1. Acceptance of Terms

By accessing or using Lithium Q's software, SDKs, APIs, or related materials (collectively, the "Services"), you agree to be bound by these Terms of Service (the "Terms"). If you do not agree, do not use the Services.

2. Description of Service (Enablement, Not Managed SaaS)

Lithium Q provides AI development tooling, infrastructure interfaces, and documentation to help customers build and operate their own business AI applications. Unless expressly agreed in a separate written agreement, we do not provide a hosted, fully managed SaaS offering and do not routinely host production customer data or models.

You control your applications, datasets, prompts, configurations, model choices, and deployment environments. You are responsible for how you use the Services and for complying with all laws applicable to your use cases and data.

3. Accounts and Access

To use certain features, you must:

• Provide accurate, current registration information
• Maintain the confidentiality of credentials and API keys
• Promptly notify us of suspected unauthorized access
• Be responsible for all activities under your account

4. Acceptable Use

You will not:

• Use the Services for illegal, harmful, or high-risk purposes (including where failure could result in death, personal injury, or severe environmental/economic harm) without appropriate safeguards and our prior written consent
• Attempt to breach, probe, or test the vulnerability of any system without authorization
• Interfere with or degrade the Services
• Transmit malware or harmful code
• Infringe or misappropriate third-party rights
• Use content or data you are not lawfully permitted to process

5. Intellectual Property

The Services, including software, documentation, interfaces, and branding, are owned by Lithium Q and its licensors and are protected by intellectual property laws. Subject to these Terms and any order or license terms, we grant you a limited, non-exclusive, non-transferable right to use the Services to build and operate your applications.

You retain ownership of your datasets, prompts, configurations, application code, and outputs generated from your inputs (collectively, "Customer Materials"). You grant Lithium Q a limited license to use Customer Materials solely to provide support and operate the Services as permitted under these Terms or an applicable order.

6. Fees and Payment

Fees may include license fees for use of the Services and fees for professional services. Unless stated otherwise in an order, fees are invoiced in advance or as incurred and are non-cancelable and non-refundable, except where required by law. You are responsible for all applicable taxes, excluding Lithium Q's income taxes. Late or failed payments may result in suspension of access.

• Prices may change with at least 30 days' prior notice
• Usage-based components (e.g., API calls) may be billed post-usage
• Disputed amounts must be raised within 15 days of invoice receipt

7. Availability; Changes; Beta

We aim for high availability of core systems, but we do not guarantee uninterrupted operation. Some features may be labeled alpha, beta, preview, or experimental and may change or be discontinued. We may schedule maintenance and provide reasonable notice when practicable.

8. Data Handling and Privacy (Limited, Support-Oriented)

Lithium Q does not routinely host or process your production data. From time to time, and only with your authorization or as necessary to provide requested support, we may temporarily access limited Customer Materials for debugging, testing, or incident response. We do not retain such materials longer than necessary to provide the requested assistance.

We do not use Customer Materials to train, fine-tune, or improve our internal models or systems without your express written consent. You are responsible for obtaining all rights and consents necessary to submit data to the Services and for complying with applicable data protection laws.

If applicable law requires a separate data processing agreement, the parties may execute one; otherwise, these Terms govern the limited, support-oriented handling described above.

9. Security

We maintain administrative, technical, and organizational measures designed to protect the Services. You are responsible for securing your environments, networks, dependencies, credentials, and any data you process via your applications, including appropriate encryption, access controls, and backup practices.

10. AI Output and Use-Case Risk

AI outputs are probabilistic and may be inaccurate, incomplete, biased, or unsafe if used without review. You are solely responsible for evaluating and validating outputs and for implementing human-in-the-loop review, guardrails, and monitoring appropriate to your use case, including legal and regulatory requirements.

11. Third-Party Services and Models

The Services may interoperate with third-party APIs, model providers, or hosting platforms (e.g., model hubs, vector databases, or cloud services). Your use of third-party offerings is governed by their terms, and Lithium Q is not responsible for their performance, availability, security, or compliance.

12. Customer Applications; Feedback

You own your applications built using the Services. If you provide feedback, ideas, or suggestions, you grant Lithium Q a non-exclusive, worldwide, royalty-free, perpetual license to use that feedback to improve the Services without obligation to you.

13. Professional Services

If we provide implementation, advisory, or other professional services, those services are provided under these Terms and any applicable order or statement of work. Unless otherwise stated, deliverables are licensed for your internal business use with the Services.

14. Governing Law

These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. Each party consents to the exclusive jurisdiction and venue of the state and federal courts located in Texas.

15. Confidentiality

Each party may access confidential information of the other. The receiving party will use it only as necessary to perform under these Terms and protect it using at least reasonable care. This section does not restrict disclosures required by law, provided reasonable notice is given where lawful.

16. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." Lithium Q DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT AI OUTPUTS OR THE SERVICES WILL BE ERROR-FREE OR MEET YOUR REQUIREMENTS.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LITHIUM Q WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.

OUR AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY YOU FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

18. Indemnification

You will defend, indemnify, and hold harmless Lithium Q and its affiliates from and against claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from your use of the Services, Customer Materials, or violation of these Terms or applicable law.

19. Term; Suspension; Termination

Either party may terminate these Terms or any order for convenience with 30 days’ written notice, unless an order specifies otherwise. We may suspend or terminate immediately for cause (including non-payment, security risk, or material breach). Upon termination, your rights to access the Services cease. Each party will return or delete the other party’s confidential information, subject to lawful retention requirements.

20. Changes to the Services or Terms

We may modify the Services and these Terms from time to time. Material changes to the Terms will be notified via the Services or email at least 15 days before they take effect, unless a change is required by law or for security reasons. Continued use after the effective date constitutes acceptance.

21. Export and Sanctions

You will comply with all applicable export control and sanctions laws, including those administered by the U.S. Department of Commerce and the U.S. Department of the Treasury. You represent that you are not prohibited from receiving the Services under such laws.

22. Open-Source Components

The Services may include or reference open-source software. Use of such components is subject to the applicable open-source licenses. To the extent of any conflict, the open-source license terms control for that component.

23. Usage Limits; Rate Limits

We may apply or adjust usage and rate limits to protect the Services and ensure fair use. You agree not to circumvent or disable such controls.

24. Miscellaneous

• Severability. If any provision is unenforceable, the remainder remains in effect.
• Assignment. You may not assign these Terms without our prior written consent; we may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.
• No Waiver. Failure to enforce a provision is not a waiver.
• Entire Agreement. These Terms and any applicable order/SOW constitute the entire agreement and supersede prior agreements on the subject matter.

25. Contact

Questions? Reach us at hello@lithiumq.com.