Terms of Service
Your agreement to use Lucien AI services.
Terms of Service
These Terms of Service ("Terms") form a binding agreement between you and Lucien AI, Inc. ("Lucien", "we", "us"). By accessing or using the Services, you agree to these Terms.
If you are entering into these Terms on behalf of a company, you represent that you have authority to bind that company; "you" and "Customer" refer to that entity. If you do not agree, do not use the Services.
1. Definitions
- "Services" means Lucien’s websites, applications, SDKs, CLIs, APIs, and related offerings.
- "Documentation" means usage guides and policies published by Lucien.
- "Authorized User" means your employee or contractor whom you authorize to use the Services under your account.
- "Input(s)" means prompts and other content provided by Customer or Authorized Users to the Services.
- "Output(s)" means content returned by the Services based on Inputs (e.g., plans, code, PRs, tests, runbooks).
- "Customer Data" means Inputs and other information submitted to or generated for Customer via the Services, including Outputs.
- "Usage Data" means aggregated and/or de‑identified technical data about use of the Services that does not identify Customer or disclose Customer Confidential Information.
2. Eligibility & Accounts
You must be at least 18 and legally able to enter a contract. You are responsible for your account credentials and for all activity under your account. Keep credentials confidential and promptly notify us of suspected misuse.
3. Access, License, and Acceptable Use
Subject to these Terms, Lucien grants you a non‑exclusive, non‑transferable, revocable right to access and use the Services during your subscription term. You will comply with the Acceptable Use Policy at /legal/acceptable-use and all applicable laws. Without limiting the AUP, you will not (and will not permit anyone to): (a) reverse engineer, decompile, or circumvent security or rate limits; (b) use the Services to generate or distribute unlawful content or malware; (c) exceed plan limits or remove proprietary notices; (d) use the Services to train or improve competing AI models or services without our express written consent; (e) resell or share credentials; (f) probe or test the security of the Services except under an approved disclosure program.
Your responsibilities. You are responsible for: (i) configuration of your repositories, secrets, and access scopes; (ii) the acts and omissions of your Authorized Users; and (iii) maintaining and promptly revoking user access when personnel changes occur.
4. Customer Data, Outputs, and IP
As between the parties, Customer retains all right, title, and interest in Customer Data and Outputs. Lucien retains all right, title, and interest in the Services and Documentation.
Training posture. Lucien does not use Customer Data or Outputs to train foundation models or to improve the Services for other customers unless Customer opts in in writing. This includes prompts, code, repositories, tickets, and Outputs.
License to host and process. Customer grants Lucien a limited license to host, process, transmit, and display Customer Data and Outputs solely to provide and support the Services and to prevent, detect, and remediate abuse and security issues.
Usage Data. We may collect and use aggregated and/or de‑identified usage analytics regarding how the Services are accessed ("Usage Data") to operate, secure, and improve the Services. Usage Data will not include Customer Confidential Information or be used to identify you.
Publicity. We will not use your name, logo, or trademarks in marketing without your prior consent.
Feedback. If you provide feedback, you grant Lucien a perpetual, irrevocable, royalty‑free license to use it without restriction, with no obligation to credit or compensate you.
5. Confidentiality & Security
Each party will protect the other’s Confidential Information using reasonable safeguards. "Confidential Information" includes non‑public business information, Customer Data, and Outputs. Our security measures are described at /security. We will notify you without undue delay of a confirmed breach affecting Customer Data. Where a data processing addendum applies, the DPA at /legal/dpa governs our processor obligations and international transfers.
6. Billing, Taxes, and Trials
Fees are specified at checkout or in an Order. Unless stated otherwise, fees are non‑refundable and exclude taxes. Customer is responsible for all taxes other than those based on Lucien’s income. Trials and free plans are provided "as is" and may be ended at any time. If you add seats or exceed usage limits, you authorize us to invoice or charge the payment method on file.
7. Service Changes; Availability; Beta Features
We may make changes to the Services that do not materially reduce core functionality. The Services may be unavailable from time to time due to planned maintenance or unplanned outages. Unless expressly set out in an Order, the Services are provided without uptime commitments or SLAs. Participation in alpha/beta, experimental, or pre‑release features is optional and provided "as is" with no SLA and may be discontinued at any time.
Suspension. We may suspend access, with notice where practical, if: (a) you violate these Terms or the AUP; (b) your use poses a security or operational risk to the Services or others; (c) required by law. We will resume access when the issue is resolved.
8. Term, Suspension, and Termination
These Terms commence when you first use the Services and continue for your subscription term. Either party may terminate for uncured material breach after 30 days’ notice. Upon termination, we will disable access and, upon request within 30 days, provide a reasonable export of Customer Data where feasible; thereafter we may delete it from active systems subject to legal retention.
9. Warranties; Disclaimers
THE SERVICES ARE PROVIDED "AS IS". TO THE MAXIMUM EXTENT PERMITTED BY LAW, LUCIEN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. LUCIEN DOES NOT WARRANT THAT OUTPUTS WILL BE ERROR‑FREE OR MEET YOUR REQUIREMENTS. YOU ARE RESPONSIBLE FOR REVIEWING OUTPUTS AND FOR DECISIONS MADE IN RELIANCE ON THEM.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES; AND (B) EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO LUCIEN FOR THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THESE LIMITATIONS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11. Indemnification; IP Infringement Remedy
Customer will indemnify and defend Lucien against third‑party claims arising from Customer’s use of the Services in violation of these Terms or law. Lucien will indemnify and defend Customer against third‑party claims alleging that the Services (excluding Customer Data, third‑party components, and Customer configurations) directly infringe intellectual property rights, subject to your prompt notice and cooperation. If the Services are found to infringe, we may (at our option): procure the right for you to continue using them, modify or replace the Services to be non‑infringing, or terminate the affected functionality and refund prepaid, unused fees. This Section states your sole remedy for IP infringement claims.
12. Dispute Resolution
The parties will first attempt in good faith to resolve disputes within 30 days. If unresolved, either party may bring suit in the courts identified below. Each party waives the right to a jury trial to the extent permitted by law. Nothing in this Section limits a party’s right to seek injunctive relief to protect confidentiality or intellectual property.
13. Third‑Party Services; Open Source
Third‑party services. The Services may interoperate with third‑party products or services (e.g., Git hosting, issue trackers, CI, communication platforms). Your use of third‑party services is governed by their terms, not these Terms, and we are not responsible for third‑party services.
Open source. The Services may include or link to open‑source components subject to their licenses. Required notices will be provided on request or in a dedicated notices page. To the extent any open‑source license requires that we make source code available, we will provide it on written request.
Third‑party content. We do not control third‑party content retrieved or referenced by the Services and disclaim responsibility for such content.
14. General
Governing law; venue. These Terms are governed by the laws of the State of Delaware, excluding its conflicts of laws rules. The state and federal courts located in San Francisco County, California have exclusive jurisdiction, and the parties consent to personal jurisdiction and venue there.
Export; sanctions. You will comply with export control and sanctions laws and will not use the Services in prohibited jurisdictions or for prohibited uses.
Assignment. Neither party may assign these Terms without the other’s consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.
Notices. Legal notices to Lucien must be sent to legal@lucien.ai. We may provide operational notices via the Service UI or email to your admin contacts.
U.S. Government rights. The Services are "commercial computer software" and related documentation; if licensed to the U.S. Government or its contractors, use is subject to these Terms per FAR 12.212 and DFARS 227.7202.
Entire agreement; order of precedence. These Terms, any Orders, and Documentation constitute the entire agreement and supersede prior agreements on the subject. If there is a conflict, an executed Order prevails, then these Terms, then the Documentation.
Updates to these Terms. We may update these Terms. Material changes will be notified in advance and take effect on the stated effective date. Continued use after the effective date constitutes acceptance.