Inflection AI API Terms of Service

These Inflection API Terms of Service describe your rights and responsibilities when accessing Inflection’s large language model Pi, which will be made available by Inflection through API (collectively, the “Inflection APIs”). These Terms of Service, together with any Inflection online sign-up form, order form, or other ordering documentation that references these Terms of Service (each an “Order Form”) are collectively referred to as the “Agreement”. The Agreement is entered into by and between Inflection AI, Inc. (“Inflection”) and the entity or person accessing the Inflection APIs (“Customer”, or “you”). If you are accessing or using the Inflection APIs on behalf of your company, you represent that you are authorized to enter into the Agreement on behalf of your company.

PLEASE REVIEW THESE TERMS OF SERVICE CAREFULLY. ONCE ACCEPTED, THE TERMS AND CONDITIONS OF THE AGREEMENT (INCLUDING THESE TERMS OF SERVICE) WILL BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND INFLECTION. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF SERVICE, YOU SHOULD NOT ACCEPT THESE TERMS OF SERVICE AND MAY NOT USE THE INFLECTION APIs.

1. Access to APIs.

   1. Registration. In order to access and use the Inflection APIs, you may be required to register an account by providing us with your email and other information requested in our registration form. You agree to provide us with complete and accurate registration information. You may not attempt to impersonate another person in registration. If you are registering on behalf of an organization, you warrant that you are authorized to agree to this Agreement on their behalf. You agree to be responsible for the security of your account. You accept that you are solely responsible for all activities that take place through your account, and that failure to limit access to your devices or browser may permit unauthorized use by third-parties.

   2. Use of Services. Subject to your compliance with the terms and conditions of this Agreement, Inflection hereby grants you a non-exclusive, non-transferable, non-sublicensable right during the term of this Agreement to access and use the Inflection APIs, which includes the right to integrate Output provided by the Inflection APIs as part of your products and services (each a “Customer Product”). Inflection may impose certain rate and usage limits regarding use of the Inflection APIs or otherwise throttle the time and frequency of access to the Inflection APIs, and you agree to comply with any such limitations.

   3. Technology Restrictions. You shall not, directly or indirectly: (i) use the Inflection APIs or any related materials outside of the scope permitted herein or for the purpose of building a competitive product or service (including using Output from the Inflection APIs to develop any artificial intelligence models that compete with Inflection’s products or services); (ii) modify, reverse engineer, decompile, or disassemble the Inflection APIs or otherwise or attempt to derive the source code of any software provided in connection with the Inflection APIs; (iii) rent, lease, copy, transfer, resell, sublicense, lease, time-share, distribute, offer on a service-bureau basis or otherwise provide access to any portion of the Inflection APIs to a third party; (iv) submit any content or materials to the Inflection APIs that violate any intellectual property rights of a third party; (v) submit to use any Special Data; or (vi) use any Inflection APIs in violation of applicable laws and regulations (collectively, the “License Restrictions”). “Special Data” means any data or information considered to be sensitive or otherwise subject to specific protections under applicable laws, regulations or industry standards beyond any requirements that apply to “personal information” or “personal data” generally, such as for illustrative purposes, information that is regulated by the Health Information Portability and Accountability Act, the Payment Card Industry Data Security Standard, the Gramm-Leach-Bliley Act, and other U.S. federal, state or foreign laws applying specific security standards.

2. Content.

   1. Customer Content. You and users may provide input to the Inflection APIs (“Input”), and receive output from the Inflection APIs based on the Input (“Output”). Input and Output are together, “Customer Content.” As between you and Inflection, and to the extent permitted by applicable law, you (a) retain all ownership rights in Input and (b) own any intellectual property rights in such Output. Inflection hereby assigns to you all our right, title, and interest, if any, in and to such rights.

   2. Obligations Regarding Customer Content. Inflection will only use Customer Content as necessary to provide you with the Output, comply with applicable law, and enforce any of our rights under applicable laws. Inflection will not use Customer Content to develop, train or fine-tune any large language or other AI models (the “AI Restriction”). You are responsible for all Input and represent and warrant that you have all rights, licenses, and permissions required to provide Input to the Inflection APIs. You are solely responsible for all use of the Outputs and evaluating the Output for accuracy and appropriateness for your use case, including by utilizing human review as appropriate.

   3. Disclaimers Regarding Output. You acknowledge and agree that the Output is generated using the Inflection’s proprietary artificial intelligence (“AI”) tools. In addition to the limitations and restrictions set forth in this Agreement, there are numerous limitations that apply with respect to Output due to the fact that it is automatically generated, including that (a) it may contain errors or misleading information, (b) AI systems are based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content, (c) AI systems can struggle with understanding the nuances of language, including slang, idioms, and cultural references, which can result in Output that is out of context or does not make sense, (d) AI systems can perpetuate biases that are present in the data used to train them, which can result in Output that is discriminatory or offensive, (e) AI systems can struggle with complex tasks that require reasoning, judgment and decision-making, and (f) AI systems require large amounts of data to train and generate content, and the data used to train AI systems may be of poor quality or biased, which may negatively impact the accuracy and quality of the generated Output. You agree that you are responsible for evaluating the accuracy, completeness, or usefulness of any Output.

