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Cloud Services Agreement

Last Updated: Feb 25, 2026

  1. Framework and Structure
    This Cloud Service Agreement ("Agreement") consists of these standard terms (the "Standard Terms") and one or more order forms executed by the parties that reference this Agreement (each, an "Order Form"). Each Order Form and these Standard Terms together form a binding agreement between LlamaIndex, Inc. ("LlamaIndex") and the applicable customer ("Customer").If there is a conflict between these Standard Terms and an Order Form, the Order Form will control solely with respect to the subject matter expressly addressed in the Order Form.
  2. Service Access and Use
    1. Grant of Rights
      During the applicable Subscription Period (as defined in the Order Form), and subject to Customer’s compliance with this Agreement, LlamaIndex grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the cloud-based services described in the applicable Order Form (the “Service”) for Customer’s internal business purposes and as embedded within Customer’s applications or services.
    2. License Restrictions
      Except as expressly permitted under this Agreement, Customer will not, and will not permit any third party to:
      • reverse engineer, decompile, or attempt to derive the source code or underlying algorithms of the Service;
      • sell, resell, sublicense, lease, distribute, or otherwise make the Service available as a standalone service;
      • use the Service to develop or provide a competing product or service; or
      • use the Service in violation of applicable law or in a manner that materially interferes with or degrades the Service.
  3. Customer Responsibilities
    Customer is responsible for all use of the Service by its authorized users and for maintaining the confidentiality of all access credentials. Customer will promptly notify LlamaIndex of any unauthorized access to or use of the Service.
  4. Data Rights and Usage
    1. Customer Data
      “Customer Data” means data, documents, content, or other materials submitted to the Service by or on behalf of Customer, including inputs provided through APIs or user interfaces and outputs generated by the Service for Customer based on such inputs. Customer Data does not include Usage Data.

      As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants LlamaIndex a limited, non-exclusive right to host, process, transmit, and otherwise use Customer Data solely as necessary to provide, maintain, and support the Service and to comply with applicable law.
    2. Usage Data
      “Usage Data” means information relating to the provision, operation, support, and use of the Service, including technical logs, metadata, configuration data, performance metrics, feature usage statistics, credit consumption data, and other telemetry generated in connection with use of the Service. Usage Data does not include Customer Data in identifiable form.

      LlamaIndex may collect, use, and analyze Usage Data to operate, maintain, secure, support, and improve the Service and for internal business purposes, including analytics and benchmarking. When used for product improvement, analytics, or similar purposes, Usage Data will be aggregated and de-identified and will not identify Customer or any individual.
    3. No AI / ML Training on Customer Data
      LlamaIndex will not use Customer Data to train or fine-tune any artificial intelligence or machine learning models, except where Customer has expressly agreed in writing to such use in an Order Form or separate written agreement.
  5. Fees and Payment
    Customer will pay all fees specified in the applicable Order Form in accordance with the payment terms set forth therein. Except as expressly provided in this Agreement or an Order Form, fees are non-cancellable and non-refundable.
  6. Suspension
    LlamaIndex may suspend Customer’s access to the Service if Customer:
    • is more than fifteen (15) days overdue on undisputed payment obligations;
    • materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice

      Where practicable, LlamaIndex will provide advance notice prior to suspension.
  7. Confidentiality
    “Confidential Information” means non-public information disclosed by one party to the other in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential under the circumstances. Confidential Information includes Customer Data and the terms of this Agreement.

    Each party will use Confidential Information solely to perform under this Agreement and will protect it using at least a reasonable standard of care.

    Confidential Information does not include information that is publicly available through no fault of the receiving party, independently developed without use of the disclosing party’s Confidential Information, or rightfully received from a third party without restriction.
  8. Warranties
    1. Service Warranty
      LlamaIndex warrants that during the applicable Subscription Period it will not materially reduce the general functionality of the Service taken as a whole.
    2. Warranty Remedy
      If LlamaIndex breaches the warranty above, Customer must notify LlamaIndex in writing with reasonable detail. LlamaIndex will use commercially reasonable efforts to restore the affected functionality. If LlamaIndex is unable to restore the affected functionality within thirty (30) days after receiving Customer’s written notice, Customer may terminate the affected Order Form, and LlamaIndex will refund any prepaid fees for the unused portion of the applicable Subscription Period.
  9. Disclaimer
    Except as expressly provided in this Agreement, the Service is provided “as is” and LlamaIndex disclaims all other warranties, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
  10. Indemnification
    1. By LlamaIndex
      LlamaIndex will defend Customer against any third-party claim alleging that Customer’s authorized use of the Service infringes a U.S. patent, copyright, or trademark, and will indemnify Customer against any damages finally awarded by a court of competent jurisdiction or agreed to in settlement by LlamaIndex arising from such claim.

      This obligation does not apply to claims arising from (i) Customer Data, (ii) modifications not made by LlamaIndex, (iii) use of the Service in combination with products or services not provided by LlamaIndex, or (iv) use of the Service in violation of this Agreement.

      Customer must promptly notify LlamaIndex of the claim and allow LlamaIndex to control the defense and settlement. LlamaIndex may settle any claim that does not impose liability or admission of fault on Customer.

      If the Service becomes the subject of an infringement claim, LlamaIndex may modify the Service, procure the right for Customer to continue using it, or terminate the affected Order Form and refund any prepaid fees for the unused portion of the applicable Subscription Period.
    2. By Customer
      Customer will defend and indemnify LlamaIndex against third-party claims arising from Customer Data or Customer’s use of the Service in violation of this Agreement or applicable law.
  11. Limitation of Liability
    Except for fraud, willful misconduct, payment obligations, and indemnification obligations, each party’s total liability arising out of or relating to this Agreement will not exceed the fees paid or payable by Customer in the twelve (12) months preceding the claim. Neither party will be liable for indirect, incidental, consequential, or punitive damages.Liability arising from a party’s intentional or willful breach of its confidentiality obligations is excluded from this limitation.
  12. Term and Termination
    This Agreement remains in effect while any Order Form is in effect. Each Order Form will remain in effect for its stated Subscription Period and will automatically renew for successive periods of the same length unless either party provides written notice of non-renewal at least sixty (60) days before the end of the then-current Subscription Period. Either party may terminate this Agreement or an affected Order Form for a material breach that is not cured within thirty (30) days after written notice.
  13. Force Majeure
    Neither party will be liable for failure or delay in performance due to events beyond its reasonable control. Force Majeure excuses performance only for the duration of the event and does not give rise to any refund or termination right, except as expressly provided in an Order Form.
  14. Governing Law and Venue
    This Agreement is governed by the laws of the State of California. Any legal action or proceeding arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in San Francisco County, California.
  15. Miscellaneous
    This Agreement is the entire agreement between the parties regarding its subject matter and may be amended only by a written document signed by both parties. The parties are independent contractors. Neither party may assign this Agreement without the other party’s consent, except in connection with a merger, sale of assets, or change of control.

    Publicity. Customer grants LlamaIndex the right to identify Customer as a customer of LlamaIndex, including use of Customer’s name and logo, subject to Customer’s reasonable trademark guidelines.

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