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INFERENCE.AI

Console Service Agreement

Effective Date: 4/19/2026

This Console Service Agreement (this “Agreement”) is entered into between Distribyte Inc., a Delaware corporation doing business as inference.ai (“Company”), and the individual or entity accessing or using the Services (“Client”). This Agreement is effective upon the earlier of: (a) Client’s electronic acceptance of this Agreement, (b) the Effective Date of signatures by client, or (c) Client’s first access to or use of the Services (the “Effective Date”).

PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING “I ACCEPT” OR BY ACCESSING OR USING THE SERVICES, CLIENT ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THIS AGREEMENT. IF CLIENT DOES NOT AGREE, CLIENT MUST NOT ACCESS OR USE THE SERVICES.

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 14.2. BY ACCEPTING THIS AGREEMENT, CLIENT WAIVES ITS RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS OR REPRESENTATIVE ACTION PROCEEDING.

1. Definitions

As used in this Agreement, the following terms have the meanings set forth below:

1.1 “AI Models” means the third-party artificial intelligence and machine learning models made accessible through the Platform.

1.2 “APIs” means the application programming interfaces through which Client accesses AI Models via the Platform.

1.3 “Acceptable Use Policy” or “AUP” means the policy governing permitted and prohibited uses of the Services, as published by Company at console.inference.ai/aup and updated from time to time in accordance with Section 14.5.

1.4 “Confidential Information” has the meaning set forth in Section 13.1.

1.5 “Data Processing Agreement” or “DPA” means the data processing agreement governing Company’s processing of personal data on Client’s behalf, as made available at console.inference.ai/dpa and incorporated herein by reference.

1.6 “Feedback” has the meaning set forth in Section 12.3.

1.7 “Input” means any data, text, images, files, or other content submitted by Client to the Services.

1.8 “Order Form” means a written service order executed by both parties that specifies commercial terms (including authorized AI Models, pricing, and service term) and is incorporated into this Agreement.

1.9 “Output” means any content generated by AI Models in response to Client’s Input.

1.10 “Platform” means the Company’s website at console.inference.ai and related systems, infrastructure, and software operated by Company.

1.11 “Privacy Policy” means Company’s privacy policy governing the collection, use, and disclosure of personal information, as published at console.inference.ai/privacy and incorporated herein by reference.

1.12 “Services” means the Platform and Company’s provision of access to third-party AI Models and APIs.

1.13 “Upstream Provider” means any third-party developer, operator, or provider of AI Models or APIs accessible through the Platform, including without limitation Anthropic, PBC; OpenAI, LLC; Microsoft Corporation (Azure OpenAI); Google LLC; and their respective affiliates.

1.14 “Upstream Provider Terms” means the terms of service, acceptable use policies, usage guidelines, and other agreements of each Upstream Provider applicable to access to and use of that provider’s AI Models or APIs.

1.15 “User Content” means, collectively, Input and Output.

1.16 “Vendor Products” means AI Models, APIs, and any other third-party products or services accessible through the Platform.

1.17 “Credits” means any prepaid tokens or credits purchased by Client for use of the Services, as further described in Section 7.8.

1.18 “Red Teaming” means any adversarial prompt injection, jailbreaking, prompt exploitation, model manipulation, or other intentional attempt to cause an AI Model to behave contrary to its intended design or Upstream Provider Terms.

2. Service Overview; Company's Role

2.1 Platform Description

Company operates an AI model aggregation platform that enables Client to access third-party AI Models and APIs via the Platform. Company may add, modify, or remove AI Models from the Platform at any time without prior notice, subject to Section 2.3.

2.2 Intermediary Role

CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT COMPANY ACTS SOLELY AS A TECHNICAL INTERMEDIARY providing access to third-party Vendor Products. Company:

  • 2.2.1 does not develop, own, operate, or control any AI Models or APIs accessible through the Platform;
  • 2.2.2 does not monitor, review, or assume responsibility for any User Content, Outputs, or the performance of any Vendor Products;
  • 2.2.3 does not warrant, guarantee, or make any representations regarding the accuracy, reliability, legality, or fitness for any particular purpose of any Vendor Products or Outputs; and
  • 2.2.4 has no obligation to verify the compliance of any Vendor Products with applicable laws or regulations.

