This ManageLM License Agreement (the “Agreement”) governs the download, installation, activation, access to and use of the ManageLM Offering and related Documentation.
The Agreement is entered into between RCDevs S.A., a company incorporated under the laws of Luxembourg, having its registered office at 1 Boulevard du Jazz, 4370 Esch-sur-Alzette, Luxembourg (“ManageLM”, “RCDevs”, “we”, “us” or “our”), and the customer downloading, installing, activating, accessing, subscribing to, configuring or using the ManageLM Offering (“Customer”, “You” or “Your”).
For the avoidance of doubt, this Agreement may apply to SaaS, on-premise, hosted, online, trial, evaluation, paid, free or freeware deployments, subject to the deployment-specific provisions below.
This Agreement governs any download, pull, copy, installation, access, activation, subscription, configuration or use of the ManageLM Offering, including the SaaS Service, On-Prem Software, Agent connectivity with the ManageLM Offering, Licence Keys, updates, Documentation or any related component.
The ManageLM Offering may be made available through ManageLM websites, SaaS portals, customer portals, Docker Hub, GitHub, package repositories, container registries, marketplaces, download portals or other distribution channels.
By downloading, pulling, copying, installing, accessing, activating, subscribing to, configuring or using the ManageLM Offering, the Customer acknowledges that it has read, understood and agrees to be bound by this Agreement.
If the Customer does not agree to this Agreement, the Customer must not download, pull, copy, install, access, activate, subscribe to, configure or use the ManageLM Offering and must delete or destroy any copy already obtained where applicable.
Where the ManageLM Offering is downloaded, pulled, installed, activated, accessed, subscribed to, configured or used on behalf of a company, organization, public body or other legal entity, the person performing such action represents and warrants that they have authority to bind that entity to this Agreement.
ManageLM may require the Customer to accept this Agreement through an online account, customer portal, checkout process, subscription process, download portal, activation process, installation process, account creation workflow, click-through screen, licence activation, acceptance flag, environment variable, local acceptance record or other technical or procedural acceptance mechanism.
For deployments where acceptance records cannot be transmitted to ManageLM, including on-premise or offline deployments, acceptance may be recorded locally within the Customer Environment. The Customer is responsible for preserving such local acceptance records and making them available to ManageLM upon reasonable request where necessary to verify acceptance of this Agreement.
ManageLM may disable, restrict or refuse access to any ManageLM Offering, Software, SaaS Service, Agent connectivity with the ManageLM Offering, Licence Key, Account, update, Documentation or related component where acceptance of this Agreement has not been provided or recorded through an applicable acceptance mechanism.
Agents are available by ManageLM as open-source components for use with the ManageLM Offering. Unless expressly stated otherwise, Agents are separate from the Software and are not licensed as part of the Software under this Agreement. However, the use of Agents with the ManageLM Offering, including Agent connectivity, Connected Agent configuration, usage limits and related functionality, is governed by this Agreement. Connectors, packages, scripts, container images, local components and other ManageLM components provided by ManageLM, other than Agents made available as open-source components, form part of the applicable ManageLM Offering and are governed by this Agreement.
The ManageLM Offering is intended exclusively for professional, commercial, business, organizational, governmental, educational or internal enterprise use.
The ManageLM Offering is not intended for consumers or for personal, household or non-professional use. By downloading, installing, activating, accessing, subscribing to, configuring or using the ManageLM Offering, the Customer represents and warrants that it is acting for professional or business purposes and not as a consumer.
“Account” means the account created by or on behalf of the Customer to access, activate, administer, subscribe to, purchase, renew, download, configure or use any ManageLM Offering, Licence Key, online portal, customer portal, documentation or related ManageLM component or service.
“Agent” means the software daemon or local component made available by ManageLM as an open-source component for use with the ManageLM Offering. The Agent is installed in the Customer Environment and may communicate with the ManageLM Platform or another authorized ManageLM component to execute tasks.
“Connected Agent” means an Agent that is connected to, registered with, managed by, communicates with, receives instructions from, sends data to, or is otherwise used with the ManageLM Offering.
“Agreement” means this ManageLM License Agreement, together with subscription terms, Licence Key, Data Processing Agreement, Documentation, maintenance terms, support terms or written agreement expressly referencing this Agreement.
“Customer Data” means any data, files, credentials, configurations, logs, prompts, commands, secrets, outputs, system information, infrastructure information, metadata, account information or other information stored, processed, accessed, transmitted, generated or otherwise made available by or on behalf of the Customer in connection with the ManageLM Offering.
“Customer Environment” means any systems, servers, virtual machines, containers, networks, storage, databases, operating systems, applications, Customer-Selected Services, LLMs, credentials, cloud accounts, on-premise infrastructure or other environments owned, operated, controlled or used by the Customer.
“Customer Server” means any physical server, virtual machine, container or supported system owned, operated or controlled by the Customer.
“Customer-Selected Service” means any LLM, AI provider, model endpoint, inference server, MCP client, MCP relay, cloud service, API, integration, storage service, notification service, operating system, database, infrastructure, software, service or other component selected, approved, configured, connected, provided, operated or used by or on behalf of the Customer, including where ManageLM has provided general information, documentation, compatibility guidance or non-binding recommendations regarding such service.
“Deployment Mode” means the applicable mode in which the ManageLM Offering is accessed or used: SaaS, On-Prem, Freeware, trial, evaluation, beta, preview, proof-of-concept or another mode expressly made available by ManageLM.
“Documentation” means the user documentation, technical documentation, installation guides, release notes, configuration guides and other written materials made available by ManageLM for the ManageLM Offering.
“Freeware Version” means a version of the Software or ManageLM Offering expressly designated by ManageLM as freeware and made available for free use, subject to this Agreement and any technical, functional, usage, documentation or other restrictions published by ManageLM.
“Free or Unpaid Offering” means any freeware, free, beta, preview, evaluation, demonstration, proof-of-concept, unpaid or no-charge version of the ManageLM Offering, Agent connectivity, feature, Licence Key, access right or related service, including any Freeware Version.
“Licence Key” means any key, file, token, credential, certificate or technical mechanism issued by ManageLM to activate, enable, restrict or control access to or use of the ManageLM Offering.
“LLM” means any large language model, AI model, AI system, inference server, model endpoint or related technology connected to, configured for use with, or used by the ManageLM Offering, whether local, self-hosted, cloud-based, third-party, Customer-selected, or provided as a Trial LLM. LLMs are selected, installed, hosted, operated and configured by the Customer, unless expressly provided as a Trial LLM by ManageLM.
“Managed Server” means any Customer Server on which an Agent is installed and configured or operated as a Connected Agent.
“ManageLM Offering” means the SaaS Service, On-Prem Software, ManageLM Platform, Licence Keys, Documentation, Freeware Versions, updates, patches, fixes, maintenance releases, Trial LLMs where made available, Agent connectivity with the ManageLM Offering, and any related components or services provided or made available by ManageLM, depending on the applicable Deployment Mode. For clarity, Agents are addressed separately in this Agreement.
