Last updated Nov 3, 2026
This Master Services Agreement (the “Agreement”) is between Inferact, Inc., a Delaware corporation with its principal place of business at 660 Market Street, 5th Floor, San Francisco, CA 94104 (“Inferact”), and the customer named in the applicable Order Form (“Customer”). Inferact and Customer are each a “Party” and together the “Parties.” If you accept this Agreement for your employer or another entity, that entity is the Customer, and you represent and warrant that you have read and understand this Agreement, have full legal authority to bind that entity, and agree to this Agreement on its behalf. The Services are for business use only. Customer must be a business entity or an individual acting for a business, not a consumer.
- Definitions
- “Account Data” means information about Customer, its Users, and its personnel that Inferact collects to set up and administer Customer’s account, provide support, bill and collect Fees, communicate with Customer, market its services, secure the Services, or comply with law, such as names, email addresses, login credentials, and billing and payment information.
- “Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than 50% of the voting interests of the entity. Contractors, outsourcers, and agents of a Party are not its Affiliates.
- “AI Model” means a third-party artificial intelligence model, including its model weights, that Inferact licenses from a third party (including under an open source or similar license) and makes available through the Services, including any AI Model identified in an Order Form.
- “Applicable Endpoint” means the API endpoint, endpoint URL, identifier, or other technical access point identified in the applicable Order Form through which Customer may call an AI Model using the Services.
- “Applicable Law” means all laws, regulations, rules, regulatory requirements, and legally binding government orders that apply to a Party, the Services, the AI Models, or the performance of this Agreement.
- “Confidential Information” means information a Party (the “Disclosing Party”) discloses to the other Party (the “Receiving Party”) that is marked or otherwise designated as confidential or proprietary, or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information does not include information that (a) is generally available to the public, including as Open Source Materials, through no fault of the Receiving Party; (b) the Receiving Party properly knew, without restriction, before disclosure; (c) the Receiving Party properly received, without restriction, from another person with the legal authority to disclose it; (d) the Receiving Party independently develops without use of or reference to the Disclosing Party’s Confidential Information; or (e) is Personal Data.
- “Customer Materials” means the prompts, inputs, files, and other content that Customer or anyone acting for Customer, including its Users and End Users, submits to the Services for processing, the outputs the Services generate from them, and any Customer Model. Customer Materials do not include Account Data, AI Models, or Open Source Materials other than a Customer Model.
- “Customer Model” means an artificial intelligence model that Customer provides for deployment or use through the Services.
- “Documentation” means the usage documentation and technical materials for the Services that Inferact generally makes available to its customers, as updated from time to time.
- “Effective Date” means the date of the first Order Form between the Parties.
- “End User” means any third party, other than a User, to whom Customer gives access to or use of any Inferact product or service, directly or indirectly, including through Customer’s own products or services.
- “Fees” means the fees for the Services and any Professional Services stated in an Order Form.
- “Inferact Platform” means the inference platform Inferact operates to deploy and run artificial intelligence models and process inference traffic across a variety of underlying hardware, including, for a BYOC Deployment, the Hosted Software and the Installed Software (each as defined in Schedule 1 (BYOC Deployments)) and all updates, upgrades, patches, and bug fixes to them that Inferact makes available.
- “Intellectual Property Rights” means all copyrights, trade secrets, patent rights (including patent applications and disclosures), trademarks, service marks, moral rights, know-how, and other intellectual property rights recognized in any jurisdiction.
- “Open Source Materials” means software, AI models, model weights, code, and other materials made available under an open source, source-available, or similar public license.
- “Order Form” means an ordering document or online order between the Parties, or an online ordering flow Customer completes, that references this Agreement and states the Services Customer is buying, their pricing (including overage pricing), and the Service Term.
- “Personal Data” means Customer Materials that are “personal data,” “personal information,” “personally identifiable information,” or a similar term under Applicable Law and that Inferact processes on Customer’s behalf in providing the Services. Personal Data does not include Account Data or System Data.
- “Professional Services” means training, migration, and other professional services related to the Services that Inferact provides under an Order Form that references this Agreement and that both Parties sign.
- “Services” means access to the Inferact Platform and the related services specified in an Order Form, which may include compute or token processing capacity, storage, network connectivity, infrastructure, and related services provided by or on behalf of Inferact.
- “System Data” means data Inferact generates or collects about the operation, performance, availability, usage, integrity, or security of the Inferact Platform or the Services, including logs, statistics, metrics, telemetry, and other metadata, but not Customer Materials.
- “User” means an employee or contractor of Customer whom Customer permits to access or use the Inferact Platform on its behalf.
- Inferact Platform and Services
- Provision of Inferact Platform. Subject to this Agreement and any usage or capacity limits in the applicable Order Form, Inferact will make the Services specified in the Order Form available to Customer and grants Customer a non-exclusive right during the Service Term to access and use the Inferact Platform for its business purposes, including providing its own products and services to its End Users as section 4.3 (Technology Restrictions) permits, solely with the AI Models made available to Customer through the Services or identified in the applicable Order Form and any Customer Models the Order Form identifies.
- Users and Account Security. Customer may permit Users to use the Inferact Platform on its behalf and is responsible for provisioning and managing User accounts, for its Users’ actions, and for their compliance with this Agreement. Customer will maintain reasonable and appropriate security for its account credentials, will not share, distribute, or permit unauthorized use of its account credentials or its Users’ login credentials, except with Users, will use commercially reasonable efforts to prevent unauthorized access to or use of the Inferact Platform, and will promptly notify Inferact after becoming aware of any unauthorized access to, use of, or other compromise of its account, its credentials, or the Inferact Platform, or of any other known or suspected security breach or misuse. Customer is responsible for all activity through its account or credentials, except to the extent it results from Inferact’s breach of this Agreement.
- Third Party Terms. An AI Model may be subject to license terms, acceptable use policies, or other terms that its provider or licensor imposes and that Inferact identifies or otherwise makes available in connection with that AI Model (“Third Party Terms”). Customer will comply with all applicable Third Party Terms in connection with its use of an AI Model.
- Data Processing Addendum. To the extent Customer Materials include Personal Data that Inferact processes for Customer in performing the Services, the Parties will comply with their obligations under the Data Processing Addendum at https://www.inferact.ai/dpa (the “DPA”), which is incorporated into and forms part of this Agreement. Inferact processes Account Data under its privacy policy at https://www.inferact.ai/privacy-policy, and not under the DPA.
- Professional Services. Inferact will perform any Professional Services described in an Order Form, which may set additional terms or milestones. Customer will cooperate with Inferact and give it timely access to the Customer Materials and other information Inferact reasonably requests for the Professional Services, and Inferact will use them only to provide the Professional Services. Customer may use code and other deliverables from the Professional Services only in connection with its authorized use of the Inferact Platform under this Agreement.
- Right to Modify the Inferact Platform. Inferact may modify or update the Inferact Platform or the Services from time to time without liability to Customer, but only if the changes do not materially decrease the overall functionality of the Services purchased under any active Order Form. Despite the preceding sentence, Inferact may add, remove, replace, modify, suspend, or discontinue any AI Model or Applicable Endpoint, or support for any Customer Model, at any time, including because of changes in third-party availability, Third Party Terms, Applicable Law, security requirements, or technical considerations. Inferact may also modify the Inferact Platform and the Services to add features, implement new protocols, maintain compatibility with emerging standards, or comply with regulatory requirements. This section does not limit Inferact’s rights under sections 2.7 (Suspension), 8.5 (Ongoing Notification and Cooperation), 9.1 (Compliance), and 10.1 (Inferact Indemnity).
- Suspension. During the Service Term, and without limiting its other rights under this Agreement, Inferact may suspend, interrupt, terminate, reduce, throttle, degrade, or otherwise impair the Services, or terminate Customer’s or any User’s access to the Inferact Platform, (a) to enforce any usage or capacity limits in an Order Form; (b) if Customer fails to pay any amount when due and does not cure within 5 days after written notice; (c) to comply with Applicable Law or a government request; (d) to investigate, report, or mitigate any suspected unlawful activity, security threat, breach of this Agreement, or use of the Services that may expose Inferact or a third party to liability or that adversely impacts the availability, performance, or security of the Inferact Platform or the Services; (e) during a Force Majeure Event; or (f) if a supplier of compute, AI Models, or other inputs to the Services suspends or restricts Inferact’s access, or asks Inferact to suspend Customer, because of Customer’s use. In the cases in clauses (c) through (f), Inferact will use commercially reasonable efforts, where reasonably practical and legally permitted, to give Customer notice and to minimize the duration and impact of the suspension.
- Affiliates. If Inferact agrees, a Customer Affiliate may enter into an Order Form, and this Agreement then applies to that Order Form. For that Order Form, the Affiliate becomes a Party to this Agreement and references to Customer mean that Affiliate. Each Order Form is a separate obligation of the Customer entity that enters into it, and no other Customer entity has any liability or obligation under it. Even so, Customer is jointly and severally liable with each Affiliate for the Affiliate’s compliance with this Agreement and its Order Forms, including payment, and will promptly remedy, or cause to be remedied, any breach by that Affiliate.
- Account Information and Verification. Customer will give Inferact the accurate information it reasonably requests to open and maintain Customer’s account, including Customer’s ownership and intended use of the Services, and will keep that information current. Inferact may verify it, screen Customer and its owners under section 8 (Geographic Restrictions; Sanctions and Export Controls), and share it with screening providers and government authorities for that purpose despite section 5 (Confidentiality). Inferact may decline to open, or may suspend or close, Customer’s account, which terminates the affected Order Forms, if Customer does not provide accurate information or if screening raises concerns.
- Customer Responsibilities
- Equipment, Cooperation, and Customer Materials. Customer is solely responsible for obtaining and maintaining the equipment, software, and ancillary services it needs to access or use the Services, including hardware, operating systems, networking, and internet connectivity, and Inferact has no liability, including under any service level agreement, for Customer’s failure to maintain them. Inferact’s provision of the Services and Professional Services depends on Customer providing all reasonably required cooperation, including prompt access to Customer’s systems, personnel, and materials, timely approvals and decisions, and any access specified in the Order Form, and Customer will provide that cooperation diligently and on time. Despite anything else in this Agreement, Inferact is not liable for any delay or failure to perform to the extent it results from Customer’s failure to perform its obligations, including any failure to obtain required consents or to provide approvals, access, or responses on time, or from any inaccuracy in information or data provided by or for Customer. As between the Parties, Customer is responsible for the content and accuracy of Customer Materials and any other information Customer provides.
- High-Risk Activities and Prohibited Uses. The Inferact Platform and the Services are not designed for high-risk environments requiring fail-safe performance, such as nuclear facilities, aircraft navigation, or weapons systems. Customer will not use them in those environments, or (a) to generate or distribute child sexual abuse material, malware, or content that incites violence or terrorism; (b) to defraud, harass, or spam anyone, operate malicious bots, or mine cryptocurrency; (c) to probe or test the vulnerability of the Services or their infrastructure; (d) for any practice prohibited by Article 5 of the EU Artificial Intelligence Act, wherever Customer is located; or (e) to process protected health information subject to HIPAA without a signed business associate agreement.
- Proprietary Rights
- Ownership. As between the Parties, Inferact exclusively owns all right, title, and interest in the Inferact Platform, the Services, Professional Services deliverables, System Data, and Inferact’s Confidential Information. Customer retains whatever right, title, and interest it has in the Customer Materials, but acquires no ownership interest under this Agreement in any Open Source Materials included in them. Subject to this Agreement, Inferact grants Customer a non-exclusive, non-sublicensable license to use Professional Services deliverables solely as part of its permitted use of the Services. AI Models are third-party technology, are not part of the Inferact Platform, and are not owned or controlled by Inferact. This Agreement grants Customer no rights in an AI Model except as needed to access and use it through the Services during the Service Term, subject to any Third Party Terms.
- Limited Technical License. Solely as needed to perform the Services and Professional Services for Customer, Customer grants Inferact a limited, non-exclusive, non-transferable, revocable right, sublicensable only to Inferact’s third-party vendors and suppliers as needed to deliver the Services, to process Customer Materials, including Customer’s inference inputs and outputs, through the Services during the Service Term.
- Technology Restrictions.
- Customer will not, and will not permit or authorize any third party to, do any of the following relating to the Inferact Platform or the Services: (i) copy, modify, disclose, alter, translate, or create derivative works of them; (ii) sublicense, sell, rent, lease, or distribute the Services to third parties; (iii) transfer or assign the Services to any third party, or share any account or other credentials with anyone other than its Users; (iv) offer any part of them on a timeshare or service bureau basis; (v) allow any third party to access or use them, except as this Agreement expressly permits; (vi) use them to store or transmit any viruses, software routines, or other code designed to permit anyone to gain unauthorized access to, disable, erase, or otherwise harm software, hardware, or data, or to perform any other harmful action; (vii) use them to build a competitive product or service, or to copy any of their features or functions, including the look and feel of the Inferact Platform; (viii) interfere with or disrupt their integrity, availability, security, or performance; (ix) disclose to any third party any performance information or analysis relating to them; (x) remove, alter, or obscure any proprietary notices, including copyright notices, in or on them or the Documentation; (xi) use them for any illegal or unauthorized purpose, or in violation of Applicable Law; (xii) reverse engineer, decompile, disassemble, or otherwise attempt to discover their source code, object code, or underlying structure, ideas, or algorithms, or those of any related software, documentation, or data, except to the limited extent applicable law prohibits this restriction; or (xiii) otherwise use them in a way this Agreement does not expressly permit. Despite clause (ii), Customer may incorporate calls to the Services into its own products or services that it makes available to its End Users, but will not, and will not permit any third party to, resell, sublicense, or provide standalone access to the Services, any Applicable Endpoint, or its Inferact account or credentials. Customer is responsible for all access to and use of the Services through its products, services, accounts, credentials, or Applicable Endpoints, including by its Users and its End Users, will ensure that this use complies with this Agreement, and will not permit or enable any User or End User to do anything this Agreement prohibits Customer from doing.
- AI Model Restrictions. Customer will not, and will not permit anyone else to, (i) use any AI Model or its output to build, train, distill, or improve any model, product, or service that competes with that AI Model or the Services; (ii) extract or reverse engineer any AI Model’s weights, parameters, or training data; (iii) remove any notice, attribution, or AI-generated label from an AI Model or its output; (iv) bypass or interfere with any metering, logging, telemetry, rate limit, or safety filter; (v) use any AI Model outside the Services or access the underlying hardware, except as an Order Form for a BYOC Deployment allows; or (vi) claim any ownership, joint development, or implied license in an AI Model, or use its licensor’s name or brand.
- Customer will impose these restrictions, and those in sections 3.2 (High-Risk Activities and Prohibited Uses) and 8 (Geographic Restrictions; Sanctions and Export Controls), on its End Users in a written agreement at least as protective, and will enforce them. Inferact may monitor use, set rate limits, and suspend or terminate access to any AI Model at a licensor’s request or if it suspects a breach, and Customer will suspend any End User on Inferact’s request. Inferact may share Customer’s identity, ownership, usage, and pricing with its licensors and suppliers. Customer will comply with any additional restrictions a licensor requires, starting 30 days after Inferact’s notice or sooner if the licensor requires.
- Feedback. Customer may give Inferact suggestions, comments, or other feedback about the Inferact Platform or the Services (“Feedback”). Inferact may decide in its discretion whether to act on Feedback, and has the full, unencumbered right to use, incorporate, and otherwise exploit Feedback in connection with its products and services without any obligation to compensate or reimburse Customer. All Feedback is provided “as is,” and Inferact will not publicly identify Customer as its source without Customer’s permission.
- Platform Improvement and Aggregated Statistics. Inferact may collect, retain, aggregate, and analyze data and other information that Inferact generates relating to Customer’s and its Users’ use of the Services and the processing of Customer Materials through the Inferact Platform or the Services, and may, during and after the term of this Agreement, (i) use it to provide, maintain, develop, and improve Inferact’s products and services; (ii) derive aggregated or anonymized data from it; and (iii) disclose it, but only in an aggregated or anonymized form that does not identify Customer or any individual. This section gives Inferact no right to use the underlying Customer Materials, except as section 4.2 (Limited Technical License) or Schedule 1, section 3 (Customer Environment and Security) permits, or as needed to secure the Services, prevent abuse, or comply with Applicable Law.
- No Training; Retention of Customer Materials. Inferact will not use Customer Materials to train, fine-tune, or otherwise develop any artificial intelligence model, except a model Inferact trains or fine-tunes solely for Customer at Customer’s written direction. Inferact will retain Customer Materials only as long as needed to process them and deliver the Services or Professional Services, unless Applicable Law requires longer retention or Customer directs otherwise in writing. Section 4.5 (Platform Improvement and Aggregated Statistics) does not apply to Customer Materials. If this section 4.6 conflicts with section 5 (Confidentiality) for Customer Materials, this section 4.6 controls.
- Security. Inferact will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Materials in Inferact’s possession or control.
- Confidentiality
The Receiving Party will keep Confidential Information confidential, will use it only to perform this Agreement, and will not disclose it to any third party except as this Agreement permits. The Receiving Party will protect Confidential Information with at least the care it uses for its own confidential information of similar importance, and never less than reasonable care. These obligations last for the term of this Agreement and 3 years after it ends, and for trade secrets for as long as they remain trade secrets under Applicable Law. The Receiving Party may disclose Confidential Information only to its officers, directors, Affiliates, employees, consultants, advisors, and service providers who need to know it to perform this Agreement and who are bound by confidentiality obligations, and it is responsible for any breach by them. A Party may disclose Confidential Information that a judicial or government order or proceeding legally requires it to disclose. To the extent legally permitted, that Party will give the other Party prompt prior notice, reasonably cooperate if the other Party seeks a protective order, and disclose only what is required. Inferact may also disclose the terms of this Agreement, and Customer’s Confidential Information as reasonably needed, to actual or prospective investors, acquirers, lenders, and their advisors who are bound by confidentiality obligations. When this Agreement expires or terminates, the Receiving Party will return or destroy all Confidential Information and certify that in writing, except that it may keep copies to the extent Applicable Law or its internal record retention policy requires, and need not retrieve or destroy copies in automated backup, disaster recovery, or archival systems. Retained copies remain subject to this section until they are overwritten or deleted in the Receiving Party’s ordinary retention cycle, which it will not extend to keep them.
- Fees and Payment
- Fees. Fees accrue as stated in the applicable Order Form and, unless it says otherwise, are stated and payable in U.S. dollars. If Customer’s local currency is not U.S. dollars, Customer bears all conversion costs and will pay the U.S. dollar amount Inferact invoices. Customer represents and warrants that no currency control law or regulation in its jurisdiction prevents timely payment to Inferact in U.S. dollars, and if one takes effect, Customer will notify Inferact immediately and, if Inferact instructs, deposit all amounts due into an account Inferact designates until the matter is resolved. If Customer pays by card or with prepaid credits, Customer authorizes Inferact to charge its payment method for Fees when due, and prepaid credits expire as the Order Form states. Fees paid are non-refundable except as this Agreement expressly provides.
- Payment Terms. Inferact will invoice the Fees as stated in the applicable Order Form, and Customer will pay each undisputed invoiced amount within 30 days after receiving the invoice. To dispute an amount, Customer must notify Inferact in writing within 30 days after the invoice date and describe the basis for the dispute in reasonable detail, and any amount not disputed in that way is deemed undisputed. Customer will pay all undisputed amounts on time and work with Inferact in good faith to resolve any disputed amounts. Overdue amounts not subject to a good-faith dispute accrue interest at the lesser of 1.5% per month or the highest rate the law permits, and Inferact may suspend the Services under section 2.7 (Suspension).
- Taxes. “Taxes” means taxes, levies, duties, and similar government charges imposed on or in connection with this Agreement or the Services, including VAT, GST, sales tax, and withholding, but not taxes on Inferact’s net income or profits. Unless the Order Form says otherwise, Fees exclude Taxes, and Customer is solely responsible for Taxes. Inferact will invoice any Taxes it determines it must collect, and Customer will pay them under section 6.2 (Payment Terms). If Customer must legally deduct or withhold Taxes, Customer will gross up its payment so Inferact receives the full amount that would otherwise have been due, and will promptly give Inferact official tax receipts showing payment.
- Representations and Warranties
- Mutual Warranties. Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement.
- Customer Warranties. Customer represents and warrants that (a) it has the authority and all rights needed to provide the Customer Materials, including any Customer Model, and to permit their use and processing as this Agreement contemplates; (b) it has given all required notices and obtained all rights, permissions, and consents needed to make the Customer Materials, including any information, data, or materials it provides under this Agreement, available to Inferact and to permit Inferact to use and process them as this Agreement contemplates; and (c) it will use the Services in compliance with all Applicable Laws and not for any illegal or unlawful purpose.
- Disclaimers. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. INFERACT DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR ANY AI MODEL WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT INFERACT WILL CORRECT ALL ERRORS. CUSTOMER ACKNOWLEDGES THAT INFERACT DOES NOT WARRANT THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, SAFETY, LEGALITY, OR SUITABILITY OF ANY MODEL OUTPUT. CUSTOMER ACKNOWLEDGES AND AGREES THAT AI MODELS ARE DEVELOPED, OWNED, LICENSED, OR MADE AVAILABLE BY THIRD PARTIES, INCLUDING UNDER OPEN SOURCE OR SIMILAR LICENSES, AND THAT INFERACT MAKES NO REPRESENTATION OR WARRANTY ABOUT ANY AI MODEL OR MODEL OUTPUT, INCLUDING ITS ACCURACY, RELIABILITY, AVAILABILITY, PERFORMANCE, SECURITY, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. INFERACT DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR THE DESIGN, DEVELOPMENT, TRAINING, CONTENT, OPERATION, MODIFICATION, AVAILABILITY, OR PERFORMANCE OF ANY AI MODEL, CUSTOMER MODEL, OR MODEL OUTPUT. AI MODELS MAY BE MODIFIED, SUSPENDED, DISCONTINUED, OR OTHERWISE MADE UNAVAILABLE BY THE APPLICABLE THIRD PARTY, INCLUDING WITHOUT NOTICE TO INFERACT. MODEL OUTPUTS MAY BE INACCURATE, INCOMPLETE, HARMFUL, OFFENSIVE, NON-UNIQUE, OR OTHERWISE UNSUITABLE FOR CUSTOMER’S INTENDED USE, AND CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING THEM AND DECIDING WHETHER AND HOW TO USE OR RELY ON THEM.
- Geographic Restrictions; Sanctions and Export Controls
- Sanctioned Party Representations. Customer represents that none of Customer, its subsidiaries, or their directors, officers, or employees, and to Customer’s knowledge none of their agents, (a) is organized under the laws of, ordinarily resident in, or located in a country or territory that is the subject of comprehensive sanctions under applicable law (a “Restricted Country”), or is 50% or more owned or controlled by the government of a Restricted Country; or (b) is designated on a sanctioned or restricted parties list administered by the United States or another relevant government authority, including the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, and the U.S. Department of Commerce’s Denied Persons List, Entity List, Unverified List, Military End-User List, and Military Intelligence End-User List, or is 50% or more owned or controlled, individually or in the aggregate, by persons on those lists. Each person described in clause (b) is a “Sanctioned Party.”
- Restricted Locations. Customer will not access or use the Services, and will not permit any User, Affiliate, or End User to access or use the Services, directly or indirectly, including through any intermediary, from or for persons located in a Restricted Location. “Restricted Location” means Russia, Belarus, Cuba, Iran, North Korea, Syria, the Crimea region, the Donetsk region, the Luhansk region, and any other jurisdiction Inferact designates by written notice to Customer. Customer may ask in writing, in advance, to access the Services from a Restricted Location, and Inferact may grant or reject that request in its sole discretion, subject to applicable law and on any additional terms it requires. Customer is solely responsible for implementing the technical and contractual controls needed to prevent access from Restricted Locations. Inferact may monitor access to the Services, including by IP-based location, and may block access that appears to come from a Restricted Location.
- Trade Controls Compliance. Customer will conduct its activities under this Agreement in full compliance with U.S. and other applicable export control and trade and economic sanctions laws, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and OFAC sanctions programs (together, “Trade Controls”). Customer represents and warrants, on a continuing basis, that its use of the Services does not violate any applicable export control law or regulation. Customer will not, and will ensure that its Affiliates, Users, and End Users do not, (a) directly or indirectly use any Inferact product or service for the benefit of, or provide any products or services to, any person located in a Restricted Country or any Sanctioned Party; (b) use any Inferact product or service, or provide products or services, for unauthorized end uses, including those relating to nuclear explosive devices, missiles, chemical or biological weapons, chemical weapons precursors, military intelligence, advanced-node integrated circuits, or semiconductor manufacturing equipment, unless authorized by applicable law (each an “Unauthorized End Use”); (c) use the Services to develop, process, store, or transmit export-controlled data, technology, software, or technical information without first obtaining all required government authorizations; (d) breach, circumvent, or attempt to circumvent any Sanctions in connection with the Services, or permit any person or entity that is the subject of Sanctions to access, use, or benefit from the Services; or (e) use any Inferact product or service, in any country, for any military end use, by or for any military end user, or for mass surveillance. Customer represents that it does not currently do anything described in clause (a) or (b). Customer maintains controls, appropriate to its size and risk profile, reasonably designed to ensure its compliance with Trade Controls and Sanctions. If Customer is an organization, it documents those controls in written policies and procedures. “Sanctions” means trade, economic, or financial sanctions laws, regulations, embargoes, and restrictive measures administered or enforced by the United States (including OFAC and the Bureau of Industry and Security), the United Nations Security Council, the European Union, the United Kingdom, or any other government authority with jurisdiction over Inferact or the infrastructure used to deliver the Services.
- Due Diligence. Before giving any End User access to or use of any Inferact product or service, Customer will conduct due diligence reasonably designed to (i) identify the End User and its location; (ii) identify and assess its intended end use; (iii) screen it against applicable sanctioned and restricted parties lists to confirm that it is not a Sanctioned Party and is not located in a Restricted Country or Restricted Location; and (iv) confirm that its end use is not an Unauthorized End Use. Customer will re-screen End Users and reassess end uses at reasonable intervals, and promptly after learning of any change in circumstances that may affect the Trade Controls status of an End User or end use. Customer will keep written records of its due diligence for at least 5 years after the relevant transaction or access event, and make those records available to Inferact on request for a bona fide Trade Controls inquiry.
- Ongoing Notification and Cooperation. Customer will promptly notify Inferact in writing if it learns that it, any of its Affiliates, or any of its Users has become subject to Sanctions or to an export control restriction that would affect Customer’s right to use the Services, or if any representation in this section 8 stops being true. On request, Customer will give Inferact information, including records of Customer’s due diligence, that Inferact reasonably requests to comply with Trade Controls, and will certify in writing its end uses, its End Users, and its ownership. Inferact may terminate this Agreement immediately, and that termination is deemed a termination for just cause that relieves Inferact of any obligation under this Agreement, if Customer becomes a Sanctioned Party or breaches this section 8, or if Inferact reasonably determines that its Trade Controls obligations require termination.
- Data Security Program. Customer represents, warrants, and covenants that (a) neither Customer nor any Affiliate that is party to an Order Form is a “covered person” or a “country of concern,” as those terms are defined in 28 C.F.R. Part 202; and (b) neither Customer nor any such Affiliate will provide or make accessible to Inferact any “bulk U.S. sensitive personal data” or “government-related data,” as those terms are defined in 28 C.F.R. Part 202, except as the Parties expressly agree in writing and in compliance with Applicable Law.
- Anti-Corruption and Anti-Bribery
- Compliance. Each Party represents, warrants, and covenants that (a) it and its Affiliates comply and will continue to comply with all applicable Anti-Corruption Laws; (b) it and its Affiliates maintain compliance programs reasonably designed to ensure that compliance; and (c) to its knowledge, there is no pending or threatened charge, investigation, action, or proceeding about its or its Affiliates’ compliance with Anti-Corruption Laws. “Anti-Corruption Laws” means all applicable anti-corruption, anti-bribery, anti-money laundering, and anti-terrorism laws, including the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, the Money Laundering Control Act, and laws implementing the OECD Anti-Bribery Convention. Either Party may terminate this Agreement immediately on written notice if it reasonably determines that the other Party or any of its Affiliates has violated, or is likely to violate, any Anti-Corruption Law in connection with activities under this Agreement.
- Prohibited Payments. Customer will not, and will not cause any Affiliate or third party to, give, offer, authorize, or promise anything of value, directly or indirectly, to any Government Official or other person to secure any improper or unfair advantage in obtaining or retaining business in connection with this Agreement or to improperly induce or reward favorable treatment, and will promptly notify Inferact of any request it receives to take any action that might violate Anti-Corruption Laws. “Government Official” means any director, officer, employee, or other person acting in an official, legislative, administrative, judicial, or representative capacity for any government, government department or agency, government-owned or government-controlled entity, or public international organization, including any political party, party official, or candidate, and any close family member of any of them.
- Indemnification
- Inferact Indemnity. Inferact will defend Customer against any claim, demand, suit, or proceeding made or brought by a third party (a “Claim”) alleging that the Inferact Platform, when used as this Agreement permits, infringes a U.S. patent or copyright or misappropriates a trade secret under U.S. law, and will indemnify Customer for any damages finally awarded against Customer, and any settlement Inferact approves, on that Claim. If Customer’s use of the Inferact Platform becomes, or in Inferact’s opinion is likely to become, the subject of an infringement claim, Inferact may at its option and expense (i) obtain for Customer the right to continue using it; (ii) replace or modify it so that it is non-infringing, with comparable functionality; or (iii) if neither option is reasonably practicable, terminate the affected Order Form and refund any prepaid subscription fees for the terminated part of the Service Term. Inferact has no liability or obligation for any Claim arising from or relating to (A) designs, guidelines, configurations, plans, or specifications provided by Customer; (B) use of the Services not in accordance with this Agreement; (C) modification of the Services by or for Customer; (D) any Customer Materials, Open Source Materials, or Customer’s Confidential Information; (E) Customer’s violation of Applicable Law; (F) the combination, operation, or use of the Services with products or services Inferact did not supply, where the Services would not infringe on their own; (G) Customer’s products, services, instructions, configurations, selections, or use cases; (H) any AI Model or model output, including its design, development, training, ownership, licensing, content, operation, use, or performance; (I) Customer’s use of an AI Model in violation of any applicable Third Party Terms; or (J) for a BYOC Deployment, Customer’s failure to use updates or modifications Inferact provides to avoid infringement or misappropriation. This section states Inferact’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any claim of any nature related to infringement or misappropriation of Intellectual Property Rights.
- Customer Indemnity. Customer will defend, indemnify, and hold harmless Inferact, its Affiliates, and their directors, officers, employees, and representatives from and against any Claim or proceeding, and any damages, liabilities, costs, and expenses (including reasonable attorneys’ fees), arising from or relating to (a) any matter described in clauses (A) through (G), (I), and (J) of section 10.1 (Inferact Indemnity), except a Claim arising from an AI Model or other Open Source Materials that Inferact uses to provide, or makes available through, the Services; (b) any violation of Applicable Law by Customer in connection with its use of the Services; (c) any breach of section 3.2 (High-Risk Activities and Prohibited Uses), section 4.3(b) (AI Model Restrictions), section 8 (Geographic Restrictions; Sanctions and Export Controls), or section 9 (Anti-Corruption and Anti-Bribery); or (d) use of the Inferact Platform by Customer or its Users after Customer receives notice of, or otherwise becomes aware of, any actual or threatened intellectual property infringement claim relating to the Inferact Platform. Customer will also reimburse Inferact for the reasonable costs and expenses of responding to any government investigation or proceeding, to the extent it arises from Customer’s breach of section 8 (Geographic Restrictions; Sanctions and Export Controls) or section 9 (Anti-Corruption and Anti-Bribery) or from Customer’s violation of Applicable Law in connection with its use of the Services.
- Procedure. The indemnified Party will (a) promptly notify the indemnifying Party of the claim, though a failure to notify relieves the indemnifying Party only to the extent it is materially prejudiced; (b) give the indemnifying Party sole control of the defense and settlement, except that no settlement may impose liability or an admission on the indemnified Party without its consent, which it will not unreasonably withhold; and (c) reasonably cooperate, at the indemnifying Party’s expense.
- Limitation of Liability
EXCEPT FOR CUSTOMER’S (I) PAYMENT AND INDEMNIFICATION OBLIGATIONS, (II) BREACH OF SECTION 4.3 (TECHNOLOGY RESTRICTIONS), INCLUDING SCHEDULE 1, SECTION 5 (ADDITIONAL RESTRICTIONS), OR SECTION 5 (CONFIDENTIALITY), (III) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (IV) INFRINGEMENT OR MISAPPROPRIATION OF INFERACT’S INTELLECTUAL PROPERTY RIGHTS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF USE, LOST PROFITS, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THEIR POSSIBILITY IN ADVANCE; OR (B) ANY AGGREGATE LIABILITY EXCEEDING THE AMOUNTS PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
- Term; Termination
- Service Term. This Agreement starts on the Effective Date and remains in effect while any Order Form is in effect, and, unless the Parties agree otherwise, terminates automatically when all Order Forms have expired or terminated. Each Order Form starts on the start date stated in it and continues for the term stated in it (the “Service Term”).
- Termination. Either Party may terminate the applicable Order Form on written notice if the other Party (a) materially breaches this Agreement and does not cure the breach within 30 days after written notice of it; or (b) subject to applicable law, undergoes liquidation, becomes subject to dissolution proceedings, makes an assignment of substantially all its assets for the benefit of creditors, or becomes the subject of a bankruptcy or similar proceeding that is not dismissed within 60 days. Inferact may also terminate any Order Form for convenience on 30 days’ written notice, and will then refund any prepaid Fees for the terminated part of the Service Term.
- Effect of Termination; Survival. When an Order Form terminates or expires, Customer’s right to access and use the Services under it ends immediately, Customer will pay all Fees and other amounts accrued or payable under it through the effective date of termination or expiration, and any other Order Forms remain in effect. When this Agreement terminates or expires, all rights and obligations end immediately, except that any provision that by its nature should survive termination or expiration survives, including sections 1 (Definitions), 4 (Proprietary Rights) (except the licenses granted in it), 5 (Confidentiality) (for the period stated in it), 6 (Fees and Payment), 7.3 (Disclaimers), 10 (Indemnification), 11 (Limitation of Liability), 13 (Miscellaneous), and Schedule 1 (BYOC Deployments).
- Miscellaneous
- Publicity. Inferact may refer to Customer’s name and trademarks in its marketing materials and website, but will not use them in other publicity, such as press releases, customer references, and case studies, without Customer’s prior written consent, which may be given by email.
- Assignment. Neither Party may assign or otherwise transfer this Agreement, in whole or in part, without the other Party’s prior written consent, except that either Party may assign it without consent to a successor to all or substantially all of its assets or business, whether by merger, acquisition, sale of assets, or similar transaction. Any attempted assignment, delegation, or transfer in violation of this section is void. Subject to this section, this Agreement binds the Parties and their successors and assigns.
- Amendment. Inferact may modify this Agreement in its sole discretion, at any time and for any reason. For each Order Form, modifications take effect on Customer’s next renewal, new Order Form, or other affirmative acceptance. Customer is responsible for reviewing this Agreement from time to time, and if it does not agree to a modified version of this Agreement, it may decline to enter into an Order Form to which that version would apply. Despite the preceding sentences, in some cases, such as to comply with law or as needed for new features, Inferact may make modifications effective during Customer’s current Service Term. If Customer objects to such a modification, Customer may, as its exclusive remedy, terminate the affected Order Form by written notice to Inferact within 30 days after Inferact gives notice of the modification, and Inferact will refund any prepaid subscription fees for the terminated part of the Service Term. Except as this section states, an amendment to this Agreement, or a waiver of any right under it, is effective only if both Parties agree to it in writing.
- No Waiver. A Party’s waiver of any breach or default does not waive any earlier or later breach or default, applies only to the specific provision and circumstances for which it is given, and does not apply to any repeated or continuing violation. A Party’s failure or delay in enforcing any provision does not waive its right to enforce that or any other provision later.
- Relationship. This Agreement does not create any association, partnership, agency, employment, or joint venture between the Parties, and neither Party has authority to obligate or bind the other. This Agreement gives no rights of any kind to any third party.
- Severability. If a court of competent jurisdiction finds any provision of this Agreement invalid, illegal, or unenforceable, that provision will be enforced as closely as possible to the Parties’ stated intent, and the rest of this Agreement remains in full force and effect.
- Governing Law; Venue. California law governs this Agreement, without regard to its conflict-of-laws principles. The state and federal courts located in San Francisco, California have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each Party irrevocably consents to the personal jurisdiction and venue of those courts.
- Notices. Inferact may give Customer notice under this Agreement by email to the address associated with Customer’s account, through the Services (including through Customer’s account or an in-product notification), or by other reasonable electronic means, effective when sent or made available. Customer will give notice to Inferact by email to legal@inferact.ai, effective on receipt.
- Entire Agreement. This Agreement, including Schedule 1, each Order Form, and the DPA, is the entire agreement between the Parties on its subject matter and supersedes all prior and contemporaneous proposals, statements, sales materials, presentations, and agreements, whether oral or written. No oral or written information or advice from Inferact or its agents or employees creates a warranty or expands the warranties in this Agreement. If an Order Form conflicts with the rest of this Agreement, the Order Form controls only to the extent it expressly identifies the provision of this Agreement that it is intended to supersede. Any terms in a purchase order or other document Customer issues are void and do not modify this Agreement, even if that document says otherwise.
- Force Majeure. Neither Party is in breach for any cessation, interruption, or delay in performance, other than payment obligations, caused by events beyond its reasonable control (a “Force Majeure Event”), including earthquake, flood, or other natural disaster, act of God, labor dispute, civil disturbance, terrorism, war (whether or not declared), electrical or telecommunications failure, third-party network or infrastructure failure, denial-of-service or other cyberattack not resulting from the affected Party’s breach of its security obligations under this Agreement or the DPA, and any change in or adoption of any law, regulation, judgment, or decree. The affected Party will use commercially reasonable efforts to mitigate the effects of the Force Majeure Event.
- Government Terms. The Inferact Platform, including related software and technology, is commercial computer software as defined in 48 C.F.R. § 2.101, and is provided for ultimate federal government end use solely under this Agreement. If Customer is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Inferact Platform or any related documentation, including technical data, software, and manuals, is restricted by this Agreement under 48 C.F.R. §§ 227.7201 through 227.7204 for the Department of Defense and its contractors, and 48 C.F.R. § 12.212 for all other U.S. government licensees and contractors. All other use is prohibited, and this Agreement confers no rights beyond those it states.
