Logsmith Terms of Service - Product

These Terms of Service ("Terms") are an agreement between Logsmith Inc., a Delaware corporation ("Logsmith", "we", "us"), and the customer accepting them ("Customer", "you"). By creating an account, clicking to accept, or using the Service, you accept these Terms. If you do not agree, do not use the Service.

1. Eligibility and Authority

1.1 The Service is for business use only. It is not offered to consumers or to anyone under 18.

1.2 If you accept these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "Customer" and "you" refer to that entity. If you do not have that authority, you may not use the Service.

1.3 You will provide accurate and complete registration information, including a valid business email address, and keep it current.

2. Changes to These Terms

2.1 We may update these Terms from time to time. If we make a material change, we will notify you before it takes effect — by email to your registered address, by notice in the Service, or by posting the updated Terms with a revised "Last updated" date.

2.2 Changes take effect on the date stated in the notice, which will be at least 15 days after notice for material changes, except that changes required by law or addressing security may take effect immediately. Your continued use of the Service after the effective date constitutes acceptance. If you do not agree to a change, your remedy is to stop using the Service and cancel under Section 17 before it takes effect; if you cancel for this reason within the notice period, we will refund any prepaid fees for the unused remainder of your then-current term.

3. The Service

3.1 What Logsmith does. Logsmith is a software service that receives production alerts from your configured alerting sources, investigates them across the observability and development tools you connect ("Connected Systems"), produces a root-cause analysis together with the evidence supporting it, and, where it identifies a code-level fix, opens a pull request containing the proposed change in your source-code repository. Following a merge, the Service monitors whether the originating alert condition has cleared and reports the result.

3.2 Read-only investigation. The Service investigates using read-only access to your Connected Systems. We will not request write access to your production environment.

3.3 The only write action is a pull request. The sole means by which the Service writes to any of your systems is raising a pull request (or merge request) in your repository. The Service does not merge, approve, or deploy anything. A proposed change takes effect only if a person you authorize reviews and merges it. The Service is not a monitoring, alerting, paging, backup, or incident-management system and does not replace yours.

3.4 Changes to the Service. We may modify the Service, add or remove features, change the underlying artificial-intelligence models it uses, and impose reasonable usage limits. We will give reasonable notice before discontinuing a material feature or integration you are actively using.

4. Accounts and Security

4.1 You are responsible for all activity under your account and for keeping your credentials confidential. Notify us promptly at [email protected] of any suspected unauthorized access.

4.2 You may not share accounts with anyone outside your organization or transfer an account without our written consent.

5. Free Trials and Beta Features

5.1 Trials. We may offer the Service free for a trial period. At the end of the trial, your access ends unless you subscribe to a paid plan. We may modify or terminate trials at any time.

5.2 Beta. Features identified as alpha, beta, preview, early access, or experimental ("Beta Features") are provided as-is and without warranty of any kind, may be changed or withdrawn at any time, and are excluded from any support or availability commitments. Use them at your discretion.

6. AI-Generated Output

6.1 The Service uses probabilistic artificial-intelligence models. Its output — root-cause analyses, evidence summaries, proposed code changes, pull requests, and other generated material ("Output") — is a proposed analysis and a proposed change, not a determination of fact and not professional advice.

6.2 Output may be incomplete, inaccurate, or confidently wrong, and identical inputs may produce different Output. The Service delivers its reasoning with supporting evidence precisely so that your engineers can evaluate it.

6.3 You must not merge any pull request raised by the Service without review by a suitably qualified engineer applying your ordinary code-review, testing, and release controls. You are solely responsible for the decision to merge and for the consequences of merging, and for any action you take in reliance on Output.

6.4 The quality of Output depends materially on the completeness and quality of the telemetry available in your Connected Systems, over which we have no control.

7. Your Data

7.1 Definition and ownership. "Customer Data" means the data the Service accesses or receives from your Connected Systems — logs, metrics, traces, alerts, source code, and configuration — together with data derived from it. As between you and Logsmith, you own the Customer Data.

7.2 Our license. You grant us a non-exclusive license to access, process, and store Customer Data solely to provide, maintain, secure, and support the Service, to investigate and fix faults in it, and as otherwise instructed by you.

7.3 No AI training. We do not use Customer Data to train, fine-tune, or improve any machine-learning or artificial-intelligence model, ours or a third party's, and we configure our model providers so that they do not use Customer Data for training. Our model providers retain prompts and outputs for up to 30 days solely for abuse and misuse monitoring, as described on our subprocessor page.

7.4 Subprocessors. We use the third-party subprocessors, including large-language-model providers, listed on our subprocessor page. We will update that page at least 15 days before adding or replacing a subprocessor and remain responsible for our subprocessors' handling of Customer Data. Transmission of Customer Data to model providers is solely to generate Output and, except as stated in Section 7.3, transient.

7.5 Security. We maintain appropriate technical and organizational safeguards for Customer Data, including encryption in transit and at rest, role-based access control, access logging, multi-factor authentication on administrative access, and storage of your credentials in a dedicated secrets manager. We will notify you without undue delay of any unauthorized access to Customer Data of which we become aware.

7.6 Retention and deletion. We retain raw Customer Data for no longer than 90 days from ingestion and retain Output for the life of your subscription. Following termination, we delete Customer Data and Output within 30 days, except copies required by law or residing in routine backups, which are deleted on their ordinary cycle and remain protected under these Terms until then.

7.7 Usage data. We may collect and use data about the operation and use of the Service (such as feature usage, volumes, latency, and reliability metrics), and aggregated or de-identified data derived from the Service, for our lawful business purposes, provided it does not identify you, your customers, or any individual and cannot reasonably be re-identified.

7.8 Personal data. Our processing of personal data is described in our Privacy Policy. Where you require a data processing agreement, our standard DPA is incorporated into these Terms on your written request. You are responsible for ensuring you have all rights and consents needed to connect your systems and expose their contents to the Service, including under your contracts with your own customers and any regulatory obligations that apply to you, and for using available redaction and scoping controls to avoid exposing personal or sensitive data beyond what investigation requires.

8. Acceptable Use

8.1 You will not, and will not permit anyone to:

1. (a)use the Service other than for your internal business purposes;
2. (b)resell, sublicense, rent, or provide the Service to any third party, including as a service bureau;
3. (c)reverse engineer, decompile, or disassemble the Service, or attempt to extract its source code, models, or prompts, except to the extent this restriction is prohibited by law;
4. (d)copy, modify, or create derivative works of the Service, or use it to build, train, or improve a competing product;
5. (e)publish or disclose any benchmark, performance comparison, or competitive analysis of the Service without our prior written consent;
6. (f)probe, scan, or test the vulnerability of the Service, bypass or breach its security or authentication controls, or access accounts, systems, or data you are not authorized to access;
7. (g)interfere with the operation of the Service, or introduce malicious code into it;
8. (h)scrape, crawl, or bulk-extract content from the Service other than through interfaces we provide;
9. (i)remove or alter proprietary notices; or
10. (j)use the Service in violation of applicable law, or to process data you have no right to process.

8.2 We may investigate suspected violations and may suspend or terminate accounts under Section 17.

9. Your Responsibilities

9.1 You will: (a) maintain the credentials and access the Service reasonably requires to function, scoped read-only except for pull-request creation; (b) ensure every pull request raised by the Service passes through your ordinary review, testing, and release controls before merge; (c) maintain your own monitoring, alerting, on-call, backup, and business-continuity arrangements; and (d) comply with law in your use of the Service, including any industry-specific or regulatory obligations that apply to your data and systems.

10. Fees and Payment

10.1 Fees. Fees for paid plans are as communicated to you at the point of purchase — in the payment link, order, or checkout presented in your account dashboard or issued to you in writing — and are exclusive of all taxes. You authorize us and our payment processor (currently Stripe, Inc., the "Payment Processor") to charge your chosen payment method for the fees, on the billing cycle you select. The processing of payments is subject to the Payment Processor's own terms and privacy policy in addition to these Terms: you can access Stripe's Terms of Service and their Privacy Policy. We are not responsible for errors or omissions of the Payment Processor.

10.2 Auto-renewal. Unless you cancel before the end of your then-current billing period, your subscription renews automatically for successive periods of the same length at the same fees (unless changed under Section 10.3), and your payment method is charged without further authorization. You may cancel at any time in your account settings or by email to [email protected]; cancellation takes effect at the end of the current period, and you keep access until then.

10.3 Price changes. We may change fees with effect from your next renewal, on at least 30 days' notice before the renewal date. If you do not accept the change, cancel before renewal.

10.4 No refunds. Except as expressly stated in these Terms, fees are non-refundable and billing periods already started are not prorated.

