These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Syntaxa LLC, a limited liability company ("Company," "we," "us," or "our"), governing your access to and use of the runQC platform, including the web application at app.runqc.ai, associated APIs, CLI tools, and related services (collectively, the "Service").
BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICE.
"Account" means the registered account through which Customer accesses the Service.
"API Key" means an authentication credential issued by the Service for programmatic access.
"Authorized User" means an individual who is authorized by Customer to access the Service under Customer's Account, subject to seat limits defined by Customer's Subscription Plan.
"BYOK" (Bring Your Own Key) means the configuration in which Customer provides their own LLM provider API keys for use with the Service.
"Content" means data, text, configurations, files, and other materials that Customer submits to, transmits through, or generates using the Service.
"Credits" means the usage units consumed when executing test runs through the Service, as defined in the applicable Subscription Plan.
"Customer Data" means all data submitted by Customer to the Service, including but not limited to target agent endpoint configurations, test suite definitions, context documents, and any information transmitted to or from Customer's target agents during test runs.
"Intellectual Property Rights" means all patent rights, copyrights, trade secrets, trademarks, moral rights, and any other intellectual property rights recognized in any jurisdiction worldwide.
"Journal" means the detailed test session record generated by the Service, including agent interactions, findings, grades, and metadata.
"LLM Provider" means a third-party provider of large language model services (e.g., OpenAI, Anthropic) used by the Service to perform testing operations.
"Platform-Managed Keys" means the configuration in which Customer uses LLM provider API keys provided and managed by Company.
"Run" means a single execution of a test against Customer's target agent endpoint.
"Service" has the meaning set forth in the preamble.
"Subscription Plan" means the pricing tier selected by Customer (Free, Pro, Business, Founding Partner, or Enterprise), as described at runqc.ai/pricing and subject to the terms of Section 5.
"Target Agent" means the AI agent, chatbot, or other software endpoint that Customer submits for testing through the Service.
"Test Results" means the quality scores, verdicts, findings, recommendations, and other outputs generated by the Service from a Run.
To access the Service, you must create an Account by providing accurate, complete, and current registration information. You agree to update your information promptly to keep it accurate and current.
You are responsible for maintaining the confidentiality of your Account credentials, including passwords and API Keys. You are responsible for all activities that occur under your Account. You must immediately notify Company of any unauthorized use of your Account or any other breach of security. Company will not be liable for any loss arising from your failure to safeguard your Account credentials.
Customer may invite Authorized Users up to the seat limit of their Subscription Plan. Customer is responsible for all actions taken by its Authorized Users and for ensuring that each Authorized User complies with these Terms.
You may not: (a) create multiple free-tier Accounts to circumvent usage limits; (b) share Account credentials with non-Authorized Users; (c) transfer or assign your Account without Company's prior written consent; or (d) provide false identity information during registration.
The Service is offered solely for business and professional use. By creating an Account, you represent and warrant that: (a) you are at least eighteen (18) years of age; (b) you are acquiring and using the Service for business or professional purposes, and not for personal, family, or household purposes; and (c) if you are entering into these Terms on behalf of a company or other legal entity, you have the authority to bind that entity to these Terms.
runQC is an AI-powered quality control testing platform for AI agents. The Service tests Customer's Target Agents by sending automated test interactions, grading responses, and producing Journals with quality scores, findings, and recommendations. The Service operates in two primary modes: Intelligent Mode (dynamic, LLM-powered testing) and Suite Mode (repeatable regression testing from predefined test suites).
THE SERVICE USES ARTIFICIAL INTELLIGENCE AND LARGE LANGUAGE MODELS TO GENERATE TEST RESULTS. CUSTOMER ACKNOWLEDGES AND AGREES THAT:
(a) Test Results are generated by AI systems and are probabilistic in nature. They do not constitute guarantees, certifications, or warranties regarding the quality, safety, security, or fitness for purpose of Customer's Target Agent.
(b) Test Results may contain inaccuracies, false positives, false negatives, or incomplete assessments. The Service may fail to detect defects, vulnerabilities, or issues present in Customer's Target Agent.
(c) Test Results should be used as one input among many in Customer's quality assurance process and are not a substitute for comprehensive testing, security audits, code reviews, or professional evaluation.
(d) The quality and accuracy of Test Results depend on factors outside Company's control, including the behavior of Customer's Target Agent, the quality of test suite definitions provided by Customer, and the performance of third-party LLM Providers.
(e) Company does not guarantee that use of the Service will ensure compliance with any law, regulation, industry standard, or contractual obligation.
Company will use commercially reasonable efforts to make the Service available, but does not guarantee uninterrupted or error-free operation. The Service may be temporarily unavailable due to maintenance, updates, or circumstances beyond Company's control.
Company reserves the right to modify, update, or discontinue any feature or functionality of the Service at any time. Company will provide reasonable notice of material changes that adversely affect Customer's use of the Service. Continued use of the Service after such changes constitutes acceptance.
Support is provided according to Customer's Subscription Plan, as described at runqc.ai/pricing. Company does not guarantee response times except where expressly committed in a separate service level agreement.
The Service offers integrations with third-party platforms (e.g., GitHub). By enabling an integration, Customer authorizes Company to: (a) access the data reasonably required to operate the integration; and (b) post Service outputs (including check results, quality scores, summaries, and links to Test Results) to the third-party surfaces Customer connects. Customer acknowledges that content posted to connected surfaces is subject to the visibility settings of those surfaces (which may include publicly visible repositories) and that Customer is responsible for those settings. Use of an integration is also subject to the applicable third-party platform's terms.
Customer shall use the Service only for lawful purposes and in compliance with all applicable laws, regulations, and these Terms.
Customer represents and warrants that: (a) Customer has all necessary rights and authorizations to submit its Target Agent for testing; (b) Customer's Target Agent endpoint is owned or controlled by Customer, or Customer has obtained written permission from the owner to test it; (c) Customer will not use the Service to test endpoints belonging to third parties without authorization.
Customer shall not:
(a) Use the Service to conduct unauthorized penetration testing, denial-of-service attacks, or any form of unauthorized access against any system;
(b) Use the Service to violate the terms of service of any third-party system, including any LLM Provider;
(c) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or internal structure of the Service;
(d) Modify, adapt, translate, or create derivative works based upon the Service;
(e) Sublicense, resell, lease, or otherwise make the Service available to third parties except as expressly permitted;
(f) Remove, alter, or obscure any proprietary notices, labels, or marks on the Service;
(g) Circumvent or attempt to circumvent any usage limits, rate limits, budget caps, or other technical measures implemented by the Service;
(h) Use the Service to develop a competing product or service;
(i) Transmit any malware, viruses, or harmful code through the Service;
(j) Use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use of the Service;
(k) Use the Service to process, store, or transmit data that is subject to the International Traffic in Arms Regulations (ITAR) or Export Administration Regulations (EAR) without Company's prior written consent;
(l) Submit test endpoints that intentionally generate illegal content, child sexual abuse material, or content that violates applicable law.
When using BYOK configuration, Customer is solely responsible for: (a) the validity and security of their LLM Provider API keys; (b) compliance with the terms of service of the applicable LLM Provider; (c) all costs incurred with the LLM Provider; and (d) ensuring their API keys have sufficient quota and permissions.
Customer's use of the Service is subject to the usage limits, rate limits, and quotas defined by their Subscription Plan. Company reserves the right to throttle or suspend access if Customer's usage materially exceeds reasonable usage patterns or threatens the stability of the Service for other customers.
The Service is offered under multiple Subscription Plans (Free, Pro, Business, Founding Partner, and Enterprise) with varying features, credit allocations, seat limits, and pricing as described at runqc.ai/pricing. Plan details are incorporated into these Terms by reference.
Test runs consume Credits based on the run type and LLM key mode:
| Run Type | BYOK Credits | Platform-Managed Credits |
|---|---|---|
| Suite Mode | 1 | 2 |
| Intelligent/Hybrid Mode | 2 | 10 |
Credits are pre-deducted before each Run. If Customer has insufficient credits and is on the Free plan (hard cap), the Run will be rejected. Paid plans may incur overage charges as specified in their Subscription Plan terms.
Included monthly credits reset at the beginning of each billing period. Unused credits do not roll over to subsequent billing periods.
Subscription fees are billed monthly or annually in advance through Stripe. Overage charges, if applicable, are billed at the end of each billing period. All fees are stated in United States Dollars (USD).
All fees are exclusive of taxes, levies, or duties imposed by taxing authorities. Customer is responsible for all applicable taxes, except for taxes based on Company's net income.
Company may modify pricing upon thirty (30) days' prior written notice. Price changes will take effect at the start of the next billing period following the notice period.
Paid Subscription Plans automatically renew for successive periods of the same duration unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current period.
Customer may cancel their Subscription Plan at any time through the Stripe Customer Portal or by contacting support. Upon cancellation, Customer's subscription will remain active through the end of the current paid billing period. No refunds will be issued for partial billing periods, unused credits, or pre-paid subscription fees, except as required by applicable law.
Upon downgrading to a lower-tier plan, features, credit allocations, seat limits, and limits on viewing Journals and Test Results will adjust to the new plan's specifications at the start of the next billing period. Customer is responsible for ensuring their usage conforms to the lower-tier limits. Downgrading does not cause Journals or Test Results to be deleted; Journals and Test Results outside the new plan's viewing limits remain stored as described in Section 7.4.
The Free tier is provided at no charge and is subject to hard credit caps, reduced feature access, and limited access to older Test Results as described in Section 7.4. Company reserves the right to modify or discontinue the Free tier at any time with thirty (30) days' notice.
Company may, at its discretion, grant promotional, beta, referral, or other bonus credits ("Promotional Credits"). Promotional Credits have no cash value, are non-transferable and non-refundable, and may be modified, expired, or revoked by Company at any time at its sole discretion. Promotional Credits are consumed before purchased or plan-included credits. Revocation of Promotional Credits does not affect credits included in a paid Subscription Plan or purchased by Customer.
As between the parties, Customer retains all rights, title, and interest in and to Customer Data. Customer grants Company a limited, non-exclusive, worldwide license to use, process, store, and transmit Customer Data solely to provide, maintain, and improve the Service.
Test Results are generated by the Service using AI and are derived in part from Customer Data. Customer receives a non-exclusive license to use Test Results for Customer's internal business purposes. Company retains ownership of the underlying algorithms, methodologies, and system architecture used to generate Test Results.
Company may create aggregated, anonymized, and de-identified data derived from Customer's use of the Service ("Aggregated Data"). Company owns all rights in Aggregated Data and may use it for any lawful purpose, including product improvement, benchmarking, and research, provided that Aggregated Data cannot reasonably be used to identify Customer or any individual.
If Customer provides suggestions, ideas, enhancement requests, or other feedback regarding the Service ("Feedback"), Company may use such Feedback without restriction or obligation to Customer.
The Service, including all software, algorithms, models, interfaces, documentation, and trademarks, is the proprietary property of Company and is protected by Intellectual Property Rights. Nothing in these Terms grants Customer any right, title, or interest in the Service except the limited right to use the Service in accordance with these Terms.
Customer shall not: (a) copy, modify, or distribute any part of the Service's source code, algorithms, or documentation; (b) use the Company's trademarks, logos, or branding without prior written permission; (c) represent or imply any endorsement by Company of Customer's products or services without express written authorization.
Company's collection, use, and disclosure of personal information is governed by the Privacy Policy.
To the extent Company processes personal data on behalf of Customer, the Data Processing Agreement is incorporated by reference.
The Service uses third-party LLM Providers (currently OpenAI and Anthropic) as sub-processors. Customer acknowledges that test interactions with Target Agents are processed through these LLM Providers and are subject to their respective terms of service and privacy policies. A current list of sub-processors is maintained in the Data Processing Agreement.
Journals and Test Results are not deleted on a retention schedule. Company stores Journals and Test Results for the lifetime of Customer's Account, subject to Section 7.5, Section 13.5, the Data Processing Agreement, and any deletion request made by Customer.