“ManageLM Platform” means the ManageLM platform, whether hosted by ManageLM as part of the SaaS Service or installed and operated by the Customer as On-Prem Software, including the portal, management interface, coordination layer, configuration, task management, orchestration, routing, authorization and communication layer used in connection with Agents.
“MCP” means Model Context Protocol or a similar protocol, integration or interface used to connect AI clients, LLMs, tools or external systems to the ManageLM Offering.
“On-Prem Software” means the ManageLM software installed and operated by the Customer in the Customer Environment, including the ManageLM Platform and any updates, upgrades, fixes, packages, binaries, container images or scripts provided by ManageLM for that software, but excluding Agents except to the extent expressly stated in this Agreement.
“Personal Data” has the meaning given to it under applicable Data Protection Laws.
“Platform Server” means the single Customer Server on which the ManageLM Platform is installed and operated in an On-Prem Deployment, unless otherwise expressly agreed in writing by ManageLM.
“SaaS Service” means the ManageLM cloud-based or hosted service provided by ManageLM, including the ManageLM portal, management interface, APIs, MCP endpoints, orchestration layer, routing services, account administration, subscription administration, service communications, Documentation and related online services.
“Software” means On-Prem Software and any locally installed ManageLM components provided by ManageLM. Software does not include Agents, Customer Data, Customer-created scripts, Customer-created skills, Customer-created prompts, Customer configurations, Customer-Selected Services, Third-Party Services, operating systems, databases, infrastructure, or components not provided by ManageLM.
“Subscription Term” means the period during which the Customer is authorized to access or use the ManageLM Offering, whether billed monthly, annually or otherwise.
“Support Services” means technical support, SLA, troubleshooting, bug investigation, incident investigation or related support services provided under a separate support, SLA or professional services agreement, if any.
“Third-Party Services” means any software, service, platform, LLM, AI provider, model endpoint, inference server, cloud provider, operating system, package repository, database, identity provider, communication tool, MCP client, API, storage provider or other third-party component or service used with or connected to the ManageLM Offering, including Customer-Selected Services.
“Trial LLM” means any LLM, AI model, inference endpoint or AI service made available, connected, configured or selected by ManageLM for trial, evaluation, demonstration, testing, onboarding or non-production purposes in connection with the SaaS Service or another ManageLM-hosted or ManageLM-controlled online service. Trial LLMs are not part of a purely on-premise or offline deployment unless expressly made available by ManageLM in writing.
Subject to the Customer’s compliance with this Agreement and timely payment of all applicable fees, ManageLM grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the ManageLM Offering during the applicable Subscription Term, solely for the Customer’s internal business purposes and in accordance with the Documentation, applicable usage limits, licence limits and this Agreement.
For SaaS Deployments, this right is a right to access and use the SaaS Service and related components. For On-Prem Deployments, this right includes a limited licence to install and use the On-Prem Software in the Customer Environment.
The ManageLM Offering is provided as a service and/or licensed software depending on the applicable Deployment Mode. No ownership rights are transferred to the Customer.
Unless otherwise expressly agreed in writing by ManageLM, the Customer is authorized to use the ManageLM Offering with up to the number of Connected Agents, Managed Servers or other licensed resources authorized under the applicable subscription, Licence Key, licence file or written agreement expressly issued or accepted by ManageLM.
Unless otherwise expressly agreed in writing by ManageLM, for On-Prem Deployments the Customer is authorized to install and operate one single instance of the ManageLM Platform on one Platform Server.
The ManageLM Offering may be provided on a monthly, annual or other subscription basis, under a paid licence, under a free or unpaid licence, as a Freeware Version, for evaluation, testing, demonstration or proof-of-concept purposes, or under another commercial or licence model expressly issued or accepted by ManageLM.
Unless otherwise expressly agreed in writing, the Customer’s right to access and use any paid, evaluation, trial, proof-of-concept or otherwise time-limited ManageLM Offering is valid only during the applicable Subscription Term, licence term, evaluation period or other period expressly granted by ManageLM. Such right expires automatically at the end of the applicable term or period unless renewed, extended or replaced by ManageLM.
Upon expiry, non-renewal, non-payment, cancellation, termination or deactivation of a paid, evaluation, trial, proof-of-concept or otherwise time-limited ManageLM Offering, the ManageLM Offering may be disabled, restricted, downgraded or limited to the functionality and usage limits of the applicable Freeware Version, where available.
If, at the time of expiry, non-renewal, non-payment, cancellation, termination or deactivation, the Customer’s actual use of the ManageLM Offering, including the number of Connected Agents, is within the limits authorized for the applicable Freeware Version, the Software may continue to function within those Freeware Version limits, subject to this Agreement and the applicable Documentation, restrictions and technical limitations.
If the Customer’s actual use exceeds the limits authorized for the applicable Freeware Version, including the authorized number of Connected Agents, the ManageLM Offering, Software, Licence Key, Agent connectivity with the ManageLM Offering, On-Prem Software functionality or related functionality may be blocked, disabled, restricted or otherwise limited until the Customer renews, purchases or obtains a valid licence, reduces its usage to the applicable Freeware Version limits, or otherwise resolves the issue with ManageLM.
Failure to pay any applicable fees may result in suspension, expiry, non-renewal, deactivation, downgrade, restriction or termination of the Account, Subscription Term, Licence Key, SaaS Service, Agent connectivity with the ManageLM Offering, On-Prem Software functionality or related functionality.
The Customer remains responsible for all fees due for the applicable Subscription Term or licence term, regardless of installation status, actual usage, number of Connected Agents below the licensed quantity, early discontinuation of use by the Customer, failure to configure or deploy the ManageLM Offering, downgrade to a Freeware Version, or continued use within Freeware Version limits after expiry, non-renewal, non-payment, cancellation, termination or deactivation.
Unless otherwise expressly stated in writing, all fees, prices and charges are exclusive of VAT, sales tax, withholding tax, duties, levies and any other taxes or governmental charges.
Where applicable, such taxes shall be added to the amounts payable by the Customer and shall be paid by the Customer in accordance with the applicable invoice, checkout process or payment terms.
The Customer is responsible for providing accurate billing, tax residency, business status and tax identification information. ManageLM may charge, collect or adjust applicable taxes based on the information provided by the Customer and applicable tax rules.
Unless expressly required by applicable law or expressly agreed in writing by ManageLM, all fees are non-refundable and non-cancellable, and the Customer shall not be entitled to any refund, credit, compensation or set-off for non-use, partial use, cancellation, downgrade, reduction of Connected Agents, reduction of usage, early termination, suspension, expiry, non-renewal, deactivation, downgrade to a Freeware Version, or continued use within Freeware Version limits.
The Customer shall not connect, register, configure or use the ManageLM Offering with more Connected Agents, accounts, seats, tasks, APIs, Trial LLM usage, storage, rate limits, volumes, features or other usage than authorized under the applicable subscription, Licence Key, licence file, order, checkout or written agreement expressly issued or accepted by ManageLM.
Each Connected Agent counts as one Licensed Agent, unless otherwise expressly stated in writing by ManageLM. If multiple Connected Agents are used on the same Customer Server, each Connected Agent counts separately as one Licensed Agent. Agents that are installed but not connected to, registered with, communicating with, or otherwise used with the ManageLM Offering do not count as Licensed Agents under this Agreement.
Except for Freeware Versions and high-availability clustered installations, the Customer shall not install, operate, activate, duplicate, clone, replicate, run or use more than one instance of the ManageLM Platform or use the ManageLM Platform on more than one Platform Server for On-Prem Deployments, including for standby, backup, disaster recovery, staging, test, development or non-production purposes, unless expressly permitted by the applicable subscription, Licence Key, licence file or written agreement expressly issued or accepted by ManageLM.
ManageLM may use technical enforcement, metering, throttling, reporting, licence verification or usage control mechanisms to verify and enforce compliance with applicable usage limits, provided such mechanisms are proportionate and reasonably related to service operation, security, billing, abuse prevention or compliance.
The Customer shall not remove, disable, bypass, tamper with or circumvent any licence enforcement, metering, activation, usage control, rate limit or technical protection mechanism.
ManageLM is a server and infrastructure management platform designed to help Customers manage, inspect, automate, remediate, audit or operate infrastructure through a portal, Connected Agents, skills, workflows, AI-assisted features, LLM-assisted features, MCP-based integrations and related tools.
Depending on the Deployment Mode, the ManageLM Offering may be provided as a SaaS Service, On-Prem Software, a Freeware Version or another offering expressly made available by ManageLM.
The ManageLM Offering may route prompts, commands, tasks, outputs, metadata, instructions, responses, configuration information or other Customer Data between AI clients, LLMs, the ManageLM Platform, Customer-Selected Services, Third-Party Services and Connected Agents installed in the Customer Environment.
Connected Agents may execute commands, scripts, tasks, remediation actions, patching actions, backup actions, restore actions, threat responses or other operational actions in the Customer Environment. Such actions may affect files, services, packages, users, processes, credentials, configurations, logs, applications, systems and other resources in the Customer Environment, depending on the Customer’s configuration, permissions, skills, allowlists, approvals and use of the ManageLM Offering.
The ManageLM Offering is provided on an “as available” basis. ManageLM does not guarantee uptime, availability, accuracy, reliability, uninterrupted operation, error-free operation, compatibility or fitness for any particular purpose, unless expressly stated otherwise in a separate written agreement signed by ManageLM.
ManageLM may change, enhance, modify, discontinue or remove features, modules, APIs, integrations, commands, skills, compatibility, Trial LLMs or service components from time to time in accordance with this Agreement.
To access, activate, administer, subscribe to, purchase, renew, download, configure or use any ManageLM Offering, Licence Key, customer portal, online portal, billing feature, support feature, Documentation or related ManageLM component or service, the Customer may be required to create an Account and provide accurate, current and complete account, billing, tax, contact and subscription information.
The Customer shall keep such information accurate, current and complete throughout the applicable Subscription Term or period of use.
The Customer is solely responsible for maintaining the confidentiality and security of Account credentials, passwords, API keys, MCP secrets, tokens, Licence Keys, private keys, certificates, access credentials and authentication materials used by or issued to the Customer, its users, administrators, systems, Connected Agents or integrations.
The Customer is solely responsible for all activities performed through or in connection with its Account, users, administrators, credentials, tokens, Connected Agents, integrations and configurations, whether or not such activities are authorized by the Customer.
The Customer shall promptly notify ManageLM of any unauthorized access, credential compromise, security incident or suspected misuse affecting the Account, ManageLM Offering, Connected Agents, credentials or Customer Environment.
The Customer may install Agents and configure them as Connected Agents, or install related components in the Customer Environment to use the applicable ManageLM Offering. The Customer is solely responsible for installing, configuring, operating, securing, maintaining, updating, monitoring and removing Agents and related components in the Customer Environment.
The Customer acknowledges that Connected Agents and related components installed in the Customer Environment may read, modify, create, delete, execute, stop, restart, patch, update, configure or otherwise affect data, files, services, packages, users, processes, credentials, configurations, logs, applications, systems and other resources in the Customer Environment.
The Customer is solely responsible for ensuring that Connected Agents and related components are installed and used only on systems that the Customer is legally authorized to access, manage and control.
The Customer is solely responsible for configuring appropriate permissions, access controls, command allowlists, skills, secrets, credentials, LLM settings, firewall rules, security boundaries, approval workflows and operational procedures for Connected Agents and the Customer Environment.
Connected Agents and related components installed in the Customer Environment remain the Customer’s responsibility. Upon termination, expiry or suspension of the applicable ManageLM Offering, Connected Agents may cease to receive tasks, updates, instructions or communications from the ManageLM Offering, but they may remain installed in the Customer Environment until removed by the Customer.
The Customer is solely responsible for uninstalling, disabling or removing Connected Agents and related components where required, including upon termination, expiry, suspension, non-renewal or discontinuation of the applicable ManageLM Offering.
The Customer is solely responsible for:
installing, configuring, operating, securing and maintaining the Customer Environment; ensuring that the Customer Environment meets the technical requirements specified in the Documentation; maintaining adequate and tested backups before using the ManageLM Offering in any production or sensitive environment; testing all operations in non-production environments before applying them to production systems; configuring appropriate permissions, access controls, command allowlists, skills, secrets, credentials, LLM settings, firewall rules, security boundaries and approval workflows; supervising all use of the ManageLM Offering by its users, administrators, employees, contractors and any other persons acting under the Customer’s control, including use through Connected Agents; ensuring that all systems managed, inspected, audited, accessed or controlled through the ManageLM Offering are systems the Customer is legally authorized to access and control; complying with all applicable laws, regulations, internal policies and third-party licence terms; verifying all AI, LLM, command, remediation, patching, backup, restore, threat detection or automation outputs before relying on them; ensuring that any action approved, triggered or executed through the ManageLM Offering or Connected Agents is appropriate, safe and authorized; ensuring that Trial LLMs, where made available, are used only for evaluation and testing purposes and not with confidential, sensitive, regulated, production or unnecessary Personal Data.
The Customer acknowledges that the ManageLM Offering may interact with AI systems, LLMs, Trial LLMs, Customer-Selected Services, Third-Party Services, MCP relays, MCP clients, APIs and external integrations, and may generate, recommend, validate, prepare or execute commands, scripts, tasks, remediation actions, patching actions, backup actions, restore actions, threat responses or other operational actions.
Customer-Selected Services, including Customer-selected LLMs, AI providers, model endpoints, inference servers, MCP relays, MCP clients, APIs, cloud services, local LLMs, self-hosted LLMs or cloud-hosted LLMs operated or selected by the Customer, are selected, configured and controlled by the Customer and are not provided, controlled or warranted by ManageLM.
For the avoidance of doubt, a service remains a Customer-Selected Service even if ManageLM has provided general information, documentation, compatibility guidance or non-binding recommendations regarding that service.
The Customer acknowledges that the ManageLM Offering may require connection to one or more LLMs to operate AI-assisted, LLM-assisted, MCP-based or command-generation functionality. Where the Customer selects, configures or uses a Customer-Selected Service, Customer-selected LLM, local LLM, self-hosted LLM, cloud-hosted LLM, MCP client, API or other Third-Party Service with the ManageLM Offering, prompts, commands, outputs, logs, metadata, technical information, Customer Data and Personal Data may be transmitted to, from or between such services as part of the operation of the ManageLM Offering.