3. Term; Termination.

   1. Term. This Agreement takes effect when you first use the Inflection APIs and remain in effect until terminated (the “Term”). If you purchased a subscription to the Inflection APIs, the subscription term will automatically renew for successive periods unless either of us gives the other notice of its intent not to renew. That notice must be given at least thirty (30) days before the start of the next renewal period.

   2. Termination. Unless you and Inflection have entered into an order form for a fixed subscription term, you may terminate this Agreement at any time for any reason by discontinuing the use of the Inflection APIs. Each party may also terminate this Agreement upon written notice in the event the other party commits any material breach of this Agreement and fails to remedy such breach within thirty (30) days after written notice of such breach. Inflection may suspend your access to the Inflection APIs, with or without notice, if (i) you do not comply with this Agreement, (ii) your use poses a security risk to us or any third party, (iii) Inflection suspects that your use is fraudulent or could subject Inflection or any third party to liability, or (iv) we need to comply with law enforcement or government requests.

   3. Effect of Termination. Termination or expiration will not affect any rights or obligations, including the payment of amounts due, which have accrued under this Agreement up to the date of termination or expiration. Upon termination or expiration of this Agreement, the provisions that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms, including confidentiality obligations, limitations of liability, and disclaimers. Upon termination of this Agreement, Inflection will endeavor to delete all Customer Content from Inflection’s systems within thirty (30) days, unless Inflection is legally required to retain it.

4. Payment; Fees; Taxes:

   1. Fees and Billing. You will pay Inflection the fees charged to your account according to the prices and terms on the applicable pricing page (“Fees”), or as otherwise agreed between us in writing. Inflection may update the published rates, to be effective the earlier of fourteen (14) days after the updates are posted by Inflection or you otherwise receives notice. You authorize Inflection and Inflection’s third-party payment processor(s) to charge the payment method provided on your account upon invoice issuance, unless otherwise agreed in an Order Form. If your payment cannot be completed, Inflection may suspend access to the Inflection APIs until payment is received. Fees are payable in U.S. dollars and payments are nonrefundable except as provided in this Agreement.

   2. Payment Processor. To facilitate payments for use of the Inflection APIs, we use Stripe, Inc. and its affiliates (“Stripe”) as our third-party payment processor, and any payment processing services are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe’s Global Privacy Policy available at: https://stripe.com/privacy (collectively, the “Stripe Agreements”). By agreeing to this Agreement and using any payment functionality, you also agree to be bound by the Stripe Agreements and that Stripe may use certain data you provide in accordance with the Stripe Agreements, as the same may be modified by Stripe from time to time.

   3. Service Credits. Inflection may offer the option to prepay for use of the Inflection APIs through the purchase of credits (“Service Credits”). Service Credits represent the amount you have paid in advance for use of the Inflection APIs. Service Credits are not legal tender or currency; are not redeemable, refundable, or exchangeable for any sum of money or monetary value; have no equivalent value in fiat currency; do not act as a substitute for fiat currency; and do not constitute or confer upon you any personal property right. Service Credits are non-transferable and may be used only in connection with the Inflection APIs. All sales of Service Credits are final. Service Credits are not refundable and expire eighteen (18) months after the date of purchase or issuance if not used, unless otherwise specified at the time of purchase. Inflection reserve the right to suspend or terminate your use of the Inflection APIs in accordance with the Agreement, including suspending or terminating your Service Credit balance, in compliance with applicable law.

   4. Taxes. Fees 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, except for those taxes based on the personnel, property or income of Inflection; and you will not withhold any such Taxes from any amounts due to Inflection.

5. Data Security; Confidentiality:

   1. Protection of Customer Content. Inflection will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security and integrity of Customer Content; (ii) protect against threats or hazards to the security or integrity of Customer Content; and (iii) prevent unauthorized access to Customer Content.

   2. Confidentiality. “Confidential Information” means any information, software and know-how disclosed or made available by either party (the “Disclosing Party”) to the other party (the “Receiving Party”) hereunder. Customer Content will be considered your Confidential Information. The Receiving Party shall: (i) not use the Disclosing Party’s Confidential Information except for the exercise of its rights or performance of its obligations hereunder; (ii) not disclose such Confidential Information to any party, other than its employees and consultants who have a “need to know” for the Receiving Party to exercise its rights or perform its obligations hereunder; and (iii) use at least reasonable measures to protect the confidentiality of such Confidential Information. If the Receiving Party is required by law to make any disclosure of such Confidential Information, the Receiving Party shall first give written notice of such requirement to the Disclosing Party and shall permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation to the Disclosing Party in seeking to obtain such protection. Information will not be deemed Confidential Information hereunder if such information: (1) is known or becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party prior to receipt from the Disclosing Party from a source other than one having an obligation of confidentiality to the Disclosing Party; (2) becomes publicly known, except through a breach hereof by the Receiving Party; or (3) is independently developed by the Receiving Party without any use of the Disclosing Party’s Confidential Information.

