Friendli Terms of Service

Last Updated: Jan 18, 2025

These Friendli Terms of Service (the “Terms”) contain the terms and conditions that govern your access to and use of the Friendli Suite and all Friendli Services and is an agreement between FriendliAI Corp. (also referred to herein as “we,” “us,” or “our”) on the one hand and you and your Responsible Entity (as defined in the next paragraph) on the other hand (you and your Responsible Entity, the “Customer”, “you”, or “your”). Please read these Terms carefully because they govern your use of the Friendli Suite and Friendli Services. If you have entered into a separate written agreement with FriendliAI to receive services or software or other technology from FriendliAI (“Customer Agreement”), the Customer Agreement (and not these Terms) will govern your access and use to any such services, software, and other technology. Definitions for defined terms that are not defined within the applicable provision or paragraph can be found in Section 18 of these Terms.

IMPORTANT NOTICE: THESE TERMS ARE SUBJECT TO (I) AUTOMATIC RENEWALS & PAYMENT, AS DETAILED IN SECTION 9; AND (II) BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS, AS DETAILED IN SECTION 16.

1. Agreement to Terms.

By clicking the “I Accept” button or checking the box reflecting your agreement to these Terms, you are confirming that you have read and accept these Terms. If you don’t agree to be bound by these Terms, do not accept these Terms and do not use the Friendli Services. If you are accessing or using the Friendli Services on behalf of or for the benefit of a company or other legal entity (the “Responsible Entity”), you represent and warrant that you have the authority to bind the Responsible Entity to these Terms, and your acceptance of these Terms will bind you and the Responsible Entity to these Terms. We may disclose your information and information related to your access to and use of the Friendli Services to the Responsible Entity, and your right to access and use the Friendli Services may be suspended or terminated (and the administration of any applicable User Account may be transferred) if you cease to be associated with, or cease to use an email address associated with or provisioned by, the Responsible Entity. You and the Responsible Entity will be responsible and liable for all acts and omissions that would constitute a breach of these Terms, including but not limited to those under your User Account and those under a Team for which you and/or your Responsible Entity are the Team Owner. Without limiting the generality of the foregoing, if an individual opens a User Account using an email address associated with or provisioned by a company or other entity, or if a company or entity pays fees due in connection with the access to or use of the Friendli Service by User Account(s) (or reimburses an individual for payment of such fees), then we may, in our sole discretion, deem that company or entity as the Responsible Entity for any access and use under such User Account(s). Customer will ensure that all information Customer provides to us (e.g., information provided through the Site or Product Management Console) is accurate, complete, and not misleading.

2. Applicability of Terms.

Except the terms set forth in Exhibit 1 to these Terms (Service Specific Terms), these Terms are applicable to all Friendli Services to which you receive access. The provisions set forth in Exhibit 1 (Service Specific Terms) only apply to the specific Friendli Service designated therein.

3. Privacy Policy.

Please review our Privacy Policy (https://friendli.ai/privacypolicy) for information on how we collect, use, and share your information.

4. Changes to these Terms or the Services.

a. Changes to Terms. We may update these Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site or Product Management Console and/or we may provide notice by e-mail. It’s important that you review the Terms whenever we update them. If you affirmatively accept the updated Terms or continue to use the Friendli Services after we have posted or provided notice of updated Terms, it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not continue to use the Friendli Services. If we change the Terms in a manner that materially prejudices you with respect to a Friendli Service for which you or a Team Owner has paid in advance, then a Team Member with sufficient permissions can terminate the applicable Team’s access to the applicable Friendli Service by providing notice to us within thirty (30) days, and, upon receipt of such notice, and we will refund any portion of Fees prepaid for such Friendli Service to the payment method we have on file, prorated based on the amount of any remaining unused pre-paid services (e.g., any unused duration of a Subscription Term that remains after we receive such notice). b. Changes to Services. Because our Services are evolving over time we may change or discontinue all or any part of the Friendli Services at any time at our sole discretion. If we discontinue or reduce the functionality of all or a part of a Friendli Service for which you or a Team Owner has paid in advance, we will refund any portion of Fees prepaid for such Friendli Service to the payment method we have on file, prorated based on the amount of any remaining unused pre-paid services (e.g., any unused duration of a Subscription Term that remains after we receive such notice).

5. Access To Friendli Services.

a. User Accounts, Teams, & Permissions

i. When you agree to these Terms and register to become a member of the Friendli Suite, you, on behalf of your Responsible Entity (if applicable), create an account with FriendliAI (your “User Account”). Under your User Account, you may elect service plans, subscribe to Friendli Services, create one or multiple Teams, invite other User Accounts to join one or more of your Teams, and access Teams to which you have been invited, all as a representative for and on behalf of your Responsible Entity (if applicable).
ii. You may invite other User Accounts to join one or more of the Teams that you create, and you may be invited, through your User Account, to join one or more Teams created by other User Accounts. When you, as a Team Owner, invite a User Account to join a Team, that User Account becomes a Team Member of that Team, and you will designate the role and access rights for each Team Member that you invite. The nature of the roles and responsibilities that a Team Owner can designate for each Team Member are set forth in the Documentation. Please review the Documentation carefully before you designate roles for your Team Members. The Team Owner of a Team has ultimate administrative control over that Team and all Friendli Services and Team Resources used or otherwise accessible within the Team, and can invite, remove, and re-assign permissions for Team Members in the Team Owner’s full discretion.
iii. You acknowledge, understand, and agree that: (a) Team Members receive access to the Accessible Friendli Services and Team Resources for any Team for which they are a Team Member, and have the ability to download, move, improve, modify and configure Team Resources within such Team; (b) you, as the Team Owner, are responsible and liable hereunder for any and all actions and omissions by Team Members that occur within or related to the Team, which can result in liability exposure and payment obligations hereunder to you (as the Team Owner); and (c) these Terms do not entitle you or any other Team Member to any rights, enforcement, or other entitlement against any other Team Member or third-party. Without limiting the responsibility and liability of the Team Owner (as set forth herein), you, as a Team Member (and your Responsible Entity, if applicable), will also be responsible and liable hereunder for any and all actions and omissions that occur under your User Account, whether such actions are under a Team for which you are the Team Owner or a different type of Team Member.

b. Permitted Use. Subject to your compliance with the terms and conditions of these Terms (including, without limitation, payment of the applicable Fees in accordance with Section 9 (Fees & Payment), FriendliAI authorizes you to use the Friendli Service(s) that have been purchased for a Team of which you are a Team Member (collectively and individually, the “Accessible Friendli Services”) in accordance with these Terms and the Documentation on a nonexclusive and non-transferable basis during the Subscription Term (if applicable) solely for the benefit of the Team Owner and the Team Owner’s products and services and subject to any and all restrictions and requirements (e.g., GPU type, GPU quantity, GPU durational use, data usage, and token usage, etc.) set forth in these Terms and/or presented during the Product Purchase Process or otherwise through the Site or your User Account (the “Permitted Use”).

c. Authorized Users. Customer will not: (i) allow any Person that is not an Authorized User to access or use the Friendli Suite or Friendli Services, or (ii) allow any use, data transmissions, or other access to the Friendli Suite or Friendli Services that conflicts with or exceeds the Permitted Use.