2.3 Critical Disclosure: Upstream Provider Dependency and Model Availability

CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES TO THE FOLLOWING:

  • 2.3.1 Provider Dependency.Company’s ability to provide access to any AI Model depends entirely on the continued authorization and cooperation of the applicable Upstream Provider. Each Upstream Provider independently controls access to its AI Models and may restrict, suspend, revoke, or terminate Company’s access to its models or APIs at any time, with or without notice to Company or Client, for any reason or no reason, including changes in Upstream Provider policies, business decisions, or determination that Company’s or Client’s use violates Upstream Provider Terms.
  • 2.3.2 No Guarantee of Model Availability. Company makes no representation or warranty that any specific AI Model — including any model currently listed on the Platform or referenced in any Order Form — will remain available for any period of time. Any Upstream Provider action restricting or terminating access to a model, including models named in an Order Form, shall not constitute a breach of this Agreement by Company and shall not give rise to any refund, credit, liability, or other remedy against Company, except as to unused prepaid credits as provided in Section 7.8.
  • 2.3.3 No Endorsement.Company’s inclusion of any AI Model on the Platform does not constitute Company’s endorsement, certification, or recommendation of such AI Model or its outputs.

2.4 Upstream Provider Terms

Client’s use of each AI Model is subject to the applicable Upstream Provider Terms. A non-exhaustive list of Upstream Provider Terms is made available at console.inference.ai/provider-terms. Client is solely responsible for reviewing and complying with all applicable Upstream Provider Terms. Company is not liable for any errors, omissions, or misrepresentations in any Upstream Provider Terms, and Company’s failure to provide accurate or current links to Upstream Provider Terms shall not relieve Client of its compliance obligations.

3. Client Obligations and Responsibilities

3.1 Legal Compliance

Client is solely responsible for ensuring that its use of the Services complies with all applicable laws, regulations, and industry standards in all jurisdictions where Client operates, including without limitation laws relating to data protection, privacy, artificial intelligence, export controls, and sanctions.

3.2 Upstream Provider Terms Compliance

Client shall comply with all applicable Upstream Provider Terms in connection with Client’s use of the Services. Client’s obligations include, without limitation:

  • 3.2.1 reviewing and monitoring Upstream Provider Terms for each AI Model Client uses through the Platform, as such terms may be updated from time to time;
  • 3.2.2 configuring any available opt-out settings (including, where available, model training opt-outs) in accordance with applicable Upstream Provider Terms; and
  • 3.2.3ensuring that Client’s end users comply with applicable Upstream Provider Terms to the same extent as Client.

3.3 Upstream Provider Indemnification

If Client’s use of the Services, or Client’s direction, instruction, or enablement of any third party’s use of the Services, causes, contributes to, or is alleged to have caused an Upstream Provider to take any action against Company, including without limitation: (a) terminating or restricting Company’s API access; (b) imposing penalties, usage restrictions, or additional fees on Company; (c) asserting claims or initiating legal proceedings against Company; or (d) requiring Company to indemnify or compensate the Upstream Provider, then Client shall indemnify, defend, and hold harmless Company from all resulting costs, losses, damages, liabilities, and expenses, including reasonable attorneys’ fees. This obligation is in addition to and does not limit Client’s indemnification obligations under Section 11.

3.4 Data Responsibility

Client shall:

  • 3.4.1 implement appropriate technical and organizational measures to safeguard the security and confidentiality of all data processed through the Services;
  • 3.4.2 obtain all necessary consents, authorizations, and permissions from end-users, data subjects, and other relevant parties prior to submitting any data to the Services;
  • 3.4.3maintain all records required by applicable law in connection with Client’s use of the Services; and
  • 3.4.4 ensure that all Input complies with applicable laws and does not infringe any third-party rights.

3.5 Data Processing; Privacy

Client acknowledges that Client is the data controller of any personal data contained in Client’s Inputs. Company processes such personal data on Client’s behalf as a data processor. The parties’ respective data protection obligations are governed by the DPA, which is incorporated into this Agreement by reference. Client’s use of the Services constitutes Client’s acceptance of the DPA. Company’s collection and use of personal information relating to Client’s account is governed by the Privacy Policy, which is incorporated into this Agreement by reference.

3.6 Account Security

Client is solely responsible for maintaining the confidentiality and security of all API keys, access credentials, passwords, and account information. Client shall:

  • 3.6.1 implement commercially reasonable security measures to protect its credentials from unauthorized access or disclosure;
  • 3.6.2immediately notify Company at support@inference.ai upon becoming aware of any actual or suspected unauthorized access to Client’s account or credentials; and
  • 3.6.3accept sole responsibility for all activity, usage, and charges incurred under Client’s account and credentials, whether or not authorized by Client.

3.7 Content Moderation

Client is solely responsible for reviewing, moderating, and ensuring the compliance of all User Content with applicable laws, Upstream Provider Terms, the AUP, and this Agreement. Company has no obligation to monitor or moderate User Content.

4. User Content

4.1 Ownership of Input

Client retains all intellectual property rights in and to the Input that Client submits to the Services, subject to the licenses granted herein.

4.2 Ownership of Output

Client’s rights in any Output are governed by the applicable Upstream Provider Terms of the third-party provider that generated such Output. Company makes no representations or warranties regarding Client’s ownership or usage rights in any Output. Client is solely responsible for reviewing applicable Upstream Provider Terms to understand any rights or restrictions applicable to Output.

4.3 Model Training

Some AI Models may store, process, or use Client’s Input for purposes of improving or training such AI Models, as described in the applicable Upstream Provider Terms. Client is solely responsible for reviewing applicable Upstream Provider Terms and, where available, configuring opt-out settings. Company has no control over third-party training practices and makes no representation as to whether any particular Upstream Provider does or does not train on Client’s Input. Where Company is aware of default training-on settings for specific models, Company will endeavor to disclose such information at console.inference.ai/provider-terms, but Client should not rely solely on Company’s disclosures and is encouraged to review Upstream Provider Terms directly.

4.4 License to Company

Client grants Company a worldwide, non-exclusive, royalty-free license to host, store, transmit, display, and reproduce User Content solely as necessary to provide the Services and for system maintenance, debugging, and service improvement purposes. This license terminates upon deletion of User Content by Client or upon termination of this Agreement, subject to any retention obligations under applicable law or as described in the Privacy Policy.

4.5 Content Representations

Client represents and warrants that:

  • 4.5.1 Client owns or has obtained all necessary rights, licenses, and permissions to submit the Input to the Services and to grant the licenses set forth in this Agreement;
  • 4.5.2 the Input does not infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other rights of any third party;
  • 4.5.3 the Input does not contain any content that is unlawful, harmful, threatening, defamatory, obscene, or otherwise objectionable; and
  • 4.5.4Client’s use of the Services and User Content complies with all applicable laws, Upstream Provider Terms, and the AUP.

4.6 AI Output Risks — Client Acknowledgment

CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT:

  • 4.6.1AI-generated Outputs may contain factual inaccuracies, errors, omissions, hallucinations, biased content, outdated information, or content that is inappropriate or unsuitable for Client’s specific use case;
  • 4.6.2 Outputs are generated by third-party AI Models that Company does not develop, operate, or control, and Company cannot verify the accuracy, completeness, or appropriateness of any Output;
  • 4.6.3 Client shall not rely on any Output for legal, medical, financial, safety-critical, or regulated decision-making without independent human review and verification by qualified professionals;
  • 4.6.4Company is not responsible for any decisions made, actions taken, or consequences arising from Client’s reliance on any Output; and
  • 4.6.5the legal status of AI-generated content, including questions of copyright, ownership, and regulatory compliance, varies by jurisdiction and is subject to ongoing legal and regulatory development; Company makes no representations regarding the legal status of any Output in Client’s jurisdiction.

5. Prohibited Conduct

Client agrees not to, and shall not permit any third party to:

  • 5.1 use the Services for any unlawful purpose or in violation of any applicable law, regulation, Upstream Provider Terms, or the AUP;
  • 5.2 submit Input that infringes any intellectual property rights, privacy rights, or other rights of any third party;
  • 5.3 use the Services to generate content that is harmful, threatening, abusive, defamatory, obscene, or otherwise objectionable or in violation of applicable Upstream Provider Terms;
  • 5.4 attempt to circumvent any usage limits, rate limits, billing mechanisms, content filters, safety measures, or other technical restrictions;
  • 5.5 create false identities, misrepresent identity, or create multiple accounts to bypass restrictions;
  • 5.6engage in Red Teaming (as defined in Section 1.18) without Company’s prior written approval as set forth in Section 6;
  • 5.7 reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Services or any Vendor Products;
  • 5.8 use automated means (including bots, scrapers, or crawlers) to access the Services except through authorized APIs;
  • 5.9 interfere with or disrupt the integrity, security, or performance of the Services or any related systems;
  • 5.10 access accounts, systems, or data without authorization;
  • 5.11 resell, sublicense, redistribute, or otherwise transfer access to the Services or the benefit of any API key or credential, except as expressly authorized in writing by Company;
  • 5.12 use the Services in any manner that violates or would cause Company to violate any Upstream Provider Terms; or
  • 5.13 assist or enable any third party to engage in any of the foregoing prohibited activities.

6. Red Teaming

Red Teaming (as defined in Section 1.18) violates the terms of most Upstream Providers and may result in immediate termination of Company’s API access. Company permits Red Teaming only for legitimate, documented security research purposes and only with prior written approval. To request authorization:

  • 6.1 Client must submit a written request to security@inference.ai describing the nature and scope of the proposed activity, the AI Models targeted, the research methodology, and the intended use of results;
  • 6.2Company will review each request and respond in writing, typically within five (5) business days. Approval is granted in Company’s sole discretion and is not guaranteed;
  • 6.3 Any approved Red Teaming must be conducted solely within the scope of the written approval; and
  • 6.4Unauthorized Red Teaming constitutes a material breach of this Agreement and will result in immediate suspension or termination of Client’s access without liability to Company.

CLIENT ACKNOWLEDGES THAT UNAUTHORIZED RED TEAMING IS LIKELY TO TRIGGER AUTOMATIC DETECTION AND TERMINATION BY UPSTREAM PROVIDERS, WHICH MAY IMMEDIATELY AND PERMANENTLY IMPAIR COMPANY’S ABILITY TO PROVIDE SERVICES TO ALL CLIENTS.

7. Payment Terms

7.1 Fees

Client shall pay all fees for use of the Services as set forth in the applicable Order Form or as displayed on the Platform. All fees are quoted and payable in United States Dollars (USD) unless otherwise specified in an Order Form.

7.2 Billing and Invoicing

Company shall issue invoices to Client on a monthly basis (or as otherwise specified in the applicable Order Form) for actual usage during the preceding billing period. Client shall pay all undisputed invoiced amounts within thirty (30) calendar days of receipt of invoice.

7.3 Late Payment

If Client fails to pay any undisputed amount when due:

  • 7.3.1 Client shall pay interest on overdue amounts at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, accruing from the due date;
  • 7.3.2Company may, upon written notice, suspend Client’s access to the Services without liability, provided Company will restore access upon receipt of payment in full;
  • 7.3.3 Company may terminate this Agreement upon written notice as provided in Section 8.3; and
  • 7.3.4Client shall reimburse Company for all reasonable costs of collection, including attorneys’ fees, to the extent permitted by applicable law.

7.4 Taxes

All fees are exclusive of applicable taxes, duties, and governmental charges. Client shall be responsible for all such amounts, excluding taxes based solely on Company’s net income. If Company is required by law to withhold or collect any taxes, Company will invoice Client for such amounts, and Client shall pay them as part of the applicable invoice.

7.5 No Set-Off

Client shall not withhold or set off any amounts due under this Agreement against any claims, counterclaims, or disputes, except as otherwise required by applicable law.

7.6 Usage Records; Dispute Procedure

Company’s usage records shall serve as the primary basis for billing. If Client has a good-faith dispute regarding any portion of an invoice, Client shall:

  • 7.6.1 notify Company in writing of the specific amounts disputed and the basis for the dispute within thirty (30) days of receipt of the applicable invoice;
  • 7.6.2 pay all undisputed amounts by the applicable due date; and
  • 7.6.3cooperate with Company in good faith to resolve the dispute within thirty (30) days following Company’s receipt of the dispute notice.

If the parties are unable to resolve the dispute within the foregoing period, either party may escalate the dispute in accordance with Section 14.2. Failure by Client to provide timely written notice of a dispute shall constitute Client’s acceptance of the invoice as accurate. Client may request, no more than once per calendar year, an audit of usage records by a mutually agreed independent auditor, at Client’s expense, upon thirty (30) days’ prior written notice.

7.7 Price Changes

Company reserves the right to modify pricing for the Services. Company shall provide Client at least thirty (30) days’ prior written notice of any price increase. For clients with a signed Order Form, pricing is fixed for the current Order Form term; price changes will apply only upon renewal of the applicable Order Form. Client’s continued use of the Services following any price change constitutes acceptance of such change.

7.8 Prepaid Credits

If Client purchases prepaid credits or tokens (“Credits”) for use of the Services: (a) Credits are non-transferable, non-assignable, and have no cash value; (b) Credits may not be resold or transferred to third parties; (c) the expiration and refund terms applicable to Credits shall be as set forth in the applicable Order Form or as displayed on the Platform at time of purchase; and (d) upon termination of this Agreement by Company for Client’s breach or by Client for convenience, any unused Credits shall be treated as set forth in Section 8.4.

7.9 Token Value; No Liability for Changes

The value of Credits or tokens is determined solely by Company and is subject to change. Company reserves the right to adjust the token value, conversion rates, or pricing of Credits at any time upon notice as provided in Section 7.7. Company shall have no liability to Client arising from any change in token value, conversion rates, or the purchasing power of Credits, including without limitation any reduction in the number of API calls, tokens, or model interactions available for a given Credit balance following a pricing adjustment. Client’s sole remedy for any such change shall be to terminate this Agreement for convenience in accordance with Section 8.2.

8. Term and Termination

8.1 Term

This Agreement commences on the Effective Date and continues until terminated in accordance with this Section 8.

8.2 Termination for Convenience

Either party may terminate this Agreement upon thirty (30) days’ prior written notice to the other party. For the avoidance of doubt, Client’s termination for convenience does not entitle Client to any refund of prepaid Credits or fees for Services not yet consumed, except as set forth in Section 8.4.

8.3 Termination for Cause

Company may suspend or terminate this Agreement and Client’s access to the Services immediately upon written notice if:

  • 8.3.1 Client fails to pay any undisputed amount when due and such failure continues for five (5) days after written notice;
  • 8.3.2 Client breaches any material term of this Agreement and, where the breach is curable, fails to cure such breach within ten (10) days after written notice;
  • 8.3.3 Client engages in any prohibited conduct under Section 5, including unauthorized Red Teaming;
  • 8.3.4 Client violates any Upstream Provider Terms in a manner that causes or threatens to cause adverse action against Company by an Upstream Provider;
  • 8.3.5Client’s use of the Services poses a security risk, creates legal exposure for Company, or may result in liability for Company; or
  • 8.3.6 Client becomes insolvent, makes an assignment for the benefit of creditors, files for bankruptcy protection, or ceases operations.

8.4 Effect of Termination

Upon termination or expiration of this Agreement:

  • 8.4.1 Client shall immediately cease all use of the Services;
  • 8.4.2 Client shall pay all outstanding fees for Services rendered through the termination date;
  • 8.4.3 Company may delete all Client data and User Content thirty (30) days following the termination date, subject to any data retention obligations under applicable law or the DPA;
  • 8.4.4 if this Agreement is terminated by Company for cause under Section 8.3, any unused prepaid Credits shall be forfeited; and
  • 8.4.5 if this Agreement is terminated by Company for convenience or by Client for cause, Company shall refund any unused prepaid Credits on a pro-rata basis within thirty (30) days.
  • 8.4.6 the provisions of Sections 2.3, 3.3, 4.4, 4.6, 6, 7, 9, 10, 11, 12, 13, and 14 shall survive termination.

9. Disclaimers; No Warranties

9.1 As-Is Basis

THE SERVICES, PLATFORM, AND ALL VENDOR PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION:

  • 9.1.1 ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT;
  • 9.1.2 ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE;
  • 9.1.3 ANY WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR QUALITY OF ANY OUTPUT OR VENDOR PRODUCTS;
  • 9.1.4 ANY WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; AND
  • 9.1.5 ANY WARRANTIES REGARDING THE COMPLIANCE OF VENDOR PRODUCTS OR OUTPUTS WITH APPLICABLE LAWS IN ANY JURISDICTION.

9.2 No SLA

CLIENT ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED ON A BEST-EFFORT BASIS ONLY. COMPANY MAKES NO COMMITMENTS REGARDING UPTIME, AVAILABILITY, RESPONSE TIMES, LATENCY, OR SERVICE CONTINUITY. INTERRUPTIONS, DELAYS, OR OUTAGES, INCLUDING THOSE CAUSED BY UPSTREAM PROVIDER ACTIONS OR FAILURES, SHALL NOT CONSTITUTE A BREACH OF THIS AGREEMENT. ANY SERVICE LEVEL COMMITMENTS REQUIRE A SEPARATELY EXECUTED ORDER FORM EXPRESSLY STATING SUCH COMMITMENTS.

9.3 Third-Party Products and Upstream Providers

COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY VENDOR PRODUCTS, AI MODELS, OR APIS ACCESSIBLE THROUGH THE SERVICES. ALL SUCH PRODUCTS ARE PROVIDED SOLELY BY THEIR RESPECTIVE UPSTREAM PROVIDERS. COMPANY HAS NO CONTROL OVER THE PERFORMANCE, AVAILABILITY, SECURITY, OR POLICY DECISIONS OF ANY UPSTREAM PROVIDER. UPSTREAM PROVIDERS MAY MODIFY, RESTRICT, OR DISCONTINUE THEIR MODELS OR APIS AT ANY TIME. SUCH ACTIONS BY UPSTREAM PROVIDERS DO NOT CONSTITUTE A BREACH OF THIS AGREEMENT BY COMPANY.

9.4 Output Accuracy

COMPANY DOES NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, OR SUITABILITY OF ANY OUTPUT FOR ANY PURPOSE. AI-GENERATED OUTPUTS ARE INHERENTLY PROBABILISTIC AND MAY CONTAIN ERRORS, HALLUCINATIONS, BIASES, OR INACCURACIES. CLIENT ASSUMES ALL RISK AND RESPONSIBILITY FOR ANY RELIANCE ON OR USE OF ANY OUTPUT. COMPANY TAKES NO RESPONSIBILITY FOR ANY ACTIONS TAKEN, DECISIONS MADE, OR CONSEQUENCES ARISING FROM CLIENT’S USE OF OR RELIANCE ON ANY OUTPUT.

9.5 No Legal, Medical, or Professional Advice

NO OUTPUT OR OTHER CONTENT PROVIDED THROUGH THE SERVICES CONSTITUTES LEGAL, MEDICAL, FINANCIAL, REGULATORY, OR OTHER PROFESSIONAL ADVICE. CLIENT SHALL NOT SUBSTITUTE AI-GENERATED OUTPUT FOR THE ADVICE OF QUALIFIED PROFESSIONALS IN ANY REGULATED FIELD.

9.6 Jurisdictional Limitations

Some jurisdictions do not permit the disclaimer of certain warranties. To the extent any such limitation applies, the disclaimers in this Section 9 shall apply to the maximum extent permitted by applicable law.

10. Limitation of Liability

10.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap

Company’s total aggregate liability arising out of or relating to this Agreement or the Services shall not exceed the total fees actually paid by Client to Company during the three (3) month period immediately preceding the event giving rise to the claim.

Notwithstanding the foregoing, the liability cap in this Section 10.2 shall not apply to: (a) Client’s indemnification obligations under Sections 3.3 and 11; (b) either party’s breach of its confidentiality obligations under Section 13; (c) Company’s gross negligence or willful misconduct; or (d) fraud.

10.3 Third-Party Liability

COMPANY SHALL HAVE NO LIABILITY FOR ANY ACTS, OMISSIONS, ERRORS, FAILURES, POLICY CHANGES, OR DECISIONS OF ANY UPSTREAM PROVIDER, AI MODEL PROVIDER, API PROVIDER, OR OTHER VENDOR. ANY CLAIMS RELATED TO VENDOR PRODUCTS, INCLUDING CLAIMS ARISING FROM AN UPSTREAM PROVIDER’S RESTRICTION OR TERMINATION OF ACCESS TO ITS MODELS OR APIS, SHALL BE DIRECTED SOLELY AGAINST THE APPLICABLE UPSTREAM PROVIDER.

10.4 Essential Basis

Client acknowledges that the limitations of liability in this Section 10 reflect a reasonable allocation of risk between the parties, are an essential element of the basis of the bargain between the parties, and that Company would not provide the Services on the terms set forth in this Agreement without such limitations.

11. Indemnification

11.1 Client Indemnification

Client shall indemnify, defend, and hold harmless Company and its affiliates, directors, officers, employees, agents, and licensors (collectively, “Company Indemnitees”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

  • 11.1.1Client’s use of the Services or any User Content;
  • 11.1.2Client’s breach of this Agreement or any representation, warranty, or obligation hereunder;
  • 11.1.3Client’s violation of any applicable law, regulation, or third-party right;
  • 11.1.4any claim that Client’s Input or User Content infringes or misappropriates any third-party intellectual property or other right;
  • 11.1.5any dispute between Client and any third party, including any end-user of Client’s products or services;
  • 11.1.6Client’s failure to comply with applicable Upstream Provider Terms; or
  • 11.1.7any action taken by an Upstream Provider against Company arising from or related to Client’s use of the Services.

11.2 Company Indemnification

Company shall indemnify, defend, and hold harmless Client and its affiliates, directors, officers, employees, and agents from and against any third-party claims alleging that the Platform itself (excluding Vendor Products, AI Models, APIs, and any Outputs generated by third-party AI Models) infringes or misappropriates any copyright, patent, trademark, or trade secret of a third party. Company’s obligations under this Section 11.2 do not apply to any claim arising from: (a) Client’s modification of the Platform or combination of the Platform with other products; (b) use of the Platform in violation of this Agreement; (c) any Vendor Product or Output; or (d) compliance with Client’s instructions or specifications.

11.3 Procedure

The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim subject to indemnification (provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced by such failure); (b) grant the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party without the indemnified party’s prior written consent); and (c) provide reasonable cooperation in the defense thereof at the indemnifying party’s expense.

12. Intellectual Property

12.1 Company Property

The Services, Platform, and all related technology, software, documentation, and materials (excluding User Content and Vendor Products) are the exclusive property of Company or its licensors. Client receives no ownership rights in the foregoing and is granted only the limited, non-exclusive, non-transferable license to access and use the Services as set forth in this Agreement during the term hereof.

12.2 Vendor Products

Company does not own, control, or claim any intellectual property rights in any AI Models, APIs, or other Vendor Products accessible through the Services. All rights in Vendor Products remain with their respective Upstream Providers.

12.3 Feedback

If Client provides any suggestions, ideas, or feedback regarding the Services (“Feedback”), Client hereby grants Company a perpetual, irrevocable, worldwide, royalty-free, fully-paid license to use, reproduce, modify, and incorporate such Feedback into the Services without any obligation to Client. Feedback does not constitute Confidential Information of Client.

13. Confidentiality

13.1 Definition

“Confidential Information” means any non-public information disclosed by either party to the other in connection with this Agreement that is designated as confidential or that, given the nature of the information or circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information includes without limitation business plans, technical data, pricing information, and the terms of this Agreement.

13.2 Obligations

Each party shall: (a) maintain the confidentiality of the other party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of like kind, but in no event less than reasonable care; (b) not disclose such Confidential Information to any third party without prior written consent, except to employees, contractors, and professional advisors who need to know for purposes of this Agreement and are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) use such Confidential Information only for purposes of this Agreement.

13.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party’s possession prior to disclosure without restriction; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing party’s Confidential Information.

13.4 Compelled Disclosure

If the receiving party is legally compelled to disclose Confidential Information, it shall, to the extent legally permitted, provide the disclosing party with prompt written notice, cooperate with the disclosing party’s efforts to seek a protective order or other limitation on disclosure, and disclose only the minimum Confidential Information required.

14. General Provisions

13.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

13.2 Dispute Resolution; Mandatory Arbitration; Class Action Waiver

14.2.1 Pre-Arbitration Notice.Before initiating any arbitration, the party seeking relief (“Claimant”) shall provide the other party written notice describing in reasonable detail the nature of the dispute and the relief sought (“Dispute Notice”). The parties shall attempt in good faith to resolve the dispute within thirty (30) days after delivery of the Dispute Notice (“Resolution Period”). Arbitration may not be commenced until expiration of the Resolution Period.

14.2.2 Arbitration.Any dispute, controversy, or claim arising out of or relating to this Agreement that is not resolved during the Resolution Period shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under the AAA Commercial Arbitration Rules then in effect. The seat of arbitration shall be Wilmington, Delaware. The arbitration shall be conducted by one arbitrator mutually agreed upon by the parties or, if the parties cannot agree, appointed by the AAA. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Nothing in this Section 14.2 shall prevent either party from seeking interim injunctive relief from a court of competent jurisdiction pending the outcome of arbitration.

