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Terms of Use

Effective Date: May 18, 2026 Last Updated: May 18, 2026

These Terms of Use (“Terms”) form a binding agreement between Sherpa, Inc. (“Sherpa,” “we,” “us,” or “our”) and the entity or person who accesses or uses the Sherpa platform (“Customer,” “you,” or “your”). By accessing or using Sherpa, you agree to these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms, in which case “Customer” refers to that entity.

If you do not agree to these Terms, you may not access or use the Service.

1. Definitions

  • Service means the Sherpa platform, including the web application, APIs, integrations, AI agents, dashboards, and any related software, documentation, and services made available by Sherpa.
  • Customer Account means the account created by Customer to access the Service.
  • User means an individual authorized by Customer to access and use the Service under Customer’s account.
  • Customer Data means any data, content, configurations, code, or other materials submitted to, uploaded into, accessed by, or generated through Customer’s use of the Service, including data collected by the Service from Customer’s connected cloud environments.
  • Documentation means the user guides, technical documentation, and policies made available by Sherpa.
  • Order Form means any ordering document, online sign-up flow, or written agreement that references these Terms and specifies the scope, term, and fees for Customer’s subscription.
  • Subscription Term means the period during which Customer is authorized to access the Service, as specified in an Order Form or through Customer’s online subscription.

2. The Service

Sherpa is a centralized platform for connecting to and operating on Customer’s AWS cloud environment, including applications and infrastructure. The Service provides visibility, conversational and dashboard interfaces, automation, and decision support across cost, security, observability, and operations. Specific features available to Customer depend on the subscription tier and any Order Form.

Sherpa may add to, modify, or remove features at any time, provided that material reductions to core functionality during a paid Subscription Term will not be made without reasonable notice.

3. Eligibility and Account Registration

To use the Service, you must:

  • Be at least eighteen (18) years of age or the age of majority in your jurisdiction.
  • Have the legal authority to enter into these Terms on behalf of yourself or the entity you represent.
  • Provide accurate, current, and complete account information and keep it updated.
  • Maintain the security of your account credentials and promptly notify Sherpa of any unauthorized access.

Customer is responsible for all activity that occurs under its account and for ensuring that its Users comply with these Terms. Customer may not share account credentials with anyone outside its organization.

4. Customer’s AWS Account and Access

Sherpa operates on Customer’s AWS environment through cross-account roles, integrations, and APIs that Customer authorizes. By connecting an AWS account or other third-party service to Sherpa, Customer:

  • Represents that it has the authority to grant Sherpa access to those accounts and the data within them.
  • Authorizes Sherpa to access, ingest, analyze, and operate on the connected accounts in accordance with the permissions Customer grants.
  • Acknowledges that Sherpa’s ability to perform certain actions (including but not limited to remediation, automation, and reporting) depends on the scope of permissions Customer grants and the configuration of Customer’s environment.

Customer remains responsible for the configuration, security, and operation of its AWS accounts and any other connected systems. Sherpa is not responsible for charges, fees, or other costs incurred in Customer’s cloud accounts.

5. Customer Data

Ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Data.

License to Sherpa. Customer grants Sherpa a worldwide, non-exclusive, royalty-free license to access, host, copy, transmit, process, analyze, display, and otherwise use Customer Data solely as necessary to provide, maintain, secure, and improve the Service, to comply with law, and to enforce these Terms. This license terminates when Customer Data is deleted in accordance with these Terms or the Privacy Policy, except to the extent retained to comply with legal obligations.

AI Training. As described more fully in the Privacy Policy, Customer Data may be used to train Sherpa’s AI models. Customer may opt out of having its data used for model training through a written Data Processing Addendum (DPA) or other enterprise agreement. To request opt-out, contact info@sherpa-agent.com.

Responsibility. Customer is solely responsible for the accuracy, quality, legality, and appropriateness of Customer Data and for obtaining all necessary rights, consents, and authorizations required for Sherpa to receive and process Customer Data.

6. Acceptable Use

Customer will not, and will not permit any User or third party to:

  • Use the Service in any manner that violates applicable law or the rights of any third party.
  • Access or attempt to access any portion of the Service or any data not authorized for Customer’s access.
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, algorithms, or underlying ideas of the Service, except to the extent expressly permitted by law.
  • Copy, modify, distribute, sell, lease, sublicense, or create derivative works of the Service.
  • Use the Service to build or train a competing product or service, or to extract data for the purpose of building a competing product.
  • Submit to the Service any malware, viruses, time bombs, worms, or other harmful or destructive code.
  • Use the Service to send unsolicited communications, including spam.
  • Interfere with, disrupt, or impose an unreasonable load on the Service, networks, or systems connected to the Service.
  • Probe, scan, or test the vulnerability of the Service except as part of an authorized security assessment under a written agreement with Sherpa.
  • Remove, alter, or obscure any proprietary notices in the Service.
  • Use the Service in connection with high-risk activities where failure could lead to death, personal injury, or environmental damage.

7. Subscription, Fees, and Payment

Fees. Fees for paid subscriptions are set forth in the applicable Order Form or online subscription page. Unless otherwise specified, fees are quoted and payable in U.S. dollars and are exclusive of taxes.

Payment. Customer authorizes Sherpa (or its payment processor) to charge the payment method on file for all applicable fees. Customer is responsible for keeping payment information current. Fees not subject to a good-faith dispute are due as specified in the applicable Order Form, or if not specified, within thirty (30) days of invoice date.

Taxes. Customer is responsible for all sales, use, value-added, withholding, and similar taxes associated with its use of the Service, excluding taxes based on Sherpa’s net income.

Late Payment. Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Sherpa may suspend the Service for non-payment after reasonable notice.

No Refunds. Except as expressly stated in these Terms or an Order Form, fees are non-refundable and amounts paid are non-cancellable.

8. Trials, Pilots, and Beta Features

Sherpa may make trial, pilot, free-tier, or beta features available (“Preview Features”). Preview Features are provided “as is” without warranty, may be modified or discontinued at any time, and may be subject to additional terms. Sherpa makes no commitments regarding the availability, functionality, performance, or continued offering of any Preview Feature.

9. Intellectual Property Rights

Sherpa Property. Sherpa and its licensors retain all right, title, and interest in and to the Service, including all related software, models, algorithms, content, designs, trademarks, and intellectual property rights. No rights are granted to Customer other than the limited rights expressly set forth in these Terms.

Customer Property. Customer retains all right, title, and interest in and to Customer Data. Nothing in these Terms transfers ownership of Customer Data to Sherpa.

Output. The Service may generate outputs, recommendations, summaries, and other content based on Customer Data (“Output”). As between the parties, Customer owns the Output to the extent it incorporates or is derived from Customer Data, subject to Sherpa’s rights in any underlying models and Service components. Output is provided for informational purposes and Customer is responsible for evaluating Output before acting on it.

10. Feedback

If Customer provides Sherpa with any suggestions, ideas, comments, or other feedback regarding the Service (“Feedback”), Customer grants Sherpa a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, modify, and incorporate the Feedback into the Service and any other products or services without any obligation to Customer.

11. Confidentiality

Each party may have access to information of the other party that is confidential or proprietary (“Confidential Information”). Confidential Information includes the terms of these Terms, Order Forms, pricing, non-public technical information, and any other information identified as confidential or that should reasonably be understood to be confidential.

Each party will:

  • Use the other’s Confidential Information only as necessary to perform under or exercise its rights under these Terms.
  • Protect Confidential Information with at least the same care it uses to protect its own confidential information of like importance, and in no event less than a reasonable standard of care.
  • Limit access to Confidential Information to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations.

Confidential Information does not include information that is (a) publicly available through no fault of the receiving party, (b) rightfully known by the receiving party prior to disclosure, (c) independently developed without use of the disclosing party’s Confidential Information, or (d) lawfully received from a third party without restriction.

