Terms of Service

These Terms of Service (the “Terms”) govern access to and use of the Lemma platform, APIs, SDKs, documentation, and related services (together, the “Service”) provided by Forge AI Labs, Inc., a Delaware corporation doing business as Lemma (“Lemma,” “we,” “us,” or “our”).

By creating an account, clicking to accept these Terms, or accessing or using the Service, you agree to these Terms on behalf of yourself and the organization you represent (“Customer” or “you”). If you do not have authority to bind that organization, or do not agree to these Terms, do not use the Service.

1. Relationship to Customer Agreements

If Customer has signed an order form, master services agreement, or other written agreement with Lemma (a “Customer Agreement”), that Customer Agreement governs Customer’s use of the Service and controls over these Terms to the extent of any conflict. Any order form entered into under these Terms is incorporated by reference.

2. The Service

2.1 Description

Lemma is a production monitoring and incident resolution platform for AI agents. The Service includes (a) trace ingestion, storage, and search for Customer’s AI agents; (b) automated detection and triage of agent failures and incidents; and (c) other platform features Lemma makes generally available.

2.2 Access

Subject to these Terms and payment of applicable fees, Lemma grants Customer a non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Service for Customer’s internal business purposes.

2.3 Updates

Lemma may update and improve the Service over time. Lemma will not materially reduce the core functionality of a paid subscription during its then-current term.

2.4 Beta Features

Features labeled alpha, beta, preview, or similar are provided “as is,” may change or be discontinued at any time, and are excluded from any commitments in these Terms.

3. Accounts

3.1 Registration

You must provide accurate account information and keep it up to date.

3.2 Credentials

You are responsible for safeguarding your account credentials and API keys and for all activity under your account. You will grant access only to your employees and contractors who need it (“Authorized Users”) and are responsible for their compliance with these Terms.

3.3 Unauthorized Access

You will notify Lemma promptly at [email protected] if you become aware of any unauthorized access to or use of your account.

4. Customer Data

4.1 Ownership

“Customer Data” means traces, logs, prompts, model inputs and outputs, metadata, and other data that Customer or its systems submit to the Service. As between the parties, Customer owns all Customer Data.

4.2 License to Lemma

Customer grants Lemma a limited, non-exclusive license to host, process, and use Customer Data solely to provide, secure, support, and maintain the Service for Customer and as otherwise instructed by Customer.

4.3 No Model Training

Lemma does not use Customer Data to train artificial intelligence or machine learning models.

4.4 Retention

Unless otherwise agreed in a Customer Agreement, trace data is retained for fourteen (14) days and then deleted from the Service.

4.5 Customer Responsibilities

Customer is responsible for the content of Customer Data, for having all rights and consents needed to submit it, and for configuring its instrumentation appropriately. Lemma recommends that Customer redact or minimize sensitive data before it is sent to the Service.

4.6 Protected Health Information

Customer will not submit protected health information (“PHI”), as defined under the Health Insurance Portability and Accountability Act (“HIPAA”), to the Service unless Lemma and Customer have executed a Business Associate Agreement.

4.7 Personal Data

To the extent Lemma processes personal data on Customer’s behalf, Lemma will do so as a processor or service provider in accordance with Customer’s instructions. A Data Processing Addendum (“DPA”) is available on request and, once executed, forms part of these Terms.

4.8 Usage Data

Lemma may collect and use aggregated and de-identified information about use of the Service (“Usage Data”) to operate, secure, and improve the Service. Usage Data does not identify Customer, its users, or any individual, and does not include Customer Data in identifiable form.

5. Security

5.1 Safeguards

Lemma maintains administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. These include encryption of data in transit and at rest, role-based access controls, logging and monitoring, employee security training, and vendor risk management.

5.2 Trust Center

Information about Lemma’s security program, policies, and compliance status is published at https://trust.uselemma.ai.

5.3 Security Incidents

If Lemma becomes aware of unauthorized access to Customer Data in Lemma’s systems, Lemma will notify Customer without undue delay, take reasonable steps to contain and remediate the incident, and provide information reasonably requested by Customer to meet its own obligations.

5.4 Vulnerability Reporting

Security vulnerabilities may be reported to [email protected], as described in https://uselemma.ai/.well-known/security.txt.

6. Acceptable Use

Customer will not, and will not permit any person to:

1. use the Service in violation of applicable law or the rights of others;
2. probe, scan, or test the vulnerability of the Service, or circumvent its security or usage controls, except through a coordinated disclosure approved in writing by Lemma;
3. interfere with or disrupt the integrity or performance of the Service, or upload malicious code;
4. reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent that applicable law expressly permits this despite this restriction;
5. access the Service to build a competing product or service, or copy its features or user interface;
6. resell, sublicense, or provide the Service to third parties except as expressly permitted in a Customer Agreement; or
7. submit PHI in breach of Section 4.6.

Lemma may suspend access to the Service if it reasonably believes that Customer’s use poses a security risk to the Service or others, violates this Section, or would subject Lemma to liability. Where practicable, Lemma will give Customer advance notice and will restore access promptly once the issue is resolved.

7. Fees and Payment

7.1 Fees

Customer will pay the fees set out in the applicable order form or plan. Usage-based charges, including usage beyond any included allocation, are billed monthly in arrears at the applicable rates.

7.2 Payment

Unless otherwise stated in an order form, fees are invoiced in advance and due within thirty (30) days of the invoice date. Except as expressly provided in these Terms, fees are non-cancellable and non-refundable.

7.3 Late Payment

If undisputed fees are more than thirty (30) days overdue, Lemma may suspend the Service after giving ten (10) days’ written notice.

7.4 Taxes

Fees exclude taxes. Customer is responsible for all sales, use, VAT, and similar taxes, other than taxes based on Lemma’s net income.

7.5 Renewals

Unless otherwise stated in an order form, subscriptions automatically renew for successive periods equal to the initial term unless either party gives notice of non-renewal at least sixty (60) days before the end of the then-current term. Lemma will give at least sixty (60) days’ notice of any price increase that applies on renewal.

8. Support

Lemma provides support through shared Slack channels and by email at [email protected], with a commercially reasonable response target. Lemma does not offer service level credits unless they are expressly included in a Customer Agreement.

9. Confidentiality

9.1 Definition

“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or that should reasonably be understood to be confidential. Customer Data is Customer’s Confidential Information. The non-public aspects of the Service are Lemma’s Confidential Information.

9.2 Obligations

The receiving party will (a) use the disclosing party’s Confidential Information only to exercise its rights and perform its obligations under these Terms; (b) protect it with at least reasonable care; and (c) disclose it only to its employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective as these.

9.3 Exclusions

Confidential Information does not include information that (a) is or becomes public through no fault of the receiving party; (b) was known to the receiving party without restriction before disclosure; (c) is independently developed without use of the Confidential Information; or (d) is rightfully received from a third party without restriction.

9.4 Compelled Disclosure

The receiving party may disclose Confidential Information if required by law, provided it gives the disclosing party prompt notice, where legally permitted, so the disclosing party can seek protection.

10. Intellectual Property

10.1 Lemma IP

Lemma and its licensors own all rights in the Service, including all software, models, documentation, and improvements. Except for the limited rights expressly granted in these Terms, no rights are granted to Customer.

10.2 Feedback

If Customer provides suggestions or feedback about the Service, Lemma may use them without restriction or obligation to Customer.

10.3 Publicity

Lemma may identify Customer as a customer, including by using Customer’s name and logo on its website and in marketing materials, in accordance with Customer’s trademark usage guidelines. Customer may withdraw this permission at any time by emailing [email protected].

11. Subprocessors and Third-Party Services

11.1 Subprocessors

Lemma uses third-party subprocessors, such as cloud infrastructure providers, to deliver the Service. Lemma is responsible for its subprocessors’ compliance with obligations consistent with these Terms. The current list of subprocessors is available in the Trust Center or on request.

11.2 Third-Party Services

The Service may integrate with third-party products that Customer chooses to connect, such as model providers, agent frameworks, and communication tools. Customer’s use of those products is governed by the third party’s terms. Lemma is not responsible for third-party products.

12. Warranties and Disclaimers

12.1 Mutual Warranties

Each party represents that it has the legal authority to enter into these Terms.

12.2 Lemma Warranty

Lemma warrants that it will provide the Service in a professional manner consistent with generally accepted industry standards and will not materially decrease the security of the Service during a subscription term.