10.5 Taxes and withholding. You are responsible for all taxes, duties, and governmental charges arising from your purchase, other than taxes on our net income. Where a reverse-charge or self-assessment mechanism applies to you (for example, VAT or GST on imported services), you will account for it. If any deduction or withholding is required by law from a payment to us, you will pay such additional amount as ensures we receive the full amount we would have received without the deduction, and will provide official tax receipts on request.

10.6 Invoice billing. Where we agree to invoice-based billing instead of charging a payment method, we will invoice you before each billing period, and invoices are payable by bank transfer within 15 days of receipt. Your subscription for a billing period begins or renews on our receipt of payment in full, and we may suspend or decline to renew the Service if an invoice remains unpaid at the start of the period it covers. Sections 10.3, 10.4, and 10.5 apply equally to invoiced fees. You bear your own bank and remittance charges, such that we receive the full invoiced amount.

10.7 Late or failed payment. If a charge fails or an amount is overdue, we may retry the charge, and may suspend the Service on 7 days' notice until payment is made. You may not initiate a chargeback in respect of a good-faith billing dispute without first contacting [email protected].

11. Intellectual Property

11.1 Ours. We and our licensors own the Service, its software, models, prompts, agent architecture, evaluation methodology, documentation, and all related intellectual-property rights. You receive only the limited right to access and use the Service under these Terms for your internal business purposes during your subscription; no other rights are granted.

11.2 Yours. You own the Customer Data (Section 7.1) and your systems, repositories, and code. Subject to payment of applicable fees, we assign to you our right, title, and interest in the Output, including proposed code changes in pull requests raised in your repository. Output may incorporate or resemble publicly available or open-source code; we do not warrant its originality, and it is your responsibility to apply your own license-compliance and provenance controls before merging.

11.3 Feedback. If you send us suggestions or feedback about the Service, you assign to us all right, title, and interest in it, and we may use it without restriction or obligation. Feedback does not include Customer Data.

12. Confidentiality

12.1 We will treat Customer Data, and any non-public information about your systems and business that you disclose to us in connection with the Service, as confidential: we will use it only to provide the Service and will not disclose it except to our personnel and subprocessors who need it for that purpose and are bound by confidentiality obligations, or where disclosure is required by law (in which case we will notify you where legally permitted).

12.2 You will treat non-public information about the Service — including its architecture, prompts, roadmap, security details, and non-public pricing — as our confidential information and protect it with reasonable care.

13. Third-Party Services

13.1 The Service interoperates with your Connected Systems and depends on third-party model providers. Those services are governed by their own terms, and we are not responsible for them, for their availability, or for changes they make that affect the Service. Your payment card and bank relationships are governed by your agreements with those providers.

14. Warranty Disclaimer

14.1 THE SERVICE, ALL OUTPUT, AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY OF UNINTERRUPTED, SECURE, OR ERROR-FREE OPERATION.

14.2 WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, OR CORRECT; THAT ANY ROOT CAUSE IDENTIFIED IS THE ACTUAL ROOT CAUSE; THAT ANY PROPOSED FIX WILL RESOLVE ANY ISSUE OR IS FREE OF DEFECTS; THAT ANY INCIDENT WILL BE DETECTED, INVESTIGATED, RESOLVED, OR PREVENTED; OR THAT USE OF THE SERVICE WILL REDUCE INCIDENT VOLUME, DOWNTIME, OR ENGINEERING EFFORT. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE SERVICE MAY PRODUCE INCORRECT OR INACCURATE OUTPUT.

14.3 Some jurisdictions do not allow the exclusion of certain warranties, so parts of this section may not apply to you.

15. Limitation of Liability

15.1 TO THE FULLEST EXTENT PERMITTED BY LAW, LOGSMITH AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS (THE "LOGSMITH PARTIES") WILL NOT BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, HOWEVER ARISING AND EVEN IF ADVISED OF THE POSSIBILITY; (B) THE COST OF SUBSTITUTE SERVICES; OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL.

15.2 TO THE FULLEST EXTENT PERMITTED BY LAW, THE LOGSMITH PARTIES' AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) US $100 AND (B) THE FEES YOU PAID TO US IN THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY.

15.3 Nothing in these Terms limits liability that cannot lawfully be limited, including for fraud or for death or personal injury caused by negligence. The parties agree these limitations are a reasonable allocation of risk reflecting the fees charged, and that each would not enter into these Terms without them.

