Terms of Service

1. Definitions

• "Authorized Users" means individuals authorized by Customer to access the Services under Customer's subscription.
• "Customer Data" means all data, content, and information submitted to the Services by or on behalf of Customer.
• "Documentation" means the technical documentation, user guides, and specifications made available by Llewellyn Systems.
• "Order Form" means the ordering document specifying the Services, subscription term, fees, and other terms.
• "Platform" means the ODE enterprise decision automation platform and all related components.

2. Access and Use Rights

2.1 License Grant. Subject to these Terms and payment of applicable fees, Llewellyn Systems grants Customer a non-exclusive, non-transferable, limited right to access and use the Services during the subscription term solely for Customer's internal business purposes.

2.2 Restrictions. Customer shall not: (a) sublicense, sell, resell, transfer, or distribute the Services; (b) modify, copy, or create derivative works; (c) reverse engineer, disassemble, or decompile the Services; (d) access the Services to build a competitive product; (e) use the Services in violation of applicable law; (f) transmit malicious code or interfere with the Services' integrity.

2.3 Acceptable Use. Customer agrees to comply with ourAcceptable Use Policy, which is incorporated by reference.

3. Customer Data and Ownership

3.1 Customer Ownership. Customer retains all right, title, and interest in and to Customer Data. Llewellyn Systems acquires no ownership rights in Customer Data.

3.2 License to Customer Data. Customer grants Llewellyn Systems a limited license to process Customer Data solely to provide the Services and as otherwise permitted under theData Processing Addendum.

3.3 Data Integrity. The Platform maintains One-Record data lineage, ensuring complete audit trails and data integrity across all processing operations.

3.4 Data Export. Customer may export Customer Data at any time during the subscription term. Upon termination, Customer has 30 days to request data export before deletion.

4. Security and Compliance

4.1 Security Measures. Llewellyn Systems implements and maintains industry-standard security measures as described in our Security documentation, including SOC 2 Type II audit in progress, encryption, RBAC, and tenant isolation.

4.2 Compliance. The Services are designed to support Customer compliance with GDPR, CCPA/CPRA, HIPAA (with BAA), SOX, and other applicable regulations. Specific compliance features may require Enterprise tier subscription.

4.3 Customer Responsibilities. Customer is responsible for: (a) maintaining the security of account credentials; (b) ensuring Authorized Users comply with these Terms; (c) the accuracy and legality of Customer Data; (d) obtaining necessary consents for data processing.

5. Fees and Payment

5.1 Fees. Customer agrees to pay all fees specified in the applicable Order Form. Fees are non-refundable except as expressly stated herein or required by law.

5.2 Payment Terms. Unless otherwise specified, fees are due within 30 days of invoice date. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law.

5.3 Taxes. Fees are exclusive of taxes. Customer is responsible for all applicable taxes, excluding taxes based on Llewellyn Systems' net income.

6. Service Level Agreement

Enterprise customers are entitled to the service levels described in ourService Level Agreement, including uptime commitments and support response times. Service credits are the sole remedy for SLA failures.

7. Intellectual Property

7.1 Llewellyn Systems IP. Llewellyn Systems and its licensors retain all right, title, and interest in the Services, including all patents, copyrights, trademarks, trade secrets, and other intellectual property rights.

7.2 Feedback. If Customer provides suggestions or feedback regarding the Services, Llewellyn Systems may use such feedback without obligation to Customer.

8. Confidentiality

Each party agrees to protect the other's Confidential Information using the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information excludes information that: (a) is or becomes publicly available; (b) was known prior to disclosure; (c) is independently developed; or (d) is rightfully obtained from a third party.

9. Warranties and Disclaimers

9.1 Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into these Terms.

9.2 Service Warranty. Llewellyn Systems warrants that the Services will perform materially in accordance with the Documentation during the subscription term.

9.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LLEWELLYN SYSTEMS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Limitation of Liability

10.1 Exclusion of Damages. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY.

10.2 Liability Cap. EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR GROSS NEGLIGENCE/WILLFUL MISCONDUCT, EACH PARTY'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

11.1 By Llewellyn Systems. Llewellyn Systems will defend Customer against claims that the Services infringe a third party's intellectual property rights and indemnify Customer for damages finally awarded.

11.2 By Customer. Customer will defend and indemnify Llewellyn Systems against claims arising from: (a) Customer Data; (b) Customer's violation of these Terms; (c) Customer's violation of applicable law.

12. Term and Termination

12.1 Term. These Terms commence on the Effective Date and continue until all subscriptions expire or are terminated.

12.2 Termination for Cause. Either party may terminate for material breach if the breach remains uncured 30 days after written notice.

12.3 Effect of Termination. Upon termination: (a) Customer's access rights cease; (b) Customer may request data export within 30 days; (c) each party returns or destroys Confidential Information; (d) accrued rights and obligations survive.

13. Governing Law and Dispute Resolution

13.1 Governing Law. These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict of law principles. For EU/UK customers, mandatory consumer protection laws of your jurisdiction may apply.

13.2 Arbitration. Disputes shall be resolved by binding arbitration under the rules of the American Arbitration Association, except that either party may seek injunctive relief in court.

14. General Provisions

14.1 Entire Agreement. These Terms, together with all Order Forms and referenced policies, constitute the entire agreement between the parties.

14.2 Amendments. Llewellyn Systems may update these Terms with 30 days' notice. Material changes require affirmative acceptance for existing customers.

14.3 Assignment. Neither party may assign these Terms without prior written consent, except in connection with a merger or acquisition.

14.4 Export Compliance. Customer agrees to comply with all applicable export control laws and sanctions regulations.