Terms of Service
Last updated: March 2026
These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "Customer") and ANDYL Inc., a Delaware corporation ("ANDYL," "we," "us," or "our"). These Terms govern your access to and use of our website at andyl.com (the "Site"), our software products and services, including Vector, Orbital, ANDYL_IX, and ANDYL_OS (collectively, the "Products"), and any related documentation, APIs, SDKs, and support services (together with the Site and Products, the "Services").
Acceptance of Terms
By accessing our Site, creating an account, downloading or using any of our Products, or integrating any ANDYL SDK into your applications, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" and "Customer" refer to that entity.
If you do not agree to these Terms, you must not access or use any of our Services.
These Terms apply unless you have entered into a separate written agreement with ANDYL that expressly supersedes these Terms. In the event of a conflict between these Terms and any such separate agreement, the separate agreement will control.
Services
ANDYL provides networking infrastructure software, including client SDKs (Vector), network control planes (Orbital), a programming language (ANDYL_IX), and a lightweight operating system (ANDYL_OS). Our Services are designed for integration into Customer applications and systems across a range of use cases, including but not limited to remote connectivity, distributed infrastructure management, and networked device communication.
We may update, modify, or discontinue any aspect of the Services at any time. We will use commercially reasonable efforts to provide advance notice of material changes that affect your use of the Services. Certain features or Products may be subject to additional terms or documentation, which are incorporated into these Terms by reference.
Free tiers, trials, or beta features may be offered at our sole discretion and may be modified or terminated at any time without notice. Beta features are provided "as is" and may not be covered by our standard support or warranty provisions.
Accounts and Access
To access certain Services, you may be required to create an account and provide accurate, complete, and current registration information. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.
You agree to notify us promptly at legal@andyl.com if you become aware of any unauthorized access to or use of your account. ANDYL will not be liable for any loss or damage arising from your failure to safeguard your account credentials.
You may authorize employees, contractors, or agents to access the Services on your behalf, provided that you remain fully responsible for their compliance with these Terms. Access credentials are not transferable and may not be shared across individuals unless the applicable service plan expressly permits it.
Acceptable Use
You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to: use the Services in any manner that violates any applicable law or regulation, including export control and sanctions laws; reverse engineer, decompile, or disassemble any Product, except to the extent expressly permitted by applicable law; interfere with or disrupt the Services or any networks connected to the Services; use the Services to transmit malware or malicious code; sublicense, resell, or redistribute the Services except as expressly authorized; remove or alter any proprietary notices; use the Services to build a competing product or to benchmark for publication without our prior written consent; or exceed any rate limits or usage quotas associated with your account.
ANDYL reserves the right to investigate and take appropriate action against any suspected violations of this section, including suspension or termination of access without notice.
Intellectual Property
Ownership of Services. ANDYL and its licensors retain all right, title, and interest in and to the Services, including all related intellectual property rights. Nothing in these Terms transfers any ownership interest in the Services to you.
License to Use. Subject to your compliance with these Terms and payment of all applicable fees, ANDYL grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services during the term of your agreement solely for your internal business purposes.
SDK Integration Rights. Where you integrate ANDYL SDKs (including Vector) into your own applications, ANDYL grants you a limited, non-exclusive, non-sublicensable (except to your end users as necessary for them to use your applications), royalty-free license to distribute the SDK runtime components as embedded within your applications. This license does not extend to standalone distribution of any SDK components, and you may not modify the SDK except through the APIs and configuration options we provide.
Customer Data. As between you and ANDYL, you retain all right, title, and interest in your data, your applications, and any content you transmit through the Services. You grant ANDYL a limited license to use Customer Data solely as necessary to provide and improve the Services.
Feedback. If you provide suggestions, feature requests, or other feedback about the Services, you grant ANDYL an unrestricted, irrevocable, perpetual, royalty-free license to use and incorporate such Feedback into the Services without obligation to you.
Open Source. Certain components of the Services may be provided under open source licenses. To the extent any open source license conflicts with these Terms, the open source license will govern with respect to that component.
Confidentiality
"Confidential Information" means any non-public information disclosed by either party to the other in connection with these Terms, whether disclosed orally, in writing, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential. This includes technical data, product plans, pricing, business strategies, customer lists, and any non-public aspects of the Services.
The receiving party agrees to hold the disclosing party's Confidential Information in strict confidence, not disclose it to any third party except to employees, contractors, and agents who have a need to know and are bound by comparable confidentiality obligations, and not use it for any purpose other than exercising rights or performing obligations under these Terms.
Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was already known prior to disclosure, is independently developed without reference to the Confidential Information, or is rightfully received from a third party without restriction.
Confidentiality obligations under this section survive termination of these Terms for a period of three (3) years, except with respect to trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.
Warranties and Disclaimers
ANDYL warrants that it has the legal right and authority to enter into these Terms, that the Services will perform materially in accordance with the applicable documentation, and that it will provide the Services in a professional and workmanlike manner consistent with generally accepted industry standards.
You warrant that you have the legal right and authority to enter into these Terms, that your use of the Services will comply with all applicable laws, and that you have all necessary rights to any Customer Data you provide.
Except for the express warranties set forth above, the Services are provided "as is" and "as available." ANDYL disclaims all other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade. ANDYL does not warrant that the Services will be uninterrupted, error-free, or completely secure.
Given the diverse environments in which the Services may be deployed, ANDYL does not warrant that the Services are suitable for safety-critical applications or environments where a failure could lead to death, personal injury, or severe physical or environmental damage. Customers deploying the Services in such environments do so at their own risk and are solely responsible for implementing appropriate safety measures.
Limitation of Liability
To the maximum extent permitted by applicable law, the aggregate liability of ANDYL for all claims arising out of or relating to these Terms or the Services will not exceed the total fees paid by you to ANDYL during the twelve (12) months immediately preceding the event giving rise to the claim. If no fees have been paid, ANDYL's aggregate liability will not exceed one hundred U.S. dollars ($100).
In no event will ANDYL be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, goodwill, or business opportunity, whether or not ANDYL has been advised of the possibility of such damages and regardless of the theory of liability.
These limitations do not apply to either party's breach of the Confidentiality section, either party's indemnification obligations, your obligation to pay fees owed, or liability that cannot be limited under applicable law.
Indemnification
You agree to indemnify, defend, and hold harmless ANDYL from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of your use of the Services in violation of these Terms, your applications that incorporate ANDYL SDKs (to the extent the claim does not arise solely from the SDK itself), your Customer Data, or your violation of any applicable law.
ANDYL will indemnify, defend, and hold harmless you from and against any third-party claims alleging that the Services, as provided by ANDYL and used in accordance with these Terms, infringe a third party's intellectual property rights. If the Services become the subject of an infringement claim, ANDYL may at its option procure the right to continue use, modify the Services to make them non-infringing, or terminate the affected Services and refund any prepaid fees for the unused portion of the subscription term.
Export Compliance
The Services and related technical data may be subject to U.S. export control laws, including the Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR), as well as economic sanctions administered by the U.S. Treasury Department's Office of Foreign Assets Control (OFAC).
You represent and warrant that you are not located in, organized under the laws of, or a resident of any country or territory that is the target of comprehensive U.S. sanctions; you are not listed on any U.S. government restricted or denied party list; and you will not use the Services for any end use prohibited by applicable export control laws.
You are solely responsible for obtaining any required export licenses or government approvals related to your use of the Services, including any integration of ANDYL Products into systems used in connection with defense or government applications.
Term and Termination
These Terms are effective as of the date you first access or use the Services and continue until terminated. Either party may terminate these Terms or any specific service subscription by providing thirty (30) days' prior written notice. For paid subscriptions, termination for convenience before the end of a subscription period does not entitle you to a refund of prepaid fees.
Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice, or becomes the subject of a bankruptcy filing, insolvency proceeding, or similar proceeding.
Upon termination, all licenses granted to you will immediately cease. You must promptly discontinue all use of the Services and, upon request, delete or return all copies of ANDYL software and Confidential Information. ANDYL will make your Customer Data available for export for a period of thirty (30) days following termination, after which ANDYL may delete it.
Governing Law
These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
Any dispute arising out of or relating to these Terms will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted by a single arbitrator in Wilmington, Delaware. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.
You agree that any dispute resolution proceeding will be conducted only on an individual basis and not as part of a class, consolidated, or representative action.
Changes to These Terms
We may update these Terms from time to time. When we make material changes, we will update the "Last Updated" date and notify you by reasonable means. Your continued use of the Services after the effective date of any updated Terms constitutes your acceptance of the changes.
For customers with active paid subscriptions, material changes will not apply until the next renewal of the subscription term, unless the changes are required by law or relate to new Products or features.
Contact
If you have questions about these Terms, please contact us at legal@andyl.com.