Terms of Service

This Terms of Use Agreement ("Agreement") is a legally binding agreement between you, whether individually or on behalf of an entity ("you," "your," "user," or "customer"), and Open Research, Inc., a Delaware corporation doing business as Open Inference, together with its affiliates ("Open Inference," "Company," "we," "us," or "our"). It governs your access to and use of our platform at www.openinference.ai and any related website, application, or media channel (collectively, the "Platform"). The Platform provides a large-model inferencing service (the "Services"). Any supplemental terms, documents, or policies we post are incorporated into this Agreement by reference.

We make no representation that the Platform is appropriate or available in locations outside those where we operate it. The Platform is not directed to any person or entity in any jurisdiction where such access or use would be unlawful or would subject us to any registration requirement. Anyone who accesses the Platform from such locations does so on their own initiative and is responsible for compliance with local law.

The Platform is not designed to meet the requirements of industry-specific regulations such as HIPAA or FISMA, and you should not use it to process data subject to those regimes.

You must be at least 18 years old (and not a minor in the jurisdiction where you reside) to register for or use the Platform.

BY ACKNOWLEDGING ACCEPTANCE DURING REGISTRATION (IF APPLICABLE) AND/OR BY CONTINUING TO USE THE PLATFORM, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ACCEPTING ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE PLATFORM OR THE SERVICES.

1. License

We grant you a non-exclusive right to access and use the Services during the term for which you have ordered them. This includes the right to use our application programming interfaces ("APIs") to integrate the Services into your own interfaces, applications, products, or services (each a "Customer Application") and to make Customer Applications available to your end users. The "Services" include anything we make available for purchase or use, together with our associated software, tools, developer services, documentation, and websites.

2. Third-Party Models

Through the Platform you may access multiple third-party open-source and/or proprietary pre-trained machine-learning models, including their algorithms and weights. Each model is subject to its own license and may carry its own restrictions, which we will make available for your review before you access the model. You agree to comply with those licenses and restrictions and to ensure that end users of any Customer Application are likewise bound to comply. The models are provided "as is," without warranty of any kind, and your use of them is solely at your own risk.

3. Purchases; Payment

We bill you through an online billing account. Current pricing is described on our pricing page on the Platform. You agree to pay all charges at the prices then in effect for any Services purchased through your billing account, and you authorize us to charge your chosen payment provider. If you order a product or service subject to recurring charges, you consent to our charging your payment method on a recurring basis until you cancel. For some users we may bill in arrears based on usage. Automatic top-ups may apply when your balance reaches a specified threshold.

We may correct any pricing errors even after a payment has been requested or received, and we may change prices at any time. All payments are in U.S. dollars. Charges not disputed within 60 days of the charge date are conclusively deemed accurate.

You may be required to prepay through the purchase of service credits, or we may grant promotional service credits from time to time; all service credits are subject to our pricing page.

Fees are exclusive of taxes, and you will pay or reimburse us for all applicable sales, use, export, import, and similar taxes and duties (other than taxes on our income). You agree to provide legally sufficient tax-exemption certificates for any jurisdiction in which you claim exemption.

4. Delinquency

Your account is delinquent if a billed amount remains unpaid at the start of the next accounting cycle. Accounts delinquent for more than 30 days may be suspended, archived, or purged, and we may charge a fee to restore archived data. Where we bill by invoice, full payment is due within 30 days of the invoice mailing date, failing which the Services may be terminated. Unpaid balances accrue interest at 1% per month (or the maximum permitted by law), and you are responsible for the costs of collection, including reasonable attorneys' fees.

5. Refund Policy

All transactions are final, and no refunds are issued.

6. Cancellation

To cancel Services ordered on a subscription basis, follow the process specified on the Platform. If you cancel, your Services continue through the end of the current subscription term. If you do not cancel as required, we will automatically renew for the same term and charge your payment method on file beginning on the first day of the renewal term.

7. User Representations

By using the Services, you represent and warrant that: (a) your registration information is truthful, accurate, current, and complete, and you will keep it so; (b) you will keep your password and API key confidential and are responsible for all activity under your account; (c) you are not a minor in your jurisdiction of residence; and (d) your use does not violate any applicable law or regulation.

You may not let anyone else use your account, or share your login, password, or API key, unless you hold a business account that expressly permits it. You must notify us immediately of any security breach or unauthorized use. Creating multiple free accounts, or registering using disposable email addresses, is prohibited.

You are responsible to us for any violation of this Agreement by your employees, agents, anyone you give access to, or anyone who accesses your account because you failed to use reasonable security precautions, to the same extent as if you had committed the violation yourself, and including any fees arising from such use, even where unauthorized.

8. Customer Content

You and the users of your Customer Applications may submit input to the Platform ("Input") and receive output generated from that input ("Output") (together, "Customer Content"). As between you and us, and to the extent permitted by law, you retain all ownership rights in your Input and own all Output. We process and store Customer Content in accordance with our Privacy Policy. You are responsible for all Input and represent that you have all rights, licenses, and permissions necessary to provide it. Because of the nature of machine learning, Output may not be unique, and other users may receive similar content; content generated for other users is not your Output regardless of similarity.

By submitting Input, you grant us a non-exclusive, royalty-free, fully paid, worldwide license to use, copy, translate, and transmit it for the purpose of providing the Services. We may also use Customer Content to provide, maintain, develop, and improve the Services, comply with law, enforce our terms, and keep the Services safe.

Training opt-out. If you do not want us to use your Customer Content to train our models, or to share it with third parties for their business purposes, you may opt out by following the instructions on the Platform. Opting out may limit our ability to tailor the Services to your specific use case.

9. Output Accuracy

Output may not always be accurate. Given the probabilistic nature of machine learning, Output may not accurately reflect real people, places, or facts. You should not rely on Output as a sole source of truth or as a substitute for professional advice. You must evaluate Output for accuracy and appropriateness, including human review where appropriate, before using or sharing it. You must not use any Output relating to an individual for any purpose that could have a legal or material effect on that person, including decisions about credit, education, employment, housing, insurance, legal matters, or medical care. Output may be incomplete, incorrect, or offensive and does not represent our views, and any reference to third-party products or services does not imply endorsement or affiliation.

10. Content Representations

You represent and warrant that your intended and actual use, creation, and possession of Input and Output does not violate any applicable federal, state, or foreign law, and in particular that your content does not:

• defame, libel, or slander any person;
• advocate the violent overthrow of a government;
• incite, encourage, or threaten physical harm against another;
• ridicule, intimidate, harass, or abuse anyone;
• contain obscene, lewd, or offensive material;
• violate any third party's privacy or publicity rights;
• infringe any copyright, patent, trademark, trade secret, or moral right;
• incorporate the name or likeness of an identifiable real person without that person's consent;
• violate any law concerning child sexual abuse material or the protection of minors, or be used in furtherance of any such violation;
• disseminate intentionally offensive, divisive, or inflammatory content, particularly in connection with race, national origin, gender, sexual orientation, or disability; or
• be otherwise objectionable as determined by us.

You further represent that you have all licenses, rights, consents, and permissions necessary to authorize our use of your Input, and that you will not represent that Output was human-generated.

We may take steps we reasonably believe necessary to enforce or verify compliance with this Agreement. Without liability to you, we may access, preserve, and disclose your account information and Customer Content to law enforcement, government officials, or third parties where we believe in good faith it is reasonably necessary to comply with legal process, enforce this Agreement, address security or fraud, or protect the rights, property, or safety of Open Inference, our users, or the public.

You are responsible for obtaining from end users of your Customer Applications any rights we need to perform actions permitted under this Agreement, and you represent that you have obtained them.

11. Security

We maintain an information-security program, including internal policies and procedures, designed to protect the Services and Customer Content against accidental or unlawful loss, access, or disclosure; to identify reasonably foreseeable risks; and to minimize security risks through regular assessment and testing.

12. Submissions

Any questions, comments, suggestions, ideas, or other feedback about the Platform or the Services ("Submissions") are non-confidential and become our sole property. We (and our designees) may use and disseminate them for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

13. Prohibited Activities

You and the end users of any Customer Application may use the Platform only for the purposes for which we make it available. Prohibited activities include, without limitation:

• criminal or tortious activity;
• systematically retrieving content to build a collection or database without our written permission;
• collecting usernames or email addresses to send unsolicited messages, or creating accounts by automated means or under false pretenses;
• tricking, defrauding, or misleading us or other users, including attempts to obtain passwords or API keys;
• automated use of the system, including data mining, robots, or scrapers;
• interfering with or placing undue burden on the Platform or connected networks;
• impersonating another user or person;
• selling or transferring your profile;
• using information from the Platform to harass, abuse, or harm anyone;
• using the Services or Output to compete with us or to operate a service bureau;
• deciphering, decompiling, disassembling, or reverse-engineering any Platform software;
• bypassing measures designed to restrict access;
• harassing or threatening our employees or agents;
• removing any copyright or proprietary-rights notice;
• using or distributing any unauthorized automated system, spider, bot, scraper, or script; or
• mining cryptocurrency using Platform resources.

You must use the Services only for lawful purposes and in compliance with all applicable U.S., state, local, and international laws, including the CAN-SPAM Act, Canada's Anti-Spam Legislation, and laws governing privacy, advertising, sweepstakes, charitable solicitation, and consumer protection. You may not use the Services for unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, the Fair Credit Reporting Act, or the Equal Credit Opportunity Act.

14. Intellectual Property Rights

As between you and us, Customer Content is owned by you. Excluding Customer Content, all content on the Platform ("Company Content") and all trademarks, service marks, and logos ("Marks") are owned by or licensed to us or to third parties and are protected under U.S. and foreign intellectual-property laws. Company Content includes all source code, databases, functionality, software, designs, audio, video, text, photographs, and graphics. Our Marks may not be used in connection with any product or service in a manner likely to cause confusion, or copied or imitated, without our prior written permission.

Company Content is provided "AS IS" for your information and personal use only and may not be copied, reproduced, aggregated, distributed, transmitted, sold, licensed, or otherwise exploited without the prior written consent of the respective owners. Subject to your eligibility, we grant you a limited license to access and use the Platform and Company Content and to download or print a copy of any portion to which you have properly gained access, solely for your personal, non-commercial use. We reserve all rights not expressly granted.

15. Third-Party Platforms and Content

The Platform may contain links to third-party platforms, models, applications, and content ("Third-Party Materials"). We do not investigate, monitor, or verify Third-Party Materials and are not responsible for their content, accuracy, or practices. Inclusion or linking does not imply endorsement. If you access or use any Third-Party Materials, you do so at your own risk and under that third party's terms and policies; any purchases you make are solely between you and the applicable third party.

16. Software License

Subject to any application-specific terms, we grant you a personal, non-exclusive, non-transferable, limited license to use software we provide as part of the Services in accordance with this Agreement, provided that you do not (and do not permit anyone else to) copy, modify, rent, loan, distribute, create derivative works of, reverse-engineer, decompile, sell, sublicense, assign, or otherwise transfer any right in the software, or otherwise exploit the Services in any unauthorized way. Unauthorized use of the software may subject you to civil and criminal penalties, including for copyright infringement.

You may from time to time receive software updates, bug fixes, enhancements, or new versions, which may be downloaded and installed automatically, and you agree to receive and install them as required. Some software may be offered under an open-source license whose terms may expressly override portions of this Agreement.

17. Site Management

We reserve the right, but have no obligation, to: monitor the Platform for violations; take legal action against anyone who, in our sole discretion, violates this Agreement, including reporting them to law enforcement; refuse, restrict, or disable any content that may violate this Agreement or our policies; remove or disable content that is excessive in size or burdensome to our systems; and otherwise manage the Platform to protect our rights and property and the proper functioning of the Platform.

18. Privacy

We care about user privacy. Please review our Privacy Policy. By using the Platform or Services, you consent to the transfer and processing of your personal data in the United States and to the terms of our Privacy Policy. If you use the Services to process personal data, you must provide legally adequate notices, obtain necessary consents, and process such data in accordance with applicable law.

19. Term and Termination

This Agreement remains in effect while you use the Platform. You may terminate at any time by following the account-closure instructions in your settings or by contacting us. Once you delete your account, you may not be able to reactivate it or retrieve your content.

WITHOUT LIMITING ANY OTHER PROVISION, WE MAY, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO THE PLATFORM AND SERVICES TO ANY PERSON FOR ANY REASON OR NO REASON, AND MAY TERMINATE YOUR ACCESS, DELETE YOUR PROFILE, AND REMOVE YOUR CONTENT AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

To protect the integrity of the Platform, we may block certain IP addresses at any time in our sole discretion. Any provisions that by their nature should survive termination will survive for as long as necessary.

CERTAIN STATES ALLOW YOU TO CANCEL THIS AGREEMENT, WITHOUT PENALTY, AT ANY TIME PRIOR TO MIDNIGHT OF OUR THIRD BUSINESS DAY FOLLOWING THE DATE OF THIS AGREEMENT, EXCLUDING SUNDAYS AND HOLIDAYS. TO CANCEL, CONTACT US USING THE INFORMATION BELOW OR USE YOUR ACCOUNT SETTINGS. THIS APPLIES ONLY TO RESIDENTS OF STATES WITH SUCH LAWS.

If we terminate or suspend your account for any reason, you may not register a new account under your own name, a fake or borrowed name, or the name of any third party. We also reserve the right to pursue civil, criminal, and injunctive remedies.

20. Modifications

To this Agreement. We may modify this Agreement from time to time. Updated versions will be posted on the Platform with a revised date, and you agree to be bound by changes once you use the Services after they take effect. We may, at our discretion, notify users by email. Please review this Agreement periodically and keep your contact information current. Modifications are effective upon posting.

To the Services. We may modify or discontinue the Services (in whole or in part), temporarily or permanently, with or without notice, and we are not liable to you or any third party for any such modification, suspension, or discontinuance.

