Terms of Service

1. Eligibility and business use

The Services are intended for use by business and professional users. By accessing or using the Services, you represent that you have the authority to bind the organization on whose behalf you are acting and that such organization accepts these Terms. If you do not have such authority, or if you do not agree to these Terms, you must not use the Services.

2. Accounts and security

• You may be required to create an account to access certain features. You agree to provide accurate and complete information and to keep it up to date.
• You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account.
• You must promptly notify us of any actual or suspected unauthorized access to or use of your account.

3. Inputs, Outputs, and responsibility

You and your organization may provide prompts, data, files, and other content to the Services ("Input"). In response, the Services may generate content, recommendations, or other results ("Output"). As between you and AI Soup, and subject to payment of applicable fees, your organization generally owns the rights it has in Inputs and Outputs, to the extent permitted by applicable law and any third-party rights.

You are solely responsible for:

• the accuracy, quality, and legality of Inputs,
• obtaining all necessary permissions to submit Inputs to the Services, and
• reviewing and validating Outputs before relying on or acting on them, especially in regulated or high-risk contexts.

You understand that AI systems are probabilistic and may generate inaccurate or inappropriate content. Outputs are provided for assistance and should not be treated as professional advice without appropriate human review.

4. Acceptable use

You agree not to use the Services to:

• violate any applicable law or regulation;
• infringe or misappropriate the intellectual property, privacy, or other rights of any person;
• generate or disseminate content that is illegal, harmful, deceptive, harassing, or hateful;
• develop or deploy weapons, surveillance that circumvents privacy protections, or systems that may lead to serious physical or economic harm;
• attempt to reverse engineer or extract source code or model weights from the Services, except to the extent such restriction is prohibited by law;
• interfere with or disrupt the integrity or performance of the Services or third-party data contained therein;
• bypass or attempt to bypass any security or access controls; or
• misrepresent Outputs as being produced by a human where disclosure is legally required.

We may suspend or terminate access to the Services if we reasonably believe that you or your organization are violating these restrictions.

5. Intellectual property

The Services, including underlying software, models, algorithms, user interfaces, and all related intellectual property, are owned by AI Soup Technologies or our licensors and are protected by copyright and other laws. Except for the limited rights expressly granted in these Terms or a separate written agreement, we reserve all rights, title, and interest in and to the Services.

If you choose to provide feedback or suggestions, you grant us a non-exclusive, irrevocable, royalty-free, worldwide license to use and incorporate that feedback into our products and services without restriction.

6. Fees and payment

If your organization purchases paid Services, pricing and payment terms will be set out in an applicable order form, proposal, or master agreement. Unless otherwise stated, all fees are non-refundable and exclusive of any applicable taxes, which are your responsibility.

We may suspend or limit access to the Services if invoices are overdue, subject to any cure periods or other terms in the governing agreement.

7. Confidentiality and data protection

Each party may receive confidential or proprietary information of the other in connection with the Services. Both parties agree to use such information only for the purposes of the business relationship and to protect it with at least reasonable care. These obligations continue after termination of the relationship.

Our processing of personal information is described in our Privacy Policy. Where required, a separate Data Processing Addendum or similar agreement will govern our processing of personal data on behalf of customers.

8. Disclaimers

THE SERVICES AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AI SOUP TECHNOLOGIES DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE, OR THAT OUTPUTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR YOUR PARTICULAR USE CASE. YOU ARE RESPONSIBLE FOR IMPLEMENTING APPROPRIATE CONTROLS AND HUMAN REVIEW.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER AI SOUP TECHNOLOGIES NOR ITS AFFILIATES OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE AMOUNT PAID BY YOUR ORGANIZATION TO AI SOUP TECHNOLOGIES FOR THE SERVICES THAT GAVE RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Indemnification

You agree to indemnify and hold harmless AI Soup Technologies and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services or Outputs; (b) your Inputs or other content you provide; or (c) your violation of these Terms or applicable law.

11. Termination and suspension

We may suspend or terminate your access to the Services if you or your organization materially breach these Terms or a governing agreement, use the Services in a way that may cause harm, or where we are required to do so by law or by a third-party provider.

Upon termination, your right to use the Services will cease, but sections that by their nature should survive (including ownership provisions, confidentiality, disclaimers, limitations of liability, and indemnification) will remain in effect.

12. Governing law and disputes

These Terms are governed by the laws of the State of California, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms or the Services will be resolved in the state or federal courts located in Alameda County, California, and you and your organization consent to the personal jurisdiction and venue of such courts.

Nothing in this section limits either party's ability to seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened misuse of confidential information or intellectual property.

13. Changes to these Terms

We may update these Terms from time to time. When we do, we will update the "Last updated" date above and, where required, provide additional notice. Your continued use of the Services after changes take effect constitutes your acceptance of the revised Terms.

14. Contact us

If you have questions about these Terms or our Services, you can contact us at: