Terms of Service

1. Introduction and Acceptance

1.1 Agreement to Terms

Welcome to Alludium ("Platform", "we", "us", or "our"). These Terms of Service ("Terms", "ToS", or "Agreement") constitute a legally binding agreement between you (whether as an individual or on behalf of an entity) and Alludium Ltd (Company No. 15062888), a company incorporated in England and Wales ("Company"), governing your access to and use of our AI platform services, including our website, applications, AI agent creation tools, APIs, and any related services (collectively, the "Services").

Registered Office: International House, 36-38 Cornhill, London, United Kingdom, EC3V 3NG

BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE OUR SERVICES.

1.2 Capacity to Enter Agreement

You represent and warrant that:

• You have the legal capacity to enter into this Agreement

• If accepting on behalf of an entity, you have the authority to bind that entity

• Your use of the Services will comply with all applicable laws and regulations

• You are not located in a country subject to a U.S. Government embargo or designated as a "terrorist supporting" country

• You are not listed on any U.S. Government list of prohibited or restricted parties

1.3 AI Literacy Requirement

In accordance with Article 4 of the EU AI Act, all users must maintain a sufficient level of AI literacy appropriate to their use of our Services. We provide educational resources and documentation to support this requirement.

2. Definitions

For the purposes of these Terms:

• "AI Agent" means any artificial intelligence model, system, or application created, trained, deployed, or accessed through our Platform

• "API" means our application programming interfaces that enable integration with third-party services

• "Authorized User" means individuals authorized by you to access and use the Services under your account

• "Content" means any data, text, images, audio, video, code, or other materials

• "Customer Data" means any Content or information that you or your Authorized Users submit, upload, or otherwise provide to the Services

• "Documentation" means our technical documentation, user guides, and API documentation

• "Effective Date" means the date you first access or use the Services

• "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights

• "Output" means any Content generated by AI Agents in response to your inputs

• "Personal Data" has the meaning given in the GDPR and includes any information relating to an identified or identifiable natural person

• "Platform Content" means all Content we make available through the Services, excluding Customer Data and Third-Party Content

• "Processing" has the meaning given in the GDPR

• "Sensitive Personal Data" includes special categories of data under GDPR and sensitive personal information under CCPA, including neural data

• "Subscription Term" means the period during which you have paid for access to the Services

• "Third-Party Content" means Content made available through the Services by third parties

• "General-Purpose AI Model" or "GPAI Model" means an AI model that can be used for a wide range of purposes as defined in the EU AI Act

3. Account Registration and Eligibility

3.1 Age Requirements

You must be at least 18 years old to use our Services.

3.2 Account Creation

To access certain features of our Services, you must create an account by providing:

• Accurate, current, and complete registration information

• A valid email address

• A secure password meeting our security requirements

• Any additional information required for identity verification or compliance purposes

3.3 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials

• All activities that occur under your account

• Immediately notifying us of any unauthorized use or security breach

• Ensuring your Authorized Users comply with these Terms

We reserve the right to suspend or terminate accounts that we reasonably believe have been compromised.

3.4 Prohibited Account Activities

You may not:

• Create multiple accounts to circumvent restrictions or limitations

• Share your account credentials with unauthorized parties

• Use automated means to create accounts

• Provide false or misleading registration information

• Transfer or sell your account to another party without our written consent

4. Service Description and Scope

4.1 Core Services

We provide a cloud-based platform that enables you to:

• Create, configure, and deploy AI agents using third-party AI models

• Access pre-trained AI models and templates provided by third-party providers

• Integrate AI capabilities into your applications via APIs

• Collaborate with team members on AI projects

• Monitor and manage AI agent performance

• Access analytics and usage metrics

4.2 Third-Party AI Model Dependencies

Important Notice: Our Services depend entirely on third-party AI model providers including but not limited to:

• OpenAI (GPT models)

• Anthropic (Claude models)

• Google (Gemini and other models)

• Other AI model providers as integrated

Service Dependencies:

• Service availability depends on third-party provider uptime

• Model performance depends on third-party provider capabilities

• We do not control third-party model updates, changes, or discontinuation

• Third-party provider terms and policies may affect your use

Risk Allocation:

• You acknowledge that third-party model unavailability may impact our Services

• We are not liable for third-party provider failures or changes

• Alternative models may be substituted when possible but are not guaranteed

• Model-specific features may be discontinued if providers change terms

4.3 Service Availability

While we strive for continuous availability, the Services may be subject to:

• Scheduled maintenance (with advance notice when possible)

• Unscheduled downtime for emergency maintenance

• Interruptions due to third-party provider issues

• Interruptions due to factors beyond our control

• Modifications, updates, or discontinuation of features

4.4 Service Modifications

We reserve the right to:

• Add, modify, or remove features and functionality

• Change system requirements or compatibility

• Update our APIs and technical specifications

• Adjust usage limits or quotas

• Modify or discontinue third-party integrations

We will provide reasonable notice of material changes that may adversely affect your use of the Services.

5. Acceptable Use Policy

5.1 General Conduct Requirements

You agree to use our Services only for lawful purposes and in accordance with these Terms. You will not:

5.1.1 Legal and Regulatory Violations

• Violate any applicable laws, regulations, or third-party rights

• Engage in any activity that violates export control laws or sanctions

• Use the Services for any illegal or unauthorized purpose

• Facilitate or encourage illegal activities

5.1.2 Harmful or Malicious Activities

• Create, distribute, or deploy malware, viruses, or malicious code

• Attempt to gain unauthorized access to any systems or networks

• Interfere with or disrupt the Services or servers

• Circumvent any security measures or access controls

• Engage in any form of network or system attacks

5.1.3 Abusive Behavior

• Harass, threaten, or harm other users or individuals

• Engage in hate speech or discrimination

• Impersonate any person or entity without authorization

• Create or distribute spam or unsolicited communications

• Manipulate or deceive users through the Services

5.2 AI-Specific Prohibited Uses

You may not use our Services or AI Agents to:

5.2.1 Harmful AI Applications

• Create AI systems designed to cause physical or psychological harm

• Develop autonomous weapons systems or military applications without authorization

• Build surveillance systems that violate privacy rights

• Create deepfakes or synthetic media for deceptive purposes without clear disclosure

• Generate non-consensual intimate images or content

5.2.2 Biometric and Surveillance Restrictions

• Develop real-time biometric identification systems in public spaces (except as permitted by law)

• Create social scoring systems based on behavior or personal characteristics

• Build systems for emotion recognition in workplace or educational settings (except for safety purposes)

• Implement predictive policing systems based on profiling

5.2.3 Manipulation and Deception

• Create AI that exploits vulnerabilities of specific groups, particularly children or disabled persons

• Develop systems using subliminal or deceptive techniques to distort behavior

• Generate content that impersonates real persons without consent and clear disclosure

• Create AI for spreading disinformation or manipulating elections

5.2.4 Content Violations

• Generate or process child sexual abuse material or content sexualizing minors

• Create content that infringes intellectual property rights

• Produce content that violates privacy rights or data protection laws

• Generate defamatory, libelous, or unlawfully threatening content

5.3 AI Safety and Human Oversight Requirements

Mandatory Requirements:

• High-risk AI systems must maintain meaningful human oversight with qualified personnel monitoring decisions

• Automated decision-making systems require human review capabilities and intervention mechanisms

• Users must implement appropriate safeguards for AI deployment including testing, monitoring, and risk assessment

• AI systems affecting individuals must provide transparency about automated processing and decision-making logic

• Users must ensure AI literacy appropriate to their deployment and use of AI systems

5.4 Enforcement

We reserve the right to:

• Monitor usage for compliance with this policy

• Investigate suspected violations

• Remove or disable access to violating content

• Suspend or terminate accounts for violations

• Report illegal activities to law enforcement

• Cooperate with legal authorities and comply with legal processes

Repeated violations or severe breaches may result in permanent termination without refund.

6. AI Agent Creation and Usage Rights

6.1 Rights Granted to You

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to:

• Create AI agents using our Platform tools and services

• Configure AI agents using your own data (subject to Section 8)

• Deploy AI agents for your internal business purposes

• Integrate AI agents with your applications via our APIs

• Distribute AI agents to your end users (subject to restrictions below)

6.2 Ownership of AI Agents

6.2.1 Your AI Agents

• You retain ownership of AI agent configurations you create using our Platform

• You own any custom training data you provide

• You own the specific configurations and parameters you set

• You are responsible for your AI agents' outputs and behavior

6.2.2 Our Platform Technology

We retain all rights to:

• Our underlying Platform technology and infrastructure

• Pre-trained models and base architectures we provide access to

• Platform features, tools, and interfaces

• Any improvements or derivatives of our technology

6.2.3 Third-Party AI Models

• Third-party AI model providers retain ownership of their models

• Your use of third-party models is subject to their terms and conditions

• We act solely as a conduit between you and third-party AI providers

• Model availability depends on our agreements with third-party providers

6.3 Output Rights and Responsibilities

6.3.1 Ownership of Outputs

• You own the outputs generated by your AI agents for your prompts

• We claim no ownership rights in outputs generated for you

• You are solely responsible for reviewing and using outputs appropriately

6.3.2 Output Limitations

• We do not guarantee accuracy, completeness, or reliability of outputs

• Outputs may be similar or identical across different users

• You must not rely on outputs for critical decisions without human review

• Outputs may be subject to intellectual property rights of third parties

6.4 Commercial Use Rights

You may use AI agents for commercial purposes, subject to:

• Compliance with your subscription tier limitations

• Adherence to our Acceptable Use Policy

• Proper disclosure to end users that they are interacting with AI

• Implementation of appropriate safety measures and human oversight

• Compliance with applicable AI regulations

6.5 Distribution and Resale

If your subscription permits:

• You may distribute AI agents to your customers

• You must ensure end users agree to acceptable use terms

• You remain responsible for your AI agents' compliance

• You must implement access controls and monitoring

• You cannot resell access to our Platform itself

6.6 Data Deletion Upon Account Termination

Important: Upon termination of your account:

• All AI agents you created will be permanently deleted from our Platform

• Any IP you created will be removed and will no longer exist on our systems

• Downloaded AI agent configurations may have limited or no functionality without Platform access

• We do not provide ongoing support for AI agents after account termination

• Third-party AI model access is terminated, rendering downloaded configurations non-functional

7. Intellectual Property Rights

7.1 Our Intellectual Property

We retain all rights, title, and interest in and to:

• The Platform and Services

• Our trademarks, logos, and brand elements

• Platform Content and Documentation

• Our proprietary algorithms and platform technology

• Any feedback or suggestions you provide

All IP within the Alludium Platform belongs to Alludium Ltd except for user-created IP as specified below.

7.2 Your Intellectual Property

You retain rights to:

• Customer Data you upload or create

• AI agent configurations you develop (subject to Platform technology dependencies)

• Your trademarks and branding

• Your confidential information

Important Limitations:

• Your AI agent IP depends on our Platform technology for functionality

• Upon account termination, your IP is deleted from our systems

• Downloaded AI configurations require Platform access for meaningful functionality

• Your IP cannot access Alludium Platform IP after account termination

7.3 License Grants

7.3.1 Your License to Us

You grant us a worldwide, non-exclusive, royalty-free license to:

• Host, store, and process Customer Data to provide the Services

• Display your trademarks in connection with providing Services

• Create anonymized, aggregated data for analytics

• We do not use Customer Data to improve our Services or train AI models

7.3.2 Our License to You

We grant you a limited license to:

• Access and use the Platform during your Subscription Term

• Use our APIs in accordance with the Documentation

• Create derivative works based on our Documentation

• Use our marks solely to identify your use of our Services

7.4 Feedback

Any feedback, suggestions, or ideas you provide become our property, and we may use them without restriction or compensation to you.

7.5 Intellectual Property Indemnification

7.5.1 Our IP Indemnification

We will defend, indemnify, and hold you harmless from third-party claims that:

• The Platform itself infringes their intellectual property rights

• Our proprietary technology violates third-party IP rights

• Platform features infringe patents, copyrights, or trademarks

AI-Specific IP Protection:

• Coverage for AI platform technology IP claims

• Protection against claims related to our AI integration methods

• Coverage for platform-specific AI functionality disputes

7.5.2 Indemnification Exclusions

Our indemnification does not cover claims arising from:

• Your AI agent configurations or training data

• AI outputs generated based on your inputs

• Third-party AI model IP claims

• Your breach of these Terms

• Modifications you make to the Services

• Combination with third-party products

• Your use after notice of potential infringement

7.5.3 Third-Party AI Model IP

• Third-party AI model providers are responsible for their own IP indemnification

• We are not liable for third-party model IP infringement claims

• You should review third-party provider terms for IP protection

7.6 DMCA Compliance

We respect intellectual property rights and will respond to valid DMCA takedown notices. If you believe your copyright has been infringed, please contact our designated agent at DMCA@alludium.ai.

8. Data Usage and Privacy

8.1 Privacy Policy

Our Privacy Policy, available at [privacy policy URL], explains how we collect, use, and protect Personal Data. By using our Services, you consent to our data practices as described in the Privacy Policy.

8.2 Data Processing Roles and Responsibilities

8.2.1 Lawful Basis

We process Personal Data based on:

• Performance of this contract

• Your consent where required

• Our legitimate interests in providing and improving Services

• Compliance with legal obligations

8.2.2 Types of Data Processed

• Account information (name, email, payment details)

• Usage data and analytics

• AI agent configuration data you provide

• Technical data (IP addresses, device information)

• Communications with our support team

8.2.3 Data Protection Roles

When we are Data Controller:

• Account registration and management

• Billing and payment processing

• Service analytics and improvement

• Marketing communications (with consent)

• Security monitoring and fraud prevention

When we are Data Processor:

• Processing your AI training data

• Storing and processing your content

• Executing AI operations at your direction

• Providing data processing services as instructed

Your Controller Obligations: When you act as data controller for personal data processed through our platform:

• Ensure lawful basis for all processing

• Obtain necessary consents from data subjects

• Provide appropriate privacy notices

• Enable data subject rights exercise

• Implement data protection by design principles

• Notify us of any data subject requests requiring our assistance

8.3 Your Responsibilities

You represent and warrant that:

• You have all necessary rights to provide Customer Data

• Your use complies with applicable data protection laws

• You have obtained required consents from data subjects

• You will not process Sensitive Personal Data without appropriate safeguards

• You will respond to data subject requests appropriately

8.4 Data Security

We implement appropriate technical and organizational measures to protect Personal Data, including:

• Encryption in transit and at rest

• Access controls and authentication

• Regular security assessments

• Incident response procedures

• Employee training on data protection

8.5 Data Location and Transfers

• All data is processed within the European Union and United Kingdom

• We do not transfer personal data outside these regions except when users outside EU/UK input data

• User-initiated data from outside EU/UK is transferred to EU/UK for processing

• We implement appropriate safeguards for any cross-border data flows

8.6 AI-Specific Data Considerations

8.6.1 Training Data

• We do not train our models on Customer Data

• We do not use your data for model improvement

• We act solely as a conduit to third-party AI providers

• Special restrictions apply to Sensitive Personal Data

8.6.2 Neural Data and Biometric Information

If you process neural data or biometric information:

• You must obtain explicit consent from data subjects

• Additional security measures are required

• You must comply with specific regulatory requirements

• Special retention and deletion rules apply

8.7 Data Retention and Deletion

• We retain Customer Data during your Subscription Term

• You may request deletion of your data at any time

• We delete data within 30 days of account termination

• Some data may be retained longer for legal compliance

• Anonymized, aggregated data may be retained indefinitely

8.8 Your Rights

Depending on your location, you may have rights to:

• Access your Personal Data

• Correct inaccurate data

• Delete your data ("right to be forgotten")

• Port your data to another service

• Object to certain processing

• Withdraw consent

• Lodge complaints with supervisory authorities

To exercise these rights, contact privacy@alludium.ai.

9. Third-Party Integrations and API Terms

9.1 API Access and Usage

9.1.1 API License

Subject to these Terms, we grant you a limited, non-exclusive license to access and use our APIs solely to integrate the Services with your applications.

9.1.2 API Restrictions

You may not:

• Exceed rate limits or usage quotas

• Use APIs to create competitive services

• Reverse engineer or derive source code

• Sublicense API access to third parties

• Cache or store API responses beyond reasonable periods

• Use APIs in any manner that could damage or overburden our infrastructure

9.2 Third-Party Services

9.2.1 Integration Options

Our Platform integrates with third-party services, including:

Cloud Infrastructure:

• Amazon Web Services (AWS): Cloud hosting and storage

• Google Cloud Platform: Cloud hosting and services

AI Model Providers:

• OpenAI: GPT models and related AI services

• Anthropic: Claude models and AI capabilities

• Google: Gemini and other AI models

• Other AI service providers as integrated

Analytics and Performance:

• Google Analytics: Website and application usage analytics

• Performance monitoring services

Customer Support:

• Intercom: Live chat support and customer communication

Security and Infrastructure:

• Cloudflare: Content delivery network and security services

Payment Processing:

• Stripe: Payment processing and subscription management

Marketing and Advertising (with consent):

• Meta/Facebook: Social media advertising and conversion tracking

• LinkedIn: Professional network advertising and B2B analytics

• X/Twitter: Social media conversion tracking

9.2.2 Third-Party Terms

• Your use of third-party services is subject to their terms

• We are not responsible for third-party services

• You must comply with third-party licensing requirements

• Third-party services may have their own privacy policies

9.2.3 Third-Party AI Model Dependencies

Critical Dependencies:

• Our core AI functionality depends on third-party AI model providers

• Service availability may be affected by third-party provider issues

• Model performance and capabilities are determined by third-party providers

• Third-party providers may change terms, pricing, or discontinue services

Risk Allocation:

• We are not liable for third-party AI model failures or changes

• Alternative models may be substituted when possible

• Some features may become unavailable if providers change terms

• Users should not rely on specific third-party models being permanently available

9.3 Developer Requirements

If you integrate our APIs:

• Implement appropriate error handling

• Maintain security best practices

• Keep authentication credentials confidential

• Monitor and respect rate limits

• Update integrations as we update APIs

• Provide clear attribution when required

9.4 API Changes and Versioning

• We will maintain backward compatibility when possible

• Deprecation notices will be provided for breaking changes

• You are responsible for updating to supported versions

• Emergency changes may be made without notice

10. Payment Terms and Billing

10.1 Subscription Plans

We offer various subscription plans with different features, usage limits, and pricing. Current plans and pricing are available at https://www.alludium.ai/pricing.

10.2 Payment Terms

10.2.1 Billing Cycle

• Subscriptions are billed in advance on a monthly or annual basis

• Billing cycles begin on the date of initial purchase

• Automatic renewal occurs unless cancelled

10.2.2 Payment Methods

We accept:

• Major credit and debit cards

• Bank transfers for enterprise accounts

• Other methods as specified on our Platform

10.2.3 Taxes

• All fees are exclusive of taxes unless stated otherwise

• You are responsible for all applicable taxes

• We will collect taxes where legally required

• You must provide tax exemption certificates if applicable

10.3 Usage-Based Pricing

For usage-based components:

• Usage is calculated based on API calls, compute time, or data processed

• Overage charges apply for usage exceeding plan limits

• Usage is measured using our internal tracking systems

• Disputed usage must be reported within 30 days

10.4 Price Changes

• We may modify prices with 30 days' notice

• Price increases apply at your next renewal

• You may cancel before price increases take effect

• Promotional pricing terms are honored for their duration

10.5 Refunds and Credits

10.5.1 Refund Policy

• Monthly subscriptions: No refunds for partial months

• Annual subscriptions: No refunds for unused months

• No refunds for usage-based charges

• Refunds processed within 14 business days

EU/UK Consumer Exception: EU and UK consumers have the right to cancel within 14 days of purchase and receive a full refund, except for digital content that has been fully performed with consent.

10.5.2 Service Credits

We may issue service credits for:

• Service availability below SLA commitments

• Billing errors in your favor

• Other circumstances at our discretion

10.6 Consumer Cancellation Rights (UK/EU)

For UK and EU consumers:

• 14-day cooling off period: Right to cancel within 14 days of purchase without reason

• Full refund: Refund processed within 14 days of cancellation notice

• Digital content exception: Right expires when performance begins with your consent

• Cancellation method: Email cancellation@alludium.ai or written notice

• No penalties: No cancellation fees or penalties apply

• Statutory rights: These rights are in addition to your statutory consumer rights

10.7 Payment Failures

If payment fails:

• We will attempt to process payment again

• Services may be suspended after grace period

• Late fees may apply

• Reactivation may require payment of past due amounts

11. Service Level Agreement

11.1 Availability Commitment

We commit to maintaining Platform availability of:

• 99.9% for Enterprise plans

• 99.5% for Professional plans

• 99% for Standard plans

• Best effort for Free plans

Availability is measured monthly, excluding scheduled maintenance.

11.2 Scheduled Maintenance

• Routine maintenance windows: Saturdays & Sundays 02:00-06:00 UTC

• Advance notice: minimum 48 hours

• Emergency maintenance may occur without notice

• Maintenance periods excluded from availability calculations

11.3 Service Credits

If we fail to meet availability commitments:

• 10% credit for availability between 99-99.9% (Enterprise)

• 25% credit for availability between 95-99%

• 50% credit for availability below 95%

• Credits applied to next billing cycle

11.4 Credit Limitations

Service credits:

• Require written request within 30 days

• Are your sole remedy for availability issues

• Cannot exceed monthly service fees

• Do not apply to issues beyond our control

11.5 Support Services

Support availability by plan:

• Enterprise: 24/7 support with dedicated account manager

• Professional: Business hours support with priority queue

• Standard: Business hours support

• Free: Community forum and documentation only

11.6 SLA Enforcement and Escalation

Persistent SLA Failures:

• Three consecutive months below SLA triggers escalation review

• Escalation includes root cause analysis and remediation plan

• Enterprise customers receive dedicated technical review

• Persistent failures may qualify for early termination rights

Force Majeure for Cloud/AI Services: SLA obligations are suspended during:

• Third-party AI model provider outages

• Major cloud infrastructure failures

• Internet backbone disruptions

• Government-mandated service restrictions

• Cyber attacks on critical infrastructure

Early Termination Rights: If we fail to meet SLA commitments for three consecutive billing periods, you may terminate for cause with full refund of prepaid fees.

12. Disclaimers and Limitations of Liability

12.1 Service Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

• MERCHANTABILITY

• FITNESS FOR A PARTICULAR PURPOSE

• NON-INFRINGEMENT

• ACCURACY OR RELIABILITY OF OUTPUTS

• UNINTERRUPTED OR ERROR-FREE SERVICE

12.2 AI-Specific Disclaimers

WE SPECIFICALLY DISCLAIM:

• Accuracy, completeness, or reliability of AI-generated content

• Suitability of outputs for any particular purpose

• Outputs being free from bias or discrimination

• Compliance of outputs with any laws or regulations

• Outputs not infringing third-party rights

YOU ACKNOWLEDGE THAT:

• AI systems may produce unexpected or incorrect results

• Outputs should not be relied upon without human review

• AI behavior may change with updates or retraining

• Similar inputs may produce different outputs

• We cannot guarantee specific outcomes or results

12.3 Limitation of Liability

12.3.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR:

• INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES

• LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES

• LOSS OF DATA OR SYSTEM CORRUPTION

• COST OF SUBSTITUTE SERVICES

• REPUTATIONAL HARM

12.3.2 Cap on Liability

OUR TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF:

• THE AMOUNT PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM

• £100 GBP

Consumer Protection Exception: For consumer contracts, this limitation does not apply to liability for death, personal injury, fraud, or breach of statutory rights that cannot be excluded under applicable consumer protection laws.

12.3.3 Exceptions

These limitations do not apply to:

• Our gross negligence or willful misconduct

• Death or personal injury caused by our negligence

• Liability that cannot be limited under applicable law

• Our indemnification obligations

12.4 Consumer Rights Protection

Nothing in this section affects the statutory rights of consumers under applicable consumer protection laws, including:

• UK Consumer Rights Act 2015

• EU Consumer Rights Directive

• Other mandatory consumer protection legislation

12.5 Risk Allocation

You acknowledge that:

• These limitations reflect the risk allocation between parties

• Our fees reflect these liability limitations

• You have the opportunity to obtain insurance

• You will implement appropriate safeguards

13. Indemnification

13.1 Your Indemnification Obligations

You agree to defend, indemnify, and hold harmless Alludium Ltd, its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

• Your breach of these Terms

• Your violation of applicable laws or regulations

• Your use of the Services, including AI agents you create

• Customer Data you provide

• Your infringement of third-party rights

• Acts or omissions of your Authorized Users

• Your end users' use of AI agents you distribute

13.2 Our Indemnification Obligations

We will defend, indemnify, and hold you harmless from third-party claims that:

• The Platform itself infringes their intellectual property rights

• Our proprietary technology violates third-party IP rights

• Platform features infringe patents, copyrights, or trademarks

AI-Specific IP Protection:

• Coverage for claims related to our AI platform integration technology

• Protection against claims about our proprietary AI orchestration methods

• Coverage for platform-specific AI functionality IP disputes

Provided:

• You promptly notify us of the claim

• You provide reasonable cooperation

• We have sole control of the defense and settlement

• The claim does not arise from your modifications or misuse

13.3 Indemnification Exclusions

Our indemnification does not cover claims arising from:

• Your AI agent configurations or customer data

• AI outputs generated based on your inputs

• Third-party AI model IP claims (these are covered by third-party providers)

• Your breach of these Terms

• Modifications you make to the Services

• Combination with third-party products

• Your use after notice of potential infringement

• Open source components

13.4 Third-Party AI Model IP Coverage

• Third-party AI model providers (OpenAI, Anthropic, Google, etc.) are responsible for their own IP indemnification

• We are not liable for third-party model IP infringement claims

• You should review third-party provider terms for their IP protection coverage

• Our indemnification is limited to our platform technology, not third-party models

13.5 Indemnification Procedures

The indemnified party must:

• Promptly notify the indemnifying party in writing

• Provide reasonable assistance and information

• Allow sole control of defense and settlement

• Not admit liability without written consent

14. Term and Termination

14.1 Term

These Terms commence on the Effective Date and continue until terminated as set forth below.

14.2 Termination for Convenience

14.2.1 By You

• Monthly subscriptions: Cancel anytime, effective at period end

• Annual subscriptions: Cancel with 30 days' notice

• Free accounts: Terminate immediately anytime

• No refunds for termination for convenience (except EU/UK consumer rights)

14.2.2 By Us

We may terminate:

• Free accounts at any time with 30 days' notice

• Paid accounts with 90 days' notice and reasonable justification

• Any account immediately for cause

• Services we are discontinuing with reasonable notice

Consumer Protection: For consumer contracts, we will provide reasonable justification for termination and cannot terminate arbitrarily.

14.3 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches these Terms and fails to cure within 30 days

• Becomes insolvent or subject to bankruptcy proceedings

• Violates applicable laws or regulations

• Engages in prohibited activities under our Acceptable Use Policy

14.4 Effect of Termination

Upon termination:

• Your access to Services ceases immediately

• You must stop using our APIs and marks

• All your AI agents and IP are permanently deleted from our systems

• Downloaded AI configurations will have limited or no functionality

• You remain liable for charges incurred

• Sections that should survive will continue

14.5 Data Export

• You may export your data during the Subscription Term

• We provide data export tools in standard formats

• Export assistance available for 30 days post-termination

• Additional fees may apply for extended export support

• Exported AI agents will not function without Platform access

14.6 Surviving Provisions

The following sections survive termination:

• Intellectual Property Rights

• Confidentiality obligations

• Disclaimers and Limitations of Liability

• Indemnification

• Dispute Resolution

• General Provisions

15. Export Controls and Compliance

15.1 Export Restrictions

You acknowledge that the Services are subject to export control laws and regulations, including:

• U.S. Export Administration Regulations (EAR)

• U.S. Treasury Department sanctions (OFAC)

• EU export control regulations

• UK export control legislation

• Other applicable export laws

15.2 AI-Specific Export Controls

AI Technology Restrictions:

• Dual-use AI technologies may be subject to export licensing requirements

• High-performance AI systems may require government approvals for certain exports

• AI applications for military or surveillance use have additional restrictions

• Machine learning algorithms and neural network architectures may be controlled

Compliance Obligations:

• Users must comply with AI-specific export classifications

• Certain AI capabilities cannot be exported to restricted countries

• End-use restrictions apply to AI technology for weapons development

• AI research collaboration may require government notification

15.3 Compliance Obligations

You represent and warrant that:

• You are not prohibited from receiving the Services

• You will not export or re-export the Services illegally

• You will comply with all applicable export laws

• You will not use Services for prohibited end uses including:

• Weapons of mass destruction development

• Military applications in restricted countries

• Surveillance systems for human rights violations

• AI systems for autonomous weapons

• You will maintain required export records

15.4 Restricted Countries and Parties

You may not use or access the Services if:

• You are in a U.S. embargoed country

• You are on any prohibited party list (SDN, Entity List, etc.)

• You intend to use Services for weapons development

• Your use would violate export control laws

• You are engaged in activities contrary to UK or EU security interests

15.5 AI Export Monitoring

We reserve the right to:

• Monitor AI system deployments for export compliance

• Restrict access to certain AI capabilities based on user location

• Require additional verification for high-risk AI applications

• Report suspicious activities to relevant authorities

16. Dispute Resolution and Arbitration

16.1 Informal Resolution

Before initiating formal proceedings, you agree to attempt resolution by contacting us at legal@alludium.ai. We will attempt to resolve disputes informally for 60 days.

16.2 Binding Arbitration

16.2.1 Agreement to Arbitrate

ANY DISPUTE NOT RESOLVED INFORMALLY SHALL BE RESOLVED BY BINDING ARBITRATION UNDER THE LONDON COURT OF INTERNATIONAL ARBITRATION (LCIA) RULES, EXCEPT AS MODIFIED HERE.

16.2.2 Arbitration Procedures

• Arbitration location: London, England

• Number of arbitrators: One

• Language: English

• Governing arbitration law: Arbitration Act 1996 (England and Wales)

• Seat of arbitration: London, England

• Each party bears its own costs, except as awarded by arbitrator

16.2.3 Class Action Waiver

YOU WAIVE ANY RIGHT TO BRING CLAIMS ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ARBITRATION SHALL BE ON AN INDIVIDUAL BASIS ONLY.

EU Consumer Exception: This class action waiver does not apply to EU consumers who retain all collective redress rights under EU law.

16.3 Exceptions to Arbitration

The following disputes are not subject to arbitration:

• Intellectual property infringement claims

• Requests for injunctive relief

• Claims in small claims court (up to jurisdictional limits)

• Collection of undisputed fees

• Consumer disputes where arbitration is prohibited by law

16.4 Governing Law

These Terms are governed by the laws of England and Wales, without regard to conflict of law principles.

16.5 Venue

For any disputes not subject to arbitration, exclusive venue shall be the courts located in England and Wales.

16.6 Consumer Dispute Resolution

Alternative Dispute Resolution for Consumers:

• EU consumers may access the Online Dispute Resolution platform: https://ec.europa.eu/consumers/odr/

• UK consumers may contact relevant ombudsman services

• Consumers are not required to use arbitration where prohibited by consumer protection laws

17. General Provisions

17.1 Entire Agreement

These Terms, including incorporated policies and documents, constitute the entire agreement between the parties regarding the Services.

17.2 Modifications

We may modify these Terms by:

• Posting revised Terms on our website

• Notifying you via email or Platform notification

• Changes effective 30 days after notice

• Continued use constitutes acceptance

Consumer Protection: Material changes adverse to consumers require explicit consent, not just continued use.

17.3 Assignment

• You may not assign these Terms without our written consent

• We may assign these Terms without restriction

• These Terms bind successors and assigns

17.4 Severability

If any provision is found unenforceable:

• The remainder continues in full effect

• The unenforceable provision is modified minimally

• The parties' intent is given maximum effect

17.5 Waiver

No waiver is effective unless in writing. Failure to enforce any right is not a waiver of future enforcement.

17.6 Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control, including:

• Natural disasters

• War or terrorism

• Labor disputes

• Government actions

• Internet or infrastructure failures

• Third-party AI model provider outages

• Major cloud infrastructure failures

17.7 Notices

Notices must be in writing and sent:

• To you: Email address associated with your account

• To us: legal@alludium.ai or International House, 36-38 Cornhill, London, United Kingdom, EC3V 3NG

• Deemed received: Email (24 hours), Mail (5 business days)

17.8 Relationship

Nothing in these Terms creates:

• A partnership or joint venture

• An agency relationship

• An employment relationship

• Any fiduciary duties

17.9 Third-Party Beneficiaries

These Terms do not create third-party beneficiary rights except for our affiliates and indemnified parties.

17.10 Interpretation

• Headings are for convenience only

• "Including" means "including without limitation"

• "Or" is inclusive unless context requires otherwise

• These Terms are not construed against the drafter

18. Regulatory Compliance

18.1 GDPR Compliance

For EU/EEA users, we comply with GDPR requirements:

• We act as a data processor for Customer Data

• Data Processing Agreement available upon request

• We implement appropriate technical measures

• We assist with your compliance obligations

• We notify you of data breaches without undue delay

18.2 CCPA Compliance

For California users:

• We comply with CCPA requirements

• We do not sell Personal Data

• We honor consumer rights requests

• Our Privacy Policy details California rights

• We maintain required security measures

18.3 EU AI Act Compliance

We comply with EU AI Act requirements including:

General Purpose AI Model Obligations:

• Systemic risk evaluation and mitigation measures

• Model documentation and transparency reporting

• Cooperation with AI Office and national authorities

• Incident monitoring and reporting procedures

Transparency Requirements:

• Clear AI system documentation and user information

• Disclosure when users interact with AI systems

• Information about AI capabilities and limitations

• Documentation of intended use and restrictions

Human Oversight:

• Meaningful human supervision of AI systems where required

• Human intervention capabilities for high-risk applications

• Qualified personnel oversight for critical AI decisions

• Human review mechanisms for automated processing

Risk Management:

• Continuous monitoring and risk assessment procedures

• Risk mitigation strategies for identified AI risks

• Regular evaluation of AI system performance and safety

• Incident response procedures for AI-related issues

Quality Management:

• Robust quality assurance and testing protocols

• Validation procedures for AI system performance

• Continuous improvement processes for AI safety

• Documentation of quality management systems

Record Keeping:

• Comprehensive logs and audit trails as required

• Documentation of AI system development and deployment

• Records of human oversight and intervention

• Compliance documentation for regulatory review

Post-Market Monitoring:

• Ongoing performance and safety monitoring

• User feedback collection and analysis

• Continuous assessment of AI system impacts

• Regular review of risk assessments and mitigation measures

Incident Reporting:

• Prompt reporting of serious incidents to authorities

• Documentation of AI system failures or malfunctions

• Cooperation with regulatory investigations

• Implementation of corrective measures as required

18.4 UK AI Regulation

We comply with UK AI governance framework:

• Adherence to sector-specific AI guidance

• Implementation of AI risk management principles

• Cooperation with UK regulatory authorities

• Compliance with emerging UK AI legislation

19. Updates to Terms

We may update these Terms from time to time. When we make changes, we will:

• Post the updated Terms on our website

• Update the "Last Updated" date at the top of this document

• Notify you of material changes via email or through our Services

• Provide at least 30 days' notice for changes that materially affect your rights

Your continued use of our Services after the effective date of any changes constitutes your acceptance of the updated Terms.

Consumer Protection: For consumers, material changes that adversely affect your rights require explicit consent, not just continued use of the service.

20. Contact Information

For questions about these Terms of Service, please contact us at:

Alludium Ltd
Company Number: 15062888
Email: legal@alludium.ai
Website: https://www.alludium.ai/
Registered Office: International House, 36-38 Cornhill, London, United Kingdom, EC3V 3NG

Other Contacts:

• Technical support: support@alludium.ai

• Privacy matters: privacy@alludium.ai

• DMCA notices: DMCA@alludium.ai

• Cancellations (EU/UK consumers): cancellation@alludium.ai

These Terms of Service are effective as of August 1, 2025. We are committed to providing clear and fair terms that protect both our users and our business while complying with all applicable laws and regulations.