Legal
Terms of Service
Updated: May 2026
Parties
This Terms of Service and Master Services Agreement (the "Agreement") is between LLM Controls, Inc., a Delaware corporation ("LLM Controls," "we," "us," or "our"), and the customer identified in the applicable order form, statement of work, or online order ("Customer").
Acceptance
By accessing or using the Services, Customer agrees to this Agreement. If Customer accepts on behalf of an entity, Customer represents that it has authority to bind that entity.
Order of Precedence
If there is a conflict among the Agreement, an order form, a statement of work, a Security Addendum, or a Data Processing Addendum ("DPA"), the order form or statement of work controls only for the specific conflict, and otherwise the more specific document governs the subject matter it addresses.
1. Definitions
Customer Data means data, content, files, prompts, inputs, outputs, configurations, and materials submitted to or generated specifically for Customer through the Services, excluding LLM Controls' pre-existing materials, platform technology, and Service Data.
Customer Solution means a Customer-specific AI application, workflow, agent, integration, automation, configuration, prompt workflow, retrieval pipeline, or deliverable created specifically for Customer through the Services.
Personal Data means information relating to an identified or identifiable natural person, where applicable under privacy law.
Confidential Information means non-public business, technical, commercial, security, legal, or financial information disclosed by one party to the other.
PHI means protected health information under HIPAA.
Service Data means logs, telemetry, analytics, metadata, diagnostics, performance data, and operational data generated by or about the Services.
Output means any response, recommendation, classification, summary, transformation, generated content, transformation, or other result produced by the Services.
Subprocessor means a third party engaged by LLM Controls to support delivery of the Services and that processes Customer Data or Personal Data on our behalf.
2. Scope of Services
LLM Controls provides an enterprise AI application platform and AI implementation services, including:
- workflow and agent design;
- deployment and orchestration;
- model integration;
- retrieval and data integration;
- monitoring and evaluation;
- governance controls;
- guardrails;
- analytics;
- support and maintenance;
- related professional services.
Specific subscriptions, deliverables, service levels, responsibilities, and commercial terms will be described in the applicable order form or statement of work.
LLM Controls may improve, modify, or update the Services from time to time for security, compliance, reliability, functionality, or performance.
Material changes will not materially reduce the core contracted service without reasonable notice.
Preview, beta, pilot, evaluation, or experimental features may be changed or discontinued at any time and are provided "as-is" unless otherwise agreed in writing.
3. Third-Party AI Models and Services
Customer acknowledges that the Services may incorporate, orchestrate, connect to, or rely upon third-party:
- foundation models;
- AI services;
- cloud platforms;
- APIs;
- databases;
- infrastructure providers.
Third-party providers may modify, update, discontinue, or change the behavior, performance, pricing, availability, or functionality of their services.
LLM Controls will use commercially reasonable efforts to manage such dependencies and maintain service continuity.
LLM Controls is not responsible for failures, changes, or limitations of third-party systems outside its reasonable control.
4. Customer Account and Access
Customer is responsible for all activity under its accounts and credentials.
Customer will:
- keep credentials confidential;
- use strong authentication where available;
- restrict access using least-privilege principles;
- promptly remove unauthorized users.
Customer is responsible for ensuring all users are authorized and comply with this Agreement.
5. Customer Responsibilities
Customer is responsible for:
(a) legality, quality, accuracy, and source of Customer Data;
(b) obtaining required rights, notices, permissions, and approvals;
(c) configuring workflows, permissions, thresholds, escalation rules, and approvals;
(d) reviewing Outputs before operational, legal, financial, medical, compliance, safety-critical, or regulated use;
(e) maintaining Customer systems, networks, identity systems, and access controls.
Customer acknowledges that AI Outputs may be inaccurate, incomplete, biased, stale, unexpected, or unsuitable for a particular purpose.
Outputs must not be treated as a substitute for human review, professional judgment, or required approval processes.
6. AI Governance and Customer Control
LLM Controls provides capabilities intended to improve AI application reliability, including:
- evaluations;
- monitoring;
- workflow controls;
- governance tools;
- prompt and configuration management;
- guardrails;
- auditability.
These capabilities reduce operational risk but do not guarantee elimination of inaccurate, unsafe, undesired, or non-compliant Outputs.
Customer remains responsible for:
(a) determining appropriate AI use cases;
(b) defining automation permissions and approval thresholds;
(c) establishing escalation processes;
(d) determining whether Outputs are appropriate for Customer's intended use.
7. Acceptable Use
Customer will not:
(a) reverse engineer, decompile, or attempt to discover source code, prompts, weights, models, or underlying architecture except where prohibited by law;
(b) use the Services for unlawful, harmful, fraudulent, deceptive, abusive, or malicious purposes;
(c) submit data Customer does not have rights to use;
(d) interfere with security controls;
(e) perform unauthorized vulnerability testing;
(f) transmit malware or harmful code;
(g) violate export control, sanctions, privacy, intellectual property, anti-bribery, anti-corruption, or other applicable laws.
8. Regulated and Restricted Data
Unless expressly agreed in writing and technically supported under the applicable order form, Customer will not submit:
- PHI;
- PCI data;
- highly sensitive government identification data;
- children's data;
- export-controlled information;
- other regulated data requiring special contractual treatment.
Additional agreements, including BAAs or enhanced security terms, may be required.
9. Customer Data Ownership and License
Customer retains all right, title, and interest in Customer Data.
LLM Controls does not acquire ownership of Customer Data.
Customer grants LLM Controls a limited, non-exclusive license to process Customer Data solely to:
(a) provide, operate, secure, support, maintain, and audit the Services;
(b) improve operation, reliability, security, performance, and functionality of the Services;
(c) comply with law and enforce this Agreement.
LLM Controls does not sell Customer Data.
LLM Controls does not use Customer Data, Customer Confidential Information, or Personal Data to train, fine-tune, or improve foundation models, shared AI models, or models made available to other customers unless Customer provides prior written authorization.
10. Ownership of AI Applications, Workflows, and Deliverables
The parties acknowledge that the Services may include development and operation of Customer Solutions.
As between the parties:
(a) Customer owns Customer Data and Customer-specific business information, rules, processes, content, and configurations supplied by Customer;
(b) Customer owns Customer-specific implementations and deliverables created specifically and exclusively for Customer under an applicable order form or statement of work, subject to LLM Controls' retained rights;
(c) LLM Controls retains all ownership rights in:
- LLM Controls platform;
- software;
- orchestration systems;
- evaluation frameworks;
- monitoring systems;
- connectors;
- reusable components;
- templates;
- models;
- methods;
- tools;
- know-how;
- generalized improvements.
Nothing restricts LLM Controls from using skills, knowledge, concepts, techniques, or generalized learnings developed while providing Services, provided Customer Confidential Information and Customer Data are not disclosed.
Customer receives the rights necessary to use Customer Solutions during the applicable subscription or service term.
11. Service Data
LLM Controls may collect Service Data to:
- operate;
- secure;
- debug;
- audit;
- measure;
- improve;
- the Services.
Service Data may be aggregated or de-identified for analytics, security, product improvement, and support.
Service Data containing Personal Data or Customer Confidential Information will be handled under this Agreement and the DPA.
12. Confidentiality
Each party may receive Confidential Information.
The receiving party will:
(a) use Confidential Information only for purposes of this Agreement;
(b) protect it using reasonable care;
(c) disclose it only to personnel, contractors, advisors, or providers with a need to know and confidentiality obligations.
Confidential Information excludes information that is:
- publicly available without breach;
- already lawfully known;
- independently developed;
- received from a third party without restriction.
13. Professional Services and Acceptance
Where LLM Controls provides implementation, configuration, development, integration, consulting, or related services, deliverables and responsibilities will be defined in an order form or statement of work.
