service, save to the extent that restriction is unenforceable by law;
- (d)resell, sublicense or provide the Service to a third party as a service, other than to the Customer's own end users as part of the Customer's own product;
- (e)circumvent, disable or misrepresent a control of the Service, including policy evaluation, budget enforcement, the approval mechanism and the receipt ledger;
- (f)transmit malware, or use the Service to conduct denial-of-service testing against any system, whether or not owned by the Customer;
- (g)impose load that materially degrades the Service for other customers, or evade a documented rate limit.
- 4.2Prohibited effects
- The Customer must not configure an agent to produce an Effect which the Customer is not itself entitled to produce. In particular, the Customer must not use the Service to transact against a third-party system without authorisation, to send unsolicited bulk communications, to make automated decisions about individuals where the law requires human involvement, or to act upon personal data in a manner the Customer has no lawful basis to act upon. The presence of a credential in a workspace is not evidence of a right to use it.
- 4.3Enforcement
- Invoke may suspend a workspace, a credential or an account where it reasonably determines that a breach of this Section is occurring, that a security or integrity risk to the Service or to another customer exists, or that suspension is required by law. Except where immediate suspension is necessary, Invoke will give notice and a reasonable opportunity to cure. Suspension is limited in scope and duration to what the circumstance requires, and does not relieve the Customer of the obligation to pay fees accrued.
- 4.4No obligation to monitor
- Invoke records what agents do; it does not review it. Invoke has no obligation to monitor Customer Data or Effects for compliance with this Section, and the existence of the ledger does not imply review of its contents.
Invoke governs execution. It does not author it.
This Section states the allocation of responsibility on which the rest of this agreement depends. It is stated here, rather than left to be inferred from Section 15.
- 5.1Nature of the Service
- The Service evaluates each proposed Effect against policy and budget configured by the Customer, permits or refuses it accordingly, and records the outcome to an append-only ledger. It does not determine what an agent ought to do, does not select the model, does not author the prompt, and does not validate the correctness of an Effect that policy permits. The Customer configures the agents, the policy, the budgets and the connectors.
- 5.2Responsibility for Effects
- The Customer is responsible for every Effect produced through its workspaces, including its consequences in the systems against which it is produced. Where an agent operated by the Customer moves money, alters a record, sends a communication or calls a third-party API, that act is the Customer’s act.
- 5.3Controls are controls, not guarantees
- Budgets, approvals, policy and idempotency are mechanisms for constraining and recording execution. They constrain what the Service will permit; they do not guarantee that a permitted Effect is correct, appropriate or desirable, and they do not reverse an Effect once produced. Where a control is configured permissively by the Customer, the Service will execute accordingly. The behaviour of each control is described at Security and at Architecture.
- 5.4Human oversight
- The Customer is responsible for determining which classes of Effect require human approval before execution, and for configuring the approval mechanism accordingly. Invoke does not set that threshold on the Customer’s behalf and makes no representation that a default configuration is adequate for the Customer’s circumstances or regulatory obligations.
- 5.5No professional advice
- Output produced by or through an agent operating on the Service does not constitute legal, financial, medical, tax or other professional advice from Invoke, and must not be relied upon as such.
Ownership, licence and the limits of use.
- 6.1Ownership
- As between the parties, the Customer owns all Customer Data. Nothing in these Terms transfers ownership of Customer Data to Invoke.
- 6.2Licence to operate
- The Customer grants Invoke a non-exclusive, worldwide, royalty-free licence to host, store, transmit, display and otherwise process Customer Data solely to the extent necessary to provide, secure and support the Service, and to comply with law. This licence terminates on deletion of the data in accordance with Section 12.4.
- 6.3No use for model training
- Invoke does not use Customer Data to train, fine-tune or evaluate any model, whether operated by Invoke or by a third party, and does not disclose Customer Data to a model provider for those purposes. This is a contractual commitment and not a statement of current practice only.
- 6.4Customer warranties
- The Customer represents and warrants that it holds all rights, consents and lawful bases necessary for Customer Data to be processed as contemplated by these Terms, and that its use of the Service complies with the laws applicable to it, including data protection law.
- 6.5Model providers and connected systems
- Where the Customer elects to route model traffic through the Service, or to connect a third-party system, the relevant content is transmitted to the provider or system selected by the Customer and is thereafter governed by that third party’s terms. Invoke is not a party to that relationship and is not responsible for the acts, omissions, availability or data practices of that third party. The register of sub-processors engaged by Invoke itself is published at Security § 12.
- 6.6Data protection
- Where Invoke processes personal data on the Customer’s behalf, it does so as a processor on the Customer’s documented instructions. A data processing agreement is available on request to security@invokehq.run and, once executed, prevails over this Section in respect of that processing. The Privacy Policy describes the position in full.
