Terms
Version 1.0 · Effective October 10, 2026 · Provider: AiLucent LLC, a Wyoming limited liability company (“AiLucent”)
IMPORTANT: READ THESE TERMS BEFORE CREATING AN ACCOUNT OR PURCHASING A SUBSCRIPTION
THESE TERMS OF SERVICE ARE A BINDING CONTRACT BETWEEN YOU AND AILUCENT LLC. BY CHECKING THE ACCEPTANCE BOX, CREATING AN ACCOUNT, COMPLETING A PURCHASE, OR USING A HOSTED SERVICE, YOU ACCEPT THESE TERMS AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE, DO NOT CREATE AN ACCOUNT, DO NOT PURCHASE, AND DO NOT USE THE HOSTED SERVICES.
SECTION 22 DISCLAIMS ALL WARRANTIES. SECTION 23 LIMITS AILUCENT’S LIABILITY. SECTION 24 REQUIRES YOU TO INDEMNIFY AILUCENT IN CERTAIN CIRCUMSTANCES. SECTION 29 GOVERNS HOW DISPUTES ARE RESOLVED, SELECTS WYOMING LAW AND VENUE, WAIVES TRIAL BY JURY, REQUIRES CLAIMS TO BE BROUGHT INDIVIDUALLY, AND SHORTENS THE PERIOD IN WHICH CLAIMS MAY BE BROUGHT. READ THOSE SECTIONS.
SECTION 12 PROHIBITS USE OF THE SERVICES WITH CERTAIN CATEGORIES OF REGULATED DATA AND IN CERTAIN HIGH-RISK APPLICATIONS.
THE SOFTWARE YOU INSTALL ON YOUR OWN COMPUTER IS NOT LICENSED UNDER THESE TERMS. IT IS LICENSED UNDER THE AILUCENT AGENT END USER LICENSE AGREEMENT PRESENTED AT INSTALLATION.
This summary is provided for convenience of reference only. It forms no part of these Terms, creates no rights or obligations, and is qualified in its entirety by the Sections that follow. Where this summary and any Section differ, the Section governs.
In these Terms, the following capitalized terms have the meanings given below. Other capitalized terms are defined where they first appear.
1.1 “Account” means the AiLucent account associated with Your email address through the identity service described in Section 4.2.
1.2 “Administrator” means an individual an Organization has authorized to act for it in respect of its plan, its workspace, or its Members.
1.3 “Data Handling Notice” means the document of that name published by AiLucent describing the data the Software reads, retains, transmits, and does not transmit. The Data Handling Notice forms part of the EULA.
1.4 “EULA” means the AiLucent Agent End User License Agreement presented at installation of the Software, together with the Data Handling Notice it incorporates. References in these Terms to a numbered Section “of the EULA” are to that agreement.
1.5 “Hosted Content” means data transmitted to, or created within, a workspace that AiLucent hosts for You or for Your Organization, including conversation records synchronized from enrolled machines and the records a workspace keeps of activity within it.
1.6 “Hosted Services” means the services AiLucent operates and makes available over the internet, including the Site, Account sign-in, purchasing, and any Hub that AiLucent hosts. A workspace an Organization operates on its own infrastructure is not a Hosted Service.
1.7 “Hub” means a hosted workspace to which an instance of the Software may be enrolled, as the EULA defines that term. A Hub may be operated by AiLucent or, under an Enterprise license, by the Organization that holds that license.
1.8 “Member” means an individual who participates in an Organization’s workspace under a Seat License. A Member who installs or operates the Software under a license the Organization holds is an Authorized User as Section 1.9B of the EULA defines that term.
1.9 “Order Document” means an AiLucent order form, quotation, invoice, online checkout record, or other document evidencing Your acquisition of a Tier, a Seat License, or a separate AiLucent product.
1.10 “Organization” means an entity that holds a TeamHub or Enterprise plan or that holds Seat Licenses for the use of others. An Organization is an Entity Licensee as Section 1.9A of the EULA defines that term.
1.11 “Seat License” means a license an Organization holds for the use of one Member. A Seat License carries that Member’s Tier, which is Plus or Premium and is never Free.
1.12 “Site” means the AiLucent websites.
1.13 “Software” means the AiLucent Agent and the AiLucent Agent Desktop application, as the EULA defines that term. The Software is licensed under the EULA and not under these Terms.
1.14 “Tier” means the Free, Trial, Plus, or Premium license level described in Section 4.2 of the EULA and in Section 5 of these Terms.
1.15 “You” and “Your” mean the individual accepting these Terms and, where that individual accepts on behalf of an entity, that entity.
1.16 Rules of interpretation. In these Terms: (a) “including”, “includes”, and “such as” are not words of limitation and mean “including without limitation”; (b) a list of particular items does not limit a general statement that precedes or follows it, and the absence of an item from a list does not imply that the item is excluded or that responsibility for it rests with AiLucent; (c) the singular includes the plural and vice versa; (d) “or” is inclusive; (e) “will” expresses an obligation; (f) a reference to a Section is to a Section of these Terms unless stated to be a Section of the EULA; (g) headings and the Plain-Language Summary are for convenience only and do not affect construction; (h) a reference to a statute or regulation includes its successors and implementing rules; and (i) these Terms will not be construed against either party as their drafter.
2.1 Acceptance. You accept these Terms by checking an acceptance box presented to You, by creating an Account, by completing a purchase, or by accessing a hosted workspace, whichever occurs first. These Terms are effective between You and AiLucent from that moment. Section 2.7 states what is not an acceptance.
2.2 Record of acceptance. AiLucent records each acceptance, together with: the version identifier of these Terms; a checksum of the exact text of these Terms at that version; the date and time of acceptance; the email address associated with Your Account; the network (internet protocol) address from which the request originated; and the user-agent identification string transmitted by Your browser. The checksum exists so that the precise text You accepted can be identified and retrieved by version. AiLucent records and retains the network address and the user-agent string in order to verify entitlement and to enforce these Terms.
2.3 Acceptance records are appended, not amended. A record of acceptance is added and is not thereafter modified. Your acceptance of a revised version under Section 21 creates an additional record and does not alter any earlier record.
2.4 Consent to electronic records and signatures. You consent to transact with AiLucent electronically in relation to these Terms. You agree that: (a) Your acceptance under Section 2.1 constitutes Your electronic signature; (b) these Terms and each revised version of them may be provided to You electronically; and (c) an electronic record of these Terms, and of Your acceptance of them, satisfies any requirement that the agreement be in writing and signed, and is admissible to the same extent as an original paper record. You may obtain a copy of the version You accepted by the means described in Section 21.5.
2.5 Capacity. You represent that You are at least eighteen (18) years of age, or the age of legal majority in Your jurisdiction if greater, and that You have the legal capacity to enter into these Terms. The Hosted Services are not offered to, and may not be used by, children.
2.6 Authority to bind an entity. If You accept these Terms on behalf of an entity, You represent that You have authority to bind that entity, and “You” means both the accepting individual and that entity, who are jointly and severally responsible for performance. Section 21.4 governs the effect of an Administrator’s acceptance on an Organization and its Members.
2.7 Visiting the websites is not acceptance. Reading the AiLucent websites, browsing them, or downloading the Software does not make You a party to these Terms. None of those is an act of acceptance, and a person who has done none of the things listed in Section 2.1 is not bound by these Terms.
Two things follow, and they are stated so that no gap is implied where none exists:
3.1 Subject matter of these Terms. These Terms govern, as between AiLucent and a person who has accepted them under Section 2.1: (a) Your Account and sign-in; (b) subscriptions, purchases, billing, renewal, cancellation, and refunds; (c) Your use of the Site and the other Hosted Services, including hosted workspace products; and (d) organizational plans, Seat Licenses, and the rules that apply to Organizations and their Members.
3.2 Matters not governed by these Terms. These Terms do not govern the license to install and use the Software or the operation of the Software on a computer. Those matters are governed by the EULA. No provision of these Terms grants a license to the Software.
3.3 Concurrent application. Where You hold an Account, a subscription, or a separate AiLucent product and also use the Software, these Terms and the EULA apply concurrently, each to its own subject matter. The same is true where an Organization holds the account, subscription, or product under which a Member’s installation is licensed, whether or not the Member holds an Account of their own (Section 4.9 of the EULA).
3.4 Order of precedence. In the event of a conflict, the following order of precedence applies: (a) an Order Document executed by both parties, as to the subject matter it expressly addresses; (b) the EULA, as to the subject matter described in Section 3.1 of the EULA; (c) these Terms, as to the subject matter described in Section 3.1 of these Terms; and (d) the Data Handling Notice, as to the data practices it describes. As between these Terms and an Order Document that has not been executed by both parties, these Terms govern except as to the plan, product, configuration, seat count, and price facts that the Order Document records for a purchase.
3.5 Availability of plans. Not every plan or product described in these Terms is available for purchase at all times. The plans, products, configurations, and prices actually offered at a given time are stated on the AiLucent purchase pages and in the applicable Order Documents; these Terms state the rules that apply to them when they are offered and purchased.
3.6 Affiliate program. Where AiLucent offers an affiliate or referral program, any additional terms presented at enrollment in that program apply to participation in it alongside these Terms.
4.1 How an Account comes to exist. Unlocking the Software with an install token does not create an Account and does not require one. An Account comes into existence in one of three ways:
Where AiLucent creates an Account under (b), these Terms apply to it from the time of that purchase (Section 2.1). Where an Account is created under (c), these Terms govern that Member’s use of the organizational services from the time the Account is first used, and the Organization’s acceptance binds the Organization (Section 21.4). You agree that the information held on Your Account is accurate and that You will keep it current.
4.2 Sign-in and credentials. Sign-in is handled by AiLucent’s identity service, which holds Your credentials. The Site does not receive Your password. AiLucent’s membership record for Your Account consists of Your email address, its verification status, and the identifier assigned to You by the identity service, as described in the Privacy Statement (Section 19).
4.3 Your responsibility for the Account. You are responsible for activity under Your Account and for keeping Your sign-in credentials confidential. Notify AiLucent promptly at the contact address in Section 31 if You believe Your Account has been accessed without Your authorization.
4.4 One person per personal Account. A personal Account belongs to one individual and may not be shared. Organizational membership works through Seat Licenses (Section 5), not shared credentials.
5.1 Two axes. AiLucent’s offering has two independent axes. The first is the license Tier: Free, Trial, Plus, or Premium, as described in Section 4.2 of the EULA. The second is the web product: ProHub (personal), TeamHub (organizational), Enterprise (organizational), or another organizational hub product AiLucent offers under Section 9.3. A web product attaches to, and never replaces, a Tier.
5.2 Installation allowances by Tier. Each Tier permits a number of installations of the Software: Free permits one (1), Plus permits up to three (3), and Premium permits up to six (6), as Sections 4.2.1, 4.2.3, and 4.2.4 of the EULA provide. ProHub adds three (3) to the holder’s Tier allowance (Section 7). These allowances are license terms: using more installations than Your licenses allow is a breach whether or not the software prevents it (Section 4.6 of the EULA).
5.3 Personal plans carry the Tier. On a personal Account, Your plan is Your Tier, optionally combined with ProHub.
5.4 Organizational plans carry no Tier. A TeamHub or Enterprise plan does not itself have a Tier. Each Member holds a Seat License, and the Seat License carries that Member’s Tier: Plus or Premium. A Seat License is never Free. A Member’s installation allowance and Tier-based features are determined by that Member’s own Seat License.
5.5 What each Tier includes. The features included in each Tier are those AiLucent makes available for that Tier in the product documentation then in force, as Section 4.2 of the EULA provides. As of this version: the first use of Ask commences a ten (10) day trial of the Ask features of a paid Tier (Section 4.2.2 of the EULA), and on expiry of the trial the Free Tier includes five (5) questions per calendar month (Section 8.4.5 of the EULA); Plus includes Ask without a monthly allowance using a model endpoint You provide, the tree view of related sessions, and, where AiLucent offers it for a given supported tool (and for the particular variant and version of that tool You run, since a vendor may change where and whether its product stores a session on disk), restoration of deleted conversations; and Premium includes the features of Plus together with such additional capabilities as AiLucent designates for the Premium Tier in the product documentation then in force.
5.6 Changes to Tier contents. AiLucent may add features to a Tier at any time. AiLucent will not remove a feature from a Tier You hold, or reduce the number of installations a Tier permits, except by a revised version of the EULA accepted under its own mechanics, or at the expiry of the then current paid term stated in Your Order Document. Section 13.4 makes the matching statement for the features of a paid Hosted Service.
5.7 No exclusivity claims. Descriptions of features in these Terms describe what the products do; they are not claims of uniqueness or priority over any other product.
6.1 Prices. AiLucent publishes its current prices on the AiLucent purchase pages, and states the price of a particular purchase in the applicable Order Document. These Terms do not set prices and do not state them, so that a change of price does not require a change of contract.
6.2 Founder pricing and the price lock. AiLucent may offer founder pricing in stages. The following is how a stage works; the rates, the lock periods, and the date each stage closes are published on the purchase pages and recorded in Your Order Document, not set here.
This Section binds AiLucent whatever the published figures are.
6.3 Renewal and notice. Subscriptions renew automatically at the end of each billing period unless You cancel (Section 6.7). Where a renewal would apply a changed rate to You, AiLucent provides, before that renewal, the notice, consent, or other protection applicable law requires, as that law requires, delivered by the means described in Section 30.8 where that law permits. Where no such law applies to You, AiLucent gives You advance notice of the changed rate.
6.4 Payment processing. Payments are processed by Stripe. Card numbers do not reach AiLucent’s servers. The purchase facts AiLucent records are described in the Privacy Statement (Section 19).
6.5 Taxes. Prices are stated exclusive of taxes. You are responsible for any sales, use, value-added, goods-and-services, or similar tax that applies to Your purchase, other than taxes on AiLucent’s income. Where AiLucent or its payment processor is required to collect such a tax, it is added at checkout at the rate that applies.
6.6 Payment failure. If a renewal payment fails and is not cured within a reasonable time after notice, AiLucent may suspend the paid features of Your plan under Section 20.1, and Your plan drops to the Free Tier at the end of the period that was paid for. A payment dispute raised with Your card issuer in respect of a charge You in fact authorized does not relieve You of amounts You owe.
6.7 Cancellation. You can cancel anytime, on any plan, and no notice period applies. Cancellation takes effect at the end of the period You have paid for: it stops the next renewal, and You are not charged again. Your paid features continue through the end of that period, after which Your Account drops to the Free Tier. Canceling a subscription does not delete Your Account and does not disable the installed Software: the free local Agent does not expire, and AiLucent does not remotely disable it when a trial or a subscription ends (Section 22.4 of the EULA).
6.8 Refunds. Fees are non-refundable once a billing period has begun. Declining a revised version of these Terms or of the EULA during a period You have paid for does not entitle You to a refund. You do not have to accept a revised version to finish a period You have paid for: the version You last accepted continues to govern until that period expires, and the revised version applies from the commencement of any renewal (Sections 21.3 and 21.6). This Section does not limit, and nothing in it waives: (a) any refund an Order Document provides; or (b) any refund, withdrawal, cooling-off, or similar right that the consumer-protection law applicable to You grants and does not permit You to waive, which applies to You in full notwithstanding this Section 6.8.
7.1 Personal, and personal only. ProHub is a personal web product: it belongs to one individual, covers that individual’s machines, and the ProHub account is accessible to nobody else. ProHub attaches to a Plus or Premium Tier; it does not attach to Free.
7.2 Management of installations, including pre-existing ones. The ProHub base license allows management of three (3) installations. Those may be installations that existed before the ProHub subscription was acquired: pre-existing standalone installations are adopted under ProHub management. No entitlement depends on the order in which the subscription and the installations were acquired, as Section 4.4 of the EULA provides.
7.3 Installation allowance stacking. ProHub adds three (3) installations to the holder’s Tier allowance: Plus with ProHub allows six (6); Premium with ProHub allows nine (9). These totals are license terms (Section 5.2).
8.1 Organizational. TeamHub is an organizational product: an owner plus invited individuals, each holding a Seat License under Section 5.4. Seat Licenses are added individually or in packages as described in the applicable Order Documents.
8.2 Hosted by AiLucent only. TeamHub is offered as an AiLucent-hosted service only. The TeamHub license does not permit self-hosting. Operating a self-hosted workspace requires an Enterprise organization-level license (Section 9). This hosting restriction is a license term: self-hosting under a TeamHub license is a breach of these Terms whether or not the software prevents it.
8.3 The fifteen-license cap. A TeamHub account is limited to a maximum of fifteen (15) user licenses. This cap is a license term: holding or using seats beyond it under a TeamHub account is a breach of these Terms whether or not the software prevents it. An Organization that needs more than fifteen user licenses requires an Enterprise license.
9.1 An organization-level license. Enterprise is an organization-level license, different in kind from the Tier-bearing Seat Licenses: the Organization holds the Enterprise license, and each Member additionally holds a Plus or Premium Seat License under Section 5.4. Seat counts scale according to the applicable contract.
9.2 Hosting choice. An Enterprise license permits the Organization’s workspace to be hosted by AiLucent or self-hosted on infrastructure the Organization chooses. Self-hosting is permitted only under an Enterprise organization-level license; this is a license term and applies whether or not the software verifies it. Where an Organization self-hosts, AiLucent does not operate that workspace, does not host it, and does not receive what is synchronized to it.
9.3 Other commercial hub products. AiLucent may offer organizational hub products besides Enterprise, for example products configured for education or for government use. Each is a distinct product, not a configuration of another and not a label applied to the same one. What a given product includes (its capabilities, its feature set, its naming, and its grouping structures) is stated in the applicable Order Documents at the time of purchase, and Section 3.5 governs which products are offered at any given time.
9.4 Groupings. A commercial hub product may provide grouping structures, for example class-session or department groupings. A grouping is an additive organizational structure. It never owns, alters, or stands in for any license, and a Member’s Seat License and its lifetime are independent of the groupings the Member passes through.
9.5 Education products and children. Section 2.5 applies to every Account and Member. Where an education product is deployed in an institution whose students include children, the Organization will not enroll a child as a Member or direct the services at a child’s use, and the Organization is responsible for its own compliance with the law governing children’s data in its jurisdiction.
9.6 Amendment and acceptance for Enterprise. How and when a revised version of these Terms or of the EULA applies to an Enterprise customer is governed by the applicable Order Document, agreed with that customer. An Enterprise Order Document provides terms no less protective of AiLucent, and no less complete, than these Terms and the EULA then in effect; where it is silent on a matter, that matter is governed by these Terms and the EULA.
10.1 Membership is additive. One person may simultaneously hold a personal plan and any number of Seat Licenses across Organizations, including on the same machine. Joining an Organization adds a context; it does not replace, consume, or alter Your personal plan, and leaving an Organization removes only that context. Section 4.5 of the EULA makes the matching statement for the licenses themselves.
10.2 Entitlement resolves per context. What You can do in a given context is determined by the license that governs that context: Your personal plan for personal work, the relevant Seat License for work in that Organization’s context.
10.3 The separation undertaking. AiLucent undertakes, as to the conduct of the Hosted Services: a workspace AiLucent hosts for an Organization receives only material synchronized or tagged to that Organization’s context, and material from Your personal context is not presented in any Organization’s workspace. The Software’s matching design on Your machine (that data associated with an entity context synchronizes only to that entity’s Hub and personal data does not synchronize to any entity Hub) is stated in Section 4.5 of the EULA. Section 22.6 lists this undertaking among those the warranty disclaimer does not withdraw.
11.1 Prohibited acts. You will not, and will not permit or enable any third party to:
(a) use the services in violation of applicable law, or to store or transmit material You have no right to store or transmit;
(b) share Account credentials, or use another person’s Seat License or Account;
(c) exceed the installation allowances, seat caps, or hosting restrictions of Your licenses (Sections 5, 7, 8, and 9): these are license terms You are bound by whether or not the software prevents the excess;
(d) resell, sublicense, or provide the services to third parties except as an organizational plan expressly allows (inviting Members under Seat Licenses);
(e) interfere with or disrupt the services, probe or test their security except under a written agreement with AiLucent, or attempt to access another customer’s workspace or data;
(f) circumvent, or attempt to circumvent, license validation, usage limits, or access controls;
(g) use the services to develop a competing product by systematic extraction of the services’ behavior, or misrepresent AiLucent as the origin or endorser of Your own product or service;
(h) disclose to any third party the results of any benchmark or performance test of the Hosted Services without AiLucent’s prior written consent, except where applicable law does not permit this restriction; or
(i) use the services in contravention of Section 12 (regulated data and high-risk uses) or Section 26 (export control and sanctions).
11.2 Investigation. AiLucent may investigate suspected violations. Section 20 describes suspension and termination.
12.1 Regulated Data. “Regulated Data” means: protected health information and other information subject to the Health Insurance Portability and Accountability Act; cardholder data subject to the Payment Card Industry Data Security Standard; classified, controlled unclassified, or export-controlled technical information requiring safeguards beyond those described in these Terms; biometric identifiers; government-issued identification numbers; financial account credentials; material subject to the attorney-client privilege, to litigation or attorney work-product protection, or to an equivalent professional privilege; and any other category of information that applicable law or an applicable standard subjects to prescribed security, retention, breach-notification, or processing requirements. This definition matches the definition in Section 9.8.1 of the EULA, and the two are to be read identically.
12.2 The services are not offered for Regulated Data. The Hosted Services are not designed, marketed, certified, or offered for the processing or retention of Regulated Data. AiLucent holds no certification, attestation, or accreditation in respect of any such framework, and nothing in these Terms or in any AiLucent material constitutes a representation that the services satisfy, support compliance with, or may be used in satisfaction of any such requirement.
12.3 Your undertaking. You will not use the Hosted Services to process or retain Regulated Data unless You and AiLucent have entered into a separate written agreement expressly permitting that use. Preventing Regulated Data from entering material You synchronize to a workspace is Your responsibility.
12.4 No business associate or processor appointment for Regulated Data. AiLucent does not act, and will not be deemed to act, as a business associate, a processor, a service provider, or a sub-processor in respect of any Regulated Data as a consequence of these Terms or of Your use of the services, and no such relationship arises by implication. Any such appointment requires a separate written agreement executed by AiLucent.
12.5 Prohibited high-risk uses. You will not use the services in, or in connection with, any application in which failure or inaccuracy could reasonably be expected to result in death, personal injury, or severe physical or environmental damage, including the operation of medical devices or life support, aircraft or air traffic control, nuclear facilities, weapons systems, or emergency response or dispatch systems.
13.1 Availability. The Hosted Services are designed to be available continuously, and AiLucent maintains them with that aim; scheduled maintenance and unscheduled interruptions will nonetheless occur. AiLucent does not promise uninterrupted, timely, or error-free operation, and these Terms give no availability warranty (Section 22.2). Section 22.4 governs the effect of a statement of design.
13.2 The installed Software does not depend on the Hosted Services. The installed Software is designed to operate locally without depending on the Hosted Services: the free local Agent keeps working without an Account, and no restoration, preservation, or core local operation requires a server call. This paragraph describes design intent; it is not a warranty, and Section 22 governs.
13.3 Support. AiLucent provides such support for the Hosted Services as it makes available from time to time. These Terms establish no service level, response time, or availability commitment. Support commitments, where any are given, are stated in the applicable Order Documents.
13.4 Changes to the Hosted Services. AiLucent may change the features of the Hosted Services over time. AiLucent will not remove a material feature of a paid plan during a paid term, except by a revised version of these Terms accepted under Section 21, or at the expiry of the then current paid term stated in Your Order Document. Section 5.6 makes the matching statement for Tier contents, and Section 4.2.5 of the EULA governs features of the Software.
13.5 Wind-down of a paid Hosted Service. Where AiLucent discontinues a paid Hosted Service, AiLucent will use reasonable efforts to give not less than six (6) months’ notice before the discontinuation date, by the means described in Section 30.8, and export of Your Hosted Content will remain available until that date. Discontinuation of a Hosted Service does not terminate the EULA and does not disable installed Software (Section 22.4 of the EULA).
14.1 Evaluation use only. AiLucent may make available demonstration or evaluation access to the Hosted Services, including a demonstration workspace and accounts provisioned for demonstration. Such access may be used solely for demonstration, testing, or evaluation, and not for any production or revenue-generating purpose. Section 13.2 of the EULA makes the matching statement for demonstration licenses to the Software.
14.2 As is; may be reset or withdrawn. Demonstration and evaluation access, and any environment it reaches, is provided “AS IS” and “AS AVAILABLE” without warranty, support, service level, or undertaking of any kind; may contain sample data; may be changed, reset, or withdrawn at any time without notice and without liability; and continues only for the period AiLucent designates.
14.3 Do not bring real confidential material into a demonstration. You will not place into a demonstration or evaluation environment any Regulated Data, any personal data of another person, or any confidential material You are not free to disclose. Material placed into a demonstration environment may be deleted at any time, and no commitment in these Terms about Hosted Content applies to it.
15.1 Your use and its consequences. You are responsible for Your use of the services and for the consequences of that use: the data You bring into them, the settings You choose, the destinations You send data to, the people You give access to, and the decisions You make on what the services show You. Your responsibility does not depend on whether the services warn You, prompt You, prevent You, or could have prevented You. A limit stated in these Terms is Your obligation whether or not any software enforces it, and an action the services let You take is still Your action. Section 1.16(b) applies to the construction of this Section 15.
15.2 Your data and how sensitive it is. AI assistant transcripts routinely contain material that matters: credentials and keys; personal data of Your customers, Your employees, and other people; and source code, trade secrets, and confidential material belonging to You or to someone who trusted You with it. You are responsible for what Your data contains. The Software attempts to identify and replace detected secrets before data leaves Your machine, as the EULA and the Data Handling Notice describe; automated detection is incomplete, and these Terms give no warranty that any particular value was identified or replaced (Section 22.3). Nothing in the services relieves You of an obligation You owe someone else about that material: a confidentiality agreement, a data processing agreement, a regulatory duty, a professional duty, or a duty to a customer whose data appears in a transcript.
15.3 The machines and workspaces that hold it. You are responsible for who can reach the machines, Accounts, and workspaces that hold Your data: the physical and account security of the machines You install the Software on, the confidentiality of Your sign-in credentials (Section 4.3), the people You invite into a workspace and the access You give them, and the Administrators You appoint. Where You enroll a machine with a Hub, the choice to enroll it is Yours, and so is responsibility for what that machine’s data then reaches.
15.4 Destinations You choose. The services let You take data out: export it, write an offline copy, send it to a location You name, or hand it to another tool. When You do, You choose the destination and You accept it. AiLucent’s responsibility ends at the handoff. Once data leaves the services at Your direction, AiLucent and its parent, subsidiaries, and affiliates have no responsibility for its security, availability, retention, integrity, or onward distribution, and no ability to recall it.
15.5 Third-party products. The AI assistant tools the products work with, the model endpoints You connect, the operating systems, the browsers, and any other third-party product or service involved in Your use are other vendors’ products. AiLucent does not control them, does not warrant them, and is not responsible for them, as Sections 7.2 and 7.3 of the EULA state. Your use of a third-party product is between You and that vendor, under that vendor’s terms, and a change that vendor makes is not a breach of these Terms by AiLucent.
15.6 Non-waivable rights preserved. This Section 15 allocates responsibility as between You and AiLucent. It does not waive any right You hold that cannot lawfully be waived under the law applicable to You, and it does not relieve AiLucent of liability for its own gross negligence, willful misconduct, or fraud, or for death or personal injury caused by its negligence. Section 23.6 governs.
This Section 16 applies to a customer that is an Organization. In this Section, “You” means that Organization. Section 15 applies to an Organization as well; this Section adds to it and does not narrow it.
16.1 Your seats and Your Members. You are responsible for the use of every Seat License You hold and for Your Members’ use of the organizational services, including use through every installation enrolled under Your Organization, among them headless, service, or otherwise unattended installations that present no acceptance prompt of their own. Your Administrator’s acceptance of a version of these Terms binds You and governs that use (Section 21.4). Members’ use of their own personal services stays with them.
16.2 Your lawful basis for what You capture. The products capture and preserve AI assistant session history on the machines they are installed on. On machines You manage, that history is Your Members’ working material, and it routinely contains the material of people who are not Your Members. You are responsible for having Your own lawful basis to capture, preserve, index, synchronize, retain, and restore that material, including any consent, notice, employment-law requirement, employee-representative process, data processing agreement, sectoral regulation, cross-border transfer condition, or records obligation that applies to You. AiLucent does not determine that basis for You, does not assess it, and does not warrant that any configuration of the products satisfies it.
16.3 Notifying Your Members. You are responsible for telling Your Members what is captured on machines You manage, what synchronizes to Your workspace, who in Your Organization can see it, how long You keep it, and what You do with it. Where a machine is managed with no signed-in user, no prompt can be shown to anyone on that machine, and the notice can come only from You. AiLucent does not give that notice on Your behalf, as the Privacy Statement and Section 9.9 of the EULA state.
16.4 Your Administrators’ choices. Your Administrators make choices on Your behalf: who holds a seat, what each role can see and do, what is enrolled, what is tagged to the Organization, what is retained and for how long, what is exported, and what is recovered or restored and when. Those choices are Yours. AiLucent and its parent, subsidiaries, and affiliates are not responsible for an Administrator’s choice, for the consequences of a restoration an Administrator authorizes, or for what an Administrator does with material in Your workspace. Section 10.3 governs what reaches Your workspace at all; what happens inside it is administered by You.
16.5 The accuracy of who You enroll. You are responsible for the accuracy of who You enroll: that each seat is held by the person You intend it for, that a seat is removed when that person’s relationship with You ends, that the people You invite into Your workspace are who You believe them to be, and that the membership and identity records You give AiLucent are correct.
16.6 Your instructions to the services. The services act on the instructions they are given. You are responsible for the instructions Your Organization gives them (by configuration, by policy, by an Administrator’s action, or through any interface AiLucent makes available) and for the results of those instructions, including instructions that cause data to be retained, synchronized, restored, exported, or deleted. Where AiLucent hosts Your workspace, AiLucent runs the service on Your instructions, and You remain the party deciding what is collected, who may see it, and how long it is retained, as the Privacy Statement states.
16.7 Processing location; data processing terms. The service providers AiLucent uses, and the location of processing (the United States), are stated in the Privacy Statement. Where the law applicable to You requires a data processing agreement or equivalent terms for Your workspace, those terms are entered into through an Order Document; AiLucent does not represent that any are in place unless an executed Order Document states them.
16.8 Self-hosting. Where You hold an Enterprise license and choose to self-host Your workspace (Section 9.2), You operate that infrastructure. You are responsible for its security, its availability, its backups, its access control, and its compliance with the law that applies to You. AiLucent does not operate it and does not receive what is synchronized to it, and AiLucent and its parent, subsidiaries, and affiliates are not responsible for infrastructure AiLucent does not operate.
16.9 Non-waivable rights preserved. Section 15.6 applies equally to this Section 16.
17.1 AiLucent’s ownership. AiLucent and its licensors own the Hosted Services, the Site, their documentation, and all intellectual property rights in and to each of them. The Software is owned as Section 6.1 of the EULA states. These Terms effect no assignment or transfer of ownership to You, and no right is granted by implication, estoppel, exhaustion, or otherwise.
17.2 Your content remains Yours. AiLucent claims no ownership of Your Hosted Content, Your conversations, Your session history, or anything You export from the services. As between You and AiLucent, those materials remain Yours. As between an Organization and its Members, rights in that material are determined by their own arrangement and by applicable law, and not by these Terms, as Section 4.9 of the EULA states for the Software.
17.3 The license You grant AiLucent to operate the services. You grant AiLucent, for so long as Hosted Content resides in a workspace AiLucent hosts, the limited, non-exclusive rights necessary to receive, store, copy, process, transmit, back up, display to You and to those Your Organization authorizes, export, and delete that Hosted Content, solely to provide, secure, and maintain the services, at Your direction and Your Organization’s direction, and for no other purpose. This license ends when the Hosted Content is deleted from the workspace, subject to copies in backups made in the ordinary course, which are overwritten in their turn. AiLucent acquires no right to use Hosted Content for advertising, for building profiles of individuals, or for sale, and no such right is granted by this Section 17.3. Training is governed separately by Section 17.5.
17.4 Feedback. If You elect to provide AiLucent with suggestions, comments, ideas, or other feedback concerning the services, You grant AiLucent a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable license to use, reproduce, modify, and exploit that feedback for any purpose, without attribution, accounting, or further obligation to You. You are under no obligation to provide feedback, and You will not provide AiLucent any material You are not free to disclose.
17.5 Training.
(a) Your conversations are not used for training, wherever they are. AiLucent does not use Your conversations to train, develop, evaluate, or improve any model, and does not permit any third party to do so. This holds for the conversation history the Software keeps on Your own computer, which AiLucent does not receive at all, and it holds equally for conversation records synchronized to a workspace AiLucent hosts. Where the material sits makes no difference.
(b) Unless You ask for it. Where You expressly ask that Your conversations be used for training, AiLucent may use them on the terms You agree and no further. That agreement is given separately and deliberately. It is never implied by using the services, never implied by a setting You did not change, and never implied by accepting these Terms. AiLucent records each such request (who made it, when, and against which version of these Terms) in the manner described in Section 2.2. You may withdraw it at any time, which stops further use from that point but does not unmake a model already trained.
AiLucent operates no setting or administrative control within the services capable of enabling this.
(c) Data about how the services run may be used. AiLucent may use Account, purchase, usage, operational, diagnostic, and security data arising in the AiLucent websites and in workspaces AiLucent hosts, together with statistical and aggregate data derived from the operation of the services, to train, develop, evaluate, and improve models and the services. The usage measurements the Software reports are separately switchable as the Data Handling Notice describes, and switching them off stops them being collected at all.
(d) Where the line falls, stated plainly. Subsection (a) covers conversation content and everything derived from it: message text, prompts, answers, reasoning, tool inputs and outputs, the names of Your files and projects, and any summary, index, or other representation computed from any of them. Subsection (c) covers data about the operation of the services: counts, bands, versions, timings, error and security events, and aggregates that identify no customer. A representation derived from a conversation is governed by subsection (a), not subsection (c), whatever form it takes.
(e) Limits that nothing changes. Even where You have agreed under subsection (b), AiLucent will not use for training: any value its detection identifies as a secret; any Regulated Data, which Section 12 bars from the services altogether; or any material in a manner designed or reasonably likely to cause a model to reproduce one customer’s material to another customer. AiLucent will not sell Your conversations, and will not license them to a third party for that third party’s own model training.
(f) An Order Document may vary this Section. Where an Order Document executed by both parties sets different terms, that document governs for that purchase (Section 3.4).
18.1 AiLucent’s obligation. AiLucent will treat as confidential, and will not disclose to any third party except as these Terms or the Privacy Statement permit: Your Hosted Content; the contents of Your workspace; and any compliance certification given under Section 4.8 of the EULA. Disclosure is permitted to the service providers named in the Privacy Statement to the extent required to operate the services, and where required by law, in which case AiLucent will notify You before disclosure where the law permits notice.
18.2 Your obligation. You will treat as confidential any non-public information AiLucent discloses to You that is identified as confidential or that a reasonable person would understand to be confidential, including non-public pricing and terms in an Order Document and non-public product information disclosed under an evaluation.
18.3 Exceptions. An obligation under this Section 18 does not apply to information that: is or becomes public other than by breach of these Terms; was lawfully known to the receiving party without a duty of confidence before disclosure; is received from a third party without breach of a duty of confidence; or is independently developed without use of the disclosing party’s information.
18.4 Duration. The obligations in this Section 18 continue for as long as the information remains confidential, and survive termination as Section 20.6 provides.
19.1 The Privacy Statement. The AiLucent Privacy Statement, published on the Site and effective 8 October 2026 as revised under its own change mechanics, describes the personal data AiLucent collects, the purposes for which it is used, the service providers that process it, the location of processing, and Your choices. Where these Terms mention a record AiLucent keeps (acceptance records, membership records, purchase facts, install-token records), the Privacy Statement’s enumeration is the authoritative description of that record’s contents. These Terms add no collection beyond what the Privacy Statement describes.
19.2 What the Privacy Statement is. The Privacy Statement describes the handling of data; the obligations of the parties are set out in these Terms and in the EULA, as the Privacy Statement itself states. Where these Terms and the Privacy Statement address the same subject, they are drafted to be consistent.
19.3 Safeguards. AiLucent maintains administrative and technical safeguards appropriate to the nature and scale of the Hosted Services, including sign-in through an identity service that holds credentials so that the Site does not receive Your password, and payment processing through Stripe so that card numbers do not reach AiLucent’s servers.
19.4 Incident notice. Where AiLucent confirms a breach of security of the Hosted Services that has resulted in unauthorized access to Your Hosted Content or to personal data for which AiLucent is responsible, AiLucent will notify affected customers without undue delay, by the means described in Section 30.8, and will provide the information reasonably available to AiLucent about the nature and scope of the incident. Where an Organization’s workspace is affected, notice is given to the Organization, which is responsible for any notice owed to its Members.
20.1 Suspension by AiLucent. AiLucent may suspend Your access to Accounts and Hosted Services, in whole or in part, where: payment for Your subscription fails and is not cured (Section 6.6); AiLucent reasonably believes Your use violates Section 11 or Section 12 or threatens the security or integrity of the services; or suspension is required by law. Where practical, AiLucent will notify You and give You an opportunity to cure before or promptly after suspension.
20.2 Termination by AiLucent for breach. Where You materially breach these Terms, AiLucent may terminate Your Account and plan by written notice. Where the breach is capable of cure, termination takes effect thirty (30) days after that notice unless You have cured the breach within that period. Where the breach is of Section 11.1(e), 11.1(f), 12, or 26, or consists of infringement or misappropriation of AiLucent’s intellectual property, termination takes effect immediately upon notice.
20.3 Termination by You. You may stop using the services and close Your Account at any time. Closing Your Account cancels renewals; refund treatment is governed by Section 6.8.
20.4 Effect on the installed Software. Suspension or termination under these Terms does not, by itself, terminate the EULA: the free local Agent continues to operate under its own license, and AiLucent does not remotely disable it (Section 22.4 of the EULA). Features of the installed Software that depend on a subscription or on a Hosted Service stop working when the subscription or service ends.
20.5 Effect on Hosted Content. Termination does not change whose data it is: Your Hosted Content remains Yours, and AiLucent will make export of it available to You for at least thirty (30) days following termination, after which AiLucent may delete it. An Organization’s workspace is administered by the Organization, and data in it is governed by the Organization’s choices and the applicable Order Documents. Data residing on Your own computer is governed by the EULA, which states that termination does not effect a forfeiture of Your data (Section 21.5 of the EULA).
20.6 Survival. Termination, suspension, expiry of a paid term, Your declining a revised version of these Terms, and closure of Your Account end the rights that depend on them. They do not end the following, which survive and continue to apply to anything that happened before the end: Sections 1, 2.2, 2.3, 2.4, 3, 6 (as to amounts accrued and refunds), 10.3 (for as long as AiLucent holds data to which it applies), 11 (as to use before the end), 12, 15, 16, 17, 18, 19, 20.4, 20.5, this Section 20.6, 21.5, 22, 23, 24, 25, 26, 29, 30, and 31. Sections 15.6, 22.7, 23.6, and 24.5 survive together with the provisions they qualify, so that no surviving provision is construed as absolute.
21.1 Versioned and immutable per version. These Terms are versioned and immutable per version. Each version is preserved with a stable identifier and a checksum so that You can always retrieve the exact version You accepted (Section 2.2).
21.2 Affirmative acceptance required. If AiLucent changes these Terms, AiLucent will issue a new version, presented with its effective date. A new version applies to You only when You affirmatively accept it; the version You accepted continues to govern until You accept a newer one. Neither silence nor continued use alone constitutes acceptance. Each acceptance is recorded as a separate acceptance for that version.
21.3 Declining a revised version does not end a paid period or suspend a free Account. Declining a revised version does not, by itself, end Your access during a period You have paid for or suspend a Free Tier Account: the version You last accepted continues to govern Your use, and a revised version applies to a paid subscription only from the commencement of its next renewal (Section 21.6). To renew a paid subscription, You accept the version then in effect; if You do not, the subscription does not renew, and Your Account continues on the Free Tier under the version You last accepted. Declining does not change whose data it is: Your Hosted Content remains Yours, and AiLucent will make export of it available to You (Section 20.5). Declining a new version of these Terms does not, by itself, affect Your license to the installed Software, which continues under the EULA version You accepted.
21.4 Administrator acceptance binds the Organization. For organizational plans, acceptance of a version of these Terms by an Administrator binds the Organization and governs its Members’ use of the organizational services, including use through every installation enrolled under the Organization, among them headless, service, or otherwise unattended installations that present no acceptance prompt of their own. Members’ individual use of personal services remains governed by their own acceptances. Section 23.4 of the EULA makes the matching statement for the Software.
21.5 Versions remain retrievable. Each version of these Terms is recorded as described in Section 2.2, and AiLucent will make the version You accepted available to You on request, so that it may be identified and obtained.
21.6 Declining during a paid period. Where You decline a revised version during a period You have paid for, the version You last accepted continues to govern until the expiry of that period, and the revised version applies from the commencement of any renewal. Your paid period runs to its end; declining neither shortens it nor entitles You to a refund of it (Section 6.8). The EULA provides the corresponding rule for the installed Software.
21.7 No other amendment. No amendment, modification, or waiver of these Terms is effective unless made under this Section 21 or recorded in a writing signed by an authorized representative of AiLucent. No purchase order, acknowledgment, or other document issued by You will vary these Terms, and any additional or inconsistent term in such a document is rejected and void.
22.1 AS IS. EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY GIVEN IN SECTION 22.8, THE HOSTED SERVICES AND THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.
22.2 Disclaimer. EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY GIVEN IN SECTION 22.8, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AILUCENT AND ITS PARENT, SUBSIDIARIES, AND AFFILIATES DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM A COURSE OF DEALING, A COURSE OF PERFORMANCE, OR A USAGE OF TRADE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, SYSTEM INTEGRATION, AND DATA INTEGRITY, AND ANY WARRANTY OF UPTIME, AVAILABILITY, CONTINUITY, OR TIMELINESS.
22.3 No warranty about Your data. WITHOUT LIMITING SECTION 22.2, AILUCENT DOES NOT WARRANT THAT ANY DATA STORED, INDEXED, SYNCHRONIZED, RECOVERED, RESTORED, OR EXPORTED THROUGH THE SERVICES IS OR WILL BE ACCURATE, COMPLETE, CURRENT, AVAILABLE, OR RECOVERABLE; THAT ANY PARTICULAR CONVERSATION, RECORD, SETTING, OR FILE WILL BE CAPTURED, RETAINED, OR RECOVERABLE; OR THAT ANY SECRET VALUE WILL BE IDENTIFIED OR REPLACED. Keep Your own independent backups of anything that matters to You.
22.4 Descriptions of design are not warranties. These Terms, the EULA, the Data Handling Notice, the documentation, the Site, and the services’ own interfaces describe how the products are designed to operate. A description of design is a description and does not constitute a warranty, a guarantee, a condition, or an undertaking as to outcome, and no such warranty, guarantee, condition, or undertaking arises from any statement expressed in that form.
22.5 Third-party products. AiLucent gives no warranty about any third-party product, service, model, network, or vendor involved in Your use. Section 15.5 governs.
22.6 Undertakings as to AiLucent’s own conduct are not disclaimed. This Section 22 disclaims warranties. It does not withdraw, and will not be construed to withdraw, the undertakings as to AiLucent’s own conduct listed in this Section 22.6. Those undertakings are the following, and no others:
(a) that AiLucent will record each acceptance of these Terms with the version identifier and checksum described in Section 2.2, and will not alter a record once made (Section 2.3);
(b) that a workspace AiLucent hosts for an Organization receives only material synchronized or tagged to that Organization’s context, and that material from Your personal context is not presented in any Organization’s workspace (Section 10.3);
(c) that the free local Agent does not expire and that AiLucent does not remotely disable it when a trial or a subscription ends (Sections 6.7 and 20.4);
(d) that, before a renewal at a changed rate, AiLucent provides the notice, consent, or other protection Section 6.3 states, including advance notice where no statute applies (Section 6.3);
(e) that a revised version of these Terms applies only upon Your recorded affirmative acceptance, that neither silence nor continued use alone constitutes acceptance, and that the version You accepted remains retrievable (Sections 21.2 and 21.5);
(f) that declining a revised version does not effect a forfeiture of Your data, and that export of Your Hosted Content remains available as Sections 20.5 and 21.3 state;
(g) that where You decline a revised version during a paid period, the version You accepted carries You to the end of that period and declining neither ends that period early nor is a condition that bricks Your access (Section 21.6);
(h) that AiLucent will not remove a material feature of a paid plan during a paid term except as Section 13.4 states;
(i) that AiLucent will use reasonable efforts to give not less than six (6) months’ notice before discontinuing a paid Hosted Service, with export available until the discontinuation date (Section 13.5);
(j) that AiLucent will give the incident notice described in Section 19.4;
(k) that AiLucent will treat Your Hosted Content and workspace contents as confidential as Section 18.1 states; and
(l) that AiLucent claims no ownership of Your content and acquires no right to use Hosted Content for advertising, for building profiles of individuals, or for sale (Sections 17.2 and 17.3); that Your conversations are not used to train any model wherever they are held, unless You expressly ask for that (Sections 17.5(a) and 17.5(b)); that a representation derived from a conversation is treated as a conversation (Section 17.5(d)); and that the limits in Section 17.5(e) hold even where You have agreed; and
(m) that a founder price lock behaves as Section 6.2 states: that it runs from Your signup date, that it holds Your stage’s rate for the whole of its period, and that neither a later stage nor a change to the published standard price alters it (Section 6.2); and
(n) that AiLucent operates no setting or administrative control within the services capable of enabling the use of conversations for training, and that each request under Section 17.5(b) is recorded (Section 17.5(b)).
Each undertaking in this Section 22.6 is an undertaking as to what AiLucent and the services will and will not do. None is a warranty as to outcome, and Section 22.3 continues to apply in full to every outcome it names.
22.7 Rights not disclaimed. Nothing in this Section 22 excludes or limits: any warranty, representation, condition, or right that cannot lawfully be excluded or limited under the law applicable to You, including consumer rights and statutory guarantees; liability for gross negligence, willful misconduct, or fraud; or liability for death or personal injury caused by negligence. Where the law applicable to You limits a disclaimer in this Section 22, that disclaimer applies to the fullest extent that law permits and no further, and the remainder of this Section 22 continues in force.
22.8 Limited warranty for paid plans
(a) What is warranted. During a paid subscription period, AiLucent warrants that the Hosted Services will operate substantially in accordance with the documentation AiLucent publishes for the Tier and the web product You purchased, as that documentation stands when You purchase. The standard is therefore the documentation for the thing You bought: a Plus subscription is measured against the Plus documentation, a TeamHub subscription against the TeamHub documentation, and an Enterprise product against the documentation and Order Documents for that product.
(b) What is not warranted. This Section does not apply to: the Free Tier or any other access provided without charge; a Trial; demonstration or evaluation access (Section 14); features identified as pre-release, preview, beta, or early access; or the installed Software, which the EULA governs and which is provided as is. It does not apply to a non-conformity caused by Your configuration, by Your data, by a third-party product or service, by a model endpoint You designate, or by anything outside AiLucent’s reasonable control.
(c) Notice. You must tell AiLucent in writing, describing the non-conformity, within thirty (30) days of discovering it. A non-conformity not notified within that period is not covered by this Section.
(d) The remedy, and the only remedy. AiLucent will use commercially reasonable efforts to correct a non-conformity properly notified. Where AiLucent does not correct it within a reasonable time, AiLucent will refund the fees You prepaid for the affected service for the unexpired part of the period in which the non-conformity occurred. Correction or refund is Your sole and exclusive remedy, and AiLucent’s entire liability, for breach of this Section 22.8.
(e) No damages. AiLucent is not liable in damages of any kind for breach of this Section 22.8: not direct, indirect, incidental, special, consequential, exemplary, or punitive, and not for lost profits, lost revenue, lost data, or business interruption. Section 23 applies to every other claim.
(f) This warranty is personal to You. It is given to the customer who purchased and may not be assigned or relied upon by any other person.
23.1 Excluded categories of loss. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER AILUCENT NOR ITS PARENT, SUBSIDIARIES, OR AFFILIATES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST, CORRUPTED, OR UNRECOVERABLE DATA, LOST OR UNRECOVERABLE CONVERSATION HISTORY, LOST PROFITS, LOST REVENUE, LOST GOODWILL, LOST BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, LOSS OF USE, COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR COST OF RECREATING OR RECOVERING DATA, HOWEVER CAUSED AND WHETHER THE CLAIM ARISES IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER THEORY, AND WHETHER OR NOT AILUCENT WAS ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES.
23.2 Aggregate cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF AILUCENT AND ITS PARENT, SUBSIDIARIES, AND AFFILIATES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO AILUCENT FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED UNITED STATES DOLLARS (US$100). WHERE YOU HOLD A FREE TIER AND HAVE PAID NO FEES, THE CAP IS ONE HUNDRED UNITED STATES DOLLARS (US$100) AND IS NOT ZERO.
23.3 One cap. The cap in Section 23.2 is an aggregate applicable to all claims in the aggregate. Multiple claims, claims by multiple persons under one Account or one organizational plan, and claims arising from multiple events do not increase it. Where the same facts give rise to claims under both these Terms and the EULA, the caps are not cumulative, and the larger single cap applies.
23.4 Limits survive failure of remedy. The exclusions in Section 23.1 and the cap in Section 23.2 apply notwithstanding the failure of any limited or exclusive remedy of its essential purpose, and apply even if a remedy stated in these Terms is held unenforceable or fails to make You whole.
23.5 Basis of the bargain. The disclaimers in Section 22 and the limitations in this Section 23 are a fundamental element of the bargain between the parties. The price of each paid plan reflects this allocation of risk, and the Free Tier is made available without charge in reliance upon it. Absent these provisions, the services would be priced differently or would not be offered.
23.6 Liability not limited. Nothing in this Section 23 excludes or limits: any liability that cannot lawfully be excluded or limited under the law applicable to You, including consumer rights and statutory guarantees; liability for gross negligence, willful misconduct, or fraud; or liability for death or personal injury caused by negligence. Where the law applicable to You limits a provision of this Section 23, that provision applies to the fullest extent that law permits and no further, and the remainder of this Section 23 continues in force.
24.1 Your indemnity. You will defend, indemnify, and hold harmless AiLucent, its parent, subsidiaries, and affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claim, demand, action, or proceeding, and any resulting loss, liability, damage, settlement, judgment, fine, penalty, cost, or reasonable attorneys’ fees, arising out of or relating to:
(a) Your use of the services, including the data You bring into them, the settings You choose, and the destinations You send data to (Section 15);
(b) Your breach of these Terms, including Section 11 and the license terms in Sections 5, 7, 8, and 9;
(c) Your infringement or misappropriation, through the services, of another person’s intellectual property, privacy, publicity, or confidentiality rights;
(d) Your lack of a lawful basis for material You capture, preserve, index, synchronize, retain, restore, or export through the services; and
(e) the instructions You give the services.
24.2 An Organization’s indemnity. If You are an Organization, Section 24.1 applies to You, and it extends to: (a) Your Members’ use of the organizational services under the seats You hold, including use through unattended installations enrolled under Your Organization; (b) Your Administrators’ policy choices, configurations, restorations, exports, and deletions (Section 16.4); (c) Your lawful basis under Section 16.2 and the notices You owe Your Members under Section 16.3, including a claim brought by one of Your own Members, by a former Member, or by a person whose material appears in Your Members’ transcripts; (d) the accuracy of who You enroll under Section 16.5; and (e) Your operation of self-hosted infrastructure under Section 16.8. A Member acting outside Your policy does not reduce Your responsibility under this Section 24.2.
24.3 Consumer exclusion. Section 24.1 does not apply to an individual who uses the services under a Free Tier otherwise than in the course of a business, trade, or profession. Section 20.3 of the EULA makes the matching exclusion for the Software.
24.4 Procedure. AiLucent will give You prompt written notice of any claim for which it seeks indemnity, provided that a delay in notice reduces Your obligations only to the extent You are materially prejudiced by the delay. You will have control of the defense and settlement of the claim with counsel reasonably acceptable to AiLucent. AiLucent will cooperate in the defense at Your reasonable expense and may participate with its own counsel at its own expense. You will not settle any claim in a manner that admits fault or wrongdoing on the part of AiLucent, imposes any non-monetary obligation or payment obligation upon AiLucent, or fails to release AiLucent fully, without AiLucent’s prior written consent.
24.5 Limits on Your indemnity. Your indemnity under this Section 24 does not extend to any portion of a claim arising from AiLucent’s own gross negligence, willful misconduct, or fraud, or from death or personal injury caused by AiLucent’s negligence; does not apply where, or to the extent that, the law applicable to You prohibits or limits it; and does not waive any right You hold that cannot lawfully be waived under that law. Where that law limits this Section 24, this Section 24 applies to the fullest extent that law permits and no further.
24.6 No intellectual-property indemnity is given under these Terms. AiLucent gives no indemnity, and assumes no obligation to defend You or to pay any damages, settlement, cost, or attorneys’ fees, in respect of any claim that the services, or Your use of them, infringe or misappropriate the intellectual property rights of any third party. No such indemnity arises by implication, by course of dealing, by usage of trade, from any statement in AiLucent’s documentation or marketing, or from any purchase order, acknowledgment, or other document issued by You (Section 21.7). Where AiLucent elects to give such an indemnity, it does so only in a written agreement signed by an authorized representative of AiLucent, only on the terms expressly stated in that agreement, and only to the extent so stated. This Section 24.6 does not limit any right You hold that cannot lawfully be excluded under the law applicable to You.
You decide whether to use the services. In deciding, You accept the risks that come with what they do. Stated plainly, so that Your acceptance is an informed one:
25.1 Copies exist. The products capture and keep their own copies of AI assistant session history. Preservation is what the Software does while it runs, as the EULA states, and there is no setting that leaves it running while preserving nothing, though You can stop or close it whenever You want, at the cost that nothing is captured while it is off. If You use the products, copies of that history exist in the Software’s own storage on the machine, and, if You enroll the machine with a Hub, in that workspace.
25.2 That material can be sensitive. That history can contain credentials, personal data, and confidential material (Section 15.2). Detection and replacement of secret values is attempted on the paths that take data out, and automated detection is incomplete.
25.3 Deleting in the assistant is not deleting in AiLucent. Deleting a conversation in the AI assistant that created it does not delete the copy the Software preserved. Removing it from the Software is a separate act You take in the product, as Section 12.2 of the EULA describes, and removing it from a workspace it has synchronized to is governed by that workspace’s own controls.
25.4 Data can be lost or wrong. Data can be lost, incomplete, out of date, mislabeled, or unreadable: through a hardware failure, a storage or file-system problem, a change a third-party tool makes to its own storage, a setting You chose, an interruption of a Hosted Service, or a defect in the software. These Terms give no warranty that this will not happen (Section 22.3). Keeping Your own independent backups is how You manage that risk.
25.5 Services can be unavailable and can change. The Hosted Services can be interrupted (Section 13.1), and their features can change over time (Section 13.4).
25.6 In an Organization, someone else’s choices apply to Your work. If the seat You use is held by an Organization, that Organization’s Administrators make the policy choices that govern Your organizational work, including retention, export, and restoration (Section 16.4), and rights in that material as between You and the Organization are determined by Your arrangement with it and by applicable law (Section 17.2).
25.7 Operating under a superseded version is Your choice, and its risks are Yours. For the installed Software, You may choose to remain on a version AiLucent has superseded by declining an update, and the version of the EULA You accepted continues to govern that use, as the EULA provides. That is Your decision, and You accept its risks and consequences. A superseded version may lack security fixes, corrections, and capabilities that later versions carry, and the systems, services, and third-party tools it works with may change beneath it. AiLucent has no obligation to support, maintain, correct, or secure a version You have chosen to remain on. Declining a revised version of these Terms is a different matter, governed by Section 21.3, which addresses Your continued access to accounts and Hosted Services. Where You are an Organization and You distribute or permit the continued use of a superseded version of the Software among Your Members, You will defend, indemnify, and hold harmless AiLucent and its parent, subsidiaries, and affiliates from any third-party claim arising from that choice, on the terms of Section 24. Section 25.8 governs what this Section does not reach.
