Terms & Conditions

1.Services

1. Subject to this Agreement, the Company hereby grants you a non-exclusive right to access and use the Services.  As part of the Services, the Company may provide you with certain application programming interfaces (APIs), API access tokens, HTML scripts, data import tools, or other software as applicable (collectively, “APIs”). You are entirely responsible for provisioning and managing your user’s accounts and your user’s compliance with this Agreement.
   
   
2. The Services are subject to modification and change. No guarantees are made with respect to the Services’ quality, stability, uptime or reliability, unless otherwise agreed between the parties in an Order Form.
   
   
3. The Company will maintain a security program in accordance with industry standards that is designed to (i) ensure the security and integrity of Customer Data; (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer Data.  “Customer Data” means any data, content or materials that you or your users submit to the Services
   
   
4. The Company may monitor your use of the Services to assess compliance with this Agreement and the quality of operations of the Services and to make improvements to the Services.

2. Your Responsibilities

1. By accessing the Website or the Services, you confirm that you are at least 13 years old and meet the minimum age of digital consent in your country. If you are old enough to access the Website or the Services in your country, but not old enough to have authority to consent to our terms, your parent or guardian must agree to our terms on your behalf.
   
   
2. By using the Website or Services, you may provide the Company with personal information like your email address, user name, billing information, or other data you upload to the Service. Please read our Privacy Policy which explains how we use your data.
   
   
3. You will (i) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify the Company promptly of any such unauthorized access or use or any other known or suspected breach of security or misuse of the Services and (ii) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Services.
   
   
4. You will not use the Services to transmit or provide to the Company any financial or medical information of any nature, or any sensitive personal data (e.g., social security numbers, driver’s license numbers, birth dates, personal bank account numbers, passport or visa numbers and credit card numbers). You shall be responsible for the content of all communications sent by your users via the Services.  You agrees not to use the Services to communicate any message or material that (i) is libelous, harmful to minors, obscene or constitutes pornography; (ii) infringes the intellectual property rights of any third party or is otherwise unlawful; or (iii) constitutes or encourages conduct that could constitute a criminal offense.

3. Professional Services

1. The Company may perform Professional Services as described in an order form, which may identify additional terms or milestones. In such cases you will give the Company timely access to any materials reasonably needed to render the Professional Services, and the Company will use your materials  only for purposes of providing Professional Services.
   

4. Fees

1. In addition to any fees set forth in an applicable order form, you will pay the Company all fees charged to your account according to the prices and terms on the applicable pricing page, or as otherwise agreed in writing (collectively, “Fees”). You will provide complete and accurate billing information including a valid and authorized payment method. Your account will be charged an initial prepaid balance. You authorize the Company to replenish your account by charging a minimum or the higher average monthly usage to Customer’s payment instrument each time Customer’s account balance falls below the replenishment threshold. You authorize the Company and its affiliates, and its third-party payment processor(s), to charge your payment method for the Fees. Except as otherwise specified herein or in such Order Form, payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable.
   
   
2. The Company may suspend your access to the Services immediately upon notice if you fail to pay any amounts hereunder at least five (5) days past the applicable due date.
   
   
3. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively “Taxes”).  You will be solely responsible for payment of all Taxes.

5. IP

1. The Company exclusively owns all right, title and interest in and to the Website, the Services, the Professional Services deliverables, and all related data. You exclusively own all right, title and interest in your data. Subject to this Agreement, the Company hereby grants you a non-exclusive, non-sublicensable right and license to use the Professional Services deliverables solely as part of its permitted use of the Services.
   
   
2. Model Licenses. The Company may grant you infrastructure on which you access, modify, or otherwise use models trained by third parties, and/or with third party data. Such models may come with their own terms and conditions. It is your responsibility to comply with the terms and conditions of those models. In case of any conflict between this Agreement and such terms, the model terms govern.

6. DMCA Copyright Infringement Notices and Counternotices

We have implemented the procedures described in the Digital Millennium Copyright Act of 1998 (“DMCA”), 17 U.S.C. § 512, regarding the reporting of alleged copyright infringement and the removal of or disabling access to the infringing material. If you have a good faith belief that copyrighted material on the Services is being used in a way that infringes the copyright over which you are authorized to act, you may make a Notice of Infringing Material.

Before serving a Notice of Infringing Material, you may wish to contact a lawyer to better understand your rights and obligations under the DMCA and other applicable laws. For example, if your Notice fails to comply with all requirements of sections 512(c)(3), your Notice may not be effective.

Notices must be sent to:
DMCA Agent: Takedowns
Email:  takedowns@onegen.ai

7. Confidentiality; Restrictions

1. The parties will have no confidentiality obligations to each other unless otherwise agreed in writing.
   
   
2. You will not directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Services; (b) attempt to probe, scan or test the vulnerability of the Services, breach the security or authentication measures of the Services without proper authorization or wilfully render any part of the Services unusable; (c) use or access the Services to develop a product or service that is competitive with the Company’s products or services or engage in competitive analysis or benchmarking; (d) transfer, distribute, resell, lease, license, or assign the Services or otherwise offer the Services on a standalone basis; (e) make calls through the API that exceed limitson the number and frequency of such calls, or take any action that imposes an unreasonable or disproportionately heavy load on the API or the Services or that negatively affects the ability of others to access or use the API or Services; (viii) introduce any virus, worm, Trojan horse, malware, or other malicious code through the API or to the Services;  (e) otherwise use the Services in violation of applicable law (including any export law) or outside the scope expressly permitted hereunder or in the applicable order form.

8. Warranties and Disclaimers

1. The Company warrants that (a) the Services will perform materially as described in the standard usage documentation for the Services and will not materially decrease the overall functionality of the Services during the applicable subscription term (the “Performance Warranty”), and (b) any Professional Services will be provided in a professional and workmanlike manner (the “Professional Services Warranty”).
   
   
2. The Company will use reasonable efforts to correct a verified breach of the Performance Warranty or Professional Services Warranty reported by Customer. These procedures are Customer’s exclusive remedies and the Companies sole liability for breach of the Performance Warranty or Professional Services Warranty.
   
   
3. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.  CUSTOMER’S USE OF THE SERVICES IS AT CUSTOMER’S SOLE RISK. THE SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ONEGEN SHALL NOT BE LIABLE FOR THE RESULTS OF ANY COMMUNICATIONS SENT OR ANY COMMUNICATIONS THAT WERE FAILED TO BE SENT USING THE ONEGEN, AND CUSTOMER ACKNOWLEDGES THAT THE INSIGHTS OR COMMUNICATIONS PROVIDED BY THE SERVICES DO NOT CONSTITUTE PROFESSIONAL ADVICE OR COUNSEL.  ONEGEN IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY PLATFORMS, DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF OR ANY INTEGRATION THEREWITH, AND MAY CEASE MAKING ANY SUCH INTEGRATION AVAILABLE IN ITS DISCRETION. ONEGEN MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

9. Indemnification

1. The Company will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret and will indemnify Customer for any damages finally awarded against Customer (or any settlement approved by the Company) in connection with any such Claim; provided that
   (a) Customer will promptly notify the Company of such Claim,
   (b) The Company will have the sole and exclusive authority to defend and/or settle any such Claim (provided that The Company may not settle any Claim without your prior written consent, which will not be unreasonably withheld, unless it unconditionally releases you of all related liability) and
   (c) you reasonably cooperates with the Company in connection therewith. Such indemnification shall be limited to $1,000,000 (one million dollars).  This indemnification does not apply to any claims arising out of your noncompliance or violation of any third party terms imposed by your use, modification, or redistribution of third party models that may be provided by the Services.

10. Limitation of Liability

1. Except for a party’s indemnification obligations, gross negligence, willful misconduct or infringement or misappropriation of the other party’s intellectual property rights, to the maximum extent permitted under applicable law, under no legal theory, whether in tort, contract, or otherwise, will either party be liable to the other under this agreement for (a) any indirect, special, incidental, consequential or punitive damages, including damages for loss of use, lost profits or interruption of business, even if informed of their possibility in advance, or (b) excluding customer’s payment obligations, any aggregate liability in excess of the amounts paid by customer during the twelve (12) months preceding the claim (the “ordinary cap”).

11. General Terms

1. The term of this Agreement will commence on the Effective Date and continue until your use of this Website, the Services, or Professional Support stops, or until terminated by the Company.
   
   
2. Upon expiration or termination of this Agreement (a) all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such expiration or termination will survive, including the terms and conditions relating to payment, proprietary rights and confidentiality, technology restrictions, disclaimers, indemnification, limitations of liability and termination and the general provisions below.
   
   
3. The Company will not use your name or trademarks in any publicity (e.g., use of Customer name and/or logo in marketing materials, press releases, customer references and case studies) without your prior written consent.
   
   
4. Neither party hereto may assign this Agreement without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement.  Any attempted assignment by either party in violation hereof will be null and void.  Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.
   
   
5. No amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both parties.  Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision.  Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
   
   
6. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.
   
   
7. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.
   
   
8. This Agreement will be governed by the laws of the State of California, exclusive of its rules governing choice of law and conflict of laws.  This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
   
   
9. This Agreement comprises the entire agreement between you and the Company with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written).  No oral or written information or advice given by the Company, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.
   
   
10. Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control (“Force Majeure Event”), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

12. Third Party Notices

https://ai.meta.com/llama/license/