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Terms of Service

Effective October 5, 2026

These Terms of Service (“Terms”) govern access to and use of the Superendpoint hosted service, endpoint software, desktop app, APIs, documentation, and support (together, the “Service”). They form an agreement between SUPERENDPOINT LLC (“Superendpoint,” “we,” or “us”) and the business entity that accepts them or signs an order form that references them (“Customer” or “you”).

By signing an order form, creating an account, or using the Service on behalf of an organization, you agree to these Terms and confirm that you are authorized to bind that organization. If you do not agree, do not use the Service. The Service is offered only to businesses, not to consumers.

1. The agreement

The “Agreement” consists of any order form signed by both parties (an “Order Form”), these Terms, the Data Processing Addendum when the parties have executed it, the Acceptable Use Policy, and any usage or billing terms referenced in the Order Form. If they conflict, the following order applies: (a) the Order Form, (b) the Data Processing Addendum, for the processing of personal data, (c) these Terms, (d) the Acceptable Use Policy, and (e) other referenced terms.

A purchase order or other Customer document does not add to or change the Agreement, even if we accept or sign it, unless both parties sign an amendment that expressly says so.

2. Early access

The Service is in early access. Features may be incomplete, may change or be removed, and may not perform as documented. We may change the Service at any time. If a change materially reduces the core functionality of a paid subscription, we will give you notice, and you may terminate the affected subscription and receive a refund of prepaid fees for the remaining term.

Features labeled as beta, preview, or evaluation, and any Service provided at no charge, are provided as is, without any warranty, support, or availability commitment, and may be discontinued at any time.

3. Use of the Service

Subject to the Agreement and payment of applicable fees, we grant you a non-exclusive, non-transferable right during the subscription term to use the Service for your internal business purposes, and to allow your employees and contractors (“Authorized Users”) to do so on your behalf.

You may use the Service only on endpoints that you own, manage, or are otherwise authorized to administer. You are responsible for:

You will not, and will not allow others to: (a) use the Service in violation of the Acceptable Use Policy or applicable law; (b) sell, resell, sublicense, or provide the Service to third parties, including as a managed service, unless an Order Form expressly permits it; (c) copy, modify, or create derivative works of the Service; (d) reverse engineer, decompile, or attempt to obtain the source code of the Service, except to the extent applicable law expressly permits despite this restriction; (e) access the Service to build a competing product; or (f) circumvent usage limits, security controls, or technical restrictions.

4. Endpoint software

You may install the Superendpoint endpoint software and desktop app on authorized macOS and Windows devices during the subscription term. The software runs with elevated privileges. It collects device state, carries out administrative actions that you or your configured automation authorize, communicates with the hosted Service, and updates itself through signed releases.

You must not disable its security controls, extract its credentials or certificates, remove ownership notices, or use it to administer a device without authority. When a subscription ends or an endpoint is retired, you are responsible for uninstalling the software using the documented procedures.

5. AI features

The Service includes an AI assistant that answers questions from administrators and employees and, where you allow it, can start fixes. Answers are generated by machine learning models, may be inaccurate or incomplete, and should be reviewed before you rely on them. You control whether the assistant may start fixes and which fixes require approval. You are responsible for decisions you make, and actions you authorize, based on the assistant’s output.

To answer questions, the Service sends prompts and relevant Customer Data to third-party language model providers. We do not permit those providers to use Customer Data to train their models.

6. Customer Data

“Customer Data” means data that you or your Authorized Users submit to the Service, and data the Service collects from your endpoints on your behalf. As between the parties, you own Customer Data.

You grant us a worldwide, non-exclusive, limited right to host, copy, process, transmit, and display Customer Data as needed to provide, secure, and support the Service, to prevent or address technical, security, or abuse issues, and to comply with law. We will not sell Customer Data or use it for advertising. We may use aggregated and de-identified data about use of the Service, which does not identify you or any person, to operate and improve the Service.

You represent that you have all rights, notices, and consents needed to provide Customer Data to us and to issue the instructions you give through the Service. We may decline or pause an instruction that appears unauthorized, unlawful, unsafe, or outside the Service’s supported controls.

Subprocessors. We use third-party subprocessors to host and operate the Service, and each is bound by written terms to protect Customer Data. Our current subprocessor list is available on request from privacy@superendpoint.com. We will notify account owners at least 30 days before a new subprocessor begins processing Customer Data, except where a shorter period is needed to address an urgent security or availability issue. If you have a reasonable data protection objection, tell us within that period. We will work with you in good faith to resolve it, and if we cannot, you may terminate the affected subscription and receive a refund of prepaid fees for its remaining term.

Our Privacy Policy describes how we handle personal information. The Data Processing Addendum, when executed, governs our processing of personal data on your behalf.