The Customer is solely responsible for selecting, configuring, securing, supervising and assessing such services, controlling, minimizing and validating the information transmitted to or through them, and ensuring that any such transmission is lawful, appropriate and covered by a valid legal basis and any required contractual, technical and organizational safeguards.
The Customer is solely responsible for entering into any required data processing agreement, transfer mechanism, licence, subscription or other contractual arrangement with the providers of Customer-Selected Services and Third-Party Services.
ManageLM is not responsible for the acts, omissions, security, availability, data protection practices, retention practices, training practices, outputs, errors, hallucinations, recommendations, commands, instructions or compliance of Customer-Selected Services or Third-Party Services.
Trial LLMs are provided only where made available by ManageLM in connection with the SaaS Service, trial, evaluation, demonstration, testing, onboarding or another ManageLM-hosted or ManageLM-controlled online service. Trial LLMs are not included in purely on-premise or offline deployments unless expressly stated otherwise by ManageLM in writing.
Trial LLMs are provided for evaluation and testing purposes only and are not intended for production use, business-critical use, regulated use, or processing of confidential, sensitive, special category, regulated or production Personal Data.
The Customer shall not submit, transmit, process or make available to a Trial LLM any confidential information, production data, credentials, secrets, passwords, private keys, special categories of Personal Data, criminal conviction data, regulated data, sensitive business information or any Personal Data that is not strictly necessary for the evaluation.
Trial LLMs may be provided through third-party AI providers selected by ManageLM for trial, evaluation, demonstration, testing, onboarding or non-production purposes. Providers of Trial LLMs may process prompts, outputs, metadata and related content in accordance with their own applicable terms, data processing terms and privacy commitments. The Customer acknowledges that Trial LLMs may involve processing outside the Customer Environment and, where applicable, outside the European Economic Area.
ManageLM may suspend, restrict, replace or disable access to any Trial LLM at any time, including for security, compliance, cost, operational, provider, abuse-prevention or technical reasons.
AI and LLM systems are probabilistic and may produce incorrect, incomplete, unsafe, unexpected, harmful or destructive outputs.
The Customer acknowledges and agrees that:
no AI, LLM, Trial LLM, automation, allowlist, security control or validation mechanism is infallible; command allowlists and skill scopes reduce risk but do not eliminate it; any allowlisted command may produce harmful or unintended consequences depending on context, parameters, permissions, environment or system state; ManageLM does not control, warrant or guarantee the behavior, availability, accuracy, safety or output of any Customer-Selected Service, Third-Party Service, local LLM, self-hosted LLM, third-party LLM or cloud-based LLM; the Customer is solely responsible for approving, rejecting, testing and supervising any command, task, action, remediation, patch, backup, restore or threat response; the Customer assumes all risks associated with using AI-driven, LLM-assisted or command-executing software in any environment, including production environments.
ManageLM is designed to include technical and organizational measures intended to mitigate risks associated with the use of AI, LLMs, automation and command execution.
ManageLM will use commercially reasonable efforts to implement and maintain risk mitigation measures, which may include, as applicable:
limiting, to the extent technically feasible, the ability of LLMs and MCP-based interactions to trigger actions without appropriate controls; enforcing command allowlists at the Connected Agent level independently from LLM outputs, including outputs generated or transmitted through MCP-based interactions; supporting administrative authorization controls, roles, permissions and approval workflows, where configured or supported; supporting skill-based scoping and configuration to restrict what actions may be proposed, prepared or executed; sandboxing, isolating or otherwise constraining command execution where technically supported and applicable; recording changes, logging or reporting actions performed by Connected Agents where technically supported; providing traceability of commands, tasks, approvals, outputs or actions where technically supported.
The Customer acknowledges that such measures are intended to reduce risk but cannot eliminate all risks associated with AI, LLMs, MCP interactions, automation, command execution, administrative access or Customer configuration.
The Customer remains solely responsible for configuring permissions, roles, skills, command allowlists, approval workflows, LLM settings, credentials, access controls and operational procedures appropriately for its Customer Environment.
Nothing in this section constitutes a warranty that the ManageLM Offering, Connected Agents, AI outputs, LLM outputs, MCP interactions, command allowlists, skills, approvals, sandboxing, logging, reporting or other controls will prevent all errors, unauthorized actions, unintended actions, harmful commands, security incidents, data loss, downtime or operational impact.
As between the parties, the Customer retains all rights in Customer Data. ManageLM does not claim ownership of Customer Data.
The Customer is solely responsible for the accuracy, legality, integrity, security, backup, retention and use of Customer Data.
For SaaS, the Customer grants ManageLM a limited right to process, host, transmit, display, route, store, access and use Customer Data solely as necessary to provide, secure, operate, maintain, improve, troubleshoot and administer the ManageLM Offering, comply with applicable law, enforce this Agreement, prevent abuse, protect the ManageLM Offering, and perform related account, billing, subscription and service administration.
The Customer acknowledges that, depending on configuration, the ManageLM Offering may process technical metadata, logs, prompts, commands, outputs, Connected Agent status, system information, server fingerprints, licence information, task history, audit events, configuration information or other operational data.
Where the ManageLM Offering is deployed fully on-premise, Customer Data processed locally remains in the Customer Environment, except to the extent the Customer makes such Customer Data available to ManageLM, including through support requests, maintenance requests, diagnostic materials, logs, screenshots, configuration files, Trial LLM use where expressly enabled, or other materials voluntarily transmitted to ManageLM.
The Customer shall not provide confidential information, Personal Data, special categories of Personal Data, production secrets, passwords, private keys, confidential customer data or other sensitive information to ManageLM unless strictly necessary for the relevant purpose and permitted under applicable law.
The Customer is responsible for minimizing, anonymizing, pseudonymizing or redacting Personal Data and sensitive information before providing it to ManageLM, unless otherwise agreed in writing.
Credentials, secrets, API keys, tokens, passwords, private keys and similar authentication materials stored in fields specifically designed for secret or credential storage may be protected using encryption or equivalent safeguards. Logs, prompts, commands, outputs, metadata, diagnostic information and other operational records may be stored or processed in readable form where necessary to provide, secure, administer, audit, troubleshoot or operate the ManageLM Offering.
The ManageLM Offering may interact with, connect to, depend on or be used together with Third-Party Services, Customer-Selected Services, operating systems, package repositories, container registries, databases, storage systems, identity providers, cloud services, MCP relays, MCP clients, APIs, network services, LLMs, AI providers, model endpoints, inference servers or other software, systems, services or components.
Third-Party Services and Customer-Selected Services are not part of the ManageLM Offering and are not provided, controlled, maintained, supported or warranted by ManageLM, unless expressly stated otherwise in writing by ManageLM.
The Customer is solely responsible for selecting, obtaining, licensing, configuring, securing, maintaining, monitoring and using all Third-Party Services and Customer-Selected Services used with or connected to the ManageLM Offering.
