TERMS OF USE

Last Updated October 9, 2024

THIS IS A CONTRACT BETWEEN THE ENTITY NAMED IN THE APPLICABLE CUSTOMER FIELD HEREIN (“CUSTOMER,” “YOU,” OR “YOUR”), AND AYMARA, INC., AND ITS SUBSIDIARIES AND AFFILIATES (“AYMARA,” “WE,” “OUR”, OR “US”). THIS AGREEMENT CONTAINS LIMITATIONS ON AYMARA’S LIABILITY TO YOU. PLEASE READ THIS AGREEMENT CAREFULLY. BY CONTINUING TO USE THE SDK., DISTRIBUTED SOFTWARE, WEBSITES, MOBILE WEBSITES, OR MOBILE APPLICATIONS CONTROLLED BY AYMARA AND LINKED, RELATED OR OTHERWISE CONNECTED THERETO, INCLUDING AYMARA.AI (COLLECTIVELY THE “SITE”), YOU REPRESENT AND WARRANT THAT YOU HAVE THE FULL AUTHORITY TO ACCEPT THIS AGREEMENT ON BEHALF OF THE CUSTOMER, AND DO SO INTENDING THAT YOU WILL BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS OF USE (THE “CUSTOMER TERMS”). 

1. SERVICE TERMS 

1.1 General.  Through connection to and use of the Site, Aymara provides tests and analysis of Customer’s software, including its inputs and resulting outputs in connection with LLM engines to evaluate and assess the use of Customer’s prompts and software for purposes of safety and alignment (the “Services”). To receive the Services, Customer and Aymara will execute order forms to these Customer Terms, which order forms may be executed by the parties in writing, or by Customer enrollment on the Site (each an “Order”). Aymara reserves the right to modify the Site and the Services at any time in its sole discretion. All Orders are subject to the provisions of these Customer Terms. 

1.2 Changes. We may change these Customer Terms at any time, and all such changes are effective immediately upon notice, which we may give by any means, including, but not limited to, by posting a revised version of these Customer Terms or other notice on the Site. You should view these Customer Terms often to stay informed of changes that may affect you. Your use of the Services constitutes your continuing agreement to be bound by these Customer Terms, as they are amended from time to time. 

1.3 Privacy Policy. Information that you provide to us or that we collect about you through your access to and use of the Services is subject to Aymara’s Privacy Policy, located at [URL]  (“Privacy Policy”). We encourage you to read and become familiar with our Privacy Policy.

1.4 Prohibited Activities.

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:

  • Systematically retrieve source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Aymara Materials”) from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.

  • Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.

  • Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Aymara Materials or enforce limitations on the use of the Site and/or the Aymara Materials contained therein.  Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.

  • Use any information obtained from the Site in order to harass, abuse, or harm another person. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.

  • Make improper use of our support services or submit false reports of abuse or misconduct.

  • Use the Site in a manner inconsistent with any applicable laws or regulations.

  • Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.

  • Delete the copyright or other proprietary rights notice from any Aymara Materials.

  • Attempt to impersonate another user or person or use the username of another user.

  • Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.

  • Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.

  • Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.

  • Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Aymara Materials for any revenue-generating endeavor or commercial enterprise.

  • Sell or otherwise transfer your profile.

 

2. CONTENT, AYMARA MATERIALS & INTELLECTUAL PROPERTY

2.1 Customer Content. In order for Aymara to provide the Services, Customer agrees to provide the selected inputs, content and related data collected through the Aymara API (collectively, the “Company Content”). 

2.2 License to Customer Content. By providing Company Content, you grant, and you represent and warrant that you have the right to grant, to Aymara an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, alter, translate, excerpt (in whole or in part) and distribute such Company Content in connection with Aymara providing the Services or improving the Services, to prepare derivative works of, or incorporate into other works, such Company Content, and to grant and authorize sublicenses of the foregoing. You further represent that you are authorized to disclose all of the Company Content to Aymara to provide the Services. You are fully responsible for any Company Content you provide or that you authorize to be collected and for ensuring the Company Content is complete and appropriate for use in the Services. For the avoidance of doubt, Company Content is not Confidential Information as defined in Section 4 of these Customer Terms.

2.3 Changes to Site and Services. For the avoidance of doubt, Aymara reserves the right to modify or remove the features and functions of the Site and Services at any time at Aymara’s sole discretion. Further, Aymara reserves the right to collect and process information regarding usage of the Site for the purpose of improving the Site and the Services. 

 

3. TERM AND TERMINATION, FEES AND PAYMENT 

3.1 Term and Termination. These Customer Terms shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE CUSTOMER TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICE TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE CUSTOMER TERMS OR OF ANY APPLICABLE LAW OR REGULATION.

3.2 Fees.  Customer agrees to pay Aymara all fees related to Aymara’s provision of Services in accordance with the terms set forth in the Order (the “Fees”).

3.3 Late Payment and Collection. Aymara may assess a late payment charge at the greater of one and a half percent (1.5%) or the maximum rate permitted by the law in the event of Customer’s uncured payment default. In addition to the foregoing, Aymara reserves the right to terminate or suspend these Company Terms, the Order(s), and all licenses to use the Services if any undisputed Fees remain unpaid after the due date or if any disputes regarding Fees remain unresolved for longer than thirty (30) days.  Customer agrees to pay Aymara’s reasonable costs of collection of any late payments, including attorneys’ fees. 

3.4 Taxes. Fees are quoted inclusive of any Taxes (defined below). Customer is responsible for all sales, use, value added, withholding, and any other similar taxes imposed by federal, state, local, or foreign governmental entities on the transactions contemplated by these Customer Terms (“Taxes”), excluding taxes based solely upon Aymara's net income, even if Aymara did not collect and remit such Taxes on Customer's behalf. Taxes are estimated based on the laws and regulations of the governing taxing authority(ies). In the event that Aymara is required at any time to pay any such Taxes, which have not been previously collected by Aymara, the Customer shall promptly reimburse Aymara. If Aymara is assessed fines, penalties or payments for non-payment of Taxes, then Aymara will be entitled to full reimbursement from Customer for all such amounts as well as any expenses incurred by Aymara in attempting to mitigate the amounts due and owing. All reimbursements referred to under this section shall be made within thirty (30) days of being provided such notice by Aymara.

3.5 Termination of Orders. In the event (a) Customer fails to comply with these Customer Terms, or the Privacy Policy, or (b) Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, Aymara may immediately suspend or terminate  access and any outstanding Orders. In such case, the Fees received from Customer shall be non-refundable. Such early termination shall not relieve Customer from any unpaid payment obligation hereunder. For the avoidance of any doubt, any and all disputes relative to the Order are governed by the applicable provisions as stated in these Customer Terms.

3.6 Following Termination.  After the termination or expiration of the Order or of Customer’s use of the Services, Aymara will retain all respective rights, including all intellectual property rights, proprietary rights, and licenses retained in the Customer Terms, and the limitations upon Customer’s use and treatment of the Services will remain in full force.

 

4. CONFIDENTIALITY

4.1 General. “Confidential Information” means any and all written information, data or material, that is disclosed or otherwise made available by a party or any of its affiliates (“Disclosing Party”) to the other party or any of its affiliates (“Receiving Party”) in connection with the activities contemplated under the Agreement and Order(s) and is designated and labeled as either “Confidential” or “Proprietary” when disclosed. Confidential Information will not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) is Company Content; (c) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party and without an obligation of confidentiality; (d) was independently developed by the Receiving Party without the use of or reference to the Confidential Information of the Disclosing Party; or (e) is lawfully received from a third-party without breach of any obligation owed to the Disclosing Party and without an obligation of confidentiality. The terms in these Customer Terms and the Order(s), but not the fact that Customer has entered into an agreement with Aymara, are Confidential Information.

4.2 Restrictions. The Receiving Party shall not use or disclose the Disclosing Party’s Confidential Information, except (a) as permitted herein or as otherwise reasonably necessary to perform its obligations or obtain the Services provided under these Customer Terms and applicable Order, and (b) for disclosures to its affiliates and to its and their authorized agents, personnel, contractors, legal counsel, accountants, representatives and advisors, under obligations of confidentiality at least as stringent as those set forth herein, who need to know such Confidential Information in order to perform or advise on behalf of such Receiving Party.

4.3 Disclosures. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure, to the extent legally permitted, and reasonable assistance, at Disclosing Party's cost, if the Disclosing Party wishes to contest or otherwise limit the disclosure.

4.4 Remedies. The Parties acknowledge that if a party breaches the confidentiality protections hereunder, the non-breaching party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

 

5. DISCLAIMERS

5.1 Aymara makes no guarantees as to the results or level of success a Customer may achieve by use of the Services. Aymara further makes no uptime guarantee that the Services will be accessible for the entire term due to computer/server outages, software failure and other technical and non-technical issues that may cause temporary outages.  Customer shall not be entitled to any refund, rebate or retribution for Services that Customer determines to be unsuccessful.

5.2 Aymara uses a variety of security measures to secure and protect information transmitted to and from the Site. Nevertheless, Aymara cannot and does not guarantee that any such transmissions are or will be totally secure. Customer is responsible for maintaining the confidentiality of any information about Customer, including any username and any password used in connection with its use of the Services. Aymara will not be liable for any loss or damage arising from the unauthorized use of Customer’s username or password. Customer represents that it shall take commercially reasonable measures to prevent the transmission of content to Aymara or through Aymara Services that may contain malware, trojans, or similarly dangerous or malicious code.  

5.3 In no event will Aymara, its affiliates, or its and their contractors, suppliers, content-providers, and other similar entities, and the officers, directors, managers, members, employees, representatives, and agents of each of the foregoing (collectively, “Contractors”), be liable to Customer or any third-party for any losses or damages, alleged under any legal theory, arising out of or in connection with: (a) Customer’s use of, or reliance on, the Services in a way not contemplated by these Customer Terms; (b) the defamatory, offensive, or illegal conduct of other users of the Services or of third parties; or (c) Customer’s negligence or willful misconduct.

5.4 Aymara is not responsible, and disclaims all liability for, the use of Customer Content or assessments thereof provided in connection with the Services. Customer bears the sole responsibility for ensuring compliance with applicable laws, in connection with its Customer Content. 

5.5 THE USE OF THE SERVICES PROVIDED BY AYMARA UNDER THESE CUSTOMER TERMS IS SOLELY AT CUSTOMER’S OWN RISK. ACCORDINGLY, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED, TO THE FULLEST EXTENT PERMITTED BY LAW. SPECIFICALLY, AYMARA AND CONTENT-PROVIDERS DO NOT WARRANT THAT THE USE OF THE SERVICES OR THE SITE: (A) WILL BE UNINTERRUPTED OR ERROR-FREE; (B) WILL ALLOW CUSTOMER TO OBTAIN ANY PARTICULAR RESULTS; (C) ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, RELIABLE, OR OF ANY PARTICULAR VALUE OR QUALITY; (D) THAT ANY DEFECTS  WILL BE CORRECTED; OR (E) WILL BE FREE OF VIRUSES OR OTHER DISABLING DEVICES OR HARMFUL COMPONENTS.  FOR THE AVOIDANCE OF DOUBT, NOTHING HEREIN SHALL ENTITLE CUSTOMER TO ANY REFUND, REBATE OR RETRIBUTION FOR SERVICES THAT CUSTOMER DETERMINES TO BE UNSUCCESSFUL.

 

6. LIMITATION OF LIABILITY

 6.1 Disclaimers. Under no circumstances will Aymara or our Contractors be liable to Customer or to any third party for any indirect, consequential, incidental, punitive, special, or similar damages or costs (including, but not limited to, lost profits or data, loss of goodwill, loss of or damage to property, loss of use, business interruption, and claims of third parties) arising out of or in connection with these Customer Terms or the use of the Services, or the transmission of information to or from the Site over the Internet, even if we were advised, knew, or should have known of the possibility of such damages or costs. In a jurisdiction that does not allow the exclusion or limitation of liability for certain damages, the liability of Aymara and the Contractors will be limited in accordance with these Customer Terms to the extent permitted by law.

 6.2 Cap on Liability. Without limiting any of the foregoing, if Aymara or any of the Contractors are found liable to Customer or to any third party as a result of any claims or other matters arising under or in connection with these Customer Terms, or the use of the Services, or Site, the maximum liability for all such claims and other matters will not exceed the Fees paid by Customer to Aymara in the twelve (12) months preceding the claim under the Order giving rise to the liability.

 

7. INDEMNIFICATION

 You agree to defend and indemnify Aymara, and our officers, directors, managers, members, employees, representatives, agents, successors, and assigns, against all claims, demands, suits, or other proceedings, and all resulting loss, damage, liability, cost, and expense (including reasonable attorneys’ fees), made by any third party arising out of: (a) the Company Content; (b) your violation of these Customer Terms; (c) your violation of laws; (d) your violation of any rights of any third party; (e) any unauthorized use of a username, password, or account number; and (f) for any unlawful or malicious content, including code, transmitted by Customer through the Services. We reserve, and you grant to us, the right to assume the exclusive defense and control of any matter subject to indemnification by you.

 

8. GOVERNING LAW

 These Customer Terms and your use of the Site are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. The Convention on Contracts for the International Sale of Goods shall not apply to the Agreement, except that the arbitration clause and any arbitration hereunder shall be governed by the Federal Arbitration Act, Chapters 1 and 2.

 

9. DISPUTE RESOLUTION

 Any controversy or claim arising out of or relating to these Customer Terms or the breach thereof shall be settled by arbitration, administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and as governed by the Federal Arbitration Act.  Judgment on the award rendered by the arbitrator shall be binding and may be entered in any court having jurisdiction thereof.  Such arbitration shall be conducted, in English in San Francisco, California by one arbitrator selected in accordance with AAA rules.  Notwithstanding the foregoing, both Parties acknowledge that certain violations of this Agreement could result in irreparable injury and damages to the other party that are difficult to measure.  Therefore, either party may seek temporary or preliminary injunctive relief (in any court of competent jurisdiction) pending the outcome of arbitration, the seeking or obtaining of which relief shall not be deemed to be a waiver of such party’s right to arbitrate and shall be in addition to all arbitration rights of such party.  A demand for arbitration shall be made within a reasonable time after the claim, dispute, or controversy has arisen and in no event shall the demand for arbitration be made after the date when the institution of legal or equitable proceedings based on such claim, dispute, or other matter in controversy would be barred by the applicable statute of limitations.  The arbitrator may in the arbitrator’s discretion award costs and fees (including attorney’s fees) to the prevailing party. 


10. FORCE MAJEURE

Any delay or failure of Aymara to deliver the Services under these Customer Terms will be excused to the extent that the delay or failure was caused by an event beyond its reasonable control, without its fault or negligence and that by its nature could not reasonably have been foreseen or, if it could reasonably have been foreseen, was not reasonably avoidable (which events may include natural disasters, epidemics, pandemics, quarantines, embargoes, explosions, riots, government action, wars, acts of terrorism or acts of God) (each, a “Force Majeure Event”). If Aymara believes that it may not be able to deliver any Services due to a Force Majeure Event, it (a) shall give Customer prompt written notice and (b) may, at its option, provide to Customer replacement Services or services for any Services that may not be delivered to Customer during the Force Majeure Event. Aymara shall use commercially reasonable efforts to ensure that the effects of any Force Majeure Event are minimized and resume full performance under these Customer Terms.

11. MISCELLANEOUS

11.1 Entire Agreement. These Customer Terms and the Privacy Policy, (as each may be revised and amended from time to time) and applicable Order(s) collectively constitute the entire agreement with respect to your access to and use of the Services. Our electronically or otherwise properly stored copy of these Customer Terms will be deemed to be the true, complete, valid, authentic, and enforceable copy, and you agree that you will not contest the admissibility or enforceability of our copy of these Customer Terms in connection with any action or proceeding arising out of or relating to these Customer Terms.

 11.2 Survival. Any provisions of these Customer Terms that are reasonably inferable to have been intended to survive termination (including, but not limited to, any provisions regarding limitation of our liability or indemnification) will continue in effect beyond any such termination of access to the Services.

 11.3 No Third Party Beneficiaries; Assignment, Waiver. These Customer Terms do not and are not intended to confer any rights or remedies on any person or entity other than the parties. We may assign our rights and duties under these Customer Terms at any time to any third party without notice. You may not assign these Customer Terms without our prior written consent, which shall not be unreasonably withheld.  Our waiver of any breach of these Customer Terms will not be a waiver of any preceding or subsequent breach thereof.

 11.4 Interpretation. If any provision of these Customer Terms is held to be invalid or unenforceable, that provision will be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Customer Terms will remain in effect. If such modification is not permitted under law, that provision will be struck and will not affect the validity and enforceability of any remaining provisions. However, any clauses so struck shall serve as evidence of the intent of the parties in entering into these Customer Terms and this intent shall inform the interpretation of the remaining portions of these Customer Terms. 

 11.5 General. Aymara is based in the United States. As such, any information made available to Aymara may be transferred to and processed in jurisdictions including the United States. Possible evidence of use of the Services for illegal purposes may be provided to law enforcement authorities. Aymara reserves the right to terminate or suspend any account that violates these Terms or any applicable law.