No standalone resale, competing models, or service reverse engineering
Customer must not attempt or permit its applications, directors, officers, employees, agents or contractors to offer the Services as a standalone service; use Services or Output for model distillation, imitation training or similar or competing products; reverse engineer or derive underlying service code, data, ideas or algorithms; create service derivatives; or remove proprietary notices. The permitted API integration does not authorize these activities.
Supporting quotations
Customer will not do (and will not attempt to do), and will not allow Customer Applications, or any of Customer’s directors, officers, employees, agents or contractors to do, any of the following: (a) sell, lease, loan, distribute, sublicense, disclose, or otherwise offer or make the Services available as a standalone service; (b) use the Services or any Output (defined below) to perform model distillation, train a model to imitate the output of the Services, or develop (or to facilitate the development of) a similar or competing product or service; (c) reverse engineer, decompile, disassemble, or attempt to access or derive the source code or underlying data with respect to the Services, including the underlying ideas, algorithms, structure, or organization with respect to any of the foregoing; (d) modify or create derivative works of the Services; (e) remove or obscure any proprietary notices in or on the Services; (f) interfere with the operation of the Services; (g) bypass, avoid, remove, deactivate, or otherwise circumvent: (1) any access restrictions; or (2) any other software protection mechanisms in the Services, including any such mechanism used to restrict or control the functionality of any of the foregoing, or conduct any security or vulnerability test with respect to any of the foregoing; (h) transmit any viruses or other harmful materials to or through the Services; (i) take any action that risks harm to others or to the security, availability, or integrity of the Services; (j) exceed any Usage Limits; (k) access the Services other than as expressly permitted in this Agreement in accordance with the Documentation; (l) access or use the Services in a manner that violates TypeSafe’s Acceptable Use Policy (available at https://typesafe.ai/legal/acceptable-use-policy) ; or (m) access or use the Services or Output in a manner that violates any Law or third-party rights, or otherwise in violation or non-conformity with any terms or conditions of this Agreement or the Documentation.
Subject to the terms and conditions of this Agreement and Customer’s continued compliance therewith, including Customer’s compliance with the usage limits set forth in the Order (“Usage Limits”), TypeSafe grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to: (a) access and use the Services in accordance with the applicable documentation made available by TypeSafe from time to time (“Documentation”); and (b) integrate the API with one or more Customer Applications in accordance with Section 2.2 (Customer Applications).
Not stated here
The linked Acceptable Use Policy text is not supplied here; its additional restrictions cannot be described from this source.
Security & Safeguards · Restriction or exception
Security testing and bypassing controls are prohibited
Customer must not attempt or permit interference, bypassing access or software protections, security or vulnerability testing, transmitting harmful materials, or actions risking harm to others or service security, availability or integrity. It must stay within usage limits and documented access, obey the linked Acceptable Use Policy and applicable law and third-party rights. The linked policy’s additional terms are not supplied here. Violations can trigger immediate suspension; practicable advance notice and restoration after resolution are addressed in Section 6.
Supporting quotations
Customer will not do (and will not attempt to do), and will not allow Customer Applications, or any of Customer’s directors, officers, employees, agents or contractors to do, any of the following: (a) sell, lease, loan, distribute, sublicense, disclose, or otherwise offer or make the Services available as a standalone service; (b) use the Services or any Output (defined below) to perform model distillation, train a model to imitate the output of the Services, or develop (or to facilitate the development of) a similar or competing product or service; (c) reverse engineer, decompile, disassemble, or attempt to access or derive the source code or underlying data with respect to the Services, including the underlying ideas, algorithms, structure, or organization with respect to any of the foregoing; (d) modify or create derivative works of the Services; (e) remove or obscure any proprietary notices in or on the Services; (f) interfere with the operation of the Services; (g) bypass, avoid, remove, deactivate, or otherwise circumvent: (1) any access restrictions; or (2) any other software protection mechanisms in the Services, including any such mechanism used to restrict or control the functionality of any of the foregoing, or conduct any security or vulnerability test with respect to any of the foregoing; (h) transmit any viruses or other harmful materials to or through the Services; (i) take any action that risks harm to others or to the security, availability, or integrity of the Services; (j) exceed any Usage Limits; (k) access the Services other than as expressly permitted in this Agreement in accordance with the Documentation; (l) access or use the Services in a manner that violates TypeSafe’s Acceptable Use Policy (available at https://typesafe.ai/legal/acceptable-use-policy) ; or (m) access or use the Services or Output in a manner that violates any Law or third-party rights, or otherwise in violation or non-conformity with any terms or conditions of this Agreement or the Documentation.
TypeSafe may immediately suspend Customer’s access to any or all of the Services if: (a) Customer breaches or otherwise violates Section 2.3 (License Restrictions), Section 2.4 (Access Credentials; Customer Users), Section 5 (Customer Obligations), or Section 8.2(b) (Promotional Credits); (b) any payments required under this Agreement are overdue by 30 days or more; (c) changes to Laws or new Laws require that TypeSafe suspend a Service or otherwise may impose additional liability on the part of TypeSafe; or (d) Customer’s actions risk harm to any of TypeSafe’s other customers or the security, availability, or integrity of the Services or any TypeSafe systems, products, or services. Where practicable, TypeSafe will use commercially reasonable efforts to provide Customer with prior notice of the suspension (email sufficing). If the issue that led to the suspension is resolved, TypeSafe will restore Customer’s access to the Services.
Not stated here
The linked Acceptable Use Policy text is not supplied here; its additional restrictions cannot be described from this source.
Account & Service Control · Restriction or exception
Web console users must be employees or independent contractors
Access must use TypeSafe-designated mechanisms, including an API key or console username and password. Customer may enable only its employees or independent contractors to use the Web Interface, must keep each user’s credentials confidential and unshared, and must promptly report a known compromise. This console restriction is distinct from API-powered applications for end users.
Supporting quotations
Customer and its personnel may only access the Services through the mechanisms designated by TypeSafe, including an API key (in the case of the API) and a username and password (in the case of the Web Interface) (collectively, “Access Credentials”). Customer will not authorize or enable any person or entity who is not an employee or independent contractor of Customer (“Customer User”) to access or use the Web Interface. Customer will ensure that each Customer User keeps the Access Credentials confidential and does not share them with anyone else. Customer is responsible for all actions taken in connection with, or through an account associated with, Access Credentials (excluding misuse of Access Credentials caused by TypeSafe’s breach of the Agreement). Customer will promptly notify TypeSafe if it becomes aware of any compromise of any Access Credentials. TypeSafe may collect, access, view, use, disclose, transfer, transmit, store, host, or otherwise process (“Process”) the Access Credentials in connection with TypeSafe’s provision of the Services or for TypeSafe’s internal business purposes. Customer will be responsible for the acts and omissions of Customer Users in connection with this Agreement as though such acts and omissions were Customer’s own.
Account & Service Control · Restriction or exception
Customer bears account and user responsibility with a stated exception
Customer is responsible for actions connected with its access credentials, except credential misuse caused by TypeSafe’s breach of the agreement. Customer is also responsible for its Customer Users’ acts and omissions under the agreement as if they were its own.
Supporting quotations
Customer and its personnel may only access the Services through the mechanisms designated by TypeSafe, including an API key (in the case of the API) and a username and password (in the case of the Web Interface) (collectively, “Access Credentials”). Customer will not authorize or enable any person or entity who is not an employee or independent contractor of Customer (“Customer User”) to access or use the Web Interface. Customer will ensure that each Customer User keeps the Access Credentials confidential and does not share them with anyone else. Customer is responsible for all actions taken in connection with, or through an account associated with, Access Credentials (excluding misuse of Access Credentials caused by TypeSafe’s breach of the Agreement). Customer will promptly notify TypeSafe if it becomes aware of any compromise of any Access Credentials. TypeSafe may collect, access, view, use, disclose, transfer, transmit, store, host, or otherwise process (“Process”) the Access Credentials in connection with TypeSafe’s provision of the Services or for TypeSafe’s internal business purposes. Customer will be responsible for the acts and omissions of Customer Users in connection with this Agreement as though such acts and omissions were Customer’s own.
Use & Processing · Permission or license
TypeSafe may process credentials for service and internal business purposes
TypeSafe may collect, access, view, use, disclose, transfer, transmit, store, host or otherwise process access credentials in connection with providing the Services or for its internal business purposes. This permission specifically concerns credentials, not a blanket permission covering all Customer Data.
Supporting quotations
Customer and its personnel may only access the Services through the mechanisms designated by TypeSafe, including an API key (in the case of the API) and a username and password (in the case of the Web Interface) (collectively, “Access Credentials”). Customer will not authorize or enable any person or entity who is not an employee or independent contractor of Customer (“Customer User”) to access or use the Web Interface. Customer will ensure that each Customer User keeps the Access Credentials confidential and does not share them with anyone else. Customer is responsible for all actions taken in connection with, or through an account associated with, Access Credentials (excluding misuse of Access Credentials caused by TypeSafe’s breach of the Agreement). Customer will promptly notify TypeSafe if it becomes aware of any compromise of any Access Credentials. TypeSafe may collect, access, view, use, disclose, transfer, transmit, store, host, or otherwise process (“Process”) the Access Credentials in connection with TypeSafe’s provision of the Services or for TypeSafe’s internal business purposes. Customer will be responsible for the acts and omissions of Customer Users in connection with this Agreement as though such acts and omissions were Customer’s own.
Account & Service Control · Company practice
Updates can break API integration
TypeSafe may update the Services, potentially making the API incompatible with a Customer Application. It promises commercially reasonable efforts to give advance notice only for API updates it believes will materially and adversely affect integration. This is not a promise of permanent compatibility or notice for every change.
Supporting quotations
Customer acknowledges and agrees that TypeSafe may from time to time update the Services, and that such changes may result in the API’s becoming incompatible with a Customer Application. TypeSafe will use commercially reasonable efforts to provide advance notice of any updates to the API that TypeSafe believes will materially and adversely impact Customer’s ability to integrate the API with Customer Applications.
Account & Service Control · Company commitment
Support uses commercially reasonable efforts
During the Term, TypeSafe will use commercially reasonable efforts to support operation in accordance with the documentation under its standard support policies. Customer may request support by emailing support@typesafe.ai. The policies and response-time commitments are not supplied here.
Supporting quotations
During the Term, TypeSafe will use commercially reasonable efforts to support the Services in accordance with its standard support policies designed to ensure the Services operate in accordance with the applicable Documentation (“Support”). Customer may email TypeSafe at support@typesafe.ai to request Support.
Use & Processing · Permission or license
Customer grants a purpose-limited data license during the Term
Customer licenses TypeSafe to process Input from Customer, its users or end users during the Term solely to perform the agreement, including generating Output; Input and Output together are Customer Data. During the Term, Customer Data may also be processed to provide Services and calculate fees. The license is worldwide, nonexclusive, royalty-free and fully paid-up; sublicensing is allowed to service providers. Transfer is allowed under the assignment clause, including TypeSafe’s qualifying merger, reorganization, acquisition or substantially-all-assets or voting-securities transfer. Separate perpetual uses and the prior-consent restriction on model-weight training also apply.
Supporting quotations
Customer hereby grants TypeSafe a non-exclusive, worldwide, royalty-free, fully paid-up, non-sublicensable (except to service providers), non-transferable (except as set forth in Section 16.1 (Assignment)) right to use, copy, store, disclose, transmit, transfer, display, modify, create derivative works from, and otherwise Process (a) during the Term, any data, files, queries, and other materials that Customer (including Customer Users or End Users) inputs or makes available to TypeSafe, including through the Services or any Customer Application integrated therewith (collectively, “Input”) solely to perform its obligations set forth in the Agreement, including to generate outputs from the Services that are delivered to Customer (such outputs, “Output,” and, collectively with Input, “Customer Data”), (b) during the Term, any Customer Data to provide the Services and calculate Fees, and (c) in perpetuity, any Customer Data (i) to derive and generate Telemetry, (ii) to monitor for fraud and abuse of the Services, and (iii) as necessary to comply with applicable Laws. The foregoing license does not grant TypeSafe the right to, and TypeSafe will not, include Customer Data in a dataset used to train (i.e., to modify the model weights of) any artificial intelligence or machine learning models without Customer’s prior consent.
Neither Party may assign this Agreement without the prior consent of the other Party, except that TypeSafe may assign this Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its assets or voting securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns.
Use & Processing · Permission or license
Some Customer Data processing rights continue indefinitely
The license permits TypeSafe to process Customer Data in perpetuity to generate Telemetry, monitor fraud and service abuse, and comply with applicable law as necessary. Telemetry includes technical logs, hashes, summary statistics, classifications, metrics and learnings related to service use, and can be processed without restriction, including product improvement. This is broader than the during-Term service-processing permission, while the no-training-without-consent promise still applies to including Customer Data in model-weight training datasets.
Supporting quotations
Customer hereby grants TypeSafe a non-exclusive, worldwide, royalty-free, fully paid-up, non-sublicensable (except to service providers), non-transferable (except as set forth in Section 16.1 (Assignment)) right to use, copy, store, disclose, transmit, transfer, display, modify, create derivative works from, and otherwise Process (a) during the Term, any data, files, queries, and other materials that Customer (including Customer Users or End Users) inputs or makes available to TypeSafe, including through the Services or any Customer Application integrated therewith (collectively, “Input”) solely to perform its obligations set forth in the Agreement, including to generate outputs from the Services that are delivered to Customer (such outputs, “Output,” and, collectively with Input, “Customer Data”), (b) during the Term, any Customer Data to provide the Services and calculate Fees, and (c) in perpetuity, any Customer Data (i) to derive and generate Telemetry, (ii) to monitor for fraud and abuse of the Services, and (iii) as necessary to comply with applicable Laws. The foregoing license does not grant TypeSafe the right to, and TypeSafe will not, include Customer Data in a dataset used to train (i.e., to modify the model weights of) any artificial intelligence or machine learning models without Customer’s prior consent.
“Telemetry” means information generated in connection with the Services, such as technical logs, hashes, summary statistics and classifications, metrics, and learnings related to Customer’s use of the Services. TypeSafe may Process Telemetry without restriction, including to improve the Services or TypeSafe’s other products and services.
Use & Processing · Company commitment
Model-weight training on Customer Data requires prior consent
The data license does not authorize TypeSafe to include Customer Data in a dataset used to train AI or machine-learning models, defined here as modifying model weights, without Customer’s prior consent; TypeSafe also promises not to do so. This does not eliminate the expressly allowed telemetry, fraud-monitoring and legal-compliance uses or all service improvement: the separate Telemetry clause permits unrestricted processing, including improvement.
Supporting quotations
Customer hereby grants TypeSafe a non-exclusive, worldwide, royalty-free, fully paid-up, non-sublicensable (except to service providers), non-transferable (except as set forth in Section 16.1 (Assignment)) right to use, copy, store, disclose, transmit, transfer, display, modify, create derivative works from, and otherwise Process (a) during the Term, any data, files, queries, and other materials that Customer (including Customer Users or End Users) inputs or makes available to TypeSafe, including through the Services or any Customer Application integrated therewith (collectively, “Input”) solely to perform its obligations set forth in the Agreement, including to generate outputs from the Services that are delivered to Customer (such outputs, “Output,” and, collectively with Input, “Customer Data”), (b) during the Term, any Customer Data to provide the Services and calculate Fees, and (c) in perpetuity, any Customer Data (i) to derive and generate Telemetry, (ii) to monitor for fraud and abuse of the Services, and (iii) as necessary to comply with applicable Laws. The foregoing license does not grant TypeSafe the right to, and TypeSafe will not, include Customer Data in a dataset used to train (i.e., to modify the model weights of) any artificial intelligence or machine learning models without Customer’s prior consent.
“Telemetry” means information generated in connection with the Services, such as technical logs, hashes, summary statistics and classifications, metrics, and learnings related to Customer’s use of the Services. TypeSafe may Process Telemetry without restriction, including to improve the Services or TypeSafe’s other products and services.
As between Customer and TypeSafe and to the extent law permits, TypeSafe claims no Input ownership, disclaims Output ownership, and assigns Customer whatever rights it has in Output. This is not a promise that Output is unique or legally protectable: the disclaimer says others may receive identical or similar results, which are not treated as Customer’s Output. Customer’s data-processing license to TypeSafe remains in place.
Supporting quotations
As between Customer and TypeSafe and to the extent permitted by Laws, TypeSafe does not claim ownership of Input and TypeSafe disclaims ownership of Output. TypeSafe hereby assigns to Customer all of its right, title, and interest, if any, in the Output.
Customer hereby grants TypeSafe a non-exclusive, worldwide, royalty-free, fully paid-up, non-sublicensable (except to service providers), non-transferable (except as set forth in Section 16.1 (Assignment)) right to use, copy, store, disclose, transmit, transfer, display, modify, create derivative works from, and otherwise Process (a) during the Term, any data, files, queries, and other materials that Customer (including Customer Users or End Users) inputs or makes available to TypeSafe, including through the Services or any Customer Application integrated therewith (collectively, “Input”) solely to perform its obligations set forth in the Agreement, including to generate outputs from the Services that are delivered to Customer (such outputs, “Output,” and, collectively with Input, “Customer Data”), (b) during the Term, any Customer Data to provide the Services and calculate Fees, and (c) in perpetuity, any Customer Data (i) to derive and generate Telemetry, (ii) to monitor for fraud and abuse of the Services, and (iii) as necessary to comply with applicable Laws. The foregoing license does not grant TypeSafe the right to, and TypeSafe will not, include Customer Data in a dataset used to train (i.e., to modify the model weights of) any artificial intelligence or machine learning models without Customer’s prior consent.
WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES AND AGREES THAT: (I) THE SERVICES MAY PRODUCE INACCURATE OR ERRONEOUS OUTPUT; (II) CUSTOMER IS RESPONSIBLE FOR INDEPENDENTLY EVALUATING THE OUTPUT; AND (III) DUE TO THE NATURE OF THE SERVICES AND ARTIFICIAL INTELLIGENCE TECHNOLOGIES GENERALLY, OUTPUT MAY NOT BE UNIQUE AND OTHER USERS OF THE SERVICES MAY RECEIVE OUTPUT FROM THE SERVICES THAT IS SIMILAR OR IDENTICAL TO THE OUTPUT (AND, NOTWITHSTANDING ANYTHING TO THE CONTRARY, SUCH SIMILAR OR IDENTICAL OUTPUT WILL NOT BE UNDERSTOOD TO BE OUTPUT HEREUNDER).
Use & Processing · Permission or license
Telemetry can be used without restriction
Telemetry includes technical logs, hashes, summary statistics, classifications, metrics and learnings connected with Customer’s service use. TypeSafe may process it without restriction, including to improve its Services and other products. The Customer Data clause separately allows perpetual generation of telemetry but prohibits including Customer Data in model-weight training datasets without prior consent. The text does not describe telemetry as necessarily anonymous.
Supporting quotations
“Telemetry” means information generated in connection with the Services, such as technical logs, hashes, summary statistics and classifications, metrics, and learnings related to Customer’s use of the Services. TypeSafe may Process Telemetry without restriction, including to improve the Services or TypeSafe’s other products and services.
Customer hereby grants TypeSafe a non-exclusive, worldwide, royalty-free, fully paid-up, non-sublicensable (except to service providers), non-transferable (except as set forth in Section 16.1 (Assignment)) right to use, copy, store, disclose, transmit, transfer, display, modify, create derivative works from, and otherwise Process (a) during the Term, any data, files, queries, and other materials that Customer (including Customer Users or End Users) inputs or makes available to TypeSafe, including through the Services or any Customer Application integrated therewith (collectively, “Input”) solely to perform its obligations set forth in the Agreement, including to generate outputs from the Services that are delivered to Customer (such outputs, “Output,” and, collectively with Input, “Customer Data”), (b) during the Term, any Customer Data to provide the Services and calculate Fees, and (c) in perpetuity, any Customer Data (i) to derive and generate Telemetry, (ii) to monitor for fraud and abuse of the Services, and (iii) as necessary to comply with applicable Laws. The foregoing license does not grant TypeSafe the right to, and TypeSafe will not, include Customer Data in a dataset used to train (i.e., to modify the model weights of) any artificial intelligence or machine learning models without Customer’s prior consent.
Cross-references
contrast (model-proposed): Model-weight training on Customer Data requires prior consent — contrast: The consent requirement for Customer Data training coexists with unrestricted Telemetry processing for improvement and perpetual telemetry generation. These permissions concern different stated uses; neither should erase the other.
Legal Rights & Agreement Rules · Context
A separate Data Processing Agreement is incorporated
The master agreement incorporates the Data Processing Agreement at typesafe.ai/data-processing by reference. That linked agreement’s text is not supplied here, so this source alone cannot establish its additional processing requirements or protections.
The linked Data Processing Agreement text is not supplied; its additional requirements and protections cannot be determined here.
Use & Processing · Restriction or exception
Customer must supply lawful Input and necessary permissions
Customer is responsible for Input content and accuracy and for lawful service use. It represents, warrants and promises that all required disclosures and notices have been made and that necessary rights, consents and permissions have been obtained and will be maintained so TypeSafe can exercise the agreement’s rights without infringing law or third-party rights. Customer also bears responsibility for Customer Users’ and End Users’ acts and omissions under the agreement.
Supporting quotations
Customer is responsible for Input, including its content and accuracy, and will comply with Laws when using the Services. Customer represents, warrants, and covenants that it has made all disclosures, has provided all notices, and has obtained (and will maintain) all rights, consents, and permissions necessary for TypeSafe to exercise the rights granted to it in this Agreement (including the rights granted with respect to Input) without violating or infringing Laws or third-party rights. Customer is responsible for the acts and omissions of Customer Users and End Users in connection with the Agreement as though such acts and omissions were Customer’s own.
Account & Service Control · Permission or license
TypeSafe may suspend immediately for listed risks and breaches
TypeSafe may suspend some or all Services for violating license restrictions, credential rules, Customer obligations or promotional-credit rules; payments overdue at least 30 days; new or changed laws requiring suspension or potentially adding TypeSafe liability; or Customer actions risking harm to other customers or service and system security, availability or integrity. Where practicable it will use commercially reasonable efforts to notify Customer first, with email sufficient. It will restore access when the underlying issue is resolved.
Supporting quotations
TypeSafe may immediately suspend Customer’s access to any or all of the Services if: (a) Customer breaches or otherwise violates Section 2.3 (License Restrictions), Section 2.4 (Access Credentials; Customer Users), Section 5 (Customer Obligations), or Section 8.2(b) (Promotional Credits); (b) any payments required under this Agreement are overdue by 30 days or more; (c) changes to Laws or new Laws require that TypeSafe suspend a Service or otherwise may impose additional liability on the part of TypeSafe; or (d) Customer’s actions risk harm to any of TypeSafe’s other customers or the security, availability, or integrity of the Services or any TypeSafe systems, products, or services. Where practicable, TypeSafe will use commercially reasonable efforts to provide Customer with prior notice of the suspension (email sufficing). If the issue that led to the suspension is resolved, TypeSafe will restore Customer’s access to the Services.
Sharing & Disclosure · Permission or license
Enabling integrations authorizes data exchange with third parties
Third-party platforms operate under Customer’s agreement with their provider rather than this master agreement. TypeSafe disclaims control and liability for them, including security, operation, availability and interoperability. Enabling an integration authorizes TypeSafe to access and exchange Customer Data with that platform on Customer’s behalf. The third-party agreements are not supplied here.
Supporting quotations
The Services may support integration with third-party platforms, add-ons, services, or products not provided by TypeSafe (“Third-Party Platforms”). Use of any Third-Party Platforms integrated with or made available through the Services is subject to Customer’s agreement with the relevant provider and not this Agreement. TypeSafe does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Services. By enabling a Third-Party Platform to interact with the Services, Customer authorizes TypeSafe to access and exchange Customer Data with such Third-Party Platform on Customer’s behalf.
Charges & Financial Obligations · Restriction or exception
Fees default to US dollars and payment within 30 days
Fees under the Order must be paid in US dollars and are due within 30 days after the invoice date, unless the Order says otherwise. This source does not state Customer’s fee amounts or negotiated payment terms.
Supporting quotations
All fees, charges, and all other amounts due pursuant to the Order (“Fees”) will be paid in US dollars unless otherwise set forth in the Order. Unless otherwise set forth in the Order, all Fees are due within 30 days after the invoice date.
Charges & Financial Obligations · Procedure
Credits are consumed by Input and are not refundable or transferable
Customer must obtain credits to generate Output or otherwise use Services. Each Input consumes credits at a rate that can vary by account settings, including model, as indicated in the Services; the balance is viewable in the account. Credits can be purchased or issued free at TypeSafe’s discretion. They are not redeemable, refundable, transferable, currency or legal tender, and confer no personal-property right. Promotional credits are consumed before purchased credits.
Supporting quotations
In order to generate Output or otherwise use the Services, Customer must obtain TypeSafe-managed credits that are consumed by each Input submitted to the Services through Customer’s account (each, a “Credit”). Credits include Credits purchased by Customer in accordance with Section 8.2(a) (“Purchased Credit”) and Credits that TypeSafe, at its sole discretion, issues to Customer at no cost to Customer as described in Section 8.2(b) (“Promotional Credits”). The rate at which Credits are consumed may vary based on account settings, including the model used by Customer to generate Output, as may be indicated to Customer on the Services. Customer may view Customer’s current Credit balance in Customer’s account. Credits (y) are not redeemable, refundable, transferable, or legal tender or currency, and (z) do not constitute or confer upon Customer any personal property right.
TypeSafe may, but has no obligation to, issue Promotional Credits to Customer. Promotional Credits are subject to any additional terms made available to Customer by TypeSafe at the time of issuance, including terms with respect to expiration, revocation, or other limitations on Promotional Credits. If Customer has Promotional Credits, then such Promotional Credits will be consumed prior to the consumption of any of Customer’s then-available Purchased Credits. Customer will not, and will not permit any Customer User to, create more than one account for the purpose of receiving additional Promotional Credits or avoiding any restriction or obligation in this Agreement.
Charges & Financial Obligations · Restriction or exception
Purchased credits expire at term-end or after 12 months
Unless the Order provides otherwise, purchased credits expire at the earlier of the end of the Term or 12 months after purchase. The separate credit rule says credits are nonrefundable.
Supporting quotations
Unless otherwise set forth in the Order, (i) Purchased Credits expire on the earlier of (y) the end of the Term and (z) the date that is 12 months after the purchase date, and (ii) if Customer’s Credit balance reaches zero (or falls below the applicable threshold) or Customer submits Input through the Services after all Credits have been consumed, then (y) if Customer has opted in to automatic Purchased Credit refills, TypeSafe will automatically add to Customer’s Credit balance a number of Credits equal to the refill dollar amount of Purchased Credits that Customer selected at the time of the opt in, or (z) if Customer has not opted in to automatic Purchased Credit refills, TypeSafe may decline to generate Output in response to Customer’s submission of Input.
In order to generate Output or otherwise use the Services, Customer must obtain TypeSafe-managed credits that are consumed by each Input submitted to the Services through Customer’s account (each, a “Credit”). Credits include Credits purchased by Customer in accordance with Section 8.2(a) (“Purchased Credit”) and Credits that TypeSafe, at its sole discretion, issues to Customer at no cost to Customer as described in Section 8.2(b) (“Promotional Credits”). The rate at which Credits are consumed may vary based on account settings, including the model used by Customer to generate Output, as may be indicated to Customer on the Services. Customer may view Customer’s current Credit balance in Customer’s account. Credits (y) are not redeemable, refundable, transferable, or legal tender or currency, and (z) do not constitute or confer upon Customer any personal property right.
Charges & Financial Obligations · Procedure
Automatic refills require opt-in
Unless the Order says otherwise, reaching zero or a refill threshold, or submitting Input after credits run out, triggers an automatic refill only if Customer opted in. TypeSafe adds the credit amount corresponding to the dollar refill amount selected at opt-in. Without opt-in, TypeSafe may decline to generate Output after credits run out.
Supporting quotations
Unless otherwise set forth in the Order, (i) Purchased Credits expire on the earlier of (y) the end of the Term and (z) the date that is 12 months after the purchase date, and (ii) if Customer’s Credit balance reaches zero (or falls below the applicable threshold) or Customer submits Input through the Services after all Credits have been consumed, then (y) if Customer has opted in to automatic Purchased Credit refills, TypeSafe will automatically add to Customer’s Credit balance a number of Credits equal to the refill dollar amount of Purchased Credits that Customer selected at the time of the opt in, or (z) if Customer has not opted in to automatic Purchased Credit refills, TypeSafe may decline to generate Output in response to Customer’s submission of Input.
Charges & Financial Obligations · Restriction or exception
Promotional credits are discretionary and may carry extra limits
TypeSafe need not issue free credits. If issued, they carry additional terms disclosed at issuance, including expiration, revocation or other limits, and are consumed before purchased credits. Customer and its users may not create multiple accounts to obtain extra free credits or evade obligations or restrictions. The particular issuance terms are not supplied here.
Supporting quotations
TypeSafe may, but has no obligation to, issue Promotional Credits to Customer. Promotional Credits are subject to any additional terms made available to Customer by TypeSafe at the time of issuance, including terms with respect to expiration, revocation, or other limitations on Promotional Credits. If Customer has Promotional Credits, then such Promotional Credits will be consumed prior to the consumption of any of Customer’s then-available Purchased Credits. Customer will not, and will not permit any Customer User to, create more than one account for the purpose of receiving additional Promotional Credits or avoiding any restriction or obligation in this Agreement.
Charges & Financial Obligations · Restriction or exception
Overdue fees incur a capped monthly charge
Late fees are subject to a service charge of 1.5% per month or the legal maximum, whichever is lower. Separately, TypeSafe can suspend access once payment is at least 30 days overdue; where practicable it will use commercially reasonable efforts to notify Customer beforehand and restore access when the issue is resolved.
Supporting quotations
Late Fees are subject to a service charge of 1.5% per month or the maximum amount allowed by Laws, whichever is less.
TypeSafe may immediately suspend Customer’s access to any or all of the Services if: (a) Customer breaches or otherwise violates Section 2.3 (License Restrictions), Section 2.4 (Access Credentials; Customer Users), Section 5 (Customer Obligations), or Section 8.2(b) (Promotional Credits); (b) any payments required under this Agreement are overdue by 30 days or more; (c) changes to Laws or new Laws require that TypeSafe suspend a Service or otherwise may impose additional liability on the part of TypeSafe; or (d) Customer’s actions risk harm to any of TypeSafe’s other customers or the security, availability, or integrity of the Services or any TypeSafe systems, products, or services. Where practicable, TypeSafe will use commercially reasonable efforts to provide Customer with prior notice of the suspension (email sufficing). If the issue that led to the suspension is resolved, TypeSafe will restore Customer’s access to the Services.
Charges & Financial Obligations · Restriction or exception
Customer pays applicable taxes other than TypeSafe income tax
Fees exclude taxes. Customer bears applicable domestic or foreign sales, use, GST, value-added, withholding and similar taxes or levies, except TypeSafe’s income tax.
Supporting quotations
Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Fees, whether domestic or foreign, other than TypeSafe’s income tax (“Taxes”). Fees are exclusive of all Taxes.
Legal Rights & Agreement Rules · Company commitment
Services are warranted to materially match documentation
TypeSafe warrants material performance as described in its documentation. The warranty excludes Customer or Customer User misuse, issues in or caused by third-party platforms or systems, and use outside the documentation. A detailed written claim must be made within 30 days of discovering a breach during the Term. Correction, followed by possible termination and a limited refund, is the specified exclusive remedy.
Supporting quotations
TypeSafe warrants to Customer that the Services will perform materially as described in its Documentation (“Service Warranty”). The Service Warranty does not apply to: (a) issues caused by Customer’s or Customer Users’ misuse of the Services; (b) issues in or caused by Third-Party Platforms or other third-party systems; or (c) use of the Services other than in accordance with the Documentation.
If TypeSafe breaches the Service Warranty during the Term and Customer makes a reasonably detailed written warranty claim to TypeSafe within 30 days of discovering a breach of the Service Warranty, then TypeSafe will use reasonable efforts to correct the non-conformity. If TypeSafe cannot do so within 30 days of receipt of Customer’s warranty claim, either Party may terminate the Agreement without penalty and TypeSafe will then refund to Customer any pre-paid, unused Fees for the incomplete portion of the Term. This Section sets forth Customer’s exclusive remedy and TypeSafe’s entire liability for breach of the Service Warranty.
Legal Rights & Agreement Rules · User right or choice
A timely warranty claim can lead to termination and a limited refund
For a breach during the Term, Customer must submit a reasonably detailed written claim within 30 days of discovery. TypeSafe will use reasonable efforts to correct the problem. If it cannot within 30 days after receiving the claim, either party may terminate without penalty and TypeSafe will refund prepaid, unused Fees for the incomplete portion of the Term. This is Customer’s exclusive remedy and TypeSafe’s entire liability for breach of the Service Warranty; it is not a general refund right.
Supporting quotations
If TypeSafe breaches the Service Warranty during the Term and Customer makes a reasonably detailed written warranty claim to TypeSafe within 30 days of discovering a breach of the Service Warranty, then TypeSafe will use reasonable efforts to correct the non-conformity. If TypeSafe cannot do so within 30 days of receipt of Customer’s warranty claim, either Party may terminate the Agreement without penalty and TypeSafe will then refund to Customer any pre-paid, unused Fees for the incomplete portion of the Term. This Section sets forth Customer’s exclusive remedy and TypeSafe’s entire liability for breach of the Service Warranty.
TypeSafe warrants to Customer that the Services will perform materially as described in its Documentation (“Service Warranty”). The Service Warranty does not apply to: (a) issues caused by Customer’s or Customer Users’ misuse of the Services; (b) issues in or caused by Third-Party Platforms or other third-party systems; or (c) use of the Services other than in accordance with the Documentation.
Legal Rights & Agreement Rules · Restriction or exception
Most warranties are disclaimed, with the express service warranty preserved
Except for the express Service Warranty, Services and documentation are provided as is and as available. TypeSafe and its suppliers and licensors disclaim other express, implied and statutory warranties, including merchantability, fitness, title and noninfringement. TypeSafe does not promise uninterrupted or error-free service, accuracy review of Customer Data or preservation without loss. Customer may have statutory rights; required warranties are limited to the shortest legally permitted period.
Supporting quotations
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1 (SERVICE WARRANTY), THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TYPESAFE, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. TYPESAFE DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT TYPESAFE WILL REVIEW CUSTOMER DATA FOR ACCURACY, OR THAT IT WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS. TYPESAFE IS NOT LIABLE FOR DELAYS, FAILURES, OUTAGES, DECREASED FUNCTIONALITY, NON-PERFORMANCE, UNAVAILABILITY OF THE SERVICES, OR OTHER PROBLEMS: (A) INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE TYPESAFE’S CONTROL; OR (B) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED TO ANY CUSTOMER ACCESS OR USE OF ANY SERVICES IN VIOLATION OR NON-CONFORMITY WITH THIS AGREEMENT (INCLUDING SECTION 2.3 (LICENSE RESTRICTIONS) OR SECTION 2.4 (ACCESS CREDENTIALS; CUSTOMER USERS)), ANY USAGE LIMITS OR TYPESAFE ENFORCEMENT THEREOF, OR APPLICABLE LAWS. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD. WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES AND AGREES THAT: (I) THE SERVICES MAY PRODUCE INACCURATE OR ERRONEOUS OUTPUT; (II) CUSTOMER IS RESPONSIBLE FOR INDEPENDENTLY EVALUATING THE OUTPUT; AND (III) DUE TO THE NATURE OF THE SERVICES AND ARTIFICIAL INTELLIGENCE TECHNOLOGIES GENERALLY, OUTPUT MAY NOT BE UNIQUE AND OTHER USERS OF THE SERVICES MAY RECEIVE OUTPUT FROM THE SERVICES THAT IS SIMILAR OR IDENTICAL TO THE OUTPUT (AND, NOTWITHSTANDING ANYTHING TO THE CONTRARY, SUCH SIMILAR OR IDENTICAL OUTPUT WILL NOT BE UNDERSTOOD TO BE OUTPUT HEREUNDER).
TypeSafe warrants to Customer that the Services will perform materially as described in its Documentation (“Service Warranty”). The Service Warranty does not apply to: (a) issues caused by Customer’s or Customer Users’ misuse of the Services; (b) issues in or caused by Third-Party Platforms or other third-party systems; or (c) use of the Services other than in accordance with the Documentation.
Cross-references
qualifies (model-proposed): Services are warranted to materially match documentation — qualifies: The general disclaimer expressly preserves the Service Warranty while denying broader warranties and promises of uninterrupted or error-free service.
Legal Rights & Agreement Rules · Restriction or exception
Specified outages and access problems are excluded from liability
The disclaimer excludes TypeSafe liability for delays, outages, reduced functionality and other problems inherent in internet communications or outside systems, or directly or indirectly related to Customer use violating the agreement or law, usage limits or TypeSafe’s enforcement of them. This statement sits alongside the agreement’s express Service Warranty and its limited remedy.
Supporting quotations
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1 (SERVICE WARRANTY), THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TYPESAFE, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. TYPESAFE DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT TYPESAFE WILL REVIEW CUSTOMER DATA FOR ACCURACY, OR THAT IT WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS. TYPESAFE IS NOT LIABLE FOR DELAYS, FAILURES, OUTAGES, DECREASED FUNCTIONALITY, NON-PERFORMANCE, UNAVAILABILITY OF THE SERVICES, OR OTHER PROBLEMS: (A) INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE TYPESAFE’S CONTROL; OR (B) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED TO ANY CUSTOMER ACCESS OR USE OF ANY SERVICES IN VIOLATION OR NON-CONFORMITY WITH THIS AGREEMENT (INCLUDING SECTION 2.3 (LICENSE RESTRICTIONS) OR SECTION 2.4 (ACCESS CREDENTIALS; CUSTOMER USERS)), ANY USAGE LIMITS OR TYPESAFE ENFORCEMENT THEREOF, OR APPLICABLE LAWS. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD. WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES AND AGREES THAT: (I) THE SERVICES MAY PRODUCE INACCURATE OR ERRONEOUS OUTPUT; (II) CUSTOMER IS RESPONSIBLE FOR INDEPENDENTLY EVALUATING THE OUTPUT; AND (III) DUE TO THE NATURE OF THE SERVICES AND ARTIFICIAL INTELLIGENCE TECHNOLOGIES GENERALLY, OUTPUT MAY NOT BE UNIQUE AND OTHER USERS OF THE SERVICES MAY RECEIVE OUTPUT FROM THE SERVICES THAT IS SIMILAR OR IDENTICAL TO THE OUTPUT (AND, NOTWITHSTANDING ANYTHING TO THE CONTRARY, SUCH SIMILAR OR IDENTICAL OUTPUT WILL NOT BE UNDERSTOOD TO BE OUTPUT HEREUNDER).
TypeSafe warrants to Customer that the Services will perform materially as described in its Documentation (“Service Warranty”). The Service Warranty does not apply to: (a) issues caused by Customer’s or Customer Users’ misuse of the Services; (b) issues in or caused by Third-Party Platforms or other third-party systems; or (c) use of the Services other than in accordance with the Documentation.
If TypeSafe breaches the Service Warranty during the Term and Customer makes a reasonably detailed written warranty claim to TypeSafe within 30 days of discovering a breach of the Service Warranty, then TypeSafe will use reasonable efforts to correct the non-conformity. If TypeSafe cannot do so within 30 days of receipt of Customer’s warranty claim, either Party may terminate the Agreement without penalty and TypeSafe will then refund to Customer any pre-paid, unused Fees for the incomplete portion of the Term. This Section sets forth Customer’s exclusive remedy and TypeSafe’s entire liability for breach of the Service Warranty.
Content & IP Rights · Restriction or exception
Customer must evaluate Output and cannot assume uniqueness
Output may be inaccurate or erroneous, and Customer must independently evaluate it. Other users may receive similar or identical Output, and those results are not treated as Customer’s Output under this agreement. This qualifies what Customer can infer from its Output rights; the service does not promise unique or error-free results.
Supporting quotations
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1 (SERVICE WARRANTY), THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TYPESAFE, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. TYPESAFE DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT TYPESAFE WILL REVIEW CUSTOMER DATA FOR ACCURACY, OR THAT IT WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS. TYPESAFE IS NOT LIABLE FOR DELAYS, FAILURES, OUTAGES, DECREASED FUNCTIONALITY, NON-PERFORMANCE, UNAVAILABILITY OF THE SERVICES, OR OTHER PROBLEMS: (A) INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE TYPESAFE’S CONTROL; OR (B) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED TO ANY CUSTOMER ACCESS OR USE OF ANY SERVICES IN VIOLATION OR NON-CONFORMITY WITH THIS AGREEMENT (INCLUDING SECTION 2.3 (LICENSE RESTRICTIONS) OR SECTION 2.4 (ACCESS CREDENTIALS; CUSTOMER USERS)), ANY USAGE LIMITS OR TYPESAFE ENFORCEMENT THEREOF, OR APPLICABLE LAWS. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD. WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES AND AGREES THAT: (I) THE SERVICES MAY PRODUCE INACCURATE OR ERRONEOUS OUTPUT; (II) CUSTOMER IS RESPONSIBLE FOR INDEPENDENTLY EVALUATING THE OUTPUT; AND (III) DUE TO THE NATURE OF THE SERVICES AND ARTIFICIAL INTELLIGENCE TECHNOLOGIES GENERALLY, OUTPUT MAY NOT BE UNIQUE AND OTHER USERS OF THE SERVICES MAY RECEIVE OUTPUT FROM THE SERVICES THAT IS SIMILAR OR IDENTICAL TO THE OUTPUT (AND, NOTWITHSTANDING ANYTHING TO THE CONTRARY, SUCH SIMILAR OR IDENTICAL OUTPUT WILL NOT BE UNDERSTOOD TO BE OUTPUT HEREUNDER).
Cross-references
qualifies (model-proposed): TypeSafe assigns any rights it has in Output — qualifies: Assignment of TypeSafe’s rights, if any, is not a guarantee of unique or accurate Output; similar results delivered to other users are excluded from Customer’s Output.
Account & Service Control · Context
The Order sets the contract start and expiration
The agreement starts on the date specified in the Order and continues until the Order expires, unless terminated earlier under the agreement. The supplied master agreement does not establish Customer’s actual dates or an automatic renewal schedule.
Supporting quotations
This Agreement will be effective beginning on the start date specified in the Order and will remain in effect until the Order expires in accordance with its terms, unless earlier terminated pursuant to the terms of this Agreement (the “Term”).
Account & Service Control · Permission or license
Either party can terminate for uncured material breach or specified insolvency events
Either party may terminate the agreement and Order when the other fails to cure a material breach within 30 days after notice, including nonpayment or license or credential-rule violations; ceases operation without a successor; or seeks bankruptcy or comparable protection. For a proceeding brought against the other party, it must remain undismissed for 60 days. These termination cure periods do not prevent TypeSafe’s separately stated immediate-suspension rights.
Supporting quotations
Either Party may terminate this Agreement and the Order if the other Party: (a) fails to cure a material breach of this Agreement (including a failure to pay Fees, or any violation of Section 2.3 (License Restrictions) or Section 2.4 (Access Credentials; Customer Users)) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that Party and not dismissed within 60 days.
TypeSafe may immediately suspend Customer’s access to any or all of the Services if: (a) Customer breaches or otherwise violates Section 2.3 (License Restrictions), Section 2.4 (Access Credentials; Customer Users), Section 5 (Customer Obligations), or Section 8.2(b) (Promotional Credits); (b) any payments required under this Agreement are overdue by 30 days or more; (c) changes to Laws or new Laws require that TypeSafe suspend a Service or otherwise may impose additional liability on the part of TypeSafe; or (d) Customer’s actions risk harm to any of TypeSafe’s other customers or the security, availability, or integrity of the Services or any TypeSafe systems, products, or services. Where practicable, TypeSafe will use commercially reasonable efforts to provide Customer with prior notice of the suspension (email sufficing). If the issue that led to the suspension is resolved, TypeSafe will restore Customer’s access to the Services.
Charges & Financial Obligations · Restriction or exception
Service access ends on termination; specific refund remedies remain
At expiration or termination the service license ends and Customer must immediately stop using Services. The general termination clause says unused prepaid amounts need not be refunded. However, the agreement separately promises refunds of prepaid, unused Fees for the relevant remaining Term when an uncorrected Service Warranty breach leads to termination or TypeSafe terminates under its infringement-mitigation clause. Those stated remedies limit any reading of the general no-refund language as absolute.
Supporting quotations
Upon expiration or termination of this Agreement: (a) the license granted pursuant to Section 2.1 (License) will terminate; (b) Customer will immediately cease all use of the Services; and (c) TypeSafe will have no obligation to provide any compensation or refund for any prepaid amounts not consumed as of the effective date of such termination or expiration. For avoidance of doubt, both during the Term, and following the date of expiration or earlier termination of the Agreement, TypeSafe will be under no obligation to store or retain Customer Data and may delete Customer Data at any time in its sole discretion. Customer Confidential Information may be retained in TypeSafe’s standard backups notwithstanding any obligation to delete the applicable Confidential Information but will remain subject to this Agreement’s confidentiality restrictions.
If TypeSafe breaches the Service Warranty during the Term and Customer makes a reasonably detailed written warranty claim to TypeSafe within 30 days of discovering a breach of the Service Warranty, then TypeSafe will use reasonable efforts to correct the non-conformity. If TypeSafe cannot do so within 30 days of receipt of Customer’s warranty claim, either Party may terminate the Agreement without penalty and TypeSafe will then refund to Customer any pre-paid, unused Fees for the incomplete portion of the Term. This Section sets forth Customer’s exclusive remedy and TypeSafe’s entire liability for breach of the Service Warranty.
In response to an actual or potential infringement or misappropriation claim or otherwise relating to violation of intellectual property rights, if required by settlement or injunction or as TypeSafe determines necessary to avoid material liability, TypeSafe may at its option: (a) procure rights for Customer’s continued use of the Services; (b) replace or modify the allegedly infringing portion of the Services to avoid infringement or misappropriation without reducing the Services’ overall functionality; or (c) terminate the Agreement and the Order and refund to Customer any pre-paid, unused Fees for the terminated portion of the Term.
Retention & Deletion · Permission or license
TypeSafe need not retain Customer Data, even during the contract
TypeSafe has no duty to store or retain Customer Data during or after the Term and may delete it at any time in its sole discretion. Customer confidential information may remain in standard backups despite a deletion obligation, but remains subject to the agreement’s confidentiality restrictions. This is not a promise of deletion at contract-end or a guaranteed retention period.
Supporting quotations
Upon expiration or termination of this Agreement: (a) the license granted pursuant to Section 2.1 (License) will terminate; (b) Customer will immediately cease all use of the Services; and (c) TypeSafe will have no obligation to provide any compensation or refund for any prepaid amounts not consumed as of the effective date of such termination or expiration. For avoidance of doubt, both during the Term, and following the date of expiration or earlier termination of the Agreement, TypeSafe will be under no obligation to store or retain Customer Data and may delete Customer Data at any time in its sole discretion. Customer Confidential Information may be retained in TypeSafe’s standard backups notwithstanding any obligation to delete the applicable Confidential Information but will remain subject to this Agreement’s confidentiality restrictions.
Legal Rights & Agreement Rules · Context
Many obligations and rights survive contract-end
The agreement expressly continues license restrictions, Customer Data use, telemetry, Customer obligations, fees and payment, warranties and disclaimers, termination effects, survival, ownership, liability limits, indemnity, confidentiality, dispute resolution and general terms after expiration or termination. The data license itself distinguishes during-Term uses from perpetual telemetry, fraud-monitoring and legally necessary uses; survival does not erase those internal time limits. Except where a remedy is exclusive, exercising one remedy, including termination, does not limit others.
Supporting quotations
These Sections survive expiration or termination of this Agreement: 2.3 (License Restrictions), 4.1 (Use of Customer Data), 4.3 (Telemetry), 5 (Customer Obligations), 8 (Fees and Payment), 9 (Warranties and Disclaimers), 10.3 (Effect of Termination), 10.4 (Survival), 11 (Ownership), 12 (Limitations of Liability), 13 (Indemnification), 14 (Confidentiality), 15 (Dispute Resolution and Arbitration), and 16 (General Terms). Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a Party may have.
Customer hereby grants TypeSafe a non-exclusive, worldwide, royalty-free, fully paid-up, non-sublicensable (except to service providers), non-transferable (except as set forth in Section 16.1 (Assignment)) right to use, copy, store, disclose, transmit, transfer, display, modify, create derivative works from, and otherwise Process (a) during the Term, any data, files, queries, and other materials that Customer (including Customer Users or End Users) inputs or makes available to TypeSafe, including through the Services or any Customer Application integrated therewith (collectively, “Input”) solely to perform its obligations set forth in the Agreement, including to generate outputs from the Services that are delivered to Customer (such outputs, “Output,” and, collectively with Input, “Customer Data”), (b) during the Term, any Customer Data to provide the Services and calculate Fees, and (c) in perpetuity, any Customer Data (i) to derive and generate Telemetry, (ii) to monitor for fraud and abuse of the Services, and (iii) as necessary to comply with applicable Laws. The foregoing license does not grant TypeSafe the right to, and TypeSafe will not, include Customer Data in a dataset used to train (i.e., to modify the model weights of) any artificial intelligence or machine learning models without Customer’s prior consent.
Content & IP Rights · Context
Input stays with Customer; service technology stays with TypeSafe
As between the parties, Customer retains Input intellectual-property rights except as expressly provided, including the data-processing license. TypeSafe and its licensors retain rights in the Services, documentation, telemetry, technology, processes, methods and ideas, subject to Customer’s limited service license. Neither side grants unstated rights.
Supporting quotations
Neither Party grants the other any rights or licenses not expressly set out in this Agreement. Except as expressly provided in this Agreement, as between the Parties, Customer retains all intellectual property rights in its Input provided to TypeSafe hereunder. Except for the limited license granted pursuant to Section 2.1 (License), TypeSafe and its licensors retain all intellectual property rights and other rights in and to the Services, Documentation, Telemetry, and TypeSafe technology, processes, methodologies, and ideas. If Customer provides TypeSafe with feedback, bug reports, or suggestions regarding the Services or other TypeSafe technology, TypeSafe may use and exploit the feedback or suggestions without restriction or obligation.
Customer hereby grants TypeSafe a non-exclusive, worldwide, royalty-free, fully paid-up, non-sublicensable (except to service providers), non-transferable (except as set forth in Section 16.1 (Assignment)) right to use, copy, store, disclose, transmit, transfer, display, modify, create derivative works from, and otherwise Process (a) during the Term, any data, files, queries, and other materials that Customer (including Customer Users or End Users) inputs or makes available to TypeSafe, including through the Services or any Customer Application integrated therewith (collectively, “Input”) solely to perform its obligations set forth in the Agreement, including to generate outputs from the Services that are delivered to Customer (such outputs, “Output,” and, collectively with Input, “Customer Data”), (b) during the Term, any Customer Data to provide the Services and calculate Fees, and (c) in perpetuity, any Customer Data (i) to derive and generate Telemetry, (ii) to monitor for fraud and abuse of the Services, and (iii) as necessary to comply with applicable Laws. The foregoing license does not grant TypeSafe the right to, and TypeSafe will not, include Customer Data in a dataset used to train (i.e., to modify the model weights of) any artificial intelligence or machine learning models without Customer’s prior consent.
Subject to the terms and conditions of this Agreement and Customer’s continued compliance therewith, including Customer’s compliance with the usage limits set forth in the Order (“Usage Limits”), TypeSafe grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to: (a) access and use the Services in accordance with the applicable documentation made available by TypeSafe from time to time (“Documentation”); and (b) integrate the API with one or more Customer Applications in accordance with Section 2.2 (Customer Applications).
Content & IP Rights · Permission or license
Feedback can be used without restriction or obligation
If Customer provides feedback, bug reports or suggestions about Services or other TypeSafe technology, TypeSafe may use and exploit them without restriction or obligation.
Supporting quotations
Neither Party grants the other any rights or licenses not expressly set out in this Agreement. Except as expressly provided in this Agreement, as between the Parties, Customer retains all intellectual property rights in its Input provided to TypeSafe hereunder. Except for the limited license granted pursuant to Section 2.1 (License), TypeSafe and its licensors retain all intellectual property rights and other rights in and to the Services, Documentation, Telemetry, and TypeSafe technology, processes, methodologies, and ideas. If Customer provides TypeSafe with feedback, bug reports, or suggestions regarding the Services or other TypeSafe technology, TypeSafe may use and exploit the feedback or suggestions without restriction or obligation.
Legal Rights & Agreement Rules · Restriction or exception
Specified losses are excluded, subject to important carve-outs
To the fullest extent law permits, neither party nor its suppliers or licensors is liable for loss of use, data or profits, security-mechanism failures, business interruption or indirect, special, incidental, reliance or consequential damages, even after advance warning. The exclusion does not cover Customer’s unpaid fees, breaches of license restrictions, credential rules or Customer obligations, or either party’s indemnity payment duties.
Supporting quotations
EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED BELOW) AND TO THE FULLEST EXTENT PERMITTED BY LAWS, NEITHER PARTY (NOR ITS SUPPLIERS OR LICENSORS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE.
“EXCLUDED CLAIMS” MEANS: (A) CUSTOMER’S FAILURE TO PAY AMOUNTS DUE UNDER SECTION 8 (FEES AND PAYMENT); (B) CUSTOMER’S BREACH OF SECTION 2.3 (LICENSE RESTRICTIONS), SECTION 2.4 (ACCESS CREDENTIALS; CUSTOMER USERS) OR SECTION 5 (CUSTOMER OBLIGATIONS); OR (C) A PARTY’S PAYMENT OBLIGATIONS UNDER THE INDEMNITY SET FORTH IN SECTION 13 (INDEMNIFICATION).
Legal Rights & Agreement Rules · Restriction or exception
General liability is capped at the greater of 12-month fees or $50
To the fullest extent law permits, aggregate liability for each party and its suppliers and licensors is limited to the greater of $50 USD or amounts Customer paid or owes under the agreement during the 12 months before the claim arose. The cap excludes Customer’s unpaid amounts, breaches of license restrictions, credential rules or Customer obligations, and either party’s indemnity payment obligations. The exclusions therefore are not a simple equal cap on every claim against both parties.
Supporting quotations
EXCEPT FOR EXCLUDED CLAIMS, AND TO THE FULLEST EXTENT PERMITTED BY LAWS, EACH PARTY’S (AND ITS SUPPLIERS’ AND LICENSORS’) ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED IN AGGREGATE THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO TYPESAFE PURSUANT TO THIS AGREEMENT DURING THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM GIVING RISE TO THE LIABILITY AROSE UNDER THIS AGREEMENT AND (B) $50 USD.
“EXCLUDED CLAIMS” MEANS: (A) CUSTOMER’S FAILURE TO PAY AMOUNTS DUE UNDER SECTION 8 (FEES AND PAYMENT); (B) CUSTOMER’S BREACH OF SECTION 2.3 (LICENSE RESTRICTIONS), SECTION 2.4 (ACCESS CREDENTIALS; CUSTOMER USERS) OR SECTION 5 (CUSTOMER OBLIGATIONS); OR (C) A PARTY’S PAYMENT OBLIGATIONS UNDER THE INDEMNITY SET FORTH IN SECTION 13 (INDEMNIFICATION).
Legal Rights & Agreement Rules · Restriction or exception
Liability limitations apply across legal claim types
The Section 12 waivers and limits apply in contract, tort including negligence, strict liability and other forms of action, and continue even if a limited remedy fails its essential purpose. Section 12’s excluded claims remain excluded, and its limits remain subject to what law permits.
Supporting quotations
The waivers and limitations in this Section 12 (Limitations of Liability) apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED BELOW) AND TO THE FULLEST EXTENT PERMITTED BY LAWS, NEITHER PARTY (NOR ITS SUPPLIERS OR LICENSORS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE.
EXCEPT FOR EXCLUDED CLAIMS, AND TO THE FULLEST EXTENT PERMITTED BY LAWS, EACH PARTY’S (AND ITS SUPPLIERS’ AND LICENSORS’) ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED IN AGGREGATE THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO TYPESAFE PURSUANT TO THIS AGREEMENT DURING THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM GIVING RISE TO THE LIABILITY AROSE UNDER THIS AGREEMENT AND (B) $50 USD.
“EXCLUDED CLAIMS” MEANS: (A) CUSTOMER’S FAILURE TO PAY AMOUNTS DUE UNDER SECTION 8 (FEES AND PAYMENT); (B) CUSTOMER’S BREACH OF SECTION 2.3 (LICENSE RESTRICTIONS), SECTION 2.4 (ACCESS CREDENTIALS; CUSTOMER USERS) OR SECTION 5 (CUSTOMER OBLIGATIONS); OR (C) A PARTY’S PAYMENT OBLIGATIONS UNDER THE INDEMNITY SET FORTH IN SECTION 13 (INDEMNIFICATION).
Legal Rights & Agreement Rules · Company commitment
TypeSafe covers certain US intellectual-property claims about delivered Services
TypeSafe will defend third-party claims that Services as delivered infringe or misappropriate a US patent, copyright, trademark or trade secret, and cover awarded damages and costs, including reasonable attorney fees, or settlements it agrees to. This requires prompt notice, defense control and cooperation. Coverage excludes combinations with non-TypeSafe items, unauthorized or nonconforming use, Customer settlements or admissions without consent, claims involving Customer-side fault or legal/right violations, and Output. Section 13 is the exclusive Customer remedy and TypeSafe liability for third-party IP infringement or misappropriation.
Supporting quotations
TypeSafe will defend Customer against any third-party claim alleging that the Services, as delivered to Customer, infringe or misappropriate a third-party’s U.S. patent, copyright, trademark, or trade secret, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer (including reasonable attorneys’ fees) or agreed in a settlement by TypeSafe, resulting from the claim.
The indemnifying Party’s obligations in this Section 13 (Indemnification) are subject to it receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of the indemnified Party, at the indemnifying Party’s expense for reasonable out-of-pocket costs. The indemnifying Party may not settle any claim without the indemnified Party’s prior consent if settlement would require the indemnified Party to admit fault or take or refrain from taking any action (other than relating to use of the Services, when TypeSafe is the indemnifying Party). The indemnified Party may participate in a claim with its own counsel at its own expense.
TypeSafe’s obligations in this Section 13 (Indemnification) do not apply: (a) to infringement or misappropriation resulting from Customer’s use of the Services in combination with items not provided by TypeSafe (including Third-Party Platforms); (b) to unauthorized access to or use of the Services, or other use in non-conformity in any respect, with this Agreement; (c) if Customer settles or makes any admissions about a claim without TypeSafe’s prior consent; (d) with respect to any claim, directly or indirectly, in whole or in part, arising from, based on, or involving any fault, negligence, misconduct, default, violation of applicable Law or third-party right of Customer or its affiliates, directors, officers, employees, agents, or contractors; or (e) Output.
THIS SECTION 13 (INDEMNIFICATION) SETS OUT CUSTOMER’S EXCLUSIVE REMEDY AND TYPESAFE’S ENTIRE LIABILITY REGARDING INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
Legal Rights & Agreement Rules · Restriction or exception
Customer covers specified third-party claims involving Input, apps and end users
Customer must defend and cover third-party claims to the extent they relate to Input; relate to Customer Applications without resulting from TypeSafe’s breach; involve facts that would breach license restrictions, credential rules or Customer obligations; or are brought by an End User about the agreement’s subject matter. Coverage includes awarded damages and costs, reasonable attorney fees, and settlements Customer agrees to. It is conditioned on prompt written notice, control of defense and settlement, and reasonable cooperation under Section 13.3.
Supporting quotations
Customer will defend TypeSafe from and against any third-party claim to the extent (a) relating to Input, (b) relating to Customer Applications and not resulting from a breach by TypeSafe of this Agreement, (c) arising out of or resulting from facts or circumstances that, if true, would result in Customer’s breach of Section 2.3 (License Restrictions), Section 2.4 (Access Credentials; Customer Users), or Section 5 (Customer Obligations), or (d) brought by an End User and related to the subject matter of this Agreement, and, in each case of (a) through (d), will indemnify and hold harmless TypeSafe against any damages and costs awarded against TypeSafe (including reasonable attorneys’ fees) or agreed in a settlement by Customer resulting from the claim.
The indemnifying Party’s obligations in this Section 13 (Indemnification) are subject to it receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of the indemnified Party, at the indemnifying Party’s expense for reasonable out-of-pocket costs. The indemnifying Party may not settle any claim without the indemnified Party’s prior consent if settlement would require the indemnified Party to admit fault or take or refrain from taking any action (other than relating to use of the Services, when TypeSafe is the indemnifying Party). The indemnified Party may participate in a claim with its own counsel at its own expense.
Legal Rights & Agreement Rules · Procedure
Indemnity requires notice, defense control and cooperation
The party providing indemnity must receive prompt written notice, exclusive control of investigation, defense and settlement, and reasonably necessary cooperation. It pays reasonable out-of-pocket cooperation costs. The protected party may use its own counsel at its own expense. Its prior consent is needed for settlements requiring admission of fault or action or inaction, except action relating to service use when TypeSafe provides indemnity.
Supporting quotations
The indemnifying Party’s obligations in this Section 13 (Indemnification) are subject to it receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of the indemnified Party, at the indemnifying Party’s expense for reasonable out-of-pocket costs. The indemnifying Party may not settle any claim without the indemnified Party’s prior consent if settlement would require the indemnified Party to admit fault or take or refrain from taking any action (other than relating to use of the Services, when TypeSafe is the indemnifying Party). The indemnified Party may participate in a claim with its own counsel at its own expense.
Legal Rights & Agreement Rules · Permission or license
TypeSafe can modify services or terminate to address IP claims
For actual or potential IP infringement or misappropriation issues, when a settlement or injunction requires it or TypeSafe considers it necessary to avoid material liability, TypeSafe can procure continued-use rights, replace or modify the affected portion without reducing overall functionality, or terminate the agreement and Order with a refund of prepaid, unused Fees for the terminated portion of the Term. The choice belongs to TypeSafe.
Supporting quotations
In response to an actual or potential infringement or misappropriation claim or otherwise relating to violation of intellectual property rights, if required by settlement or injunction or as TypeSafe determines necessary to avoid material liability, TypeSafe may at its option: (a) procure rights for Customer’s continued use of the Services; (b) replace or modify the allegedly infringing portion of the Services to avoid infringement or misappropriation without reducing the Services’ overall functionality; or (c) terminate the Agreement and the Order and refund to Customer any pre-paid, unused Fees for the terminated portion of the Term.
Cross-references
narrows (model-proposed): Service access ends on termination; specific refund remedies remain — exception_to: Termination under the IP-mitigation clause expressly includes a refund of prepaid unused Fees for the terminated portion, limiting the general no-refund statement.
Legal Rights & Agreement Rules · Restriction or exception
TypeSafe’s IP protection excludes Output and specified Customer-side risks
TypeSafe’s Section 13 obligations do not apply to infringement from combinations with non-TypeSafe items, unauthorized or nonconforming use, Customer settlements or admissions without prior consent, or claims involving Customer-side fault, negligence, misconduct, default or violations of law or third-party rights, including those of its affiliates or personnel. Output is also excluded. These exceptions limit the defense and payment promise for delivered Services; they do not state an equivalent blanket exclusion from Customer’s indemnity duties.
Supporting quotations
TypeSafe’s obligations in this Section 13 (Indemnification) do not apply: (a) to infringement or misappropriation resulting from Customer’s use of the Services in combination with items not provided by TypeSafe (including Third-Party Platforms); (b) to unauthorized access to or use of the Services, or other use in non-conformity in any respect, with this Agreement; (c) if Customer settles or makes any admissions about a claim without TypeSafe’s prior consent; (d) with respect to any claim, directly or indirectly, in whole or in part, arising from, based on, or involving any fault, negligence, misconduct, default, violation of applicable Law or third-party right of Customer or its affiliates, directors, officers, employees, agents, or contractors; or (e) Output.
TypeSafe will defend Customer against any third-party claim alleging that the Services, as delivered to Customer, infringe or misappropriate a third-party’s U.S. patent, copyright, trademark, or trade secret, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer (including reasonable attorneys’ fees) or agreed in a settlement by TypeSafe, resulting from the claim.
Cross-references
contrast (model-proposed): TypeSafe assigns any rights it has in Output — contrast: Customer receives TypeSafe’s rights, if any, in Output, but TypeSafe’s indemnity obligations expressly exclude Output. Assignment therefore does not carry the service IP indemnity with it.
Legal Rights & Agreement Rules · Restriction or exception
Section 13 is the exclusive Customer remedy for third-party IP infringement
The agreement makes its indemnity section Customer’s exclusive remedy and TypeSafe’s entire liability for infringement or misappropriation of third-party intellectual-property rights. That remedy includes its procedure and limitations, including the exclusion of Output, rather than an unconditional infringement warranty.
Supporting quotations
THIS SECTION 13 (INDEMNIFICATION) SETS OUT CUSTOMER’S EXCLUSIVE REMEDY AND TYPESAFE’S ENTIRE LIABILITY REGARDING INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
TypeSafe’s obligations in this Section 13 (Indemnification) do not apply: (a) to infringement or misappropriation resulting from Customer’s use of the Services in combination with items not provided by TypeSafe (including Third-Party Platforms); (b) to unauthorized access to or use of the Services, or other use in non-conformity in any respect, with this Agreement; (c) if Customer settles or makes any admissions about a claim without TypeSafe’s prior consent; (d) with respect to any claim, directly or indirectly, in whole or in part, arising from, based on, or involving any fault, negligence, misconduct, default, violation of applicable Law or third-party right of Customer or its affiliates, directors, officers, employees, agents, or contractors; or (e) Output.
Legal Rights & Agreement Rules · Context
Confidentiality covers marked or reasonably understood confidential information
Confidential Information is information disclosed under the agreement that is marked proprietary or confidential or reasonably understood to be so from its nature and disclosure circumstances. TypeSafe expressly includes credentials, documentation, Customer Fees and pricing, agreement terms and other nonpublic service or product information, notwithstanding contrary provisions, specifically including the ordinary confidentiality exclusions.
Supporting quotations
“Confidential Information” means information disclosed to the receiving Party (“Recipient”) under this Agreement that is designated by the disclosing Party (“Discloser”) as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Notwithstanding anything to the contrary, including Section 14.3 (Exclusions), TypeSafe’s Confidential Information includes the Access Credentials, Documentation, Customer’s Fees and all pricing information, the terms and conditions of this Agreement, and other non-public information with respect to the Services or any other TypeSafe product or service.
These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving Party; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using Confidential Information.
Confidential use and disclosure are limited, with contract permissions preserved
Each recipient must keep Confidential Information confidential and use it only to fulfill obligations and exercise agreement rights. Disclosure allowed elsewhere in the agreement, including Customer Data processing rights, remains permitted. Need-to-know employees, agents, contractors and representatives, including TypeSafe subcontractors, may receive it if bound by equally protective confidentiality obligations; the recipient remains responsible for compliance. Required legal disclosures are separately permitted with advance notice and cooperation where law allows.
Supporting quotations
As Recipient, each Party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 4.1 (Use of Customer Data); and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know (including, where TypeSafe is Recipient, the subcontractors referenced in Section 16.10 (Subcontractors)), provided it remains responsible for their compliance with this Section 14 (Confidentiality) and they are bound to confidentiality obligations no less protective than this Section 14 (Confidentiality).
Customer hereby grants TypeSafe a non-exclusive, worldwide, royalty-free, fully paid-up, non-sublicensable (except to service providers), non-transferable (except as set forth in Section 16.1 (Assignment)) right to use, copy, store, disclose, transmit, transfer, display, modify, create derivative works from, and otherwise Process (a) during the Term, any data, files, queries, and other materials that Customer (including Customer Users or End Users) inputs or makes available to TypeSafe, including through the Services or any Customer Application integrated therewith (collectively, “Input”) solely to perform its obligations set forth in the Agreement, including to generate outputs from the Services that are delivered to Customer (such outputs, “Output,” and, collectively with Input, “Customer Data”), (b) during the Term, any Customer Data to provide the Services and calculate Fees, and (c) in perpetuity, any Customer Data (i) to derive and generate Telemetry, (ii) to monitor for fraud and abuse of the Services, and (iii) as necessary to comply with applicable Laws. The foregoing license does not grant TypeSafe the right to, and TypeSafe will not, include Customer Data in a dataset used to train (i.e., to modify the model weights of) any artificial intelligence or machine learning models without Customer’s prior consent.
Nothing in this Agreement prohibits either Party from making disclosures, including of Customer Data and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other Party in advance and cooperates in any effort to obtain confidential treatment.
Legal Rights & Agreement Rules · Restriction or exception
Ordinary exclusions require documentation and have an express TypeSafe override
Confidentiality ordinarily does not apply where the recipient can document public availability without its fault, rightful prior knowledge or possession, rightful third-party receipt without confidentiality breach, or independent development without Confidential Information. But the definition expressly treats TypeSafe’s listed credentials, documentation, pricing, agreement terms and nonpublic service information as confidential notwithstanding these exclusions. The card therefore does not describe the exclusions as universal.
Supporting quotations
These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving Party; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using Confidential Information.
“Confidential Information” means information disclosed to the receiving Party (“Recipient”) under this Agreement that is designated by the disclosing Party (“Discloser”) as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Notwithstanding anything to the contrary, including Section 14.3 (Exclusions), TypeSafe’s Confidential Information includes the Access Credentials, Documentation, Customer’s Fees and all pricing information, the terms and conditions of this Agreement, and other non-public information with respect to the Services or any other TypeSafe product or service.
Legal Rights & Agreement Rules · User right or choice
Either party may seek equitable relief for confidentiality breaches
The agreement says unauthorized disclosure or use may cause substantial harm inadequately addressed by damages. Either party may seek appropriate equitable relief, in addition to available remedies, for an actual or threatened confidentiality breach. It provides a right to seek relief, not a promise that a court or arbitrator will grant it.
Supporting quotations
Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each Party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 14 (Confidentiality).
Sharing & Disclosure · Permission or license
Legally required disclosures remain permitted
Either party may disclose Customer Data or other confidential information when law, subpoena or court order requires it. If legally permitted, it must notify the other party beforehand and cooperate in efforts to obtain confidential treatment. This is a required-disclosure exception rather than unrestricted voluntary sharing.
Supporting quotations
Nothing in this Agreement prohibits either Party from making disclosures, including of Customer Data and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other Party in advance and cooperates in any effort to obtain confidential treatment.
Legal Rights & Agreement Rules · Restriction or exception
Arbitration covers service and contract disputes, with stated exceptions
Except for individual small claims, available agency enforcement, court injunctions aiding arbitration and court IP-infringement suits, disputes connected with the agreement, Services or party communications go to binding arbitration. This covers all legal theories and claims arising during or after termination. The arbitrator decides questions about the arbitration agreement’s interpretation, applicability and enforceability. The parties waive jury trials and class actions, subject to the provision invalidating all of Section 15 if its class waiver or the whole section is unenforceable.
Supporting quotations
Except as described in Section 15.2 (Exceptions), the Parties agree that every dispute arising in connection with this Agreement, the Services, or communications between the Parties will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator. CUSTOMER UNDERSTANDS AND AGREES THAT, BY ENTERING INTO THIS AGREEMENT, CUSTOMER AND TYPESAFE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Although the Parties are agreeing to arbitrate most disputes between them, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either Party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) file suit in a court of law to address an intellectual property infringement claim.
If Section 15.7 (No Class Actions) or the entirety of this Section 15 (Dispute Resolution and Arbitration) is found to be unenforceable, then the entirety of this Section 15 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 16.2 (Governing Law; Jurisdiction and Venue) will govern any action arising out of or related to this Agreement.
Legal Rights & Agreement Rules · User right or choice
Small claims, agency enforcement and certain court actions remain available
Either party retains the right to an individual small-claims action, an available federal, state or local agency enforcement action, a court injunction supporting arbitration, and a court suit concerning intellectual-property infringement. These are express exceptions to the agreement to arbitrate most disputes.
Supporting quotations
Although the Parties are agreeing to arbitrate most disputes between them, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either Party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) file suit in a court of law to address an intellectual property infringement claim.
Arbitration is subject to the Federal Arbitration Act and administered by JAMS. Individual Customers use rules applicable to consumer disputes; business Customers use JAMS Comprehensive Arbitration Rules and Procedures, in each case as modified by this agreement. The rules and forms can be obtained through jamsadr.com, +1-800-352-5267 or TypeSafe. Their full text is not supplied, so this source alone does not establish all procedures or fees.
Supporting quotations
This arbitration agreement, and any arbitration between TypeSafe and Customer, is subject to the Federal Arbitration Act and will be administered by the JAMS (a) if Customer is an individual, then under the rules applicable to consumer disputes and (b) if Customer is a business, then under the JAMS Comprehensive Arbitration Rules and Procedures (as applicable, the “JAMS Rules”) as modified by this Agreement. The JAMS Rules and filing forms are available online at www.jamsadr.com, by calling the JAMS at +1-800-352-5267 or by contacting TypeSafe.
Not stated here
The JAMS Rules are not supplied here; additional procedures and fee amounts cannot be established from this source.
Legal Rights & Agreement Rules · Procedure
Send a formal dispute notice and allow 30 days before arbitration
Before starting arbitration, a party must send written notice by certified US Mail or signature-required Federal Express; email is allowed only if the other party has supplied no current physical address. The notice must identify the claimant by name or account number, explain the nature and basis of the dispute, and specify the relief sought. The listed TypeSafe address is 255 California St, Suite 1300, San Francisco, CA 94117. The parties must try in good faith to resolve it; either may start arbitration if unresolved 30 days after receipt. JAMS Rules govern all fees, and are not supplied here.
Supporting quotations
Before initiating arbitration, a Party must first send a written notice of the dispute to the other Party by certified U.S. Mail or by Federal Express (signature required) or, only if that other Party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). TypeSafe’s address for Notice is: TypeSafe AI, Inc., 255 California St, Suite 1300, San Francisco, CA 94117. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The Parties will make good faith efforts to resolve the claim directly, but if the Parties do not reach an agreement to do so within thirty (30) days after the Notice of Arbitration is received, Customer or TypeSafe may commence an arbitration proceeding. The payment of all fees will be governed by the JAMS Rules.
Not stated here
The JAMS Rules are not supplied here; additional procedures and fee amounts cannot be established from this source.
Legal Rights & Agreement Rules · Procedure
Hearings may be remote or in San Francisco
Unless the parties agree otherwise, a hearing proceeds by phone, written submissions, video or in person in the City and County of San Francisco. Settlement-offer amounts must not be disclosed to the arbitrator before the final decision and any award. The arbitrator must give a reasoned written decision explaining the essential findings and conclusions.
Supporting quotations
Any arbitration hearing will be conducted by telephone, based on written submissions, video conference, or in person in The City and County of San Francisco, California unless the Parties agree otherwise. During the arbitration, the amount of any settlement offer made by Customer or TypeSafe must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
Legal Rights & Agreement Rules · Procedure
Awards are binding, with specified judicial-review rights
Subject to the no-class-action clause, an arbitrator may grant relief available in a competent court. Awards are final and binding except for legally permitted judicial review and a specific right to seek court review of injunctive relief against a party, without binding that court to the arbitrator’s legal conclusions. Judgment may be entered in a court with jurisdiction.
Supporting quotations
Except as provided in Section 15.7 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. The arbitrator’s award shall be final and binding on all Parties, except (a) for judicial review expressly permitted by law or (b) if the arbitrator’s award includes an award of injunctive relief against a Party, in which case that Party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
CUSTOMER AND TYPESAFE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN CUSTOMER’S OR TYPESAFE’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Legal Rights & Agreement Rules · Restriction or exception
Claims must be individual; invalidity of the class waiver voids Section 15
Each party agrees to sue the other only in its individual capacity, not as a plaintiff or member of a class or representative proceeding. If that clause or the entire dispute-resolution section is found unenforceable, all of Section 15 becomes void. Related actions then use the agreement’s exclusive San Francisco state or federal court venue. This describes the contractual fallback, not a finding about enforceability.
Supporting quotations
CUSTOMER AND TYPESAFE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN CUSTOMER’S OR TYPESAFE’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
If Section 15.7 (No Class Actions) or the entirety of this Section 15 (Dispute Resolution and Arbitration) is found to be unenforceable, then the entirety of this Section 15 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 16.2 (Governing Law; Jurisdiction and Venue) will govern any action arising out of or related to this Agreement.
This Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in The City and County of San Francisco, California and both Parties submit to the personal jurisdiction of those courts for resolution of any lawsuit or court proceedings permitted under this Agreement.
Legal Rights & Agreement Rules · Permission or license
TypeSafe has a corporate-transaction exception to assignment consent
Normally neither party may assign the agreement without the other’s prior consent. TypeSafe may do so in connection with a merger, reorganization, acquisition or other transfer of all or substantially all its assets or voting securities. Nonpermitted assignments are void; permitted successors and assigns receive the agreement’s benefits and obligations.
Supporting quotations
Neither Party may assign this Agreement without the prior consent of the other Party, except that TypeSafe may assign this Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its assets or voting securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns.
Legal Rights & Agreement Rules · Context
California and US law govern, with San Francisco courts for permitted court cases
The agreement selects California and US law, excluding conflict-of-laws rules that would select another jurisdiction and the UN Convention on the International Sale of Goods. The parties submit to state and federal courts in the City and County of San Francisco for lawsuits and court proceedings the agreement permits. This venue provision does not remove the arbitration requirement or its small-claims, agency, arbitration-support and IP exceptions.
Supporting quotations
This Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in The City and County of San Francisco, California and both Parties submit to the personal jurisdiction of those courts for resolution of any lawsuit or court proceedings permitted under this Agreement.
Except as described in Section 15.2 (Exceptions), the Parties agree that every dispute arising in connection with this Agreement, the Services, or communications between the Parties will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator. CUSTOMER UNDERSTANDS AND AGREES THAT, BY ENTERING INTO THIS AGREEMENT, CUSTOMER AND TYPESAFE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Although the Parties are agreeing to arbitrate most disputes between them, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either Party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) file suit in a court of law to address an intellectual property infringement claim.
Charges & Financial Obligations · User right or choice
The prevailing party can recover enforcement fees and costs
The prevailing party in an action to enforce the agreement is entitled to recover its attorney fees and costs connected with that action. The clause is mutual, rather than a fee entitlement solely for TypeSafe.
Supporting quotations
The prevailing Party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.
Content & IP Rights · Permission or license
TypeSafe may identify Customer publicly until a written stop request
Normally either party needs prior consent or a legal requirement to use the other’s name, brand or logo or announce the agreement. TypeSafe has a specific exception: it may identify Customer or its parent as a customer or licensee on its website, in promotional materials or customer lists in press or public-relations announcements of Customer’s service use. TypeSafe will stop further use of those assets on Customer’s written request.
Supporting quotations
Nothing in this Agreement grants either Party the right to use the name, brand, or logo of the other Party, and neither Party may publicly announce that the Parties have entered into the Agreement, except with the other Party’s prior consent or as required by Laws; provided, however, that TypeSafe may use the name, brand, or logo of Customer (or Customer’s parent company) for the purpose of identifying Customer as a licensee or customer on TypeSafe’s website or in other promotional materials, or as part of a list of TypeSafe’s customers in a press release or other public relations materials announcing Customer’s use of the Services. TypeSafe will cease further use of such assets at Customer’s written request.
Cross-references
narrows (model-proposed): Confidential use and disclosure are limited, with contract permissions preserved — exception_to: The agreement expressly permits TypeSafe to identify Customer publicly in specified materials, subject to stopping further use of the assets after a written request; confidentiality is subject to agreement-authorized disclosures.
Legal Rights & Agreement Rules · Procedure
General notices may use email, with specific deemed-receipt rules
Except where the agreement specifies another process, notices and consents must be written. TypeSafe’s address is 255 California St, Suite 1300, San Francisco, CA 94117 or sales@typesafe.ai; Customer uses the Order address or email. Personal delivery and certified or registered return-receipt US mail take effect on receipt; commercial overnight delivery one day after dispatch; email on the earlier of confirmation receipt or one day after sending. Address changes require notice. Arbitration notices have stricter delivery rules, including email only if no current physical address was provided.
Supporting quotations
Except as set out in this Agreement, any notice or consent under this Agreement must be in writing and sent to 255 California St, Suite 1300, San Francisco, CA 94117 or sales@typesafe.ai if to TypeSafe or to the address or email address specified on the Order if to Customer, and will be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if by certified or registered U.S. mail (return receipt requested); (c) one day after dispatch if by a commercial overnight delivery service; or (d) upon the earlier of the receipt of a confirmation email or one day after sending if by email. Either Party may update its address with notice to the other Party pursuant to this Section. TypeSafe may also send operational notices to Customer by email or through the Services.
Before initiating arbitration, a Party must first send a written notice of the dispute to the other Party by certified U.S. Mail or by Federal Express (signature required) or, only if that other Party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). TypeSafe’s address for Notice is: TypeSafe AI, Inc., 255 California St, Suite 1300, San Francisco, CA 94117. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The Parties will make good faith efforts to resolve the claim directly, but if the Parties do not reach an agreement to do so within thirty (30) days after the Notice of Arbitration is received, Customer or TypeSafe may commence an arbitration proceeding. The payment of all fees will be governed by the JAMS Rules.
Account & Service Control · Procedure
TypeSafe can send operational notices in the service
TypeSafe may send operational notices by email or through Services. The general notice clause also allows either party to update its address by giving notice under that clause; it does not make an in-service notice universally sufficient for every formal dispute notice.
Supporting quotations
Except as set out in this Agreement, any notice or consent under this Agreement must be in writing and sent to 255 California St, Suite 1300, San Francisco, CA 94117 or sales@typesafe.ai if to TypeSafe or to the address or email address specified on the Order if to Customer, and will be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if by certified or registered U.S. mail (return receipt requested); (c) one day after dispatch if by a commercial overnight delivery service; or (d) upon the earlier of the receipt of a confirmation email or one day after sending if by email. Either Party may update its address with notice to the other Party pursuant to this Section. TypeSafe may also send operational notices to Customer by email or through the Services.
Legal Rights & Agreement Rules · Context
The agreement includes the Order and generally replaces earlier agreements
The agreement, including the Order, is the entire agreement on its subject matter and supersedes prior or contemporaneous agreements on that subject. Headings are for convenience and “including” is nonexhaustive. The opening acceptance paragraph separately preserves an existing entity agreement in its specified circumstances, so this integration clause should not be read to erase that express boundary.
Supporting quotations
This Agreement (which includes the Order) is the Parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation.
BY ACCEPTING THE AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, EXECUTING AN ORDER THAT REFERENCES THIS MASTER CUSTOMER AGREEMENT, USING (OR MAKING ANY PAYMENT FOR) ANY SERVICES, OR OTHERWISE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THE AGREEMENT, YOU: (A) AGREE TO THE AGREEMENT ON BEHALF OF YOURSELF AS AN INDIVIDUAL, UNLESS YOU ARE USING THE SERVICES ON BEHALF OF AN ORGANIZATION, COMPANY, OR OTHER LEGAL ENTITY, IN WHICH CASE YOU AGREE TO THIS AGREEMENT ON BEHALF OF SUCH ENTITY FOR WHICH YOU ACT; AND (B) REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND CUSTOMER TO THE AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE AGREEMENT, YOU MUST NOT ACCEPT THE AGREEMENT AND MAY NOT ACCESS OR USE ANY SERVICES. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY AND AN AUTHORIZED REPRESENTATIVE OF THE ENTITY HAS ALREADY ACCEPTED THIS AGREEMENT ON BEHALF OF THE ENTITY OR ENTERED INTO A SEPARATE WRITTEN AGREEMENT REGARDING THE USE OF THE SERVICES (“SEPARATE AGREEMENT”) THAT IS IN EFFECT AS OF THE DATE ON WHICH YOU ACCEPT THIS AGREEMENT, THEN (I) THIS AGREEMENT WILL NOT APPLY TO YOU AND (II) YOUR AND SUCH ENTITY’S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE SERVICES WILL REMAIN GOVERNED BY, AND SUBJECT TO, THE SEPARATE AGREEMENT.
Legal Rights & Agreement Rules · Permission or license
TypeSafe may give prospective updates on at least 60 days’ notice
Ordinary amendments must be written and signed by authorized representatives or appropriately agreed through TypeSafe’s electronic means, unless expressly provided otherwise. Customer purchase orders and business forms cannot amend the agreement and are only administrative. TypeSafe nevertheless may notify Customer of updates, including through Services; they take effect prospectively at least 60 days after notice, unless TypeSafe specifies a later date. This is an express exception to the ordinary bilateral amendment process.
Supporting quotations
Except as expressly set forth herein, any amendments, modifications, or supplements to this Agreement must be in writing and signed by each Party’s authorized representatives or, as appropriate, agreed through electronic means provided by TypeSafe. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by TypeSafe; any of these Customer documents are for administrative purposes only and have no legal effect. Notwithstanding the foregoing, TypeSafe may from time to time notify Customer of updates to this Agreement (including by displaying a notification on the Services). Unless a later date is specified by TypeSafe, such updated version of this Agreement will become effective on a going forward basis on the date that is at least 60 days after the date on which TypeSafe provided such notice to Customer.
Legal Rights & Agreement Rules · Procedure
Waivers require signature; the arbitration section has a special severability rule
A waiver must be signed by the waiving party’s authorized representative and cannot be inferred from conduct. Ordinarily an invalid, illegal or unenforceable provision is narrowed only as necessary to preserve the rest. Section 15 separately states that invalidity of its class waiver or the whole arbitration section makes all of Section 15 void, with the specified court venue taking over.
Supporting quotations
Waivers must be signed by the waiving Party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal, or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.
If Section 15.7 (No Class Actions) or the entirety of this Section 15 (Dispute Resolution and Arbitration) is found to be unenforceable, then the entirety of this Section 15 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 16.2 (Governing Law; Jurisdiction and Venue) will govern any action arising out of or related to this Agreement.
Legal Rights & Agreement Rules · Restriction or exception
TypeSafe excludes liability for performance failures beyond reasonable control
TypeSafe is not liable for delayed or failed performance caused by events beyond its reasonable control, with examples including strikes, blockades, war, pandemics, terrorism, riots, internet or utility failures, refused government licenses and natural disasters. This clause expressly protects TypeSafe; it does not state the same exemption for Customer.
Supporting quotations
TypeSafe is not liable for any delay or failure to perform any obligation under this Agreement due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster.
Account & Service Control · Permission or license
TypeSafe may subcontract but remains responsible
TypeSafe may use subcontractors and allow them to exercise its rights, while retaining responsibility for their compliance with the agreement and its own overall performance. Subcontracting therefore does not eliminate TypeSafe’s contractual responsibility.
Supporting quotations
TypeSafe may use subcontractors and permit them to exercise TypeSafe’s rights, but TypeSafe remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.
Legal Rights & Agreement Rules · Context
The parties remain independent contractors
The agreement does not make the parties agents, partners or joint venturers; it treats them as independent contractors.
Supporting quotations
The Parties are independent contractors, not agents, partners, or joint venturers.
Legal Rights & Agreement Rules · Restriction or exception
Customer must comply with export restrictions and avoid controlled military information
Customer must comply with relevant US and foreign export and import law. It represents that it is not on a US prohibited or restricted-party list and is neither located in nor a national of an embargoed or US-designated terrorist-supporting country. It agrees not to use Services in breach of US export restrictions and not to submit information controlled under the US International Traffic in Arms Regulations. The regulations and current lists are not supplied here.
Supporting quotations
Customer will comply with all relevant U.S. and foreign export and import Laws in using the Services. Customer: (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (b) agrees not to access or use Services in violation of any U.S. export embargo, prohibition, or restriction; and (c) will not submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations.
Legal Rights & Agreement Rules · Restriction or exception
US government use is limited to the agreement’s commercial-software rights
Where Customer or its users are a US government agency, department or entity, use, duplication, reproduction, release, modification, disclosure and transfer of the Services and related documentation are restricted by this agreement, citing FAR 12.212 for civilian purposes and DFARS 227.7202 for military purposes. The source says the Services were developed entirely at private expense and prohibits other use. The regulations themselves are not supplied; no additional statutory rights are inferred.
Supporting quotations
Elements of the Services may include commercial computer software. If Customer or Customer Users are an agency, department, or other entity of the United States Government, then the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Services were developed fully at private expense. All other use is prohibited.
Not stated here
FAR 12.212 and DFARS 227.7202 are cited external regulations; their text and any additional legal effect are not supplied here.
Legal Rights & Agreement Rules · Context
The Order controls conflicts with the master agreement
Where the Order conflicts or is inconsistent with the body of this master agreement, the Order controls only to the extent of that conflict. The Order may be an executed order, checkout page or confirmation email identifying Customer and referencing the agreement. No Customer-specific Order is supplied, so these cards describe the master terms and cannot establish conflicting negotiated terms.
Supporting quotations
If there are inconsistencies or conflicts between the terms of the body of this Agreement and the Order, the terms of the Order will control to the extent of the conflict.
This Master Customer Agreement is between TypeSafe AI, Inc. (“TypeSafe”) and the entity identified as “Customer” in the order executed by TypeSafe and Customer, the checkout page on TypeSafe’s website, or the confirmation email generated by TypeSafe referencing this Agreement (the “Order”). This Agreement allows Customer to purchase access to certain of TypeSafe’s services specified in the Order. The term “Agreement” refers to the body of this Master Customer Agreement and the Order, collectively. TypeSafe and Customer are each individually a “Party” and together, the “Parties.” Acceptance of this Agreement is a condition to accessing and using the Services (defined below) or any part thereof. The Parties hereto agree as follows:
Not stated here
The Customer-specific Order is not supplied; conflicting negotiated terms cannot be established.
Cross-references
qualifies (model-proposed): The Order and this agreement govern purchased services — qualifies: The agreement includes the Order, whose terms prevail over conflicting master terms only to the extent of the conflict. No individual Order is supplied.
Legal Rights & Agreement Rules · Context
The Order and this agreement govern purchased services
The agreement is between TypeSafe AI, Inc. and the Customer identified by an executed order, website checkout, or confirmation email. It includes both this master agreement and that Order; acceptance is a condition of service access. The supplied version says it was last updated September 23, 2026. Customer-specific Orders are not supplied, so their purchased services and commercial details cannot be established here. If the Order conflicts with the master agreement, the Order controls to the extent of that conflict.
Supporting quotations
This Master Customer Agreement is between TypeSafe AI, Inc. (“TypeSafe”) and the entity identified as “Customer” in the order executed by TypeSafe and Customer, the checkout page on TypeSafe’s website, or the confirmation email generated by TypeSafe referencing this Agreement (the “Order”). This Agreement allows Customer to purchase access to certain of TypeSafe’s services specified in the Order. The term “Agreement” refers to the body of this Master Customer Agreement and the Order, collectively. TypeSafe and Customer are each individually a “Party” and together, the “Parties.” Acceptance of this Agreement is a condition to accessing and using the Services (defined below) or any part thereof. The Parties hereto agree as follows:
Sep 23, 2026
If there are inconsistencies or conflicts between the terms of the body of this Agreement and the Order, the terms of the Order will control to the extent of the conflict.
Not stated here
The Customer-specific Order is not supplied; its service and commercial terms and any conflicting provisions cannot be determined here.
Legal Rights & Agreement Rules · Procedure
Using or paying for services can signify acceptance
Clicking acceptance, executing a referenced Order, using or paying for services, or otherwise affirmatively accepting binds the individual or the entity on whose behalf they act. The accepter represents authority to bind Customer and must not accept or use services without authority or agreement. Where an authorized representative has already accepted for the entity or entered an effective separate written agreement, the paragraph says this agreement does not apply to the new accepter and the existing separate agreement continues to govern.
Supporting quotations
BY ACCEPTING THE AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, EXECUTING AN ORDER THAT REFERENCES THIS MASTER CUSTOMER AGREEMENT, USING (OR MAKING ANY PAYMENT FOR) ANY SERVICES, OR OTHERWISE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THE AGREEMENT, YOU: (A) AGREE TO THE AGREEMENT ON BEHALF OF YOURSELF AS AN INDIVIDUAL, UNLESS YOU ARE USING THE SERVICES ON BEHALF OF AN ORGANIZATION, COMPANY, OR OTHER LEGAL ENTITY, IN WHICH CASE YOU AGREE TO THIS AGREEMENT ON BEHALF OF SUCH ENTITY FOR WHICH YOU ACT; AND (B) REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND CUSTOMER TO THE AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE AGREEMENT, YOU MUST NOT ACCEPT THE AGREEMENT AND MAY NOT ACCESS OR USE ANY SERVICES. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY AND AN AUTHORIZED REPRESENTATIVE OF THE ENTITY HAS ALREADY ACCEPTED THIS AGREEMENT ON BEHALF OF THE ENTITY OR ENTERED INTO A SEPARATE WRITTEN AGREEMENT REGARDING THE USE OF THE SERVICES (“SEPARATE AGREEMENT”) THAT IS IN EFFECT AS OF THE DATE ON WHICH YOU ACCEPT THIS AGREEMENT, THEN (I) THIS AGREEMENT WILL NOT APPLY TO YOU AND (II) YOUR AND SUCH ENTITY’S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE SERVICES WILL REMAIN GOVERNED BY, AND SUBJECT TO, THE SEPARATE AGREEMENT.
Legal Rights & Agreement Rules · Restriction or exception
Most disputes go to individual binding arbitration
The notice requires individual binding arbitration and waives jury trials and class or representative proceedings. Section 15 preserves individual small-claims actions, available agency enforcement, court injunctions supporting arbitration, and court suits over intellectual-property infringement. If the no-class-action provision or all of Section 15 is unenforceable, that entire section becomes void and the specified court venue applies. The notice therefore is not an unqualified requirement to arbitrate every dispute.
Supporting quotations
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 15, Customer agrees that disputes arising under this Agreement will be resolved by binding, individual arbitration, and BY ACCEPTING THIS AGREEMENT, CUSTOMER AND TYPESAFE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
Although the Parties are agreeing to arbitrate most disputes between them, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either Party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) file suit in a court of law to address an intellectual property infringement claim.
If Section 15.7 (No Class Actions) or the entirety of this Section 15 (Dispute Resolution and Arbitration) is found to be unenforceable, then the entirety of this Section 15 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 16.2 (Governing Law; Jurisdiction and Venue) will govern any action arising out of or related to this Agreement.
Account & Service Control · Company commitment
Services cover the hosted console and API
Subject to the agreement, TypeSafe makes available its hosted web console at console.typesafe.ai and its hosted API. These two facilities together are the defined Services; this definition does not make every company offering part of the purchased service.
Supporting quotations
Subject to the terms and conditions of this Agreement, TypeSafe will make available to Customer the TypeSafe-hosted web interface available at https://console.typesafe.ai (the “Web Interface”) and the TypeSafe-hosted application programming interface made available by TypeSafe to Customer (the “API,” and together with the Web Interface, the “Services”).
Content & IP Rights · Permission or license
Access is limited to the term and agreed usage limits
Customer receives a limited, nonexclusive, nontransferable and nonsublicensable license during the Term, conditioned on continued compliance, including Order usage limits. Access must follow TypeSafe’s documentation; API integration is allowed for Customer Applications under Section 2.2. This is not permission to offer the Services as a standalone service or use them or Output to distill models, imitate service output, or develop competing products. The Order and documentation are not supplied here.
Supporting quotations
Subject to the terms and conditions of this Agreement and Customer’s continued compliance therewith, including Customer’s compliance with the usage limits set forth in the Order (“Usage Limits”), TypeSafe grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to: (a) access and use the Services in accordance with the applicable documentation made available by TypeSafe from time to time (“Documentation”); and (b) integrate the API with one or more Customer Applications in accordance with Section 2.2 (Customer Applications).
The license set forth in Section 2.1 (License) includes the right to include the API into one or more software applications developed and operated by Customer for the benefit of Customer’s end users (“End Users”) in accordance with the Documentation and the terms of this Agreement (each, a “Customer Application”). Customer shall ensure that each Customer Application complies with applicable laws and regulations (“Laws”) and does not violate or infringe third-party rights.
Customer will not do (and will not attempt to do), and will not allow Customer Applications, or any of Customer’s directors, officers, employees, agents or contractors to do, any of the following: (a) sell, lease, loan, distribute, sublicense, disclose, or otherwise offer or make the Services available as a standalone service; (b) use the Services or any Output (defined below) to perform model distillation, train a model to imitate the output of the Services, or develop (or to facilitate the development of) a similar or competing product or service;
Content & IP Rights · Restriction or exception
Customer is responsible for compliant API applications
Customer can include the API in applications it develops and operates for its end users, following the documentation and agreement. Customer must ensure each application complies with applicable laws and regulations and does not violate or infringe third-party rights.
Supporting quotations
The license set forth in Section 2.1 (License) includes the right to include the API into one or more software applications developed and operated by Customer for the benefit of Customer’s end users (“End Users”) in accordance with the Documentation and the terms of this Agreement (each, a “Customer Application”). Customer shall ensure that each Customer Application complies with applicable laws and regulations (“Laws”) and does not violate or infringe third-party rights.