16. Indemnification

16.1 You will defend, indemnify, and hold harmless the Logsmith Parties from and against any third-party claim, and resulting liabilities, damages, losses, and expenses (including reasonable attorneys' fees), arising from: (a) Customer Data, including any claim that our authorized processing of it infringes a third party's rights or breaches obligations you owe to your own customers or regulators; (b) your use of the Service in violation of these Terms or applicable law; or (c) any pull request or Output that you merge, deploy, or otherwise act on.

16.2 We will use reasonable efforts to notify you of any such claim; failure to notify does not relieve your obligations except to the extent you are materially prejudiced.

17. Term, Suspension, and Termination

17.1 These Terms apply from your first acceptance or use and continue until your account is closed.

17.2 Your termination. You may stop using the Service and close your account at any time in account settings or by email to [email protected]. Section 10 governs the effect on fees.

17.3 Our suspension and termination. We may suspend or restrict the Service immediately, with notice, if: (a) you breach Section 8 or Section 10; (b) your use poses a security risk to the Service or any third party; or (c) suspension is required by law. We may terminate these Terms: (i) for material breach not cured within 15 days of notice; or (ii) for convenience on 30 days' notice, in which case we will refund any prepaid fees for the unused remainder of your term.

17.4 Effect. On termination, your access ends, unpaid fees for the period through termination become due, and Section 7.6 governs deletion of Customer Data. On request made within 30 days, we will provide an export of your Output in a commonly readable format. Output already assigned to you, and pull requests already merged, are unaffected.

17.5 Survival. Sections 6, 7.6, 7.7, 8, 10 (for accrued amounts), 11, 12, 14, 15, 16, 17.4, 17.5, and 19–22 survive termination.

18. Publicity

18.1 We may identify you as a customer and use your name and logo in customer lists on our website and marketing materials, in accordance with any brand guidelines you provide. You may opt out at any time by email to [email protected], and we will remove the use within 30 days. Any case study, quote, or press mention requires your separate written consent.

19. Export and Sanctions

19.1 You represent that you are not located in, and are not owned or controlled by persons in, any jurisdiction subject to comprehensive sanctions administered by the U.S. Office of Foreign Assets Control, and are not a sanctioned or denied party. You will comply with applicable export-control, sanctions, and anti-corruption laws in your use of the Service.

20. Governing Law and Dispute Resolution

20.1 Governing law. These Terms are governed by the laws of the State of Delaware, USA, excluding its conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

20.2 Informal resolution first. Before filing any claim, you and we will attempt in good faith to resolve the dispute by negotiation, beginning with written notice to [email protected] (or, from us, to your registered email), for at least 30 days.

20.3 Arbitration. Any dispute not resolved informally will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Wilmington, Delaware, conducted in English. Hearings may be held by video conference. Judgment on the award may be entered in any court of competent jurisdiction. You and Logsmith each waive the right to a trial by jury.

20.4 Class-action waiver. All claims must be brought in the parties' individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. If this waiver is found unenforceable as to a claim, that claim (and only that claim) will proceed in court under Section 20.6.

20.5 Carve-outs. Either party may (a) bring a qualifying claim in small-claims court, and (b) seek injunctive or other equitable relief from any court of competent jurisdiction for infringement or misuse of intellectual property or confidential information, or unauthorized access to the Service.

20.6 Venue. For any proceeding not subject to arbitration, the state and federal courts located in Delaware have exclusive jurisdiction, and both parties consent to personal jurisdiction there.

21. Notices

21.1 We may give notice by email to your registered address, in-product notice, or posting to our website. You may give notice by email to [email protected]. Notice is effective on the business day after it is sent.

22. General

22.1 Entire agreement. These Terms, together with the policies they reference (Privacy Policy, DPA where requested, subprocessor list) and your order or checkout selections, are the entire agreement between you and Logsmith regarding the Service and supersede all prior discussions.

22.2 Signed agreements prevail. If you and Logsmith have executed a separate written agreement covering the Service, that agreement governs to the extent of any conflict with these Terms.

22.3 Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, corporate reorganization, or sale of assets, or to an affiliate.

22.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except your payment obligations.

22.5 Independent contractors. The parties are independent contractors; these Terms create no partnership, joint venture, agency, or employment relationship.

22.6 Severability; no waiver. If any provision is unenforceable, it will be limited to the minimum extent necessary and the rest remains in effect. Failure to enforce a provision is not a waiver of it.

22.7 No third-party beneficiaries. Except for the Logsmith Parties under Sections 15 and 16, there are no third-party beneficiaries to these Terms.

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