Customer will provide timely:
- access;
- information;
- personnel availability;
- approvals.
Timelines depend on Customer cooperation.
Scope changes may require additional fees or schedule adjustments.
Deliverables will be deemed accepted unless Customer provides written notice identifying material non-conformance within ten (10) business days after delivery.
LLM Controls will use commercially reasonable efforts to correct validated non-conformities.
14. Fees, Usage Limits, and AI Consumption
Fees, payment terms, usage limits, overages, and taxes will be specified in the applicable order form.
Customer usage may be subject to:
- token limits;
- compute limits;
- storage limits;
- rate limits;
- model usage limits;
- capacity restrictions.
Fees may include:
- subscription fees;
- usage-based fees;
- infrastructure charges;
- third-party model costs;
- overages.
LLM Controls may apply reasonable controls to maintain security, availability, reliability, and cost predictability.
15. Intellectual Property
Except for Customer Data and Customer-owned Customer Solutions, LLM Controls retains ownership of all Services, software, technology, methods, models, systems, and improvements.
Customer grants LLM Controls permission to use feedback without restriction or attribution.
16. Warranties and Disclaimer
Each party represents it has authority to enter into this Agreement.
Except as expressly stated, Services are provided "as-is" and "as available."
LLM Controls disclaims warranties including:
- merchantability;
- fitness for particular purpose;
- non-infringement;
- uninterrupted operation;
- accuracy of Outputs.
17. Indemnity
Customer will defend and indemnify LLM Controls from claims arising from:
(a) Customer Data;
(b) Customer instructions or configurations;
(c) Customer misuse;
(d) violation of law;
(e) reliance on Outputs contrary to this Agreement.
LLM Controls will defend Customer against third-party claims alleging the LLM Controls platform, as provided, infringes intellectual property rights.
This does not apply to claims arising from:
- Customer Data;
- Customer modifications;
- Customer-specific instructions;
- third-party models;
- third-party services.
18. Limitation of Liability
Neither party will be liable for indirect, incidental, consequential, special, exemplary, or punitive damages.
Each party's aggregate liability will not exceed fees paid or payable during the twelve (12) months preceding the claim.
These limits do not apply where prohibited by law, fraud, willful misconduct, payment obligations, or Customer indemnity obligations.
19. Suspension
LLM Controls may suspend access when reasonably necessary due to:
- security incidents;
- abuse;
- legal requirements;
- material risk;
- breach.
Where practical, LLM Controls will provide notice and work to restore access promptly.
20. Term and Termination
This Agreement continues until terminated.
Either party may terminate for uncured material breach after reasonable written notice.
Upon termination, Customer will stop using Services and each party will return or destroy Confidential Information as required.
21. Data Retention and Deletion
LLM Controls retains Customer Data only as necessary to:
- provide Services;
- maintain backups;
- satisfy legal obligations;
- resolve disputes;
- meet compliance requirements.
Customer may request deletion or return upon termination, subject to backup cycles and legal requirements.
22. Export and Compliance
Each party will comply with applicable:
- export controls;
- sanctions;
- privacy laws;
- anti-bribery laws;
- anti-corruption laws;
- trade compliance obligations.
23. Governing Law
This Agreement is governed by Delaware law.
The parties consent to jurisdiction and venue in Delaware courts unless otherwise agreed in writing.
24. Miscellaneous
This Agreement, together with applicable order forms, statements of work, Security Addendum, and DPA, represents the complete agreement.
Assignment is not permitted except in connection with merger, acquisition, restructuring, or sale of substantially all assets where obligations transfer.
Invalid provisions will not affect the remainder of the Agreement.
Failure to enforce a provision is not a waiver.
Changes must be agreed in writing except permitted non-material policy updates.
Contact Us
If you have questions about this Agreement, please contact us at:
LLM Controls
Email: contact@llmcontrols.ai