Terms of Service

Subject to the Agreement, Provider grants Customer a non-exclusive, non-transferable, revocable right to access and use the Services during the Term solely for Customer’s internal business purposes. Customer may permit its employees and individual contractors who need access to the Services to perform work on Customer's behalf to use the Services under Customer's account, provided that Customer is responsible for their compliance with the Agreement (each, an “Authorized User”). Customer is responsible for its account, API keys, and credentials, for all activity under them, and for maintaining their security. Provider may update, modify, or discontinue features of the Services at any time; provided that Provider will use commercially reasonable efforts to give Customer at least thirty (30) days' prior notice before discontinuing any material feature. Provider may suspend access where it reasonably believes suspension is necessary to prevent harm, protect the Services, or address a violation of the Agreement or applicable law. Customer represents and warrants that it is duly organized and validly existing under the laws of its jurisdiction of formation and has the authority and legal right to enter into and perform its obligations under the Agreement. The individual who accepts these Terms represents and warrants that they are at least 18 years old and, where they accept on behalf of a company or other legal entity, that they are an authorized representative of that entity with full power and authority to bind it to the Agreement, in which case “Customer” means that entity.

Customer will pay the fees stated in the Order Form. Fees are payable monthly in advance, are non-cancelable, and, except as expressly stated in the Agreement, are non-refundable. Unless the Order Form states otherwise, Provider will invoice fees monthly in advance and Customer will pay each invoice within thirty (30) days after the invoice date. Where Customer orders through Provider’s website or online sign-up flow, Customer instead authorizes Provider and its payment processors to charge Customer’s designated payment method for all fees as they fall due, including on each renewal, until Customer cancels, and Customer will keep its payment details current. Overage is billed as stated in the Order Form. Amounts not paid when due accrue interest at 1.5% per month (or the maximum permitted by law, if lower), and Provider may suspend the Services for non-payment. Customer will reimburse Provider for reasonable costs of collection, including reasonable attorneys’ fees. Provider may change the fees effective as of the start of any renewal period or, where the Order Form provides a month-to-month term, as of the start of any monthly period, in each case on at least thirty (30) days’ prior notice to Customer. Customer may withhold an amount it disputes in good faith if it notifies Provider of the dispute in reasonable detail within fifteen (15) days after the invoice date and pays all undisputed amounts when due; amounts not disputed within that period are deemed accepted. Fees are exclusive of taxes; Customer is responsible for all taxes other than taxes on Provider’s net income, and if Customer is required by law to withhold or deduct any amount, Customer will increase the amount payable so that Provider receives the full amount it would have received absent the withholding or deduction.

Each calendar month during the Term, Customer receives the included credits stated in the Order Form. Credits are consumed at the rates published by Provider, currently available at https://abliteration.ai/pricing/#api-pricing (as updated from time to time). Unused credits roll over and do not expire while the Agreement remains in effect. Credits are consumed before any overage is billed. Credits have no cash value, are not a deposit, and are non-transferable. Upon expiration or termination of the Agreement for any reason, all unused credits are immediately forfeited and are not refundable or convertible to cash.

Customer will use the Services in compliance with all applicable laws and any acceptable use policy published by Provider from time to time and made available to Customer (an "Acceptable Use Policy"). The Services may automatically filter, reject, block, or refuse to process any input, and may decline to generate, or may modify or withhold, any output, that Provider determines may violate applicable law, infringe or misappropriate any third-party right, or breach the Agreement or any Acceptable Use Policy. Provider has no liability arising from any such filtering, refusal, or withholding. Customer is solely responsible for its inputs, its prompts, and its use of any outputs. Without limiting the foregoing and except as expressly set forth in this Agreement (including the Order Form), Customer shall not, and shall ensure that its Authorized Users do not, directly or indirectly: (a) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, in whole or in part; (b) reverse engineer, disassemble, decompile, or otherwise attempt to derive or gain access to any software component of the Services, or attempt to extract or reconstruct the model weights, architecture, or training data of the Services from any output; (c) circumvent or bypass rate limits, service limits, or security measures, including by creating multiple accounts; (d) remove any proprietary notices from the Services or any outputs; (e) use the Services in any manner that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (f) use the Services in any manner that materially interferes with, disrupts, or degrades the Services or Provider’s infrastructure, or that is intended to damage Provider’s systems; (g) combine or integrate the Services or any outputs with any software, technology, or materials in a manner that circumvents any filtering mechanism, rate limit, or other technical or security measure of the Services, or that causes the Services to be used outside the scope of the rights granted in Section 1; (h) use the Services, in whole or in part, to develop, build, train, or otherwise create any product or service that competes with the Services, provided that nothing in this clause (h) restricts Customer from independently developing any product or service without use of or reference to the Services, any output, or Provider’s non-public information; (i) attempt to conceal Customer's identity or the identity of its applications when requesting authorization to use the Services; or (j) use the Services or any output to train, fine-tune, distill, retrain, or otherwise develop or improve any machine-learning model, artificial intelligence system, or foundation model.

