Terms of service.

These Terms of Service (the "Terms") are a contract between Eachlabs Inc., a Delaware corporation at 8 The Green, Suite A, Dover, Delaware 19901, United States ("Eachlabs", "we", "us"), and the Customer defined in Section 3 ("Customer", "you").

Acceptance

Customer accepts these Terms when the individual who creates an Organization, or holds its owner role, creates an Account, clicks a button or continues past a screen referring to these Terms, creates or uses an API Key, or otherwise uses the Services. That individual confirms authority to bind Customer. If you do not agree, do not use the Services.

Members

Your members and Authorized Users must comply with the Agreement; their use does not accept or amend it for Customer, who is responsible for them under Section 6.

DPA

The Eachlabs Data Processing Addendum published at https://eachlabs.ai/dpa and archived by version, in the version in force under its Amendments paragraph (the "DPA"), is part of the Agreement. Accepting these Terms enters into the DPA and is your electronic signature of it, including, where DPA Schedule 4 applies them, the EU Standard Contractual Clauses, the UK Addendum and the Swiss adjustments, which we have agreed to as data importer. DPA Section 1 (Entry into this DPA) determines the DPA's Effective Date and how your legal name and address and the data-exporter contact are established; Section 22 (Notices) states where you designate contacts. An Order Form, or a copy of the DPA signed by both parties, completes the DPA signature block, states the Customer details and Effective Date that apply, and prevails as Section 22 (Order of precedence) provides.

The Services are offered to businesses, organizations and professionals for business use, not to consumers; you confirm that you use them only for business or professional purposes. You must be at least 18 to hold an Account or use the Services; we do not knowingly allow anyone under 18 to do either. You may not use the Services if you cannot give the confirmations in Section 21 or if we previously terminated your Account or Organization for breach.

Consumer savings clause

If mandatory consumer-protection law applies to you, nothing in the Agreement limits the rights it gives you, and Sections 10 (Expiry and Refunds), 18, 19 (venue, waivers and limitation period) and 20 apply only as that law permits.

Capitalized terms not defined here, including "API Key", "Authorized User", "Customer Content", "Customer-Connected Provider", "Order Form", "Subprocessor" and "Services", have the DPA's meaning; "Service" means any component of the Services. Capitalized "Processing" has its data-protection-law meaning; lowercase "processing" has its ordinary meaning.

"Account" means an individual's registered user account. The DPA's "Customer's account" is the Organization, and DPA account-level deletion means deleting an Organization and its Customer Content.

"Agreement" means these Terms, the DPA, any Order Form, and the Documentation pages and policies that Section 4 makes part of it.

"Customer" means the legal entity for which an Organization is created or, for an individual professional who has not accepted on behalf of an entity, that individual. The DPA's "Customer" is the same person.

"Documentation" means the developer documentation at docs.eachlabs.ai, as updated. Only its pages expressly labeled as policies or pricing form part of the Agreement; the rest is guidance.

"Execution" means one run of a Model, workflow step, video job or similar unit of work that the Services record and charge.

"Input" means prompts, parameters, files, media and other content that you or an Authorized User submit to the Services; "Output" means content that a Model or the Services generate in response.

"Main Agreement", as the DPA uses it, means these Terms, in the version and with the effective date shown at the top, together with any Order Form; it excludes the DPA.

"Model" means an AI model or endpoint listed in the model catalog of the Services that can be invoked through the Services.

"Organization" means a workspace in the Services that holds members, API Keys, a Prepaid Balance and Customer Content; its "primary owner" is the owner the Services record as such.

"Prepaid Balance" means the amount an Organization holds to pay for Executions; its "Funded Balance" and "Promotional Credit" are described in Section 10.

"Provider" means a third party whose Model, infrastructure, tooling or intermediary routing service is used to deliver the Services, including the DPA's AI Service Providers and Subprocessors.

The Services and their components are described in the Documentation, as made available from time to time.

Changes

We may add, change or remove features. Where a change materially reduces a feature you use, we will give notice under Section 22 where practicable; DPA notice commitments, including for Provider changes and security measures, prevail.

Policies

The Acceptable Use Policy published at https://eachlabs.ai/acceptable-use-policy and archived by version, and service-specific policies and pricing pages in the Documentation, form part of the Agreement; these Terms control any conflict. A change to such a page that adds an obligation on Customer or increases a charge, other than a Model price change under Section 10, follows Section 20.

Beta Features

Features, Models, endpoints or products we label as beta, preview, experimental or early access ("Beta Features") are for evaluation: they may change or be withdrawn at any time, may carry different limits and pricing, and may be less reliable. The DPA, Section 7 and Section 8 apply to them without change.

Responsibility

Provide accurate account information and keep it current. You are responsible for all use through your Accounts and API Keys, whether or not you authorized it. You are not responsible solely if unauthorized use resulted directly from our material breach or internal system compromise without any contributory fault by you or your Authorized Users.

Key security

Keep API Keys secret and out of client-side code and public repositories; keys do not expire on their own. If a key or password may have been compromised, delete the key immediately and contact support@eachlabs.ai.

Third-party applications

Applications you authorize to act on your Organization act as you under the Agreement, and their charges are billed to that Organization.

Roles

Each Organization has owners, one of whom the Services may record as primary owner. Owners may invite and remove members; other roles are granted as the Services allow, and we may change roles over time.

Binding acts

Customer is bound by everything its members and Authorized Users do in the Organization; adding a member, granting a role, configuring a Model, workflow, fallback or webhook, and calling the API are instructions from Customer. A removed member's access and membership credentials end; Customer Content stays with the Organization.

One Agreement

Every Organization of the same legal entity is under one Agreement with that Customer. Prepaid Balances, API Keys and Customer Content are held per Organization; the DPA, notices, Order Forms and the Section 18 cap apply to Customer as a whole. An affiliate using its own Organization is a separate Customer unless an Order Form covers it.

Use the Services only in compliance with the law, the Agreement, the policies Section 4 makes part of it, and identified Provider terms (Section 9).

Prohibited content

You must not use the Services to create, submit, store or distribute:

• ·child sexual abuse material or content that sexualizes minors;
• ·non-consensual intimate imagery, or sexual content depicting a real person without consent;
• ·synthetic media of a real person intended to deceive, defraud, harass or defame, or made without legally required consent;
• ·content that incites or facilitates violence, terrorism, self-harm or mass-casualty weapons;
• ·malware, phishing material, or content designed to gain unauthorized access to systems or data;
• ·content that infringes intellectual property, privacy or publicity rights; or
• ·other content unlawful where you or the affected person is located.

Prohibited conduct

You must not:

• ·circumvent, disable or probe safety systems, content filters or other protective measures of Eachlabs or a Provider, including by prompt manipulation or splitting requests across accounts or keys;
• ·evade rate, concurrency, balance or usage limits, including through multiple Organizations or Accounts;
• ·resell the Services, or expose our APIs, your API Keys or bare proxy access to third parties, except inside a product of your own built on the Services;
• ·reverse engineer or extract the Services' source code, except where the law allows this despite the restriction;
• ·probe or test the Services' security, or run load tests beyond the Documentation's limits, without our written permission;
• ·submit Inputs pointing to internal or non-public network addresses of Eachlabs or a Provider;
• ·use the Services for a prohibited AI practice or high-risk use under applicable AI law except as DPA Section 14 allows; or
• ·remove, alter or obscure provenance markings, watermarks or content credentials a Provider embeds in Output.

You are responsible for any disclosure the law requires when you present Output to the public.

Prohibited Data

Submit only data you have the right to submit. Unless an Order Form expressly approves the use case, route and safeguards, do not submit Prohibited Data as listed in DPA Section 3. That list covers special-category or sensitive personal data, criminal-offence data, biometric data used for unique identification, payment-card or financial-account credentials, protected health information, government identification numbers and children's data. It also covers classified or export-controlled data, and data under sector-specific secrecy, residency or localization duties the Services are not configured to meet. Do not send personal data to a Model identified in the catalog or Documentation as Restricted / Unverified. Do not use the Services as the sole basis for decisions with legal or similarly significant effects on individuals without independently implementing all required safeguards. You are responsible for all notices and consents the law requires for voice or face content of individuals.

Enforcement

We do not review all Customer Content and have no duty to monitor it. We may investigate suspected violations, remove content, refuse Executions, and suspend or terminate access under Section 11. We disclose Customer Content and Account information only where the law requires, following Section 13 and DPA Section 10, or for the Permitted Purposes in Section 8. Report abuse to support@eachlabs.ai.

Ownership

As between you and us, you own your Inputs and, to the extent permitted by applicable law and subject to identified Provider terms (Section 9), your Outputs. We claim no ownership of Customer Content, and identified Provider terms (Section 9) may restrict your use of Output. Output may be inaccurate or offensive and may be similar or identical to Output generated for others; review it before relying on it (see Section 16).

License to Eachlabs

You grant us a worldwide, non-exclusive, royalty-free license to host, store, transmit, reproduce, process, display and modify Customer Content only for these purposes (the "Permitted Purposes"):

• ·(a) to provide, operate, secure, support, improve and bill the Services, including by sending request content to the Provider of the Model you invoke and to your configured fallback Models;
• ·(b) to respond to your support requests;
• ·(c) to investigate suspected violations of the Agreement and enforce it;
• ·(d) for the service-operation Processing in DPA Section 5; and
• ·(e) to comply with the law.

The license is sublicensable only to Providers for those purposes. It ends when the Customer Content is deleted from the Services, except for copies retained under DPA Section 11, for which it continues until those copies are deleted. "Improve" is limited by the next paragraph and DPA Section 5.

No training

We will not use Customer Content, or any copy, embedding, representation or derivative of it, to train, retrain, fine-tune, develop or improve any AI or machine-learning model, for Eachlabs, another Customer or anyone else. We will not authorize a Provider to do so. DPA Section 5 states this unconditional commitment in full, with the limits on our quality checks, failed-Execution analysis and request classification, which never create a training dataset or profile an individual.

Usage Data

Usage Data is technical and operational data about use of the Services, such as request counts, latency, error rates and billing records, excluding the content of Inputs and Outputs. We use account-level Usage Data to authenticate, meter, bill, secure and support your Organization and to communicate about your use, and otherwise only aggregated or de-identified Usage Data to operate, secure and improve the Services. We do not use it to train models, profile individuals or advertise, or re-identify de-identified data or let others do so.

Shared workflows

A workflow becomes public or unlisted only when its visibility is changed through the Services, where they allow it, or by us on your written request. DPA Section 5 treats that election as your documented instruction and governs its withdrawal and the copies made while it applied. You grant us and other users a non-exclusive, royalty-free license to view, copy, modify and run such a workflow; a copy in another Organization is that Organization's Customer Content. Do not share a workflow that contains personal data or third-party Confidential Information, or for which you cannot grant this license.

Retention

Files you upload or generate expire 180 days after upload unless you set another retention at upload (60 seconds to 365 days, or non-expiring). Execution records, including Inputs, Outputs and the Provider's raw response, are kept for the life of your Organization and cannot be deleted by you during the term; deleting a file does not delete them. DPA Section 11 and Schedule 1 state the deletion methods and all retention periods, including backups, non-current object versions and caches.

Providers

Models are developed and operated by Providers, not by us, except any Eachlabs-developed model identified in an Order Form; we do not control a Provider's weights, safeguards or probabilistic behavior (DPA Section 5), or its availability or pricing. Eachlabs makes no representation or warranty regarding any Provider's data handling, retention, training, security, availability, or privacy practices. The Subprocessor list and model catalog are described in DPA Schedule 3 and available in the Services and Documentation at docs.eachlabs.ai and eachlabs.ai/ai-models. DPA Sections 5 and 7 govern Subprocessor changes and model additions.

Provider terms

When you invoke a Model, the request content is sent from Eachlabs to the Provider identified in the catalog or Documentation and, where stated, on to the aggregator's upstream host, under the Provider's published terms referenced there (DPA Section 5). You, your Authorized Users and your end users must comply with a Provider's usage policy or Output license where we identify it, or a link to it, in the model catalog or the Documentation ("identified Provider terms"). Output restrictions such as non-commercial use or attribution are stated there. Other Provider terms do not bind you under the Agreement, and a change to identified Provider terms applies only to Executions requested after we identify the update.