The Customer is solely responsible for complying with all licences, subscriptions, usage limits, acceptable use policies, data protection terms, confidentiality terms, security requirements, export control terms and other terms applicable to Third-Party Services and Customer-Selected Services.
ManageLM is not responsible for the availability, security, compatibility, legality, accuracy, performance, output, continued operation, support, maintenance, data protection practices, retention practices, training practices, pricing, changes or discontinuation of any Third-Party Service or Customer-Selected Service.
ManageLM may modify, suspend, restrict or discontinue compatibility with any Third-Party Service or Customer-Selected Service where reasonably necessary for security, compliance, operational, technical, provider, dependency, abuse-prevention or legal reasons.
The Customer shall not use the ManageLM Offering with any Third-Party Service or Customer-Selected Service in a manner that violates applicable law, third-party rights, third-party terms, export control rules, sanctions rules, security requirements or this Agreement.
Freeware Versions may be used in accordance with the applicable Documentation, published restrictions, licence limits and this Agreement, including in production where expressly permitted by ManageLM.
Any Free or Unpaid Offering is provided solely for evaluation, testing, demonstration, proof-of-concept or limited internal non-production use, unless otherwise expressly agreed in writing by ManageLM.
Freeware Versions may be installed and used without a Licence Key or paid subscription, subject to this Agreement and any technical, functional, usage, documentation or other restrictions published by ManageLM.
The Customer acknowledges that any Free or Unpaid Offering does not include maintenance terms and should not be used in production, business-critical, regulated, high-risk, sensitive, security-critical or safety-critical environments, unless expressly authorized by ManageLM in writing.
The Customer shall not process, submit, transmit, store or make available through any Free or Unpaid Offering any confidential information, production data, credentials, secrets, passwords, private keys, special categories of Personal Data, criminal conviction data, regulated data, sensitive business information or any Personal Data that is not strictly necessary for evaluation or testing.
The Customer is solely responsible for ensuring that any data processed through a Free or Unpaid Offering is lawful, minimized, non-sensitive and appropriate for evaluation or testing use.
Trial LLMs, beta features, preview features, evaluation features and proof-of-concept features are provided solely for trial, evaluation, demonstration, testing, onboarding or non-production purposes, unless expressly authorized by ManageLM in writing.
The Customer shall not submit, transmit, store or process confidential information, production data, credentials, secrets, passwords, private keys, special categories of Personal Data, criminal conviction data, regulated data, sensitive business information or unnecessary Personal Data through any Trial LLM.
Any Free or Unpaid Offering is provided “as is” and “as available”, without any warranty, support commitment, maintenance obligation, service level, availability commitment, correction obligation, security commitment, compatibility commitment, update commitment, indemnity or liability of any kind, to the maximum extent permitted by applicable law, except to the extent expressly stated otherwise in writing by ManageLM.
ManageLM may modify, suspend, restrict, replace or discontinue any Free or Unpaid Offering, Trial LLM, beta feature, preview feature, evaluation feature or proof-of-concept feature at any time, with or without notice, and without liability.
The availability of a Free or Unpaid Offering does not create any obligation for ManageLM to provide the same or similar feature, functionality, compatibility, Licence Key, access right, technical configuration, support, maintenance, service level, update, patch, fix or version in the future.
To the maximum extent permitted by applicable law, ManageLM shall have no liability whatsoever arising out of or in connection with any Free or Unpaid Offering. If liability cannot be fully excluded under applicable law, ManageLM’s total aggregate liability for all claims arising out of or in connection with any Free or Unpaid Offering shall not exceed ten euros (€10.00).
The Customer shall not, and shall not allow any third party to:
copy the Software except to the extent reasonably necessary to install, operate, update or back up the Software in accordance with this Agreement, the applicable limits and the Documentation; modify, adapt, translate or create derivative works of the ManageLM Offering; reverse engineer, decompile, disassemble or attempt to derive the source code, algorithms, models, architecture or internal logic of the ManageLM Offering, except to the extent such restriction is prohibited by applicable law; remove, alter or obscure any copyright, trademark, licence or proprietary notices; sell, rent, lease, lend, sublicense, distribute, publish, make available or transfer the ManageLM Offering to any third party; provide hosted, managed, outsourcing, bureau, timesharing, MSP, MSSP or service-provider services using the ManageLM Offering for third parties, unless expressly authorized in writing by ManageLM; use the ManageLM Offering to manage, inspect, audit, access, monitor, patch, remediate, restore or control systems that the Customer is not legally authorized to access or control; use the ManageLM Offering for unlawful, harmful, abusive, fraudulent, infringing or unauthorized purposes; circumvent or disable security features, allowlist controls, licence controls, usage limits, rate limits, usage controls or technical protection mechanisms; use the ManageLM Offering to develop, train, improve or benchmark a competing product or service; publish performance benchmarks, security testing results or vulnerability details relating to the ManageLM Offering without ManageLM’s prior written consent, except as required by applicable law; submit confidential information, production data, credentials, secrets, private keys, regulated data or sensitive information to a Trial LLM, except as expressly authorized by ManageLM in writing.
This Agreement does not, by itself, include Maintenance Services, Support Services, SLA services, troubleshooting, bug investigation, incident investigation, response time commitments, uptime commitments or support commitments.
Maintenance Services, if purchased or otherwise made available, are governed by a separate maintenance agreement.
Support Services, SLA services, troubleshooting, bug investigation, incident investigation, response time commitments or related technical assistance, if purchased or otherwise made available, are governed by a separate support, SLA or professional services agreement.
ManageLM may change, enhance, modify, discontinue or remove features, modules, APIs, integrations, commands, skills, Trial LLMs, compatibility with third-party components or service components in future versions, without liability to the Customer, to the maximum extent permitted by applicable law.
ManageLM shall not be responsible for issues arising from unsupported, outdated, modified, misconfigured or improperly installed Agents, Connected Agents, On-Prem Software or related components.
The ManageLM Offering, SaaS Service, On-Prem Software, ManageLM Platform, Documentation, Licence Keys, trademarks, logos, designs, interfaces, architecture, know-how, source code, object code, algorithms, workflows, skills provided by ManageLM, templates, configurations provided by ManageLM and all related intellectual property rights are and remain the exclusive property of RCDevs S.A.
Except for the limited rights expressly granted in this Agreement, no rights are granted to the Customer.
The Customer shall not challenge, contest or impair ManageLM’s ownership of the ManageLM Offering or related intellectual property rights.
The Customer retains ownership of Customer Data and Customer-created skills, Customer-created prompts, Customer-created scripts and Customer configurations, subject to ManageLM’s rights in the ManageLM Offering, Documentation, ManageLM-provided templates, ManageLM-provided skills, ManageLM-provided configurations and related materials.
If the Customer provides suggestions, ideas, enhancement requests, bug reports, recommendations or other feedback relating to the ManageLM Offering, ManageLM may use, reproduce, modify, implement and incorporate such feedback without restriction, obligation or compensation to the Customer.
The Customer shall not include confidential information, Personal Data, secrets, credentials, private keys or other sensitive information in feedback unless strictly necessary.
ManageLM’s use of feedback shall not permit ManageLM to disclose the Customer’s confidential information, except as permitted under this Agreement.
Any features, improvements, modifications, developments, fixes, updates, products, services or materials created, derived from or based on feedback shall be owned exclusively by ManageLM.
Each party may receive confidential information from the other party.
Confidential information includes non-public technical, business, financial, commercial, security, product, roadmap, software, infrastructure, pricing, licence, support, vulnerability and operational information disclosed by one party to the other.
The receiving party shall use confidential information only for the purposes of this Agreement, protect it using reasonable care, and not disclose it to third parties except to employees, contractors, advisors or service providers who need to know and are bound by confidentiality obligations.
Confidential information does not include information that is publicly available without breach, already known without restriction, independently developed without use of confidential information, or lawfully obtained from a third party without confidentiality obligations.
Each party shall comply with applicable data protection and privacy laws, including Regulation (EU) 2016/679, the General Data Protection Regulation (“GDPR”), where applicable.
Where ManageLM processes Personal Data on behalf of the Customer, the Customer acts as controller and ManageLM acts as processor. Such processing shall be governed by ManageLM’s Data Processing Addendum or another written data processing agreement between the parties.
Where ManageLM processes Personal Data for its own business purposes, including account administration, billing, payment processing, contractual communications, service communications, legal compliance, security of its own systems, abuse prevention, fraud prevention or corporate recordkeeping, ManageLM acts as an independent controller.
For purely on-premise deployments, Personal Data processed locally within the Customer Environment remains under the Customer’s control and is not processed by ManageLM unless and only to the extent that such Personal Data is transmitted to or through a ManageLM-hosted or online component, made available to ManageLM, routed through ManageLM-controlled systems, submitted to a Trial LLM where expressly enabled, or voluntarily provided to ManageLM by the Customer.
ManageLM’s Privacy Policy provides additional information about Personal Data processed by ManageLM as an independent controller. The Data Processing Addendum provides additional information about Personal Data processed by ManageLM as processor on behalf of the Customer.
Customer-Selected Services, including Claude, AI providers, local LLMs, self-hosted LLMs, cloud-hosted LLMs, model endpoints, inference servers, MCP clients, APIs or integrations selected, configured or operated by the Customer, are not Subprocessors of ManageLM unless ManageLM has expressly engaged them to process Personal Data on behalf of the Customer.
ManageLM’s retention of Customer Data, operational logs, account data and Personal Data is described in the Privacy Policy and, where ManageLM acts as processor on behalf of the Customer, in the Data Processing Addendum.
THE MANAGELM OFFERING, SAAS SERVICE, ON-PREM SOFTWARE, MANAGELM PLATFORM, AGENTS, LICENCE KEYS, FREE OR UNPAID OFFERINGS, TRIAL LLMS, DOCUMENTATION, UPDATES, PATCHES, FIXES, MAINTENANCE RELEASES, WORKAROUNDS, RECOMMENDATIONS, OUTPUTS, COMMANDS, TASKS, SKILLS, AUTOMATIONS, INTEGRATIONS, FEATURES, MODULES, MATERIALS, INFORMATION, COMMUNICATIONS AND ANY RELATED PRODUCTS, SERVICES, COMPONENTS OR ITEMS PROVIDED OR MADE AVAILABLE BY MANAGELM UNDER OR IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, UNLESS EXPRESSLY STATED OTHERWISE IN A SEPARATE WRITTEN AGREEMENT SIGNED BY MANAGELM.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MANAGELM DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, AVAILABILITY, RELIABILITY, ERROR-FREE OPERATION, UNINTERRUPTED OPERATION, COMPATIBILITY, INTEROPERABILITY, PERFORMANCE, QUALITY, QUIET ENJOYMENT, OR THAT THE MANAGELM OFFERING OR ANY RELATED ITEM WILL MEET THE CUSTOMER’S REQUIREMENTS OR EXPECTATIONS.
MANAGELM DOES NOT WARRANT THAT THE MANAGELM OFFERING, SOFTWARE, SAAS SERVICE, MANAGELM PLATFORM, CONNECTED AGENTS OR RELATED COMPONENTS WILL BE ERROR-FREE, SECURE, UNINTERRUPTED, AVAILABLE, ACCURATE, COMPLETE, RELIABLE, UP TO DATE, COMPATIBLE WITH THE CUSTOMER ENVIRONMENT, COMPATIBLE WITH ANY HARDWARE, OPERATING SYSTEM, DATABASE, NETWORK, INFRASTRUCTURE, THIRD-PARTY SERVICE, CUSTOMER-SELECTED SERVICE, LLM, MCP CLIENT, API OR OTHER CUSTOMER-SELECTED COMPONENT, OR FREE FROM VULNERABILITIES; THAT ANY ERROR, DEFECT, BUG, ISSUE OR VULNERABILITY WILL BE IDENTIFIED, INVESTIGATED, CORRECTED OR RESOLVED; THAT ANY AI, LLM, TRIAL LLM, CUSTOMER-SELECTED LLM, THIRD-PARTY LLM OR OTHER MODEL OUTPUT WILL BE CORRECT, SAFE, COMPLETE, APPROPRIATE, LAWFUL, NON-INFRINGING, NON-HARMFUL OR SUITABLE FOR THE CUSTOMER’S INTENDED USE; THAT ANY COMMAND, PATCH, REMEDIATION, BACKUP, RESTORE, THREAT RESPONSE, UPDATE, CONFIGURATION CHANGE, WORKAROUND, RECOMMENDATION OR OTHER ACTION GENERATED, PROPOSED, VALIDATED, APPROVED, TRIGGERED OR EXECUTED THROUGH OR IN CONNECTION WITH THE MANAGELM OFFERING WILL BE SAFE, CORRECT, COMPLETE, SUCCESSFUL, REVERSIBLE OR SUITABLE FOR THE CUSTOMER ENVIRONMENT; OR THAT ANY COMMAND ALLOWLIST, SKILL SCOPE, APPROVAL WORKFLOW, SANDBOXING, LOGGING, REPORTING, TRACEABILITY, VALIDATION MECHANISM OR OTHER CONTROL WILL PREVENT ALL ERRORS, UNAUTHORIZED ACTIONS, UNINTENDED ACTIONS, HARMFUL COMMANDS, SECURITY INCIDENTS, DATA LOSS, DOWNTIME OR OPERATIONAL IMPACT.
THE CUSTOMER IS SOLELY RESPONSIBLE FOR TESTING THE MANAGELM OFFERING, CONNECTED AGENTS, CONFIGURATIONS, OUTPUTS, COMMANDS, TASKS, SKILLS, AUTOMATIONS, PATCHES, UPDATES, REMEDIATIONS, BACKUPS, RESTORES, THREAT RESPONSES, RECOMMENDATIONS AND OTHER ACTIONS IN A NON-PRODUCTION ENVIRONMENT BEFORE USING OR APPLYING THEM IN PRODUCTION OR SENSITIVE ENVIRONMENTS.
