Hosted service

Terms of Service

Effective August 17, 2026.

BY CLICKING "I ACCEPT," CREATING A WORKSPACE, INSTALLING THE SDK AGAINST THE HOSTED SERVICE, OR OTHERWISE ACCESSING OR USING THE SERVICES PROVIDED OR OTHERWISE MADE AVAILABLE BY PIONEER SQUARE LABS, INC. D/B/A METERGRAPH ("METERGRAPH," "PSL," "WE," OR "US"), YOU ("CUSTOMER" OR "YOU") AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR ACCESS TO OR USE OF THE SERVICES, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING PSL'S PRIVACY POLICY (AVAILABLE AT https://www.psl.com/legal) AND METERGRAPH'S HOSTED PRIVACY AND RETENTION & DELETION NOTICES (TOGETHER, THIS "AGREEMENT"). IF CUSTOMER DOES NOT AGREE TO THE TERMS AND CONDITIONS IN THIS AGREEMENT, CUSTOMER DOES NOT HAVE METERGRAPH'S PERMISSION TO ACCESS OR USE THE SERVICES. CUSTOMER'S USE OF THE SERVICES, AND METERGRAPH'S MAKING AVAILABLE THE SERVICES TO CUSTOMER, CONSTITUTES AN AGREEMENT BY METERGRAPH AND BY CUSTOMER TO BE BOUND BY THIS AGREEMENT. THE EFFECTIVE DATE OF THIS AGREEMENT IS THE DATE THAT YOU ACCEPT OR AGREE TO THIS AGREEMENT BY CLICKING "I ACCEPT" OR BY ACCESSING OR USING THE SERVICES ("EFFECTIVE DATE"). If Customer is an entity, organization, or company, then: (a) the individual accepting this Agreement on Customer's behalf represents and warrants that they have authority to bind Customer to this Agreement; (b) Customer agrees to be bound by this Agreement; and (c) the terms "Customer" and "you" shall refer to such entity.

1. Services Overview

Metergraph is a project owned and operated by Pioneer Square Labs, Inc. Metergraph provides a software development kit and related capture components (the "SDK"), an ingestion API, and a hosted console and API (together with the Documentation and any related support, the "Services") that record metadata and, where enabled, the request and response content of Customer's calls to large language models ("Traces"), attribute cost and usage across Customer's code, build benchmarks from Traces, and, on applicable plans, run automated evaluations and generate optimization recommendations, reports, and other outputs (collectively, "Outputs") using artificial intelligence and integrations with third-party applications used by Customer. Metergraph collects Traces asynchronously and does not sit in Customer's live inference request path.

2. Definitions

2.1. "Aggregated Data" means Customer Data that has been deidentified or aggregated with other data such that the resulting data no longer reasonably identifies Customer or a specific individual.

2.2. "Call" means one captured LLM request/response pair recorded by the SDK or exported to the Services from Customer's gateway or other tooling, as further described on the pricing page.

2.3. "Customer Data" means any data, files, documents, text, images, information, or other materials that: (a) Customer (including its users) submits to the Services, including Traces, prompts, completions, tool calls, tool results, and cost and usage metadata captured by the SDK or imported from Third-Party Platforms, or is otherwise provided by or on behalf of Customer to Metergraph in connection with the Services; and (b) is processed by Metergraph to provide the Services to Customer. For clarity, Customer Data includes any Outputs the Services generate for Customer.

2.4. "Documentation" means Metergraph-provided user documentation, in all forms, relating to the Services (e.g., the online docs, contracts, and help content published at metergraph.dev).

2.5. "LLM" means any third-party or first-party large language model that is used by Metergraph to provide the Services and generate the Outputs.

2.6. "Permitted Users" means Customer's employees, contractors, and agents who are expressly authorized by Customer to use the Services, including members Customer invites to its workspace.

2.7. "Plan" means the service tier Customer has selected (currently Free, Growth, or Scale), together with the included allowances, features, and overage rates published on the pricing page at the time of Customer's order.

2.8. "Third-Party Platform" means any third-party platform, website, add-on, service, or product not provided by Metergraph that Customer elects to integrate or enable for use with the Services, including any LLM or LLM provider, LLM gateway or proxy, cloud provider, source-control host, or coding agent.

2.9. "Usage Data" means information generated from the use of the Services, which data does not identify Customer's users, any other natural human persons, or Customer, such as technical logs, performance data, model and pricing statistics, and learnings about Customer's use of the Services, but excluding any identifiable Customer Data.

3. Use of the Services

3.1. Use of the Services. Subject to the terms and conditions of this Agreement, Metergraph grants to Customer a limited, worldwide, non-exclusive, non-transferable (except as permitted in Section 12.3 (Assignability)) right during the term of this Agreement to use the Services by the Permitted Users solely in connection with Customer's internal business operations. As part of the Services, Metergraph may make certain downloadable code (including the SDK, capture packages, plug-ins, MCP servers, or similar code) available to Customer ("Extension"). To the extent an Extension is distributed under an open-source license, that license governs Customer's use of that Extension (see Section 3.8 (Open-Source Components)). For any Extension not so licensed, and subject to Customer's compliance with the terms and conditions of this Agreement, Metergraph grants Customer a non-exclusive, worldwide, non-transferable, non-sublicensable license to install and use the Extension in object code form on systems that Customer owns or controls, solely to use the Services.

3.2. Use of the Documentation. Subject to the terms and conditions of this Agreement, Metergraph grants to Customer a limited, worldwide, non-exclusive, non-transferable (except as permitted in Section 12.3 (Assignability)) license, without right of sublicense, during the term of this Agreement to reproduce, without modification, and internally use a reasonable number of copies of the Documentation solely in connection with use of the Services in accordance with this Agreement.

3.3. Support Services. Metergraph may, in its discretion, provide support to Customer in connection with its use of the Services. Customer may contact Metergraph at studio-legal@psl.com or through the contact methods published in the Documentation if Customer experiences any issue with respect to the Services. Except as expressly stated in this Agreement or in a separate written agreement, Metergraph is under no obligation to support or maintain the Services or to provide any updates, upgrades, or other technical support to Customer with respect to the Services or Customer's Customer Data.

3.4. Use Restrictions. Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, Customer will not, and will not permit or authorize third parties to: (a) rent, lease, resell, or otherwise permit third parties to use the Services or Documentation; (b) transmit any viruses or other harmful materials to the Services; (c) take any action that risks harm to others or to the security, availability, or integrity of the Services, including attempting to disrupt the Services, evade rate limits, safety limits, or other security controls, or access another customer's workspace; (d) modify or create derivative works of the Services or Documentation or copy any element of the Services or Documentation, except as permitted by an applicable open-source license; (e) use the Services to develop a competitive service; (f) circumvent or disable any security or other technological features or measures of the Services; or (g) submit to the Services any Customer Data that Customer does not have the right to submit, that violates applicable law or third-party rights, or that includes protected health information, payment card data, or other specially regulated data unless Metergraph has agreed in writing to receive it; or (h) use the Services or any Output in connection with any activity where failure or inaccuracy could lead to death, personal injury, or severe physical, environmental, or financial harm (including medical, safety, life-support, weapons, or critical-infrastructure applications).

3.5. Compliance with Laws. Customer will use the Services and Documentation in compliance with all applicable laws and regulations, and refrain from any unethical conduct or any other conduct that tends to damage the reputation of Metergraph, PSL, or the Services.

3.6. Protection against Unauthorized Use. Customer is responsible for maintaining the confidentiality of its workspace credentials, ingest keys, and other API keys, and for all activity under them. The SDK's removal of provider credentials, authorization values, and similar headers is a best-effort convenience only; Customer remains solely responsible for ensuring that secrets, credentials, and other data Customer does not wish Metergraph to receive are not sent to the Services. Customer will use its best efforts to prevent any unauthorized use of the Services and Documentation and immediately notify Metergraph in writing of any unauthorized use that comes to Customer's attention. If there is unauthorized use by anyone who obtained access to the Services directly or indirectly through Customer, Customer will take all steps reasonably necessary to terminate the unauthorized use. Customer will cooperate and assist with any actions taken by Metergraph to prevent or terminate unauthorized use of the Services or Documentation.

3.7. Plans, Allowances, and Limits. Each Plan includes the monthly Call allowance and features published on the pricing page; usage above an included allowance is billed at the published overage rate or, on the Free Plan, may be throttled or rejected. Automated evaluations and validated optimization recommendations are features of paid self-serve Plans. Managed optimization services, VPC or on-premises deployment, single sign-on, and any other Scale features, as well as any external actions Metergraph takes on Customer's behalf (such as opening pull requests), require a separate written agreement and are not included in free or self-serve access. Regardless of Plan, request-size, abuse-prevention, safety, and platform circuit-breaker limits apply, and Metergraph may modify such limits from time to time to protect the Services. Metergraph may modify, suspend, or discontinue any feature or component of the Services (including any allowance, integration, model, or benchmark) at any time; where practicable Metergraph will provide reasonable notice of material changes to paid Plans. Metergraph may offer features identified as alpha, beta, preview, early access, or design-partner ("Preview Features"); Preview Features are provided for evaluation only, may be changed or withdrawn at any time, and are excluded from any warranty, indemnity, support, or service commitment.

3.8. Open-Source Components. Portions of the SDK and a self-hostable server are published by Metergraph as open-source software (currently at github.com/PioneerSquareLabs/metergraph). Those components are licensed to Customer under the open-source license that accompanies them, not this Agreement, and this Agreement does not restrict rights granted by that license. This Agreement governs Customer's use of the hosted Services; running the open-source server on Customer's own infrastructure is not use of the hosted Services and is provided without warranty or support except as stated in the applicable open-source license.

3.9. Reservation of Rights. Metergraph grants to Customer a limited right to use the Services and Documentation under this Agreement. Customer will not have any rights to the Services or Documentation except as expressly granted in this Agreement. Metergraph reserves to itself all rights to the Services and Documentation not expressly granted to Customer in accordance with this Agreement.

4. Customer Data

4.1. Use of Customer Data. Customer grants Metergraph a non-exclusive, worldwide license (with the right to sublicense to Third-Party Platforms and LLMs) to use, copy, store, disclose, transmit, transfer, publicly display, modify, and create derivative works from Customer Data to: (a) provide, improve, and enhance the Services; (b) derive or generate Usage Data; (c) create and compile Aggregated Data; and (d) as otherwise required by applicable law or as agreed to in writing between the parties. For clarity, by using the Services, you hereby grant a license to Metergraph to transfer, transmit, distribute, or otherwise make available Customer Data to LLMs and, as applicable, the providers of such LLMs, in accordance with this Agreement, including to run evaluations and generate Outputs. Metergraph's handling of Traces, including what the SDK captures by default and how Customer can disable content capture, is described in the Hosted Privacy and Retention & Deletion notices.

4.2. Usage Data; Aggregated Data. Metergraph may collect, generate, access, use, disclose, transmit, store, host, or otherwise process Usage Data and Aggregated Data for any legally permitted purpose, such as to: (a) track use of the Services; (b) provide support for the Services; (c) monitor the performance and stability of the Services; (d) prevent or address technical issues with the Services; (e) improve the Services and its other products and services, including the algorithms, models, benchmarks, pricing data, and other content available on or through the Services; and (f) develop new products and services. Customer will not interfere with the collection of Usage Data.

4.3. Feedback. If Customer provides Metergraph with recommendations, suggestions, or other feedback relating to the Services, or any other Metergraph or PSL products or services ("Feedback"), Customer hereby grants Metergraph an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to freely use, disclose, reproduce, license, distribute, and otherwise exploit the Feedback in any manner and for any purpose, including to improve the Services and to commercialize the Feedback in any Metergraph product, technology, service, specification, or other documentation. Metergraph will have no obligation to provide Customer with attribution or compensation for any Feedback provided to Metergraph.

4.4. Third-Party Platforms. Metergraph may make available one or more integrations through the Services that enable Customer to import or export information to or from Customer's account on a Third-Party Platform, including LLM providers, gateways, and source-control hosts, as may be updated by Metergraph from time to time. Metergraph may enable Customer to import or export such information, including Customer Data, by linking Customer's account on the Services with an account on the Third-Party Platform. If Customer directs Metergraph to transmit data to, or receive data from, a Third-Party Platform on Customer's behalf (including by installing the SDK, exporting from a gateway, or enabling the applicable integration in the settings of the Services), then Customer authorizes Metergraph to collect, access, use, disclose, transfer, transmit, store, or otherwise process ("Process") any such data (including Customer Data) in connection with the applicable integration, in a manner consistent with the functionality of the Services requested by Customer and the permissions granted to Metergraph by the relevant integration. Use of Third-Party Platforms is subject to Customer's agreement with the relevant provider and not this Agreement. Metergraph does not control and has no liability for any Third-Party Platform, including their security, functionality, operation, availability, pricing, or interoperability with the Services or how the Third-Party Platforms, including any LLMs, or their providers, use Customer Data.

4.5. LLMs; Outputs. Metergraph uses LLMs to provide certain Services and generate Outputs, including evaluations and optimization recommendations. Before using the Services, Customer should review and ensure it complies with the acceptable use policies of the LLMs used to provide the Services, which Metergraph will identify to Customer upon Customer's request. Customer is responsible for its compliance with such policies, and Metergraph has no responsibility for any interruptions to the Services caused by Customer's violation of such policies. Metergraph may suspend or terminate Customer's use of all or part of the Services if Metergraph becomes aware that Customer is violating any such policy. Customer acknowledges and agrees that Metergraph is not responsible for any output, content, or other materials generated or produced by the LLMs. Outputs, including cost estimates, benchmarks, evaluation scores, and recommendations, are generated through automated and machine learning processes and are not tested, verified, endorsed, or guaranteed to be accurate, complete, or current by Metergraph. Customer should independently review and verify all Outputs as to appropriateness for any or all Customer use cases before acting on them, and Customer is solely responsible for any changes Customer chooses to deploy to its own systems and for any resulting effect on Customer's products, quality, costs, or third-party charges. Cost, token, and spend figures shown in the Services are estimates derived from Customer-supplied metadata and published pricing, may be inaccurate or out of date, and are not billing records; Customer's actual charges are determined solely by Customer's agreements with its LLM and infrastructure providers. Outputs are informational only and do not constitute engineering, financial, legal, or other professional advice.

4.6. Customer Obligations. By installing the SDK, exporting Traces, or enabling an integration with a Third-Party Platform on the Services, Customer represents and warrants that Customer has the necessary licenses, rights, consents, and permissions to authorize Metergraph to access Customer's Customer Data on such Third-Party Platform and exercise the licenses granted by Customer in this Agreement in the manner contemplated by Metergraph, the Services, and this Agreement. Customer will be responsible for enabling Metergraph to access and use each item of Customer Data, including to the extent they are stored on a Third-Party Platform. Customer retains responsibility for its contractual obligations with respect to Customer Data, including Metergraph's access to the materials on a Third-Party Platform. Customer is responsible for its Customer Data, including its content and accuracy, and for configuring content capture, scrubbing, and opt-outs appropriately for the sensitivity of the data its applications process. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Metergraph to process and use the Customer Data as set forth in this Agreement without violating or infringing applicable laws, third-party rights, or terms or policies that apply to the Customer Data.

5. Fees and Payment

5.1. Fees. Fees for the Services will be identified by Metergraph at the time that Customer orders or signs up for a Plan, including on the pricing page ("Fees"). Before paying any Fees, Customer will have an opportunity to review and accept the Fees that Customer will be charged. Unless Metergraph has specified otherwise, all Fees will be paid in US dollars. Subscription Fees are billed in advance for each billing period and overage Fees are billed in arrears based on metered Calls. Any payment of Fees not made within 30 days from the date of the invoice will be considered a late payment, except that if Customer pays the overdue amount within a grace period of 10 days after the invoice due date, Customer will not be deemed to have breached this Agreement. All late payments will be subject to a service charge of 1.5% per month or the maximum amount allowed by law, whichever is less, and Customer will also be responsible for Fees or charges that are incidental to any chargeback or collection of any unpaid amount including any collection Fees. All Fees and other expenses are non-refundable. Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Customer's orders, whether domestic or foreign, other than Metergraph's income tax ("Taxes"). Fees are exclusive of all Taxes.

5.2. Authorization. Customer authorizes Metergraph to charge all sums for the orders that Customer makes and any Plan that Customer selects as described in this Agreement or published by Metergraph, including all applicable Taxes and overage Fees, to the payment method specified in Customer's account. If Customer pays any Fees with a credit card, then Metergraph may seek pre-authorization of Customer's credit card account prior to Customer's purchase to verify that the credit card is valid and has the necessary funds or credit available to cover the purchase. If Customer's payment method is no longer valid at the time a renewal Fee is due, then Metergraph reserves the right to downgrade Customer's workspace to the Free Plan or delete Customer's account and any information or Customer Data associated with such account without any liability to Customer. In order to process payments, Metergraph may use a third-party payment processor, and Customer's payments will be subject to that processor's privacy policy and terms of service, which Metergraph will identify at the time of purchase.

5.3. Pricing. Metergraph reserves the right to determine pricing for the Services. Metergraph will make current pricing information for the Services available to Customer in advance of Customer's order, and may change pricing for any renewal term of any order or for any new order at any time. Metergraph may make promotional, design-partner, or other offers with different features and different pricing to any of Metergraph's other customers. These offers, unless made to Customer, will not apply to Customer.

5.4. Renewal Fees. Fees for Renewal Terms (as defined below) are at Metergraph's then-current Fees at the time of such renewal regardless of any discounted pricing in a prior subscription or promotional offers previously extended to Customer.

5.5. Free Plan and Trials. Metergraph may offer limited access to the Services for free, including through the Free Plan or a trial of paid features (each, a "Free Trial"). During a Free Trial, certain features of the Services may not be available and Customer's use may be limited to a set number of Calls per month, a set retention period, or other limitations communicated on the pricing page or when Customer first accesses the Free Trial. Unless Metergraph has specified otherwise, a trial of paid features begins on the date that Customer first accesses it and ends when the stated period or allowance is exhausted. When a Free Trial ends, or when Free Plan retention limits are reached, Customer may lose access to any Customer Data that Customer (or its users) submitted to the Services. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, METERGRAPH PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR FREE TRIALS OR THE FREE PLAN, AND METERGRAPH'S LIABILITY FOR FREE TRIALS AND THE FREE PLAN WILL NOT EXCEED US $50.00.

6. Term and Termination

6.1. Term. The term of this Agreement commences on the Effective Date, will continue for an initial term equal to the duration of the subscription purchased by Customer upon sign up (or, for the Free Plan, until terminated) (the "Initial Term"), and will thereafter automatically renew for successive periods of equal length to the Initial Term (each, a "Renewal Term"), unless earlier terminated as expressly set forth in this Agreement (collectively, the "Term"). For monthly Plans, either party may terminate this Agreement effective at the end of the then-current billing period by providing notice to the other party (cancellation through the workspace settings, or written notice, being sufficient) before the date of any such automatic renewal; for annual or other Plans, either party may terminate by providing written notice to the other party 30 days prior to the date of any such automatic renewal. Metergraph may terminate or suspend the Free Plan at any time with reasonable notice.

6.2. Termination for Material Breach; Suspension. If either party fails to perform any of its material obligations under this Agreement, the other party may terminate this Agreement by giving 30 days prior written notice, provided that the matters set forth in such notice are not cured to the terminating party's reasonable satisfaction within the 30-day period. For clarity, any failure by Customer to timely pay to Metergraph any amounts owing under this Agreement will constitute a material breach of this Agreement. If Customer fails to timely pay any Fees, Metergraph may, without limitation to any of its other rights or remedies, suspend Customer's access to the Services until it receives all amounts due. Metergraph may also immediately suspend Customer's access to all or part of the Services if Metergraph reasonably believes Customer's use is abusive, unsafe, in violation of Section 3.4 (Use Restrictions), or threatens the security, availability, or integrity of the Services or other customers, and will use reasonable efforts to notify Customer and restore access once the issue is resolved.