Payment, and what is not yet a product.
- 7.1Fees
- Fees, the billing period and the metered dimensions are those stated in the Order or on the published pricing page at the time of subscription. Fees are stated exclusive of tax and are payable in advance unless the Order states otherwise.
- 7.2Taxes
- The Customer is responsible for all sales, use, VAT, GST and similar taxes arising in respect of the Service, excluding taxes on Invoke’s net income.
- 7.3Non-payment
- Where an undisputed invoice remains unpaid for 15 days after notice, Invoke may suspend the Service until payment is made. The ledger is retained during suspension and is not deleted by reason of non-payment alone; Section 12.4 governs deletion on termination.
- 7.4Free and evaluation plans
- Where the Service is provided without charge, it is provided as-is, without any commitment as to availability, and may be modified, limited or discontinued at any time on notice. Sections 13, 15 and 16 apply in full to such use.
- 8.1Pre-release features
- Features identified as alpha, beta, preview, experimental or “planned” are provided for evaluation. They are excluded from any availability or support commitment, may change incompatibly, and may be withdrawn. The Customer should not rely on a pre-release feature in a production workflow whose failure would be material to it. Features not yet implemented are identified as such at Security § 9, and no representation is made as to when, or whether, they will ship.
What is committed, and what is not.
- 9.1No service level commitment
- Invoke does not commit to a service level in respect of the Service except where a service level agreement is expressly incorporated into an Order. The recovery objectives published at Security § 13.4 are stated as internal targets and are not contractual commitments. Invoke will use commercially reasonable efforts to make the Service available.
- 9.2Maintenance
- Invoke may perform maintenance, and will endeavour to schedule planned maintenance outside peak hours and to give advance notice. Emergency maintenance may be performed without notice.
- 9.3Failure mode
- Where policy cannot be evaluated, the Service does not execute the Effect. The Customer acknowledges that this fail-closed behaviour is intentional, that an outage of the Service will therefore prevent hosted execution rather than permit it ungoverned, and that Foundry is the supported means of continuing governed execution independently of the Service.
- 10.1Invoke property
- Invoke and its licensors retain all right, title and interest in the Service, Foundry, the Documentation and all associated intellectual property. No rights are granted other than those expressly stated in these Terms.
- 10.2Feedback
- Where the Customer provides suggestions or feedback concerning the Service, Invoke may use it without restriction and without obligation. Feedback is not Confidential Information of the Customer, and the Customer is asked not to include Confidential Information in it.
- 10.3Aggregate statistics
- Invoke may compile aggregated and de-identified statistics concerning use of the Service, and may use them to operate and improve it. Such statistics do not identify the Customer, any individual or any Customer Data, and are not published in a form from which the Customer could be identified without its consent.
- 11.1Confidentiality
- Each party may receive information of the other which is designated as confidential or which would reasonably be understood to be confidential (“Confidential Information”). The receiving party will use it only to perform under these Terms, will protect it with no less than reasonable care, and will disclose it only to those of its personnel and advisers who need it and who are bound by comparable obligations. These obligations do not apply to information which is or becomes public without breach, which was already known without obligation, or which is independently developed. Disclosure compelled by law is permitted, provided the disclosing party is given notice where lawful.
Ending the agreement, and what survives it.
- 12.1Term
- These Terms commence on the Customer’s first use of the Service and continue until terminated in accordance with this Section.
- 12.2Termination for convenience
- The Customer may terminate at any time by cancelling its subscription and ceasing use. Invoke may terminate a free or evaluation plan on 30 days’ notice, and a paid subscription at the end of the then-current term on notice given before renewal.
- 12.3Termination for cause
- Either party may terminate immediately on written notice where the other commits a material breach which is not cured within 30 days of notice, or becomes insolvent. Invoke may terminate immediately for a breach of Section 4 which by its nature cannot be cured.
- 12.4Effect of termination
- On termination the Customer’s right of access ends and outstanding fees accrued to that date become payable.
- (a)For a period of 30 days following termination, the Customer may request export of its ledger and receipts in a machine-readable form, including the hash chain, such that evidentiary value is preserved. Export is administered on request to security@invokehq.run.
- (b)After that period, Customer Data is deleted, and is purged from backup media within a further 30 days, in accordance with the retention schedule at Security § 6.3.
- (c)Receipts held locally by Foundry are unaffected by termination and remain in the Customer's possession.
- (d)Invoke may retain data where required by law, in which case it remains subject to Section 11.
- 12.5Survival
- Sections 5, 6.1, 6.3, 10, 11, 12.4, 13, 14, 15 and 16 survive termination.
Allocation of risk.
The provisions in this part limit rights the Customer would otherwise have. They are set in ordinary type rather than capitals; the frame, not the shouting, is what marks them.