6. Proprietary Rights.

   1. Reservation of Rights. We retain ownership of all software and other technology underlying or embodied within the Inflection APIs. We reserve all rights to the Inflection APIs not otherwise expressly granted hereunder.

   2. Feedback. You may from time to time provide feedback (including suggestions, comments for enhancements, functionality or usability, etc.) (“Feedback”) to Inflection regarding your experience using, and needs and integration requirements for, the Inflection APIs. Inflection shall have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality, and you hereby grants Inflection the full, unencumbered, royalty-free right to incorporate and otherwise fully exploit Feedback in connection with Inflection’s products and services.

   3. Product Improvement. You agree that Inflection has the right to aggregate, collect and analyze data and information relating to the performance of the Inflection APIs and shall be free (during and after the Term hereof) to (i) use such data and other information to improve Inflection’s products and services (but subject to the AI Restriction), and (ii) disclose such data and other information solely in an aggregated and anonymized format that does not identify you or any individual.

7. Warranties; Disclaimer.

   1. Warranties. Inflection warrants that, during the Term, when used in accordance with this Agreement, the Inflection APIs will conform in all material respects with the documentation Inflection provides to you or otherwise makes publicly available.

   2. EXCEPT AS SET FORTH HEREIN, THE INFLECTION APIS (INCLUDING ANY OUTPUT) IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND. INFLECTION DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS RELATING TO THE INFLECTION APIS (INCLUDING ANY OUTPUT), WHETHER EXPRESS, IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATION, WARRANTY, OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. YOU AGREE AND ACKNOWLEDGE THAT YOUR USE OF ANY OUTPUT PROVIDED BY THE INFLECTION APIs IS AT YOUR OWN RISK. WITHOUT LIMITING THE FOREGOING, INFLECTION DOES NOT WARRANT OR GUARANTEE THAT THERE WILL NOT BE ANY SECURITY BREACHES BY THIRD PARTIES.

8. Limitation of Liability. OTHER THAN A BREACH OF THE LICENSE RESTRICTIONS OR ANY OF YOUR PAYMENT OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE HEREUNDER FOR (A) ANY LOSS OF PROFITS, REVENUE, OR LOSS OR INACCURACY OF DATA, OR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, OR (B) ANY OTHER AMOUNTS IN EXCESS OF THE GREATER OF (I) THE AMOUNTS PAID OR PAYABLE TO INFLECTION HEREUNDER OR (II) $1,000.00, IN EACH CASE EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Indemnification. You agree to defend and indemnify Inflection from and against any third-party claims and liabilities to the extent resulting from any Customer Product or your breach of this Agreement. You must not settle any claim without Inflection’s prior written consent if the settlement would require Inflection to (a) admit fault, (b) pay any damages or other amounts, or (c) take or refrain from taking any action. Inflection may participate in a claim through counsel of its own choosing at its own expense, and you and Inflection will reasonably cooperate on the defense of any such claim.

10. General.

    1. Export Compliance. Each party will comply with the export laws and regulations of the United States, European Union and other applicable jurisdictions in providing and using the Inflection APIs.

    2. Publicity. You agree that Inflection may refer to your name, logo, and trademarks in Inflection’s marketing materials and website; however, Inflection will not use your name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without your prior written consent (which may be by email) not to be unreasonably delayed.

    3. Assignment; Delegation. Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that Inflection 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, delegation, or transfer 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.

    4. Amendment; Waiver. Inflection reserves the right in its sole discretion and at any time and for any reason to modify this Agreement. Any modifications to this Agreement shall become effective upon the date of posting. Your continued use of, or access to, the Inflection APIs after an update goes into effect will constitute acceptance of the update. If you do not agree with an update, you may stop using the Inflection APIs or terminate this Agreement under Section 3(b). No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. 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.

    5. Relationship. 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.

    6. Unenforceability. 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.

    7. Governing Law. This Agreement will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth below, you and Inflection agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Santa Clara County, CA. The failure of Inflection to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.

    8. Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to the Customer may be sent to the address listed on your applicable Order Form or email address provided by you when you creates your account with Inflection. Notices to Inflection must be sent to the following: Inflection AI, Inc., [Address], Attn: Legal.

    9. Entire Agreement. This Agreement comprises the entire agreement between you and Inflection 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 Inflection, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.

    10. Force Majeure. 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, 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.

    11. Government Customer Terms. Inflection provides the Inflection APIs, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If you are an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Inflection APIs, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights than those provided in this Agreement are conferred. The Inflection APIs was developed fully at private expense.