THE CUSTOMER IS SOLELY RESPONSIBLE FOR MAINTAINING ADEQUATE BACKUPS, CONFIGURING APPROPRIATE ACCESS CONTROLS, SUPERVISING USERS AND ADMINISTRATORS, VALIDATING OUTPUTS, APPROVING OR REJECTING ACTIONS, AND ENSURING THAT USE OF THE MANAGELM OFFERING IS APPROPRIATE, SAFE, LAWFUL AND SUITABLE FOR THE CUSTOMER ENVIRONMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MANAGELM, RCDEVS S.A., ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, PARTNERS, SUPPLIERS, AFFILIATES AND LICENSORS SHALL HAVE NO LIABILITY FOR ANY CLAIM, LOSS, DAMAGE, COST OR EXPENSE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE MANAGELM OFFERING, THE CUSTOMER’S ACCESS TO OR USE OF THE MANAGELM OFFERING, OR ANY RELATED PRODUCT, SERVICE, SOFTWARE, SAAS SERVICE, COMPONENT, FEATURE, MODULE, OUTPUT, ACTION, COMMAND, TASK, SKILL, AUTOMATION, INTEGRATION, THIRD-PARTY SERVICE, CUSTOMER-SELECTED SERVICE, MATERIAL OR DOCUMENTATION, INCLUDING WITHOUT LIMITATION THE MANAGELM PLATFORM, CONNECTED AGENTS, LICENCE KEYS, INSTALLATION, CONFIGURATION, UPDATES, PATCHES, FIXES, MAINTENANCE RELEASES, WORKAROUNDS OR RECOMMENDATIONS, WHETHER DIRECTLY OR INDIRECTLY, EXCEPT TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
WITHOUT LIMITING THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MANAGELM, RCDEVS S.A., ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, PARTNERS, SUPPLIERS, AFFILIATES AND LICENSORS SHALL IN NO EVENT BE LIABLE FOR:
The exclusions above are illustrative and shall not limit the general exclusion and limitation of liability set out in this section.
THE FOREGOING EXCLUSIONS APPLY WHETHER THE CLAIM IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, BREACH OF WARRANTY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MANAGELM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE EXTENT THAT ANY LIABILITY CANNOT BE EXCLUDED UNDER APPLICABLE LAW, MANAGELM’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE MANAGELM OFFERING, THE CUSTOMER’S ACCESS TO OR USE OF THE MANAGELM OFFERING, OR ANY RELATED PRODUCT, SERVICE, SOFTWARE, SAAS SERVICE, COMPONENT, FEATURE, MODULE, OUTPUT, ACTION, COMMAND, TASK, SKILL, AUTOMATION, INTEGRATION, THIRD-PARTY SERVICE, CUSTOMER-SELECTED SERVICE, MATERIAL OR DOCUMENTATION, INCLUDING WITHOUT LIMITATION THE MANAGELM PLATFORM, CONNECTED AGENTS, LICENCE KEYS, INSTALLATION, CONFIGURATION, UPDATES, PATCHES, FIXES, MAINTENANCE RELEASES, WORKAROUNDS OR RECOMMENDATIONS, WHETHER DIRECTLY OR INDIRECTLY, SHALL BE LIMITED TO THE TOTAL AMOUNTS ACTUALLY PAID BY THE CUSTOMER TO MANAGELM FOR THE AFFECTED MANAGELM OFFERING UNDER THIS AGREEMENT, EXCLUDING VAT AND ANY OTHER TAXES, DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CUSTOMER FIRST NOTIFIED MANAGELM IN WRITING OF THE CLAIM.
Amounts paid for VAT, taxes, refunded amounts, credits, chargebacks, third-party services, pass-through costs, professional services or services not expressly covered by this Agreement shall not be included in the liability cap, unless expressly stated otherwise in writing.
For Free or Unpaid Offerings, ManageLM’s liability shall be excluded to the maximum extent permitted by applicable law and, in any event, shall not exceed ten euros (€10.00).
The Customer shall defend, indemnify and hold harmless ManageLM, RCDevs S.A., and their respective officers, directors, employees, partners, suppliers, affiliates and licensors from and against any claims, damages, liabilities, losses, obligations, costs and expenses, including reasonable legal fees and legal costs, arising out of or related to:
the Customer’s access to or use of the ManageLM Offering; the Customer Environment; Customer Data; any content, data, files, logs, prompts, commands, outputs, configurations, credentials, secrets or other information processed, stored, accessed, transmitted or generated through or in connection with the ManageLM Offering; the Customer’s violation of this Agreement; the Customer’s violation of applicable law, regulation or third-party rights; systems managed, modified, accessed, monitored, updated, patched, remediated, restored or controlled through or in connection with the ManageLM Offering; actions performed through Connected Agents or by users, administrators, contractors, service providers or other persons in the Customer Environment; Customer configuration, misconfiguration or use of skills, commands, allowlists, LLMs, Trial LLMs, Customer-Selected Services, Third-Party Services, credentials, secrets, roles, permissions, approvals, access controls, integrations or Connected Agent settings; the Customer’s selection, configuration or use of any LLM, AI model, inference server, model endpoint, MCP client, API, cloud service, Customer-Selected Service, Third-Party Service or integration; the Customer’s submission, transmission, processing or making available of Customer Data, Personal Data, confidential information, production data, credentials, secrets, regulated data or sensitive information to any Trial LLM in breach of this Agreement; claims by third parties arising from the Customer’s access to or use of the ManageLM Offering, Customer Data, Customer Environment, use of Connected Agents with the ManageLM Offering, outputs, actions, commands, integrations or external services.
This indemnification obligation shall survive termination or expiry of this Agreement and the Customer’s use of the ManageLM Offering.
Upon reasonable notice, ManageLM may request information reasonably necessary to verify compliance with this Agreement, including subscription limits, licence limits, usage limits, number of Connected Agents, deployment scope, billing status and usage restrictions.
The Customer shall cooperate in good faith with such verification.
If the Customer exceeds the authorized scope, the Customer shall promptly purchase the required additional subscriptions, licences or usage rights and pay any applicable fees, including fees that would have applied for the period of unauthorized use.
ManageLM may use technical licence enforcement, metering, usage reporting, rate limiting, throttling or verification mechanisms to verify compliance, provided that such mechanisms are proportionate and reasonably related to service operation, security, billing, abuse prevention or compliance.
This Agreement begins when the Customer first downloads, installs, activates, accesses, subscribes to, configures or uses the ManageLM Offering and continues until terminated or until the applicable Subscription Term expires.
ManageLM may suspend, restrict or terminate the Customer’s access to or use of the ManageLM Offering, Account, Licence Key, Agent connectivity with the ManageLM Offering, Trial LLM, API, MCP relays, MCP endpoint or related functionality if the Customer fails to pay applicable fees; breaches this Agreement; exceeds applicable limits; attempts to circumvent licence, usage or security controls; uses the ManageLM Offering unlawfully or in a manner that may harm ManageLM, third parties, the ManageLM Offering, other customers, Connected Agents or systems; creates a security, operational, legal, regulatory, compliance, abuse, fraud, sanctions, export control or technical risk; or becomes insolvent or ceases business operations.
Where practicable and reasonable under the circumstances, ManageLM will use reasonable efforts to notify the Customer of a suspension and the reason for it. ManageLM may suspend immediately without prior notice where necessary for security, legal, compliance, abuse-prevention, provider, operational or urgent technical reasons.