The Services use generative artificial intelligence and machine-learning models. Outputs are generated probabilistically and may be inaccurate, incomplete, out of date, offensive, or otherwise inappropriate, and may not reflect real people, places, or facts. Identical or similar inputs may produce different outputs, and outputs may not be unique to Customer; Provider may generate the same or similar output for other customers, and nothing in the Agreement restricts Provider from doing so or gives Customer any right in outputs generated for others. Outputs do not constitute legal, financial, medical, or other professional advice. Customer is responsible for evaluating outputs for accuracy, legality, and fitness for its intended use, and must not rely on outputs without independent verification and appropriate human review.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, INCLUDING ALL OUTPUTS, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT OUTPUTS WILL BE ACCURATE OR RELIABLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES, UNDER ANY THEORY OF LIABILITY, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO PROVIDER UNDER THE ORDER FORM IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. PROVIDER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY OF ITS ESSENTIAL PURPOSE.

As stated in the Order Form, Provider does not retain Customer input or output prompts and does not use Customer prompts to train models. Customer represents that it has all rights necessary to submit its inputs to the Services and, as between the parties, is responsible for its inputs and outputs. Provider may collect and generate data and information relating to Customer’s and its Authorized Users’ access to and use of the Services, including API call volumes, request and response metadata (such as timestamps, endpoints, model and account identifiers, latency, and token and credit consumption), configuration, log, telemetry, diagnostic, and error data, and feature-usage and performance metrics (“Usage Data”). Usage Data does not include Customer’s input or output prompts or the content of any input or output. Provider may collect and use Usage Data to operate, secure, support, and improve the Services or for its business purposes generally, provided that Provider will not publicly disclose Usage Data in a form that identifies Customer or any Authorized User.

Each party will protect the other’s non-public information disclosed under the Agreement using at least reasonable care, use it only to perform under the Agreement, and not disclose it except to personnel and advisors with a need to know who are bound by comparable obligations. The Services, the documentation for the Services, the fees, and the terms of each Order Form are Provider’s non-public information for purposes of this Section 9. This does not apply to information that is public, independently developed, or rightfully obtained without a duty of confidentiality. A party may also disclose the other’s non-public information to the extent required by law or by an order of a court or governmental authority, provided that, unless legally prohibited, it gives the other party prompt notice and reasonable cooperation to seek confidential treatment and discloses only the portion legally required. Either party may disclose the existence and terms of the Agreement on a confidential basis to its actual or bona fide prospective acquirers, investors, lenders, and their advisors for due diligence purposes. The obligations in this Section 9 continue for five (5) years after disclosure, except that obligations with respect to information constituting a trade secret under applicable law continue for so long as the information remains a trade secret. On written request following expiration or termination, each party will return or destroy the other’s non-public information in its possession, other than copies required by law or created by routine automated backup, which remain subject to this Section 9.

Provider and its licensors retain all right, title, and interest in and to the Services, including all underlying technology, models, algorithms, software, and documentation, and all improvements and derivative works thereof. No rights are granted to Customer except those expressly set out in the Agreement. As between the parties, Customer owns the inputs it submits and, subject to Provider's underlying intellectual property rights, the outputs generated by the Services from Customer's inputs. Customer grants Provider a non-exclusive, royalty-free, worldwide license to use Customer's inputs solely as necessary to provide the Services to Customer. Provider may collect and use Usage Data (as defined in Section 8) to operate, secure, support, and improve the Services, provided that Provider will not publicly disclose Usage Data in a form that identifies Customer or any Authorized User. If Customer provides Provider with suggestions, comments, or feedback regarding the Services, Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use and exploit that feedback for any purpose without restriction or obligation. Nothing in the Agreement transfers ownership of either party's pre-existing intellectual property to the other party.

The Agreement runs for the Term stated in the Order Form and may be terminated as stated there. Unless the Order Form states otherwise, the Agreement automatically renews for successive periods equal to the initial term stated in the Order Form unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term. Where the Order Form specifies a month-to-month term, either party may terminate on thirty (30) days’ written notice, effective at the end of the monthly period in which the notice period expires. Where Customer ordered through Provider’s website or online sign-up flow, Customer may give that notice through its account. Either party may terminate for the other’s material breach not cured within thirty (30) days of written notice specifying the breach in reasonable detail. Provider may terminate or suspend immediately for Customer’s breach of Sections 2 or 4. Either party may terminate immediately on notice if the other becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of a bankruptcy or similar proceeding not dismissed within sixty (60) days. On termination, Customer’s access ceases, all accrued fees become due, and unused credits are forfeited as set out in Section 3. Sections 2, 3 (solely as to forfeiture of unused credits), 5, 6, 7, 8, 9, 10, 12, 13, 14, and 15 survive termination.

Provider will defend Customer against any third-party claim alleging that the Services, as provided by Provider and used in accordance with the Agreement, infringe that third party’s intellectual property rights, and will indemnify Customer against damages and costs finally awarded against Customer or agreed in settlement by Provider (including reasonable attorneys’ fees) resulting from that claim. Provider has no obligation under the preceding sentence to the extent the claim arises from Customer’s inputs or any output, any product or service of Customer, use of the Services in breach of the Agreement, modification of the Services by anyone other than Provider, combination of the Services with materials not provided by Provider, or Customer’s continued use of a version of the Services after Provider has made a non-infringing version available. Provider may, at its option and expense, procure the right for Customer to continue using the Services, modify or replace the Services so they are non-infringing, or, if neither is commercially practicable, terminate the Agreement on notice and refund prepaid, unused fees. This paragraph states Provider’s entire liability and Customer’s sole and exclusive remedy for any claim of infringement or misappropriation of intellectual property rights. Customer will defend, indemnify, and hold harmless Provider and its affiliates, officers, and employees from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to Customer’s inputs, Customer’s use of the Services or any output, or Customer’s breach of the Agreement or violation of applicable law. The party seeking indemnity will promptly notify the other of the claim, provided that a failure to give prompt notice relieves the indemnifying party of its obligations only to the extent it is materially prejudiced; the indemnifying party will have sole control of the defense and settlement of the claim, provided that it may not settle in a manner that imposes any non-monetary obligation, admission of liability, or restriction on the indemnified party without that party’s prior written consent, not to be unreasonably withheld; and the indemnified party will provide reasonable cooperation at the indemnifying party’s expense and may participate in the defense at its own expense with counsel of its choosing.

The Agreement is governed by the laws of the State of California, without regard to conflict-of-laws rules. The state and federal courts located in Santa Clara County, California have exclusive jurisdiction over any dispute, and each party consents to that jurisdiction and venue. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. The UN Convention on Contracts for the International Sale of Goods does not apply.

Each party will comply with applicable export control, economic sanctions, and import laws, including those administered by the U.S. Department of Commerce, the U.S. Department of the Treasury’s Office of Foreign Assets Control, and the U.S. Department of State. Customer represents that it is not, and is not owned or controlled by or acting on behalf of, a person on any U.S. government restricted-party list or organized or resident in a comprehensively sanctioned jurisdiction. Customer will not use, export, re-export, or provide access to the Services or any output in violation of those laws, to any restricted party or comprehensively sanctioned jurisdiction, or for any end use prohibited by those laws, including nuclear, chemical, or biological weapons proliferation, missile technology, or restricted military or intelligence end uses, and will obtain any license or authorization required for its use of the Services. The Services are “commercial products” and “commercial computer software” as defined in FAR 2.101, developed solely at private expense, and any use by or on behalf of the U.S. government is subject to the restrictions in the Agreement to the extent consistent with federal law.

The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior discussions. Amendments to an Order Form must be in writing and signed by both parties. Provider may modify these Terms at any time by posting the modified Terms at https://abliteration.ai/terms-of-service. Provider will give Customer at least thirty (30) days’ notice before a modification that materially and adversely affects Customer’s rights takes effect, by email to the address associated with Customer’s account, by notice within the Services, or by posting the modified Terms with a future effective date; any other modification takes effect when posted. Provider may make a modification effective immediately where Provider reasonably determines it is required by law or necessary to address a security or safety risk (an “Immediate Change”). Customer’s continued access to or use of the Services on or after the effective date of a modification constitutes acceptance of it, and if Customer does not agree, Customer must stop using the Services and may terminate under Section 11 before that date. Where an Order Form states a committed term, the version of these Terms in effect on that Order Form’s effective date continues to govern that Order Form until the end of its then-current term, other than an Immediate Change, and the version of these Terms then in effect applies from the start of each renewal term. Provider may update any Acceptable Use Policy upon at least thirty (30) days’ prior notice to Customer, and continued use of the Services after the effective date of such update constitutes acceptance. Customer may not assign the Agreement without Provider’s prior written consent; Provider may assign the Agreement. Any attempted assignment in breach of this provision is void. Neither party is liable for delays or failures caused by events beyond its reasonable control (other than a payment obligation); provided that the affected party gives prompt notice and uses commercially reasonable efforts to mitigate the effect of the event. The parties are independent contractors. If any provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will remain in effect. No waiver is effective unless in writing and signed by the waiving party. All notices under the Agreement must be in writing and sent to the address or email specified in the Order Form or, where Customer ordered through Provider’s website or online sign-up flow, to the email address associated with Customer’s account, and are effective upon receipt (or, for email, on the date sent if sent during the recipient’s business hours and no bounce-back or delivery-failure message is received, and otherwise on the next business day).