21. Disputes

This Agreement and any dispute arising out of or relating to the Platform or the Services are governed by the laws of the State of California, excluding its conflicts-of-law rules. Any legal action by or against us must be brought solely in the federal or state courts located in or with jurisdiction over Alameda County, California; provided that we may, at our sole discretion, seek injunctive relief to enforce this Agreement or to stop infringement of proprietary or third-party rights in any court of competent jurisdiction. You consent to personal jurisdiction and venue in those courts and waive any objection to them. Application of the U.N. Convention on Contracts for the International Sale of Goods and of the Uniform Computer Information Transaction Act is excluded. No claim related to the Platform or Services may be brought more than two (2) years after the cause of action arose. You will be liable for our reasonable attorneys' fees and costs if we must take legal action to enforce this Agreement.

22. Corrections

The Platform may contain typographical errors, inaccuracies, or omissions relating to service descriptions, pricing, or availability. We reserve the right to correct any such errors and to update information at any time without prior notice.

23. Disclaimers

We cannot control the nature of all content available on the Platform, and we do not endorse, warrant, or assume responsibility for any third-party content or for the conduct of any user.

YOUR USE OF THE PLATFORM AND SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, OPEN INFERENCE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF THE PLATFORM'S CONTENT OR OUTPUT AND ASSUME NO LIABILITY FOR (A) ERRORS OR INACCURACIES IN CONTENT OR OUTPUT, (B) PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM YOUR USE, (C) UNAUTHORIZED ACCESS TO OUR SERVERS OR ANY STORED INFORMATION, (D) INTERRUPTION OF TRANSMISSION, (E) BUGS, VIRUSES, OR THE LIKE TRANSMITTED BY ANY THIRD PARTY, OR (F) ANY LOSS OR DAMAGE ARISING FROM USE OF ANY CONTENT OR OUTPUT MADE AVAILABLE VIA THE PLATFORM. WE DO NOT WARRANT OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCT OR SERVICE.

24. Limitation of Liability

IN NO EVENT WILL OPEN INFERENCE OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOSS OF DATA, ARISING FROM YOUR USE OF THE PLATFORM OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY, OUR TOTAL LIABILITY FOR ANY CAUSE AND REGARDLESS OF THE FORM OF ACTION WILL AT ALL TIMES BE LIMITED TO THE AMOUNT YOU PAID US FOR THE SERVICES DURING THE THREE (3) MONTHS PRIOR TO THE INITIAL CAUSE OF ACTION, BUT IN NO CASE LESS THAN $100.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OF CERTAIN DAMAGES. IF THOSE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

25. Indemnification

You agree to defend, indemnify, and hold harmless Open Inference, its subsidiaries and affiliates, and their respective officers, agents, partners, and employees from any loss, damage, liability, claim, or demand, including reasonable attorneys' fees, made by any third party arising out of your Customer Content, your use of the Services, your breach of this Agreement, or your breach of your representations and warranties. We will use reasonable efforts to notify you of any such claim upon becoming aware of it.

26. Notices

Unless stated otherwise, notices to us must be sent by email to the address in the Contact section below. Notices to you will be sent to the email address you provided at registration. Notice is deemed given 24 hours after the email is sent, unless the sender is notified that the address is invalid. We may also send notices by regular mail.

27. Electronic Contracting

Your use of the Services includes the ability to enter into agreements and transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. You may need certain hardware and software to access and retain your electronic records, which are your responsibility.

28. Trade Controls

You must comply with all applicable trade laws, including sanctions and export-control laws. The Services may not be used in or for the benefit of, or exported or re-exported to, any U.S.-embargoed country or territory, or any individual or entity with whom dealings are prohibited under applicable trade laws. The Services may not be used for any prohibited end use, and your Input may not include material that requires a government license for release or export.

29. Government Users

If you are a U.S. government entity, you acknowledge that any software and documentation are "Commercial Items" as defined at 48 C.F.R. 2.101 and are licensed to U.S. government end users as commercial computer software subject to the restricted rights described at 48 C.F.R. 2.101 and 12.212.

30. Miscellaneous

This Agreement constitutes the entire agreement between you and us regarding the Services. Our failure to enforce any right or provision is not a waiver. Section titles are for convenience only. This Agreement operates to the fullest extent permissible by law. You may not assign this Agreement or your account without our written consent; we may assign any or all of our rights and obligations at any time. We are not liable for any failure or delay caused by events beyond our reasonable control. If any provision is held unlawful or unenforceable, it is severable and does not affect the remaining provisions. Upon our request, you will provide documentation necessary to verify your compliance. This Agreement will not be construed against us by virtue of our having drafted it, and you waive any defenses based on its electronic form or the absence of signatures.

31. Contact Us

To resolve a complaint or to obtain further information about the Services, contact us at:

Email: markian@openinference.ai

If your complaint is not satisfactorily resolved and you are a California resident, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at 1-800-952-5210.