API and Developer Package Terms of Service

These Terms of Service (the “Terms”) govern access to and use of the API, Developer Package, and related Services provided by Augmented Intelligence Inc. (“AUI,” “we,” “us,” or “our”). These Terms are intended for business and developer customers and are not for consumer use unless AUI expressly states otherwise.

By clicking “I agree,” creating an account, signing an Order Form, accessing the Services, or using an API key, Customer agrees to these Terms. If an individual accepts these Terms on behalf of a company or other legal entity, that individual represents that they have authority to bind that entity, and “Customer” means that entity.

Definitions

“Account” means Customer’s workspace, organization, billing account, developer console account, or other account through which Customer accesses the Services.
“Agent Configuration” means any agent definition, JSON file, workflow instruction, action configuration, versioning record, editing record, tool configuration, permission setting, or related material submitted to, generated through, or managed using the Services.
“API” means any application programming interface, software development kit, endpoint, model interface, tool interface, webhook, or related documentation made available by AUI.
“API Key” means credentials, tokens, keys, secrets, or other authentication methods issued by AUI to access the Services.
“Authorized User” means an employee, contractor, agent, or service provider of Customer who is authorized by Customer to access the Services on Customer’s behalf.
“Coding Agent Skills” means AUI developer features, tools, or workflows that assist Customer in creating, editing, managing, testing, or deploying agents or Customer Applications through code or coding-agent functionality.
“Customer Application” means any website, application, product, service, workflow, integration, agent, tool, or internal system that Customer builds, operates, or makes available using the Services.
“Customer Content” means Input and Output together, including content submitted by Customer, Authorized Users, and End Users through a Customer Application.
“Customer Data” means Customer Content, Account data, billing data, Usage Data, End User Data, Agent Configurations, files, tool results, retrieved context, fine-tuning data, embeddings, prompts, system instructions, transcripts, and other data provided to or generated through the Services, excluding AUI IP.
“Developer Package” means AUI’s Apollo-1 developer offering, which may include Apollo-1 API access, API Documentation, Playground access, Coding Agent Skills, Workflow Automation API, sample code, CLI, developer console access, and related tools or materials, as specified in the applicable Order Form, developer console, Documentation, marketplace listing, or other ordering or access documentation.
“Documentation” means AUI’s then-current technical documentation, API docs, usage limits, security instructions, model/provider disclosures, and support materials.
“End User” means a person or entity that uses or interacts with a Customer Application.
“Input” means prompts, messages, files, data, Agent Configurations, system instructions, images, audio, video, tool results, retrieved context, fine-tuning files, or other content submitted to the Services.
“Output” means text, code, images, audio, video, structured data, recommendations, tool calls, workflow actions, classifications, summaries, embeddings, responses, or other content generated by the Services in response to Input.
“Services” means AUI’s APIs, models, hosted tools, Developer Package, Playground, developer console, documentation, software, SDKs, CLI, Workflow Automation API, Coding Agent Skills, agentic features, sample code, support, and related services made available by AUI.
“Third-Party Model Provider” means a third-party provider of AI, ML, embedding, speech, search, hosting, safety, routing, evaluation, observability, or related infrastructure used to provide the Services.
“Usage Data” means telemetry, logs, metadata, consumption metrics, rate-limit events, latency, error rates, model/provider selected, token counts, and similar operational data generated by use of the Services, excluding Customer Content except as expressly stated.
“Workflow Automation API” means API functionality, tools, or interfaces made available by AUI for task-oriented workflows, agent actions, tool calls, or automation flows, including workflows that may not originate from an End User message.

Services; API Access; Customer Applications

1. 1. Access Right. Subject to these Terms, AUI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription or usage period to access and use the Services, Developer Package, and Documentation for Customer’s internal business purposes and to develop, test, deploy, operate, and integrate Customer Applications and agents using the Services.
  2. End User Use and Production Deployments. Customer may make Customer Applications available to End Users and may deploy agents or workflows using the Services, provided Customer remains responsible for all End User activity and for ensuring that Customer Applications, agents, workflows, and End Users comply with these Terms, the Documentation, and the AUI Usage Policy.
  3. No Raw API Resale. Customer may not resell, sublicense, lease, distribute, make available, or provide access to the Services as a standalone API, model, service bureau, timeshare, model-routing service, or competing AI platform, unless an Order Form expressly permits such activity.
  4. Documentation and Usage Limits. Customer will comply with the Documentation, including model availability, rate limits, throughput limits, token limits, file limits, safety settings, and other technical requirements. AUI may enforce usage limits automatically to protect the Services and other customers.
  5. Service Changes. AUI may update the Services from time to time. For self-service customers using paid generally available Services without a signed Order Form, AUI will use commercially reasonable efforts to provide Customer with not less than 30 days’ prior written notice before implementing any change that materially reduces core functionality, model capability, or data protection commitments. For enterprise customers with a signed Order Form, AUI will provide not less than 60 days’ prior written notice of any such material change; if the change materially reduces the functionality expressly committed in the Order Form and cannot be mitigated by a comparable substitute, Customer may terminate the affected Services upon written notice and receive a pro-rated refund of prepaid fees for the remaining committed term. For self-service usage-based Services, AUI may modify features, models, endpoints, limits, or providers with 14 days’ notice where practicable, or immediately if required by security, law, or Third-Party Model Provider requirements.

Accounts, API Keys, and Security of Customer Systems

1. Account Information. Customer must provide accurate, current, and complete Account, billing, tax, and administrative contact information and keep it updated.
2. API Key Security. Customer is responsible for safeguarding API Keys and Account credentials. Customer will not share API Keys except with Authorized Users and systems acting on Customer’s behalf, and will promptly rotate or revoke API Keys if Customer suspects compromise.
3. Account Activity. Customer is responsible for all activity under its Account, API Keys, and Customer Applications, whether or not authorized by Customer, except to the extent caused by AUI’s breach of these Terms.
4. Security Notification. Customer will promptly notify AUI of any suspected unauthorized access to the Services, API Keys, Customer Applications, or systems connected to the Services.

Customer Content; Ownership; No Training

1. Customer Ownership. As between AUI and Customer, Customer retains all rights, title, and interest in Input and Customer Data. To the extent permitted by applicable law, Customer owns Output. AUI assigns to Customer any right, tie, or interest AUI may have in Output, subject to AUI’s rights in the Services, AUI IP, models, tools, templates, systems, and Documentation.
2. AUI Processing License. Customer grants AUI and its subcontractors a limited, worldwide, non-exclusive right to access, process, transmit, reproduce, display, and store Customer Data solely as necessary to provide, secure, support, troubleshoot, improve the reliability of, bill for, and enforce policies for the Services, and as otherwise instructed by Customer or required by law.
3. No Training or Model Improvement Without Opt-In. AUI will not use Customer Content, End User Data, prompts, outputs, transcripts, files, fine-tuning data, embeddings, retrieved context, tool results, or Customer-specific logs to train, fine-tune, any general or shared AI or ML model or service unless Customer expressly opts in or instructs AUI in writing to do so for a Customer-specific model, configuration, evaluation, or service.
4. Security, Abuse, and Compliance Data. Notwithstanding Section 4.3, AUI may use limited Customer Data, including snippets of Customer Content where reasonably necessary, to prevent or investigate abuse, security incidents, policy violations, fraud, illegal activity, or technical issues; comply with law; enforce these Terms; and protect AUI, Customer, End Users, and third parties. AUI will limit such use to what is reasonably necessary and will not use such data to train general-purpose models without Customer opt-in.
5. Similarity of Output. Customer acknowledges that AI services may generate the same or similar Output for multiple customers or users, and that Output may not be unique. Output generated for other customers is not Customer’s Output.
6. Customer Responsibility for Input and Output. Customer is responsible for Input, Customer Applications, End User disclosures and consents, and use of Output. Customer must evaluate Output for accuracy, appropriateness, safety, and legality, including human review where appropriate.
7. Feedback. Customer may provide feedback voluntarily. AUI may use feedback without restriction or compensation, provided feedback does not include Customer Content, Personal Data, or Customer Confidential Information unless Customer expressly authorizes such use.

Aggregated and Usage Data

1. Permitted Operational Analytics. AUI may collect and use Usage Data and deidentified, aggregated information derived from use of the Services to operate, secure, maintain, debug, bill for, capacity-plan, benchmark, and improve the Services, provided such information does not identify Customer, Authorized Users, End Users, Customer Applications, or Customer Content.
2. No Re-Identification or Sale of Customer Content. AUI will not attempt to re-identify deidentified or aggregated data, will contractually prohibit recipients from doing so, and will not sell Customer Content, Personal Data, or End User Data. AUI will not publish customer-identifying benchmarks or usage metrics without Customer’s consent.

Third-Party Models, Providers, and Integrations

1. Use of Providers. AUI may use Third-Party Model Providers and other subprocessors to provide the Services. Customer authorizes AUI to transmit Customer Data to those providers solely as necessary to provide the Services, subject to this Section and any applicable DPA or Order Form.
2. Paid/Enterprise Endpoint Commitment. For production paid Services, AUI will use commercially reasonable efforts to route Customer Content only through paid, enterprise, business, or API tiers configured not to train or improve third-party general models on Customer Content, unless Customer expressly instructs otherwise or a Third-Party Model Provider is identified in the Documentation as operating under different terms.
3. Provider Disclosure Page. AUI will make available, through the Documentation, DPA, subprocessor page, provider disclosure addendum, Order Form, or another customer-accessible mechanism, information regarding material Third-Party Model Providers used to provide the Services, as required by applicable law or as otherwise described in the applicable Order Form or DPA. Such information may include the provider name or category, categories of data processed, processing purpose, region or data location where available, and other relevant details that AUI makes available for the applicable Services.
4. Provider Changes. AUI may add or replace Third-Party Model Providers, provided AUI will use commercially reasonable efforts to avoid materially reducing Customer’s data protection commitments. Enterprise Order Forms or the DPA may provide prior notice or objection rights for subprocessors.
5. Customer Integrations. Customer is responsible for obtaining rights, consents, credentials, and access required for AUI to connect to Customer-designated third-party systems, including ticketing, CRM, data, storage, messaging, identity, and tool systems. AUI is not responsible for the accuracy, availability, or legality of data from Customer-designated systems.

AI Safety, Usage Policy, and Regulated Use

1. Usage Policy. Customer and End Users must comply with the AUI Usage Policy, Documentation, and applicable law. AUI may block Inputs or Outputs, throttle requests, suspend access, or require remediation where AUI reasonably believes usage violates these Terms, creates security or safety risk, or may cause harm.
2. Prohibited Uses. Customer will not use the Services, Customer Applications, or Output to:

violate law, sanctions, export controls, privacy rights, intellectual property rights, or third-party rights;
generate, distribute, or facilitate malware, credential theft, phishing, spam, cyber abuse, unauthorized access, or security circumvention;
develop, procure, or facilitate weapons, explosives, dangerous chemicals, biological agents, or other materials intended to harm people;
create or facilitate sexual content involving minors, child sexual abuse material, non-consensual sexual content, or exploitation;
promote or facilitate terrorism, violent extremism, targeted harassment, hate, self-harm, or credible threats of violence;
deceive users about AI involvement, impersonate others without authorization, or represent Output as human-generated where that would be misleading;
make automated decisions with legal, employment, credit, housing, insurance, education, criminal justice, healthcare, or similarly significant effects without appropriate human review and lawful process;
use Output, model responses, embeddings, evaluations, or metadata to train, fine-tune, benchmark, distill, reverse engineer, or improve a competing AI customer service platform, agentic conversation product, or product or service substantially similar to or directly competitive with the Services, except as expressly permitted in writing;
bypass, disable, or ignore safety settings, filters, rate limits, citations, attribution, policy blocks, or other protective measures;
use the Services outside supported regions or for prohibited end users, destinations, or end uses.

High-Risk and Professional Advice. The Services are not a substitute for professional medical, legal, financial, tax, safety, or other regulated advice. Customer must not rely on Output as the sole basis for decisions requiring professional judgment or regulatory compliance. Customer is responsible for human review, user notices, and professional oversight where appropriate.
Healthcare, PHI, Minors, and Highly Regulated Data. Customer may not submit Protected Health Information, children’s data, biometric identifiers, payment card data, government identifiers, financial account credentials, or other highly regulated data to the Services unless an Order Form, DPA, BAA, or written approval expressly permits that data category and Customer implements any required controls.
End User Notice. For Customer Applications that expose AI-generated content or agentic functionality to End Users, Customer must provide notices and obtain consents required by applicable law and by the Documentation, including notice that AI-generated factual assertions may be inaccurate and should be independently verified where appropriate.
Agentic Features and Tool Use. If Customer uses Services that can take actions, call tools, access external systems, send messages, execute code, purchase items, or modify records, Customer is responsible for configuring permissions, approvals, logs, safeguards, and human confirmations appropriate to the risk of the action. AUI is not responsible for actions taken by Customer Applications or End Users through Customer-controlled tools.

Restrictions

1. Technical Restrictions. Customer will not and will not permit any third party to reverse engineer, decompile, disassemble, scrape, crawl, extract model parameters or training data from, bypass limitations in, or otherwise attempt to discover non-public components of the Services.
2. Competitive Restrictions. Customer will not use the Services, Output, embeddings, Usage Data, model responses, evaluations, or metadata to build, train, fine-tune, benchmark, distill, or improve a competing AI customer service platform, agentic conversation product, AI training or QA service for customer support, or any product or service substantially similar to or directly competitive with the Services without AUI’s prior written approval.
3. No Abuse of Infrastructure. Customer will not interfere with the Services; circumvent usage limits, billing, rate limits, security controls, safety mitigations, or access controls; overload infrastructure; or use unauthorized automation to create accounts or obtain service capacity.
4. No Unauthorized Transfer. Customer will not sell, transfer, rent, lease, or share API Keys, Account access, credits, or usage allocations except as permitted by the Documentation or an Order Form.

Beta, Preview, Trial, and Free Services

1. Beta Services. AUI may offer alpha, preview, beta, closed beta, early access, trial, research, or free features, models, tools, APIs, CLI, Playground access, Coding Agent Skills, Workflow Automation API, or other Developer Package components. These services are optional, may be changed or discontinued at any time, may not be supported, may have lower security or reliability, and are provided “as is” without warranties, indemnities, or service commitments unless AUI expressly states otherwise.
2. No Sensitive Data in Beta or Free Services. Customer may not submit sensitive, confidential, regulated, or production data to beta, preview, trial, or free Services unless AUI expressly authorizes such use in writing.

Privacy, Data Processing, and Security

1. Privacy and DPA. If AUI processes Personal Data on Customer’s behalf, the AUI Data Processing Addendum (“DPA”) applies and is incorporated into these Terms. Customer is responsible for providing notices, obtaining consents, and having a lawful basis for submitting Personal Data to the Services.
2. Subprocessors. AUI may use subprocessors and Third-Party Model Providers to provide the Services. The DPA or provider disclosure page will describe notice and objection rights, if any, for new subprocessors.
3. Security Measures. AUI will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data from unauthorized access, use, alteration, or disclosure. Security measures may include access controls, encryption in transit, logging, vulnerability management, and incident response processes, as described in the Documentation or security exhibit.
4. Security Incidents. AUI will notify Customer without undue delay after confirming a Security Incident affecting Customer Data, consistent with applicable law and the DPA. Customer will provide accurate security contacts and cooperate with investigation and remediation.
5. Data Retention and Deletion. AUI will retain Customer Content for the period described in the Documentation, Order Form, or DPA. Upon termination or deletion request, AUI will delete Customer Content within 90 days, except for legal retention, backup deletion cycles, security/abuse records, billing records, and other limited retention described in the DPA or Documentation.

Support, Service Levels, and Availability

1. Support. AUI will provide support through the channels, support hours, and priority levels described in the Documentation or applicable Order Form. Self-service accounts may receive documentation and standard support only.
2. Service Levels. Unless an Order Form or SLA expressly states otherwise, AUI does not provide uptime commitments, service credits, model availability guarantees, throughput guarantees, or response-time guarantees.
3. Model and Provider Availability. Models, model versions, routes, providers, context windows, modalities, tools, prices, and usage limits may change. AUI may remove or replace a model or provider if it becomes unavailable, insecure, unlawful, deprecated, excessively costly, or subject to third-party restrictions.

Fees, Billing, Taxes, and Credits

1. Fees. Customer will pay all fees, usage charges, subscription charges, minimum commitments, overages, and other charges described in the applicable Order Form, pricing page, developer console, marketplace listing, enterprise proposal, or checkout flow, including charges incurred after any credits or free trial allowances are exhausted or expire.
2. Usage-Based Billing. For usage-based Services, AUI will calculate usage based on AUI’s records, including tokens, requests, characters, seconds, compute, storage, tool calls, workflow actions, model/provider usage, retrieval, file processing, credit consumption, or other metered units described in the Documentation.
3. Payment Method. Customer authorizes AUI and its payment processor to charge the payment method associated with Customer’s Account. Customer is responsible for keeping payment information current.
4. Disputes and Suspension for Nonpayment. Customer must dispute invoices or charges in good faith within [30] days and pay all undisputed amounts. AUI may suspend access after notice for overdue undisputed amounts and may charge reasonable collection costs to the extent permitted by law.
5. Taxes. Fees are exclusive of taxes. Customer is responsible for taxes, levies, duties, and similar governmental assessments except taxes on AUI’s net income.
6. Price Changes. AUI may change self-service pricing by posting updated pricing or providing notice. Unless otherwise stated, price changes apply prospectively and will not change fixed fees in an active Order Form during its committed term.
7. Credits and Free Trials. Any credits, trial credits, promotional credits, or free usage allowances are non-transferable, may expire, may be subject to plan-specific restrictions, and do not entitle Customer to refunds or cash value unless the applicable Order Form, developer console, marketplace listing, or enterprise proposal states otherwise.

Confidentiality

1. Confidential Information. Confidential Information means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood to be confidential given its nature and the circumstances of disclosure. Customer Content and Customer Data are Customer Confidential Information. The Services, Documentation, APIs, pricing, models, non-public roadmaps, and security information are AUI Confidential Information.
2. Obligations. The receiving party will use Confidential Information only to perform under these Terms, protect it with reasonable care, and disclose it only to personnel, affiliates, contractors, advisors, and service providers who need to know and are bound by confidentiality obligations.
3. Exceptions. Confidentiality obligations do not apply to information that is public without breach, independently developed without use of Confidential Information, known without restriction before disclosure, or lawfully received from a third party without restriction.
4. Compelled Disclosure. The receiving party may disclose Confidential Information if required by law, subpoena, or court order, provided it gives notice where legally permitted and reasonably cooperates with efforts to limit disclosure.

AUI IP; Customer IP; Publicity

1. AUI IP. AUI and its licensors own all rights, title, and interest in the Services, APIs, models, software, SDKs, Documentation, templates, prompts provided by AUI, workflows, tools, user interfaces, improvements, derivatives, and related intellectual property, excluding Customer Content and Customer Confidential Information.
2. No Implied Rights. Except for rights expressly granted in these Terms, neither party grants the other any rights by implication, estoppel, or otherwise.
3. Publicity. AUI may not use Customer’s name, logo, or marks in paid advertising, press releases, or case studies, unless an Order Form expressly allows such use. Notwithstanding the foregoing, AUI may identify Customer as a customer and display Customer’s logo in AUI’s standard customer reference materials (such as its public website’s customer list or industry materials), provided that Customer may opt out of any such reference use upon written notice to AUI, which AUI will honor within 30 days of receipt. Customer may not use AUI’s name, logo, or marks without AUI’s consent, except to identify AUI as a service provider in Customer Applications or documentation where necessary and accurate.

Warranties and Disclaimers

1. Authority. Each party represents that it has authority to enter into these Terms and perform its obligations.
2. Customer Warranties. Customer represents and warrants that it has all rights, licenses, permissions, notices, consents, and lawful bases necessary to provide Customer Data to AUI and to use Customer Applications and Output as contemplated by these Terms.
3. Limited Service Warranty for Paid GA Services. For paid generally available Services, AUI will use commercially reasonable efforts to provide the Services in material accordance with the Documentation. Customer’s exclusive remedy for breach of this warranty is for AUI to use commercially reasonable efforts to correct the nonconformity or, if AUI cannot do so, terminate the affected Services and refund prepaid unused fees for the affected Services.
4. AI Disclaimer. Customer acknowledges that AI and ML systems are probabilistic, may produce inaccurate, incomplete, offensive, outdated, unsafe, or non-unique Output, and may not reflect current facts or legal, medical, financial, or other professional standards. Customer is solely responsible for evaluating Output and determining whether it is appropriate for Customer’s use case.
5. General Disclaimer. Except as expressly stated in these Terms, the Services, Output, beta services, third-party services, Third-Party Model Providers, and Documentation are provided “as is” and “as available.” To the fullest extent permitted by law, AUI disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted operation, accuracy, and error-free performance.

Indemnification

1. By AUI – Service IP. AUI will defend Customer against any third-party claim alleging that Customer’s authorized use of the paid generally available Services infringes that third party’s intellectual property rights, and will indemnify Customer for final damages, settlements, costs, and reasonable attorneys’ fees awarded or approved in connection with that claim, subject to the exclusions below.
2. By AUI – Output IP Option. To the extent AUI receives indemnity coverage from the applicable Third-Party Model Provider for a claim alleging that unmodified Output generated through paid generally available Services infringes a third party’s intellectual property rights, AUI will pass through the benefit of that coverage to Customer to the extent permitted by the provider.
3. AUI Indemnity Exclusions. AUI’s indemnity obligations do not apply to claims arising from: Customer Content, Customer Applications, customer-provided data or fine-tuning files, modifications to Services or Output not made by AUI, combination with products or services not provided by AUI, use after AUI instructs Customer to stop, use in violation of these Terms or the Documentation, beta/free/preview Services, disabling or ignoring safety/citation/filtering tools or restrictions, trademark or related rights based on use in trade or commerce, or Output that Customer knew or reasonably should have known was infringing.
4. By Customer. Customer will defend and indemnify AUI against third-party claims arising from Customer Content, Customer Applications, End User use, Customer’s breach of these Terms, Customer’s violation of law or third-party rights, use of the Services in violation of the Usage Policy or Documentation, or Customer’s products or services.
5. Procedure. The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, and allow the indemnifying party to control defense and settlement. The indemnifying party may not settle a claim in a way that admits fault by or imposes non-monetary obligations on the indemnified party without prior written consent, not to be unreasonably withheld

Limitation of Liability

1. EXCLUSION OF INDIRECT DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. GENERAL CAP. EXCEPT FOR EXCLUDED CLAIMS IN SECTION 17.4, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES CUSTOMER PAID OR THAT ARE PAYABLE TO AUI FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE [12] MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (B) [$10,000] .
3. ENHANCED CAP FOR CONFIDENTIALITY, PRIVACY, AND SECURITY. FOR CLAIMS ARISING FROM AUI’S BREACH OF CONFIDENTIALITY, PRIVACY, DATA PROCESSING, OR SECURITY OBLIGATIONS, AUI’S AGGREGATE LIABILITY WILL NOT EXCEED THE GREATER OF (A) TWO TIMES THE FEES PAID OR PAYABLE FOR THE AFFECTED SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (B) THE APPLICABLE ENHANCED CAP AMOUNT FOR CUSTOMER’S PLAN AT THE TIME OF THE EVENT GIVING RISE TO LIABILITY: $100,000 FOR LAUNCH, $250,000 FOR SCALE, OR THE AMOUNT STATED IN THE APPLICABLE ORDER FORM FOR ENTERPRISE, WITH A DEFAULT ENTERPRISE ENHANCED CAP OF $1,000,000 IF THE ORDER FORM DOES NOT STATE AN ENHANCED CAP.
4. EXCLUDED CLAIMS. THE CAPS IN SECTIONS 17.2 AND 17.3 DO NOT APPLY TO CUSTOMER’S PAYMENT OBLIGATIONS, EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, CUSTOMER’S VIOLATION OF SECTION 8 (RESTRICTIONS), CUSTOMER’S MISUSE OF API KEYS, OR ANY OTHER LIABILITY THAT CANNOT BE LIMITED BY LAW. AUI’S OUTPUT INDEMNITY, IF ADOPTED, SHOULD STATE WHETHER IT IS CAPPED, UNCAPPED, OR PROVIDER-PASS-THROUGH ONLY.

Suspension and Termination

1. Term. These Terms begin when the Customer first accepts them or uses the Services and continues until terminated. Order Forms continue for the term stated in the Order Form.
2. Termination by Customer. Customer may stop using self-service Services at any time and may terminate its Account through the developer console or by notice to AUI, subject to payment of all accrued fees and any non-cancellable commitments in an Order Form.
3. Termination for Cause. Either party may terminate an Order Form or these Terms if the other party materially breaches and fails to cure within [30] days after written notice, or immediately if the breach is not curable, involves security risk, or violates law or the Usage Policy.
4. Suspension. AUI may limit, throttle, block, or suspend access to all or part of the Services if AUI reasonably believes: (a) Customer or End Users violate these Terms, the Usage Policy, or law; (b) Customer’s use creates security, safety, legal, or operational risk; (c) Customer is overdue on undisputed fees; (d) API Keys are compromised; (e) suspension is required by a Third-Party Model Provider or law; or (f) continued access may harm AUI, Customer, End Users, or third parties. AUI will use reasonable efforts to provide notice and narrowly tailor suspension where practicable.
5. Effect of Termination. Upon termination, Customer must stop using the terminated Services and pay all accrued amounts. AUI will provide Customer a reasonable opportunity to export Customer Content where technically available, unless prohibited by law or suspended for abuse/security reasons. Deletion will occur as described in Section 10.5 and the DPA.
6. Survival. Sections relating to fees, confidentiality, Customer Content ownership, AUI IP, usage restrictions, disclaimers, indemnity, limitation of liability, termination effects, dispute resolution, and miscellaneous provisions survive termination.

Changes to Terms

1. Updates. AUI may update these Terms, the Usage Policy, the Documentation, and pricing from time to time. AUI will provide notice of material changes by posting to the Services, emailing the Account contact, or other reasonable means. Changes will be effective on the stated effective date or, if no date is stated, [30] days after notice for material adverse changes and immediately for changes required by law, security, abuse prevention, or third-party provider requirements.
2. Continued Use. Continued use of the Services after a change becomes effective constitutes acceptance of the updated terms. If Customer does not agree, Customer must stop using the Services and may terminate as permitted by these Terms or an Order Form.
3. Enterprise Order Forms. If Customer has a signed Order Form that expressly fixes terms for a committed subscription period, updates will not materially reduce Customer’s rights during that period unless required by law, security, or third-party provider terms, or unless the Order Form states otherwise.

Trade Controls and Supported Regions

1. Export Controls. Customer will comply with all applicable export control, sanctions, anti-bribery, and trade laws. Customer will not use or provide access to the Services in embargoed regions, for sanctioned parties, or for prohibited end uses.
2. Supported Regions. AUI may restrict access to supported countries, regions, or industries. Customer must not use technical means to misrepresent location, identity, or eligibility.

Dispute Resolution; Governing Law

1. Informal Resolution. Before filing a claim, the parties will attempt in good faith to resolve disputes informally for [30] days after written notice.
2. Arbitration and Class Waiver. Except for small claims and equitable relief, disputes will be resolved by binding arbitration under [JAMS] rules. Each party waives the right to a jury trial and to participate in a class, collective, consolidated, or representative proceeding to the fullest extent permitted by law.
3. Governing Law and Venue. These Terms are governed by the laws of the State of [Delaware], excluding conflict-of-law rules. Courts in [Delaware] have exclusive jurisdiction for claims not subject to arbitration and for equitable relief.

Miscellaneous

1. Assignment. Customer may not assign these Terms without AUI’s prior written consent, except to a successor in connection with a merger, reorganization, or sale of substantially all assets if the assignee is not a competitor of AUI and assumes Customer’s obligations. AUI may assign these Terms to an affiliate or successor in connection with a merger, reorganization, financing, or sale of all or substantially all of its assets.
2. Force Majeure. Neither party will be liable for delay or failure to perform due to events beyond reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, Internet or utility failures, third-party service failures, cyberattacks, governmental actions, and provider outages, except that payment obligations are not excused.
3. Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, agency, or franchise relationship.
4. Entire Agreement. These Terms, Order Forms, DPA, Usage Policy, Documentation, and any referenced addenda are the entire agreement regarding the Services and supersede prior or contemporaneous agreements on the same subject. Purchase order terms are void unless expressly accepted in writing by AUI.
5. Order of Precedence. If there is a conflict, the following order controls: (1) signed Order Form or negotiated addendum; (2) DPA for data processing matters; (3) marketplace terms solely for procurement, billing, marketplace access, and marketplace-mandated terms; (4) these Terms; (5) Usage Policy; (6) Documentation; and (7) pricing page, developer console terms, or other access documentation, unless a document expressly states otherwise.
6. Notices. AUI may provide notices by email, developer console, dashboard, posting in the Services, or other reasonable means. Customer notices to AUI must be sent to [support@aui.io] and any other address specified by AUI.

Developer Package Schedule

1. Developer Package Components. The Developer Package may include Apollo-1 API access, API Documentation, Playground access, Coding Agent Skills, Workflow Automation API, sample code, CLI, developer console access, and related tools or materials, as specified in the applicable Order Form, developer console, Documentation, marketplace listing, or enterprise proposal.
2. Package Status. Unless AUI expressly states otherwise in the applicable Order Form, Documentation, developer console, marketplace listing, or enterprise proposal, Developer Package components that are designated as early access, closed beta, preview, trial, research, or free are subject to Section 9.
3. Package Variables. The applicable Order Form, developer console, Documentation, marketplace listing, or enterprise proposal may specify plan name, permitted use scope, usage limits, support level, service levels, credits, free trial allowances, pricing, term, renewal, and package-specific restrictions.