d. Access Credentials. Customer (and its Authorized Users) will have access credentials (e.g., log-in credentials, access tokens, or API keys, etc.) to access and use its and their User Accounts, the Friendli Suite, and the applicable Accessible Friendli Services (“Access Credentials”). Customer will use all reasonable means to secure Access Credentials in accordance with customary security protocols and will promptly notify FriendliAI if Customer knows or reasonably suspects that any Access Credentials have been compromised. Customer is responsible and liable hereunder for the election and use of any service plans and Friendli Services, and any subscriptions, Team Resources, and/or other activities, that occur under the Access Credentials of Customer or its Authorized User(s). Customer will, and will require all Authorized Users to, use all reasonable means to secure usernames, passwords, and other access credentials for hardware and software used to access the Friendli Services in accordance with customary security protocols, and will promptly notify FriendliAI if Customer knows or reasonably suspects that any username and/or password has been compromised.

e. Responsibility. Customer will ensure that each Authorized User complies with all applicable terms and conditions of these Terms, and Customer is fully responsible and will be liable hereunder for: (Z) acts or omissions by its Authorized Users in connection with their use of the Friendli Suite and Friendli Services; (Y) any access, use, data transmissions, or other acts or omissions that occur through Customer’s Access Credentials and any data or other materials transmitted to a Friendli Service through Customer’s products or services; and (X) any conduct or omission by its Authorized Users that would be a breach of these Terms had Customer directly engaged in such conduct or omission. Additionally, and without limiting the foregoing, a Team Owner will be responsible and liable hereunder for all conduct and omissions of the Team Members within Team Owner’s Team(s).

6. Beta Services & Trial Services.

a. This Section 6 (Beta Services & Trial Services) describes the additional terms and conditions under which Customer may access and use certain features, technologies, and services made available by FriendliAI or its Affiliates (i) on a free trial basis (as designated on through the Friendli Suite or otherwise within the Product Management Console) (“Trial Services”) or (ii) that are not yet generally available and labeled as “beta”, “eval”, “experimental”, or “pre-release” in or through the Friendli Suite, the Product Management Console, or the applicable Documentation (each a “Beta Service”). FriendliAI may add, modify, or remove functionality, features, documentation, or other related aspects of any Beta Service or Trial Service at any time and these aspects may be different from the commercially available version of the applicable Beta Service or corresponding Friendli Service. FriendliAI may suspend or terminate Customer’s access to or use of any Beta Service or Trial Service at any time.

b. FriendliAI may, in its discretion, make Trial Services available at no charge for a limited duration (“Free Trial Period”). After expiration of the Free Trial Period, Customer will pay Fees for the applicable Friendli Service in accordance with these Terms.

c. WITHOUT LIMITING ANY OTHER DISCLAIMERS IN THE AGREEMENT, BETA SERVICES ARE NOT READY FOR GENERAL COMMERCIAL RELEASE AND MAY CONTAIN BUGS, ERRORS, DEFECTS, OR HARMFUL COMPONENTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT: (A) FRIENDLIAI IS PROVIDING BETA SERVICES AND TRIAL SERVICES TO CUSTOMER “AS IS”; (B) FRIENDLIAI MAKES NO COMMITMENT, REPRESENTATIONS, WARRANTIES, OR INDEMNITIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING BETA SERVICES OR TRIAL SERVICES; (C) THE PERFORMANCE WARRANTIES, MAINTENANCE OBLIGATIONS, AND/OR SERVICE LEVEL AGREEMENT THAT APPLY TO OTHER SERVICES UNDER THIS AGREEMENT DO NOT APPLY WITH RESPECT TO BETA SERVICES OR TRIAL SERVICES; AND (D) FRIENDLIAI’S AND ITS AFFILIATES’ AND LICENSORS’ WILL HAVE NO OBLIGATION UNDER THIS AGREEMENT OR OTHERWISE TO CUSTOMER OR ANY THIRD-PARTY FOR ANY BETA SERVICES OR TRIAL SERVICES.

7. Cooperation and Assistance.

Customer shall at all times provide FriendliAI with good faith cooperation and assistance and make available such information, facilities, and Customer personnel as may be reasonably required by FriendliAI in order to provide the Friendli Services to Customer including, but not limited to, providing Customer Materials, security access, information and, as necessary, software interfaces to Customer’s business applications. Additionally, Customer shall be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the FriendliAI Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing.

8. Prohibitions.

Customer will not at any time, and will not permit any Person to, directly or indirectly:

a. use or access the Friendli Suite or any Friendli Service for any purpose outside the Permitted Use or in violation of these Terms;

b. violate or breach the terms or conditions that govern any Model Checkpoint or AI Model used or provided by Customer;

c. modify or create derivative works of any Friendli Service or Documentation in whole or in part;

d. transfer or otherwise distribute or allow direct access or use of a Friendli Service by or to any third party (except access to third-party Authorized Users invited to join a Team pursuant to and for the purposes set forth in Section 5);

e. except for third-party Authorized Users invited to join a Team pursuant to and for the purposes set forth in Section 5, allow any third-party to access or use any Friendli Service on a “stand-alone basis” (i.e., Customer’s products and services must add substantial functionality and value beyond the functionality and value of a Friendli Service);

f. frame, mirror, sell, lease, lend, or rent the Friendli Service or use the Friendli Service to provide service bureau, time sharing, rental, application services provider, hosting, or other computer services to third parties.

g. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain improper access to any software or other component of any Friendli Service, in whole or in part, except to the extent such restrictions are prohibited by law;

h. use any Friendli Service or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any Person, or that violates any applicable law or regulation;

i. circumvent, disable, or otherwise interfere, directly or indirectly, with any security-related features of any Friendli Service, including features that prevent or restrict the use, downloading, redistribution, and/or reproduction of information, data, and other materials provided to Customer and others through any Friendli Service;

j. interfere with, disrupt, or create an undue burden on the integrity or performance of, any Friendli Service, or any data or content contained therein or transmitted thereby;

k. upload or transmit viruses, Trojan horses, or other harmful code or materials that interfere with the use or enjoyment of any Friendli Service or modifies, impairs, disrupts, alters, or interferes with the access to or use, of any features, functions, operation, or maintenance of any Friendli Service;

l. access, use, or search any Friendli Service through the use of any automated system, engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools), other than software or Friendli Service features provided by FriendliAI for use expressly for such purposes;

m. use any Friendli Services to mine for cryptocurrency;

n. use any Friendli Services: (i) for benchmarking or competitive analysis, (ii) to develop, operate, commercialize, license, sell, or otherwise provide any product, service or technology that could, directly or indirectly, compete with any Friendli Service or any other products or services offered by FriendliAI or its Affiliates, or (iii) to provide third parties with products, software, or services similar to any Friendli Services or any other products or services offered by FriendliAI or its Affiliates; or

o. engage in any activities restricted under the Authorized Use Policy set forth in Exhibit 2.

Without limiting FriendliAI’s other rights or remedies under these Terms, FriendliAI may immediately, without notice, cancel, terminate, suspend, or place limits on Customer’s access to the Friendli Services if FriendliAI determines that Customer or its Authorized Users: (i) have engaged in or enabled any activity prohibited by this Section 8 (Prohibitions) or any applicable Service Specific Terms in Exhibit 1, (ii) submitted data, content, or other materials that violate such prohibitions; (iii) is a competitor of FriendliAI or any of its Affiliates (as determined by FriendliAI in its sole discretion), or (iv) is associated with a User Account, e-mail address, or IP address has engaged in any of the foregoing activities or is associated with a competitor of FriendliAI (as determined by FriendliAI in its sole discretion).