7. Security and regulated data

We maintain administrative, technical, and physical safeguards appropriate to the Service and the Customer Data we process. These include tenant-scoped authorization, encryption in transit, per-device credentials, separation of production and development environments, audit logging, and backup and recovery practices.

The Service is hosted in the United States. It is not designed for, and you must not use it to store or process, protected health information, payment card data, government-classified or similarly regulated data, or data subject to non-U.S. data residency requirements, unless both parties sign an amendment that expressly permits it.

8. Fees, billing, and taxes

You will pay the fees stated in your Order Form or at checkout. Unless your Order Form says otherwise, fees are due within 30 days of the invoice date, are in U.S. dollars, and are non-refundable except as these Terms expressly provide. Usage-based fees, including fees per endpoint day, are measured as described in your Order Form or referenced billing terms. An enrolled endpoint remains billable until an administrator retires it, even if it is offline.

If you pay through our payment processor, you authorize recurring charges for the fees disclosed at checkout or in your Order Form and must keep your billing information current.

Fees exclude taxes. You are responsible for all sales, use, value-added, withholding, and similar taxes on your purchases, except taxes on our net income. If you believe an invoice is incorrect, you must tell us in writing within 30 days of the invoice date. We will work with you in good faith to resolve the dispute, and undisputed amounts remain due.

If an undisputed invoice is overdue, we will notify you. If it remains unpaid 14 days after that notice, we may restrict the Service as described in Section 9.

9. Term, suspension, and termination

The Agreement begins when you first accept these Terms or sign an Order Form, and it continues until all subscriptions have ended. Each subscription runs for the term stated in its Order Form. Unless the Order Form says otherwise, a subscription renews for successive periods equal to its initial term, but no longer than one year, unless either party gives notice of non-renewal at least 30 days before the end of the current term.

Either party may terminate the Agreement or an affected subscription if the other party materially breaches the Agreement and does not cure the breach within 30 days after written notice. Either party may also terminate if the other becomes subject to insolvency, receivership, or bankruptcy proceedings that are not dismissed within 60 days.

We may suspend affected access immediately when reasonably necessary to contain a security incident, prevent harm to the Service or other customers, stop a violation of the Acceptable Use Policy, or comply with law. We may also suspend access for non-payment under Section 8. We will limit the suspension to what is reasonably necessary, give notice when we can, and restore access when the cause is resolved.

During any restriction or suspension, and for 30 days after termination, you will keep the access you need to export Customer Data, uninstall the endpoint software safely, revoke credentials and certificates, settle billing, and contain an active security incident. After that period, we will delete Customer Data as described in our Privacy Policy, unless law requires us to retain it.

If you terminate for our uncured breach, or if we terminate a subscription for convenience where an Order Form permits it, we will refund prepaid fees for the remaining term. If we terminate for your uncured breach, you will pay any unpaid fees for the remainder of the term. The following sections survive termination: 3 (restrictions), 6, 8 (accrued fees), 9, 10, and 12 through 15.

10. Confidentiality

“Confidential Information” means non-public business, technical, security, or commercial information that one party (the “Discloser”) discloses to the other (the “Recipient”) and that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is your Confidential Information. Confidential Information does not include information that (a) is or becomes public through no fault of the Recipient, (b) the Recipient already knew without a duty of confidentiality, (c) the Recipient lawfully receives from a third party without restriction, or (d) the Recipient develops independently without using the Discloser’s information.

The Recipient will use the Discloser’s Confidential Information only to perform under or exercise its rights under the Agreement. It will protect that information with at least reasonable care and disclose it only to its employees, contractors, advisers, and subprocessors who need to know it and are bound by confidentiality obligations at least as protective as these. If the law requires the Recipient to disclose Confidential Information, it will, where legally permitted, give the Discloser prompt notice and reasonable cooperation to seek protection, and it will disclose only what the law requires.

These obligations continue for three years after the Agreement ends. For trade secrets and Customer Data, they continue for as long as the information remains confidential.

11. Ownership and feedback

We and our licensors own the Service, the endpoint software, documentation, and all improvements to them, including all intellectual property rights. Except for the rights expressly granted in the Agreement, no rights are granted to you.

If you give us suggestions or feedback about the Service, we may use it without restriction or obligation to you. Doing so does not grant us any right to your Confidential Information or Customer Data.

The Service relies on third-party infrastructure and services. Your use of any third-party product that you connect to the Service is governed by that third party’s terms.