- 13.1Warranty disclaimer
- Invoke warrants that it will provide the Service with reasonable skill and care. Save for that warranty, the Service, Foundry and the Documentation are provided on an “as is” and “as available” basis.
To the maximum extent permitted by law, Invoke disclaims all other warranties, whether express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement and any warranty arising from course of dealing. Invoke does not warrant that the Service will be uninterrupted or error-free, that defects will be corrected, or that any Effect permitted by policy will be correct or produce the outcome the Customer intended.
- 13.2Autonomous systems
- The Customer acknowledges that agents behave probabilistically, that identical inputs may produce different Effects, and that no control described in these Terms or at Security eliminates that characteristic. The controls make execution observable, constrained and attributable. They do not make it deterministic.
- 14.1Indemnity by the Customer
- The Customer will defend Invoke against any third-party claim arising from Customer Data, from an Effect produced through the Customer’s workspaces, or from the Customer’s breach of Section 4 or Section 6.4, and will indemnify Invoke against damages and costs finally awarded or agreed in settlement in respect of such a claim.
- 14.2Indemnity by Invoke
- Invoke will defend the Customer against any third-party claim that the Service, as provided by Invoke and used in accordance with these Terms, infringes that party’s intellectual property rights, and will indemnify the Customer against damages and costs finally awarded or agreed in settlement. This indemnity does not apply to a claim arising from Customer Data, from a modification not made by Invoke, from use in combination with anything not supplied by Invoke where the claim would not have arisen otherwise, or from use of a pre-release feature.
- 14.3Procedure
- The indemnified party must give prompt notice, allow the indemnifying party sole control of the defence and settlement, and provide reasonable cooperation. No settlement imposing a non-monetary obligation on the indemnified party may be made without its consent.
- 15.1Exclusion of indirect loss
To the maximum extent permitted by law, neither party is liable for loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, or any indirect or consequential loss, whether in contract, tort or otherwise, even if advised of the possibility.
- 15.2Cap on liability
To the maximum extent permitted by law, each party’s total aggregate liability arising out of or in connection with these Terms is limited to the greater of (a) the fees paid or payable by the Customer to Invoke in the twelve months preceding the event giving rise to the liability, and (b) one hundred United States dollars (US$100). Where the Service is provided without charge, limb (b) applies.
- 15.3Exclusions from the cap
- Sections 15.1 and 15.2 do not limit liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for the Customer’s payment obligations, for either party’s indemnity obligations under Section 14, or for any liability which cannot be limited by law.
- 15.4Basis of the bargain
- The Customer acknowledges that the allocation of responsibility at Section 5 and the limits in this Section are a basis on which the Service is offered at its stated price, and that the price would differ materially were Invoke to underwrite the consequences of Effects it does not author.
- 16.1Governing law and venue
- These Terms are governed by the laws of the State of Delaware, United States of America, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Nothing in this clause deprives a consumer of the protection of the mandatory law of their place of residence.
- 16.2Notices
- Notices to Invoke are given by electronic mail to security@invokehq.run. Notices to the Customer are given by electronic mail to the address on the account or by notice within the Service. Notice is effective on receipt, or on the next business day where sent outside business hours.
- 16.3Assignment
- Neither party may assign these Terms without the other’s consent, save that either party may assign in their entirety to a successor in connection with a merger, acquisition or sale of substantially all assets, on notice.
- 16.4Entire agreement and precedence
- These Terms, together with any Order and any policy incorporated by reference, constitute the entire agreement and supersede all prior understandings on the same subject matter. In the event of conflict, the order of precedence is: an executed enterprise agreement, then an Order, then a data processing agreement in respect of the processing of personal data, then these Terms. Terms contained in a Customer purchase order are of no effect.
- 16.5Severability and waiver
- If any provision is held unenforceable, it is modified to the minimum extent necessary or severed, and the remainder continues in effect. A failure to enforce a provision is not a waiver of it.
- 16.6Force majeure
- Neither party is liable for a failure to perform, other than a payment obligation, caused by an event beyond its reasonable control, provided it takes reasonable steps to mitigate.
- 16.7Export and sanctions
- The Customer represents that it is not located in, and will not make the Service available to any person located in, a country or territory subject to comprehensive sanctions, and that it is not a party designated on any applicable restricted-party list.
- 16.8Publicity
- Neither party may use the other’s name, logo or marks in publicity without prior written consent, save that Invoke may identify the Customer as a customer where the Customer has expressly agreed.
- 16.9Relationship
- The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship, and neither party may bind the other. These Terms confer no rights on any third party.
Questions on these Terms.
Enquiries concerning these Terms, enterprise agreements, data processing agreements and security questionnaires are answered by the team responsible for the systems they describe.