Terms of Service

These Terms of Service ("Terms") are a contract between LlamaIndex, Inc. ("LlamaIndex", "we", "us" or "our") and you. They govern your access to and use of LlamaCloud, LlamaParse, LlamaExtract and our related APIs, software, documentation and websites, including llamaindex.ai, cloud.llamaindex.ai and cloud.eu.llamaindex.ai (together, the "Service"). You must accept these Terms to use the Service. If you do not agree, do not use the Service.

THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 14.2 AND A CLASS ACTION AND JURY TRIAL WAIVER IN SECTION 14.3. UNLESS YOU OPT OUT AS DESCRIBED IN SECTION 14.2, YOU AND LLAMAINDEX WILL RESOLVE DISPUTES THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS.

1. Scope

1.1 Self-serve use. These Terms govern use of the Service by anyone who has not signed a written agreement with LlamaIndex for the Service.

1.2 Enterprise customers. If you or your Organization have signed a written agreement with LlamaIndex for the Service, such as a Cloud Services Agreement and Order Form, that agreement governs the use of the Service it covers. These Terms, the Data Processing Addendum and the LlamaIndex Mutual Nondisclosure Agreement (Standard) do not apply to that use.

1.3 No negotiation. These Terms and the documents incorporated in them are not open to negotiation or modification. Terms in any purchase order, vendor form or other document you provide have no effect.

2. Eligibility and Accounts

2.1 Eligibility. You must be at least 18 years old and able to form a binding contract to use the Service. You must comply with these Terms and all applicable laws ("Applicable Law"). The Service is not available to anyone we have previously removed from it.

2.2 Organizations. If you use the Service on behalf of a company or other entity (an "Organization"), you represent that you have authority to bind it, and "you" includes both you and the Organization. The Organization is responsible for the acts and omissions of everyone who uses the Service through its accounts ("Org Users"). If you open an account with an email address provisioned by an Organization, or an Organization pays for your use, we may treat you as acting on that Organization's behalf. We may share information about your use of the Service with that Organization, and your access may be suspended or transferred if you leave it.

2.3 Account security. You must provide accurate account information and keep it current. You are responsible for all activity under your account and for keeping your credentials and API keys secure and unshared. An Org User with administrator access may change account settings, access and billing. You must notify us promptly at security@runllama.ai of any unauthorized use of your account. We are not liable for losses caused by unauthorized use of your account resulting from your failure to secure your credentials.

2.4 Third-party sign-in. If you sign in through a third-party service, you authorize us to access and use your information from that service as it permits, and to store the access tokens needed to do so.

2.5 Communications. You consent to receive Service-related notices by email at the address on your account. We may also send marketing emails, which you may opt out of at any time using the unsubscribe link. Opting out does not stop Service-related notices.

3. Use of the Service

3.1 License. Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes and to build functionality powered by the Service into your own applications, in each case as permitted by the Service's features and documentation. We reserve all rights not expressly granted.

3.2 Restrictions. Except where Applicable Law prohibits the restriction, you will not, and will not help anyone else to:

• reverse engineer, decompile or disassemble any part of the Service;
• resell, sublicense, rent or provide the Service on a standalone basis to third parties;
• use the Service to build or train a competing product or service, or for benchmarking or competitive analysis published without our consent;
• use automated means to access the Service in a way that exceeds rate limits or imposes an unreasonable load on our infrastructure;
• bypass any usage limit, access control or security measure, or interfere with the integrity or security of the Service;
• upload viruses or other malicious code, or use the Service to send spam;
• use the Service in violation of Applicable Law or anyone's rights, including intellectual property and privacy rights, or for any fraudulent, deceptive or harmful purpose;
• impersonate any person or misrepresent your affiliation with any person; or
• suggest that we endorse or sponsor you without our written consent.

3.3 Changes, suspension and termination. We may change, add or remove features of the Service and set usage limits. We may suspend or terminate your access at any time if you breach these Terms, if your use creates a security, legal or operational risk, or for any other reason on notice. You may close your account at any time. These Terms continue to apply to your past use after termination, and Sections 4.4, 4.6, 5, 6, 7 (for amounts owed), and 9 through 16 survive.

3.4 Third-party and open-source components. Some components of the Service, including open-source software, are provided under their own licenses, which govern your use of those components.

4. Your Content

4.1 Ownership. "User Content" means the files, documents and other data you submit to the Service and the outputs the Service generates from them. As between you and us, you own your User Content. If you are an Org User, we may treat your User Content as belonging to your Organization.

4.2 License to us. You grant us a non-exclusive, worldwide, royalty-free license, for as long as your User Content is held in the Service, to host, store, copy, process, transmit and display it, and to permit our Sub-processors to do the same, solely to provide, secure and support the Service for you and as you direct, and as you otherwise agree under separate terms accepted under Section 4.4.

4.3 No training; retention. Except as you agree under separate terms accepted under Section 4.4, we do not use User Content to train or fine-tune any artificial intelligence or machine learning model. We engage third-party model providers only on terms or configuration that prohibit them from using User Content to train or improve their models. We encrypt User Content in transit and at rest. Except as you agree under separate terms, input files and parse or extraction outputs are deleted no later than 48 hours after processing completes, unless you delete them sooner. Data you choose to store in LlamaCloud, such as indexes and pipelines, is kept until you delete it or close your account.

4.4 Separate terms. We may offer optional features or programs governed by separate terms. Separate terms apply only if an administrator of your account affirmatively accepts them in the Service. They are never applied by default, and declining them does not affect your access to the Service. For the data they cover, separate terms you accept control over any conflicting provision of these Terms or the DPA.

4.5 Your responsibilities. You are responsible for your User Content and for having the rights, notices, consents and legal basis needed to submit it and to let us process it under these Terms. LlamaIndex does not enter into Business Associate Agreements for self-serve use of the Service. If you are a covered entity or business associate under HIPAA, you will not submit protected health information to the Service unless you and LlamaIndex have signed a Business Associate Agreement.

4.6 Outputs. The Service uses machine learning and may produce outputs that are inaccurate or incomplete. You are responsible for reviewing outputs before relying on them and for how you use them.

4.7 Removal. We may remove or disable User Content that we reasonably believe violates these Terms or Applicable Law.

5. Our Intellectual Property; Usage Data; Feedback

5.1 Our IP. The Service, including its software, models, documentation, designs and all improvements to it, and all related intellectual property rights, belong to LlamaIndex and its licensors.

5.2 Usage Data. "Usage Data" means diagnostic, technical and usage information about the operation and use of the Service, such as logs, metadata, performance metrics and credit consumption. Usage Data does not include User Content. We own Usage Data and may use it to operate, secure, support, bill for and improve our products and services. We share Usage Data with third parties only in aggregated or de-identified form that does not identify you, your Organization or any individual.

5.3 Feedback. If you give us suggestions or feedback about the Service, we may use them without restriction or obligation to you.

6. Our Confidential Information

The Service may include non-public information about LlamaIndex, including pricing, product plans, technical information and security documentation ("Confidential Information"). You will use our Confidential Information only to use the Service, protect it with at least reasonable care, and disclose it only to your employees, service providers and advisors who need to know it and are bound by confidentiality obligations at least as protective as these. If you have accepted the LlamaIndex Mutual Nondisclosure Agreement (Standard), it also applies.

7. Fees, Billing and Subscriptions

7.1 Fees. Some parts of the Service are free up to the usage threshold shown in your account (the "Threshold"). Use beyond the Threshold, and any paid plan, is subject to the fees and pricing terms shown in your account or on our pricing page (the "Pricing Terms"), which are incorporated into these Terms. We may change the Pricing Terms. Changes take effect from the billing cycle after we give you notice, except that a price committed for a fixed subscription term stays in effect for that term.

7.2 Payment. You must provide a valid payment method accepted by us and our payment processor, currently Stripe, Inc. (the "Payment Processor"). You authorize us and the Payment Processor to charge that payment method for all fees and taxes when due, including on a recurring basis, and to place authorization holds. Your use of the Payment Processor is also subject to its terms. We do not store full payment card numbers. You represent that your payment information is accurate and that you are authorized to use the payment method.

7.3 Automatic renewal and usage billing. Subscriptions renew automatically and usage above the Threshold is charged automatically, on the billing cycle shown in your account, until you cancel. Amounts may vary with your usage, changes to the Pricing Terms, and taxes.

7.4 Cancellation and refunds. You may cancel a subscription or close your account at any time through your account settings or by emailing cancel@runllama.ai. Cancellation stops future charges but does not cancel charges already incurred. Except as required by Applicable Law, fees are non-refundable, including for unused time, prepayments and credits. If you believe you were charged in error, contact cancel@runllama.ai.

7.5 Taxes. Fees exclude taxes. You are responsible for all sales, use, value-added, withholding and similar taxes on your purchases, other than taxes on our net income.

7.6 Payment security. We are not responsible for security or privacy breaches affecting your payment card or payment method at your bank or the Payment Processor, for fees your bank charges, or for unauthorized use of your payment method by third parties.

8. Privacy, Data Protection and Security

8.1 Privacy. We process personal information about users of the Service, such as account, billing, contact and Usage Data, as a controller under our Privacy Notice at https://www.llamaindex.ai/privacy-policy. This information may be processed in the United States.

8.2 Data Processing Addendum. To the extent User Content contains personal data that we process on your or your Organization's behalf, the LlamaIndex Data Processing Addendum available at https://security.llamaindex.ai (the "DPA") is incorporated into and forms part of these Terms. The DPA applies automatically from the date you accept these Terms and requires no signature. It includes the EU Standard Contractual Clauses and the UK Addendum for restricted transfers. The DPA does not apply to data you make available under separate terms accepted under Section 4.4, to the extent those terms govern it.

8.3 Data location and Sub-processors. User Content is stored in the region associated with your account: the United States for cloud.llamaindex.ai, and the European Union (Frankfurt, Germany) for cloud.eu.llamaindex.ai. The current list of our Sub-processors, including where each processes data, is at https://security.llamaindex.ai/subprocessors.

8.4 Security. We maintain the technical and organizational security measures described in the DPA. No method of transmission or storage is completely secure, and we do not guarantee that unauthorized third parties will never defeat those measures.

9. Third-Party Services

THE SERVICE MAY LINK TO OR WORK WITH THIRD-PARTY SITES, MODELS, MATERIALS OR SERVICES THAT WE DO NOT OWN OR CONTROL ("THIRD-PARTY SERVICES"), AND SOME FEATURES MAY REQUIRE THEM. YOUR USE OF A THIRD-PARTY SERVICE THAT YOU CHOOSE TO CONNECT OR ENABLE IS GOVERNED BY ITS OWN TERMS. WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR THIRD-PARTY SERVICES YOU CHOOSE TO USE, AND YOU RELEASE US FROM ALL LIABILITY ARISING FROM YOUR USE OF THEM. This Section does not apply to Sub-processors we engage to provide the Service, which are governed by the DPA.

10. Release

You release us from all claims, damages, losses and liabilities of every kind, known and unknown, arising from any dispute between you and a third party, including another user, in connection with the Service. You waive any Applicable Law that provides, in substance: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE RELEASED PARTY."

11. Indemnity

You will defend, indemnify and hold harmless LlamaIndex, its affiliates, and their respective officers, directors, employees, contractors, agents, licensors and suppliers (the "LlamaIndex Indemnitees") from and against all claims, damages, losses, liabilities, costs and expenses, including legal fees, arising from: (a) your access to or use of the Service; (b) your breach of these Terms; (c) your violation of any third-party right, including any intellectual property or privacy right; (d) your violation of Applicable Law; (e) your User Content; (f) your willful misconduct; or (g) any use of the Service through your account or credentials.

12. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO LLAMAINDEX INDEMNITEE WARRANTS THAT THE SERVICE OR ANY OUTPUT IS ACCURATE, COMPLETE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE AT ANY TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ARE RESPONSIBLE FOR ANY DAMAGE TO YOUR SYSTEMS RESULTING FROM YOUR USE OF THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU, AND THEY APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

13. Limitation of Liability

13.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO LLAMAINDEX INDEMNITEE WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, USE OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

13.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO LLAMAINDEX INDEMNITEE WILL BE LIABLE FOR: (A) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR USE OF THE SERVICE; (B) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (C) BUGS, VIRUSES OR SIMILAR CODE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; OR (D) THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

13.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF ALL LLAMAINDEX INDEMNITEES ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, THE DPA (INCLUDING THE STANDARD CONTRACTUAL CLAUSES AND THE UK ADDENDUM) ANY SEPARATE TERMS ACCEPTED UNDER SECTION 4.4, AND ANY OTHER DOCUMENT INCORPORATED IN THESE TERMS, TAKEN TOGETHER, WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US$100) OR (B) THE FEES PAID OR PAYABLE BY YOU TO LLAMAINDEX FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THIS IS A SINGLE AGGREGATE LIMIT FOR ALL CLAIMS, AND MULTIPLE CLAIMS DO NOT ENLARGE IT.

13.4 THIS SECTION 13 APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU, AND THEY APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

14. Governing Law, Arbitration and Class Action Waiver

14.1 Governing law. These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws principles. The Federal Arbitration Act governs the interpretation and enforcement of Section 14.2. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 14.2, the state and federal courts located in Delaware have exclusive jurisdiction.

14.2 Arbitration.

(a) Informal resolution. Before starting arbitration, you must contact us at dispute@runllama.ai and try to resolve the dispute informally for 60 days.

(b) Binding arbitration. Any dispute arising out of or relating to these Terms, the Service, or your relationship with us (a "Claim") that is not resolved informally will be resolved by binding arbitration administered by JAMS before a single arbitrator under its Optional Expedited Arbitration Procedures then in effect. The arbitration will take place in the US county where you live, if applicable, or in Sussex County, Delaware, unless the parties agree otherwise. The arbitrator decides all questions of scope, enforceability and arbitrability. Judgment on the award may be entered in any court of competent jurisdiction.

(c) Fees. If you use the Service for commercial purposes, each party pays JAMS fees under its rules, and the award will include costs of arbitration and reasonable attorneys' and expert fees. If you are an individual using the Service for non-commercial purposes, the JAMS consumer fee rules apply.

(d) Exceptions. Either party may bring an individual claim in small claims court. We may seek injunctive or other equitable relief in court to prevent actual or threatened infringement, misappropriation or violation of our data security, Confidential Information or intellectual property rights.

(e) Opt-out. You may opt out of this Section 14.2 within 30 days after first accepting these Terms by emailing dispute@runllama.ai with your full legal name and a statement that you opt out of arbitration.

(f) Severability. If any part of this Section 14.2 is found unenforceable, that part is severed and the rest remains in effect. If Section 14.3 is found unenforceable as to a request for public injunctive relief, that request is severed, litigated in court, and stayed until the individual claims are arbitrated.

14.3 Class action and jury trial waiver. YOU AND LLAMAINDEX EACH WAIVE THE RIGHT TO A JURY TRIAL AND TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON OR ENTITY UNLESS WE AGREE, AND MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NEEDED TO RESOLVE THAT CLAIMANT'S INDIVIDUAL CLAIM.

15. Export Controls and Government Use

15.1 Export controls. You will comply with all applicable export control and sanctions laws, including the US Export Administration Regulations and sanctions administered by the US Treasury Department's Office of Foreign Assets Control. You represent that neither you nor anyone owning 50% or more of your Organization is on a US government restricted-party list or located in, or a national or resident of, a country or territory subject to comprehensive US sanctions.

15.2 US government use. The Service is commercial computer software. US government users receive only the rights granted to all other users under these Terms, in accordance with 48 C.F.R. 227.7202 and 48 C.F.R. 12.212.

16. General

16.1 Assignment. You may not assign or transfer these Terms without our written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this Section is void.

16.2 Changes to these Terms. We may update these Terms. We will post the updated Terms with a new Last Updated date and, for material changes, notify you by email or in the Service. Changes take effect when posted, or for material changes 30 days after notice, and your continued use of the Service after that date means you accept them. We may update the DPA and the Sub-processor list as described in the DPA.

16.3 Entire agreement; order of precedence. These Terms, together with the Pricing Terms, the DPA, any separate terms you have accepted under Section 4.4, and any LlamaIndex Mutual Nondisclosure Agreement (Standard) you have accepted, are the entire agreement between you and us about the Service. If they conflict, these Terms control, except that (a) separate terms control for the data they cover, and (b) the DPA controls for the processing of other personal data in User Content. In each case, limitation of liability is governed by Section 13. The Privacy Notice is not part of this agreement.

16.4 Severability and waiver. Except as stated in Section 14.2(f), if any provision of these Terms is held unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver.

16.5 Force majeure. We are not liable for any delay or failure to perform caused by events beyond our reasonable control.

16.6 Independent parties. The parties are independent contractors. These Terms create no partnership, agency or employment relationship.

16.7 California residents. Under California Civil Code Section 1789.3, California residents may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

16.8 Contact. For questions about these Terms or the Service, or to send us a legal notice, contact security@runllama.ai. Our mailing address is LlamaIndex, Inc., 447 Sutter St. Ste. 405 PMB 1259, San Francisco, CA 94108. For privacy questions, contact privacy@runllama.ai.