Terms of Service

1. Agreement to These Terms

These Terms of Service (the "Terms") form a binding agreement between Vouchstone LLC, a California limited liability company with its principal place of business at 2000 Walnut Ave, Fremont, California 94538, United States ("Vouchstone," "we," "us" or "our"), and the person or entity that accesses or uses the Services ("Customer," "you" or "your").

By creating an account, clicking to accept, signing an Order Form, or accessing or using the Services, you agree to these Terms. If you accept on behalf of an organization, you represent that you have authority to bind it, and "you" refers to that organization. If you do not agree, do not use the Services.

These Terms incorporate by reference the Acceptable Use Policy, the AI Output and Verification Disclaimer and, where applicable, the Data Processing Addendum. Our Privacy Policy explains how we handle personal information.

2. Definitions

"Services" means the Vouchstone hosted platform (including Ontology Studio, Process Maps, the Business Knowledge Graph, Company Brain and Council, Agent Studio, Workflow Studio, Evals and Guardrails, dashboards, APIs and connectors), the website at vouchstone.ai, documentation, support and any professional services, but excludes Self-Hosted Software.

"Self-Hosted Software" means any Vouchstone software delivered to you for installation in infrastructure you control, including under a perpetual or annual licence for deployment in your own virtual private cloud or air-gapped environment.

"Open Components" means the Vouchstone Open SDK, the standalone harness runtime, emboss-pdf and any other software we publish under an open-source licence.

"Customer Data" means data, documents, code, schemas, prompts and other content that you or your Users submit to, connect to or process through the Services, including connector data.

"Output" means content, answers, knowledge-graph entries, agent actions, reports and files generated by the Services from Customer Data or your instructions.

"Order Form" means an ordering document, online checkout or plan selection that references these Terms and states the plan, seats, fees and term.

"Users" means individuals you authorize to use the Services under your account.

"Third-Party Services" means products, models, platforms and systems not provided by Vouchstone, including large language model (LLM) providers and systems you connect through connectors.

3. Eligibility

The Services are intended for business and professional use. You must be at least 18 years old and able to form a binding contract to use them. The Services are not directed to children, and we do not knowingly allow anyone under 18 to register.

4. Accounts and Security

You must provide accurate, complete registration information and keep it current. You are responsible for all activity under your account, for keeping credentials confidential and for your Users' compliance with these Terms. Seats are assigned to named individuals and may not be shared, although you may reassign a seat when a User no longer needs access.

Notify us promptly at admin@vouchstone.ai of any unauthorized access or security incident involving your account. We may require multi-factor authentication or single sign-on for certain plans.

5. Plans and Deployment Models

The Services are offered in the plans described on our website or in an Order Form, currently Open, Platform, Enterprise and Sovereign and Air-Gapped.

Open. Open Components are governed by the open-source licence that accompanies them (for example, the licence in the relevant GitHub repository). These Terms govern any Vouchstone account, welcome tokens or hosted features used with the Open plan. Where the two conflict for the Open Components themselves, the open-source licence controls.

Platform and Enterprise. These Terms and the Order Form govern hosted subscriptions.

Self-Hosted and Sovereign deployments. Self-Hosted Software, including software provided under a perpetual licence for deployment in your own VPC, is governed by the separate written licence agreement and Order Form signed between you and Vouchstone. Where that agreement conflicts with these Terms for Self-Hosted Software, that agreement controls.

6. Right to Use the Services

Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services for your internal business purposes, within the scope (seats, agents, tokens and environments) in your Order Form.

We may update and improve the Services. We will not materially reduce the core functionality of a paid plan during a paid term, except where required by law, security or a Third-Party Service change outside our control, in which case we will give reasonable notice where practicable.

7. Restrictions

Except as expressly permitted by these Terms or an applicable open-source licence, you will not, and will not allow anyone to:

• copy, modify or create derivative works of the Services;
• reverse engineer, decompile or disassemble the Services, or attempt to discover their source code, model weights, prompts or underlying algorithms, except to the extent applicable law expressly permits despite this restriction;
• sell, resell, rent, lease, sublicense or provide the Services to third parties as a service bureau or managed service, unless an Order Form allows it;
• access the Services to build a competing product, or to benchmark them for publication without our prior written consent;
• circumvent usage limits, guardrails, autonomy controls, access scopes, audit logging or security features;
• use the Services in breach of the Acceptable Use Policy or applicable law, including export control and sanctions laws.

8. Customer Data

Ownership. As between the parties, you own all Customer Data and, to the extent permitted by law, all Output. We claim no ownership of your business data, knowledge graphs built from it, or agents configured by you.

Licence to us. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Data only as needed to provide, secure and support the Services, to prevent abuse, and to comply with law.

No model training. We do not use Customer Data or Output to train, fine-tune or improve general-purpose AI models, and we contractually require our LLM providers not to do so. Fine-tuning you request for your own dedicated models (for example, LoRA adaptation of a small language model) is performed only for you and remains your Customer Data.

Your responsibilities. You are responsible for the accuracy, quality and legality of Customer Data and for having all rights, notices and consents needed to submit it, including for personal, health, financial or regulated data. You must not submit data subject to special handling requirements (such as HIPAA protected health information or payment card data) unless your Order Form and a suitable agreement, such as a Business Associate Agreement, cover it.

Connectors. When you connect a Third-Party Service, you authorize us to access and exchange data with it on your behalf within the scopes you grant. Your use of that Third-Party Service is governed by its own terms.

Data Processing Addendum. Where we process personal data on your behalf, the Data Processing Addendum applies and forms part of these Terms.

9. Usage Data and Feedback

We may collect and use technical and usage information about the operation of the Services (such as feature usage, performance metrics, token consumption and error logs) to operate, secure, bill for and improve the Services, and may use aggregated or de-identified data that does not identify you or any individual. If you give us feedback or suggestions, we may use them without restriction or obligation to you.

10. AI Features and Output

The Services use machine learning and large language models, including models provided by third parties. Although Vouchstone is designed to reduce errors through deterministic extraction, confidence scoring, formal verification and council review, Output may still be inaccurate, incomplete or unsuitable for your purpose.

You are responsible for reviewing Output, configuring autonomy levels and human-approval gates, and deciding whether and how to rely on or act upon Output. Output is not legal, medical, financial, tax or other professional advice. Output may be similar to output generated for others. The AI Output and Verification Disclaimer forms part of these Terms.

Agents act only within the permissions, scopes and autonomy levels you configure. You are responsible for actions taken by agents you configure, including actions in connected systems.

11. Third-Party Services

The Services interoperate with Third-Party Services, including LLM providers and the 70+ systems reachable through connectors. We do not control and are not responsible for Third-Party Services, their availability or their handling of data you send to them. If a Third-Party Service becomes unavailable or changes its terms, we may modify or discontinue the related feature.

Model providers. We may route AI processing to any large language model provider listed on our sub-processor list, and may change the provider or model used for a task to maintain quality, availability or cost. If you select a model provider, or supply your own API keys, that provider acts under your own agreement with it, is not our sub-processor, and we are not responsible for its processing of your data.

12. Fees, Payment and Taxes

You agree to pay the fees in your Order Form or on our pricing page, including per-seat fees, per-agent fees, token overage and any professional services. Fees are in US dollars and exclude taxes. You are responsible for all sales, use, value-added, goods and services, withholding and similar taxes, other than taxes on our net income.

Unless an Order Form states otherwise, subscriptions renew automatically for successive terms equal to the initial term. We may change prices for a renewal term by giving at least 30 days' notice before the renewal. If any undisputed amount is more than 15 days overdue, we may suspend the Services after giving you 10 days' notice.

You may cancel renewal at any time, effective at the end of the current billing period. Included token allowances reset each billing cycle and unused tokens do not roll over. Fees are non-refundable except where these Terms provide for a refund or the law requires one.

13. Confidentiality

Each party ("Recipient") will protect the non-public information of the other party ("Discloser") that is marked confidential or would reasonably be understood as confidential ("Confidential Information"), using at least reasonable care. Recipient will use it only to perform under these Terms and will disclose it only to its employees, contractors and advisers who need to know it and are bound by comparable obligations.

Confidential Information excludes information that is or becomes public through no fault of Recipient, was known to Recipient without restriction, is received from a third party without restriction, or is independently developed. Recipient may disclose Confidential Information where legally compelled, after giving prompt notice where lawful. Customer Data is your Confidential Information.

14. Intellectual Property

We and our licensors own all rights in the Services, Self-Hosted Software, documentation, our trademarks and all related technology, including technology covered by U.S. Patent 12,536,365 B1, and all improvements to them. Except for the rights expressly granted in these Terms, no rights are granted to you, by implication or otherwise.

You may identify yourself as a Vouchstone customer. We may list your name and logo as a customer only with your prior consent, which you may withdraw at any time.

15. Security

We maintain administrative, technical and physical safeguards designed to protect Customer Data, as described in our Security Overview. We will notify you without undue delay, and in any event within 72 hours, after becoming aware of a security breach that affects your Customer Data.

16. Warranties and Disclaimers

Each party warrants that it has the authority to enter into these Terms. We warrant that, during a paid subscription term, the Services will perform materially in accordance with the applicable documentation. Your exclusive remedy for breach of this warranty is for us to use reasonable efforts to correct the non-conformity or, if we cannot do so within a reasonable time, for either party to terminate the affected subscription and for us to refund prepaid fees for the remaining term.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES, OPEN COMPONENTS AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT OUTPUT WILL BE ACCURATE OR COMPLETE. FREE PLANS, WELCOME TOKENS, BETA AND PREVIEW FEATURES ARE PROVIDED WITHOUT ANY WARRANTY.

17. Indemnification

By us. We will defend you against any third-party claim alleging that the Services, as provided by us and used in accordance with these Terms, infringe that third party's United States patent, copyright or trademark or misappropriate its trade secret, and will pay damages and costs finally awarded or agreed in settlement. If such a claim arises, we may procure the right for you to continue using the Services, modify them to be non-infringing, or terminate the affected Services and refund prepaid unused fees. This obligation does not apply to claims arising from Customer Data, Third-Party Services, Open Components, Output, combinations with items we did not supply, modifications not made by us, or use in breach of these Terms.

By you. You will defend us against any third-party claim arising from Customer Data, your use of the Services in breach of these Terms or the Acceptable Use Policy, or actions taken by agents under your configuration in violation of law, and will pay damages and costs finally awarded or agreed in settlement.

Procedure. The indemnified party must give prompt written notice of the claim, allow the indemnifying party sole control of its defence and settlement (provided that no settlement may impose liability on the indemnified party without its consent), and give reasonable cooperation. This Section states each party's entire liability and exclusive remedy for third-party claims described in it.

18. Limitation of Liability

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

EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID AND PAYABLE BY YOU TO US FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR US$100 IF NO FEES WERE PAYABLE.

THESE LIMITATIONS DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS, A PARTY'S INDEMNIFICATION OBLIGATIONS, YOUR BREACH OF SECTION 7 (RESTRICTIONS), OR LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

19. Term, Suspension and Termination

These Terms apply from the date you first accept them until all subscriptions end. Either party may terminate a subscription for material breach not cured within 30 days after written notice. You may stop using a free plan at any time. We may terminate a free plan on 30 days' notice.

We may suspend access immediately if we reasonably believe your use poses a security risk, violates the Acceptable Use Policy or law, or may harm us, other customers or third parties. We will limit suspension to what is reasonably necessary and restore access once the issue is resolved.

On termination, your right to use the Services ends. For 30 days afterwards you may export Customer Data using the Services' export features, after which we will delete Customer Data from active systems within a further 30 days and from backups on their normal rotation, unless law requires retention. Sections that by their nature should survive termination will survive, including Sections 8, 9, 13, 14, 16, 17, 18, 20 and 21.

20. Governing Law and Disputes

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

The parties will first try in good faith to resolve any dispute through discussions between senior representatives for 30 days. Failing resolution, the state and federal courts located in Alameda County, California will have exclusive jurisdiction, and each party consents to their jurisdiction and venue. Either party may seek injunctive relief in any competent court to protect its intellectual property or Confidential Information.

21. General

Export and sanctions. Each party will comply with applicable export control and sanctions laws. You will not use or allow access to the Services in any embargoed country or by any sanctioned person.

U.S. Government users. The Services are "commercial computer software" and "commercial computer software documentation" provided with only the rights set out in these Terms.

Assignment. Neither party may assign these Terms without the other party's consent, except to a successor in a merger, acquisition or sale of substantially all relevant assets, with notice.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.

Notices. Notices to us must be sent to legal@vouchstone.ai. Notices to you may be sent to the email address on your account.

Changes to these Terms. We may update these Terms. We will give at least 30 days' notice of material changes by email or in the Services. Changes take effect at your next renewal for paid subscriptions, unless required sooner by law. Continued use after changes take effect constitutes acceptance.

Order of precedence. In the event of conflict: (1) a signed Order Form or licence agreement, (2) the Data Processing Addendum (for personal data), (3) these Terms, (4) other incorporated policies.

Entire agreement. These Terms and the documents they incorporate are the entire agreement on their subject matter and supersede prior agreements. Purchase order terms do not apply. If any provision is unenforceable, the rest remains in effect. Failure to enforce is not a waiver. The parties are independent contractors.

22. Contact

Vouchstone LLC, 2000 Walnut Ave, Fremont, California 94538, United States

Legal notices: legal@vouchstone.ai | General: admin@vouchstone.ai | Privacy: privacy@vouchstone.ai