Terms of Service
IMPORTANT NOTICE: THESE TERMS OF SERVICE ("AGREEMENT") GOVERN THE ACQUISITION, ACCESS, AND USE OF THE TALOS RPA SUITE BY THE CUSTOMER AND ITS AUTHORIZED USERS. BY ACCEPTING THIS AGREEMENT—EITHER BY CLICKING A BOX INDICATING ACCEPTANCE, EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, DOWNLOADING OR INSTALLING THE TALOS DESKTOP AGENT, OR ACCESSING THE TALOS CLOUD PLATFORM—YOU AGREE TO THE TERMS OF THIS AGREEMENT.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION, OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR USE THE TALOS RPA SUITE.
1. DEFINITIONS
- "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
- "Customer" means the individual or legal entity registering for or using the Talos RPA Suite, including its Affiliates who have entered into Order Forms.
- "Customer-Generated Workflow" or "Workflow" means any automation sequence, process, flowchart, script, macro, job definition, or instructions created, configured, or customized by Customer or its Users using the Talos RPA Suite to automate tasks.
- "Order Form" means an ordering document, online sign-up flow, or billing portal checkout page specifying the Services and Software to be provided hereunder, including applicable pricing, subscription terms, and usage volumes.
- "Talos Agent" or "Agent" means the native local desktop software program, daemon, executable, and related local dependencies developed and distributed by Talos, which is installed on Customer's local endpoints, virtual machines, or infrastructure to execute Customer-Generated Workflows.
- "Talos Cloud" means the proprietary, web-based software-as-a-service (SaaS) platform, hosting environment, central management dashboard, no-code Process Designer, database, and telemetry APIs operated and maintained by Talos.
- "Talos RPA Suite" or "Platform" means the combination of the Talos Cloud and the Talos Agent, together with any related documentation, SDKs, APIs, and updates provided by Talos.
- "Third-Party Platform" means any external website, API, software application, web application, mainframe, server, system, or software utility not owned or controlled by Talos that Customer automates, scrapes, interacts with, or manipulates using the Talos RPA Suite.
- "User" means an individual who is authorized by Customer to use the Talos Cloud and the Talos Agent, and to whom Customer (or, when applicable, Talos at Customer’s request) has supplied user identifications and credentials.
2. LICENSE GRANTS & SCOPE OF USE
2.1 Access to Talos Cloud
Subject to Customer’s compliance with the terms of this Agreement and payment of all applicable fees, Talos grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited right to access and use the web-based interface of Talos Cloud during the applicable subscription term, solely for Customer's internal business purposes.
2.2 Desktop License to Talos Agent
Subject to the terms of this Agreement and the payment of any applicable fees, Talos grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to download, install, and run the executable binary of the Talos Agent on host machines owned, leased, or otherwise controlled exclusively by Customer, solely to connect to the Talos Cloud and execute Customer-Generated Workflows in accordance with the Documentation.
2.3 Evaluation, Trial, and Free Tiers
If Customer registers for a free, trial, or evaluation account (each, an "Evaluation Service"), Talos will make such Evaluation Service available to Customer free of charge until the earlier of: (a) the end of the evaluation period specified on the registration page or Order Form; (b) the start date of any paid subscription purchased by Customer; or (c) termination by Talos in its sole discretion.
:::warning Disclaimer for Evaluation Services NOTWITHSTANDING SECTION 10 (WARRANTIES & DISCLAIMERS) AND SECTION 12 (LIMITATION OF LIABILITY), EVALUATION SERVICES ARE PROVIDED "AS-IS" AND "AS-AVAILABLE" WITHOUT ANY WARRANTY, SUPPORT, INDEMNITY, OR LIABILITY OF ANY KIND, AND TALOS DISCLAIMS ALL LIABILITY ARISING FROM OR IN CONNECTION WITH EVALUATION SERVICES. :::
3. NATIVE DESKTOP AGENT INSTALLATION & LOCAL SYSTEM PRIVILEGES
3.1 Grant of Local System Execution Permissions
Customer acknowledges and expressly agrees that:
- The Talos Agent is a native local executable that requires local system administrative or administrative-equivalent privileges to perform automated activities (e.g., interacting with OS-level UI automation frameworks, keyboard and mouse simulation, local file modification, database connections, and system command execution).