12.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND LEMMA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LEMMA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT WILL DETECT EVERY FAILURE, ERROR, OR INCIDENT IN CUSTOMER’S AI AGENTS. CUSTOMER REMAINS RESPONSIBLE FOR THE OPERATION AND OUTPUTS OF ITS AI AGENTS.

13. Indemnification

13.1 By Lemma

Lemma will defend Customer against any third-party claim alleging that the Service, as provided by Lemma, infringes that third party’s intellectual property rights, and will pay damages and costs finally awarded or agreed in settlement. This obligation does not apply to claims arising from Customer Data, third-party products, combinations not provided by Lemma, or modifications not made by Lemma. If the Service is or may become subject to such a claim, Lemma may procure the right for Customer to continue using it, modify it to be non-infringing, or terminate the affected subscription and refund prepaid fees for the remainder of the term.

13.2 By Customer

Customer will defend Lemma against any third-party claim arising from Customer Data or Customer’s breach of Section 6, and will pay damages and costs finally awarded or agreed in settlement.

13.3 Procedure

The indemnified party must give prompt notice of the claim, allow the indemnifying party sole control of the defense and settlement, and provide reasonable cooperation. The indemnifying party may not settle a claim in a way that imposes obligations on the indemnified party without its consent.

14. Limitation of Liability

14.1 Exclusion of Damages

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

14.2 Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID AND PAYABLE BY CUSTOMER TO LEMMA IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

14.3 Exceptions

Sections 14.1 and 14.2 do not apply to (a) Customer’s payment obligations; (b) a party’s indemnification obligations; (c) a party’s breach of Section 9 (Confidentiality); or (d) Customer’s breach of Section 6 (Acceptable Use).

15. Term and Termination

15.1 Term

These Terms apply from the date Customer first accepts them until all subscriptions have expired or been terminated.

15.2 Termination for Cause

Either party may terminate these Terms or an order form if the other party materially breaches it and does not cure the breach within thirty (30) days after written notice.

15.3 Effect of Termination

On termination or expiration, Customer’s access to the Service ends and Customer will pay any fees accrued through the termination date. If Lemma terminates for convenience, or Customer terminates for Lemma’s uncured breach, Lemma will refund any prepaid fees for the remaining term. Lemma will delete Customer Data in accordance with Section 4.4 unless longer retention is required by law.

15.4 Survival

Sections 4.1, 4.8, 7, 9, 10, 12.3, 13, 14, 15.3, 15.4, and 17 survive termination.

16. Changes to These Terms

Lemma may update these Terms from time to time. Lemma will post the updated Terms at https://uselemma.ai/terms with a new “Last updated” date. For material changes, Lemma will notify account owners by email at least thirty (30) days before the changes take effect. Changes will not apply to a paid subscription term in progress unless Customer agrees. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

17. General

17.1 Governing Law and Venue

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. The state and federal courts located in San Francisco County, California have exclusive jurisdiction over any dispute arising out of these Terms.

17.2 Assignment

Neither party may assign these Terms without the other party’s prior written consent, except that either party may assign them without consent to a successor in a merger, acquisition, or sale of all or substantially all of its assets or business to which these Terms relate.

17.3 Force Majeure

Neither party is liable for delays or failures in performance, other than payment obligations, caused by events beyond its reasonable control.

17.4 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

17.5 Export and Sanctions

Each party will comply with applicable export control and sanctions laws. Customer represents that it is not located in, or owned or controlled by a person in, a comprehensively sanctioned jurisdiction.

17.6 Notices

Notices to Lemma must be sent to [email protected], with a copy to Forge AI Labs, Inc., 80 Blake St, Unit B, San Francisco, CA 94118. Notices to Customer will be sent to the email address associated with Customer’s account.

17.7 Entire Agreement

These Terms, together with any order forms, the DPA, and any Business Associate Agreement, are the entire agreement between the parties regarding the Service and supersede all prior agreements on that subject. Any purchase order terms are void.

17.8 Severability and Waiver

If any provision is held unenforceable, the remaining provisions remain in effect. A failure to enforce any provision is not a waiver.

18. Contact

Forge AI Labs, Inc. (dba Lemma)
80 Blake St, Unit B
San Francisco, CA 94118

• Legal: [email protected]
• Security: [email protected]
• Support: [email protected]