Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“you,” “your,” or “Client”) and Layups AI LLC (“Layups,” “we,” “us,” or “our”). By accessing or using our website at layups.ai, our platform, or any of our services (collectively, the “Services”), you agree to be bound by these Terms.

If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, do not access or use the Services.

Layups is an AI operations company. We design, build, deploy, and manage AI-powered workflows, agents, and automation infrastructure for businesses. Our Services may include:

• Design and deployment of AI-powered agents and automated workflows
• Ongoing monitoring, tuning, and management of agent systems
• Integration with third-party software and services via custom connectors
• Managed infrastructure provisioning and maintenance
• Consulting and advisory services related to AI operations

The specific scope of Services provided to any Client is defined in the applicable Statement of Work executed under an MSA.

Certain features of the Services may require you to create an account or be provisioned access by our team. You agree to:

• Provide accurate and complete information when creating an account or requesting access
• Maintain the security and confidentiality of your account credentials, API keys, and access tokens
• Promptly notify us of any unauthorized use of your account or any security breach
• Accept responsibility for all activity that occurs under your account

We reserve the right to suspend or terminate accounts that violate these Terms or that pose a security risk.

You agree to use the Services only for lawful business purposes and in accordance with these Terms. You shall not, and shall not permit any third party to, use the Services to:

• Violate any applicable local, state, national, or international law or regulation
• Engage in, facilitate, or promote any fraudulent, deceptive, or dishonest activity
• Harass, abuse, threaten, defame, or discriminate against any individual or group
• Infringe, misappropriate, or violate the intellectual property, privacy, or other rights of any third party
• Transmit or store any material containing viruses, malware, or other harmful code
• Attempt to gain unauthorized access to any systems, networks, or data
• Generate, distribute, or store illegal or harmful content, including content that exploits minors
• Damage, disable, or impair our infrastructure or the Services
• Generate spam, unsolicited communications, or automated outreach in violation of anti-spam laws
• Violate the acceptable use policies or terms of service of any third-party AI services used in connection with the Services
• Reverse-engineer, decompile, disassemble, or attempt to extract the source code, algorithms, or underlying logic of any part of the Services
• Resell, sublicense, or redistribute any part of the Services without our prior written consent

We reserve the right to suspend or terminate your access immediately and without prior notice if we reasonably determine that you have violated this Acceptable Use section.

The Services involve the deployment of AI-powered agents that utilize artificial intelligence and large language models. You acknowledge and agree that:

• AI systems are inherently probabilistic and non-deterministic — they generate outputs based on statistical patterns and do not “think” or “understand” in the human sense
• Agents may produce errors, hallucinations, unexpected outputs, or take actions that differ from your expectations
• The absence of errors during testing or initial deployment does not guarantee future error-free performance
• We make no warranty or guarantee regarding the accuracy, completeness, reliability, timeliness, or appropriateness of any action taken or output produced by an Agent
• Agent behavior may be affected by changes to underlying third-party AI models, including updates, deprecations, content policy changes, or outages, which are outside of our control

You are solely responsible for:

• Reviewing and validating all Agent-Generated Output before use in production or reliance thereon
• Implementing appropriate safeguards, guardrails, and human oversight for Agents that interact with live systems, customer-facing environments, financial systems, or other consequential systems
• Defining and enforcing the scope of permissions, access, and authority granted to Agents within your systems
• All consequences arising from the deployment and operation of Agents within your environment, including any actions that result in data loss, errors, service disruptions, financial loss, or harm to third parties
• Compliance with all applicable laws and regulations regarding the data you make accessible to Agents, including data protection and privacy laws

The Services rely on third-party AI model providers, cloud infrastructure providers, and other third-party services. You acknowledge that:

• The behavior, availability, and outputs of third-party AI services are outside of our control
• We are not liable for any errors, outages, behavior changes, content policy changes, model deprecations, or disruptions caused by third-party services
• Your use of the Services may be subject to the terms of service and acceptable use policies of third-party providers
• We use OpenRouter as our primary AI model routing provider; OpenRouter does not store prompts or responses unless you have explicitly opted in to prompt logging

The Services may integrate with or interact with third-party software and services at your direction. We are not responsible for the availability, accuracy, or security of any third-party services.

Each party agrees to hold the other party’s confidential information in strict confidence and to use it solely for the purposes of performing obligations or exercising rights under these Terms. Confidential information includes, without limitation, business plans, technical data, trade secrets, pricing, Client Data, and Layups IP.

Confidential information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully in the receiving party’s possession prior to disclosure; (c) is independently developed without use of the confidential information; or (d) is rightfully obtained from a third party without restriction.

We warrant that our human-performed professional services (including consulting, design, configuration, and advisory work) will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. This warranty does not extend to the runtime behavior, outputs, or autonomous actions of AI Agents.

You agree to defend, indemnify, and hold harmless Layups and its officers, directors, employees, agents, and affiliates from and against any and all third-party claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• Your use of the Services or Agent-Generated Output
• The actions, behavior, or outputs of Agents deployed within your environment
• Your breach of these Terms, including any violation of the Acceptable Use section
• Your Client Data, including any claim that it infringes third-party rights
• Your violation of any applicable law or regulation

We may suspend or terminate your access to the Services at any time, with or without cause, upon reasonable notice (or immediately in the case of an Acceptable Use violation or security threat). You may terminate your use of the Services at any time by providing written notice to us.

Upon termination:

• All licenses granted to you under these Terms terminate immediately
• You must immediately cease all use of Layups IP, including workflows, connectors, and tooling
• We will make commercially reasonable efforts to export your Client Data, Client Configuration, and Agent-Generated Output within thirty (30) days
• We will permanently delete your data from our systems within sixty (60) days following the completion of data export, except where retention is required by law

The following sections survive termination: Intellectual Property (Section 5), AI Systems Disclaimer (Section 6), Warranties and Disclaimers (Section 10), Limitation of Liability (Section 11), Indemnification (Section 12), Dispute Resolution (Section 14), and General Provisions (Section 15).