- By installing and configuring the Talos Agent, Customer explicitly grants the Agent authority to access, manipulate, read, write, and execute commands across local system directories, registries, network interfaces, and installed software products.
- Talos has no control over, and assumes no liability for, the local security posture of the host machine. Customer must ensure that the Agent is installed and operated strictly within a secured network environment.
3.2 Customer Assumption of Local Infrastructure Risks
The execution of local automation processes inherently presents risk to system stability and data integrity. Customer assumes 100% responsibility and liability for any local system crashes, operating system instability, hardware failure, registry corruption, accidental deletion or corruption of files, network outages, database record overwrites, or other system-level disruptions resulting from the deployment, installation, or execution of the Talos Agent or any Customer-Generated Workflows.
3.3 Automated Updates & Auto-Upgrades
To preserve the security, compliance, and functionality of the Platform, the Talos Agent includes an automated self-update mechanism. Customer hereby grants Talos express consent to periodically download and install binary updates, security patches, library upgrades, and bug fixes to the Agent on Customer's host endpoints automatically and without prior notice. Customer may disable automatic updates only if such option is explicitly permitted in their enterprise subscription tier, in which case Customer acknowledges that failure to install updates may void support SLAs, degrade functionality, and introduce severe security vulnerabilities for which Talos shall bear no liability.
4. ACCEPTABLE USE POLICY (AUP) & AUTOMATION LIMITATIONS
4.1 Strict Prohibitions
Customer and its Users shall not, directly or indirectly, use the Talos RPA Suite (including both the Cloud and Agent components) to:
- Conduct Malicious Automations: Execute automated processes designed to distribute malware, keyloggers, ransomware, or spyware, or to carry out network attacks, distributed denial-of-service (DDoS) campaigns, or system stress-testing without authorization.
- Bypass Security Controls: Design Workflows that bypass, disable, exploit, or circumvent authentication mechanisms, firewalls, CAPTCHAs, multi-factor authentication (MFA) prompts, or other technical security barriers of any computer system, platform, or network.
- Facilitate Credential Stuffing & Unauthorized Access: Perform automated brute-force attacks, credential stuffing, password spraying, or execute unauthorized automated logins to third-party services.
- Incorporate Prohibited Scraping: Engage in automated scraping, harvesting, or extraction of data from any online platform in a manner that violates applicable privacy laws, intellectual property rights, or the explicit terms of service of the target platform.
- Distribute Spam & Interfere with Communications: Create or distribute unsolicited mass communications, phishing campaigns, automated social media posts, or fake reviews.
4.2 Reverse Engineering & Proprietary Integrity
Except to the extent such restrictions are prohibited by applicable law, Customer shall not: (a) decompile, disassemble, reverse engineer, decrypt, or attempt to derive the source code, underlying protocols, or internal schemas of the Talos Agent or Talos Cloud; (b) modify, translate, or create derivative works based on the Platform; (c) bypass or defeat any licensing restriction, seat limits, or rate-limiting mechanism built into the Platform; or (d) rent, lease, sublicense, or distribute the Talos Agent to any third party.
4.3 Monitoring, Audit, and Suspension Rights
Talos does not actively pre-screen, monitor, or curate Customer-Generated Workflows. However, to ensure platform integrity and compliance with this Agreement, Talos reserves the right to: (a) audit Customer's usage metrics and system logs remotely; and (b) immediately suspend Customer's access to the Talos Cloud or revoke the license of any Talos Agent instances without liability if Talos reasonably suspects a violation of this Section 4, or if Customer's automations cause severe degradation to Talos’s cloud hosting resources or third-party platforms.