14.2.3 CLASS ACTION WAIVER. EACH PARTY AGREES THAT ANY DISPUTE RESOLUTION PROCEEDING UNDER THIS AGREEMENT SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION. NEITHER PARTY SHALL HAVE THE RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN ANY SUCH PROCEEDING. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE THE CLAIMS OF MORE THAN ONE INDIVIDUAL OR ENTITY OR TO PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND UNENFORCEABLE FOR ANY REASON, THEN THE ENTIRETY OF SECTION 14.2.2 SHALL BE DEEMED VOID AND THE PARTIES AGREE TO RESOLVE DISPUTES IN THE COURTS IDENTIFIED IN SECTION 14.1.

14.2.4 Exceptions. Notwithstanding the foregoing: (a) either party may bring an individual action in small claims court for disputes within the jurisdictional limits of such court; (b) either party may seek injunctive or other equitable relief from any court of competent jurisdiction to protect intellectual property rights or Confidential Information; and (c) Company may bring collection actions for unpaid fees in any court of competent jurisdiction.

14.2.5 Modification. If Company modifies this Section 14.2 in a manner materially adverse to Client, Client may reject the modification by providing written notice to Company within thirty (30) days of the change, in which case this Section 14.2 as in effect immediately before the modification shall apply to pending disputes.

14.3 Assignment

Client may not assign or transfer this Agreement or any rights hereunder without Company’s prior written consent. Company may freely assign this Agreement to any affiliate or to any successor in connection with a merger, acquisition, or sale of all or substantially all of Company’s assets. Any attempted assignment in violation of this Section shall be null and void. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

14.4 Entire Agreement

This Agreement, together with any Order Forms, and the Privacy Policy, the DPA, the AUP, and any other policies expressly incorporated by reference, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications. In the event of any conflict, the order of precedence shall be: (1) the applicable Order Form (for deal-specific commercial terms only); (2) this Agreement; (3) the DPA; (4) the AUP; and (5) the Privacy Policy.

14.5 Amendment

For any changes to this Agreement that materially modify Client’s rights or obligations (including changes to the arbitration clause, warranty disclaimers, or liability provisions), Company shall provide at least thirty (30) days’ advance written notice by email or in-platform notification. Client’s continued use of the Services after the effective date of any material amendment constitutes acceptance of the amendment. All other changes (including changes to the AUP or pricing schedules, subject to Section 7.7) will be effective upon posting to the Platform. Company will maintain a changelog of Agreement amendments at console.inference.ai/changelog.

14.6 Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

14.7 Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. No waiver of any breach shall be deemed a waiver of any subsequent breach.

14.8 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, war, terrorism, government actions, cyberattacks, or failures of third-party infrastructure providers, provided that the affected party promptly notifies the other party and uses commercially reasonable efforts to mitigate the impact. This Section shall not excuse Client’s payment obligations for Services rendered prior to the force majeure event.

14.9 Export Compliance

Client shall comply with all applicable export control laws and regulations, including the Export Administration Regulations (EAR) and regulations administered by the Office of Foreign Assets Control (“OFAC”). Client represents and warrants that: (a) Client is not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive U.S. sanctions; (b) Client is not identified on any U.S. government restricted party list, including the OFAC Specially Designated Nationals and Blocked Persons List; and (c) Client shall not provide access to the Services to any person or entity in violation of applicable export or sanctions laws. Company may immediately terminate this Agreement without liability upon becoming aware of any violation of this Section or upon any sanctions designation affecting Client.

14.10 Electronic Communications

Client consents to receive communications from Company electronically, including via email, the Platform, or posting on Company’s website. Such electronic communications satisfy any legal requirement that communications be in writing.

14.11 Notices

All legal notices under this Agreement shall be in writing and deemed given when: (a) delivered personally; (b) sent by confirmed email with read receipt to the address designated by the receiving party; or (c) three (3) days after being sent by certified mail, return receipt requested, to the addresses specified in the applicable Order Form or, for Company, to: Distribyte Inc., 1007 N Orange St., 4th Floor, Suite #2468, Wilmington, Delaware 19801; legal@inference.ai.

14.12 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties.

14.13 Publicity

Neither party shall issue any press release or public announcement regarding this Agreement without the other party’s prior written consent, except that Company may reference Client’s name as a customer in Company’s marketing materials unless Client provides written objection.

BY ACCESSING OR USING THE SERVICES, CLIENT ACKNOWLEDGES THAT CLIENT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THIS AGREEMENT, INCLUDING THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 14.2.