A receiving party may disclose Confidential Information if required by law, provided that, where legally permitted, it gives the disclosing party prompt notice and a reasonable opportunity to seek a protective order.

12. Third-Party Services and Integrations

The Service may interoperate with third-party services (including AWS, OpenAI, Anthropic, and other providers). Sherpa does not control and is not responsible for third-party services. Customer’s use of third-party services is governed by the applicable third-party terms. Sherpa does not endorse or warrant any third-party service.

13. Service Availability and Support

Sherpa will use commercially reasonable efforts to make the Service available, except for scheduled maintenance, emergency maintenance, or events outside Sherpa’s reasonable control (including service interruptions caused by AWS or other third-party providers). Specific availability commitments, if any, are set forth in an applicable Service Level Agreement or Order Form.

Support is provided as described in Sherpa’s then-current support documentation, the applicable subscription tier, or any Order Form.

14. Disclaimer of Warranties

THE SERVICE AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHERPA DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Without limiting the foregoing, Sherpa does not warrant that:

  • The Service will meet Customer’s requirements or be available uninterrupted, secure, or error-free.
  • The results obtained from the Service or any Output will be accurate, complete, or reliable.
  • Defects in the Service will be corrected.
  • The Service is free of viruses or other harmful components.

AI Output Notice. Outputs generated by AI models may be incomplete, inaccurate, or inconsistent. Customer is solely responsible for reviewing, validating, and deciding whether to act on any Output. Sherpa is not liable for actions taken by Customer based on Output.

15. Indemnification

By Customer. Customer will defend, indemnify, and hold harmless Sherpa, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim, loss, damage, liability, cost, or expense (including reasonable attorneys’ fees) arising out of or related to (a) Customer Data, (b) Customer’s or its Users’ use of the Service in violation of these Terms or applicable law, (c) Customer’s connected cloud accounts or environments, or (d) any actions taken by Customer or Sherpa at Customer’s direction in Customer’s environment.

By Sherpa. Sherpa will defend Customer against any third-party claim alleging that the Service, when used by Customer in accordance with these Terms, infringes the intellectual property rights of a third party, and will pay damages finally awarded by a court of competent jurisdiction or amounts agreed in a Sherpa-approved settlement, provided that Customer (i) promptly notifies Sherpa of the claim, (ii) gives Sherpa sole control of the defense and settlement, and (iii) reasonably cooperates with Sherpa. Sherpa has no obligation for claims arising from (a) Customer Data, (b) modification of the Service not made by Sherpa, (c) combination of the Service with anything not provided by Sherpa, or (d) Customer’s use of the Service in violation of these Terms.

If Sherpa believes the Service may infringe a third party’s rights, Sherpa may, at its option, (1) modify the Service to make it non-infringing, (2) procure a license for Customer’s continued use, or (3) terminate the affected portion of the Service and refund any pre-paid, unused fees. This Section states Sherpa’s sole liability and Customer’s exclusive remedy for any claim of infringement.

16. Limitation of Liability

EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LIABILITY CAP. EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SHERPA UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED U.S. DOLLARS ($100), WHICHEVER IS GREATER.

EXCLUSIONS FROM CAP. The exclusions and limitations in this Section do not apply to (a) a party’s indemnification obligations, (b) Customer’s payment obligations, (c) breach of confidentiality, or (d) a party’s gross negligence, willful misconduct, or fraud.

Allocation of Risk. The parties agree that the limitations of liability in this Section are an essential element of the bargain between the parties and reflect a reasonable allocation of risk.

17. Term and Termination

Term. These Terms remain in effect during any active Subscription Term and for any period during which Customer accesses or uses the Service.

Termination for Convenience. Customer may terminate its account at any time by following the cancellation process in the Service or by contacting info@sherpa-agent.com. Termination of a paid subscription does not entitle Customer to a refund of pre-paid fees, except as expressly provided in these Terms.

Termination for Cause. Either party may terminate these Terms upon written notice if the other party (a) materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving notice, or (b) becomes insolvent, files for bankruptcy, or undergoes equivalent proceedings.

Effect of Termination. Upon termination, Customer’s right to access and use the Service ceases. Sherpa will delete or return Customer Data in accordance with the Privacy Policy and applicable law. Sections that by their nature should survive termination (including Sections 5, 9, 10, 11, 14, 15, 16, 17, 25, and 26) will survive.

18. Suspension

Sherpa may suspend Customer’s access to all or part of the Service immediately if (a) Customer’s use poses a security risk to the Service or any third party, (b) Customer’s use is in violation of these Terms or applicable law, (c) Customer fails to pay fees when due after notice, or (d) suspension is required by law. Sherpa will use reasonable efforts to provide notice and restore access promptly after the cause of suspension is resolved.

19. Modifications to the Service

Sherpa may update, modify, enhance, or discontinue features of the Service at any time. Where reasonably practicable, Sherpa will provide advance notice of changes that materially reduce core functionality during a paid Subscription Term.

20. Modifications to These Terms

Sherpa may modify these Terms from time to time. If a change is material, Sherpa will provide notice through the Service, by email, or by posting an updated version with a revised “Last Updated” date. Changes become effective thirty (30) days after notice, unless otherwise required by law. Customer’s continued use of the Service after the effective date constitutes acceptance of the updated Terms. If Customer does not agree to the updated Terms, Customer’s sole remedy is to stop using the Service and cancel its subscription.

21. Compliance with Laws and Export Control

Each party will comply with all laws applicable to its performance under these Terms. Customer will not use the Service in violation of any U.S. or other applicable export control or sanctions laws, including the U.S. Export Administration Regulations and sanctions administered by the U.S. Office of Foreign Assets Control. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and that it is not identified on any restricted-party list.

22. Privacy

Sherpa’s handling of personal data is described in the Privacy Policy, which is incorporated into these Terms by reference. By using the Service, Customer acknowledges Sherpa’s privacy practices as described in the Privacy Policy.

23. Governing Law

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

24. Dispute Resolution and Arbitration

Informal Resolution. The parties will first attempt to resolve any dispute informally by contacting info@sherpa-agent.com and providing a description of the dispute.

Binding Arbitration. If a dispute is not resolved within sixty (60) days of informal notice, the parties agree to resolve the dispute through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration will take place in Wilmington, Delaware (or another mutually agreed location), in English, and the arbitrator’s decision will be final and binding. Judgment on the award may be entered in any court of competent jurisdiction.

Exceptions. Either party may bring an individual action in small-claims court, and either party may seek injunctive or other equitable relief in court to protect its intellectual property rights or confidential information.

Class Action Waiver. To the extent permitted by law, the parties waive any right to participate in a class action, class arbitration, or representative action against the other.

25. General Provisions

Entire Agreement. These Terms, together with any Order Form and the Privacy Policy, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous communications, proposals, and representations.

Order of Precedence. If there is a conflict between these Terms, an Order Form, and the Privacy Policy, the order of precedence is (1) the Order Form, (2) these Terms, and (3) the Privacy Policy, unless otherwise specified.

No Waiver. A party’s failure to enforce any provision is not a waiver of its right to do so later.

Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force.

Assignment. Customer may not assign these Terms without Sherpa’s prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Sherpa may assign these Terms in its sole discretion. Any unauthorized assignment is void.

Force Majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications failures, or third-party service outages.

Relationship. The parties are independent contractors. These Terms do not create any partnership, joint venture, employment, or agency relationship.

Notices. Notices to Sherpa must be sent to info@sherpa-agent.com or by mail to the address below. Notices to Customer may be sent to the contact information on file with Customer’s account.

Headings. Section headings are for convenience only and do not affect interpretation.

Export of Output. Customer is responsible for compliance with applicable law in any export, transfer, or use of Output outside the Service.

26. Contact Information

For questions about these Terms, please contact:

Email: info@sherpa-agent.com

Mailing Address: Sherpa, Inc. 156 9th St Woodridge, NJ 07075 United States

By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms.