Terms of Service

“Account Information” means information you provide to create and maintain an account (for example, name, email, role, billing contact).

“A2A” means Lamdis agent-to-agent relays and similar message/transit functionality.

“Authorized Users” means your employees and contractors you authorize to use the Service on your behalf.

“Beta Services” means features, products, integrations, or functionality identified as alpha, beta, pilot, developer preview, early access, or similar.

“Customer Content” means data, code, manifests/specifications (e.g., MCP manifests, OpenAPI specs), prompts, action definitions, OAuth tokens/keys, messages, files, logs you provide, and any data submitted by your end users to the Service.

“Documentation” means Lamdis’s then-current technical and usage documentation for the Service.

“Hosted Runtimes” means Lamdis-managed hosting/execution of MCP servers, A2A relays, webhooks, and related infrastructure.

“Lamdis Platform” means Lamdis’s software, APIs, SDKs, developer console, analytics, Hosted Runtimes, and underlying infrastructure made available as the Service.

“Order Form” means an ordering document (including online checkout) specifying your plan, term, limits, seats, and fees.

“Output” means results produced by the Service from processing Customer Content (e.g., run results, messages, transformed data, logs exported to you).

“Service” means the Lamdis Platform, Hosted Runtimes, Output, Service Data, Beta Services, and any professional services or add-ons specified in an Order Form.

“Service Data” means operational and telemetry data generated by the Service (e.g., usage metrics, performance metrics, diagnostic logs, request/response metadata).

“Third-Party Products” means third-party services, models, APIs, libraries, or applications you choose to use with the Service (e.g., OpenAI/Anthropic/Google models, Slack/QuickBooks/DoorDash, databases, identity providers).

“Website” means lamdis.ai and any page on which these Terms appear.

“Data Protection Laws” means applicable privacy/data protection laws (e.g., EU/UK GDPR, CCPA/CPRA, PIPEDA).

2.1 Account & eligibility. You must provide accurate Account Information and keep it current. Only Authorized Users at or above the age of majority in their jurisdiction may access the Service under your account. You are responsible for your Authorized Users’ actions and compliance with these Terms.

2.2 Security. You are responsible for safeguarding account credentials; enabling MFA where offered; limiting access on a need-to-know basis; promptly de-provisioning terminated users (within 24 hours); maintaining up-to-date OS patching and anti-malware on user devices; and notifying Lamdis within 72 hours at security@lamdis.ai of any suspected compromise impacting the Service or your account.

2.3 Beta Services. Beta Services are optional, provided as is, may be changed or discontinued at any time, and may be subject to additional terms. To the fullest extent permitted by law, Lamdis disclaims all warranties and liabilities relating to Beta Services.

2.4 Third-Party Products. You may enable or connect Third-Party Products at your discretion and subject to their terms and privacy notices. Lamdis does not control Third-Party Products and is not responsible for their actions, availability, or security. Integrations may change or cease. You are responsible for obtaining and maintaining all required rights to use any Third-Party Product with the Service.

2.5 Model providers. If you route content to model providers (e.g., foundation models), you instruct Lamdis to transmit Customer Content and receive Output from those providers on your behalf. Unless expressly stated in an Order Form or DPA, Lamdis does not permit model providers to train on your Customer Content.

3.1 Plans. We offer subscriptions (monthly/annual) and may offer usage-based components (e.g., requests, concurrent sessions, compute, storage, data egress). Plan limits and inclusions are described in the applicable Order Form or plan page.

3.2 Seats & access. Unless otherwise stated, subscriptions are per-seat per Authorized User. Seat-sharing and time-sharing are not permitted. You may add seats during a term (we’ll prorate or bill as specified), but you cannot reduce seats until renewal.

3.3 Rate limits & fair use. You must comply with any documented or communicated limits (e.g., QPS, concurrent sessions, monthly requests, storage). Do not bypass, disable, or otherwise circumvent limits or metering. We may throttle, suspend, or impose reasonable technical controls to protect the Service.

3.4 Overage and changes. If you exceed plan limits, overage fees may apply at the then-current rates unless otherwise stated in an Order Form. We may adjust pricing for future terms; we will notify you in advance per Section 16.

3.5 Invoices; taxes. Fees are due as stated in your Order Form or at purchase (credit card charges are due at purchase; invoiced amounts are due net as stated). Late amounts may accrue 1.5% monthly interest (or the maximum allowed by law) plus collection costs. Fees are exclusive of taxes; you are responsible for all applicable taxes other than Lamdis’s income taxes.

3.6 Refunds. Except where required by law or expressly stated in an Order Form, all fees are non-refundable and non-cancelable during the term.

Your subscription begins on the start date in the Order Form and renews for successive terms of equal length unless either party gives notice of non-renewal at least 30 days before the end of the then-current term for annual plans, or before 11:59 p.m. Eastern Time the day before the next monthly billing date for monthly plans. Subscriptions are non-cancelable during a term.

5.1 Our IP. Lamdis and its licensors retain all rights, title, and interest in the Service, Documentation, and Service Data, including all related IP rights. No rights are granted to you other than as expressly set forth in these Terms.