The Customer may terminate this Agreement by ceasing all use of the ManageLM Offering, cancelling the applicable subscription where available, ceasing Agent connectivity with the ManageLM Offering, and deleting, disabling or destroying access to On-Prem Software, Licence Keys and related components, subject to any payment obligations for the applicable Subscription Term.
Upon termination, expiry, non-renewal, non-payment, cancellation or deactivation of a paid, evaluation, trial, proof-of-concept or otherwise time-limited ManageLM Offering, the Customer’s right to access and use the affected paid, evaluation, trial, proof-of-concept or time-limited ManageLM Offering ceases or is restricted as applicable. Where a Freeware Version is available and the Customer’s actual use is within the applicable Freeware Version limits, the Software may continue to function solely within those Freeware Version limits, subject to this Agreement and the applicable Documentation, restrictions and technical limitations. Where the Customer’s actual use exceeds the applicable Freeware Version limits, including the authorized number of Connected Agents, the ManageLM Offering, Software, Licence Key, Agent connectivity with the ManageLM Offering, On-Prem Software functionality or related functionality may be blocked, disabled, restricted or otherwise limited.
Provisions that by their nature are intended to survive shall survive, including confidentiality, intellectual property, restrictions, disclaimers, limitation of liability, indemnification, audit rights, governing law and dispute resolution.
The Customer shall comply with all applicable export control, sanctions, trade restriction and anti-corruption laws.
The Customer shall not download, install, access, export, re-export, transfer or use the ManageLM Offering in violation of applicable sanctions or export control laws, or in any embargoed or restricted country or for any prohibited end use.
ManageLM may suspend, restrict or terminate access to the ManageLM Offering where required or reasonably necessary to comply with export control, sanctions, trade restriction or anti-corruption laws.
ManageLM may update or modify this Agreement from time to time.
ManageLM will use reasonable efforts to notify the Customer of material changes to this Agreement by email, publication on the ManageLM website, account notice, invoice notice, renewal notice or other reasonable means.
Unless otherwise stated in the notice, material changes to this Agreement shall take effect thirty (30) days after notice to the Customer.
Where a material change substantially and adversely affects the Customer’s rights under this Agreement during the then-current paid term, the Customer may object in writing within thirty (30) days of the notice, specifying the reasonable grounds for its objection.
If the Customer timely objects to a material change, and the change is not required for Legal, Regulatory, Security, Compliance, Technical or Operational Reasons, the previous version of this Agreement shall continue to apply to the affected ManageLM Offering until the end of the then-current paid term, unless otherwise agreed by the parties.
At the start of any renewal term, licence term or Subscription Term, the then-current version of this Agreement shall apply. If the Customer does not agree to the then-current version of this Agreement, the Customer must not renew and must stop using the affected ManageLM Offering at the end of the then-current paid term.
ManageLM may implement changes with shorter notice, immediate effect or without prior notice where reasonably necessary for legal, regulatory, security, compliance, technical, operational, continuity, emergency, abuse-prevention, provider, dependency, international transfer, Subprocessor, service provider, processing activity or other urgent reasons, including to comply with applicable law, regulation, regulatory guidance, court order, Supervisory Authority requirement, security requirement, export control requirement, sanctions requirement, data protection requirement, international transfer requirement, third-party dependency requirement, technical requirement, operational requirement or compliance requirement (“Legal, Regulatory, Security, Compliance, Technical or Operational Reasons”).
Where a change is implemented with shorter notice, immediate effect or without prior notice, ManageLM will use reasonable efforts to notify the Customer of the change as soon as reasonably practicable after implementation.
If no commercially reasonable solution is available, ManageLM may apply the updated Agreement. The Customer may discontinue the affected ManageLM Offering, Account, Licence Key, Subscription Term or related rights, or terminate the affected part of this Agreement in accordance with this Agreement.
Such discontinuation or termination shall not entitle the Customer to any refund, credit, compensation or damages, except to the extent expressly required by applicable law or expressly agreed in writing by ManageLM.
Once an updated Agreement becomes effective under this section, ManageLM is not required to maintain or apply any previous version of this Agreement, except where the Customer has timely objected and the previous version continues to apply until the end of the then-current paid term in accordance with this section.
ManageLM is not required to provide alternative contractual terms, maintain previous technical arrangements, modify its technical or business operations, or continue providing legacy access in order to accommodate a Customer objection.
The Customer may not assign, transfer or delegate this Agreement or any rights or obligations under it without ManageLM’s prior written consent.
ManageLM may assign this Agreement to an affiliate, successor, acquirer or in connection with a merger, reorganization, sale of assets or transfer of business.
ManageLM shall not be liable for any failure or delay in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, riots, strikes, governmental actions, epidemics, pandemics, power failures, internet failures, telecommunications failures, cyberattacks, third-party failures, cloud provider failures, hardware failures or software failures outside ManageLM’s control.
This Agreement shall be governed by and construed in accordance with the laws of Luxembourg, without regard to conflict of law principles.
Any dispute, controversy or claim arising out of or relating to this Agreement, including its formation, validity, interpretation, performance, breach or termination, shall be subject to the exclusive jurisdiction of the competent courts of Luxembourg-City, Luxembourg.
Notwithstanding the foregoing, ManageLM may seek injunctive, equitable or protective relief before any court of competent jurisdiction to protect its intellectual property, confidential information, security or systems.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid, legal and enforceable while preserving its original intent. If modification is not possible, the provision shall be severed and the remaining provisions shall remain in full force and effect.
Failure to enforce any provision of this Agreement shall not constitute a waiver. Any waiver must be in writing and signed by ManageLM.
This Agreement, together with any applicable order, checkout terms, subscription terms, Licence Key, licence file, Data Processing Addendum, Documentation, maintenance terms, support terms and written agreement expressly referencing this Agreement, constitutes the entire agreement between the parties regarding the ManageLM Offering and supersedes all prior or contemporaneous agreements, proposals, representations or understandings regarding the ManageLM Offering.
Any purchase order, procurement document, vendor registration form, online procurement portal terms or other document issued by the Customer shall be used for administrative purposes only and shall not modify, supplement or override this Agreement, even if accepted, processed, referenced, signed or otherwise acted upon by ManageLM, and even if such document states that it takes precedence over other terms, unless expressly agreed in a written agreement signed by ManageLM.
In case of conflict, the following order of precedence shall apply unless expressly stated otherwise in writing:
a signed written agreement between the parties; the applicable Data Processing Addendum, but only with respect to the processing of Personal Data on behalf of the Customer; this Agreement; a Licence Key, licence file, checkout page or subscription confirmation expressly issued or accepted by ManageLM, but only for commercial, subscription, usage, licence quantity, billing or activation details; the Documentation.
For the avoidance of doubt, Licence Keys, licence files, checkout pages, payment confirmations, receipts or billing records shall not modify, supplement or override the legal terms of this Agreement, unless expressly stated in a written agreement signed by ManageLM.
RCDevs S.A.
1 Boulevard du Jazz
4370
Esch-sur-Alzette
Luxembourg
Website: https://www.managelm.com
Email: [email protected]