Serverless Third-Party Models on Amazon Bedrock

Serverless Third-Party Models offered on Amazon Bedrock may be subject to additional terms or a seller’s end user license agreement. Please review the applicable terms below and the pricing information available here before using any Serverless Third-Party Model, as well as the AWS Service Terms. To access the end user license agreement for a Bedrock Marketplace model, follow the directions here.

AI21 Labs serverless models on Amazon Bedrock are sold by AI21 Labs. If you use any of these models on Amazon Bedrock, you agree to the seller’s end user license agreement below.

 

https://www.ai21.com/jamba-open-model-license/

Qwen serverless models on Amazon Bedrock are sold by AWS. If you use any of these models on Amazon Bedrock, you agree to the additional terms below.

 

Qwen models are trained and developed by Alibaba Cloud Computing Limited and its affiliates, and are Third-Party Content. If you use Qwen3-Coder-30B-A3B-Instruct on Bedrock (excluding Amazon Bedrock Marketplace) then the following additional terms apply: https://huggingface.co/Qwen/Qwen3-Coder-30B-A3B-Instruct/blob/main/LICENSE. If you use Qwen3-Coder-480B-A35B-Instruct on Bedrock (excluding Amazon Bedrock Marketplace) then the following additional terms apply: https://huggingface.co/Qwen/Qwen3-Coder-480B-A35B-Instruct/blob/main/LICENSE. If you use Qwen3-235B-A22B-Instruct-2507 on Bedrock (excluding Amazon Bedrock Marketplace) then the following additional terms apply https://huggingface.co/Qwen/Qwen3-235B-A22B-Instruct-2507/blob/main/LICENSE. If you use Qwen3-32B (Dense) on Bedrock (excluding Amazon Bedrock Marketplace) then the following additional terms apply: https://huggingface.co/Qwen/Qwen3-32B/blob/main/LICENSE.

Anthropic serverless models on Amazon Bedrock are sold by Anthropic. If you use any of these models on Amazon Bedrock, you agree to the seller’s end user license agreement below.

 

Version: August 18, 2025

Anthropic on Bedrock - Commercial Terms of Service

Welcome to Anthropic! Before accessing our Services, please read these Commercial Terms of Service.

Please note: You may not enter into these Terms on behalf of an organization, company, or other entity unless you have the legal authority to bind that entity. Services under these Terms are not for consumer use. Our consumer offerings (e.g., Claude.ai) are governed by our Consumer Terms of Service instead.

These Commercial Terms of Service (“Terms”) are an agreement between Anthropic and you or the organization, company, or other entity that you represent (“Customer”). “Anthropic” means Anthropic Ireland, Limited if Customer resides in the European Economic Area (“EEA”), Switzerland or UK, and Anthropic, PBC if Customer resides anywhere else. They govern Customer’s use of Anthropic API keys and any other Anthropic offerings that references these Terms, as well as all related Anthropic tools, documentation and services (the “Services”). These Terms are effective on the earlier of the date that Customer first electronically consents to a version of these Terms and the date that Customer first accesses the Services (“Effective Date”).

A. Services.

1. Overview. Subject to these Terms, Anthropic gives Customer permission to use the Services, including to power products and services Customer makes available to its own customers and end users (“Users”).

2. Third Party Features. Customer may elect (in its sole discretion) to use features, services or other content may be made available by third parties to Customer through the Services (“Third Party Features”). Customer acknowledges and agrees that Third Party Features are not Services and, accordingly, Anthropic is not responsible for them.

3. Feedback. If Customer provides (in its sole discretion) Anthropic with feedback regarding the Services, Anthropic may use that feedback at its own risk and without obligation to Customer.

B. Customer Content. As between the parties and to the extent permitted by applicable law, Anthropic agrees that Customer (a) retains all rights to its Inputs, and (b) owns its Outputs. Anthropic disclaims any rights it receives to the Customer Content under these Terms. Subject to Customer’s compliance with these Terms, Anthropic hereby assigns to Customer its right, title and interest (if any) in and to Outputs. Anthropic may not train models on Customer Content from Services. “Inputs” means submissions to the Services by Customer or its Users and “Outputs” means responses generated by the Services to Inputs (Inputs and Outputs together are “Customer Content”).

C. Data Privacy. Data submitted through the Services will be processed in accordance with the Anthropic Data Processing Addendum (“DPA”), which is incorporated into these Terms by reference.

D. Trust and Safety; Restrictions.

1. Compliance. Each party will comply with all laws applicable to the provision (for Anthropic) and use (for Customer) of the Services, including any applicable data privacy laws.

2. Policies and Service Terms. Customer and its Users may only use the Services in compliance with these Terms, including (a) the Usage Policy (“Usage Policy”, which was previously referred to as the Acceptable Use Policy), (b) our policy on the countries and regions Anthropic currently supports (“Supported Regions Policy”) and (c) our Service Specific Terms, each of which is incorporated by reference into these Terms. Customer must cooperate with reasonable requests for information from Anthropic to support compliance with its Usage Policy, including to verify Customer’s identity and use of the Services.

3. Limitations of Outputs; Notice to Users. It is Customer’s responsibility to evaluate whether Outputs are appropriate for Customer’s use case, including where human review is appropriate, before using or sharing Outputs. Customer acknowledges, and must notify its Users, that factual assertions in Outputs should not be relied upon without independently checking their accuracy, as they may be false, incomplete, misleading or not reflective of recent events or information. Customer further acknowledges that Outputs may contain content inconsistent with Anthropic’s views.

4. Use Restrictions. Customer may not and must not attempt to (a) access the Services to build a competing product or service, including to train competing AI models or resell the Services except as expressly approved by Anthropic; (b) reverse engineer or duplicate the Services; or (c) support any third party’s attempt at any of the conduct restricted in this sentence.

5. Service Account. Customer is responsible for all activity under its account. Customer will promptly notify Anthropic if Customer believes the account it uses to access the Services has been compromised, or is subject to a denial of service or similar malicious attack that may negatively impact the Services.

E. Confidentiality.

1. Confidential Information. The parties may share information that is identified as confidential, proprietary, or similar, or that a party would reasonably understand to be confidential or proprietary ("Confidential Information"). Customer Content is Customer’s Confidential Information.

2. Obligations of Parties. The receiving party ("Recipient") may only use Confidential Information of the disclosing party ("Discloser") to exercise its rights and perform its obligations under these Terms. Recipient may only share Discloser’s Confidential Information to Recipient’s employees, agents, and advisors that have a need to know such Confidential Information and who are bound to obligations of confidentiality at least as protective as those provided in these Terms ("Representatives"). Recipient will protect Discloser’s Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own Confidential Information, and with no less than reasonable care. Recipient is responsible for all acts and omissions of its Representatives.

3. Exclusions. Confidential Information excludes information that: (a) becomes publicly available through no fault of Recipient; (b) is obtained by Recipient from a third party without a breach of the third party’s obligations of confidentiality; or (c) is independently developed by Recipient without use of Confidential Information. Recipient may disclose Discloser’s Confidential Information to the extent it is required by law, or court or administrative order, and will, except where expressly prohibited, notify Discloser of the required disclosure promptly and fully cooperate with Discloser’s efforts to prevent or narrow the scope of disclosure.

4. Destruction Request. Recipient will destroy Discloser’s Confidential Information promptly upon request, except where retained to comply with law or copies in Recipient’s automated back-up systems, which will remain subject to these obligations of confidentiality while maintained.

F. Intellectual Property. Except as expressly stated in these Terms, these Terms do not grant either party any rights to the other’s content or intellectual property, by implication or otherwise.

G. Publicity. Anthropic may use Customer’s name and logo to publicly identify Customer as a customer of the Services; provided that Customer may opt-out via this request form. Customer will consider in good faith any request by Anthropic to (1) provide a quote from a Customer executive regarding Customer’s motivation for using the Services that Anthropic may use publicly and (2) participate in a public co-marketing activity.

H. Fees.

1. Payment of Fees. Customer is responsible for fees incurred by its account, at the rates specified on the Model Pricing Page, unless otherwise agreed by the parties. Anthropic may require prepayment for the Services in the form of credits or offer other types of credits, all of which are subject to Anthropic’s Supplemental Credits Terms. Anthropic may update the published rates, to be effective the earlier of 30 days after the updates are posted by Anthropic or Customer otherwise receives Notice.

2. Taxes. Fees do not include any taxes, duties, or assessments that may be owed by Customer for use of the Services ("Taxes"), unless otherwise specified in the applicable invoice. Customer is responsible for remitting any necessary withholding Taxes to the relevant authority on a timely basis and providing Anthropic with evidence of the same upon request. Where law provides for the reduction or elimination of withholding taxes, including via tax treaty, the parties will collaborate in good faith to do so. For clarity, Customer must pay Anthropic the amount ("Gross-up Payment") that will ensure that Anthropic receives the same total amount that it would have received if no such withholding or reduction by Customer had been required (taking into account any and all applicable Taxes (including any Taxes imposed on the Gross-up Payment)).

3. Billing. Failure to pay Anthropic all amounts owed when due may result in suspension or termination of Customer’s access to the Services. Anthropic reserves any other rights of collection it may have.

I. Termination and Suspension.

1. Term. These Terms start on the Effective Date and continue until terminated (the “Term”).

2. Termination.

a. Each party may terminate these Terms at any time for convenience with Notice, except Anthropic must provide 30 days prior Notice.

b. Either party may terminate these Terms for the other party’s material breach by providing 30 days prior Notice detailing the nature of the breach unless cured within that time.

c. Anthropic may terminate these Terms immediately with Notice if Anthropic reasonably believes or determines that Anthropic’s provision of the Services to Customer is prohibited by applicable law.

3. Suspension.

a. Anthropic may suspend Customer’s access to any portion or all of the Services if: (a) Anthropic reasonably believes or determines that (i) there is a risk to or attack on any of the Services; (ii) Customer or any User is using the Services in violation of Sections D.1 (Compliance), D.2 (Policies) or D.4 (Use Restrictions); or (iii) Anthropic’s provision of the Services to Customer is prohibited by applicable law or would result in a material increase in the cost of providing the Services; or (b) any vendor suspends or terminates Anthropic’s use of any third-party services or products required to enable Customer to access the Services (each, a “Service Suspension”).

b. Anthropic will use reasonable efforts to provide written notice of any Service Suspension to Customer, and resume providing access to the Services, as soon as reasonably possible after the event giving rise to the Service Suspension is cured, where curable. Anthropic will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur because of a Service Suspension.

4. Effect of Termination. Upon termination, Customer may no longer access the Services. The following provisions will survive termination or expiration of these Terms: (a) Sections E (Confidentiality), G (Publicity), H (Fees), I (Termination and Suspension), J (Disputes), K (Indemnification), L.2 (Disclaimer of Warranties), L.3 (Limits on Liability), and M (Miscellaneous); (b) any provision or condition that must survive to fulfill its essential purpose.

J. Disputes.

1. Disputes. In the event of a dispute, claim or controversy relating to these Terms (“Dispute”), the parties will first attempt in good faith to informally resolve the matter. The party raising the Dispute must notify the other party (“Dispute Notice”). The other party will respond to the Dispute Notice in a timely manner. If the parties have not resolved the dispute within 45 days of delivery of the Dispute Notice, either party may seek to resolve the dispute through arbitration as stated in Section J.2 (Arbitration).

2. Arbitration. Any Dispute will be determined in English by final, binding arbitration according to the region-specific processes below. Judgment on any award issued through the arbitration process in this Section J.2 (Arbitration) may be entered in any court having jurisdiction. EACH PARTY AGREES THEY ARE WAIVING THE RIGHT TO A TRIAL BY JURY, AND THE RIGHT TO JOIN AND PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER THE LAW IN CONNECTION WITH THESE TERMS.

a. For Customers residing in the EEA, Switzerland or UK, Disputes will be determined by a sole arbitrator in Dublin, Ireland pursuant the UNCITRAL Arbitration Rules as at present in force. The appointing authority shall be the President for the time being of the Law Society of Ireland.

b. For Customers residing anywhere else, Disputes will be determined by a sole arbitrator in San Francisco, CA pursuant to the Comprehensive Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc.

3. Equitable Relief. This Section J (Disputes) does not limit either party from seeking equitable relief.

K. Indemnification.

1. Claims Against Customer. Anthropic will defend Customer and its personnel, successors, and assigns from and against any Customer Claim (as defined below) and indemnify them for any judgment that a court of competent jurisdiction grants a third party on such Customer Claim or that an arbitrator awards a third party under any Anthropic-approved settlement of such Customer Claim. "Customer Claim" means a third-party claim, suit, or proceeding alleging that Customer’s paid use of the Services (which includes data Anthropic has used to train a model that is part of the Services) in accordance with these Terms or Outputs generated through such authorized use violates any third-party intellectual property right.

2. Claims Against Anthropic. Customer will defend Anthropic and its personnel, successors, and assigns from and against any Anthropic Claim (as defined below) and indemnify them for any judgment that a court of competent jurisdiction grants a third party on such Anthropic Claim or that an arbitrator awards a third party under any Customer-approved settlement of such Anthropic Claim. “Anthropic Claim” means any third-party claim, suit, or proceeding related to Customer’s or its Users’ (a) Inputs or other data provided by Customer, or (b) use of the Services in violation of the Usage Policy, the Service Specific Terms, or Section D.4 (Use Restrictions). Anthropic Claims and Customer Claims are each a “Claim”, as applicable.

3. Exclusions. Neither party’s defense or indemnification obligations will apply to the extent the underlying allegation arises from the indemnified party’s fraud, willful misconduct, violations of law, or breach of the Agreement. Additionally, Anthropic’s defense and indemnification obligations will not apply to the extent the Customer Claim arises from: (a) modifications made by Customer to the Services or Outputs; (b) the combination of the Services or Outputs with technology or content not provided by Anthropic; (c) Inputs or other data provided by Customer; (d) use of the Services or Outputs in a manner that Customer knows or reasonably should know violates or infringes the rights of others; (e) the practice of a patented invention contained in an Output; or (f) an alleged violation of trademark based on use of an Output in trade or commerce.

4. Process. The indemnified party must promptly notify the indemnifying party of the relevant Claim, and will reasonably cooperate in the defense. The indemnifying party will retain the right to control the defense of any such Claim, including the selection of counsel, the strategy and course of any litigation or appeals, and any negotiations or settlement or compromise, except that the indemnified party will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to an ongoing affirmative obligation. The indemnifying party’s obligations will be excused if either of the following materially prejudices the defense: (a) failure of the indemnified party to provide prompt notice of the Claim; or (b) failure to reasonably cooperate in the defense.

5. Sole Remedy. To the extent covered under this Section K (Indemnification), indemnification is each party’s sole and exclusive remedy under these Terms for any third-party claims.

L. Warranties and Limits on Liability.

1. Warranties. Each party represents and warrants that (a) it is authorized to enter into these Terms; and (b) entering into and performing these Terms will not violate any of its corporate rules, if applicable. Customer further represents and warrants that it has all rights and permissions required to submit Inputs to the Services.

2. Disclaimer of Warranties. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR IN THESE TERMS, TO THE MAXIMUM EXTENT PERMITTED UNDER LAW (A) THE SERVICES AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND; AND (B) ANTHROPIC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THIRD-PARTY PRODUCTS OR SERVICES, INCLUDING THIRD-PARTY INTERFACES. ANTHROPIC EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING OR PERFORMANCE, OR TRADE USE. ANTHROPIC DOES NOT WARRANT, AND DISCLAIMS THAT, THE SERVICES OR OUTPUTS ARE ACCURATE, COMPLETE OR ERROR-FREE OR THAT THEIR USE WILL BE UNINTERRUPTED. REFERENCES TO A THIRD PARTY IN THE OUTPUTS MAY NOT MEAN THEY ENDORSE OR ARE OTHERWISE WORKING WITH ANTHROPIC.

3. Limits on Liability.

a. Except as stated in Section L.3.b, the liability of each party, and its affiliates and licensors, for any damages arising out of or related to these Terms (i) excludes damages that are consequential, incidental, special, indirect, or exemplary damages, including lost profits, business, contracts, revenue, goodwill, production, anticipated savings, or data, and costs of procurement of substitute goods or services and (ii) is limited to Fees paid by Customer for the Services in the previous 12 months.

b. The limitations of liability in this Section L.3 (Limits on Liability) do not apply to either party’s obligations under Section K (Indemnification).

c. THE LIMITATIONS OF LIABILITY IN THIS SECTION L.3 (LIMITS ON LIABILITY) APPLY: (I) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (II) TO LIABILITY IN TORT, INCLUDING FOR NEGLIGENCE; (III) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (IV) EVEN IF THE BREACHING PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (E) EVEN IF THE INJURED PARTY'S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

d. The parties agree that they have entered into these Terms in reliance on the terms of this Section L.3 (Limits on Liability) and those terms form an essential basis of the bargain between the parties.

M. Miscellaneous.

1. Notices. All notices, demands, waivers, and other communications under these Terms (each, a "Notice") must be in writing. Except for notices related to demands to arbitrate or where equitable relief is sought, any Notices provided under these Terms may be delivered electronically to the address provided to Anthropic if to Customer; and to notices@anthropic.com if to Anthropic. Notice is effective only: (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with all requirements of this Section M.1 (Notices).

2. Electronic Communications. Customer agrees to receive electronic communications from Anthropic based on Customer’s use of the Services and related to these Terms. Except where prohibited by applicable law, electronic communications may be sent via email, through the Services or Customer’s management dashboard, or posted on Anthropic’s website. Anthropic may also provide electronic communications via text or SMS about Customer’s use of the Services or as Customer otherwise requests from Anthropic. If Customer wishes to stop receiving such messages, Customer may request it from Anthropic or respond to any such texts with “STOP”.

3. Amendment and Modification. Anthropic may update these Terms at any time, to be effective 30 days after the updates are posted by Anthropic or Customer otherwise receives Notice, except that updates made in response to changes to law or regulation take effect immediately upon posting or Notice. Changes will not apply retroactively. No other amendment to or modification of these Terms is effective unless it is in writing and signed by both parties. Failure to exercise or delay in exercising any rights or remedies arising from these Terms does not and will not be construed as a waiver; and no single or partial exercise of any right or remedy will preclude future exercise of such right or remedy.

4. Assignment and Delegation. Neither party may assign its rights or delegate its obligations under these Terms without the other party’s prior written consent, except that Anthropic may assign its rights and delegate its obligations to an affiliate or as part of a sale of all or substantially all its
business. Any purported assignment or delegation is null and void except as permitted above. No permitted assignment or delegation will relieve the contracting party or assignees of their obligations under these Terms. These Terms will bind and inure to the benefit of the parties and their respective permitted successors and assigns.

5. Severability. If a provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will neither affect any other term or provision of these Terms nor invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties will negotiate in good faith to modify these Terms to reflect the parties’ original intent as closely as possible.

6. Interpretation. These Terms will be construed mutually, with neither party considered the drafter. Document and section titles are provided for convenience and will not be interpreted. The phrases “for example” or “including” or “or” are not limiting.

7. Governing Law; Venue.

a. These Terms are governed by and construed in accordance with the Governing Laws, without giving effect to any choice of law provision. “Governing Laws” means (i) for Customers in the EEA, Switzerland, or UK, the Laws of Ireland; and (ii) for all other Customers, the laws of the State of California.

b. Any suits, actions, or proceedings related to these Terms that are not required to be resolved via arbitration pursuant to Section J (Disputes) will be instituted exclusively in the Venue, and each party irrevocably submits to their exclusive jurisdiction. “Venue” means (i) for Customers in the EEA, Switzerland or UK, the courts of Ireland; and (ii) for all other Customers, federal or state courts located in California.

8. Export and Sanctions. Customer may not export or provide access to the Services to persons or entities or into countries or for uses where it is prohibited under U.S. or other applicable international law. Without limiting the foregoing sentence, this restriction applies (a) to countries where export from the US or into such country would be prohibited or illegal without first obtaining the appropriate license, and (b) to persons, entities, or countries covered by U.S. sanctions.

9. Integration. These Terms (including the Usage Policy, Supported Regions Policy, Service Specific Terms, DPA, Model Pricing Page and other documents or terms that are incorporated by reference by these Terms) constitute the parties’ entire understanding as to the Services’ provision and use. These Terms supersede all other understandings or agreements between the parties regarding the Services.

10. Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

Cohere serverless models on Amazon Bedrock are sold by Cohere. If you use any of these models on Amazon Bedrock, you agree to the seller’s end user license agreement below.

 

Last Updated: July 23, 2025

COHERE CHANNEL PARTNER MARKETPLACE –TERMS OF SERVICE

These Cohere Channel Partner Marketplace – Terms of Service (the “Agreement”) form an agreement between you (“Customer”) and Cohere Inc. (“Cohere”) and govern your use of the Services or Cohere Products that are made available via a third party AI marketplace (each, a “Channel Partner Marketplace”) by the applicable third party marketplace provider and its affiliates (the “Channel Partner”).

This Agreement is entered into on the earlier of the date Customer: (a) first uses any part of the Cohere Property; or (b) first electronically consents to or executes a version of this Agreement (such date, the “Effective Date”). Cohere and Customer are each referred to as a “Party” and collectively as the “Parties.”

BY USING THE COHERE PROPERTY, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 11(l) (AMENDMENTS). IF CUSTOMER DOES NOT HAVE ACCESS TO OR USE OF THE APPLICABLE CHANNEL PARTNER MARKETPLACE, THEN CUSTOMER WILL NOT BE ABLE TO HAVE ACCESS TO OR USE OF THE COHERE PROPERTY. IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE COHERE PROPERTY. IF CUSTOMER IS USING THE COHERE PROPERTY ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO COHERE THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.

1. Cohere AI Services - Access to Cohere Models through  Channel Partner APIs

(a) Cohere AI Services – Provision of Cohere Models through Channel Partner APIs. Cohere makes available its Cohere Models through the Channel Partner APIs. The Channel Partner APIs are hosted, managed and made available by the applicable Channel Partner through the applicable Channel Partner Marketplace.

(i) Subject to Customer’s compliance with the terms and conditions of this Agreement, Cohere will:

(A) enable the applicable Channel Partner Marketplace to make available the Cohere AI Services to Customer (as hosted by the Channel Partner); and

(B) grant to Customer a revocable, non-exclusive, non-sublicensable, non-transferrable, and limited license to access and use any Cohere Documentation to facilitate Customer’s use of the Cohere AI Services.

(b) No Access to Customer Data. In providing the Cohere Products to Customer through the Channel Partner APIs, Cohere will not have access to or receive any Customer Data other than as set out in Section 10 (Support Services) nor will Cohere train its models on Customer Data. Cohere will receive certain usage data from the applicable Channel Partner, as described in Section 4(c) (Usage Data).

(c) Changes to the Channel Partner Marketplace and Cohere Products.

(i) Customer acknowledges and agrees that the applicable Channel Partner may make changes to the applicable Channel Partner Marketplace that may impact Customer’s access to or use of the Cohere Products.

(ii) Customer acknowledges and agrees that Cohere is not responsible (or liable) for any products or services made available to Customer by the applicable Channel Partner, including the availability or functionality of the applicable Channel Partner Marketplace, or for any access to, disclosure, modification or deletion of Customer Data in connection with the applicable Channel Partner Marketplace. The Customer may have a separate agreement with the applicable Channel Partner in relation to the applicable Channel Partner Marketplace.

2. Restrictions on Use

Customer will not, and will not permit any other Person to, use the Services or the Cohere Products, except as expressly permitted by this Agreement. Without limiting the generality of the foregoing, Customer will not, and will not permit any other Person, including any User, to:

(a) access or use the Services or Cohere Products, or develop any Customer Application in a manner that: (i) violates the Usage Policy; (ii) infringes, violates or misappropriates any third party’s Intellectual Property Rights or rights of publicity, personality or privacy, including by processing any Customer Data that infringes, violates or misappropriates any such rights or for which Customer does not have all necessary consents and licenses; (iii) adversely affects the reputation or goodwill of Cohere or any of its trademarks, or the relationships between Cohere and its customers and licensors; or (iv) otherwise violates any applicable law;

(b) access or use the Services or Cohere Products, use any Customer Output, or develop a Customer Application: (i) for the purpose of building or training a similar or competitive product or service (such as an AI model competitive with the Cohere Models); (ii) for the purpose of developing an application that replicates the look and feel of the Services or Cohere Products; (iii) for the purpose of benchmarking or conducting competitive analysis of the Services or Cohere Products; or (iv) for the purpose of building, or understanding how to build, a similar or competitive product, services or models, including large language models, provided that, without the intention of circumventing the foregoing prohibition, access and use of the Cohere Products to power a chatbot or to otherwise enable functionality of a Customer Application would not be competitive with the Cohere Products;

(c) distribute, sub-license, permit access to, or otherwise make the Services or Cohere Products, or any part thereof, available to any Person, except as permitted in Section 3(b) (User Responsibility);

(d) Modify (without the prior written approval of Cohere), decompile, reverse engineer, reverse assemble, or disassemble the object code of any of the Services or the Cohere Products;

(e) remove or obscure any proprietary notices or labels on the Services or Cohere Products; or

(f) access or use the Services or Cohere Products from a Restricted Location.

3. Customer Application Requirements

(a) Customer Applications. Customer is permitted to develop a Customer application that interfaces with the Cohere Products (“Customer Application”), subject to the other requirements of this Agreement, including any limitations specified in an Order Form.  Customer acknowledges and agrees that Customer is solely responsible for Customer Applications, including: (i) integrating the applicable Cohere Product with the Customer Application, and Cohere is not responsible or liable for any failure of such integration or of the Customer Application; and (ii) evaluating Customer Outputs for accuracy and appropriateness for Customer’s use case(s), including determining where human review is appropriate, and Cohere is not responsible or liable for any such evaluation.

(b) User Responsibility. Customer acknowledges and agrees that Customer is responsible and liable for any access to or use of the Services or Cohere Products by its Users, including for any breach of this Agreement by any User. Any act or omission by any User in breach of this Agreement will be deemed to be a breach of this Agreement by Customer. In the event of any breach by a User of this Agreement, Customer will immediately notify Cohere of such breach and, without limiting Cohere’s other rights or remedies under this Agreement, will follow Cohere’s instructions, which instructions may include restricting such User from accessing or using the Services or Cohere Products. Customer further acknowledges and agrees that End Users are not permitted to access or use any Services or Cohere Products other than indirectly through the Customer Application, and only Development Users are permitted to have direct access to or use of the Services or Cohere Products (e.g., only Development Users may have direct access to the Channel Partner APIs).

(c) Customer Credentials. If applicable to the Cohere Product, Customer is responsible for ensuring any login credentials (“Customer Credentials”) are: (i) kept secure, (ii) only provided to and used by authorized Users (and only by Development Users in the case of direct access to the Cohere Products), and (iii) not shared between more than one unique User. Customer acknowledges and agrees that any use of the Cohere Products through Customer Credentials will be deemed to be used by Customer, and Customer will be responsible for all such use, including any associated Fees. In no event will Cohere be responsible or liable for any unauthorized access to or use of the Cohere Products.

4. Intellectual Property; Ownership

(a) Ownership of Cohere Products. Cohere or its licensors own all rights, title and interest, including Intellectual Property Rights, in and to the Services and the Cohere Property. All rights not expressly granted by Cohere to Customer under this Agreement are reserved. The Cohere Products are made available through the applicable Channel Partner, and not “sold”, to Customer. Notwithstanding the foregoing, Cohere makes no claim of ownership over any Modifications to the Cohere AI Services created solely as a result of the Cohere AI Services having been fine-tuned by or on behalf of Customer based on Customer Data  (“Finetuning IP”).

(b) Customer Data. As between Customer and Cohere, Customer retains all ownership and Intellectual Property Rights in and to Customer Data. Customer agrees that, due to the nature of Cohere Models, if another customer uses an input similar to a Customer Input, Cohere Products may generate an output similar or identical to a Customer Output, and Cohere disclaims any representation, warranty or condition that a Customer Output is unique to Customer. Accordingly, Cohere will not be obligated to indemnify Customer against any Losses alleging that a Customer Output is similar to or identical with another customer’s output.

(c) Usage Data. Customer agrees that Cohere may receive usage data from the applicable Channel Partner, including volume of Customer usage (“Usage Data”), to understand the usage and performance of the Cohere AI Services, and such Usage Data is not Customer Data.

5. Fees and Payment

Customer will be responsible for paying to the applicable Channel Partner all applicable fees and taxes related to the use of the Cohere Products, including the Cohere AI Services (the “Fees”).

6. Confidential Information

(a) Definitions. For the purposes of this Agreement, a Party receiving Confidential Information will be the “Recipient”, the Party disclosing such information will be the “Discloser” and “Confidential Information” of Discloser means any and all information of a proprietary or confidential nature concerning the business, affairs, operations, properties, assets (including technology and intellectual property), employees, customers, suppliers contracts, prospects, liabilities, research, processes or methods of operation of Discloser, its licensors, or its affiliates (which includes, in the case of Cohere, Cohere Products), as well as any reproductions, summaries, analyses or extracts of such information. Notwithstanding the foregoing, Confidential Information does not include:

(i) information already known to Recipient prior to the Effective Date or that subsequently becomes known to Recipient from a third party that has no obligation to the Discloser to keep such information confidential;

(ii) information that is publicly available prior to the Effective Date, or that subsequently becomes publicly available through no breach of this Agreement or wrongful act of Recipient;

(iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations; or

(iv) information that Recipient can demonstrate (through written records) was independently developed by it or by individuals employed or engaged by Recipient who did not participate in any meetings with the Discloser and who developed such information without having had any access to, or the benefit of, Discloser’s Confidential Information.

(b) Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times thereafter it will only use or reproduce the Confidential Information of Discloser to exercise its rights or perform its obligations under this Agreement and will not:

(i) disclose Confidential Information of the Discloser to any Person, except to its own personnel, subcontractors or affiliates that have a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, who are contractually or otherwise legally bound to hold the Confidential Information in the strictest confidence, and to such other Persons as Discloser may approve in writing;

(ii) otherwise use Confidential Information of the Discloser; or

(iii) alter or remove from any Confidential Information of Discloser any proprietary legend.

(c) Safeguards. Each Party will take industry standard precautions and measures to safeguard the other Party’s Confidential Information as may be reasonable in the circumstances to prevent improper use or disclosure of Discloser’s Confidential Information, which will, in any event, be at least as stringent as the precautions that Recipient takes to protect its own Confidential Information of a similar type.

(d) Personnel. Recipient will be responsible for any breach of this Section 6 by any of its personnel, subcontractors or affiliates.

(e) Exceptions to Confidentiality. Notwithstanding Section 6(b), Recipient may disclose Discloser’s Confidential Information:

(i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by applicable law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order;

(ii) to its legal counsel and other professional advisors if and to the extent such Persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or

(iii) in the case of where the Recipient is Cohere, to Cohere’s potential assignees, acquirers or successors of Cohere if and to the extent such Persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Cohere.

(f) Return or Destruction. Upon Discloser’s request or upon termination or expiration of this Agreement and all Order Forms under this Agreement, Recipient will promptly return or destroy Discloser’s Confidential Information within Recipient’s custody or control and will certify that it has returned or destroyed, as the case may be, all such Confidential Information. For the avoidance of doubt, Cohere will not be required to return or destroy Customer Data, as Cohere will not have access to Customer Data (except as provided by Customer in connection with Section 10 (Support Services), in which case, such Customer Data will be returned or destroyed in accordance with this subsection (f)).

(g) Privacy. Customer understands that personal information received by Cohere (if any) will be treated in accordance with Cohere’s privacy policy located at https://cohere.com/privacy as may be updated by Cohere’s from time to time.

 

7. Warranty and Disclaimer; Indemnification

(a) GENERAL DISCLAIMER. COHERE DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR THE COHERE PRODUCTS WILL BE UNINTERRUPTED OR THAT THE SERVICES OR THE COHERE PRODUCTS WILL BE ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR THE COHERE PRODUCTS.  EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND THE COHERE PRODUCTS (OR ANY PART THEREOF) AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY COHERE TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY PRODUCTS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD PARTY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, COHERE HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.  WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, COHERE EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA, OUTPUT, OR OTHER CONTENT PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE SERVICES OR THE COHERE PRODUCTS (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.

(b) Customer Indemnity. Customer will defend, indemnify and hold harmless Cohere, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all Losses directly or indirectly arising from a third party Claim in connection with or relating to any of the following: (i) Customer Data; (ii) Customer’s (or any User’s) breach of this Agreement; or (iii) use of the Cohere Products (or any part thereof) by Customer or any User in combination with any Customer Application, third party software, application or service.

(c) Cohere Indemnity. Cohere will defend, indemnify and hold harmless Customer, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all Losses arising from a third party Claim alleging that access to or use of the Cohere Products, as permitted pursuant to this Agreement, infringes, violates, or misappropriates a third party’s Intellectual Property Rights; against the amount of any adverse final judgement or settlement.

The obligations of Cohere in this Section 7(c) (Cohere Indemnity) will not apply to the extent that a Claim by a third party is: (i) based on the unauthorized use by Customer (or any User) of the Cohere Products in a manner not permitted by the Agreement, if such Claim would not have arisen but for such unauthorized use by Customer (or its Users); (ii) based on the Modification of any Cohere Products by any party other than Cohere in a manner not permitted by this Agreement, if such Claim would not have arisen but for such Modification; (iii) based on the Customer Inputs; (iv) regarding the Customer Outputs infringing, violating or misappropriating copyright rights of a third party, in which case, the Copyright Assurance will apply; or (v) based on use of the Cohere Products by Customer (or any User) in combination with any Customer Application, third party software, application or service.  

(d) Copyright Assurance.

(i) Subject to paragraph (ii) below, Cohere will defend and indemnify Customer, its employees, officers, directors, affiliates, agents, successors and assigns against any and all Losses arising from a third party Claim alleging that any Customer Output infringes, violates or misappropriates any copyright of the third party, against the amount of any adverse final judgement or settlement (“Copyright Assurance”).

(ii) The Copyright Assurance will not apply if:

(A) Customer is not required to pay any Fees;

(B) Customer (or any User) has breached the terms of this Agreement, such as by submitting infringing Customer Input or breaching payment terms;

(C) Customer (or any User) has, in Cohere’s reasonable discretion, intentionally made use of the Cohere AI Services to generate Customer Outputs that may infringe, violate or misappropriate the copyright of a third party;

(D) the Claim was a result of any finetuning or Modifications of the Cohere AI Services; or

(E) Customer (or any User) continues to use the Cohere AI Services or the Customer Output: (1) if Customer (or the User) knows or should reasonably know that the Customer Output may be infringing, misappropriating, or violating the copyright of a third party; or (2) notwithstanding having received notice of the Customer Output infringing, misappropriating, or violating the copyright of a third party.

(e) Indemnification Procedure. Each Party will promptly notify the other Party in writing of any Claim for which such Party believes it is entitled to be indemnified pursuant to this Section 7 (Warranty and Disclaimer; Indemnification). The Party seeking indemnification (the “Indemnitee”) will cooperate with the other Party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor will promptly take control of the defense and investigation of such action and will employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 7 (Warranty and Disclaimer; Indemnification) will not relieve the Indemnitor of its indemnity obligations under this Section 7 (Warranty and Disclaimer; Indemnification), except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

(f) Exclusive Remedy. Section 7(c) (Cohere Indemnity) and Section 7(d) (Copyright Assurance) represent the sole and exclusive liability of Cohere for infringement of the Intellectual Property Rights of a third party in connection with this Agreement.

8. Limitation of Liabilities

(a) Except for Cohere’s liability arising from its indemnification obligations in Section 7 (Warranty and Disclaimer; Indemnification), Cohere will not be liable for any: (i) special, exemplary, punitive, indirect, incidental or consequential damages; (ii) lost or loss of (A) savings, (B) profit, (C) data, (D) use, or (E) goodwill; (iii) business interruption; (iv) inaccurate information, lost programs or data (including any Customer Data) or any other loss incurred in connection with the use, inability to use, or misuse of the Services or the Cohere Products; (v) costs for the procurement of substitute Cohere Products or Services; (vi) personal injury or death or property damage; (vii) Losses resulting from the access, collection, use, processing, storing, disclosing, or transmitting of Customer Data by third parties (including the applicable Channel Partner), in each case, arising out of or in any way connected to this Agreement, regardless of cause of action or the theory of liability, whether in contract, tort (including negligence or Gross Negligence), or otherwise, and even if notified in advance of the possibilities of such damages.

(b) Except for Cohere’s liability arising from its indemnification obligations in Section 7 (Warranty and Disclaimer; Indemnification), Cohere’s aggregate liability under this Agreement will not exceed the greater of: (i) the amount Customer paid for the Cohere AI Services that gave rise to the claim during the 6 months prior to the date the liability arose; or (ii) $500 USD.

9. Term and Termination

(a) Term. This Agreement will begin on the Effective Date and will continue until the earlier of: (i) such time as the applicable Channel Partner ceases to make the Cohere AI Services available to Customer; or (ii) such time as the Agreement is otherwise terminated in accordance with its terms (such period, collectively, the “Term”).

(b) Right to Require Channel Partner to Suspend Access. Notwithstanding anything to the contrary in this Agreement, Cohere may require that the applicable Channel Partner Marketplace suspend Customer’s access to any portion or all of the Cohere Products if: (i) Cohere reasonably suspects that Customer is using the Cohere Products in material breach of this Agreement and Customer does not cure such material breach within fourteen (14) days’ receipt of written notice of the breach from Cohere; or (ii) Customer fails to pay any Fees when due and does not cure such failure within fourteen (14) days’ receipt of written notice of such failure. Cohere may also require suspension in the event Cohere determines a suspected breach by Customer creates a risk of irreparable harm or a risk to other customers, including with respect to the security or integrity of the Cohere Products, in which case, Cohere will endeavour to provide as much advance notice as practical in the circumstances. Cohere will have no liability for any Losses (including any loss of data or profits), or any other consequences that Customer may incur due to such requirement.

(c) Termination. Cohere may, in addition to other relief, terminate this Agreement if Customer commits a material breach of this Agreement and fails to correct such breach within fourteen (14) calendar days after receipt of notice of such breach (or immediately if a breach is not curable). Cohere may, in its discretion, terminate this Agreement effective immediately upon delivery of notice of termination to Customer if Customer becomes insolvent, ceases to conduct business in the ordinary course, takes any step or proceeding available to Customer for the benefit of insolvent debtors, or is subject to a proceeding for liquidation, dissolution or winding up, or a receiver, receiver-manager, liquidator or trustee in bankruptcy.

(d) Effect of Termination. Upon expiration or termination of this Agreement, Customer will immediately discontinue use of the Cohere Products made available to Customer through the Channel Partner Marketplace. No expiration or termination of this Agreement, in whole or in part, will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle the Customer to any refund and all Fees due and payable and any amounts due to the applicable Channel Partner are immediately due and are to be immediately paid by Customer to the applicable Channel Partner.

(e) Survival. Neither the expiration nor the earlier termination of this Agreement will release either of the Parties from any obligation or liability that accrued prior to such expiration or termination. The provisions of this Agreement requiring performance or fulfilment after the expiration or earlier termination of this Agreement, such other provisions as are necessary for the interpretation thereof, and any other provisions hereof, the nature and intent of which is to survive termination or expiration of this Agreement, will survive the expiration or earlier termination of this Agreement. For clarity, these provisions include (as applicable): Section 2 (Restrictions on Use), Section 4 (Intellectual Property; Ownership), Section 5 (Fees and Payment), Section 6 (Confidential Information), Section 7 (Warranty and Disclaimer; Indemnification), Section 8 (Limitation of Liabilities), Section 9(d) (Effect of Termination), Section 9(e) (Survival), and Section 11 (General Provisions).

10. Support Services

In addition to resources made available through the Channel Partner Marketplace, Customer may access limited technical support services made available by Cohere in respect of the Cohere Products (in accordance with Cohere’s standard support model for the Channel Partner Marketplace) by emailing: support@cohere.com (“Support Services”). Additional Support Services will be provided if included on a separate Order Form. For the avoidance of doubt, the Support Services are not part of the Cohere AI Services. If Customer (or the applicable Channel Partner on Customer’s behalf) provides Cohere with access to Customer Data for Cohere to provide the Support Services, Cohere will protect such Customer Data as Confidential Information and will access such Customer Data solely to the extent required to provide the Support Services. Cohere will not be required to support (or maintain the availability on the applicable Channel Partner Marketplace of) any version of a Cohere Product that is not within the most recent two updates.

11. General Provisions

(a) Notices. Notices sent to either Party will be effective when delivered in writing and in person or by email, one (1) day after being sent by overnight courier, or five (5) days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent:

(i) if to Cohere, either through the Channel Partner Marketplace or to the following address:

171 John Street, Suite 200 Toronto, Ontario M5T 1X3

Email: support@cohere.com with a copy to legal@cohere.com

(ii) if to Customer, to the current postal or email address identified in Customer’s Channel Partner account or otherwise through the Channel Partner Marketplace.

Cohere may change its contact information by posting the new contact information on its website at: https://cohere.com or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with Cohere current at all times during the Term.

(b) Assignment. Customer will not assign this Agreement to any third party without Cohere’s prior written consent. Cohere may assign this Agreement or any of its rights or obligations under this Agreement to any third party without Customer’s consent. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.

(c) Subcontracting. Cohere may engage third parties to assist in performing any of its obligations or exercising any of its rights under this Agreement.

(d) Governing Law and Attornment. This Agreement and any action related thereto will be governed by and construed in accordance with, without regard to conflicts of law principles:

(i) if Customer is based in the United States of America, the laws of the State of New York and the federal laws of the United States applicable therein, and the Parties will initiate any lawsuits in connection with this Agreement in New York City, New York, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein; or

(ii) if Customer is not based in the United States of America, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles, and the Parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein.

The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent Cohere from seeking injunctive relief with respect to a violation of Intellectual Property Rights or confidentiality obligations in any appropriate jurisdiction.

(e) Export Restrictions. Customer will comply with all domestic and international export laws and regulations that may apply to the Customer Applications or to the access or use of the Cohere Products. Without limiting the generality of the foregoing: (i) the Cohere Products may not be accessed or used in or exported or re-exported into a Restricted Location (or any other embargoed location under applicable law); (ii) the Cohere Products may not be used by or for the benefit of any person named on a governmental or quasi-governmental restricted party list or owned directly or indirectly by a person on such a list (such as the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity List); and (iii) Customer will not directly or indirectly export, re-export, or import all or any portion of the Cohere Products, or submit any data to the Cohere Products, without first obtaining all required licenses, permits, and permissions. Cohere makes no representation or warranty that the Cohere Products may be exported without Customer first obtaining appropriate licenses or permits under applicable law, or that any such license or permit has been, will be, or can be obtained.

(f) Interpretation. Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation”. The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, means the right of a Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party.

(g) Force Majeure. Neither Party will be liable for delays (except in relation to payment of Fees) caused by any event or circumstances beyond that Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving that Party’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites ( “Force Majeure”).

(h) Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.

(i) Waivers. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

(j) Independent Contractors. Cohere’s relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither Party will represent to any third party that it has, any authority to act on behalf of the other Party.

(k) Entire Agreement. This Agreement, along with any confidential disclosure agreement entered into by the Parties that references this Agreement and all attachments, constitute the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral.

(l) Amendments. No amendment, supplement, modification or waiver of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. NOTWITHSTANDING THE PRECEDING SENTENCE, COHERE MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN “AMENDMENT”), BY GIVING CUSTOMER NO LESS THAN 30 DAYS’ PRIOR WRITTEN NOTICE OF SUCH AMENDMENT (WHICH MAY BE BY POSTING UPDATED TERMS TO THE  APPLICABLE CHANNEL PARTNER MARKETPLACE).

(m) Order of Precedence. In the event of any conflict or inconsistency between this Agreement, any Customer-specific order form executed by the Parties (“Order Form”) and any private offer agreed upon through the applicable Channel Partner Marketplace (“Channel Partner Marketplace Offer”), such conflict will be resolved in the following descending of priority to the extent of such conflict or inconsistency: (i) Order Form; (ii) Channel Partner Marketplace Offer; (iii) Agreement.

(n) Choice of Language. It is the express wish of the Parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

12. Definitions.

As used in this Agreement, the following capitalized words have the meaning set out below:

(a) “Agreement” has the meaning set out in the preamble.

(b) “Amendment” has the meaning set out in Section 11(l) (Amendments).

(c) “Channel Partner” has the meaning set out in the preamble.

(d) “Channel Partner API” means application programming interfaces or other means made available by the applicable Channel Partner to access the Cohere Models as hosted on the applicable Channel Partner Marketplace.

(e) “Channel Partner Marketplace” has the meaning set out in the preamble.

(f) “Claim” means any actual, threatened, or potential civil, criminal, administrative, regulatory, arbitral or investigative demand, allegation, action, suit, investigation or proceeding, or any other claim or demand.

(g) “Cohere” has the meaning set out in the preamble.

(h) “Cohere AI Services” means the Cohere Models, hosted and managed by the applicable Channel Partner, and accessible via the Channel Partner APIs.

(i) “Cohere Documentation” means any documentation in any form whatsoever, made available by Cohere related to the Cohere AI Services or the Cohere Models.

(j) “Cohere Models” means Cohere’s  suite of AI models, including its generative and representation model.

(k) “Cohere Property” means (i) the Cohere Products; (ii) Cohere’s Confidential Information; (iii) Usage Data; (iv) anything developed or delivered by or on behalf of Cohere in accordance with the terms of this Agreement, any software or other work product including as prepared through provision of Services, but excluding any Customer Output; and (v) any Modifications to the foregoing (except for any “Finetuning IP”).

(l) “Cohere Products” means: (i) the Cohere AI Services; and (ii) the Cohere Documentation, as Modified by Cohere from time to time.

(m) “Confidential Information” has the meaning set out in Section 6(a) (Definitions).

(n) “Copyright Assurance” has the meaning set out in Section 7(d) (Copyright Assurance).

(o) “Customer” has the meaning set out in the preamble.

(p) “Customer Application”  means Customer’s application that interfaces with the Cohere AI Services that Customer may make available to Customer’s End Users, in accordance with this Agreement.

(q) “Customer Credentials” has the meaning set out in Section 3(c) (Customer Credentials).

(r) “Customer Data” means Customer Inputs and Customer Outputs, but expressly excluding any Usage Data.

(s) “Customer Input” means any data, information, content, records, and files that is entered into, transmitted to, or made available by Customer, Development Users, or End Users to the Cohere AI Services for processing.

(t) “Customer Output” means any data, information, content, and records that is created or generated by the Cohere AI Services, but expressly excluding any Usage Data.

(u) “Development User” means those individuals who are employees or independent contractors of Customer that have been authorized by Customer to access and use the Cohere Products pursuant to the terms of this Agreement.

(v) “Documentation” means any documentation in any form whatsoever, including any documents describing business processes and business process flows, reports, records, written designs, specifications, requirements, user manuals, user guides, operations manuals, training materials, instructions, blueprints, invention disclosures, patterns, flow charts, process maps, equipment part lists, drawings, or plans.

(w) “Effective Date” has the meaning set out in the preamble.

(x) “End User” means Customer’s internal users or third-party external users that access or use a Customer Application, such as Customer’s own customers or other Persons to whom Customer makes available its Customer Application.

(y) “Fees” has the meaning set out in Section 5 (Fees and Payment).

(z) “Finetuning IP” has the meaning given in Section 4(a) (Ownership of Cohere Products).

(aa) “Force Majeure” has the meaning set out in Section 11(h) (Force Majeure).

(bb) “Gross Negligence” means any act or failure to act in breach of a duty of care that was intended to cause harm, which rises to the level of intentional wrongdoing, or was in reckless disregard of a wanton indifference to the harmful and foreseeable consequences of such act or failure to act, but does not include an act or failure to act that constituted merely a lack of due care (or a contractual breach alone).

(cc) “Intellectual Property Rights” means all patents, patent applications, trademarks, trademark applications, industrial designs, service marks, service mark applications, tradenames, copyrights, trade secrets, Documentation, Confidential Information, domain names, know-how, information and proprietary rights and processes, similar or other intellectual property rights, the subject matter of any of the foregoing, tangible embodiments of any of the foregoing, software and licenses in, to and under any of the foregoing, including, for greater certainty, computer programs, source code, databases and research and development information and materials.

(dd) “Losses” means any and all damages, fines, penalties, deficiencies, losses, liabilities (including settlements and judgments), costs, and expenses (including interest, court costs, reasonable fees and expenses of lawyers, accountants, and other experts and professionals).

(ee) “Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.

(ff) “Party” or “Parties” has the meaning set out in the preamble.

(gg) “Person” means an individual, corporation, company, limited liability company, body corporate, partnership, joint venture, governmental authority, unincorporated organization, trust, association or other entity.

(hh) “Representative” means the employees, officers, directors, affiliates, agents, contractors of a Party.

(ii) “Restricted Location” means Belarus, China (including Hong Kong and Macau), Iran, North Korea, Russia and Syria, or such other location that Cohere or the applicable Channel Partner may advise Customer is a “Restricted Location” from time to time.

(jj) “Usage Data” has the meaning set out in Section 4(c) (Usage Data).

(kk) “Usage Policy” means the usage policy, available at https://docs.cohere.com/docs/usage-policy, as updated by Cohere from time to time.

(ll) “Services” means the Support Services, and any other services included in Order Form.

(mm) “Support Services” has the meaning set out in Section 10 (Support Services).

(nn) “Term” has the meaning set out in Section 9(a) (Term).

(oo) “Users” means End Users and Development Users.

DeepSeek serverless models on Amazon Bedrock are sold by AWS. If you use any of these models on Amazon Bedrock, you agree to the additional terms below.

 

DeepSeek-R1 and DeepSeek-V3.1 are trained and developed by Hangzhou DeepSeek Artificial Intelligence Co., Ltd. and its affiliates, and are Third-Party Content. If you use DeepSeek-R1 on Bedrock (excluding Amazon Bedrock Marketplace) then the following additional terms apply: https://huggingface.co/deepseek-ai/DeepSeek-R1/blob/main/LICENSE. If you use DeepSeek-V3.1 on Bedrock (excluding Amazon Bedrock Marketplace) then the following additional terms apply: https://huggingface.co/deepseek-ai/DeepSeek-V3.1/blob/main/LICENSE.

Luma AI serverless models on Amazon Bedrock are sold by Luma AI. If you use any of these models on Amazon Bedrock, you agree to the seller’s end user license agreement below.

 

LUMA AI, INC.

Bedrock End User License Agreement

Last Updated: January 20, 2025

This End User License Agreement, including our Privacy Policy, which is incorporated herein by reference (together, this “Agreement”), is a legally binding contract between you (“Customer,” “you,” or “your”) and Luma AI, Inc. (“Luma,” “us,” “we,” or “our”). This Agreement governs your access to and use of our artificial intelligence (“AI”) models, related tools and application programming interfaces (“API”) made available to you via Amazon Bedrock (the “Services”).

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, EXECUTING OR OTHERWISE ENTERING INTO OTHER TERMS THAT REFERENCE THIS AGREEMENT, USING (OR MAKING ANY PAYMENT FOR) THE SERVICES, OR OTHERWISE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT (THE DATE UPON WHICH YOU ACCEPT THIS AGREEMENT IS REFERRED TO AS THE “EFFECTIVE DATE”), YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICES, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING OUR PRIVACY POLICY. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICES. YOUR USE OF THE SERVICES, AND OUR PROVISION OF THE SERVICES TO YOU, CONSTITUTES AN AGREEMENT BY US AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 15(b)(ii), you agree that disputes arising under this Agreement will be resolved by binding, individual arbitration, and BY ACCEPTING THIS AGREEMENT, YOU AND LUMA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

1. Defined Terms. Certain capitalized terms used in this Agreement are defined in Section 16 (Definitions) and others are defined contextually in this Agreement.

2. Overview. The Services provides certain features and functionalities that allow users to create, modify, share, and otherwise use renderings generated or created through the use of generative AI technology.

3. The Service.

(a) Access. Customer is responsible for securing its Amazon Web Services (“AWS”) account and must provide prompt notice to Luma if it believes that an unauthorized third party has gained access to the Services. Customer acknowledges and agrees that Luma is not responsible for Bedrock or any other services it receives from AWS, and that changes to Bedrock or other AWS services may materially impact Customer’s use of the Services. Customer may only use the Services in compliance with applicable AWS policies and agreements it has with AWS.

(b) Restrictions. Except as expressly permitted by Luma, Customer will not (and will not permit its Authorized Users or anyone else to) do any of the following:

(i) provide access to, distribute, sell, or sublicense the Services to a third party (other than Authorized Users);

(ii) use the Services on behalf of, or to provide any product or service to, any third party on a time-sharing, service bureau, rental or managed services basis, provided that, the foregoing restriction does not prohibit a Customer from using the APIs to connect the Services with such Customer’s own applications and services or to provide its End Users with access to the Services;

(iii)provide any third party with access to any model provided through the Services;

(iv) use the Services or Output to compete with Luma or in a manner otherwise detrimental to Luma’s business;

(v) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to the Services (including for clarity, any portion of the Fine-Tuned Service) (including, without limitation, to ascertain the architecture of our AI models or to derive, in whole or in part, the weights or parameters of our AI models);

(vi) modify or create derivative works of the Services or copy any element of the Services;

(vii) remove or obscure any proprietary notices in the Services;

(viii) publish benchmarks or performance information about the Services;

(ix) circumvent any access restrictions, or conduct any security or vulnerability test of the Services;

(x) transmit any viruses or other harmful materials to the Services;

(xi) take any action that risks harm to others or to the security, availability, or integrity of the Services;

(xii) access or use the Services in a manner that violates any Law;

(xiii) use the Services with Prohibited Data or for High Risk Activities;

(xiv) access, search, or otherwise use any portion of the Services (including Output) through the use of any engine, software, tool, agent, device, or mechanism for extraction, scraping, or similar purposes (including spiders, robots, crawlers, and data mining tools);

(xv) change any of the interfaces described in the Documentation, or extend any interfaces except in accordance with the Documentation;

(xvi) subject any portion of the Services or any Luma intellectual property right in any portion thereof to the terms of any “open source” license (including a license that requires, as a condition of use, modification, or distribution of technology subject to such license, that such technology or other technology combined or distributed with such technology (x) be disclosed or distributed in source code form, (y) be licensed for the purpose of making derivative works, or (z) be re-distributable at no charge);

(xvii) harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Services;

(xviii) collect Personal Information (as such term is defined in Luma’s Privacy Policy) about any third party without consent;

(xix) use the Services or any content, data, information, or other materials made available through the Services (including Output) for purposes of, directly or indirectly, creating, testing, validating, training, developing, or otherwise improving your or any third party’s AI models, systems, architecture, weights or

related technology; or

(xx) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other account on the Services without permission. Notwithstanding anything else in this Agreement, Luma has no liability for Prohibited Data or use of the Service for High Risk Activities. Customer acknowledges that the Services are not intended to meet HIPAA requirements, and that Luma is not a Business Associate as defined under HIPAA.

(c) Acceptable Use. Customer will not (and will not permit its Authorized Users or anyone else to) do any of the following:

(i) use the Services to engage in regulated activity without complying with applicable Laws, or promote or engage in any illegal activity, including the development or distribution of illegal substances, goods, or services or exploitation or harm of children;

(ii) use the Services to generate pornographic or sexually explicit content;

(iii)use the Services to create deepfakes (or similarly deceptive Output);

(iv) use the Services to create deceptive or misleading information about Laws;

(v) Create and disseminate deceptive or misleading information with the intention of targeting specific groups or persons with the misleading content;

(vi) use the Services to engage in political activity, including any manipulation or attempted manipulation of governments or elections, or to spread misinformation or misleading information about a person, group, or entity;

(vii) use the Services to generate content for fraudulent activities, schemes, scams, phishing, or malware that can result in direct financial or psychological harm;

(viii) use the services to create psychologically harmful content;

(ix) facilitate or promote the exchange of illegal or highly regulated goods;

(x) use the Services to defraud, scam, spam, mislead, bully, harass, defame, discriminate based on protected attributes, sexualize children, or promote or incite violence or hatred; or

(xi) misrepresent (x) the source of the Output, or (y) that Output is human-generated.

(d) Personal Information. Personal Information uploaded to, transmitted to, submitted to, provided to, or Processed by Luma in connection with Customer’s use of the Services will be treated in accordance with the Privacy Policy.

(e) Suspension. Luma may immediately suspend Customer’s and its Authorized Users’ access to the Service:

(i) If Customer breaches Section 3(b) (Restrictions) or Section 3(c) (Acceptable Use);

(ii) if changes to Laws or new Laws require that Luma suspend the Services or otherwise may impose additional liability on us; or

(iii) if Customer’s or any of its Authorized Users’ actions risk harm to any of Luma’s other customers or the security, availability, or integrity of the Services.

You acknowledge that your violation of this Agreement may result in the suspension or termination of your access to and use of the Services. Where practicable, Luma will use reasonable efforts to provide Customer with prior notice of the suspension. If the issue that led to the suspension is resolved, Luma will use reasonable efforts to restore your access to the Services.

(f) Scope Limitations. You acknowledge and agree that Luma may, from time to time, establish general practices and limits concerning the use of the Services. You further acknowledge that Luma AI reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

4. Input; Output.

(a) Input Generally. As between the parties, Customer retains all intellectual property rights and other rights in Input and Output. Customer is responsible for its Input, including its content and accuracy, and will comply with Laws, Policies and this Agreement when using the Services. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for the collection, access, use, disclosure, transfer, transmittal, storage, hosting, or other processing of Input as set forth in this Agreement without violating or infringing Laws, third-party rights, or terms or policies that apply to the Input. You agree to pay all monies owing to any person or entity resulting from uploading the Input and from Luma’s exercise of the license set forth in this Section 4 (Input; Output).

(b) Specific Rules for Photographs and Images. If you Upload a photograph or image to the Services that includes one or more persons, you hereby grant such persons and their administrators, guardians, heirs, and trustees, if any, an irrevocable, perpetual, royalty free, fully paid-up, worldwide license to reproduce, distribute, and publicly display that photograph for personal use and through any online platform or service, but not to promote any third-party product, good, or service. The license contained in this Section does not permit the subject of any photo or their administrators, guardians, heirs, or trustees to sell that image or photograph, whether on a standalone basis or as embodied in any product (including your products and services). If you use any Output that identifies or resembles a person, you will publicly identify that such Output was AI generated.

(c) You Must Have Rights to the Input You Upload; Certain Representations and Warranties. You must not Upload Input if you are not the owner of or are not fully authorized to grant rights in all of the elements of that Input. Luma disclaims any and all liability in connection with Input. You are solely responsible for your (and your Authorized Users’ and End Users’) Input and the consequences of providing Input via the Services. By providing Input via the Services, you affirm, represent, and warrant to us that:

(i) you are the owner of the Input, or have the necessary licenses, rights, consents, and permissions to use your Input or have it used, in the manner contemplated by Luma, the Services, and this Agreement;

(ii) the Input, and the Uploading or other use of your Input as contemplated by this Agreement, does not and will not: (v) infringe, violate, misappropriate, or otherwise breach any third party’s right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (w) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; (x) cause Luma to violate any Law or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; (y) constitute unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (z) further or promote any criminal activity or enterprise or provide instructional information about illegal activities;

(iii) the Input could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate; and

(iv) the Uploading of Input is not intended to generate Output that is substantially similar to any form of intellectual property owned or controlled by a third party.

(d) Input Disclaimer. We are under no obligation to edit or control any Output or any Input that you or other users Upload, and we will not be in any way responsible or liable for Input or Output. The Services may, however, at any time and without prior notice, screen, remove, edit, or block any Input or Output that in our sole judgment violates this Agreement, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Services, Input or Output may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and hereby waive, any legal or equitable right or remedy you have or may have against Luma with respect to Input or Output.

(e) Output. As between the parties and to the greatest extent permitted by Law, Customer owns and retains all right, title, and interest in and to the Output and Luma hereby assigns to Customer all of Luma’s right, title, and interest in and to the Output. The foregoing assignment above does not include any right, title, or interest to output of any third party.

(f) Fine-Tuning. To the extent any functionality of fine-tuning, customization, or modification of the Services (such process, “Fine-Tuning”) is enabled by us within the Bedrock environment and made available to you, you may submit certain data or information for purpose of the Fine-Tuning (“Fine-Tuning Materials”). You represent and warranty that you have right to use such Fine-Tuning Materials for purpose of Fine-Tuning without violating any Law or any third party’s rights. The Service that has gone

through a Fine-Tuning process created by or on behalf of you (i.e., a particular Customer) (the “Fine-Tuned Service”) will be made available solely to you; provided that no weights, parameters or model architecture details will be provided to you.

5. Respect of Third-Party Rights; Cooperation.

(a) Respect of Third-Party Rights. Luma respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Services to do the same. Infringing activity will not be tolerated on or through the Services.

(b) Cooperation. You agree to cooperate with Luma in good faith to comply with applicable legal requests.

6. Communications. You may receive electronic communications from us based on your use of the Services and related to this Agreement. Except where prohibited by applicable law, electronic communications may include email, through the Services or your management dashboard within the Amazon Bedrock environment, or on our website.

7. Commercial Terms.

(a) Term. This Agreement begins on the Effective Date and continue until terminated (the “Term”).

(b) Fees. Customer is responsible for paying to AWS all applicable fees and taxes related to the use of our Services (the “Fees”). A failure to pay such Fees may result in the suspension of access to our Services and a termination of this Agreement.

8. Representations and Warranties; Disclaimer.

(a) Representations and Warranties.

(i) Each party represents and warrants to the other party that: (x) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; and (y) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of its obligations under this Agreement.

(ii) Customer represents and warrants to Luma that: (x) it will comply with all Laws; and (y) it has provided all notices to and obtained all necessary and sufficient rights, permissions, capacity, consents, and authority to fully comply with its obligations under this Agreement (including, without limitation, to submit, Upload, transmit, or use Input in connection with the Services in Section 4 (Input; Output) and in Section 10 (Intellectual Property)) without violating Laws, infringing, misappropriating, or otherwise diluting any third-party rights (including intellectual property, publicity, privacy, or other proprietary rights), or breaching any terms or conditions in any agreement or privacy policies with a third party.

(b) Disclaimer. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. THE SERVICES AND OUTPUT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, LUMA, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICES OR LUMA OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES (INCLUDING THE OUTPUT) WILL CREATE ANY WARRANTY REGARDING LUMA OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICES AND YOUR DEALING WITH ANY OTHER USER OF THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICES AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES) OR ANY LOSS OF DATA. LUMA DOES NOT WARRANT THAT THE SERVICES OR ANY PORTION OF THE SERVICES, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICES (INCLUDING OUTPUT), WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND LUMA DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. LUMA DOES NOT WARRANT THAT RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. WE DO NOT WARRANT THAT LUMA WILL REVIEW INPUT OR OUTPUT FOR ACCURACY, OR THAT IT WILL MAINTAIN INPUT OR OUTPUT WITHOUT LOSS. WE MAKE NO WARRANTY REGARDING THE OUTPUT OR THE SERVICES’ SUITABILITY AS A REPLACEMENT FOR ANY SAFETY OR COMPLIANCE MEASURE. LUMA IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE LUMA’S
CONTROL. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD. Under no circumstances will Luma AI be liable in any way for any third-party content, information, data, or other materials displayed or otherwise made available in connection with the Services (including any errors or omissions in any such materials) or for any loss or damage of any kind incurred as a result of the use of any such materials.

9. Term and Termination.

(a) Term. This Agreement starts on the Effective Date and continues until the termination of this Agreement pursuant to Section 9(b).

(b) Termination. Either party may terminate this Agreement if the other party: (i) fails to cure a material breach of this Agreement (including in the event of a failure to pay Fees by Customer, Luma may terminate) within thirty (30) days after notice; (ii) ceases operation without a successor; or (iii) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within sixty (60) days.

(c) Effect of Termination. Upon expiration or termination of this Agreement, Customer’s access to and Luma’s obligations to provide the Services will cease. These provisions survive expiration or termination of this Agreement: 3(b) (Restrictions), 3(c) (Acceptable Use), 4 (Input; Output), 7 (Commercial Terms), 8 (Representations and Warranties), 9(c) (Effect of Termination), 10 (Intellectual Property), 11 (Limitations of Liability), 12 (Indemnification), 13 (Confidentiality), 14 (Modifications), and 15 (Miscellaneous), 16 (Definitions), and any other provision that, by its terms, is intended to survive expiration or termination. Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

10. Intellectual Property.

(a) Reservation of Rights. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Customer’s right to use set forth in accordance with this Agreement, Luma and its licensors retain all intellectual property rights and other rights in the Service, Software, Documentation, and Luma’s technology, materials, interfaces, content, information, or other forms of intellectual property used in connection with the Services, including any modifications or improvements to these items made by us or on our behalf.

(b) Feedback. We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions to Luma regarding existing functionalities, problems with or proposed modifications or improvements to the Services (“Feedback”), then you hereby transfer and assign to Luma all of your intellectual property and other rights in such Feedback. Luma may exploit the Feedback in any manner and for any purpose, including to improve the Services and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.

(c) Trademarks. The name, logos, trademarks, service marks, and other branding elements of Luma or its products or services (collectively the “Luma Trademarks”) are owned by Luma. Other names, logos, trademarks, service marks, or other branding elements used or otherwise displayed via the Service are owned by Luma’s third-party licensors, each of whom may or may not endorse or in any way be affiliated with Luma. Nothing in this Agreement, Documentation, Policies, or the Services will be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Luma Trademarks without our prior written consent (which may be revoked at any time by Luma in its sole discretion). All goodwill generated from any approved use of Luma Trademarks will inure to our exclusive benefit.

11. Limitations of Liability. Neither Luma’s nor its suppliers or licensors will have liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of their possibility in advance (including those arising from: (a) the use of the Services, or the inability to use the Services (including due to suspension or termination of Customer’s access to the Services), or any modification to the Services; (b) the cost of procurement of substitute goods and services resulting from any goods, data, information, or services purchased or obtained or messages received or transactions entered into through or from the Services; (c) unauthorized access to or alteration of Input or Output; (d) statements or conduct of any other user of the Service; or (e) any other matter relating to the Services). EXCEPT AS PROVIDED IN SUBSECTIONS (v) AND (vi) OF SECTION 15(b) (ARBITRATION), NEITHER LUMA’S NOR ITS SUPPLIERS’ OR LICENSORS’ TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED IN THE AGGREGATE THE GREATER OF: (A) $50.00 (USD); OR (B) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO LUMA PURSUANT TO THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM GIVING RISE TO THE LIABILITY AROSE UNDER THIS AGREEMENT. THE WAIVERS AND LIMITATIONS IN THIS SECTION 11 APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

12. Indemnification.

(a) Indemnification by Customer. Customer will defend and indemnify Luma, as well as Luma’s service providers (including AWS in its capacity as a service provider to Luma), and its or their respective affiliates, and their respective directors, officers, employers, agents, successors and assigns (collectively “Luma Parties”) for any claims, demands, or actions brought by a third party (“Claims”) arising out of or in connection with: (i) any Input, Output or Fine-Tuning Materials; (ii) its or its Authorized Users’ violations of Law, fraud, gross negligence, or willful misconduct; or (iii) its or its Authorized Users’ breach or non-fulfillment of any representation, warranty, or covenant in this Agreement. The applicable Luma Party will provide Customer with: (x) reasonable written notice of the Claim (provided that any delay in providing notice will not relieve Customer of its indemnity obligations under this Agreement unless, and only to the extent, the Customer was prejudiced by the delay); (y) the exclusive right to control and direct the investigation, defense and settlement of the Claim (provided that no settlement admitting liability on the part of the Luma Party may be made without the express written consent of the Luma Party); and (z) reasonable assistance and cooperation at Customer’s sole cost and expense. Luma may participate in a Claim with its own counsel at its own expense. Customer will pay, on the Luma Parties’ behalf, all damages awarded in a final judgment or settlement of such Claims (including reasonable attorney’s fees, interest, and penalties to the extent included therein).

(b) Indemnification by Luma.
(i) Luma will defend and indemnify Customer for any damages finally awarded by a court of competent jurisdiction and any settlement amounts payable to a third party arising out of a Claim alleging that the Services infringe any third-party intellectual property right. This defense and indemnity obligation excludes Claims to the extent arising directly or indirectly from: (v) combination of any Services with technology, products, services, or software not provided by Luma, (w) Fine-Tuning of the Services by any party other than us, (x) Input, Fine-Tuning Materials or any training or other data you provide to us, (y) your or your Authorized Users’ or End Users’ failure to comply with this Agreement or Laws or industry standards applicable to you or the use of our Services, or (z) claims based on the Output’s or your (or Authorized Users’ or End Users’ use of the Outputs) actual or alleged intellectual property infringement or misappropriation. Customer will provide Luma with: (A) reasonable written notice of the Claim (provided that any delay in providing notice will not relieve Luma of its indemnity obligations under this Agreement unless, and only to the extent, Luma was prejudiced by the delay); (B) the exclusive right to control and direct the investigation, defense and settlement of the Claim (provided that no settlement admitting liability on the part of the Customer may be made without the express written consent of Customer); and (C) reasonable assistance and cooperation at Customer’s sole cost and expense.
(ii) If we reasonably believe that all or any portion of the Services is likely to become the subject of any infringement claim, we may (x) procure, at our expense, the right for you to continue using the Services in accordance with this Agreement, (y) replace or modify the allegedly infringing Service so it is non-infringing, or (z), if (x) and (y) are not commercially practicable, we may, in our sole discretion, terminate this Agreement upon written notice to you and refund any prepaid amounts for unused Services. You will promptly comply with all reasonable instructions we provide you with respect to (x) through (y) in this Section 12(b)(ii), including any instruction to replace, modify, or cease use of an impacted Service.

13. Confidentiality.

(a) Definition. “Confidential Information” means information disclosed to the receiving party (“Recipient”) under this Agreement that is marked by the disclosing party (“Discloser”) as proprietary or confidential or, if disclosed orally, is designated as proprietary or confidential at the time of disclosure. Our Confidential Information includes any technical or performance information about the Services.

(b) Obligations. As Recipient, each party will: (i) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including in accordance with Section 4 (Input; Output); and (ii) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where Luma is the Recipient, Luma may retain the Customer’s Confidential Information to the extent required to continue to provide the Services. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 13 and they are bound to confidentiality obligations no less protective than this Section 13.

(c) Exclusions. These confidentiality obligations do not apply to information that Recipient can document: (i) is or becomes public knowledge through no fault of the receiving party; (ii) it rightfully knew or possessed prior to receipt under this Agreement; (iii) it rightfully received from a third party without breach of confidentiality obligations; or (iv) it independently developed without using Confidential Information.

(d) Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 13, without the necessity of posting any bond or proving actual damages.

(e) Required Disclosures. Nothing in this Agreement prohibits either party from making disclosures, including of Input and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.

14. Modifications. Luma may make modifications to this Agreement (“Modifications”) from time to time with notice to Customer. Modifications do not apply retroactively, and will take effect thirty (30) days after the earlier of (a) such Modifications are posted by AWS or Luma, or (b) Customer otherwise receives notice, except that Modifications made in response to changes in Law shall be effective immediately upon the earlier of (a) or (b). If Customer objects to the Modifications, Customer’s sole and exclusive remedy is to terminate this Agreement with notice to Luma. To exercise this termination right,
Customer must notify Luma of its objections before the Modifications take effect. Once the Modifications take effect, Customer’s continued use of the Service constitutes its acceptance of the Modifications. Luma may require Customer to click to accept the Modifications.

15. Miscellaneous.

(a) General Provisions. The parties are independent contractors, not agents, partners, or joint venturers. This Agreement, including the Privacy Policy and any other agreements expressly incorporated by reference into this Agreement (to the extent there are any), are the entire and exclusive understanding and agreement between Customer and Luma regarding your use of the Services. Customer may not assign or transfer this Agreement or its rights under this Agreement, in whole or in part, by operation of law or otherwise, without Luma’s prior written consent. Luma may assign this Agreement and all rights granted under this Agreement, including with respect to your Input, at any time without notice or consent. The failure to require performance of any provision will not affect Luma’s right to require performance at any other time after that, nor will a waiver by Luma of any breach or default of this Agreement, or any provision of this Agreement, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in this Agreement is for convenience only and will not have any impact on the interpretation of any provision. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) due to events beyond its reasonable control, such as a strike, pandemic, epidemic, health emergency, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster. Throughout this Agreement the use of the word “including” means “including but not limited to.” If any part of this Agreement is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Luma may use subcontractors and permit them to exercise Luma’s rights and to perform Luma’s obligations on behalf of Luma, but Luma remains responsible for their compliance with this Agreement.

(b) Arbitration. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND LUMA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
(i) Generally. Except as described in subsections (ii) and (iii) below, you and Luma agree that every dispute arising in connection with this Agreement, the Services, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
(ii) Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (w) bring an individual action in small claims court; (x) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (y) seek injunctive relief in a court of law in aid of arbitration; or (z) to file suit in a court of law to address an intellectual property infringement claim.
(iii) Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 15(b) within thirty (30) days after the date that you agree to this Agreement by sending a letter to Luma AI, Inc., Attention: Legal Department – Arbitration Opt-Out, 380 Hamilton Ave, P.O. Box 102, Palo Alto, CA, 94301 that specifies: your full legal name, the email address associated with your Account on the Services, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Luma receives your Opt-Out Notice, this Section 15(b) will be void and any action arising out of this Agreement will be resolved as set forth in Section 15(c). The remaining provisions of this Agreement will not be affected by your Opt-Out Notice.
(iv) Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by this Agreement. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Luma.
(v) Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Luma’s address for Notice is: Luma AI, Inc., 380 Hamilton Ave, P.O. Box 102, Palo Alto, CA, 94301. The Notice of Arbitration must: (x) identify the name or Account number of the party making the claim; (y) describe the nature and basis of the claim or dispute; and (z) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within thirty (30) days after the Notice of Arbitration is received, you or Luma may commence an arbitration proceeding. If you commence arbitration in accordance with this Agreement, Luma will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if the Company has received twenty-five (25) or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.
(vi) Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (x) solely on the basis of documents submitted to the arbitrator; (y) through a telephonic or video hearing; or (z) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or Luma must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
(vii) Arbitration Relief. Except as provided in subsection (viii) below, the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Luma before an arbitrator was selected, Luma will pay to you the higher of the amount awarded by the arbitrator and US$10,000. The arbitrator’s award shall be final and binding on all parties, except
(x) for judicial review expressly permitted by law or (y) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
(viii) No Class Actions. YOU AND LUMA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Luma agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
(ix) Modifications to this Arbitration Provision. If Luma makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within thirty (30) days of the change to Luma’s address for Notice of Arbitration, in which case your Account with Luma will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will
survive.
(x) Enforceability. If subsection (viii) above or the entirety of this Section 15(b) is found to be unenforceable, or if Luma receives an Opt-Out Notice from you, then the entirety of this Section 15(b) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 15(c) will govern any action arising out of or related to this Agreement.

(c) Governing Law; Venue. This Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be exclusively the state and United States federal courts located in San Mateo County, California, and both parties submit to the personal jurisdiction of those courts.

(d) Consent to Electronic Communications. By using the Services, Customer consents to receiving certain electronic communications from Luma as further described in Luma’s Privacy Policy. Please read Luma’s Privacy Policy to learn more about Luma electronic communications practices. Customer agrees that any notices, agreements, disclosures, or other communications that Luma sends to Customer electronically will satisfy any legal communication requirements, including that those communications be in writing.

(e) Contact Information. You may contact Luma by emailing Luma at support@lumalabs.ai if you experience any issue with respect to the Services.

(f) International Use; Export. We make no representation that the Services are appropriate or available for use outside of the United States. Access to the Services from countries or territories or by individuals where such access is illegal is prohibited. Customer agrees to comply with all relevant U.S. and foreign export and import Laws in using the Services, Input, and Output. Customer (i) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (ii) agrees not to access or use the Services in violation of any U.S. export embargo, prohibition or restriction, and (iii) will not submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations.

(g) Third-Party Beneficiary. For the sole purpose of Section 12(a), AWS and its affiliates are intended third-party beneficiaries under this Agreement.

16. Definitions.

(a) “Authorized User” means any employee or contractor of Customer that Customer allows to use the Services on Customer’s behalf.

(b) “Documentation” means all documentation, materials, or information, technical or otherwise, relating or used with respect to the applicable Services, including
specifications, operating manuals, user instructions, and technical literature, in any form, in each case provided or made available to Customer by Luma from time to time.

(c) “End User” means Customer’s end user of the Service.

(d) “High Risk Activities” means activities where use or failure of the Services could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, or air traffic control.

(e) “Input” means any data, information, content or materials (including messages, photos, video or audio, images, folders, data, text, and any other works of authorship or other works) that Customer (including any of its Authorized Users) submits, uploads, provides, makes available, or otherwise transmits (collectively, “Upload”) in connection with the Services.

(f) “Laws” means all applicable relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications, and export of data, including Personal Information and Input.

(g) “Output” means any data, results, output, or other content (including three-dimensional renderings) that is generated or derived from Input.

(h) “Policies” means, collectively, Luma’s policy on acceptable use set forth in this Agreement and other policies regarding usage of the Services as may be made available by Luma from time to time.

(i) “Privacy Policy” means the privacy policy (available at https://lumalabs.ai/legal/privacy) as may be updated from time to time.

(j) “Process” means to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process.

(k) “Prohibited Data” means any: (i) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (ii) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”); (iii) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards; (iv) other information subject to regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations); (v) social security numbers, driver’s license numbers, or other government ID numbers; or (vi) any data similar to the above protected by Laws.

(l) “Software” means any software, scripts, or other code provided or made available by Luma to you under this Agreement in object code format.

Meta serverless models on Amazon Bedrock are sold by AWS. If you use any of these models on Amazon Bedrock, you agree to the additional terms below.

 

Llama 3, Llama 3.1, Llama 3.2, Llama 3.3, and Llama 4 are trained and developed by Meta Platforms, Inc. and Meta Platforms Ireland Limited (collectively, “Meta”) and is Third-Party Content. If you use Llama 3 on Bedrock (excluding Amazon Bedrock Marketplace) then the following additional terms apply: https://llama.meta.com/llama3/license/. If you use Llama 3.1 on Bedrock then the following additional terms apply: https://github.com/meta-llama/llama-models/blob/main/models/llama3_1/LICENSE. If you use Llama 3.2 on Bedrock then the following additional terms apply: https://github.com/meta-llama/llama-models/blob/main/models/llama3_2/LICENSE. If you use Llama 3.3 on Bedrock then the following additional terms apply: https://github.com/meta-llama/llama-models/blob/main/models/llama3_3/LICENSE. If you use Llama 4 on Bedrock then the following additional terms apply: https://www.llama.com/llama4/license/.

Mistral AI serverless models on Amazon Bedrock are sold by AWS. If you use any of these models on Amazon Bedrock, you agree to the additional terms below.

 

Mistral on Bedrock

“Mistral Models" are any models trained and developed by Mistral AI ("Mistral") offered on Amazon Bedrock, with the exception of models offered on Amazon Bedrock Marketplace. Mistral Models are Third-Party Content. Capitalized terms used but not defined in these terms (“Terms”) are used as defined in the AWS Service Terms or in the Agreement (as defined in the AWS Service Terms). You may use the Mistral Models subject to the following Terms:

• Mistral Models are provided on an “as is” basis and may be modified, updated, or enhanced from time to time. Mistral does not convey any representations or warranties to you regarding the accuracy, reliability, or completeness of the Mistral Models or their suitability for your specific requirements or use case.
• AWS may share information with Mistral about your use of the Mistral Models, including Account Information and usage information (but not Your Content), for Mistral’s internal business analytics and support of the Mistral Models on Amazon Bedrock.
• Mistral owns all right, title, and interest in and to the Mistral Models. You will not have any access to the weights or source code of the Mistral Models without Mistral’s consent.
• You represent that you have all necessary rights to the inputs to the Mistral Models.
• Subject to the limitations below, Mistral will defend you against any third-party claim alleging that the Mistral Models or output from the Mistral Models infringes or misappropriates that third-party’s intellectual property rights.
• Mistral will have no indemnity obligations or liability for any third-party claim arising from: (i) output generated in connection with inputs or other data provided by you that infringe or misappropriate another party’s intellectual property rights; (ii) your combination of the Mistral Models with your or a third-party’s software or hardware where the claim would not have arisen but for this combination (iii) your interference with or failure to enable available filters and other tools or follow instructions made available for the Mistral Models; (iv) your breach of these Terms; (v) your fine-tuned, refined, customized, or otherwise modified Mistral Models where the alleged infringement or misappropriation would not have occurred but for this fine-tuning, refinement, customization, or modification; or (v) your failure to comply with applicable law.
• To the extent permitted by applicable law, and except with respect to Mistral’s indemnity obligations to you, Mistral will not be liable to you (i) for any indirect, special, incidental, punitive, exemplary or consequential damages (including real or alleged loss of revenues) arising out of your use of the Mistral Models, or (ii) for any liabilities, damages and costs incurred by you in connection with your use of the Mistral Models arising out of: (a) a force majeure event; (b) any cause not attributable to Mistral; or (c) output of a Mistral Model being similar or identical to any other customer’s output
• To the extent permitted by applicable law, and except with respect to Mistral’s indemnity obligations to you, Mistral’s liability to you will be limited to the lower of the aggregate payments you made to AWS for your use of the Mistral Models in the immediately preceding 4 months and EUR 10,000, except for Mistral’s open source models where the maximum liability will be the lower of 1 month of payments and EUR 1,000.
• You will defend, indemnify, and hold harmless Mistral, its affiliates, and its licensors from and against any losses arising out of a third-party claim caused by: (a) your use of the Mistral Models in violation of these Terms; (b) your application (if any); and (c) by any fine-tuned, refined, customized or modified Mistral Model where the claim would not have arisen but for this fine-tuning, refinement, customization, or modification.

OpenAI serverless models on Amazon Bedrock are sold by AWS. If you use any of these models on Amazon Bedrock, you agree to the additional terms below.

 

gpt-oss models are trained and developed by OpenAI OpCo, LLC and its affiliates, and are Third-Party Content. If you use any of these models on Bedrock (excluding Amazon Bedrock Marketplace) then the following additional terms apply based on the model(s) you use: https://huggingface.co/openai/gpt-oss-120b/blob/main/LICENSE; https://huggingface.co/openai/gpt-oss-120b/blob/main/USAGE_POLICY; https://huggingface.co/openai/gpt-oss-20b/blob/main/LICENSE; https://huggingface.co/openai/gpt-oss-20b/blob/main/USAGE_POLICY.

Stability AI serverless models on Amazon Bedrock are sold by Stability AI. If you use any of these models on Amazon Bedrock, you agree to the seller’s end user license agreement below.

 

STABILITY AMAZON BEDROCK END USER LICENSE AGREEMENT

Last Updated: April 29, 2024

Introduction, Overview, and Your Agreement

This End User License Agreement (and any other terms or information incorporated into it by reference) (collectively the “Terms”) is an agreement between Stability AI Ltd (“Stability,” we,” or “us”) and you. The Terms govern your access to and use of Stability’s foundational artificial intelligence (“AI”) models, related generative AI tools and application program interfaces (“APIs”) made available to you via Amazon Bedrock (the “Services”).

The Services are provided by Stability to provide you with generative tools to express your creativity and produce user-generated images from text prompts (“Content”).  The Services use an AI tool to generate this Content.  This use of AI is relatively new and still evolving.  As a result, while we have taken — and continue to take — efforts to preclude your creation of extreme content, we cannot guarantee the suitability or appropriateness of the resulting images you generate.  You are solely responsible for your use of the Services, including your text prompts, uploading of images and other training data, generation of Content, selection of Content, and the consequences of posting, publishing or otherwise sharing your Content with others (collectively, “Content Sharing”).

By agreeing to these Terms, you are representing that you are of a legal age to enter into a binding contract in your legal jurisdiction and agreeing to these Terms. If you are using the Services on behalf of a business or other entity, you also represent that you have authority to bind them to these Terms.  If you are not of legal age, do not agree to these Terms, or do not have that authority, you must not access or use the Services and any use would be wholly unauthorized and in violation of these Terms.

Your Information

For information concerning how and why we might collect, store, use, and/or share your personal information when you use the Services, please read and review our Privacy Policy.

Content Guidelines

As a valued user of our Services, the contribution of your near-boundless creativity plays an important part in creating a dream-worthy environment to produce incredible Content. We like to say “near-boundless” because your contributions must be safe, legal, and in accordance with these Terms.  We want to be very clear about what we expect from you, and how we may respond if you do not meet our expectations.  The restrictions set out below in “Prohibited Uses” (the “Content Guidelines”) apply to your Content and use of the Services, including any Content Sharing (as defined below).  Please review them carefully. You will not use the Services in any manner described below in “Prohibited Uses.”

ANY VIOLATION OF THESE TERMS (INCLUDING THE CONTENT GUIDELINES) MAY RESULT IN THE SUSPENSION OR TERMINATION OF YOUR ACCESS TO AND USE OF THE SERVICES.  WE MAY CHANGE THE SERVICES IN OUR SOLE DISCRETION.  WE WILL ENDEAVOR TO PROVIDE REASONABLE NOTICE OF ANY SUSPENSION, TERMINATION, OR CHANGE TO YOU, BUT SUCH SUSPENSION, TERMINATION, OR CHANGE MAY OCCUR WITHOUT NOTICE IF NEEDED TO COMPLY WITH LAW, PROTECT OR ENFORCE LEGAL RIGHTS, AVOID OR MITIGATE MISUSE OF THE SERVICES OR ADVERSE LEGAL OR REGULATORY IMPACTS, OR OTHERWISE TO ADDRESS OR PREVENT AN EMERGENCY.

Ownership

As between you and Stability, Stability is the exclusive owner of all the Services and all Stability tools and templates (including the foundational AI models) (“Stability AI Tools”), all related documentation provided by us to you, and Stability’s improvements to any of the foregoing (including all of our intellectual property rights (collectively, the “Stability AI Materials”). Stability AI reserves all rights in and to the Stability AI Materials not expressly granted to you pursuant to these Terms.

As between you and Stability, you will exclusively own the incremental improvements, enhancements, or other modifications created in any Stability AI Material as a result of having been Fine-Tuned by you or on your behalf (such improvements, enhancements, or other modifications, the “Incremental Fine-Tunings”), to the extent that any protectable intellectual property rights in the Incremental Fine-Tunings are created as a result of such Fine-Tuning.  The Incremental Fine-Tunings exclude the Stability AI Materials from which the Incremental Fine-Tunings were created. Stability will not have any rights in (including any license to or ownership of), and will not have access to, any such Incremental Fine-Tunings. You acknowledge that you will not have access to the Incremental Fine-Tunings except via API access through Amazon Bedrock.  "Fine-Tuning" means the process of improving, modifying, or otherwise enhancing a pretrained model, including with further training data, which model is then "Fine-Tuned".

As between you and Stability, you own the Content that you generate using the Services to the extent permitted by applicable law.

With respect to training data and other images and information (“Uploads”) you load to the Services, you represent and warrant that you own sufficient right, title, and interest in and to such training data, including without limitation, copyrights and rights of publicity contained therein.  You are responsible for the Content, including for ensuring any Content Sharing does not violate any applicable law, intellectual property right of any third party, or these Terms. 

Prohibited Uses

We want you to use the Services to express yourself and to develop Content that you find interesting, but not at the expense of the safety and well-being of others.  Accordingly, you may not, or assist any other person in, the use of the Services to:

● Violate these Terms or other policies applicable to the Services;

● Include sensitive personal information (such as phone numbers, residential addresses, health information, social security numbers, driver’s license numbers, or other account numbers) about yourself or any other person;

● Violate the privacy, publicity, or other rights of any third party, including intellectual property rights;

● Further or promote criminal activity or enterprise or provide instructional information about illegal activities;

● Generate any Content or engage in Content Sharing that a reasonable person could find obscene, lewd, lascivious, offensive, pornographic, indecent, vulgar, prurient, excessively violent, or to be a glorification or promotion of violence or a celebration of the suffering or humiliation of any person or class of people (whether living or deceased) (including visible genitalia, bare breasts, fully-nude buttocks, depictions of suicide or explicit sexual activity, fetishistic content, bodily fluids, bestiality, or imagery that shows violent death or acts of torture);

● Generate Content or engage in any Content Sharing that has any risk or possibility of exploiting, harming, or endangering the health or well-being of children or other minors (“Children”), such as images of Children in sexualized costumes, poses, or a sexual fetishistic context, or which identifies, directly or indirectly, alleged victims of child sexual exploitation, or for the purpose of exploiting, harming or attempting to exploit or harm Children in any way;

● Generate Content or engage in any Content Sharing that may exploit any vulnerabilities, offend human dignity or may otherwise be defamatory, libelous, harassing, threatening, embarrassing, disparaging, distressing, hateful — racially, ethnically, or otherwise — to a person or class of people, or which may be discriminatory towards a person’s or class of people’s race, religion, color, age, ethnicity, national origin, disability, physical, or mental characteristics, sexual orientation, gender expression, gender identity, family status, medical or genetic condition, personality characteristics, or physical appearance, including through the material distortion of the behavior of any such person or class of people in a manner that causes or is likely to cause that person or class of people physical or psychological harm;

● Use the Services or any Content to stalk, harass, abuse, mock, ridicule, intimidate, disparage, defame, threaten, defraud, or otherwise mistreat or harm any person or class of people;

● Generate Content or engage in any Content Sharing that is intentionally misleading, false, or otherwise inappropriate or with the purpose of harming others, regardless of whether the Content or its dissemination is unlawful;

● Upload any materials that: (a) infringe any intellectual property or other proprietary rights of any party; (b) you do not have a right to upload under any law or under any contractual or fiduciary relationship;

● Upload any material, program, or software that contains any virus, worm, spyware, Trojan horse or other program or code designed to interrupt, destroy or limit the functionality of the Services, or in any other way attempting to interfere with the functioning and availability of the Services;

● Interfere with or disrupt the Services or servers or networks connected to the Services;

● Use the Services (a) for fully automated decision making that adversely impacts an individual’s legal rights or otherwise creates or modifies a binding, enforceable obligation; (b) to provide medical advice or medical results interpretation; or (c) generate Content or engage in Content Sharing used for administration of justice, law enforcement, immigration or asylum processes, such as predicting an individual will commit fraud/crime commitment (e.g. by text profiling, drawing causal relationships between assertions made in documents, indiscriminate and arbitrarily-targeted use);

● Enter into any agreement with, or make any representation to, any other person that conflicts with, results in any breach of, or constitutes a default under these Terms;

● Use the Services in any way that violates any applicable national, federal, state, local or international law or regulation; or

● Attempt to do any of the above.

The Services may block certain text prompts and blur resulting Content if we find (in our sole judgment) the prompt or resulting image too graphic, offensive, insensitive, or hurtful, even in circumstances where you may not have had any ill intent or where the Content does not otherwise violate the prohibitions described above.  We may also block text prompts or block or remove Content that we otherwise find objectionable or that we believe in our reasonable judgment may expose us or others to any harm or liability.

Access

Your access to or use of these Services may be suspended for your breach of these Terms or if your access to or use of the Services infringes on any third party’s intellectual property rights. Notice of any such suspension will be provided to you via your AWS customer account.

We may make changes to the Services in our reasonable discretion.

Feedback

We always love to receive feedback, comments, ideas, proposals, and suggestions for improvements to the Services (“Feedback”).  You acknowledge that any Feedback provided by you to Stability is not confidential and that Stability and its affiliates will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, without providing any compensation or other attribution or acknowledgment to you.

You hereby grant us a perpetual, irrevocable, worldwide license to use any Feedback, without compensation, without any obligation to report on such use, and without any other restriction. The foregoing license includes, without limitation, the right to exploit Feedback in any and every way, as well as the right to grant sublicenses and otherwise disclose any such Feedback to the public.

Indemnity

You will indemnify, defend and hold harmless Stability and its affiliates, shareholders, officers, directors, employees, agents, and representatives from and against any and all claims, including all damages, judgments, costs and expenses (including, reasonable attorneys’ fees) (“Claims”), arising out of and relating to (a) intellectual property infringement claims made against Stability concerning your inputs to the Services, (b) your use of the Services, including your access to, use of, or misuse of the Services, Content, Content Sharing, or (c) your violation of these Terms (including use of the Services in violation of these Terms).

Copyright Infringement Notice

If you have a good faith belief that copyrighted material on the Services are being used in a way that infringes a copyright over which you are authorized to act, you may make a Notice of Infringing Material here.

Disclaimer

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE) WITH RESPECT TO THE SERVICES OR CONTENT, AND DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.  STABILITY MAKES NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, AND (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. 

You agree that Stability will not be liable to you or to any third party, other than AWS, for any modification or discontinuance of the Services, except as set forth in the “Limitation of Liability” section below.

You understand that we are not responsible for any activities or legal consequences of your use of the Services.  Users are responsible for using the Services in compliance with all applicable laws and regulations of the jurisdictions in which such users are domiciled, reside, or are located at the time of such access or use, the jurisdictions into which such users direct any Content Sharing, as well as these Terms.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER STABILITY NOR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, LICENSORS, SERVICE PROVIDERS, AND AGENTS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF STABILITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICES OR ANY RELATED INFORMATION; (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY CONTENT; (C) CONDUCT OF ANY THIRD PARTY (INCLUDING OTHER USERS) OF THE SERVICES; OR (D) ANY OTHER MATTER RELATING TO THE SERVICES.  IN NO EVENT WILL STABILITY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE GREATER OF (I) TEN THOUSAND DOLLARS ($10,000) OR (II) THE PRICE YOU PAID FOR THE SERVICE IN THE LAST TWELVE (12) MONTHS.  IF YOU ARE MERELY DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES. 

YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO USE OF THE SERVICES OR THESE TERMS MUST BE FILED BY YOU WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF CERTAIN CATEGORIES OF DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Dispute Resolution by Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

1. Agreement to Arbitrate.  This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.”  You and Stability agree that any and all disputes, claims, demands, or causes of action (“Claims”) that have arisen or may arise between you and us, whether arising out of or relating to these Terms, the Services, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration before a neutral arbitrator, rather than in a court by a judge or jury, in accordance with the terms of this Arbitration Agreement, except that you or we may (but are not required to) assert individual Claims in small claims court, if such Claims are within the scope of such court’s jurisdiction.  Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf.  You agree that, by entering into these Terms, you and we are each waiving the right to a trial by jury or to participate in a class action and that our respective rights will be determined by a neutral arbitrator, not a judge or jury.  The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
2. Prohibition of Class and Representative Actions and Non-Individualized Relief.  YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.
3. Pre-Arbitration Dispute Resolution.  Before commencing any arbitration (or suit in small claims court, if available), each party agrees to send to the other party a written notice of Claim (“Notice”).  The Notice to Stability shall be sent to legal@stability.ai with a paper copy to: Stability AI Ltd., 88, Notting Hill Gate, London, W11 4HP, UK.  The Notice to you shall be sent to the email address we have on file for you (each, a “Notice Address”).  The Notice must (i) describe the nature and basis of the Claim in sufficient detail to evaluate the merits of the claiming party’s Claim and (ii) set forth the specific relief sought, including the amount of money (if any) that is demanded and the means by which the demanding party calculated the claimed amount.  Both parties agree that they will attempt to resolve a Claim through an informal negotiation within sixty (60) calendar days from the date the Notice is received.  If the Claim is not resolved within sixty (60) calendar days after the Notice is received, you or we may commence an arbitration proceeding.  Each party agrees that state and federal courts in New York, New York, may enter injunctive relief to enforce the pre-filing requirements of this paragraph, including an injunction to stay an arbitration that has been commenced in violation of this paragraph.
4. Arbitration Procedures.  The Federal Arbitration Act fully applies to the Arbitration Agreement.  Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) Consumer Arbitration Rules in effect at the time that such arbitration is initiated (collectively, the “AAA Rules”), as modified by this Arbitration Agreement.  Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer.  If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control.  The arbitrator must also follow the provisions of these Terms as a court would.  Except as set forth above, all issues are for the arbitrator to decide, including, but not limited to, threshold issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement and issues relating to (a) whether the terms of these Terms (or any aspect thereof) are enforceable, unconscionable, or illusory and (b) any defense to arbitration, including waiver, delay, laches, or estoppel.  During arbitration proceedings, the amount of any settlement offer made by Stability or you shall not be disclosed to the arbitrator.  Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law.  While an arbitrator may award declaratory or injunctive relief, the arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s Claim.  The arbitrator’s decision and judgment thereon will not have a precedent or collateral estoppel effect on any other Claim.  Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Any arbitration hearings will take place in New York, New York, at another mutually agreeable location or, if both parties agree, by telephone or video conference.  Whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator or by a hearing will be determined in accordance with the AAA Rules.  Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

1. Small Claims Court.  Subject to applicable jurisdictional requirements, either party may elect to pursue a Claim in a local small claims court rather than through arbitration so long as the matter remains in small claims court and proceeds only on an individual basis. 
2. Cost of Arbitration.  Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement.  If you are able to demonstrate to the arbitrator’s satisfaction that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, we will pay your portion of such fees, subject to allocation in the arbitrator’s award.  In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.  Any payment of attorneys’ fees will be governed by the AAA Rules.
3. Confidentiality.  Each of the parties shall maintain the strictly confidential nature of the arbitration, including all aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, and shall not (without the prior written consent of the other party) disclose to any third party the fact, existence, content, award, or other result of the arbitration, except as may be necessary to enforce, enter, or challenge such award in a court of competent jurisdiction or as otherwise required by law.
4. Opt Out.  You may reject this Arbitration Agreement, in which case only a court may be used to resolve any Claim.  To reject this provision, you must send us an opt-out notice (the “Opt Out”) within thirty (30) days after you first use the Services.  The Opt Out must be sent to the Stability Notice Address.  The Opt Out must include your name, phone number, AWS account  number and the email address you used to sign up and use the Services. This is the only way of opting out of this Arbitration Agreement. Opting out will not affect any other aspect of these Terms, and will have no effect on any other or future agreements you may reach to arbitrate with us.
5. Severability.  If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than Paragraph 2) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified.  If a court or the arbitrator decides that any of the provisions of Paragraph 2 above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to Claims for public injunctive relief.  The remainder of these Terms will continue to apply.

Choice of Law

Any and all Claims shall be governed by the Federal Arbitration Act, and the internal substantive laws of the State of New York in all respects, without regard for the jurisdiction or forum in which the user is domiciled, resides, or located at the time of such access or use.  Except as provided in the Arbitration Agreement, all Claims will be brought in the federal or state courts located in New York, New York, and you and Stability each unconditionally, voluntarily, and irrevocably consent to the exclusive personal jurisdiction and venue of those courts.  YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS THAT IS NOT SUBJECT TO ARBITRATION, AS SET FORTH ABOVE.

A printed version of these Terms and any other notice given in electronic form will be admissible in any arbitral, judicial, or administrative proceedings based upon or relating to these Terms and your use of the Services to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Waiver and Severability

If you do not comply with a portion of these Terms and we do not take action right away, this does not mean we are giving up any of our rights under these Terms. If any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction or arbitrator, the remainder of the Terms shall be enforced to the maximum extent permitted by law.

Entire Agreement; Construction

These Terms contain the entire agreement between you and Stability regarding your use of the Services and, supersede any prior or contemporaneous agreements, communications, or understandings between you and Stability on that subject.

Assignment and Delegation

You may not assign or delegate these Terms or any rights or obligations under these Terms.  Any attempted or purported attempted assignment or delegation shall be null and void, and will automatically terminate your right to use the Services. We may assign or delegate these Terms or any rights or obligations under these Terms in connection with a merger, acquisition or sale of all or substantially all of our assets, or to any affiliate or as part of a corporate reorganization.

Notices

All notices to Stability under these Terms, unless otherwise specified shall be sent to legal@stability.ai.  We may notify you using the email address we have on file for you.  Service of any notice will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by postal mail.

Changes to these Terms

We may change or modify these Terms by posting a revised version within the Services, and will state the date they were last revised. Changes will not apply retroactively and will become effective no earlier than fourteen (14) calendar days after they are posted, except for changes addressing new Service functions or changes made for legal reasons, which will be effective immediately.  Your continued use of the Services after any change means you agree to the new Terms.

Twelve Labs serverless models on Amazon Bedrock are sold by Twelve Labs. If you use any of these models on Amazon Bedrock, you agree to the seller’s end user license agreement below.

 

Twelve Labs, Inc.

Twelve Labs AWS Bedrock Enterprise User License Agreement

Last updated: July 15, 2025

1. Scope.

1.1 Agreement and Parties. This Twelve Labs AWS Bedrock Enterprise User License Agreement (“EULA”) applies to and is entered into between Twelve Labs, Inc., a Delaware corporation (“we,” “us,” or “Provider”) and the individual or entity (“you” or “Customer,” and each of Customer and Provider, a “Party”) that uses the foundational models and associated application programming interfaces or other technology we have made available in Amazon Bedrock (“Services”). Neither Amazon Web Services, Inc. nor any of its Affiliates (collectively, “AWS”) is a party to this EULA and none of them will have any liability or obligations under this EULA. “Affiliate” means any entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with a Party. “User” means you, your Affiliates, and any other person authorized by you or your Affiliates to use Services in Amazon Bedrock, including your customers and end users.

1.2 Updates to the EULA. We may amend this EULA at any time by posting the modified version in the Amazon Bedrock interface or the AWS Service Terms. The changes will take effect (a) once a User uses a Services after such change or (b) upon the effective date stated in such modified version (if later). This EULA may also be changed by an amendment mutually agreed upon in writing by the Parties, which will take precedence over any conflicting provisions of the then-current EULA.

2. Access and Use.

2.1 Services. This EULA does not grant you any intellectual property license or right in the Services, except the right to use the Services in Amazon Bedrock in accordance with this EULA.

2.2 Acceptable Use and Requirements. You may not use, and will not allow others to use, the Services to: (a) sell, sublicense, distribute or rent the Services (in whole or part), or grant non-Users access to the Services, (b) reverse engineer, decompile or seek to access the source code of the Services, except to the extent these restrictions are prohibited by applicable law and then only upon advance notice to Provider, (c) copy, modify, create derivative works of or remove proprietary notices from the Services, (d) conduct security or vulnerability tests of the Services, interfere with its operation or circumvent its access restrictions or (e) use the Services to develop a product that competes with the Services.  You agree to only use the Services in accordance with and subject to the Documentation.  You agree to the Acceptable Use and Conduct Policy attached as Exhibit A.  “Documentation” means the then-current, generally available user documentation provided by Provider detailing the functionality of the Services.

2.3 Fees. You will pay all applicable fees and taxes related to use of the Services to AWS at the rates posted at https://aws.amazon.com/bedrock/pricing/ unless otherwise agreed by the Parties. We may update the published rates from time to time, to be effective the earlier of 30 days after the updates are posted by us or AWS or when you otherwise receive notice. You will pay the fees for your use of the Services, and applicable taxes, to AWS in accordance with your agreement with AWS to access and use AWS products or services (“AWS Agreement”). This EULA does not limit any obligations or rights you or AWS have under the AWS Agreement.

2.4 Suspension. We may require that AWS suspend your access to any portion or all of the Services if we reasonably believe or determine that (a) there is a risk to or attack on any of the Services; (b) you or any User are using the Services in violation of Section 2.2 of this EULA; or (c) the Services becomes prohibited by applicable law (each, a “Service Suspension”). We will use reasonable efforts to provide written notice of any Service Suspension to you and work with AWS to restore access as soon as reasonably possible after the event giving rise to the Service Suspension is cured, where curable. We will have no liability for any losses (including any loss of data or profits) that you experience as a result of a Service Suspension.

3. Proprietary Rights; Feedback. Subject to the rights expressly granted in this EULA, we retain all right, title, and interest we may have in and to the Services including all intellectual and proprietary rights in the Services. Subject to this EULA: (a) we make no claim to ownership of, and have no rights to, any text, documents, images, or other material that is submitted by or on behalf of you to a Services in order to receive a result generated by the Services (“Inputs”) or content generated by a Services based on your Inputs (“Outputs”); and (b) if customization functionality is enabled with respect to a Services, you will have exclusive use of and access to any incremental improvements, enhancements, fine-tuning, or other modifications to the Services (“Customizations”) created as a result of your use of that functionality. We assign and transfer to you any and all right and title we may have in the Outputs. We have no rights under this EULA to access your AWS account, including any Inputs or Outputs contained in your account. You acknowledge Provider will not have access to your Inputs and Outputs and, as such, we cannot and will not train, develop, or improve our Services with your Inputs or Outputs. If you choose to provide us with ideas, suggestions, or proposals (“Feedback”), you grant us a non-exclusive, perpetual, irrevocable, sub-licensable, transferable, worldwide, royalty-free license to use such Feedback in any manner without any obligation or restriction.

4. Confidentiality.

4.1 Scope. This Section 4 applies if there is no separate nondisclosure agreement between the Parties (or their Affiliates) that applies to the exchange of Confidential Information in connection with the Services in Amazon Bedrock. “Confidential Information” means any nonpublic information directly disclosed or made accessible by either Party (“Discloser”) to the other Party (“Recipient”) pursuant to this EULA that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered confidential. Confidential Information will not, however, include any information that: (a) was publicly known or generally available before the time of disclosure; (b) becomes publicly known or generally available after disclosure through no fault of Recipient; (c) is in the possession of Recipient, without restriction as to use or disclosure, at the time of disclosure; (d) was lawfully received, without restriction as to use or disclosure, from a third party who was free to share with Recipient; or (e) is developed by Recipient independently from this EULA and without use of or reference to Discloser’s Confidential Information or intellectual property.

4.2 Obligations. Each Party will maintain as confidential the Confidential Information of the other Party using all reasonable precautions, including restricting disclosure to individuals who need to know in connection with this EULA and are bound to similarly protective confidentiality obligations, and notifying the other Party of any unauthorized use or disclosure and reasonably cooperating to limit further use or disclosure. Neither Party will use Confidential Information of the other Party for any purpose other than fulfilling its obligations or exercising its rights under this EULA. If required by law or governmental action, Recipient may disclose Confidential Information as so required but will give reasonable prior notice (when legally permitted) to Discloser. Recipient must still treat such information as Confidential Information.

5. Publicity. Neither Party will issue any press release or make any other public communication with respect to this EULA or your use of the Services without the other Party’s prior written consent.

6. Warranties, Disclaimers. Each Party represents and warrants that it is authorized to enter this EULA. You represent and warrant that you have all rights and consents required to submit Inputs to the Services. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR IN THESE TERMS OR AS PROHIBITED BY LAW, WE DISCLAIM ALL WARRANTIES OF EVERY KIND, EXPRESS OR IMPLIED.

7. Term and Termination. This EULA will continue as long as you continue to use the Services, unless terminated earlier under this Section. We may terminate this EULA if you materially breach the EULA and do not cure the breach within 30 days following receipt from us of written notice of the breach. Upon termination or expiration of this EULA, your right to use the Services will terminate, and your access to the Services may be disabled. Sections 2 (Access and Use), 3 (Proprietary Rights), 4 (Confidentiality), 6 (Warranties, Disclaimers), 7 (Term and Termination), 8 (Limitations of Liability), 9 (Indemnification), 10 (Governing Law), and 11 (General) will survive any expiration or termination of this EULA.

8. Limitations of Liability. Except for breaches of Sections 2.2 (Acceptable Use and Requirements) or 4 (Confidentiality), our indemnity obligations under Section 9.2 (Provider Output Indemnity), your indemnity obligations under Section 9.3 (Customer Indemnity), either party’s infringement or misappropriation of the other party’s intellectual property rights, or in the case of either Party’s gross negligence, willful misconduct, or fraud, in no event will: (a) either Party be liable to the other Party for any loss of data, loss of profits, cost of cover, or other indirect, special, punitive, incidental, or consequential damages arising out of or in connection with this EULA, however caused and regardless of theory of liability; nor will (b) either Party’s liability for direct damages under this EULA exceed the fees and other amounts paid and required to be paid by you for use of the Services in the twelve-month period preceding the claim.

9. Indemnification.

9.1 Provider Services Indemnity. We will defend you, your Affiliates, and your employees, officers, and directors from and against any third-party claim alleging that the Services infringe or misappropriate that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement. We will have no liability or obligation under this Section 9.1 to the extent the claim arises out of: (a) Inputs or other data provided by or on behalf of you; (b) your use of the Services in breach of this EULA; (c) Customizations; (d) your use of the Services in a manner that you know or reasonably should know violates or infringes a third party’s intellectual property rights or (e) use of the Service in combination with items not provided by Provider, including third-party platforms.

9.2 Provider Output Indemnity. We will defend you, your Affiliates, and your employees, officers, directors from and against any third-party claim alleging that the Output generated by the Services infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement. We will have no liability or obligation under this Section 9.2 with respect to any claim: (a) arising from Output generated in connection with Inputs or other data provided by you that, alone or in combination, infringes or misappropriates another party’s intellectual property rights; (b) if you disregard instructions made available for the Services; (c) if your use of the Services breaches the EULA; (d) if you have made Customizations to the Services, and the alleged infringement or misappropriation would not have occurred but for this Customization; (e) arising after you receive notice to stop using the Output; (f) arising from Output that you know or reasonably should know may infringe or misappropriate another party’s intellectual property rights; or (g) alleging that your use of Output infringes a third party’s trademark or related rights. The remedies in this Section are the sole and exclusive remedies under the EULA for any third-party claims alleging that the Output generated by the Services infringes or misappropriates a third-party’s intellectual property rights.

9.3 Customer Indemnity. You will, at your expense, defend us and our Affiliates and our employees, officers, and directors against any third-party claim alleging that any of your Inputs infringe or misappropriate that third party’s intellectual property rights, or any third-party claim arising out of your breach of this EULA, and will pay the amount of any adverse judgment or final settlement.

9.4 Process. The indemnification obligations in this Section 9 will apply only if the Party seeking defense or indemnity: (a) gives the other Party prompt written notice of the claim; (b) permits the other Party to control the defense and settlement of the claim; and (c) reasonably cooperates with the other Party (at the other Party’s expense) in the defense and settlement of claim. In no event will a Party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other Party.

9.5 Exclusive Remedy. This Section 9 sets out the indemnified party’s exclusive remedy and the indemnifying party’s sole liability regarding third-party claims covered by this Section 9.

10. Governing Law; Disputes. This EULA is governed by the laws of the State of California, without reference to its conflict of law rules. Each party agrees to exclusive personal jurisdiction and venue in the federal and state courts in San Francisco for any dispute arising out of this EULA. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this EULA.

11. General. Neither Party may assign this EULA without the prior written consent of the other Party, except that we may assign this EULA to an Affiliate or in connection with any merger, reorganization, sale of all or substantially all of our assets, or any similar transaction. Effective upon such assignment, the assignee is deemed substituted for us as a Party to this EULA, and we are fully released from all of our obligations and duties to perform under this EULA. Any assignment or transfer in violation of this Section will be void. Subject to this Section, this EULA will be binding upon, and inure to the benefit of, the Parties and their respective permitted successors and assigns. This EULA is the entire agreement between you and us and supersedes all prior or contemporaneous agreements between you and us, whether written or verbal, regarding the subject matter of this EULA. Any failure or delay by either Party to exercise or partially exercise any right under this EULA will not be deemed a waiver of such right. A waiver will be valid only if made in writing by the Party making the waiver. If any term of this EULA is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this EULA will not be affected and will be valid and enforceable to the fullest extent permitted by law. To be effective, notice under this EULA must be given in writing (email sufficient). Except as set forth in Section 9, this EULA does not create any third-party beneficiary rights in any individual or entity that is not a Party to this EULA.  To the extent applicable, the Service is “commercial computer software” or a “commercial item” for purposes of FAR 12.212 and DFARS 227.7202; use, reproduction, release, modification, disclosure or transfer of the Service is governed solely by the terms of this Agreement, and all other use is prohibited.

Exhibit A

Twelve Labs Acceptable Use and Conduct Policy

This Acceptable Use and Conduct Policy (“Policy”) governs your use of the products and services offered by Twelve Labs Inc. and its affiliates (“we”, “our”, “us”, and “Products”, respectively).

You shall not use, or facilitate or allow others to use the Products:

1. for any illegal, invasive, infringing, defamatory, or fraudulent activity (including, for example, phishing, creating a pyramid scheme or mirroring a website);

2. to violate or encourage the violation of the rights of others;

3. to threaten, incite, promote, or actively encourage violence, terrorism, or other serious harm;

4. for any content or activity that promotes child sexual exploitation or abuse, is pornographic, harassing, excessively profane, hateful (including attacking others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or medical condition, or is otherwise exploitive or abusive), or otherwise objectionable as determined by Twelve Labs in its sole discretion;

5. to violate the security, integrity, or availability of any user, network, computer or communications system, software application, network, or computing device;

6. to distribute, store or upload to the Products, viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;

7. to find security vulnerabilities to exploit the Products or attempting to bypass any security mechanism or filtering capabilities; or

8. in such a way as to misrepresent yourself, or disguise the origin of any content (including by “spoofing”, “phishing”, manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with Twelve Labs or any third party).

You shall not use, or facilitate or allow others to use the Products, whether directly or to produce content, in each case:

1. for the purposes of developing and commercializing any generative AI technology that is competitive with the Products;

2. to generate synthetic training data in connection with or for the purposes of training or fine tuning any artificial intelligence model;

3. to interact with individuals under the age of consent in any way that could result in exploitation or manipulation;

4. to make decisions that have a consequential impact on any individual’s legal position, financial position, life opportunities, employment opportunities, human rights, or that might result in physical or psychological injury to an individual, in each case without appropriate human oversight;

5. to purposefully manipulate or effect deceptive techniques with the objective or effect of distorting the behavior of a person by impairing their ability to make an informed decision (e.g., to create or further gambling addiction);

6. to exploit any of the vulnerabilities of a person (e.g., age, disability, or socio-economic situation);

7. to engage in social scoring or predictive profiling that would lead to discriminatory, unfair, biased, detrimental, unfavorable, or harmful treatment of certain persons or groups of persons;

8. to identify or verify individual identities based on people’s faces or other physical, physiological, or behavioral characteristics, unless permitted by the Documentation and you have the legal rights to do so;

9. to develop or deploy chatbots that (i) are erotic, romantic, or used for companionship purposes, or; (ii) are personas of specific, actual people (living or dead) without their explicit consent;

10. to infer sensitive attributes of persons such as gender, race, or specific age from images, videos, or other content of such persons, unless permitted by the Documentation and you have the legal rights to do so;

11. to create or promote content that (i) describes, praises, supports, promotes, glorifies, encourages and/or instructs individual(s) on self-injury or to take their own life; (ii) describes, features, or promotes graphic violence or gore; or (iii) depicts an act of terrorism; praises, or supports a terrorist organization, terrorist actor, or violent terrorist ideology; encourages terrorist activities; offers aid to terrorist organizations or terrorist causes; or aids in recruitment to a terrorist organization;

12. in such a way as to evade or disrupt restrictions or safety filters on inputs or outputs;

13. in a high-risk use case that could result in the death or serious bodily injury of any person or in physical or environmental damage;

14. in connection with a medical device or to provide medical advice, diagnosis, or treatment;

15. to facilitate spyware, communications surveillance, or unauthorized monitoring of individuals;

16. to promote or facilitate real money gambling or payday lending;

17. to engage in political campaigning or lobbying, including generating campaign materials personalized to or targeted at specific demographics;

18. to generate or promote disinformation, misinformation, or false online engagement (e.g., AI-generated comments, reviews);

19. to engage in or promote plagiarism or other academic dishonesty;

20. to solicit or collect sensitive identifiers, security information, or their equivalents including, without limitation, payment card information (e.g., credit card numbers or bank account information), government identifiers (e.g., SSNs), API keys, or passwords;

21. to deter people from participation in democratic processes, including misrepresenting voting processes or qualifications and discouraging voting;

22. to in any way facilitate the sexualization of minors, including, without limitation, minor grooming, generating content designed to impersonate a minor, depicting child abuse in any form, including instructions for how to conceal such abuse, or to promote or depicting pedophilic relationships, including via roleplay;

23. to shame, humiliate, intimidate, bully, harass, or celebrate the suffering of individuals; or

24. in connection with any official local, state, or national law enforcement application except for (i) back office uses including internal training, call center support, document summarization, and accounting; or (ii) analysis of data for the location of missing persons, including in human trafficking cases, and other related applications, provided that such applications do not otherwise violate or impair the liberty, civil liberties, or human rights of natural persons; in each case ((i) and (ii)) unless permitted by the Documentation and you have the legal rights to do so or

25. to engage in a prohibited practice as defined in Article 5 of the EU Artificial Intelligence Act, notwithstanding anything to the contrary in this Policy.

Conduct Guidelines – Interacting with Twelve Labs Employees

At Twelve Labs, we support honest, collaborative and respectful relationships and take a very firm line against bullying, harassment or abuse of our employees in any form of communication, including phone, text, messaging, and email.  Simply put, we do not tolerate behavior that:

• Intimidates, shames or harasses others by any means;
• Attacks human dignity using things such as degrading or demeaning stereotypes; or
• Repeated or unwanted contact that insults, bullies, or threatens our employees.

Investigation and Enforcement

We may investigate any suspected violation of this Policy. You agree to cooperate with us to remedy any violation. We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties.  Our reporting may include disclosing your information.  We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy.

Writer AI serverless models on Amazon Bedrock are sold by Writer AI. If you use any of these models on Amazon Bedrock, you agree to the seller’s end user license agreement below.

 

Writer, Inc.

Enterprise User License Agreement

Last updated: April 21, 2025

1. Scope.

1.1 Agreement and Parties. This Enterprise User License Agreement (“EULA”) applies to and is entered into between Writer, Inc. (“we,” “us,” or “Provider”) and the individual or entity (“you” or “Customer,” and each of Customer and Provider, a “Party”) that uses the foundational models or other technology we have made available in Amazon Bedrock through Amazon Bedrock (“Services”). Neither Amazon Web Services, Inc. nor any of its Affiliates (collectively, “AWS”) is a party to this EULA and none of them will have any liability or obligations under this EULA. “Affiliate” means any entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with a Party. “User” means you, your Affiliates, and any other person authorized by you or your Affiliates to use Services in Amazon Bedrock, including your customers and end users.

1.2 Updates to the EULA. We may amend this EULA at any time by posting the modified version in the Amazon Bedrock interface or the AWS Service Terms. The changes will take effect (a) once a User uses a Services after such change or (b) upon the effective date stated in such modified version (if later). This EULA may also be changed by an amendment mutually agreed upon in writing by the Parties, which will take precedence over any conflicting provisions of the then-current EULA.

2. Access and Use.

2.1 Services. This EULA does not grant you any intellectual property license or right in the Services, except the right to use the Services in Amazon Bedrock in accordance with this EULA.

2.2 Acceptable Use and Requirements. You may not use, and will not allow others to use, the Services: (a) for any illegal or fraudulent activity; (b) to violate the rights of others, including privacy rights of others, such as unlawful tracking, monitoring, and identification; (c) to threaten, incite, promote, or actively encourage violence, terrorism, or other serious harm; (d) for harm or abuse of a minor, including any content or activity that promotes grooming, child sexual exploitation, or abuse; (e) to violate the security, integrity, or availability of any user, network, computer or communications system, software application, or network or computing device; (f) to distribute, publish, send, or facilitate the sending of unsolicited mass email or other messages, promotions, advertising, or solicitations (or “spam”); (g) to reverse engineer, disassemble, decompile, or otherwise attempt to derive the algorithms, architecture, parameters, or underlying weights of any Services; (h) for intentional disinformation or deception; (i) to depict a person’s voice or likeness without their consent or other appropriate rights, including unauthorized impersonation and non-consensual sexual-imagery; (j) to harass, harm, or encourage the harm of individuals or specific groups; (k) to intentionally circumvent safety filters and functionality or prompt models to act in a manner that violates this Section or any similar AWS policy concerning your use of AWS products or services; (l) to perform a lethal function in a weapon without human authorization or control; (m) intentionally in any manner or for any purpose that infringes any third-party intellectual property or other proprietary right, or that violates any applicable law; (n) or export the Services in violation of applicable export laws; (o) or Provider’s Confidential Information for benchmarking or competitive analysis to develop a competing product or service; (p) in a manner such that you frame, mirror, sell, resell, rent, or lease any access or use of the Services to any other third party, but this Section 2.2(p) does not limit your right to incorporate the Services into your own application or service to the extent enabled through Bedrock; or (q) in a manner that violates Provider’s Acceptable Use Policy, available at www.writer.com/acceptable-use. You are responsible for any breach of this EULA by Users.

2.3 Fees. You will pay all applicable fees and taxes related to use of the Services to AWS at the rates posted at https://aws.amazon.com/bedrock/pricing/ unless otherwise agreed by the Parties. We may update the published rates from time to time, to be effective the earlier of 30 days after the updates are posted by us or AWS or when you otherwise receive notice. You will pay the fees for your use of the Services, and applicable taxes, to AWS in accordance with your agreement with AWS to access and use AWS products or services (“AWS Agreement”). This EULA does not limit any obligations or rights you or AWS have under the AWS Agreement.

2.4 Suspension. We may require that AWS suspend your access to any portion or all of the Services if we reasonably believe or determine that (a) there is a risk to or attack on any of the Services; (b) you or any User are using the Services in violation of Section 2.2 of this EULA; or (c) the Services becomes prohibited by applicable law (each, a “Service Suspension”). We will use reasonable efforts to provide written notice of any Service Suspension to you and work with AWS to restore access as soon as reasonably possible after the event giving rise to the Service Suspension is cured, where curable. We will have no liability for any losses (including any loss of data or profits) that you experience as a result of a Service Suspension.

3. Proprietary Rights; Feedback. Subject to the rights expressly granted in this EULA, we retain all right, title, and interest we may have in and to the Services including all intellectual and proprietary rights in the Services. Subject to this EULA: (a) we make no claim to ownership of, and have no rights to, any text, documents, images, or other material that is submitted by or on behalf of you to the Services in order to receive a result generated by the Services (“Inputs”) or content generated by a Services based on your Inputs (“Outputs”); and (b) if customization functionality is enabled with respect to the Services, you will have exclusive use of and access to any incremental improvements, enhancements, fine-tuning, or other modifications to the Services (“Customizations”) created by you or your Users, or on your behalf, as a result of your use of that functionality. We assign and transfer to you any and all right and title we may have in the Outputs. We have no rights under this EULA to access your AWS account, including any Inputs or Outputs contained in your account. We will not train, develop, or improve our Services with your Inputs or Outputs. If you choose to provide us with ideas, suggestions, or proposals (“Feedback”), you grant us a non-exclusive, perpetual, irrevocable, sub-licensable, transferable, worldwide, royalty-free license to use such Feedback in any manner without any obligation or restriction.

4. Confidentiality.

4.1 Scope. This Section 4 applies if there is no separate nondisclosure agreement between the Parties (or their Affiliates) that applies to the exchange of Confidential Information in connection with the Services in Amazon Bedrock. “Confidential Information” means any nonpublic information directly disclosed or made accessible by either Party (“Discloser”) to the other Party (“Recipient”) pursuant to this EULA that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered confidential. Confidential Information will not, however, include any information that: (a) was publicly known or generally available before the time of disclosure; (b) becomes publicly known or generally available after disclosure through no fault of Recipient; (c) is in the possession of Recipient, without restriction as to use or disclosure, at the time of disclosure; (d) was lawfully received, without restriction as to use or disclosure, from a third party who was free to share with Recipient; or (e) is developed by Recipient independently from this EULA and without use of or reference to Discloser’s Confidential Information or intellectual property.

4.2 Obligations. Each Party will maintain as confidential the Confidential Information of the other Party using all reasonable precautions, including restricting disclosure to individuals who need to know in connection with this EULA and are bound to similarly protective confidentiality obligations, and notifying the other Party of any unauthorized use or disclosure and reasonably cooperating to limit further use or disclosure. Neither Party will use Confidential Information of the other Party for any purpose other than fulfilling its obligations or exercising its rights under this EULA. If required by law or governmental action, Recipient may disclose Confidential Information as so required but will give reasonable prior notice (when legally permitted) to Discloser. Recipient must still treat such information as Confidential Information.

5. Publicity. Neither Party will issue any press release or make any other public communication with respect to this EULA or your use of the Services without the other Party’s prior written consent.

6. Warranties, Disclaimers. Each Party represents and warrants that it is authorized to enter this EULA. You represent and warrant that you have all rights and consents required to submit Inputs to the Services. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR IN THESE TERMS OR AS PROHIBITED BY LAW, WE DISCLAIM ALL WARRANTIES OF EVERY KIND, EXPRESS OR IMPLIED.

7. Term and Termination. This EULA will continue as long as you continue to use the Services, unless terminated earlier under this Section. We may terminate this EULA if you materially breach the EULA and do not cure the breach within 30 days following receipt from us of written notice of the breach. Upon termination or expiration of this EULA, your right to use the Services will terminate, and your access to the Services may be disabled. Sections 2 (Access and Use), 3 (Proprietary Rights), 4 (Confidentiality), 6 (Warranties, Disclaimers), 7 (Term and Termination), 8 (Limitations of Liability), 9 (Indemnification), 10 (Governing Law; Disputes), and 11 (General) will survive any expiration or termination of this EULA.

8. Limitations of Liability. Except for breaches of our indemnity obligations under Sections 9.1 (Provider Services Indemnity) and 9.2 (Provider Output Indemnity), your indemnity obligations under Section 9.3 (Customer Indemnity), or in the case of either Party’s gross negligence, willful misconduct, or fraud, in no event will: (a) either Party be liable to the other Party for any loss of data, loss of profits, cost of cover, or other indirect, special, punitive, incidental, or consequential damages arising out of or in connection with this EULA, however caused and regardless of theory of liability; nor will (b) either Party’s liability for direct damages under this EULA exceed the fees and other amounts paid and required to be paid by you for use of the Services in the twelve-month period preceding the claim.

9. Indemnification.

9.1 Provider Services Indemnity. We will defend you, your Affiliates, and your employees, officers, and directors from and against any third-party claim alleging that the Services infringe or misappropriate that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement. We will have no liability or obligation under this Section 9.1 to the extent arising out of: (a) Inputs or other data provided by or on behalf of you; (b) your use of the Services in breach of this EULA; (c) Customizations; or (d) your use of the Services in a manner that you know or reasonably should know violates or infringes a third party’s intellectual property rights.

9.2 Provider Output Indemnity. We will defend you, your Affiliates, and your employees, officers, directors from and against any third-party claim alleging that the Output generated by the Services infringe or misappropriate that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement. We will have no liability or obligation under this Section 9.2 with respect to any claim: (a) arising from Output generated in connection with Inputs or other data provided by you that, alone or in combination, infringes or misappropriates another party’s intellectual property rights; (b) if you disregard instructions made available for the Services; (c) if your use of the Services breaches the EULA; (d) if you have made Customizations to the Services, and the alleged infringement or misappropriation would not have occurred but for this Customization; (e) arising after you receive notice to stop using the Output; (f) arising from Output that you know or reasonably should know may infringe or misappropriate another party’s intellectual property rights; or (g) alleging that your use of Output infringes a third party’s trademark or related rights. The remedies in this Section are the sole and exclusive remedies under the EULA for any third-party claims alleging that the Output generated by the Services infringes or misappropriates a third-party’s intellectual property rights.

9.3 Customer Indemnity. You will, at your expense, defend us and our Affiliates and our employees, officers, and directors against any third-party claim alleging that any of your Inputs or subsequent use and/or modification of any Outputs infringe or misappropriate that third party’s intellectual property rights, but only if such Outputs and use thereof would not have been infringing but for your particular manner of use or your particular modification of such Outputs, or any third-party claim arising out of your breach of this EULA, and will pay the amount of any adverse judgment or final settlement.

9.4 Process. The indemnification obligations in this Section 9 will apply only if the Party seeking defense or indemnity: (a) gives the other Party prompt written notice of the claim; (b) permits the other Party to control the defense and settlement of the claim; and (c) reasonably cooperates with the other Party (at the other Party’s expense) in the defense and settlement of claim. In no event will a Party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other Party.

10. Governing Law; Disputes. This EULA is governed by the laws of the State of California, without reference to its conflict of law rules. Each party agrees to exclusive personal jurisdiction and venue in the federal and state courts in San Francisco, California, for any dispute arising out of this EULA. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this EULA.

11. General. Neither Party may assign this EULA without the prior written consent of the other Party, except that we may assign this EULA to an Affiliate or in connection with any merger, reorganization, sale of all or substantially all of our assets, or any similar transaction. Effective upon such assignment, the assignee is deemed substituted for us as a Party to this EULA, and we are fully released from all of our obligations and duties to perform under this EULA. Any assignment or transfer in violation of this Section will be void. Subject to this Section, this EULA will be binding upon, and inure to the benefit of, the Parties and their respective permitted successors and assigns. This EULA is the entire agreement between you and us and supersedes all prior or contemporaneous agreements between you and us, whether written or verbal, regarding the subject matter of this EULA. Any failure or delay by either Party to exercise or partially exercise any right under this EULA will not be deemed a waiver of such right. A waiver will be valid only if made in writing by the Party making the waiver. If any term of this EULA is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this EULA will not be affected and will be valid and enforceable to the fullest extent permitted by law. To be effective, notice under this EULA must be given in writing (email sufficient). Except as set forth in Section 9, this EULA does not create any third-party beneficiary rights in any individual or entity that is not a Party to this EULA.