Changes and deprecation

We may add, change, restrict or retire Models at any time, including because a Provider changes its terms, pricing or availability. We may also make a Model unavailable in certain countries or industries under Provider or legal restrictions, and we will tell you if a Model is unavailable to you. Except where a Provider withdraws a Model or changes its terms on shorter notice, we will mark a Model as deprecated in the Services at least 30 days before retiring it. A Provider outage, latency, response time degradation, throughput throttling, rate limit, content refusal or policy change is not a breach by us, provided we meet our route-disclosure, advance-notice, routing and fallback obligations under the DPA. Nothing in this Section limits our responsibility for Subprocessors to the extent the DPA or mandatory law imposes it.

Fallback and routing

A request falls back or routes in accordance with your configured settings, parameters, selected resilience options, or assisted model selection you use, across Models in the catalog. You are responsible for your Model selections and fallback configuration. We do not compare the quality or data-handling terms of primary and fallback Models. Each Execution in a fallback chain is charged under Section 10, and you are never charged twice for the same result.

Customer-Connected Providers

Where a workflow, HTTP step, webhook, integration or request sends content to an endpoint you designate, or uses your credentials, that destination is a Customer-Connected Provider. Customer-Connected Providers are not our Subprocessors. You are solely responsible for selecting, configuring and authorizing all Customer-Connected Providers, and for their security, legality, availability and performance. We have no liability for any Customer-Connected Provider or any transmission to it.

Prepaid Balance

The Services are paid from your Organization's Prepaid Balance, funded in advance in USD through the payment processor integrated in the Services. The part credited from payments you made is its "Funded Balance"; the part credited without payment (referral, trial or compensation credit) is "Promotional Credit", which we may grant at our discretion. If you enable automatic top-up, you authorize us to charge your saved payment method for the amount you set whenever your balance falls below your threshold.

Prices

Prices are shown in the Services or the Documentation; we set third-party Model prices, which may change with the Provider's pricing. A price change applies to Executions that finish after it takes effect, even if requested earlier, and does not alter your Prepaid Balance. We give the Organization's owners at least 10 days' email notice of a Model price increase not caused by the Provider's pricing.

Charges

Each Execution is charged when it finishes, at the Model's price then in force. Canceled Executions are not charged, and errored Executions are not charged except for Models whose Provider charges for failed requests, which we identify with the error charge in the Documentation; no other Model carries an error fee. We do not currently charge for storage or delivery; a new fee follows Section 20.

Insufficient balance

We may refuse new Executions while your Prepaid Balance is below the minimum we set for that Service (currently USD 0.50 for the model API and USD 1 for workflows). We may also limit concurrent Executions for low-balance Organizations, as the Documentation describes. Charges may take your balance below zero; you must pay a negative balance on demand, and we may apply future top-ups to it first. You authorize us to charge any saved payment method for negative balances and unpaid amounts. Overdue negative balances accrue interest at 1.5% per month (or the highest rate permitted by law, if less) until paid. If you fail to pay on demand, you will pay our reasonable collection costs, including reasonable attorneys' fees.

Expiry

Funded Balance expires 12 months after the payment that created it unless an Order Form states otherwise. Promotional Credit expires on the date stated at grant and at most 1 year after grant; it has no cash value, is not transferable, and may be revoked if obtained or used in breach of the Agreement. Expired amounts are forfeited to the extent the law allows.

Refunds

Payments into the Prepaid Balance are non-refundable, except in four cases:

• ·(a) where applicable law requires;
• ·(b) where we terminate the Agreement without cause under Section 11;
• ·(c) where we terminate an affected Service under Section 17; or
• ·(d) where you terminate the Agreement or an affected Service for our uncured material breach under Section 11 or Section 16.

In cases (b) to (d) we refund the unused part of amounts you actually paid, less amounts you owe. Promotional Credit and any balance credited without payment are never refunded. No other refund is available. We may, at our discretion, restore Prepaid Balance for Executions that failed because of a fault in the Services.

Taxes

Fees exclude taxes. You bear sales, use, value-added, withholding and similar taxes, other than taxes on our net income; if you must withhold, gross up the payment so we receive the full amount. We provide tax-residency certificates and other documents reasonably needed for a treaty rate, and invoices bearing the tax identification number you supply.

Disputes and chargebacks

Dispute a charge at support@eachlabs.ai within 30 days of the charge; we review it in good faith and credit confirmed billing errors to your Prepaid Balance. If you do not dispute a charge in writing within 30 days, you waive any claim concerning that charge. After a chargeback, we may suspend your Organization until you settle it and reimburse all associated chargeback fees. An Order Form may set different prices, commitments, payment terms or invoicing.

Term

The Agreement starts when Customer first accepts these Terms and continues until terminated under this Section.

Suspension

We may suspend all or part of your access if:

• ·(a) you breach Section 7, the data restrictions in DPA Section 3, or identified Provider terms;
• ·(b) we reasonably determine that your use creates a material security, legal or operational risk to the Services, a Provider or other Customers and, where practicable, you have had notice and a reasonable opportunity to stop;
• ·(c) your Prepaid Balance is negative or a payment fails or is reversed, unless an Order Form provides invoicing and the invoice is not yet overdue;
• ·(d) a Provider or the law requires it; or
• ·(e) DPA Section 4 (Unlawful instructions and suspension) applies to an instruction you give.

Where practicable we will notify you before or promptly after suspending. We will limit the suspension to the affected part of the Services and restore access when you have resolved the cause.

Termination by you

You may stop using the Services at any time and close an Organization or Account by writing to support@eachlabs.ai; we then deactivate its API Keys, and closure does not cancel amounts you owe.

Termination for cause

Either party may terminate the Agreement on notice if the other materially breaches it, including the DPA, and does not cure within 15 days of notice, or immediately if the breach cannot be cured. Instead of terminating the Agreement, we may end only your access to the part of the Services affected by your uncured breach. We may terminate immediately, in whole or for part of the Services, where your breach involves the content prohibitions in Section 7 or the risks in Suspension (b); for an instruction under Suspension (e), DPA Section 4 applies.

Termination without cause

We may terminate the Agreement or discontinue the Services on at least 30 days' notice. An Order Form may set a different term and termination rules. Section 10 governs refunds on any termination.

When the Agreement ends, your right to use the Services ends, API Keys stop working, and amounts you owe become due immediately.

Export and deletion

You must retrieve and export Customer Content you need using the self-service export functions available in the Services before your access ends. Self-service export is limited to execution metadata in CSV, workflow definitions in JSON, and stored files via the Storage API. The Services do not provide an automated account-level bulk export of execution Inputs or Outputs. Eachlabs has no obligation to extract or reformat execution payloads, except as an agreed professional service at Customer's expense under DPA Section 11. The end of the Agreement, or closure of an Organization at your request, is an instruction to delete under the DPA. DPA Section 11 and Schedule 1 govern temporary read-only export re-enablement on written request within 30 days after termination, deletion without undue delay under our then-current procedure, confirmation, backups, legal holds and provider-side copies.

Survival

Sections 3, 8, 10 (amounts owed), 12 to 19 (Section 14 to the extent of the DPA's surviving obligations), 21 and 22 survive termination, with any other provision that by its nature should survive; the DPA survives as its Section 15 provides.

"Confidential Information" means non-public information one party discloses to the other under the Agreement that is marked confidential or that a reasonable person would understand to be confidential. Customer Content, Order Form pricing, security information and audit findings are confidential without marking, except information Eachlabs publishes.

Duties

Each party will use the other's Confidential Information only to perform the Agreement and exercise its rights, protect it with at least reasonable care, and disclose it only to personnel, contractors, affiliates and advisers who need it and are bound by obligations no less protective. We disclose Customer Content only to authorized Subprocessors and Providers and to the other recipients the DPA permits, to the extent it permits. You may disclose DPA Schedule 2, the Subprocessor list and any security or audit information to data subjects, underlying controllers, authorities and your auditors, and in a privacy notice, record of processing or regulatory filing.

Exclusions

These obligations do not apply to information the receiving party can show it already knew without a duty of confidence, that is or becomes public through no fault of that party, that it independently developed, or that it lawfully received without restriction. A party may disclose Confidential Information when the law or a court order requires, provided it gives prompt notice where legally permitted and discloses only what is required.

Duration

These obligations last for the term and 3 years after it ends; for Customer Content, as long as the receiving party or its Providers retain it; and for trade secrets, as long as they remain trade secrets.

The DPA governs how we Process personal data in Customer Content on your behalf, as your processor or service provider; you are responsible for a lawful basis to submit it and for your instructions. Our Privacy Policy at https://eachlabs.ai/privacy-policy covers personal data about you and your members that we collect as a controller; it does not apply to Customer Content processed under the DPA.

Security

The security measures we apply are described in the DPA and will not be materially reduced during the term. We notify a Personal Data Breach affecting Customer Content as DPA Section 9 provides, to the recipients Section 22 states for breach notices.

Türkiye

DPA Schedule 4.D applies to KVKK transfers, and its standard contract must be executed before a transfer it covers. On request to support@eachlabs.ai before your first such transfer, we provide the official Turkish text of KVKK Standard Contract 2 or 3, pre-completed with our details, and countersign it without undue delay. We will not suspend Türkiye-originating transfers for incomplete execution or filing where the delay is attributable to us.

Ownership

We and our licensors own the Services, including their software, client libraries, Documentation, catalog, standard workflow templates, orchestration graphs, parameter presets, interfaces, trademarks and logos, and all improvements to them; Providers own their Models. No rights are granted except those expressly stated in the Agreement.

Your license

Subject to the Agreement, we grant you a non-exclusive, non-transferable license during the term, revocable only by suspension or termination under Section 11, to use the Services, APIs, client libraries and Documentation to build and operate your own applications and serve your end users.

Feedback

If you give us feedback or suggestions about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them for any purpose without obligation to you. Feedback does not include Customer Content.

Copyright notices

Send copyright infringement notices and counter-notices under the Digital Millennium Copyright Act to support@eachlabs.ai. We may remove material on a valid notice, will restore it as the DMCA provides on a valid counter-notice, and may terminate repeat infringers after notice.

Warranties

Each party warrants that it has authority to enter into the Agreement. We warrant that we will provide the Services with reasonable skill and care and in accordance with the DPA. This warranty does not apply to, and we assume no responsibility for, the availability, latency, behavior, or Outputs of third-party Models or Customer-Connected Providers. If we breach this warranty, we will use reasonable efforts to correct the non-conformity; if we cannot within 30 days of your notice, you may terminate the affected Service. This remedy, together with your termination and refund rights under Sections 10 and 11, is your exclusive remedy for breach of this warranty.

Disclaimers

Except as expressly stated in this Section and the DPA, the Services, Models, Output, Beta Features and Documentation are provided "as is" and "as available". We disclaim all other warranties, express or implied, to the maximum extent permitted by law, including merchantability, fitness for a particular purpose, title, non-infringement, course of dealing and usage of trade. We do not warrant that the Services will be uninterrupted, error-free or secure, that any Model will remain available, behave consistently or produce any particular Output, or that Beta Features will be supported or retained. We do not warrant that Output will be accurate, lawful, original, non-infringing, bias-free, or suitable for any purpose, that Output will retain embedded provenance markings through transmission or transcoding, or that Models are immune to hallucinations, latency, jailbreaks or prompt injections. We give no warranty about a Provider's data handling, retention, training, security or availability beyond the route disclosures and the commitments stated in the DPA. Uptime commitments and service credits apply only if an Order Form states them. Nothing in this Section limits the express commitments in the DPA on security, no-training, deletion and breach notification.

By you

You will defend Eachlabs, its affiliates and their officers, directors, employees and agents against any third-party claim, regulatory action or government investigation, and pay resulting damages, fines, penalties, regulatory costs and reasonable attorneys' fees awarded or agreed in settlement, to the extent arising from:

• ·(a) Inputs submitted by or for you, your Authorized Users or your end users (including prompt injections or adversarial instructions), or your generation, receipt, hosting, use, commercialization, display or distribution of Output (including third-party claims that Output infringes intellectual property, privacy or publicity rights), except another Customer's claim based solely on similar Output generated for that Customer;
• ·(b) your, your Authorized Users' or your end users' use of the Services in breach of the Agreement, the law, applicable AI laws and regulations (including Regulation (EU) 2024/1689 and applicable regional AI statutes) or identified Provider terms;
• ·(c) your products, services, customers and end users, or your deployer regulatory obligations under applicable AI laws;
• ·(d) third-party use through your Account or API Keys for which you are responsible under Section 5; or
• ·(e) any third-party Provider suspension or penalty resulting from your or your end users' traffic or breach of identified Provider terms.

This indemnity covers claims arising from Customer Content, Customer-Connected Providers and your Processing instructions under the DPA, and does not apply solely to the extent the claim results directly from our material breach of the Agreement or the DPA, without contributory fault by you or your Authorized Users.

By Eachlabs

We will defend you against any third-party claim that the Services, as we provide them and you use them in accordance with the Agreement, infringe that party's patent, copyright or trademark or misappropriate its trade secret. We will pay the resulting damages, costs and reasonable attorneys' fees finally awarded or agreed in settlement. This excludes claims arising from third-party Models or Provider materials, Customer Content or Output, combinations with items we did not provide, your modifications, use after we told you to stop, or Beta Features. If the Services are or may be found infringing, we may procure your right to continue, modify the Services to be non-infringing, or terminate the affected Service and refund as Section 10 provides; this is your exclusive remedy for infringement by the Services.

Procedure

The indemnified party must give prompt notice of the claim, let the indemnifying party control the defense and settlement, and cooperate reasonably at the indemnifying party's expense. No settlement may admit fault for, or impose obligations on, the indemnified party without its consent, not to be unreasonably withheld.

Excluded damages

To the maximum extent permitted by law, we are not liable under the Agreement for indirect, incidental, consequential, special, exemplary or punitive damages, or for loss of profits, revenue, business, goodwill, data or savings, whether or not foreseeable or advised of. The loss-of-data exclusion does not cover the reasonable technical cost of restoring Customer Content that we lost or corrupted in breach of the Agreement or the DPA from existing backups; that cost is a direct damage within the cap.

Cap

Our aggregate liability arising out of or relating to the Agreement will not exceed the greater of: (a) the amounts you paid to us for the Services in the 12 months before the first event giving rise to the claim; and (b) USD 100. This limitation applies in contract, tort (including negligence and gross negligence), strict liability, under our indemnification obligations in Section 17, or otherwise. Amounts paid are counted across all of your Organizations; Promotional Credit does not count. Our liability under the DPA forms part of, and does not increase, this cap. Your liability under the Agreement is not capped.

Exceptions

The exclusions and cap apply to the maximum extent permitted by law, and never to liability that cannot be limited or excluded under applicable law, including liability resulting from a party's fraud or willful misconduct, and mandatory statutory liability owed directly to data subjects. As between you and us, all claims under the Agreement, the DPA, the Standard Contractual Clauses or other transfer instruments are subject to this Section 18 to the maximum extent permitted by law. They allocate the risks between you and us, are an essential element of the basis of the bargain, and apply even if a limited remedy fails of its essential purpose.

The exclusions and cap also protect our affiliates, Providers and licensors, and their officers, directors, employees and agents. Unless you have a separate direct agreement with a Provider, nothing in the Agreement gives you a remedy against our third-party Providers or licensors, who owe no direct contractual duty or liability to you.

Governing law

The Agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-law rules; the United Nations Convention on Contracts for the International Sale of Goods does not apply.

Venue

Before starting proceedings, a party must give the other written notice of the dispute, and the parties will try in good faith to resolve it within 30 days. The limitation period in this Section is suspended during that 30-day period. If they cannot, the dispute must be brought exclusively in the state or federal courts located in the State of Delaware; each party submits to their personal jurisdiction and waives any objection to venue or inconvenient forum. Either party may seek emergency injunctive or equitable relief in the state or federal courts located in Delaware to protect its intellectual property or Confidential Information. Either party may seek enforcement of a Delaware court order or judgment in any court of competent jurisdiction. Nothing in the Agreement requires arbitration.

Jury and class waiver

To the extent permitted by law, each party waives any right to a jury trial, and claims must be brought in a party's individual capacity, not as a plaintiff or class member in a class, consolidated or representative action.

Limitation period

To the maximum extent permitted by law, any claim arising out of or relating to the Agreement must be brought within 1 year after the event giving rise to it, or it is permanently waived. This does not apply to claims by data subjects, claims under a mandatory transfer instrument, claims for indemnification under Section 17, claims for amounts owed under Section 10, or claims that cannot be time-limited by law.

Notice

We may update these Terms. For material changes we will give at least 10 days' notice before the change takes effect, by email to the Organization's owners and to the legal-notice address designated under Section 22. Changes required by law, and changes that apply only to features you have not yet enabled, may take effect on publication. The effective date of the current version is shown at the top, and we archive each version at a stable URL.

Acceptance or rejection

If you continue to use the Services after a change takes effect, you accept it. If you do not agree to a material change, you may terminate the Agreement by notice to us before the effective date. The prior version then applies to your use for 30 days after the effective date, so that you can wind down and use your remaining Funded Balance. Section 10 governs refunds.

DPA changes

The DPA's Amendments paragraph governs updates to the DPA, including notice, effective dates and your right to terminate the affected Service before an update takes effect. The Notice and Acceptance or rejection paragraphs above do not apply to the DPA.

Signed documents

An Order Form freezes the version of these Terms in force at signature unless it says otherwise. A Customer that has signed an Order Form, or a data processing agreement signed by both parties, is not bound by any change to these Terms or the DPA that conflicts with that signed document.

The Services, Models and Output are subject to United States and other applicable export control and sanctions laws. You confirm that you and your Authorized Users are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive United States sanctions, and are not on any applicable restricted-party list. You will not export, re-export or transfer the Services or Output in violation of these laws, or use the Services to develop items controlled for weapons of mass destruction reasons. Subject to Section 7 and DPA Section 3, you determine whether the data-transfer, localization and sensitive-data rules that apply to you permit your use, including your choice of Model and the processing region disclosed in the Documentation or catalog (DPA Section 10).

Assignment

You may not assign the Agreement without our written consent, except to a successor in a merger, acquisition or sale of substantially all your assets, on written notice to us. We may assign it to an affiliate or such a successor on notice to you, and the assignee is bound by the DPA, including Schedule 4. Any other assignment is void.

Notices

Send notices to us by email to support@eachlabs.ai and, for legal notices, also by mail to Eachlabs Inc., 8 The Green, Suite A, Dover, Delaware 19901, United States. You may designate a legal-notice email address, a security-contact email address and a data-exporter contact for the DPA by writing to support@eachlabs.ai or in an Order Form. Until you do, we send every notice under the Agreement and the DPA to the Organization's owners, and the data-exporter contact is the Organization's primary owner or, where none or more than one is recorded, its owners. Once you designate them, breach, suspension, termination and material-change notices go to the designated addresses and the Organization's owners (or the sign-up or billing email address where no owner is recorded), and other notices go to the owners. An email notice is effective when sent unless a delivery failure is returned; a mailed notice is effective on receipt.

Order of precedence

If documents in the Agreement conflict, the following order applies:

1. mandatory transfer instruments and mandatory law;
2. the DPA, for Processing, data-protection and Customer Content-use matters, or a data processing agreement signed by both parties that expressly replaces it;
3. a signed Order Form;
4. these Terms;
5. service-specific policies, pricing pages and the Documentation.

An Order Form may add to the protections of the DPA but may not reduce them unless it expressly identifies the DPA clause it modifies. Where these Terms refer to a DPA provision, that provision governs the detail.

Entire agreement

The Agreement is the complete agreement between the parties about the Services and replaces all prior agreements, proposals and representations. Neither party has relied on any statement, representation, warranty, omission or promise outside the Agreement. Neither these Terms nor your acceptance of them through the Services supersedes an Order Form or data processing agreement signed by both parties. Terms in your purchase order that differ from or add to the Agreement are rejected.

Interpretation

If a provision is held invalid or unenforceable, it is enforced to the maximum extent permitted and the rest stays in force. A party's failure to enforce a provision is not a waiver of it. The parties are independent contractors, and the Agreement creates no partnership, joint venture, agency or employment relationship. "Including" means "including without limitation".

Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including Provider outages, network failures, government action, war, natural disaster and pandemics. Payment obligations are not excused.

No third-party beneficiaries

There are no third-party beneficiaries of the Agreement except where the DPA or a transfer instrument expressly provides otherwise. Eachlabs may enforce Sections 16 and 18 on behalf of its affiliates, Providers and licensors.

Language and contact

The Agreement is written in English; translations are for convenience only. For a Customer established in Türkiye, we will provide a Turkish translation of these Terms on request; the Turkish version applies to the extent Law No. 805 requires, and otherwise the English version controls. Questions about these Terms go to support@eachlabs.ai.