5. THIRD-PARTY PLATFORM COMPLIANCE
5.1 Third-Party Terms of Service Compliance
The Talos RPA Suite is a general-purpose automation tool. Workflows configured by the Customer frequently interact with, scrape, or perform actions on Third-Party Platforms. Customer represents, warrants, and covenants that its use of the Talos RPA Suite, and the specific automation paths, web elements, and data collection structures within Customer-Generated Workflows, do not and will not violate the Terms of Service, Acceptable Use Policies, API developer agreements, or robot.txt directives of any Third-Party Platform automated by Customer.
5.2 No Endorsement or Affiliation
Talos is not endorsed by, affiliated with, sponsored by, or in any way associated with any Third-Party Platforms automated through the Talos RPA Suite. The listing of connectors, integrations, selectors, or API interfaces within the Talos Cloud dashboard or Process Designer is solely for utility and convenience and does not constitute a warranty or representation of compliance with such third parties.
6. CUSTOMER-GENERATED WORKFLOWS & NEUTRAL TOOL STATUS
6.1 Ownership of Customer-Generated Workflows
As between the parties, Customer owns all right, title, and interest in and to any Customer-Generated Workflows created by Customer’s Users. Customer hereby grants Talos a worldwide, non-exclusive, royalty-free, fully paid-up license to host, transmit, reproduce, modify, and store Customer-Generated Workflows solely as necessary for Talos to provide the Services, sync workflows between Talos Cloud and Talos Agent, and generate aggregated, de-identified telemetry data for platform optimization.
6.2 Sole Responsibility for Workflow Design and Consequences
Customer is solely responsible for the design, logic, inputs, parameters, variables, validation, and outcomes of any Customer-Generated Workflows. Customer acknowledges that Talos is a "neutral tool" provider. Talos does not review, validate, verify, or verify the safety, accuracy, legality, or business logic of Workflows. Customer is solely liable for any real-world consequences arising from execution of its Workflows, including but not limited to:
- Transactional errors, incorrect financial calculations, or wrongful data modifications.
- The purchase of unauthorized goods, services, or assets via automated UI scripts.
- System lockouts, account bans, or service terminations imposed on Customer by Third-Party Platforms.
- Data corruption inside Customer’s ERP, CRM, or external databases due to logic loops or improper exception handling.
7. FEES, BILLING, & SUBSCRIPTIONS
7.1 Fees & Payment Terms
Customer shall pay all fees specified in applicable Order Forms. Except as otherwise specified herein or in an Order Form: (a) fees are based on services and licenses purchased and not actual usage; (b) payment obligations are non-cancelable and fees paid are non-refundable; and (c) quantities purchased cannot be decreased during the relevant subscription term. All fees are due net thirty (30) days from the invoice date unless otherwise specified.
7.2 Non-Payment & Suspension
If any charge owing by Customer under this or any other agreement for Talos services is thirty (30) days or more overdue, Talos may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Talos Cloud access and Agent execution capabilities until such amounts are paid in full.
7.3 Taxes
Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder.
8. INTELLECTUAL PROPERTY & OWNERSHIP
8.1 Proprietary Rights of Talos
Except for the limited license rights expressly granted in Section 2, Talos, its Affiliates, and its licensors retain all right, title, and interest (including all patent, copyright, trademark, trade secret, and other intellectual property rights) in and to: (a) the Talos Cloud and Talos Agent; (b) any underlying software, source code, frameworks, integrations, dashboard visuals, and technical architecture; (c) any documentation, instructions, or developer tools; and (d) any improvements, updates, configurations, or feedback provided to or developed by Talos.
8.2 Feedback License
If Customer or its Users provide Talos with any suggestions, enhancement requests, recommendations, corrections, or other feedback relating to the operations or features of the Platform ("Feedback"), Customer hereby grants Talos a royalty-free, worldwide, perpetual, irrevocable, transferable, sublicensable license to use, incorporate, and exploit such Feedback into its products and services for any purpose, without restriction or obligation to Customer.
9. CONFIDENTIALITY, SECURITY, & DATA HANDLING
9.1 Confidentiality
"Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer-Generated Workflows and workflow data; Confidential Information of Talos includes the Platform architecture, pricing, and benchmark results. The Receiving Party will use the same degree of care that it uses to protect its own confidential information of like kind (but not less than reasonable care) and will restrict access to Confidential Information to employees and contractors who need such access and are bound by confidentiality obligations.
9.2 Encryption and In-Transit Data Handling
Talos will implement and maintain commercially reasonable technical, organizational, and physical administrative security controls designed to protect the confidentiality, integrity, and availability of Customer Data stored in the Talos Cloud. All communication between the Talos Cloud and the Talos Agent is encrypted in transit using Transport Layer Security (TLS 1.3 or higher). Data stored at rest in Talos Cloud is encrypted using industry-standard AES-256 encryption.
9.3 Credential Vaulting and Secrets Management
The Talos RPA Suite includes features allowing Customer to utilize sensitive passwords, system tokens, API keys, and connection strings within automated Workflows.
- Local Vaulting Preferred: Customer is highly encouraged to utilize local secrets managers or environment variables configured directly on the host machine running the Agent.
- Cloud Vaulting Consent: If Customer elects to store, encrypt, and vault credentials or secrets within the Talos Cloud database for distribution to Agents, Customer acknowledges that such credentials will be encrypted, stored, and transmitted dynamically to authorized Agents. Talos shall not be liable for unauthorized access to credentials if the Customer fails to secure its Cloud portal credentials, MFA policies, or local Agent host environments.
9.4 Security Responsibility Matrix
| Security Domain | Responsibility of Talos | Responsibility of Customer |
|---|---|---|
| Cloud Infrastructure | Securing the physical and virtual hosting environment of Talos Cloud, patching cloud OS systems, and managing TLS endpoints. | Securing Cloud User passwords, enforcing multi-factor authentication (MFA), and managing User access rights. |
| Software Integrity | Ensuring Agent binaries are digitally signed, free of known malware, and vulnerability scanned prior to release. | Verifying file hashes, restricting write permissions to the Agent installation directory, and securing the host environment. |
| Agent Executions | Providing safe APIs for local command execution. | Validating and testing the safety of the specific command-line strings, scripts, and workflows deployed to run locally. |
| Secrets & Keys | Encrypting secrets stored in the cloud at-rest with AES-256. | Protecting API keys, avoiding hard-coded plaintext passwords in workflow XMLs/JSONs, and rotating secrets regularly. |
10. WARRANTIES & DISCLAIMERS
10.1 Mutual Representations
Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
10.2 Warranty Disclaimers
EXCEPT AS EXPRESSLY PROVIDED IN A SPECIFIC SLA UNDER AN ACTIVE ORDER FORM, THE TALOS RPA SUITE IS PROVIDED TO CUSTOMER ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TALOS AND ITS LICENSORS AND AFFILIATES MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND SYSTEM INTEGRITY.
10.3 Native Execution Disclaimer
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TALOS DOES NOT WARRANT THAT THE TALOS AGENT OR RUNNING CUSTOMER-GENERATED WORKFLOWS WILL: (A) OPERATE WITHOUT INTERRUPTION OR CORRUPTION ON CUSTOMER'S ENDPOINTS; (B) BE FREE OF LOGICAL ERRS OR BUGS DURING PROCESS RUNS; (C) REMAIN UNINTERRUPTED BY OPERATING SYSTEM UPDATES, ANTI-VIRUS OR EDR INTERFERENCES; OR (D) MEET THE EXPECTED AUTOMATION SPEED, OUTCOMES, OR YIELDS OF THE CUSTOMER.
