Terms of Service - Cloudwise AI

1. ELIGIBILITY AND ACCOUNT REGISTRATION

1.1 Eligibility

To access or use the Services, you represent and warrant that:

(a) You are at least 18 years of age or the age of majority in your jurisdiction;
(b) You have the full legal authority and capacity to enter into this Agreement;
(c) You are not barred from receiving services under the laws of your jurisdiction or applicable international sanctions;
(d) You are not accessing the Services for the purpose of building a competitive service that directly replicates the core aggregation functionality of Cloudwise MaaS using our proprietary infrastructure without authorization.

1.2 Account Registration

To access certain features, including API keys and billing dashboards, you must register an account. You agree to:

(a) Provide accurate, current, and complete registration information;
(b) Maintain the security of your account credentials and API keys;
(c) Accept responsibility for all activities occurring under your account;
(d) Notify us immediately of any unauthorized access or security breach.

1.3 Third-Party Integrations

You may link your account with third-party services. You represent that you are entitled to disclose such login information to Cloudwise and grant us access without violating any third-party terms. Cloudwise is not liable for any actions taken by third-party providers linked to your account.

2. DESCRIPTION OF SERVICES

Cloudwise MaaS provides a unified platform for accessing, orchestrating, and utilizing artificial intelligence models and compute infrastructure. The Services include:

(a) API Gateway: A unified interface for routing requests to various large language models (LLMs), image generation models, and other AI services.
(b) Model Aggregation: Access to a diverse ecosystem of domestic and international AI models through a single integration point.
(c) Compute Infrastructure: GPU and cloud compute resources for AI workloads.
(d) Developer Tools: Dashboards, analytics, and management tools for monitoring usage and optimizing performance.

We reserve the right to modify, suspend, or discontinue any aspect of the Services, including the availability of specific models or providers, at any time without prior notice.

3. LICENSE GRANT AND RESTRICTIONS

3.1 License Grant

Subject to your compliance with these Terms, Cloudwise grants you a limited, non-exclusive, non-sublicensable (except as expressly permitted for end-user distribution via your applications), non-transferable, revocable license to access and use the Services via the provided APIs and interfaces for your internal business operations and for integration into your own products and services.

3.2 Permitted Use

You may use the Services to:

(a) Develop, test, and deploy applications that leverage AI models;
(b) Route user requests through the Cloudwise platform to underlying model providers;
(c) Incorporate model outputs into your commercial products, subject to the rights granted in Section 5.

3.3 Prohibited Conduct

You shall NOT, and shall not permit any third party to:

(a) Reverse Engineering: Attempt to reverse engineer, decompile, disassemble, or extract the source code, algorithms, or underlying architecture of the Cloudwise platform, API gateway, or routing logic.
(b) Circumvention: Attempt to bypass usage limits, rate limits, authentication mechanisms, or security controls.
(c) Malicious Use: Use the Services to generate content that is illegal, harmful, fraudulent, defamatory, obscene, or that promotes violence, hate speech, or discrimination.
(d) Interference: Interfere with or disrupt the integrity or performance of the Services or related systems.
(e) Scraping: Use automated systems to scrape, mine, or harvest data from the Cloudwise platform, except through the designated APIs.
(f) High-Risk Activities: Use the Services for life-critical systems (e.g., nuclear facilities, air traffic control, life support) where failure could lead to death or serious injury, unless you have obtained specific written indemnity and approval from Cloudwise.
(g) Competitive Benchmarking: Access the Services solely for the purpose of benchmarking performance against competitors or building a competing aggregation layer without explicit written consent.

4. MODEL ECOSYSTEM AND THIRD-PARTY PROVIDERS

4.1 Integration of Third-Party Models

The Services function as an aggregator and router, connecting users to a wide array of third-party AI model providers ("Model Providers"). Cloudwise does not necessarily own or operate the underlying models accessed through the platform.

4.2 Data Routing

To fulfill your requests, your input data (prompts, context, files) will be transmitted to the selected Model Provider's infrastructure for processing. By using the Services, you acknowledge and consent to this data transmission as a necessary function of the service architecture.

4.3 Provider Terms

Your use of specific models may be subject to additional terms, usage policies, or restrictions imposed by the respective Model Providers. While Cloudwise strives to inform you of significant restrictions, it is your responsibility to ensure your use case complies with the applicable policies of the underlying Model Providers.

4.4 Service Variability

Availability, latency, pricing, and capabilities of specific models depend on the Model Providers. Cloudwise does not guarantee the continuous availability of any specific third-party model and reserves the right to add, remove, or replace Model Providers at its sole discretion to optimize service quality and network efficiency.

5. INTELLECTUAL PROPERTY AND CONTENT RIGHTS

5.1 Cloudwise Property

Cloudwise retains all right, title, and interest in and to the Services, including the API gateway, routing logic, dashboard interfaces, documentation, and underlying software ("Cloudwise IP"). Nothing in these Terms transfers ownership of Cloudwise IP to you.

5.2 Your Content

You retain all ownership rights to the content you submit to the Services ("Input") and the content generated by the Services based on your Input ("Output"), collectively "Your Content."

License to Cloudwise: You grant Cloudwise a worldwide, non-exclusive, royalty-free license to process, store, and transmit Your Content solely for the purpose of providing the Services, ensuring security, and improving platform performance.
No Training Warranty: Unless explicitly agreed otherwise in a separate enterprise agreement, Cloudwise does not claim ownership of Your Content for the purpose of training foundational models. However, transient processing by Model Providers is governed by their respective policies.

5.3 Output Usage

Subject to your compliance with these Terms and applicable Model Provider policies, you may use the Output for any lawful purpose, including commercial use, publication, and integration into your products. You acknowledge that AI-generated content may not be unique and that other users may receive similar Output.

5.4 Attribution

Unless specified otherwise in documentation or specific model guidelines, you are not required to provide attribution to Cloudwise for Output generated via the API. However, if you utilize Cloudwise branding or trademarks, you must adhere to our Brand Guidelines.

6. FEES, BILLING, AND PAYMENT

6.1 Fees

Access to the Services is subject to fees as displayed on our pricing page or specified in your order form. Fees may be based on subscription tiers, token usage, compute time, or other metrics. All fees are non-refundable except as required by law.

6.2 Payment Terms

You authorize Cloudwise to charge your designated payment method for all incurred fees. Payments are due immediately upon invoicing or deduction from your prepaid balance.

6.3 Price Changes

Cloudwise reserves the right to modify pricing for the Services at any time. Price changes for existing subscriptions will typically take effect at the next renewal cycle, with prior notice provided where commercially reasonable. Usage-based rates may be updated with notice as posted on the platform.

6.4 Taxes

Fees are exclusive of taxes. You are responsible for paying all applicable sales, use, VAT, or withholding taxes associated with your use of the Services, excluding taxes on Cloudwise's net income.

6.5 Overdue Payments

Failure to pay fees when due may result in suspension or termination of your access to the Services. You remain liable for all accrued charges.

7. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLOUDWISE DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

(a) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
(b) WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE;
(c) WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR QUALITY OF OUTPUT GENERATED BY ANY MODEL;
(d) WARRANTIES THAT SPECIFIC MODELS WILL REMAIN AVAILABLE OR PERFORM WITHIN CERTAIN PARAMETERS.

YOU ACKNOWLEDGE THAT AI MODELS MAY GENERATE INACCURATE, BIASED, OR UNEXPECTED OUTPUT. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AND VERIFYING ANY OUTPUT BEFORE USE. CLOUDWISE IS NOT LIABLE FOR ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON SERVICE OUTPUT.

8. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) Consequential Damages: IN NO EVENT SHALL CLOUDWISE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES.
(b) Cap on Liability: CLOUDWISE'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF THESE TERMS SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO CLOUDWISE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE TRIALS OR UNUSED SERVICES, LIABILITY SHALL NOT EXCEED $100 USD.
(c) Third-Party Acts: CLOUDWISE SHALL NOT BE LIABLE FOR THE ACTS, OMISSIONS, OR CONDUCT OF ANY MODEL PROVIDER, THIRD-PARTY SERVICE, OR USER. YOUR USE OF THIRD-PARTY MODELS IS AT YOUR OWN RISK.

9. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Cloudwise and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:

(a) Your use of the Services or violation of these Terms;
(b) Your Content (Input or Output) infringing upon third-party rights or violating laws;
(c) Your negligence or willful misconduct;
(d) Your integration of the Services into your products or services.

10. TERM AND TERMINATION

10.1 Term

These Terms commence upon your acceptance and continue until terminated.

10.2 Termination by You

You may terminate your account at any time by contacting us. Outstanding fees remain due upon termination.

10.3 Termination by Cloudwise

Cloudwise may suspend or terminate your access to the Services immediately, with or without notice, if:

(a) You violate these Terms;
(b) Your conduct poses a security risk or legal liability;
(c) You fail to pay due fees;
(d) We discontinue the Services.

10.4 Effect of Termination

Upon termination, your right to use the Services ceases immediately. Cloudwise may delete your account data and content in accordance with our data retention policies. Sections regarding Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, and Governing Law shall survive termination.

11. GOVERNING LAW AND DISPUTE RESOLUTION

11.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, USA, without regard to its conflict of law principles.

11.2 Arbitration

Any dispute arising out of or relating to these Terms shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA) in Santa Clara County, California. The arbitration shall be conducted on an individual basis, and CLASS ACTION WAIVERS APPLY. You waive any right to a jury trial or to participate in a class action lawsuit.

11.3 Exceptions

Notwithstanding the above, either party may seek injunctive relief in a court of competent jurisdiction to prevent irreparable harm (e.g., intellectual property infringement or security breaches).

12. GENERAL PROVISIONS

12.1 Modifications

Cloudwise reserves the right to modify these Terms at any time. Material changes will be notified via email or platform notice. Continued use constitutes acceptance of the modified Terms.

12.2 Assignment

You may not assign your rights or obligations under these Terms without Cloudwise's prior written consent. Cloudwise may freely assign its rights and obligations.

12.3 Force Majeure

Cloudwise shall not be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, war, terrorism, internet outages, or actions by Model Providers.

12.4 Export Compliance

You agree to comply with all applicable export laws and regulations. You represent that you are not located in a sanctioned country and are not on any denied parties list.

12.5 Contact Information

For questions regarding these Terms, please contact us at:

Email: maas@cloudwise.ai
Address:
401 Lambert Ave
Palo Alto, California 94306
United States

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Cloudwise MaaS Terms of Service