9. Fees and Payment.

a. Fees & Payment Terms. The applicable Team Owner will pay to FriendliAI the Fees for the Friendli Services in accordance with the following terms:

i. Depending on the Friendli Service elected by a Team, the payment obligations hereunder may be based on Subscription Term, GPU type, GPU quantity, GPU durational use, data usage, token usage, and/or other metrics, all of which is informed when a Team Owner or authorized Team Member engage in the Product Purchase Process. The Team Owner is responsible for payment for any and all Friendli Services elected for a Team, including but not limited to those elected by a Team Member that has been authorized to make such purchases.
ii. Fees for a Friendli Subscription Service will be due in advance for each Subscription Period during the Subscription Term, and will be charged upon subscribing to the Friendli Subscription Service (or expiration of any applicable Free Trial Period) and, thereafter, upon commencement of each Renewal Period during the Subscription Term. FriendliAI may change the prices for Friendli Subscription Services at any time by sending notice to the applicable Team Owner; provided that such pricing changes will only apply to Renewal Periods that commence after such notice. If the applicable Team Owner does not agree to these price changes, the Team Owner must cancel the Friendli Subscription Service before the commencement of the Renewal Period that follows such notice or Team Owner will be subject to the increased Fees.
iii. Any Fees for Metered Friendli Services will be due (i) on a weekly basis or (ii) a longer duration if FriendliAI decides, in its sole discretion, to allow a longer payment period. All such Fees will be due upon the end of the calendar week in which a Team has used such Metered Friendli Services (or longer duration if FriendliAI, in its sole discretion, allows a longer payment period). FriendliAI may change the prices for Metered Friendli Services at any time by providing notice to the applicable Team Owner; provided that such pricing changes will not apply until thirty (30) days’ after such notice. If the applicable Team Owner does not agree to these price changes, the Team must stop using the Metered Friendli Service prior to the expiration of such thirty (30) day notice period or Team Owner will be subject to the increased Fees.
iv. There may be certain Metered Friendli Services for which you or the Team Owner will make advance payments (the “Advance Payment”). After the Advance Payment has been expended (based on the Fees presented to you during the Product Purchase Process), additional Fees will be due for any additional use of such Metered Friendli Services, which will be paid in accordance with Section 9(a)(iii).

b. Payment Process. Payments due to FriendliAI under these Terms must be made in U.S. dollars and will be enabled by a third-party payment processor to which Team Owner provides its credit card information or a different payment method set forth by FriendliAI. All payments are non-refundable and neither you or Team Owner will have any right to set off or discount or otherwise reduce or refuse to pay any amounts due under these Terms. If a Team Owner fails to make any payment when due: (i) late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law and (ii) FriendliAI may, in its sole discretion, suspend all Friendli Services for the Team, Team Members, and/or any other Teams under Team Owner or the applicable Customer until all payments are made in full. Team Owner will reimburse FriendliAI for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest. Payment processing is provided by FriendliAI’s third party partners and payments are not refundable or reversible. Team Owner and its authorized Team Members are solely responsible for providing accurate information to such third-party service providers, and FriendliAI has no responsibility for verifying, confirming, or otherwise monitoring the information a Team Owner or Team Member provides to such third-party service providers. Team Owner understands and agrees to assume full responsibility for all of the risks of accessing and using the payment processing services.

c. AUTOMATIC SUBSCRIPTION RENEWALS. FRIENDLI SUBSCRIPTION SERVICES INVOLVE AUTOMATIC PAYMENT FOR RENEWAL PERIODS. SUBSCRIPTIONS PERIODS FOR FRIENDLI SUBSCRIPTION SERVICES WILL AUTOMATICALLY RENEW FOR RENEWAL PERIODS, AND TEAM OWNER AUTHORIZES FRIENDLIAI AND ITS PAYMENT PROCESSORS TO CHARGE TEAM OWNER’S AUTHORIZED PAYMENT METHOD UPON EACH RENEWAL PERIOD WITHOUT REQUIRING TEAM OWNER’S PRIOR APPROVAL OR PROVIDING NOTICE (UNLESS REQUIRED BY APPLICABLE LAW). TEAM OWNER MUST PROVIDE NOTICE OF NON-RENEWAL PURSUANT TO SECTION 15(B) TO TERMINATE A FRIENDLI SUBSCRIPTION SERVICE AND NOT PAY FOR FUTURE RENEWAL PERIODS.

d. Taxes. Team Owner is responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Team Owner to FriendliAI hereunder, other than any taxes imposed on FriendliAI’s income. Without limiting the foregoing, in the event that Team Owner is required to deduct or withhold any taxes from the amounts payable to FriendliAI hereunder, Team Owner will pay an additional amount, so that FriendliAI receives the amounts due to it hereunder in full, as if there were no withholding or deduction.

10. Intellectual Property & Data.

a. Customer Materials. Except for the licenses expressly granted herein and without limiting the effect of Section 1.5 of the Service Specific Terms in Exhibit 1, the Team Owner (or its licensors) of the Team for which Customer Materials are provided reserves and, as between FriendliAI and Customer, will own the Customer Materials and all rights, title and interest in and to the Customer Materials. No rights are granted hereunder to Customer Materials other than as expressly set forth herein, and, subject to Section 1.5 of the Service Specific Terms in Exhibit 1 (Model Checkpoints & Outputs), FriendliAI will not use the Customer Data, Customer Model Checkpoints, Customer Outputs, Model Improvements, Customer Model Optimizations, or any other Customer Materials for any purpose other than to provide the Friendli Services on behalf of the Team Owner and Team for which such materials are made available. Customer and Team Owner are responsible for ensuring the Customer Materials are licensed under terms that enable the access, rights, and permissions necessary for any access and use by a Team that receives access to the Customer Materials. Without limiting the foregoing, the Team Owner is responsible and liable hereunder for all Customer Materials made available by Team Members within a Team.

b. FriendliAI IP. Subject to the limited rights expressly granted hereunder, FriendliAI reserves and will solely own the FriendliAI IP and all rights, title and interest in and to the FriendliAI IP. Customer’s rights to access a Friendli Service will be limited to those expressly set forth in these Terms, and Customer will not access or use the FriendliAI IP or any portion thereof other than as expressly set forth herein. FriendliAI reserves all rights in and to the FriendliAI IP. Customer will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices appearing on any FriendliAI IP, and Customer will reproduce such notices on all copies it makes of a Friendli Service.

c. Feedback. From time-to-time Customer or its employees, contractors, or representatives may provide FriendliAI or its Affiliates with suggestions, comments, feedback or the like with regard to a Friendli Service (collectively, “Feedback”). Customer hereby grants FriendliAI and its Affiliates a perpetual, irrevocable, sublicensable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with FriendliAI’s and its Affiliates’ business purposes, including, without limitation, the testing, development, maintenance and improvement of the Friendli Services and FriendliAI’s other products and services. For clarity, Feedback does not include Customer Materials.

d. Open-Source Works. The Friendli Services may include open-source software, as identified in a readme file, notice file, or the applicable Documentation, which are licensed under open source or similar license terms (the “Open-Source Works”). Customer’s rights to use the Open-Source Works under such terms are not restricted in any way by these Terms. The applicable terms associated with these separate works can be found in the readme files, notice files, or in the Documentation.

e. Usage Data. FriendliAI and its Affiliates collect or generate Usage Data based on Customer’s and all Teams’ use of the Friendli Services and reserves the right to use and disclose it for any purposes related to its products or business. The Customer agrees to the foregoing information collection, generation, use, and disclosure, provided that no such collection or generation will include Customer Materials.

11. Confidential Information.

a. Definition. “Confidential Information”* means: (i) the FriendliAI IP (which is FriendliAI’s Confidential Information); (ii) the Customer Data, Customer-Provided Model Checkpoints, Model Improvements, and Customer Outputs (which is the Confidential Information of the Team Owner for the Team to which or from which such materials were submitted or generated); and (iii) any business or technical information disclosed by FriendliAI (or its Affiliates) that is marked “confidential” or “proprietary” at the time of disclosure or that a reasonable person would understand to be confidential in nature. Any Confidential Information disclosed by an Affiliate of FriendliAI is deemed to be the Confidential Information of FriendliAI.

b. Exclusions. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of or breach of these Terms by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) the receiving party rightfully obtains from a third-party without restriction on use or disclosure (except for FriendliAI’s Confidential Information that is obtained from a third-party Authorized Users).

c. Use and Disclosure Restrictions. FriendliAI will not use the Team Owner’s Confidential Information and Customer will not use FriendliAI’s Confidential Information, except as necessary for the performance of these Terms. Without limiting access to Customer’s Confidential Information that occurs within Customer’s Teams or Teams to which Customer or its Authorized Users are Team Members, each party will not disclose the other party’s Confidential Information to any third-party except to its Affiliates and those of its and their employees and subcontractors that need to know such Confidential Information for the purpose of performing under these Terms, provided that each such Affiliate, employee, and subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. Each party will use all reasonable efforts to maintain the confidentiality of all such Confidential Information in its possession or control, but in no event less than the efforts that such party ordinarily uses with respect to its own proprietary information of similar nature and importance. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; (ii) on a confidential basis to its legal or financial advisors; and (iii) on a confidential basis to present or future providers of venture capital and/or potential private investors in or acquirers of such party.

12. Representations, Warranties, & Disclaimers.

a. Customer Warranties. Customer represents and warrants that (i) it has obtained and will obtain and continue to have all necessary rights, authority, and licenses for the access to and use of the Customer Materials as contemplated by these Terms; and (ii) access to or use of the Customer Materials in accordance with these Terms (including but not limited to by FriendliAI and applicable Teams) will not violate any applicable laws or regulations (including Data Protection Laws), cause a breach of any agreement or obligations between Customer and any third-party, or infringe, misappropriate, or otherwise violate any intellectual property, privacy, publicity, or other rights of a third-party.

b. Disclaimer. THE FRIENDLIAI IP (INCLUDING THE FRIENDLI SERVICES) ARE PROVIDED ON AN “AS IS” BASIS, AND FRIENDLIAI MAKES NO WARRANTIES OR REPRESENTATIONS TO CUSTOMER, ITS AUTHORIZED USERS, OR TO ANY OTHER PARTY REGARDING THE FRIENDLIAI IP, INCLUDING THE FRIENDLI SERVICES OR ANY OTHER SERVICES PROVIDED HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FRIENDLIAI HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, FRIENDLIAI HEREBY DISCLAIMS ANY WARRANTY THAT USE OF THE FRIENDLI SERVICES WILL BE ERROR-FREE, BUG-FREE, OR UNINTERRUPTED. CUSTOMER ASSUMES SOLE RESPONSIBILITY AND LIABILITY FOR RESULTS OBTAINED FROM THE USE OF THE FRIENDLI SERVICES AND FOR CONCLUSIONS DRAWN FROM SUCH USE. FRIENDLIAI SHALL HAVE NO LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGES CAUSED BY CUSTOMER MATERIALS OR OTHER INFORMATION PROVIDED TO FRIENDLIAI IN CONNECTION WITH THE FRIENDLI SERVICES OR ANY ACTIONS TAKEN BY FRIENDLIAI AT CUSTOMER’S OR ITS TEAMS’ DIRECTION. AI MODELS AND MODEL CHECKPOINTS, ANY USE THEREOF, IMPROVEMENT THERETO, AND OUTPUT THEREFROM IS THE SOLE RESPONSIBILITY OF THE CUSTOMER AND TEAM OWNER, AND FRIENDLIAI HEREBY DISCLAIMS ANY OBLIGATION, COMMITMENT, RESPONSIBILITY, AND LIABILITY WITH RESPECT TO AI MODELS AND MODEL CHECKPOINTS, ANY IMPROVEMENT THERETO, AND ANY OUTPUT THEREFROM.

13. Indemnification.

Team Owner will defend (at the option of FriendliAI), indemnify, and hold harmless FriendliAI and its Affiliates and their officers, directors, and employees (“FriendliAI Indemnitees”) from and against damages, losses, liabilities, costs, and expenses (including attorneys’ fees) arising from or related to any third-party claim, allegation, or suit against FriendliAI Indemnitees: (i) arising from the violation, infringement, or misappropriation of Intellectual Property Rights, privacy rights, or any other rights by the Customer Materials under a Team or any portion thereof or the training, fine-tuning, or other improvement of Customer Model Checkpoints or AI Models under the Team (including but not limited to any such improvement process that occurs through the Friendli Services); (ii) that the use, provision, transmission, display or storage of Customer Materials or any portion thereof under a Team violates any applicable law, rule or regulation, including but not limited to any failure to comply with applicable laws or regulations (including Data Protection Laws) or failure to provide appropriate notices or receive appropriate consents necessary to provide the Customer Materials to FriendliAI and its Affiliates and for FriendliAI and its Affiliates to use Customer Materials to provide the Friendli Services to the Team; (iii) arising from the Team Owner’s products or services or use of the Customer Model Checkpoints by the Team; (iv) breach of these Terms by Team Owner or its Authorized Users or Team Members or use of the Friendli Services by the Team or Team Members in a manner that is not in accordance with these Terms or the Documentation, including, without limitation, any breach of the restrictions in set forth in Section 8 (Prohibitions) or Service Specific Terms, or any allegation which, if true, would be such a breach; or (v) arising from any other use of the Friendli Services under the Team.

14. Limitations of Liability.

a. Exclusion of Damages. IN NO EVENT WILL FRIENDLIAI OR ITS AFFILIATES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES OR OTHER ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE FRIENDLIAI IP, OR THE PROVISION OF THE FRIENDLI SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT FRIENDLIAI WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

b. Total Liability. IN NO EVENT WILL FRIENDLIAI’S OR ITS AFFILIATES’ TOTAL LIABILITY TO CUSTOMER, ITS AUTHORIZED USERS, OR ANY THIRD-PARTIES IN CONNECTION WITH THESE TERMS, THE FRIENDLIAI IP, OR THE PROVISION OF THE FRIENDLI SERVICES EXCEED THE FEES ACTUALLY PAID BY THE CUSTOMER TO FRIENDLIAI UNDER THESE TERMS IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, REGARDLESS OF THE NATURE OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT FRIENDLIAI WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

c. Basis of the Bargain. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 14 (LIMITATION OF LIABILITY) ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN FRIENDLIAI AND CUSTOMER, AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.

15. Term, Suspension, & Termination.

a. Term. The “Term” of these Terms commences upon Customer’s acceptance of these Terms, will continue until terminated by either party in accordance with these Terms.

b. Access Duration.

i. Customer’s access to a Friendli Subscription Service will continue until the earlier of (1) termination of these Terms or (2) expiration of the applicable Subscription Term for the Team of which Customer is a Team Owner or Team Member. A SUBSCRIPTION PERIOD FOR A FRIENDLI SUBSCRIPTION SERVICE WILL AUTOMATICALLY RENEW FOR RENEWAL PERIODS AT THE END OF THE SUBSCRIPTION PERIOD AND ANY APPLICABLE RENEWAL PERIOD, UNLESS FRIENDLIAI OR AN AUTHORIZED TEAM MEMBER PROVIDES NOTICE OF NON-RENEWAL AT LEAST THIRTY (30) DAYS PRIOR TO THE END OF THE SUBSCRIPTION PERIOD OR THEN-CURRENT RENEWAL PERIOD.
ii. Customer’s access to a Friendli Metered Service for a Team will continue until the earlier of (1) termination of these Terms or (2) termination of access to the FriendliAI Metered Service for the Team in accordance with these Terms. FriendliAI may suspend or terminate Customer’s access to and use of any Friendli Metered Service, at FriendliAI’s sole discretion, at any time: (Z) immediately upon written notice to Customer if FriendliAI will no longer provide the Friendli Metered Service to its customers or (Y) upon 180 days’ prior notice to Customer for any other reason.

c. Temporary Suspension.

i. FriendliAI may suspend Customer’s or any Authorized User’s right to access or use any portion or all of the Friendli Services immediately if FriendliAI reasonably determines: (1) Customer’s use of the Friendli Service (A) poses a security risk to the Friendli Services or any third party, (B) could adversely impact FriendliAI’s systems, any Friendli Service, or the systems of any other customer, (C) could subject FriendliAI, its Affiliates, or any third party to liability, or (D) could be fraudulent; (2) Customer, or a Team Member of a Team of which Customer is also a Team Member, is in material breach of these Terms; or (3) breach of any payment obligations under Section 9 (Fees and Payment) by the Customer or Team Owner for the Team that receives access to the Friendli Service(s). If FriendliAI suspends Customer’s right to access or use any portion or all of the Services: (Z) the applicable Team Owner will be responsible for all fees and charges incurred during the period of suspension; and (X) Team Owner will not be entitled to any service credits under the Service Level Agreements for any period of suspension.

d. Termination.

i. Each party will have the right to terminate a Friendli Service and/or these Terms if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after notice thereof. FriendliAI will also have the right to terminate a Friendli Service and/or these Terms: (Z) if any Team Member of a team for which Customer is Team Owner materially breaches these Terms and fails to cure such breach within thirty (30) days after notice thereof to the Team Owner and/or (Y) with respect any other Teams created by a Customer or Team Owner that materially breaches these Terms and fails to cure such breach within thirty (30) days after notice thereof.
ii. FriendliAI may terminate these Terms upon notice to Customer if Customer: (1) is not then-currently entitled to access any Friendli Services or (2) has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Customer’s assets, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding.

e. Effect of Termination.

i. Upon expiration or termination of Customer’s access rights to a Friendli Service: (1) the rights granted to the Friendli Service immediately terminate; (2) Customer will immediately cease all use of the Friendli Service and Customer will return or destroy, at FriendliAI’s sole option, any of FriendliAI’s Confidential Information in its possession or control that relate to such Friendli Service; (3) if the Friendli Service is a Friendli Subscription Service, Fees paid for Friendli Subscription Services are non-refundable and will not be returned, except as set forth in Section 4, and (4) if the Friendli Service is a Friendli Metered Service, the Team Owner will pay all Fees due for any use that occurs prior to termination in accordance with Section 9 (Fees & Payment).
ii. Upon expiration or termination of these Terms or your account: (1) the rights granted to the FriendliAI IP under these Terms (including but not limited to the Friendli Services) immediately terminate; (2) Customer will immediately cease all use of the FriendliAI IP and Customer will return or destroy, at FriendliAI’s sole option, all of FriendliAI’s Confidential Information in its possession or control, including permanent removal of FriendliAI’s Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in Customer’s possession or under Customer’s control, and at FriendliAI’s request, certify in writing to FriendliAI that FriendliAI’s Confidential Information has been returned or destroyed; (3) except as set forth in Section 4, Fees paid for Friendli Subscription Services are non-refundable and will not be returned, and the Team-Owner will pay all Fees due for any use of Friendli Metered Services that occurs prior to termination in accordance with Section 9 (Fees & Payment); (4) FriendliAI may delete all Customer Materials to which it has access in accordance with FriendliAI’s standard data retention policies; and (5) the following Sections will survive: 1, 2, 3, 5(a)(iii), 5(e), 6(c), 8, 9-14, 15(e), 16, and 17 of these Terms, and 1.5, 1.6. 1.7, 1.8, and 2.5 of Exhibit 1 to these Terms.
iii. YOU UNDERSTAND AND ACKNOWLEDGE THAT, UNLESS REQUIRED BY APPLICABLE LAW OR EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU WILL NOT BE ENTITLED TO RECEIVE ANY REFUND OR CREDIT FOR ANY CANCELLATION, SUSPENSION, OR TERMINATION OF YOUR ACCOUNT OR THE FRIENDLI SERVICES, NOR FOR ANY UNUSED TIME ON YOUR SUBSCRIPTION, ANY PRE-PAYMENTS MADE IN CONNECTION WITH YOUR SUBSCRIPTION, ANY USAGE OR SUBSCRIPTION FEES FOR FRIENDLI SERVICE OR PORTION THEREOF, NOR ANYTHING ELSE. REFUNDS OR CREDITS MAY BE GRANTED AT OUR SOLE OPTION AND IN OUR SOLE DISCRETION.

16. Dispute Resolution.

a. Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Friendli Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. Customer and FriendliAI agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that Customer and FriendliAI are each waiving the right to a trial by jury or to participate in a class action. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. This arbitration provision shall survive termination of these Terms.

b. Exceptions and Opt-out. As limited exceptions to Section 16(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. If Customer is an individual and not a business entity, Customer has the right to opt out of the requirement of binding arbitration within 30 days of the date Customer first accepted these Terms by emailing legal@friendli.ai. To be effective, the opt-out notice must include Customer’s name, mailing address, and email address. The notice must also clearly indicate Customer’s intent to opt out of binding arbitration in order to be valid.

c. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

d. Location. If an in-person hearing is required, the hearing will take place in San Francisco, CA, unless the Customer is an individual and the arbitrator determines that this would pose a hardship for Customer, in which case the location for any in-person hearing will be determined by the applicable AAA Rules.

e. Arbitration Costs. If Customer is an individual, payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law. If Customer is a business or other legal entity, payment of all filing, administration and arbitrator fees will be governed by the AAA Rules.

f. Injunctive and Declaratory Relief. Except as provided in Section 16(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

g. Class Action Waiver. CUSTOMER AND FRIENDLIAI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

h. Effect of Changes on Arbitration. Notwithstanding the provisions of Section 4(a) (Changes to Terms) above, if FriendliAI changes any of the terms of this Section 16 (Dispute Resolution) after the date you most recently accepted these Terms, you may reject any such change by sending us written notice (including by email to legal@friendli.ai) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of FriendliAI’s notice to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and FriendliAI in accordance with the terms of this Section 16 (Dispute Resolution) as of the date you most recently accepted these Terms.

i. Severability. With the exception of any of the provisions in Section 16(g) of these Terms (Class Action Waiver), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

17. General.

a. Entire Agreement. Unless you have entered into a Customer Agreement with FriendliAI, these Terms (including the Friendli Service Level Agreement, Friendli Data Processing Agreement, and all exhibits herein) constitute the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter.

b. Notices. All notices required or permitted under these Terms will be to the other party’s e-mail address or through the Product Management Console. The e-mail Customer submits during the registration process will be Customer’s notice e-mail, and FriendliAI’s notice e-mail will be legal@friendli.ai for notices oriented to breach, termination, non-renewal, indemnification, and/or any disputes and support@friendli.ai for any other notices. The date of receipt will be deemed the date on which such notice is transmitted. Either party may change its addresses for notices under these Terms by giving notice to the other party by the means specified in this Section.

c. Waiver. Either party’s failure to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of these Terms will be effective unless it is in writing and signed by the party granting the waiver.

d. Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the parties, and the remaining provisions of these Terms will remain in full force and effect.

e. Governing Law; Jurisdiction. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 16 (Dispute Resolution) the exclusive jurisdiction for all Disputes (defined below) that you and FriendliAI are not required to arbitrate will be the state and federal courts located in San Francisco County, and you and FriendliAI each waive any objection to jurisdiction and venue in such courts.

f. Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without FriendliAI’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. FriendliAI may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

g. Equitable Relief. Each party agrees that a breach or threatened breach by such party of any of its obligations under Section 8 (Prohibitions), Section 11 (Confidentiality), and any restrictions set forth in the Service Specific Terms would cause the other party irreparable harm and significant damages for which there may be no adequate remedy under law and that, in the event of such breach or threatened breach, the other party will have the right to seek immediate equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

h. Force Majeure. Neither party will be responsible for any failure or delay in the performance of its obligations under these Terms (except for any payment obligations) due to causes beyond its reasonable control, which may include, without limitation, pandemics, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, communications failure or degradation, material changes in law, war, terrorism, riot, or acts of God or governmental action.

i. Subcontracting. FriendliAI may use subcontractors in connection with the performance of its own obligations hereunder as it deems appropriate.

j. Export Regulation. Customer will comply with all applicable federal laws, regulations and rules that prohibit or restrict the export or re-export of the Friendli Services and any Customer Materials, outside the United States (“Export Rules”), and will complete all undertakings required by Export Rules, including obtaining any necessary export license or other governmental approval.

k. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing in these Terms shall be construed to establish any partnership, joint venture, or agency relationship between the parties. Neither party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other party’s prior written consent.

l. No Third-Party Beneficiaries. No provision of these Terms is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties and their respective successors and assigns.

18. Definitions.

a. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with FriendliAI, now or anytime in the future, and “control” means having ownership of more than fifty percent (50%) of the equity securities entitled to vote for the election of directors (or, in the case of an entity that is not a corporation, for the election of the corresponding managing authority).

b. “AI Model” means any tool or system that uses data-driven learning to perform tasks and/or improve its performance, which includes artificial intelligence and machine learning algorithms, models, and systems.

c. “Authorized User” means (i) an employee or contractor of Customer that Customer has authorized to use the Friendli Services and (ii) Team Members that Customer has invited to join a Team created by Customer.

d. “Compatible AI Models” means the specific AI Models that are identified as Compatible AI Models in the Documentation.

e. “Customer Data” means all information, data, content, documents, files, prompts, and other materials, that are submitted, posted, transmitted or otherwise provided by Customer, but excluding, for clarity, any information, data, content or materials owned or controlled by FriendliAI and made available through or in connection with the Friendli Services. Customer Data includes but is not limited to information, data, content, documents, files, and other materials: (i) submitted directly to the FriendliAI Services through the Team, (ii) submitted to the FriendliAI Services through the Customer’s products and services, (iii) that that Customer processes through the Friendli Container Service, and (iv) that the FriendliAI Services retrieves on a Team’s behalf from third-party platforms pursuant to a Team Member’s request (Weights & Biases is a non-limiting example).

f. “Customer Materials” means the Customer Data, Customer Model Checkpoints, Model Improvements, and Customer Outputs.

g. “Customer Model Checkpoints” means any (i) Customer-Provided Model Checkpoints used with the Friendli Services and (ii) third-party Model Checkpoint(s) that a Team Member selects from the Model Checkpoint Catalog and uses with the Friendli Services (excluding Friendli Model Optimizations).

h. “Customer Model Optimizations” means any improvement, enhancement, or modification made by FriendliAI to a Customer-Provided Model Checkpoint that improves the efficiency of, or reduces the cost of deploying or using, the Customer-Provided Model Checkpoint, but excluding the underlying Model Checkpoint. The process of creating a Customer Model Optimization may incorporate the use of Customer Data.

i. “Customer Outputs” means any and all outputs generated by executing Customer Model Checkpoints.

j. “Customer-Provided Model Checkpoint” means any Model Checkpoint that is submitted by Customer through a Team.

k. “Data Processing Agreement” means the data processing agreement set forth at https://friendli.ai/dpa.

l. “Documentation” means the then-current standard user documentation for the applicable Friendli Service that FriendliAI makes available at https://friendli.ai/docs, as such materials are updated by FriendliAI from time to time. m. “Endpoint” means a network location within a Friendli Endpoints Service to which Customer Data is sent to receive inference-driven Customer Outputs generated by Customer Model Checkpoints.

n. “Fees” means the fees for the applicable Friendli Service, as presented when a Team Member engages in the Product Purchase Process and as otherwise presented through the Product Management Console.

o. “FriendliAI IP” means the Friendli Suite, Friendli Services, Friendli Model Optimizations, FriendliAI’s Confidential Information, Documentation, the software and technology used to provide the Friendli Services, all improvements, modifications or enhancements to, or derivative works of, any of the foregoing, and all Intellectual Property Rights in and to any of the foregoing. FriendliAI IP excludes any third-party Model Checkpoint(s) made available through the Model Checkpoint Catalog.

p. “Friendli API Documentation” means the documentation and instructions made available by FriendliAI to Customer to create the integrations pursuant to Section 1.4 (Integrations) of the Service Specific Terms for Friendli Endpoint Services.

q. “Friendli Container Service” means FriendliAI’s container inference serving system specialized in running generative AI models that is downloaded by Customer and used within Customer’s internal environment, as further described on the Site

r. “Friendli Dedicated Endpoint Service” means the Dedicated Endpoints Services that FriendliAI provides through the Friendli Suite, as described on the Site.

s. “Friendli Endpoints Services” means the Friendli Dedicated Endpoints Service and Friendli Serverless Endpoints Service.

t. “Friendli Metered Service” means a Friendli Service for which payment is based on use of the Friendli Service (e.g., qty of GPU, duration of GPU, tokens processed, data processed), as described when Customer engages in the Product Purchase Process.

u. “Friendli Model Optimization” means any improvement, enhancement, or modification made by FriendliAI to a third-party Model Checkpoint that improves the efficiency of, or reduces the cost of deploying or using, the third-party Model Checkpoint, but excluding the underlying Model Checkpoint.

v. “Friendli On-Demand Endpoints Services” means access to Friendli Endpoints Services requested by a Team Member (i) for which a subscription is unavailable or (ii) that are beyond the scope the Team’s subscription to the applicable Friendli Endpoints Services.

w. “Friendli Serverless Endpoint Service” means the Serverless Endpoints Services that FriendliAI makes available through the Friendli Suite, as described on the Site.

x. “Friendli Suite” means the FriendliAI platform that is made available through the Site that enables you to elect and access the Friendli Services and elect your access level for such Friendli Services (e.g., basic, pro, enterprise, etc.).

y. “Friendli Services” the Site, Product Management Console, and Friendli Dedicated Endpoints Services, Friendli Serverless Endpoints Services, Friendli Container Service, and any other services available through the Friendli Suite.

z. “Friendli Subscription Services” means a Friendli Service for which access and payment obligations are based on a Subscription Term, as described when a Team Member engages in the Product Purchase Process.

aa. “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, trademarks, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.

bb. “Metering Server” means the servers operated by FriendliAI or its Affiliates for (1) user authentication for the Friendli Container Service, (2) authorization to check whether the user has an authority to start a new Friendli Container Service, (3) receiving heartbeats from running Friendli Container Services to track usage, and (4) collecting Usage Data based on Customer’s use of the Friendli Container Service.

cc. “Model Checkpoint” means the file(s) that applies specific parameter values to an AI Model.

dd. “Model Checkpoint Catalog” means the catalog made available by FriendliAI of third-party Model Checkpoints and certain Friendli Model Optimizations thereof, which can be elected and accessed by a Team through the Friendli Endpoints Services.

ee. “Model Improvement” means any improvement, enhancement, or modification to a Customer Model Checkpoint that (i) results from a Team’s use of a Friendli Endpoints Service and (ii) improves the intelligence or quality of the Customer Model Checkpoint.

ff. “Person” means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity.

gg. “Product Management Console” means the website at https://suite.friendli.ai from which Customer can select Friendli Services and engage in the Product Purchase Process.

hh. “Product Purchase Process” means the process in which an authorized Team Member elects a plan for Friendli Services, select Friendli Services, and/or engages configuration and other selections for a Friendli Service.

ii. “Renewal Period” means a renewal period for a Friendli Subscription Service that is of same duration as the Subscription Period.

jj. “Service Level Agreement” means FriendliAI’s service level agreement set forth at https://friendli.ai/service which is incorporated by reference into and made a part of these Terms.

kk. “Site” means FriendliAI website located at https://friendli.ai that provides access to the Friendli Suite and information regarding the Friendli Services.

ll. “Subscription Period” the initial duration of authorized access to a Friendli Subscription Service that is presented during the Product Purchase Process for such Friendli Subscription Service.

mm. “Subscription Term” means the Subscription Period and any applicable Renewal Periods.

nn. “Team” means a shared workspace that can be accessed and shared by the Team Owner and other Team Members to enable collaboration within a workspace.

oo. “Team Member” means the Team Owner and any other User Accounts that the Team Owner invites to join the Team.

pp. “Team Owner” means the User Account that creates the applicable Team and the Customer and Responsible Entity that created such User Account.

qq. “Team Resources” means the Customer Data, Customer-Provided Model Checkpoints, Model Improvements, Customer Output, and other materials that are submitted to, selected within, or generated under a Team.

rr. “Third-Party Infrastructure Vendors” means hosting service providers and AI accelerator technology providers (including but not limited to GPU vendors).

ss. “Usage Data” means: (A) logging or statistical data (including performance and accuracy data) obtained or generated during the Customer’s use of the Friendli Service, the (virtual) machine on which the Friendli Service is used, GPU type, virtual machine type, start time, end time, etc.), meta-information of the model (number of layers, number of attentional heads, head size, vocabulary size, maximum length, etc.), the timestamps of each inference request received, the timestamps of responses sent for each inference request, meta information for the inference requests (input token counts, negative input token counts, decoding options, denoising options, etc.), meta information for the responses (output token counts, output image size, etc.), and crash dump and (B) additionally, for Friendli Endpoint Services, any other data or other information that is collected or derived from Customer’s and/or its Authorized Users’ use of a Friendli Endpoints Service, including, without limitation, any usage data or trends with respect to the Friendli Endpoints Service (including but not limited to deployment identifier, IP address, host name, K8S pod name, GPU ID, etc.). For clarity Usage Data does not include Customer Materials.

EXHIBIT 1 – FRIENDLI SERVICE SPECIFIC TERMS

Friendli Endpoints Services

The terms within Section 1 of this Exhibit 1 are only applicable to Customers that receive access to Friendli Endpoints Services.
1. Customer Materials. Customer and the applicable Team Owner hereby grant to FriendliAI and its Affiliates a non-exclusive, worldwide, royalty-free right and license, during the Term of these Terms, to use, host, reproduce, display, perform, distribute, modify and make derivative works of the Customer Materials solely for the purpose of providing the Friendli Endpoints Services to Customer and the Team(s) for which Customer Materials are submitted or generated, including but not limited to: (i) providing Friendli Endpoints Services to Teams for which Customer (including its Authorized Users) is a Team Member or Team Owner; and (ii) creating Model Improvements and Customer Model Optimizations on behalf of Customer and any Team for which Customer (including its Authorized Users) is a Team Member.
2. Service Levels. Subject to the terms and conditions of these Terms, FriendliAI will use commercially reasonable efforts to make the Friendli Endpoints Services available on behalf of the Team Owner in accordance with the service levels set forth in the Service Level Agreement. FriendliAI makes this commitment only to Team Owners, and no customers, User Accounts, or any other end-user that is not the applicable Team Owner will receive the benefit of the Service Level Agreement. Team Owner acknowledges and agrees that: (i) the Service Level Agreement does not apply to use of the Friendli Endpoints Services with any AI Model that is not a Compatible AI Model, or any disruption arising from Console Integrations, Training Integrations, or Third-Party Infrastructure Vendors; and (ii) the service levels are performance targets only and remedies for any failure of FriendliAI to meet any service level shall be exclusively limited to the remedies set forth in the Service Level Agreement.
3. Integrations. Customer and Teams may access the Product Management Console through APIs or CLIs (“Console Integrations”). Customer may also use the Friendli API Documentation to create integrations between Customer’s, Team Owner’s, and/or other third-parties’ server technology and the Friendli Endpoint Services that provide inference functionality (the “Inference Integration”) and/or fine-tuning functionality (the “Training Integration”). FriendliAI hereby grants Customer, during the Term, a limited, non-exclusive, royalty-free, non-sublicensable, non-transferable license to use the Friendli API Documentation solely to the extent necessary for Customer to create and maintain Inference Integrations and Training Integrations. Any Console Integrations and Training Integrations are the sole responsibility of the Team Owner. The Service Level Agreement and performance warranties hereunder do not apply with respect to any issues arising from Console Integrations or Training Integrations, AND FRIENDLIAI HEREBY DISCLAIMS ANY RESPONSIBILITY AND LIABILITY REGARDING CONSOLE INTEGRATIONS AND TRAINING INTEGRATIONS. The Service Level Agreement will apply to Inference Integrations, unless any failure or non-conformance arises from a failure to comply with the Friendli API Documentations.
4. On-Demand Endpoint Services. FriendliAI does not guarantee that Friendli On-Demand Endpoint Services will be available to Customers. Authorized Team Members can request access to Friendli On-Demand Endpoint Services on behalf of a Team through the Product Management Console and FriendliAI will provide such access if GPU capacity is available to fulfill such request. Customer and the applicable Team Owner acknowledge and agree that: (i) FriendliAI is not obligated to make Friendli On-Demand Endpoint Services available unless and until FriendliAI confirms the GPU capacity is available for the Friendli On-Demand Endpoint Services; and (ii) the Service Level Agreement does not apply for Friendli On-Demand Endpoint Services unless and until FriendliAI confirms the GPU capacity is available for the Friendli On-Demand Endpoint Services.
5. Model Checkpoints & Outputs.
  
  a. Customer and Team Owner understand and agree that: (i) FriendliAI may receive, from its other customers or other third-parties, Model Checkpoints that are the same or similar to the Customer Model Checkpoints, and that nothing in these Terms restricts FriendliAI from receiving, accessing, or using any such Model Checkpoints from, or on behalf of, third-parties or its other customers or for any other purpose; and (ii) due to the nature of artificial intelligence and machine learning technology, Customer Outputs and other computational results may not be unique across Customers and Model Checkpoints may generate the same or similar results across Customers.
  
  b. To the extent FriendliAI makes Customer Model Checkpoints or Friendli Optimizations available (e.g., through the Model Checkpoint Catalog), it is doing so only for the convenience and at the direction of Customer and the applicable Team Owner. The Friendli Endpoint Services do not include any Model Checkpoints (including but not limited to Customer Model Checkpoints), AI Models, or any optimizations or improvements to Model Checkpoints or AI Models, and FriendliAI’s obligations hereunder, including but not limited to its service, warranty, and indemnity commitments, do not apply to any Model Checkpoints, AI Models, or any optimizations or improvements thereto. Customer and the applicable Team Owner will comply with any and all: (i) terms that govern the access to, use, improvement, and optimization of Model Checkpoints and AI Models by Customer or otherwise within a Team of which Customer is a Team Member; and (ii) laws and regulations with respect to the use and access of Model Checkpoints and AI Models (and improvements and optimizations thereto) by Customer or otherwise within a Team of which Customer is a Team Member and all activities and processes related to Model Improvements.
6. Model Optimizations. Customer and Team Owner acknowledge and agree that that any use or access to Friendli Model Optimizations or Customer Model Optimization apart from the Friendli Endpoints Services is prohibited.
7. Data Security & Data Privacy. The parties’ agreement with respect to their respective data protection and data security obligations is set forth in the Data Processing Agreement, which is incorporated by reference into and made a part of these Terms.
8. Third-Party Services & Infrastructure Vendors.
  
  a. Certain features and functionalities within the Friendli Endpoint Services may allow Customer, its Authorized Users, and Teams to interface or interact with, access, and/or use third-party services, products, technology, platforms and content (collectively, “Third-Party Services”) through the Friendli Endpoint Services. Customer and Team Owner hereby acknowledge and agree that (i) FriendliAI does not provide any aspect of the Third-Party Services and is not responsible for the Third-Party Services, any data, content, or documents accessed through the Third-Party Services, or any compatibility issues, errors or bugs in the Friendli Endpoint Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto; and (ii) Customer and Team Owner are solely responsible for maintaining the Third-Party Services and obtaining any associated licenses, authorizations, and consents necessary for Customer, Teams, or FriendliAI (if applicable) to use the Third-Party Services in connection with the Friendli Endpoints Services.
  
  b. Third-Party Infrastructure Vendors. FRIENDLIAI AND ITS AFFILIATES SHALL NOT BE LIABLE OR RESPONSIBLE FOR (I) THE ACTS OR OMISSIONS OF THIRD-PARTY INFRASTRUCTURE VENDORS OR (II) THE FUNCTIONALITY, LEGALITY, OR AVAILABILITY OF THE PRODUCTS, SERVICES, OR TECHNOLOGIES OF THIRD-PARTY INFRASTRUCTURE VENDORS, UNLESS IT HAS BEEN FINALLY ADJUDICATED THAT THE DAMAGES OR LIABLITY ARISE DIRECTLY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF FRIENDLIAI.

Friendli Container Services

The terms within this Section 2 of this Exhibit 1 are only applicable to Customers that receive access to the Friendli Container Service.
1. Authorization. Subject to Customer’s compliance with these Terms, FriendliAI authorizes Customer to access the Friendli Container Service on a nonexclusive and non-transferable basis during the applicable Subscription Term solely to: (a) use the Friendli Container Service only for Customer’s internal use with Customer’s products or services in accordance with all restrictions and requirements set forth during the Product Purchase Process; and (b) to reproduce the Friendli Container Service only for purposes of receiving the access described in Section 2.1(a), provided that Customer reproduces on it all copyright and other proprietary notices that are on the original copy of the Friendli Container Service
2. Additional Restrictions. Customer will not:
  a. use the Container Service in an environment that does not utilize the Customer’s internal network or VPN or within a cloud environment to which Customer does not have exclusive access; or
  b. disconnect, disrupt, disable, or otherwise restrict access to the Metering Server.
3. Usage Data. To enable FriendliAI to support and maintain the Friendli Services, and without expanding the authorization under Section 2.1 of this Exhibit 1, Customer will provide: (i) information regarding the environment in which the Friendli Container Service will be used, input values, and other relevant details for bug fix purposes; (ii) the type of new models, characteristics of workloads, specific input examples, and other relevant details when using new models; and (iii) information related to the use of new (virtual) machines, cloud vendors, and/or GPUs.
4. Metering Server. The Customer shall ensure that the Friendli Container Service is constantly connected to the Metering Server. The Customer acknowledges and agrees that if the connection to the Metering Server has been disrupted for more than twenty-four (24) hours, the operation of the Friendli Container Service shall be automatically suspended, and FriendliAI shall not be liable for any damages incurred by the Customer due to such suspension.
5. Verification and Audit. During an applicable Subscription Term and for one (1) year thereafter, upon at least thirty (30) days prior written notice, FriendliAI may audit Customer’s use of the Friendli Container Service to ensure that Customer is in compliance with these Terms. Customer will provide FriendliAI with access to the relevant Customer records and facilities. If an audit reveals that Customer has underpaid fees to FriendliAI during the period audited, then, as FriendliAI’s non-exclusive remedy, FriendliAI will invoice Customer and Customer will promptly pay FriendliAI, for such underpaid fees based on FriendliAI’s price list in effect at the time the audit is completed. If the underpaid fees exceed five percent (5%) of the Fees paid by Customer for the Friendli Container Service, then Customer will also pay FriendliAI’s reasonable costs of conducting the audit.

Exhibit 2 – Authorized Use Policy

Customer agrees that it will not access or use, or process data or other materials through, the Friendli Services in any manner, or provide products or services enabled by the Friendli Services, that:

Facilitates or results in any action or use, or generates any content, that infringes, misappropriates, or otherwise violates any third-party rights, including but not limited to the outputs or results of Customer’s products or services and the training process for Customer’s products or services.
promotes, solicits or generates, inappropriate, harassing, abusive, profane, hateful, defamatory, libelous, threatening, violent, obscene, indecent, vulgar, fraudulent, or otherwise objectionable or unlawful content or activities.
Violates law, regulations, or others’ rights, or promotes, generates, contributes to, encourages, plans, incites, or furthers illegal or unlawful activity or content.
Engages in, promote, incite, or facilitate the harassment, abuse, threatening, or bullying of individuals or groups of individuals.
constitutes or promotes child sexual exploitation or abuse or which constitutes unlawful pornography
Sends unsolicited bulk e-mail, junk mail, spam or chain letters.
Collects, processes, discloses, generates, or infers health, demographic, or other personal or private information about individuals without rights and consents required by applicable laws.
Transmits false or misleading identifying information, including "spoofing" or "phishing";
Results in the unauthorized or unlicensed practice of any profession including, but not limited to, financial, legal, medical/health, or related professional practices.
Promotes, incites, facilitates, or assists in the planning or development of activities that present a risk of death or bodily harm to individuals or property or environmental damage, including the following:
a. Military, warfare, nuclear industries or applications, espionage, use for materials or activities that are subject to the International Traffic Arms Regulations (ITAR) maintained by the United States Department of State;
b. Guns and illegal weapons (including weapon development);
c. Illegal drugs and regulated/controlled substances; or
d. Operation of critical infrastructure, transportation technologies, or heavy machinery.
Violates the security, integrity, or availability of any user, network, computer or communications system, software application, or network or computing device;
Performs or discloses any performance or vulnerability testing, network discovery, port and service identification, vulnerability scanning, password cracking or remote access testing.

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