11. INDEMNIFICATION
11.1 Indemnification by Talos
Subject to the limitations of Section 12, Talos will defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the use of the Talos RPA Suite in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (an "IP Claim"), and will indemnify Customer for any damages, attorney fees, and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by Talos in writing of, an IP Claim; provided that Customer: (a) promptly gives Talos written notice of the IP Claim; (b) gives Talos sole control of the defense and settlement of the IP Claim; and (c) provides to Talos all reasonable assistance at Talos’s expense.
11.2 Indemnification by Customer
Customer shall defend, indemnify, and hold harmless Talos, its Affiliates, and their respective directors, officers, employees, and contractors from and against any and all claims, demands, suits, proceedings, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of, relating to, or in connection with:
- Any Customer-Generated Workflows, including but not limited to, claims that a Workflow causes damage to local host systems, corrupts data, or disrupts local enterprise services.
- Customer's breach of Section 4 (Acceptable Use Policy & Automation Limitations) or Section 5 (Third-Party Platform Compliance), including any claims by Third-Party Platforms alleging that Customer’s automated Workflows violate their terms, scrape their data without authorization, or bypass security barriers.
- The negligent, unauthorized, or high-privilege configuration, execution, or maintenance of the Talos Agent on Customer's networks.
12. LIMITATION OF LIABILITY
12.1 Exclusion of Consequential Damages
IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR SYSTEM DOWN-TIME, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 Liability Cap
EXCEPT FOR CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11.2 AND CUSTOMER’S BREACH OF SECTION 4 (AUP) OR SECTION 7 (FEES), IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
13. TERM & TERMINATION
13.1 Term of Agreement
This Agreement commences on the date Customer first accepts it and continues until all subscriptions purchased hereunder have expired or have been terminated.
13.2 Termination for Cause
A party may terminate this Agreement for cause: (a) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
13.3 Effect of Termination
Upon termination of this Agreement for any reason: (a) all licenses granted to Customer under Section 2 shall immediately cease; (b) Customer shall immediately uninstall, delete, and purge all copies of the Talos Agent from its host systems; (c) Customer's access to the Talos Cloud dashboard and database shall be terminated; and (d) each party shall destroy or return all Confidential Information of the other party in its possession.
13.4 Survival
Sections 1, 2.3, 3.2, 4, 5, 6.2, 7, 8, 9, 10, 11, 12, 13.3, 14, and 15 shall survive any termination or expiration of this Agreement.
14. GOVERNING LAW & DISPUTE RESOLUTION
14.1 Governing Law
This Agreement, and any disputes arising out of or related hereto, shall be governed exclusively by the internal laws of the State of Delaware, USA, without regard to its conflicts of laws rules or the United Nations Convention on Contracts for the International Sale of Goods.
14.2 Arbitration and Dispute Resolution
Any dispute, controversy, or claim arising out of, relating to, or in connection with this contract, including the breach, termination, or validity thereof, shall be finally settled by binding arbitration in Wilmington, Delaware, under the rules of the American Arbitration Association (AAA) by a single arbitrator appointed in accordance with said rules. The arbitrator’s award shall be final and binding, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
14.3 Waiver of Class Action
CUSTOMER AND TALOS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
15. MISCELLANEOUS
15.1 Entire Agreement & Order of Precedence
This Agreement, including any Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties. In the event of any conflict or inconsistency between the terms of this Agreement and an Order Form, the terms of the Order Form shall prevail.
15.2 Severability
If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
15.3 Assignment
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (together with all Order Forms) without consent of the other party to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
15.4 Export Compliance
The Platform, other technology Talos makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer shall not permit Users to access or use the Platform in a U.S.-embargoed country or in violation of any U.S. export law or regulation.
15.5 Force Majeure
Neither party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of fees) due to any cause beyond its reasonable control, including acts of God, war, sabotage, terrorism, fire, flood, strike or labor dispute, internet service provider failure, or denial-of-service attack.