5.2 Your IP. As between the parties, you own Customer Content and Output.

5.3 License to you. Subject to these Terms and your timely payment of fees, Lamdis grants you a limited, non-exclusive, non-transferable, non-sublicensable license during the term to access and use the Service and Documentation for your internal business purposes.

5.4 License to us (processing). You grant Lamdis a worldwide, royalty-free license to host, process, transmit, display, and otherwise use Customer Content and Output as necessary to provide and improve the Service; to maintain security, integrity, and support; to comply with law; and as otherwise permitted in these Terms and the DPA.

5.5 Service Data & improvements. Lamdis may collect and use Service Data (including aggregated and de-identified information) to operate, analyze, secure, and improve the Service and to develop new products/features. Lamdis will not disclose Customer-identifiable Service Data to third parties except as permitted in these Terms, our Privacy Policy, or the DPA.

5.6 Feedback. If you provide feedback, ideas, or suggestions, Lamdis may use them without restriction or obligation.

5.7 Acceptable Use. You will not (and will not permit anyone to): (a) use the Service in violation of law (including CAN-SPAM, TCPA, GDPR, CCPA/CPRA, export controls, sanctions, or robocall/robosms laws); (b) infringe or misappropriate IP or other rights; (c) send spam, unlawful marketing, deceptive or harassing content; (d) upload or process unlawful, harmful, malicious, or offensive content; (e) attempt to probe, scan, or test the vulnerability of the Service or circumvent security or limits; (f) use the Service to build a competing product or for benchmarking in a manner that discloses Lamdis performance to third parties without our written consent; (g) reverse engineer, decompile, or disassemble the Service except to the extent such restriction is prohibited by law; (h) resell, sublicense, lease, or provide the Service to third parties (e.g., as a service bureau) unless expressly permitted in writing; (i) store or process PHI (as defined by HIPAA) unless we have executed a Business Associate Agreement with you; (j) use the Service in high-risk environments requiring fail-safe performance (e.g., life support, critical infrastructure, autonomous weapons) where failure could lead to death, personal injury, or severe environmental damage.

5.8 API credentials. Keep API keys and secrets confidential. Do not embed credentials in client-side code or distribute them to unauthorized parties.

5.9 Marks. Lamdis names and logos are Lamdis trademarks and may not be used without our prior written consent. We may identify you as a Lamdis customer (name and logo) unless you opt out by emailing legal@lamdis.ai.

6.1 DPA. To the extent Lamdis processes Personal Information on your behalf, the Lamdis Data Processing Addendum (“DPA”) is incorporated by reference. In case of conflict between these Terms and the DPA regarding processing of Personal Information, the DPA controls.

6.2 Privacy Policy. Our Privacy Policy describes how we collect, use, and disclose information, including Personal Information.

6.3 Security. Lamdis implements commercially reasonable technical and organizational measures designed to protect the Service and Customer Content. No system is 100% secure; you acknowledge residual risk.

6.4 Training use. Lamdis does not use your Customer Content to train third-party foundation models. Lamdis may use aggregated and de-identified Service Data to improve our services.

6.5 Credentials & secrets. If you store tokens/keys in Lamdis, you direct us to store and use them to connect to Third-Party Products on your behalf.

You are solely responsible for obtaining all notices, consents, and permissions required by law for your use of the Service and for your processing of Personal Information (including any messages, calls, or automations you initiate through connectors). You must maintain a valid legal basis (e.g., consent or legitimate interests) where required, provide required disclosures and opt-outs, and honor end-user rights requests.

If specified in an Order Form, Lamdis may provide implementation, migration, advisory, or other professional services (“Professional Services”). Deliverables are licensed for your internal use with the Service unless otherwise stated. Travel and out-of-pocket expenses, if any, will be invoiced per the Order Form.

Lamdis may add, modify, or discontinue features or functionality. We may suspend or limit the Service (a) to address security, integrity, or operational issues; (b) for your non-payment; or (c) if you violate these Terms or exceed reasonable usage in a way that risks Service stability. We will use reasonable efforts to notify you where practicable.

10.1 Mutual. Each party represents it has the authority to enter into these Terms.

10.2 Disclaimers. EXCEPT AS EXPRESSLY SET OUT HEREIN, THE SERVICE (INCLUDING BETA SERVICES) IS PROVIDED “AS IS” AND “AS AVAILABLE.” LAMDIS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED. OUTPUT MAY CONTAIN ERRORS OR INACCURACIES; YOU ARE RESPONSIBLE FOR REVIEWING AND VALIDATING OUTPUT BEFORE RELYING ON IT IN PRODUCTION OR HIGH-RISK CONTEXTS. Some jurisdictions do not allow certain disclaimers; to that extent, they may not apply to you.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

LAMDIS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO LAMDIS FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

These limitations apply to all causes of action and theories of liability and even if a remedy fails of its essential purpose. Some jurisdictions limit these limitations; to that extent, they may not apply.

