Terms of Service and Customer Agreement

Effective date: September 19, 2025 Contact: [email protected]

Plain English summary (not a substitute for the legal terms): Devels AI provides software and professional services for building AI agents, Retrieval Augmented Generation (RAG) systems, and LLM chains, plus advisory services. You must use the Services lawfully and safely, especially given the probabilistic nature of AI. You own your content; we own our platform. We don’t use your Customer Content to train foundation models unless you tell us we can. Liability is limited. Different governing-law/dispute rules apply for US vs. EEA/UK users. The full legal terms below control.

Table of Contents

1) Who We Are & Contract Formation

These Terms of Service (“Terms”) govern your access to and use of the devels.ai website (the “Site”) and any related software, APIs, and professional services offered by Devels AI (“Devels AI,” “we,” “us,” or “our”) (collectively, the Services).

By accessing or using the Services, clicking to accept, or executing an order form, SOW, or similar document that references these Terms (each, an “Order”), you agree to these Terms. If you use the Services on behalf of an organization, you represent that you have authority to bind that organization, and “Customer” means that organization.

If you do not agree, do not use the Services.

2) Definitions

AI Agents / RAG / LLM Chains: Our tools and frameworks to build agentic systems, retrieval-augmented pipelines, and multi-step LLM workflows.
Customer Content: Data, prompts, documents, files, code, configurations, knowledge bases, and other material you (or your end users) submit to the Services.
Output: Text, code, or other results produced by the Services from Customer Content and model inferences.
Service Data: Operational, telemetry, usage, and diagnostic data generated by or about use of the Services.
Deliverables: Work product we create in connection with paid consulting/professional services.
Third-Party Services: External models, data sources, or platforms you or we integrate (e.g., model providers, vector DBs, cloud platforms).
DPA: Our Data Processing Addendum governing processing of personal data when applicable.

3) Eligibility & Accounts

You must be at least 18 years old (or the age of majority where you live) and able to form a binding contract. You are responsible for your account credentials and for all activity under your account. Keep your API keys and access tokens secret and rotate them if you suspect compromise.

4) Scope of Services

We provide:

Platform to build and run AI agents, RAG systems, and LLM chains; SDKs/APIs; orchestration; evaluation tools; and connectors.
Advisory & Implementation services for AI strategy, architecture, data readiness, and integration.

We may publish Service-specific documentation and usage limits. Any service-level commitments or uptime guarantees apply only if expressly stated in an Order or SLA.

5) Orders, Plans, Fees & Taxes

Fees are as stated in the Site or your Order and are non-cancelable and non-refundable unless the Order or applicable law says otherwise. Usage-based charges (e.g., tokens, storage, inference time) may apply. You authorize us to charge your payment method for recurring fees and overages.

You are responsible for any taxes, duties, or government charges (excluding our income taxes). Late amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, plus reasonable collection costs.

6) Trials, Beta/Preview Features

We may offer free trials or Beta/Preview features. These are provided “AS IS,” may change or end at any time, and may be subject to additional terms. Do not rely on Betas for production or safety-critical uses.

7) Acceptable Use & Safety

You will not (and will not permit others to):

Use the Services for unlawful, harmful, or discriminatory purposes; generate content that infringes IP or privacy rights, or violates export/sanctions laws.
Attempt to bypass security, rate limits, or usage caps; probe or scan the Services.
Reverse engineer or decompile any part of the Services (except to the extent permitted by law).
Use the Services to create or spread malware, spam, or for phishing, deepfakes intended to deceive without clear disclosure, or any activity that poses a high risk of physical harm.
Use the Services for medical diagnosis or treatment, legal or investment advice, or other regulated professional advice without human review by appropriately qualified professionals.
Use the Services in safety-critical contexts (e.g., autonomous vehicles, medical devices, nuclear operations, life-support) or where failure could lead to death, personal injury, or severe environmental/financial damage.

AI is probabilistic and may produce inaccurate or biased Outputs. You must implement appropriate human oversight, validation, and safeguards, especially before using Outputs in production or decision-making about people.

We may suspend or disable accounts for AUP violations.

8) Customer Content, Outputs & Data Use

Ownership. As between you and us, you own Customer Content. Subject to these Terms, you grant us a non-exclusive license to host, process, transmit, and display Customer Content and to generate Outputs to provide and maintain the Services.
Outputs. Subject to your compliance with these Terms and third-party rights, we assign to you our rights in Outputs generated for you. You are responsible for evaluating and using Outputs lawfully and for third-party rights clearance where applicable.
Model Training. We do not use Customer Content or Outputs to train our or third-party foundation models unless you opt in (including via a setting or Order). We may use Service Data (aggregated/de-identified) to operate, secure, and improve the Services.
Your Responsibilities. You represent and warrant that you have all rights necessary to submit Customer Content and to permit the processing described here, and that your submission and use comply with law, these Terms, and any Third-Party Service terms.

9) Privacy & Data Protection

Our processing of personal data is described in our Privacy Policy posted on the Site. Where required by GDPR/UK GDPR/CPRA or similar laws, our DPA (including the EU standard contractual clauses, as applicable) governs processing of personal data and forms part of your agreement when executed or otherwise made applicable by an Order or online acceptance.

Controller/Processor Roles. For most Customer Content you upload to your workspace or connect via your systems, you are the controller and we are the processor. For Service Data we determine, we act as controller.
International Transfers. We use lawful mechanisms (e.g., SCCs/IDTA/Addendum) for international transfers where required.
Subprocessors. We may use vetted subprocessors to provide the Services and will make a list available upon request or via the Site.

10) Third-Party Services & Model Providers

The Services may enable or require use of Third-Party Services (e.g., model APIs, vector databases, cloud hosting, data connectors). Your use of Third-Party Services is governed by their own terms and privacy policies. We are not responsible for Third-Party Services and may pass through their terms or usage limits. If a Third-Party Service ceases to be available or becomes commercially unreasonable, we may substitute or cease support.

11) Intellectual Property; Feedback

Our IP. We and our licensors own all rights in the Services, including software, models we provide, templates, SDKs, documentation, and branding (“Service IP”). Except for the rights expressly granted, no licenses are implied.
Feedback. If you provide suggestions or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or attribution.

12) Professional Services & Deliverables

If we provide consulting or implementation services, the scope and commercial terms will be set out in an Order or Statement of Work.

IP in Deliverables. Upon full payment, you receive a worldwide, non-exclusive, perpetual license to use Deliverables for your internal business. Our pre-existing materials, tools, and know how remain ours; we grant you a license to them as embedded in Deliverables solely as necessary to use the Deliverables.
Dependencies. You will provide timely access to personnel, systems, and data needed to perform the services. Delays outside our control may adjust timelines and fees.

13) Confidentiality

“Confidential Information” means non-public information disclosed by a party that is marked or should reasonably be understood as confidential. The receiving party will use the same degree of care it uses to protect its own similar information (and at least reasonable care), will use it only to perform under these Terms, and will not disclose it except to its personnel, subprocessors, and advisors who need to know and are bound by confidentiality. Exclusions apply for information that is public, independently developed, or rightfully obtained from a third party. Disclosures required by law are permitted with prompt notice where lawful.

14) Security

We implement administrative, technical, and physical safeguards designed to protect Customer Content appropriate to the nature of the data. No system is perfectly secure; you are responsible for maintaining appropriate backups and for end-user access controls within your organization.

15) Publicity

We may use your name and logo to identify you as a customer on our Site and marketing materials. You may opt out by emailing [email protected] (allow reasonable time to process).

16) Export, Sanctions & Anti-Corruption

You represent that you (and your end users) are not located in, organized in, or ordinarily resident in any country or region subject to comprehensive sanctions, and are not a restricted party under US, UK, or EU sanctions lists. You will not export, re-export, or transfer the Services in violation of export control or sanctions laws. You will comply with anti-bribery/anti-corruption laws (e.g., FCPA, UK Bribery Act).

17) US Government Rights

If the Services are provided to or on behalf of a US government entity, they are “commercial computer software” and “commercial computer software documentation.” Use, duplication, or disclosure is subject to the restrictions in FAR 12.212 and DFARS 227.7202 or successor regulations.

18) Warranties & Disclaimers

Mutual. Each party represents it has the authority to enter these Terms.
Customer. You warrant that your use will comply with law and third-party rights and that you have obtained all necessary consents and notices.
Services. We provide the Services with reasonable skill and care. EXCEPT AS EXPRESSLY STATED, THE SERVICES, OUTPUTS, AND BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY.
No Professional Advice. Outputs are not legal, medical, financial, or other professional advice; you should obtain advice from qualified professionals and maintain appropriate human review.

Some jurisdictions (including parts of the EEA/UK) do not allow certain disclaimers; to that extent, this section will not deprive you of mandatory statutory rights.

19) Indemnification

By Customer. You will defend and indemnify Devels AI and its affiliates, officers, directors, and personnel against claims, losses, and expenses arising from: (a) Customer Content or your use of Outputs; (b) your violation of law or third-party rights; or (c) your breach of these Terms.
By Devels AI (IP). We will defend and indemnify you from claims alleging that the Service IP (as provided by us) directly infringes a third party’s IP right, and will pay damages and costs finally awarded by a court or agreed in settlement. If a claim occurs, we may (at our option) modify the Services, replace them with a non-infringing equivalent, or terminate the affected Services and refund prepaid unused fees. Our obligations do not apply to claims arising from: (i) Customer Content or Outputs; (ii) combinations with items not provided by us; (iii) your modifications; or (iv) your use after we notify you to stop due to a claim.