12. Warranties and disclaimers

Each party warrants that it has the authority to enter into the Agreement. We warrant that, during a paid subscription term, the Service will perform materially as described in its documentation. If it does not, and you tell us in writing within 30 days of first noticing the problem, we will use commercially reasonable efforts to correct the nonconformity. If we cannot do so within 30 days of your notice, either party may terminate the affected subscription, and we will refund prepaid fees for the remainder of its term. This is your sole and exclusive remedy for a breach of this warranty.

Any availability target we publish or discuss, including a 99.9 percent monthly target, is an internal objective and not a contractual service level, unless an Order Form expressly provides a service level and service credits.

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICE, THE ENDPOINT SOFTWARE, AI OUTPUT, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUPERENDPOINT DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY FIX OR ACTION WILL SUCCEED ON EVERY DEVICE, OR THAT THE SERVICE WILL MEET ANY PARTICULAR COMPLIANCE OR REGULATORY REQUIREMENT.

13. Indemnification

By us. We will defend you against any third-party claim alleging that the Service, as we provide it, infringes or misappropriates that third party’s U.S. patent, copyright, trademark, or trade secret, and we will pay the damages and costs finally awarded against you, or agreed in a settlement that we approve. If such a claim occurs or seems likely, we may, at our option, (a) obtain the right for you to keep using the Service, (b) modify the Service so it does not infringe, or (c) terminate the affected subscription and refund prepaid fees for its remaining term. We have no obligation for claims arising from Customer Data, from your modifications or combinations of the Service with items we did not provide, from use in breach of the Agreement, or from free or beta features.

By you. You will defend us against any third-party claim arising from (a) Customer Data, (b) your use of the Service to access, monitor, or administer a device or account without authority, or (c) your violation of the Acceptable Use Policy or applicable law. You will pay the damages and costs finally awarded against us, or agreed in a settlement that you approve.

Procedure. The party seeking defense must notify the other party promptly of the claim, give it sole control of the defense and settlement, and provide reasonable cooperation at the defending party’s expense. The defending party may not settle a claim in a way that imposes an obligation or admission on the other party without that party’s written consent, which it will not unreasonably withhold. This Section 13 states each party’s entire liability, and the other party’s exclusive remedy, for third-party claims of the kinds it covers.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, OR ANY BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID AND PAYABLE BY CUSTOMER UNDER THE AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY AND (B) ONE HUNDRED U.S. DOLLARS (US$100).

These exclusions and limits do not apply to (a) a party’s defense and payment obligations under Section 13, (b) a party’s breach of Section 10, excluding breaches relating to Customer Data, which remain subject to the limits above, (c) your obligation to pay fees, (d) your breach of Section 3 or the Acceptable Use Policy, or (e) liability that cannot be limited under applicable law, including for fraud, gross negligence, or willful misconduct.

15. General

Governing law and venue. The Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Each party consents to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco County, California, for any dispute arising out of or relating to the Agreement. Either party may, however, seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

Notices. We may give you notices by email to the account owner or the contacts in your Order Form, or through the Service. You must send legal notices to legal@superendpoint.com. A notice sent by email is effective when sent, unless the sender receives a delivery failure.

Changes to these Terms. We may update these Terms. If a change is material, we will give at least 30 days’ notice by email or through the Service before it takes effect. Changes do not apply retroactively. If you object to a material change, you may terminate the affected subscription before the change takes effect and receive a refund of prepaid fees for its remaining term. Terms negotiated in a signed Order Form are not changed by updates to these Terms.

Assignment. Neither party may assign the Agreement without the other party’s prior written consent, except that either party may assign it without consent to a successor in a merger, acquisition, or sale of all or substantially all of its relevant assets, if the successor is not a direct competitor of the other party. Any other attempted assignment is void.

Force majeure. Neither party is liable for a delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor actions, government actions, widespread internet or utility failures, or failures of third-party hosting providers that are not caused by the affected party.

Publicity. Neither party will use the other’s name or logo publicly without its prior written consent, except that we may identify you as a customer in confidential discussions with prospective investors, acquirers, and advisers.

Export and sanctions. Each party will comply with U.S. export control and sanctions laws. You represent that you are not located in, and will not use the Service from or on behalf of, any country or person subject to comprehensive U.S. sanctions.

Independent contractors. The parties are independent contractors. The Agreement creates no partnership, joint venture, employment, or agency relationship, and no third-party beneficiaries.

Entire agreement. The Agreement is the parties’ entire agreement on its subject and supersedes all prior proposals, discussions, and agreements about it. Except as Section 15 permits, an amendment or waiver must be in writing and signed by both parties. A failure or delay in enforcing a provision is not a waiver. If a provision is held unenforceable, it will be enforced to the maximum extent permitted, and the rest of the Agreement remains in effect. The Agreement may be signed electronically and in counterparts.

Contact. SUPERENDPOINT LLC, legal@superendpoint.com.