Welcome to MacroDeep! Before accessing our Services, please read these Commercial Terms of Service.

These Commercial Terms of Service ("Terms") are an agreement between MacroDeep Inc. ("MacroDeep", "we", "us", or "our") and you or the organization, company, or other entity that you represent ("Customer"). They govern Customer's use of MacroDeep API keys and any other MacroDeep offerings that reference these Terms, as well as all related MacroDeep tools, documentation, and services (the "Services"). These Terms are effective on the earlier of the date that Customer first electronically consents to a version of these Terms and the date that Customer first accesses the Services ("Effective Date").

Please note: You may not enter into these Terms on behalf of an organization, company, or other entity unless you have the legal authority to bind that entity. Services under these Terms are not for consumer use.

A. Services

1. Overview. Subject to these Terms, MacroDeep gives Customer permission to use the Services, including to power products and services Customer makes available to its own customers and end users ("Users").

2. Third Party Features. Customer may elect (in its sole discretion) to use features, services, or other content made available by third parties to Customer through the Services ("Third Party Features"). Customer acknowledges and agrees that Third Party Features are not Services and, accordingly, MacroDeep is not responsible for them.

3. Feedback. If Customer provides (in its sole discretion) MacroDeep with feedback regarding the Services, MacroDeep may use that feedback at its own risk and without obligation to Customer.

B. Customer Content

As between the parties and to the extent permitted by applicable law, MacroDeep agrees that Customer (a) retains all rights to its Inputs, and (b) owns its Outputs. MacroDeep disclaims any rights it receives to the Customer Content under these Terms. Subject to Customer's compliance with these Terms, MacroDeep hereby assigns to Customer its right, title, and interest (if any) in and to Outputs. MacroDeep will not train models on Customer Content from Services. "Inputs" means submissions to the Services by Customer or its Users and "Outputs" means responses generated by the Services to Inputs (Inputs and Outputs together are "Customer Content").

C. Data Privacy

Data submitted through the Services will be processed in accordance with MacroDeep's Data Processing Addendum ("DPA"), which is incorporated into these Terms by reference.

D. Trust and Safety; Restrictions

1. Compliance. Each party will comply with all laws applicable to the provision (for MacroDeep) and use (for Customer) of the Services, including any applicable data privacy laws.

2. Policies and Service Terms. Customer and its Users may only use the Services in compliance with these Terms, including (a) the Usage Policy ("Usage Policy"), (b) our Supported Regions Policy, and (c) our Service Specific Terms, each of which is incorporated by reference into these Terms. Customer must cooperate with reasonable requests for information from MacroDeep to support compliance with its Usage Policy, including to verify Customer's identity and use of the Services.

3. Limitations of Outputs; Notice to Users. It is Customer's responsibility to evaluate whether Outputs are appropriate for Customer's use case, including where human review is appropriate, before using or sharing Outputs. Customer acknowledges, and must notify its Users, that factual assertions in Outputs should not be relied upon without independently checking their accuracy, as they may be false, incomplete, misleading, or not reflective of recent events or information.

4. Use Restrictions. Customer may not and must not attempt to (a) access the Services to build a competing product or service, including to train competing AI models or resell the Services except as expressly approved by MacroDeep; (b) reverse engineer or duplicate the Services; or (c) support any third party's attempt at any of the conduct restricted in this sentence.

5. Service Account. Customer is responsible for all activity under its account. Customer will promptly notify MacroDeep if Customer believes the account it uses to access the Services has been compromised, or is subject to a denial of service or similar malicious attack that may negatively impact the Services.

E. Confidentiality

1. Confidential Information. The parties may share information that is identified as confidential, proprietary, or similar, or that a party would reasonably understand to be confidential or proprietary ("Confidential Information"). Customer Content is Customer's Confidential Information.

2. Obligations of Parties. The receiving party ("Recipient") may only use Confidential Information of the disclosing party ("Discloser") to exercise its rights and perform its obligations under these Terms. Recipient may only share Discloser's Confidential Information to Recipient's employees, agents, and advisors that have a need to know such Confidential Information and who are bound to obligations of confidentiality at least as protective as those provided in these Terms ("Representatives"). Recipient will protect Discloser's Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own Confidential Information, and with no less than reasonable care. Recipient is responsible for all acts and omissions of its Representatives.

3. Exclusions. Confidential Information excludes information that: (a) becomes publicly available through no fault of Recipient; (b) is obtained by Recipient from a third party without a breach of the third party's obligations of confidentiality; or (c) is independently developed by Recipient without use of Confidential Information. Recipient may disclose Discloser's Confidential Information to the extent it is required by law, or court or administrative order, and will, except where expressly prohibited, notify Discloser of the required disclosure promptly and fully cooperate with Discloser's efforts to prevent or narrow the scope of disclosure.

4. Destruction Request. Recipient will destroy Discloser's Confidential Information promptly upon request, except where retained to comply with law or copies in Recipient's automated back-up systems, which will remain subject to these obligations of confidentiality while maintained.

F. Intellectual Property

Except as expressly stated in these Terms, these Terms do not grant either party any rights to the other's content or intellectual property, by implication or otherwise.

G. Publicity

MacroDeep may use Customer's name and logo to publicly identify Customer as a customer of the Services; provided that Customer may opt-out by contacting us at legal@macrodeep.com. Customer will consider in good faith any request by MacroDeep to (1) provide a quote from a Customer executive regarding Customer's motivation for using the Services that MacroDeep may use publicly and (2) participate in a public co-marketing activity.

H. Fees

1. Payment of Fees. Customer is responsible for fees incurred by its account, at the rates specified on the applicable pricing page, unless otherwise agreed by the parties. MacroDeep may require prepayment for the Services in the form of credits or offer other types of credits. MacroDeep may update the published rates, to be effective the earlier of 30 days after the updates are posted by MacroDeep or Customer otherwise receives Notice.

2. Taxes. Fees do not include any taxes, duties, or assessments that may be owed by Customer for use of the Services ("Taxes"), unless otherwise specified in the applicable invoice. Customer is responsible for remitting any necessary withholding Taxes to the relevant authority on a timely basis and providing MacroDeep with evidence of the same upon request. Where law provides for the reduction or elimination of withholding taxes, including via tax treaty, the parties will collaborate in good faith to do so. Customer must pay MacroDeep the amount that will ensure that MacroDeep receives the same total amount that it would have received if no such withholding or reduction by Customer had been required (taking into account any and all applicable Taxes).

3. Billing. Failure to pay MacroDeep all amounts owed when due may result in suspension or termination of Customer's access to the Services. MacroDeep reserves any other rights of collection it may have.

I. Termination and Suspension

1. Term. These Terms start on the Effective Date and continue until terminated (the "Term").

2. Termination.
(a) Each party may terminate these Terms at any time for convenience with Notice, except MacroDeep must provide 30 days prior Notice.
(b) Either party may terminate these Terms for the other party's material breach by providing 30 days prior Notice detailing the nature of the breach unless cured within that time.
(c) MacroDeep may terminate these Terms immediately with Notice if MacroDeep reasonably believes or determines that MacroDeep's provision of the Services to Customer is prohibited by applicable law.

3. Suspension.
(a) MacroDeep may suspend Customer's access to any portion or all of the Services if: (i) MacroDeep reasonably believes or determines that there is a risk to or attack on any of the Services; (ii) Customer or any User is using the Services in violation of Sections D.1 (Compliance), D.2 (Policies and Service Terms) or D.4 (Use Restrictions); (iii) MacroDeep's provision of the Services to Customer is prohibited by applicable law or would result in a material increase in the cost of providing the Services; or (iv) any vendor suspends or terminates MacroDeep's use of any third-party services or products required to enable Customer to access the Services (each, a "Service Suspension").
(b) MacroDeep will use reasonable efforts to provide written notice of any Service Suspension to Customer, and resume providing access to the Services, as soon as reasonably possible after the event giving rise to the Service Suspension is cured, where curable. MacroDeep will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur because of a Service Suspension.

4. Effect of Termination. Upon termination, Customer may no longer access the Services. The following provisions will survive termination or expiration of these Terms: Sections E (Confidentiality), G (Publicity), H (Fees), I (Termination and Suspension), J (Disputes), K (Indemnification), L.2 (Disclaimer of Warranties), L.3 (Limits on Liability), and M (Miscellaneous); and any provision or condition that must survive to fulfill its essential purpose.

J. Disputes

1. Disputes. In the event of a dispute, claim, or controversy relating to these Terms ("Dispute"), the parties will first attempt in good faith to informally resolve the matter. The party raising the Dispute must notify the other party ("Dispute Notice"). The other party will respond to the Dispute Notice in a timely manner. If the parties have not resolved the dispute within 45 days of delivery of the Dispute Notice, either party may seek to resolve the dispute through arbitration as stated in Section J.2 (Arbitration).

2. Arbitration. Any Dispute will be determined in English by final, binding arbitration. Disputes will be determined by a sole arbitrator in New York, NY pursuant to the Comprehensive Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. Judgment on any award issued through the arbitration process may be entered in any court having jurisdiction. EACH PARTY AGREES THEY ARE WAIVING THE RIGHT TO A TRIAL BY JURY, AND THE RIGHT TO JOIN AND PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER THE LAW IN CONNECTION WITH THESE TERMS.

3. Equitable Relief. This Section J (Disputes) does not limit either party from seeking equitable relief.

K. Indemnification

1. Claims Against Customer. MacroDeep will defend Customer and its personnel, successors, and assigns from and against any Customer Claim (as defined below) and indemnify them for any judgment that a court of competent jurisdiction grants a third party on such Customer Claim or that an arbitrator awards a third party under any MacroDeep-approved settlement of such Customer Claim. "Customer Claim" means a third-party claim, suit, or proceeding alleging that Customer's paid use of the Services in accordance with these Terms or Outputs generated through such authorized use violates any third-party intellectual property right.

2. Claims Against MacroDeep. Customer will defend MacroDeep and its personnel, successors, and assigns from and against any MacroDeep Claim (as defined below) and indemnify them for any judgment that a court of competent jurisdiction grants a third party on such MacroDeep Claim or that an arbitrator awards a third party under any Customer-approved settlement of such MacroDeep Claim. "MacroDeep Claim" means any third-party claim, suit, or proceeding related to Customer's or its Users' (a) Inputs or other data provided by Customer, or (b) use of the Services in violation of the Usage Policy, the Service Specific Terms, or Section D.4 (Use Restrictions).

3. Exclusions. Neither party's defense or indemnification obligations will apply to the extent the underlying allegation arises from the indemnified party's fraud, willful misconduct, violations of law, or breach of these Terms. Additionally, MacroDeep's defense and indemnification obligations will not apply to the extent the Customer Claim arises from: (a) modifications made by Customer to the Services or Outputs; (b) the combination of the Services or Outputs with technology or content not provided by MacroDeep; (c) Inputs or other data provided by Customer; (d) use of the Services or Outputs in a manner that Customer knows or reasonably should know violates or infringes the rights of others; (e) the practice of a patented invention contained in an Output; or (f) an alleged violation of trademark based on use of an Output in trade or commerce.

4. Process. The indemnified party must promptly notify the indemnifying party of the relevant Claim, and will reasonably cooperate in the defense. The indemnifying party will retain the right to control the defense of any such Claim, including the selection of counsel, the strategy and course of any litigation or appeals, and any negotiations or settlement or compromise, except that the indemnified party will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to an ongoing affirmative obligation.

5. Sole Remedy. To the extent covered under this Section K (Indemnification), indemnification is each party's sole and exclusive remedy under these Terms for any third-party claims.

L. Warranties and Limits on Liability

1. Warranties. Each party represents and warrants that (a) it is authorized to enter into these Terms; and (b) entering into and performing these Terms will not violate any of its corporate rules, if applicable. Customer further represents and warrants that it has all rights and permissions required to submit Inputs to the Services.

2. Disclaimer of Warranties. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR IN THESE TERMS, TO THE MAXIMUM EXTENT PERMITTED UNDER LAW (A) THE SERVICES AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND; AND (B) MACRODEEP MAKES NO WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THIRD-PARTY PRODUCTS OR SERVICES, INCLUDING THIRD-PARTY INTERFACES. MACRODEEP EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING OR PERFORMANCE, OR TRADE USE. MACRODEEP DOES NOT WARRANT, AND DISCLAIMS THAT, THE SERVICES OR OUTPUTS ARE ACCURATE, COMPLETE, OR ERROR-FREE OR THAT THEIR USE WILL BE UNINTERRUPTED.

3. Limits on Liability.
(a) Except as stated in Section L.3(b), the liability of each party, and its affiliates and licensors, for any damages arising out of or related to these Terms (i) excludes damages that are consequential, incidental, special, indirect, or exemplary damages, including lost profits, business, contracts, revenue, goodwill, production, anticipated savings, or data, and costs of procurement of substitute goods or services and (ii) is limited to Fees paid by Customer for the Services in the previous 12 months.
(b) The limitations of liability in this Section L.3 (Limits on Liability) do not apply to either party's obligations under Section K (Indemnification).
(c) THE LIMITATIONS OF LIABILITY IN THIS SECTION L.3 (LIMITS ON LIABILITY) APPLY: (I) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (II) TO LIABILITY IN TORT, INCLUDING FOR NEGLIGENCE; (III) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (IV) EVEN IF THE BREACHING PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (V) EVEN IF THE INJURED PARTY'S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
(d) The parties agree that they have entered into these Terms in reliance on the terms of this Section L.3 (Limits on Liability) and those terms form an essential basis of the bargain between the parties.

M. Miscellaneous

1. Notices. All notices, demands, waivers, and other communications under these Terms (each, a "Notice") must be in writing. Any Notices provided under these Terms may be delivered electronically to the address provided to MacroDeep if to Customer; and to legal@macrodeep.com if to MacroDeep. Notice is effective only: (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with all requirements of this Section.

2. Electronic Communications. Customer agrees to receive electronic communications from MacroDeep based on Customer's use of the Services and related to these Terms. Electronic communications may be sent via email, through the Services or Customer's management dashboard, or posted on MacroDeep's website.

3. Amendment and Modification. MacroDeep may update these Terms at any time, to be effective 30 days after the updates are posted by MacroDeep or Customer otherwise receives Notice, except that updates made in response to changes to law or regulation take effect immediately upon posting or Notice. Changes will not apply retroactively. No other amendment to or modification of these Terms is effective unless it is in writing and signed by both parties.

4. Assignment and Delegation. Neither party may assign its rights or delegate its obligations under these Terms without the other party's prior written consent, except that MacroDeep may assign its rights and delegate its obligations to an affiliate or as part of a sale of all or substantially all its business. Any purported assignment or delegation is null and void except as permitted above.

5. Severability. If a provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will neither affect any other term or provision of these Terms nor invalidate or render unenforceable such term or provision in any other jurisdiction.

6. Interpretation. These Terms will be construed mutually, with neither party considered the drafter. Document and section titles are provided for convenience and will not be interpreted. The phrases "for example" or "including" or "or" are not limiting.

7. Governing Law; Venue. These Terms are governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law provision. Any suits, actions, or proceedings related to these Terms that are not required to be resolved via arbitration pursuant to Section J (Disputes) will be instituted exclusively in the federal or state courts located in New York, NY, and each party irrevocably submits to their exclusive jurisdiction.

8. Export and Sanctions. Customer may not export or provide access to the Services to persons or entities or into countries or for uses where it is prohibited under U.S. or other applicable international law. Without limiting the foregoing sentence, this restriction applies (a) to countries where export from the US or into such country would be prohibited or illegal without first obtaining the appropriate license, and (b) to persons, entities, or countries covered by U.S. sanctions.

9. Integration. These Terms (including the Usage Policy, Supported Regions Policy, Service Specific Terms, DPA, and other documents or terms that are incorporated by reference by these Terms) constitute the parties' entire understanding as to the Services' provision and use. These Terms supersede all other understandings or agreements between the parties regarding the Services.

10. Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.