This section states each party’s entire liability and exclusive remedy for the subject matter.

20) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, COVER, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.
EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO DEVELS AI FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY OR $100, WHICHEVER IS GREATER.

The above caps and exclusions do not apply to liability that cannot be limited under applicable law, or to your payment obligations, or to your violation of our IP rights.

21) Suspension & Termination

We may suspend or limit the Services immediately if (a) needed to address a security risk, (b) required by law, or (c) you breach these Terms (including the AUP). Either party may terminate for material breach that remains uncured after thirty (30) days’ written notice. You may terminate at any time by closing your account (no refunds unless required by law or stated otherwise in an Order).

22) Data Return & Deletion

Upon request during the term or within a commercially reasonable period after termination, we will make Customer Content available for export. We may delete or anonymize remaining Customer Content thereafter, except as required for legal compliance, dispute resolution, or backups retained for a limited period.

23) Changes to the Services or Terms

We may update the Services and these Terms from time to time. For material changes to the Terms, we will provide notice (e.g., via the Site or email). Changes become effective on posting or as stated in the notice. If you continue using the Services after the effective date, you accept the revised Terms. If you do not agree, you must stop using the Services.

24) Notices

We may provide notices via the Site, in-product messaging, or email. You agree to receive notices electronically. Legal notices to Devels AI should be sent to [email protected] with the subject line “Legal Notice”.

DMCA/Content Complaints: Send notices to [email protected] with sufficient detail to identify the allegedly infringing content, your contact information, and a statement under penalty of perjury of your rights and the accuracy of your claim.

25) Region-Specific Terms (US vs. EEA/UK)

A. United States (including users with a US billing address)

Governing Law & Venue (US). These Terms are governed by the laws of the State of Delaware, excluding conflicts-of-law rules, and the Federal Arbitration Act (FAA) for arbitration.

Binding Arbitration & Class Action Waiver (US). Except for (i) small-claims court actions or (ii) claims for injunctive relief, any dispute arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by JAMS (or, if JAMS is unavailable, AAA) under its applicable rules. You and Devels AI waive any right to a jury trial and to participate in a class action or class-wide arbitration. The arbitration will take place in a reasonably convenient location (or by video/teleconference), in English, before a single arbitrator. The arbitrator may award individual relief only. This clause is severable to the extent prohibited by law.

30-Day Opt-Out (US). You may opt out of arbitration and the class-action waiver by emailing [email protected] within 30 days of first accepting these Terms, stating that you opt out, and providing your name, account email, and address.

B. EEA/UK (including users with an EEA/UK billing address)

Governing Law & Venue (EEA/UK). These Terms are governed by the laws of Ireland and disputes are subject to the non-exclusive jurisdiction of the courts of Dublin, Ireland. If you are a consumer in the EEA/UK, you may benefit from mandatory consumer law protections and may bring proceedings in your country of residence. No US-style arbitration clause applies to EEA/UK consumers.

EU AI Act / High-Risk Uses. You are responsible for determining whether your intended use falls within any high-risk category under the EU AI Act and for complying with any obligations that apply to your systems and use cases. Our Services are not designed for prohibited or high-risk uses without appropriate compliance measures implemented by you.

26) General Terms

Assignment. You may not assign these Terms without our prior written consent; we may assign to an affiliate or in connection with a merger, acquisition, or asset transfer.
Force Majeure. Neither party is liable for delays or failures due to events beyond its reasonable control (e.g., internet outages, labor disputes, acts of God).
Severability & Waiver. If any provision is unenforceable, the remainder remains in effect. A failure to enforce is not a waiver.
Third-Party Beneficiaries. These Terms create no third-party beneficiary rights.
Entire Agreement & Order of Precedence. These Terms, any Order, the DPA (if applicable), and any Service-specific terms constitute the entire agreement. If there is a conflict: the Order controls, then the DPA, then these Terms, then any documentation.
Interpretation. Headings are for convenience only. “Including” means “including without limitation.” The English version of these Terms controls.
Open Source. The Services may include open-source components subject to their own licenses. To the extent of a direct conflict, those licenses govern your use of the relevant components.
Survival. Sections that by their nature should survive (e.g., fees, confidentiality, IP, disclaimers, indemnities, liability limits, governing law, dispute resolution) will survive termination.

Contact

Questions about these Terms? Email [email protected].

Legal note: This document is a general template tailored to AI agent, RAG, and LLM-chain services for US and EEA/UK markets. It is not legal advice. Please have qualified counsel review and adapt it to your specific entity details, product features, and regulatory posture (including privacy, consumer, and sector-specific rules).

Terms & Conditions