Company may, in its sole discretion, grant extended limits to a specific Account during the Beta Program, for the period Company specifies ("Extended Beta Access"). Accepting the Beta Program Agreement does not by itself grant Extended Beta Access.
Customer's ability to view Journals and Test Results in the Service depends on Customer's Account:
| Account | Journal and Full Test Results Viewable | Run Summary Viewable |
|---|---|---|
| Free tier, without Extended Beta Access | 14 days from Journal creation | Account lifetime |
| Any Subscription Plan, while Extended Beta Access is in effect | No viewing limit | Account lifetime |
| Paid Subscription Plan | No viewing limit | Account lifetime |
For an Account on the Free tier without Extended Beta Access, a Journal and its full Test Results cannot be viewed from the Account after fourteen (14) days from the date the Journal is created, but they remain stored as described in this Section 7.4. A summary of each Run (the Run date, Run status, overall quality score and verdict, and finding counts) remains viewable. Viewing limits are determined by the Account's Subscription Plan and Extended Beta Access at the time of viewing, so if the Account is later granted Extended Beta Access or moves to a paid Subscription Plan, older Journals and Test Results become viewable again. Upon transition from the Beta Program to general availability, the viewing limits of the selected Subscription Plan apply.
Upon Account termination, Company will delete Customer Data within ninety (90) days, except as required by law or as necessary to comply with Company's legal obligations. Customer may request earlier deletion by contacting support.
The Service integrates with third-party LLM Providers. Customer acknowledges that: (a) use of the Service is subject to the availability and performance of these providers; (b) Company is not responsible for outages, errors, or changes in third-party LLM Provider services; (c) data transmitted to LLM Providers is subject to their respective terms and policies.
Payment processing is handled by Stripe, Inc. Customer's payment information is subject to Stripe's terms of service and privacy policy. Company does not store Customer's full payment card information.
Authentication is provided through AWS Cognito. Customer's authentication data is processed in accordance with AWS's terms of service and privacy policy.
"Confidential Information" means any non-public information disclosed by one party to the other in connection with these Terms, including business plans, technical data, product designs, pricing information, customer data, and trade secrets. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.
Each party agrees to: (a) protect the other party's Confidential Information using at least the same degree of care used to protect its own Confidential Information, but no less than reasonable care; (b) use Confidential Information only for purposes related to these Terms; (c) limit disclosure to employees and agents who need to know and are bound by confidentiality obligations at least as protective as this Section.
A receiving party may disclose Confidential Information if required by law, regulation, or court order, provided that the receiving party gives the disclosing party prompt written notice (to the extent legally permitted) and cooperates with the disclosing party's efforts to obtain protective treatment.
Each party represents and warrants that: (a) it has the legal power and authority to enter into these Terms; (b) these Terms constitute a valid and binding obligation; (c) its performance under these Terms does not violate any applicable law or regulation.
Company warrants that: (a) the Service will perform materially in accordance with its documentation; (b) Company will provide the Service in a professional and workmanlike manner consistent with generally accepted industry standards.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.2, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
COMPANY DOES NOT WARRANT THAT:
Customer acknowledges that: (a) the Service relies on large language models that are probabilistic and may produce inconsistent results across runs; (b) AI-generated findings may reflect biases present in the underlying models; (c) the Service's quality scores and verdicts are algorithmic assessments, not professional certifications; (d) Company does not control and is not responsible for the outputs of third-party LLM Providers.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR USE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR THE EXCLUSIONS IN SECTION 11.4, THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
FOR FREE TIER CUSTOMERS, COMPANY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED FIFTY UNITED STATES DOLLARS ($50.00 USD).
COMPANY SHALL HAVE NO LIABILITY FOR ANY CLAIM ARISING FROM OR RELATED TO:
The limitations in Section 11.2 shall not apply to: (a) either party's indemnification obligations under Section 12; (b) Customer's breach of Section 4 (Acceptable Use) or Section 6.5 (Company IP); (c) either party's breach of Section 9 (Confidentiality); (d) either party's gross negligence or willful misconduct; (e) Customer's obligation to pay fees.