12.1 By Customer. You will defend, indemnify, and hold harmless Lamdis and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) your Customer Content; (b) your use of the Service in violation of law or these Terms; or (c) any Third-Party Products you enable.

12.2 By Lamdis (IP). Lamdis will defend you against any third-party claim alleging that the Service, when used per the Documentation, directly infringes a U.S. patent, copyright, or trademark or misappropriates a trade secret, and will pay damages finally awarded (or settlement amounts approved by Lamdis). If the Service is enjoined or likely to be, Lamdis may: (i) procure the right for you to continue using it; (ii) modify or replace the Service to be non-infringing; or (iii) terminate the affected Service and refund prepaid, unused fees. This Section 12.2 does not apply to claims arising from Customer Content, combinations with non-Lamdis products, unsupported use, or modifications not made by Lamdis. This Section states Lamdis’s entire liability for IP infringement.

12.3 Procedure. The indemnified party must: (a) promptly notify the indemnifying party; (b) allow the indemnifying party sole control of the defense/settlement; and (c) reasonably cooperate (at the indemnifying party’s expense).

PLEASE READ CAREFULLY—THIS AFFECTS YOUR LEGAL RIGHTS.

13.1 FAA. These Terms involve interstate commerce; the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Section.

13.2 Informal resolution. Before filing a claim, the party seeking relief must first notify the other party and work in good faith for 10 days to resolve the dispute. Email legal@lamdis.ai to start this process.

13.3 Binding arbitration. If not resolved, all disputes arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by JAMS under its then-current rules, on an individual basis. The arbitrator may award any relief available in court. Judgment may be entered on the award.

13.4 Venue. For U.S. residents, arbitration may occur in any reasonably convenient U.S. location or by video, as the arbitrator permits. For non-U.S. residents, arbitration will occur in Wilmington, Delaware, USA.

13.5 Class action waiver. CLAIMS MUST BE BROUGHT INDIVIDUALLY, NOT AS A CLASS OR REPRESENTATIVE ACTION. If a court (or arbitrator with proper authority) determines this waiver is unenforceable for a particular claim, then that claim must proceed in court and not in arbitration, and the rest of this Section remains in force.

13.6 Opt-out. You may opt out of this arbitration agreement within 30 days of first accepting these Terms by emailing legal@lamdis.ai with subject line: “ARBITRATION OPT-OUT” and your account email and legal name.

13.7 Governing law; courts. These Terms are governed by the laws of the State of Delaware, excluding its conflict-of-laws rules. For claims that must proceed in court, the parties consent to the exclusive jurisdiction of state or federal courts located in New Castle County, Delaware.

13.8 Changes. Lamdis will provide 60 days’ notice of material changes to this Section 13, which will apply prospectively only.

Each party (as Receiving Party) will protect the other party’s Confidential Information with at least reasonable care and use it only to perform under these Terms. “Confidential Information” means non-public information disclosed that is designated confidential or that should reasonably be understood as confidential. Confidential Information excludes information that is: (a) publicly available without breach; (b) rightfully received from a third party without duty of confidentiality; (c) independently developed without use of the other party’s Confidential Information; or (d) required to be disclosed by law (with prompt notice where lawful and only to the extent required). Upon request, return or destroy Confidential Information, subject to routine backups and legal retention.

You will not access or use the Service in violation of U.S. export control and sanctions laws (including OFAC). You will not provide access to persons or entities on U.S. restricted lists or in embargoed regions. If you are a U.S. Government end user, the Service is “commercial computer software” and “commercial computer software documentation” subject to FAR 12.212 and DFARS 227.7202.

Notices. Legal notices to Lamdis must be sent to legal@lamdis.ai and by mail to: Marketpay Inc. d/b/a Lamdis, 1306 Kent Rd., Ortonville, MI 48462, USA. We may provide notices to you via the Service, email, or your billing address.

Assignment. You may not assign these Terms without Lamdis’s prior written consent; Lamdis may assign freely. Any prohibited assignment is void.

Relationship. The parties are independent contractors.

Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control (including labor disputes, power or internet failures, supply shortages, acts of God, cyberattacks, war, terrorism, government actions).

Severability; waiver. If any provision is unenforceable, the remainder remains in effect. Failure to enforce is not a waiver.

Entire agreement. These Terms, the Order Form, the DPA, and referenced policies constitute the entire agreement and supersede prior or contemporaneous agreements on the subject matter. In case of conflict, the Order Form controls, then these Terms, then the DPA (except as stated in Section 6.1).

Survival. Sections 1, 5–7, 9–16 survive termination.

Monitoring. We may monitor the Service for security, performance, and compliance purposes.

Termination. Either party may terminate for material breach with 30 days’ notice if uncured (10 days for non-payment). Lamdis may terminate unpaid self-serve accounts for inactivity (no login or usage) after 6 months. Upon termination, your access ends; we will make standard tools available for a reasonable period to export Customer Content/Output if your account is in good standing, unless prohibited by law.

Questions about these Terms? legal@lamdis.ai or support@lamdis.ai.