25.8 What You do not assume. You do not assume the risk of gross negligence, willful misconduct, or fraud by AiLucent or its parent, subsidiaries, or affiliates, or of death or personal injury caused by their negligence. Nothing in this Section 25 waives a right that the law applicable to You says cannot be waived, and nothing in it is an agreement that AiLucent may do something the law forbids. Section 23.6 governs.
26.1 Export control. You acknowledge that the services and the Software are of United States origin and are subject to the United States Export Administration Regulations and other applicable export control laws. You will comply with all such laws, including end-user, end-use, and destination restrictions imposed by the United States and other governments.
26.2 Sanctions representation. You represent and warrant that You are not, and are not owned or controlled by or acting on behalf of, a person or entity that is: ordinarily resident in, located in, or organized under the laws of a country or territory subject to comprehensive United States sanctions; or identified on any restricted-party list maintained by the United States, the United Nations, the European Union, or the United Kingdom. You will not make the services available to any such person or entity.
26.3 Anti-corruption. You will not offer, promise, give, or authorize the giving of anything of value to any government official or other person in order to obtain an improper advantage in connection with these Terms, and You will comply with all applicable anti-bribery and anti-corruption laws.
26.4 Continuing obligation. The representations in this Section 26 are given on acceptance and are deemed repeated on each day on which You use the services.
27.1 The Hosted Services are commercial products and commercial services, and the Software is “commercial computer software” developed exclusively at private expense, as Section 16.1 of the EULA states. United States Government customers acquire the services with only those rights set forth in these Terms and the applicable Order Documents. Any provision inconsistent with federal procurement law is unenforceable only to the extent of that inconsistency.
28.1 If You believe that material in a workspace AiLucent hosts infringes Your copyright, send a written notice to the legal-notices address in Section 31 identifying the copyrighted work, the material claimed to infringe and information reasonably sufficient to locate it, Your contact information, a statement that You have a good-faith belief that the use is not authorized, and a statement, under penalty of perjury, that the notice is accurate and that You are the owner or authorized to act for the owner. AiLucent will respond as United States copyright law provides, may remove or disable access to the material, and may terminate, in appropriate circumstances, the Accounts of repeat infringers.
29.1 Governing law. These Terms, and any dispute, claim, or controversy arising out of or relating to these Terms or the services, whether in contract, tort, or otherwise, are governed by the laws of the State of Wyoming, United States of America, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.
29.2 Venue. Subject to Sections 29.3 and 29.4, the state and federal courts located in Sheridan County, Wyoming have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the services. Each party consents to the personal jurisdiction of those courts and waives any objection to venue in them on grounds of inconvenient forum.
29.3 Small claims. Either party may bring an individual claim in a court of small claims having jurisdiction, in lieu of the courts designated in Section 29.2, for so long as the claim remains in that court and is prosecuted on an individual basis.
29.4 Equitable relief. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction in order to protect its intellectual property or confidential information, without first complying with any other provision of this Section 29 and without the necessity of posting a bond.
29.5 WAIVER OF JURY TRIAL. EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.
29.6 Claims brought individually. EACH PARTY WILL BRING ANY CLAIM AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. No court or arbitrator may consolidate the claims of more than one person without the written consent of both parties. This Section 29.6 does not apply where, or to the extent that, the law applicable to You does not permit it, and if this Section 29.6 is held unenforceable in any respect, it is severed and the remainder of this Section 29 continues in force.
29.7 Limitation period. ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN THE PERIOD STATED BELOW AFTER THE CLAIM ACCRUES, FAILING WHICH IT IS PERMANENTLY BARRED: FOR A CLAIM ARISING UNDER THE FEDERAL LAW OF THE UNITED STATES, ONE (1) YEAR; AND FOR ANY OTHER CLAIM, EIGHTEEN (18) MONTHS. This Section 29.7 does not apply where, or to the extent that, applicable law prohibits the shortening of a limitation period, and in that case the shortest period that law permits applies.
29.8 Attorneys’ fees. In any proceeding to enforce these Terms, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs, except where applicable law provides otherwise in respect of a consumer.
29.9 Rights this Section does not reach. Nothing in this Section 29 deprives You of the protection of any mandatory provision of the law of the country or state in which You habitually reside, or of any right to bring or defend proceedings in a forum that the law applicable to You provides may not be displaced by agreement. Where the law applicable to You limits a provision of this Section 29, that provision applies to the fullest extent that law permits and no further, and the remainder of this Section 29 continues in force.
29.10 One dispute, two documents. These Terms and the EULA select the same law and the same forum so that a dispute touching both the installed Software and the services is not split between them. Section 24 of the EULA is the counterpart of this Section 29.
30.1 Entire agreement. These Terms, together with the Privacy Statement to the extent Section 19 incorporates it and the Order Documents applicable to You, constitute the entire agreement between the parties in respect of the subject matter described in Section 3.1, and supersede all prior and contemporaneous agreements, proposals, representations, and understandings in respect of that subject matter, whether written or oral. This Section 30.1 does not supersede the EULA, which governs the subject matter described in Section 3.2.
30.2 No reliance. You acknowledge that You have not relied upon any statement, representation, warranty, or assurance in respect of the services other than as expressly set out in these Terms. This Section 30.2 does not limit liability for fraud or fraudulent misrepresentation.
30.3 Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to render it enforceable while preserving its intent, or, if it cannot be so modified, severed, and the remainder of these Terms will continue in full force and effect. Section 29.6 is subject to its own severability provision.
30.4 No waiver. No failure or delay by either party in exercising any right under these Terms operates as a waiver of that right or of any other, and no single or partial exercise precludes any further exercise. A waiver is effective only if given in writing by the party granting it.
30.5 Cumulative remedies. Except where these Terms expressly provide that a remedy is exclusive, all rights and remedies under these Terms are cumulative and in addition to every other right or remedy available at law or in equity.
30.6 Assignment. You may not assign or transfer these Terms, or any right or obligation under them, without AiLucent’s prior written consent, except that an Organization may assign these Terms to a successor to all or substantially all of its business or assets upon written notice to AiLucent. AiLucent may assign these Terms, in whole or in part, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, in each case without Your consent. These Terms bind and benefit the parties and their permitted successors and assigns.
30.7 No third-party beneficiaries. These Terms confer no right or remedy upon any person other than the parties and, in respect of Sections 22, 23, and 24, AiLucent’s parent, subsidiaries, and affiliates and their respective officers, directors, employees, and agents, each of whom may enforce those Sections.
30.8 Notices. AiLucent may give notice under these Terms through the services, by email to the address associated with Your Account, or by posting to the Site. Notice so given is deemed received on the day it is given, or on the next business day if given after 5:00 p.m. in the recipient’s time zone. You will give notice to AiLucent in writing at the address stated in Section 31, and such notice is deemed received upon actual receipt. You will maintain a current email address for the purposes of this Section 30.8.
30.9 Force majeure. Neither party is liable for any delay or failure in performance, other than an obligation to pay money, caused by an event beyond its reasonable control, including act of God, natural disaster, epidemic, act of war or terrorism, civil disturbance, governmental action, labor dispute, failure of a utility or telecommunications provider, or failure or interruption of the internet. This Section 30.9 does not suspend the undertakings in Section 22.6 concerning records already made.
30.10 Independent parties. The parties are independent contractors. These Terms create no partnership, joint venture, agency, fiduciary, franchise, or employment relationship between them, and neither party may bind the other.
30.11 Publicity. Neither party will use the other’s name, logo, or trademarks in any public statement without the other’s prior written consent, except that each party may identify the other factually where required by law or by a regulatory authority.
30.12 Construction. Section 1.16 governs the construction of these Terms.
30.13 Electronic form. These Terms may be accepted electronically as provided in Section 2.4, and an electronic or printed copy of them has the same effect as an original.
30.14 English language. These Terms are made in the English language. Where AiLucent provides a translation, the English version governs in the event of any inconsistency, except where applicable law requires otherwise.
AiLucent LLC 30 N Gould St Ste R Sheridan, Wyoming 82801 United States of America
Legal notices: legal@ailucent.ai Privacy inquiries: privacy@ailucent.ai Support: as published within the products and on the AiLucent website.
End of AiLucent Terms of Service, Version 1.0.