The limitations and exclusions of liability set forth in this Section 11 are a fundamental element of the basis of the bargain between the parties. The Service would not be provided without such limitations.
Customer shall indemnify, defend, and hold harmless Company, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
(a) Customer's use of the Service in violation of these Terms;
(b) Customer Data, including any claim that Customer Data infringes or misappropriates any third party's Intellectual Property Rights;
(c) Customer's Target Agent, including any harm caused by the Target Agent to end users or third parties;
(d) Unauthorized testing of third-party systems or endpoints;
(e) Customer's breach of applicable law or regulation in connection with use of the Service;
(f) Actions taken by Customer based on Test Results or other Service outputs;
(g) Any claim by an Authorized User arising from Customer's management of their Account.
Company shall indemnify, defend, and hold harmless Customer from and against any third-party claim that the Service, as provided by Company and used in accordance with these Terms, infringes any United States patent, copyright, or trade secret of such third party. Company's obligations under this Section do not apply to claims arising from: (a) Customer's modification of the Service; (b) Customer's combination of the Service with materials not provided by Company; (c) Customer's use of the Service in violation of these Terms; or (d) Company's compliance with Customer's specifications or instructions.
The indemnified party shall: (a) promptly notify the indemnifying party of any claim; (b) give the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate in the defense at its own expense. Failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is materially prejudiced by such failure.
These Terms are effective upon Account creation and continue until terminated as provided herein.
Either party may terminate these Terms at any time by providing thirty (30) days' written notice. For paid Subscription Plans, termination takes effect at the end of the current billing period.
Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice; or (b) becomes insolvent, files for bankruptcy, or has a receiver appointed for a substantial part of its assets.
Company may immediately suspend Customer's access to the Service if: (a) Customer's Account is past due for more than fifteen (15) days; (b) Company reasonably believes Customer is violating these Terms or applicable law; (c) continued provision of the Service poses a security risk or may cause harm to Company, the Service, or other customers; or (d) required by law, regulation, or legal process.
Upon termination: (a) Customer's right to access the Service immediately ceases (subject to Section 13.2 for paid plans); (b) Customer shall pay all fees accrued prior to termination; (c) each party shall return or destroy the other party's Confidential Information; (d) Company will retain Customer Data for ninety (90) days following termination to allow Customer to export their data, after which Company will delete Customer Data in accordance with its standard data deletion practices.
Sections 6 (Data Rights and Ownership), 9 (Confidentiality), 10.3 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Indemnification), 13.5 (Effect of Termination), and 14 (General Provisions) shall survive termination of these Terms.
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.
Any dispute arising out of or relating to these Terms that cannot be resolved through good-faith negotiation within thirty (30) days shall be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitration shall be conducted in the State of Delaware. Judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of Intellectual Property Rights or Confidential Information.
To the maximum extent permitted by applicable law, Customer agrees that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.
Customer shall comply with all applicable export control laws and regulations. Customer shall not export, re-export, or transfer the Service or any technical data received from Company to any country, entity, or person to which such export or transfer is restricted or prohibited.
Customer may not assign or transfer these Terms or any rights hereunder without Company's prior written consent. Company may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void.
Neither party shall be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, war, terrorism, pandemic, natural disasters, government actions, failures of third-party services (including LLM Providers and cloud infrastructure providers), internet disruptions, or power outages.
Notices under these Terms shall be in writing and sent to the email address associated with Customer's Account (for notices to Customer) or to [email protected] (for notices to Company). Notices are deemed received one business day after sending by email.
These Terms, together with the Privacy Policy, Data Processing Agreement, Acceptable Use Policy, and any applicable Order Form or Beta Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, and agreements, whether oral or written.
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of the waiving party.
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.
These Terms do not confer any rights or remedies upon any person or entity other than the parties hereto.
Section headings are for convenience only and shall not affect the interpretation of these Terms.
For questions about these Terms, contact:
Syntaxa LLC
Email: [email protected]
Website: https://runqc.ai
These Terms of Service were last updated on September 14, 2026.