6.3. Post-Termination Obligations. If this Agreement is terminated for any reason: (a) Customer will pay to Metergraph any Fees, compensation, or other amounts that have accrued prior to the effective date of the termination; and (b) any and all liabilities accrued prior to the effective date of the termination will survive. The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: 3.8 (Open-Source Components), 4.2 (Usage Data; Aggregated Data), 4.3 (Feedback), 6.3 (Post-Termination Obligations), 7.2 (Disclaimer), 9 (Limitations of Liability), 10 (Confidentiality), and 12 (General Terms). Metergraph may continue to access and use Customer Data for 90 days following expiration or termination of this Agreement for the purpose of compiling and creating Aggregated Data and deriving or generating Usage Data. It is Customer's sole responsibility to export or save copies of Customer Data prior to any expiration or termination of this Agreement. Metergraph has no obligation to make available to Customer copies of Customer Data upon expiration or termination of this Agreement. Promptly following the end of the 90 day period, or earlier upon a deletion request as described in the Retention & Deletion notice, Metergraph will delete or return all Customer Data including all copies, whether in physical or electronic format, except as required by law to be retained and except for residual copies in backups that age out in the ordinary course.

7. Warranties and Disclaimer

7.1. Mutual Warranties. Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party's execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

7.2. Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 7 (WARRANTIES AND DISCLAIMER), THE SERVICES, SDK, DOCUMENTATION, AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND METERGRAPH MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. METERGRAPH EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. METERGRAPH DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICES. METERGRAPH IS NOT LIABLE FOR ERRORS, OMISSIONS, OR MISTAKES IN CUSTOMER DATA OR CUSTOMER'S USE OF ANY OUTPUT PROVIDED BY THE SERVICES, INCLUDING ANY COST ESTIMATE, BENCHMARK, EVALUATION, OR RECOMMENDATION, AND ANY ERRORS, OMISSIONS, OR INACCURACIES IN SUCH INFORMATION. METERGRAPH DOES NOT WARRANT THAT THE SERVICES ARE ERROR-FREE OR THAT OPERATION OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED. METERGRAPH DOES NOT WARRANT THAT ANY OUTPUT, RECOMMENDATION, OR OPTIMIZATION WILL REDUCE CUSTOMER'S COSTS, PRESERVE QUALITY, OR PRODUCE ANY PARTICULAR RESULT, AND IS NOT RESPONSIBLE FOR ANY LOSS OF OR DAMAGE TO CUSTOMER DATA, ANY THIRD-PARTY CHARGES INCURRED BY CUSTOMER, OR ANY CONSEQUENCE OF CHANGES CUSTOMER MAKES TO ITS OWN SYSTEMS. METERGRAPH EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON THE CUSTOMER'S USE OF THE SERVICES.

8. Indemnification

8.1. Indemnification by Metergraph. Solely for Customers on a paid Plan in good standing, Metergraph will defend Customer from and against any third-party claim to the extent alleging that a Service as operated by Metergraph, when used by Customer as permitted under this Agreement, infringes or misappropriates a third party's U.S. patent, copyright, trademark, or trade secret, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer (including reasonable attorneys' fees) or agreed in a settlement by Metergraph resulting from the claim. In response to an actual or potential infringement or misappropriation claim or otherwise relating to violation of intellectual property rights, if required by settlement or injunction or as Metergraph determines necessary to avoid material liability, Metergraph may at its option: (a) procure rights for Customer's continued use of the Services; (b) replace or modify the allegedly infringing portion of the Services to avoid infringement or misappropriation without reducing the Service's overall functionality; or (c) terminate the Agreement and refund to Customer any pre-paid, unused Fees for the terminated portion of the Term. Metergraph's obligations in this Section 8.1 (Indemnification by Metergraph) do not apply: (a) to infringement or misappropriation resulting from Customer's modification of the Services or use of the Services in combination with items not provided by Metergraph (including Third-Party Platforms); (b) to infringement resulting from Services other than the most recent release; (c) to unauthorized use of the Services; (d) if Customer settles or makes any admissions about a claim without Metergraph's prior consent; (e) to open-source components governed by their own license; or (f) to the Free Plan, Free Trials, or other free or evaluation use of the Services.

8.2. Indemnification by Customer. Customer will defend Metergraph and PSL from any actual or threatened third-party claim arising out of or based upon Customer's use of the Services, Customer Data, Customer's breach of any of the provisions of this Agreement, or Customer's dispute with any Third-Party Platform (including any LLM). Customer will indemnify Metergraph against: (a) all damages, costs, and attorneys' fees finally awarded against Metergraph in any proceeding under this Section 8.2 (Indemnification by Customer); (b) all out-of-pocket costs (including reasonable attorneys' fees) reasonably incurred by Metergraph in connection with the defense of such proceeding (other than attorneys' fees and costs incurred without Customer's consent after Customer has accepted defense of such claim); and (c) if any proceeding arising under this Section 8.2 (Indemnification by Customer) is settled, Customer will pay any amounts to any third party agreed to by Customer in settlement of any such claims.

8.3. Procedure. The indemnifying party's obligations in this Section 8 (Indemnification) are subject to it receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party's expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party's prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Services, when Metergraph is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.

8.4. Exclusive Remedy. This Section 8 (Indemnification) sets out Customer's exclusive remedy and Metergraph's entire liability regarding infringement or misappropriation of third-party intellectual property rights.

9. Limitations of Liability

9.1. Disclaimer of Indirect Damages. EXCEPT FOR BREACHES OF SECTION 10 (CONFIDENTIALITY), BREACHES OF SECTION 3.4 (USE RESTRICTIONS), OR CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8.2 (INDEMNIFICATION BY CUSTOMER), NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, LOSS OR CORRUPTION OF DATA, COST OF SUBSTITUTE SERVICES, OR THIRD-PARTY LLM OR INFRASTRUCTURE CHARGES, EVEN IF SUCH PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

9.2. Cap on Liability. EXCEPT FOR BREACHES OF SECTION 10 (CONFIDENTIALITY), BREACHES OF SECTION 3.4 (USE RESTRICTIONS), OR CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8.2 (INDEMNIFICATION BY CUSTOMER), NEITHER PARTY'S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, WILL EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO METERGRAPH DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION), OR, FOR THE FREE PLAN AND FREE TRIALS, US $50.00.

9.3. Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY METERGRAPH TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 9 (LIMITATIONS OF LIABILITY) WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

10. Confidentiality

10.1. Definition. "Confidential Information" means any trade secrets or other information of a party, whether of a technical, business, or other nature (including information relating to a party's technology, software, products, services, designs, methodologies, business plans, finances, marketing plans, customers, prospects, or other affairs), that is disclosed to a party during the term of this Agreement and that such party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party. Customer Data, including prompts, completions, and Traces, is the Confidential Information of Customer. Confidential Information does not include any information that: (a) was known to the receiving party prior to receiving the same from the disclosing party in connection with this Agreement; (b) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party; (c) is acquired by the receiving party from another source without restriction as to use or disclosure; or (d) is or becomes part of the public domain through no fault or action of the receiving party. Usage Data and Aggregated Data are the Confidential Information of Metergraph.

10.2. Restricted Use and Nondisclosure. During and after the term of this Agreement, each party will: (a) use the other party's Confidential Information only to fulfill its obligations and exercise its rights under this Agreement; (b) not disclose the other party's Confidential Information to a third party unless the third party must access the Confidential Information to perform in accordance with this Agreement; and (c) maintain the secrecy of, and protect from unauthorized use and disclosure, the other party's Confidential Information to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.

10.3. Required Disclosure. If either party is required by law to disclose the Confidential Information or the terms of this Agreement, the disclosing party must give prompt written notice of such requirement before such disclosure, to the extent permitted by law, and assist the non-disclosing party in obtaining an order protecting the Confidential Information from public disclosure.

10.4. Return of Materials. Upon the termination or expiration of this Agreement, or upon earlier request, each party will deliver to the other or destroy all Confidential Information that it may have in its possession or control. Notwithstanding the foregoing, neither party will be required to return materials that it must retain in order to receive the benefits of this Agreement or properly perform in accordance with this Agreement, and Metergraph may retain Customer Data as described in Section 6.3 (Post-Termination Obligations) and the Retention & Deletion notice.

11. Privacy

11.1. Privacy Policy. Metergraph is owned and operated by Pioneer Square Labs, Inc. PSL's Privacy Policy, available at https://www.psl.com/legal, describes how PSL collects, uses, and shares personal information and is incorporated into this Agreement by reference. Metergraph's Hosted Privacy and Retention & Deletion notices describe additional, service-specific handling of Traces and account data; if they conflict with the PSL Privacy Policy with respect to the hosted Services, the more specific Metergraph notice controls.

11.2. Personal Data in Customer Data. Customer is responsible for determining whether Customer Data it sends to the Services contains personal data and for configuring the SDK, content capture, and opt-outs accordingly. To the extent Metergraph processes personal data contained in Customer Data on Customer's behalf and applicable law requires additional terms (such as a data processing agreement), the parties will enter into such terms as a separate written agreement, and Metergraph will process such personal data only as instructed by this Agreement and Customer's configuration of the Services.

12. General Terms

12.1. Modification. Metergraph may revise this Agreement from time to time with reasonable notice to Customer (email or posting on Metergraph's website being sufficient). Revisions will be effective immediately except that, for existing users, material revisions will be effective upon the start of Customer's next Renewal Term. We may require that Customer accept the revised Agreement in order to continue to use the Services. If you do not agree to the revised Agreement, then you should discontinue your use of the Services. Except as expressly permitted in this Section 12.1 (Modification), this Agreement may be amended only by a written agreement signed by authorized representatives of the parties to this Agreement.

12.2. Relationship. Metergraph will be and act as an independent contractor (and not as the agent or representative of Customer) in the performance of this Agreement. This Agreement will not be interpreted or construed as: (a) creating or evidencing any association, joint venture, partnership, or franchise between the parties; (b) imposing any partnership or franchise obligation or liability on either party; or (c) prohibiting or restricting Metergraph's performance of any services for any third party or the provision of products to any third party. Customer must not represent to anyone that Customer is an agent of Metergraph or is otherwise authorized to bind or commit Metergraph in any way without Metergraph's prior authorization.

12.3. Assignability. Metergraph may assign this Agreement and all rights granted under this Agreement at any time without notice or consent, including to an affiliate of PSL or to a successor entity that operates the Services. Customer may not assign its rights, duties, or obligations under this Agreement without Metergraph's prior written consent. If consent is given, this Agreement will bind Customer's successors and assigns. Any attempt by Customer to transfer its rights, duties, or obligations under this Agreement except as expressly provided in this Agreement is void.

12.4. Subcontractors. Metergraph may utilize a subcontractor or other third party (including cloud infrastructure and LLM providers) to perform its duties under this Agreement so long as Metergraph remains responsible for all of its obligations under this Agreement.

12.5. Reference. Subject to Section 10 (Confidentiality), Customer hereby grants Metergraph a right to use Customer's name and logo on Metergraph's website and in marketing and advertising materials, subject to compliance with Customer's brand guidelines or other specifications regarding logo usage. Customer may revoke this right at any time by written notice to Metergraph.

12.6. Notices. The Services are offered by Pioneer Square Labs, Inc., d/b/a Metergraph, located at 240 2nd Avenue South, Suite 300, Seattle, Washington 98104. Customer may contact Metergraph by sending correspondence to that address or by emailing Metergraph at studio-legal@psl.com. Metergraph may send all notices to Customer at the email or other contact information provided by Customer when signing up for the Services.

12.7. Force Majeure. Metergraph will not be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond Metergraph's reasonable control (including outages of Third-Party Platforms, LLM providers, or cloud infrastructure), so long as Metergraph uses commercially reasonable efforts to avoid or remove such causes of non-performance.

12.8. Governing Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Washington, without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the federal, state, and local courts in King County, Washington in connection with any action arising out of or in connection with this Agreement.

12.9. Commencing Legal Action. An action for breach of this Agreement or any other action otherwise arising out of this Agreement must be commenced within one year from the date the right, claim, demand, or cause of action first occurs or be barred forever.

12.10. Waiver. The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party's right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.

12.11. Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the use of the Services under this Agreement is found to be illegal, unenforceable, or invalid, Customer's right to use the Services will immediately terminate.

12.12. Export and Sanctions. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions, and is not a person on any U.S. government restricted-party list. Customer will comply with all applicable export control and sanctions laws in its use of the Services.

12.13. Entire Agreement. This Agreement, together with any separate written agreement for Scale, managed, or enterprise Services, is the final and complete expression of the agreement between these parties regarding Customer's use of the Services. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement. In the event of a conflict between this Agreement and a separate written agreement signed by both parties, the separate written agreement controls. No employee, agent, or other representative of Metergraph has any authority to bind Metergraph with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement.

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