Terms of Use

Last Updated: January 2, 2025

Contextual AI, Inc. (“Contextual” or “we”) offers access to certain of our Services (defined below) pursuant to these Terms of Use (“Terms”). By agreeing to these Terms and/or accessing and using our Services, you are acknowledging and agreeing that (a) you understand, accept and agree to be bound by these Terms, and (b) if you are agreeing to these Terms on behalf of an entity, group or organization, you have the right, power and authority to bind such entity, group or organization to these Terms. As used in these Terms, “Customer” or “you” means the person agreeing to these Terms and any entity, group or organization on whose behalf such person is agreeing to these Terms.

Structure. If Customer and Contextual have entered into a separate written agreement pertaining to Customer’s use of the Services then such other written agreement will govern and supersede these Terms. The details of any Services that you order under these Terms will be set forth on an electronic or written order form entered into by Contextual and you that references these Terms (“Order Form”). Each Order Form constitutes Customer’s binding commitment to purchase the items described on such Order Form. Each Order Form is incorporated into this Agreement by reference. These Terms incorporate the Contextual Privacy Policy, the Contextual Usage Policy and the Contextual Data Processing Agreement (collectively, the “Contextual Policies”). The Services may include services, features or functionality provided by third parties (each a “Third-Party Component”). Third-Party Components require that you agree to additional terms, conditions or restrictions (“Third-Party OS Licenses”) in order to use such services. The Third-Party OS Licenses are set forth on Appendix 1 to these Terms and by agreeing to these terms, you are also agreeing to the Third-Party OS Licenses which are incorporated herein by reference.
Services We Provide.
1. Access. Pursuant to these Terms and during the Term (defined below), we grant you a non-exclusive, non-transferable, non-sublicensable, worldwide right to access and use the online services (and associated software, APIs, tools and documentation) that are referenced on the Order Form or that we otherwise make available to you, including access to our API documentation, the ability to create datastores and applications (“Customer Applications”) and to make Customer Applications available to third parties, and other functionality (collectively, the “Services”). You are responsible for all actions of users who access and use the Services through your account and users of your Customer Applications (each a “User”).
2. Ownership. Subject to the licenses we grant to you under these Terms and your rights to Customer Data (defined below), we and our licensors retain all right, title and interest in and to the Services. All rights not expressly granted by Contextual under this Agreement are reserved.
3. Restrictions. Except as expressly permitted hereunder, Customer and its Users will not, and will not authorize any third party to, directly or indirectly: (i) sublicense, distribute, or otherwise commercially exploit or make the Services available to, or use the Services for the benefit of, any third party; (ii) use, distribute or make available Customer Applications except through the Services; (iii) use the Services or Customer Applications in a manner that violates any applicable law, these Terms or the Contextual Policies, or infringes, misappropriates or otherwise violates the intellectual property, privacy or other rights of any third party; (iv) use the Services, Customer Applications, Outputs, or any component or derivative thereof to develop or commercialize any product or service that is competitive with the Services or to train any third party AI Technologies (defined below) or fine-tune models made available through the Services; or (v) reverse assemble, reverse compile, decompile, adapt, hack, engage in model extraction, or otherwise attempt to discover the source code, algorithms, logic or other components of the Service (except to the extent the foregoing restrictions are not permitted under applicable law); (vi) modify or create derivative works of the Services; or (vii) remove or obscure any proprietary notices within the Services.
4. Beta Services. We may, in our sole discretion, make certain features or functionality of the Services available in a pre-production release, beta or evaluation format (“Beta Services”). You are not required to use any Beta Services and they are made available AS-IS. You and your Users assume all risk associated with your use of Beta Services.
5. Feedback. You or your Users may provide feedback (including suggestions or comments for enhancements, functionality, or usability) (“Feedback”) to us regarding the Services. You hereby grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable (directly and indirectly through multiple tiers), transferable right and license to copy, display, distribute, perform, modify, and otherwise use and exploit such Feedback, or subject matter thereof, in any way and without limitation.
Data And Customer Application Rights.
1. Customer Data.
  1. Through the Services and your Customer Applications you and Users may upload or provide access to certain datasets and information (“Datasets”) and make queries and submissions (“Inputs”) to generate responses and outputs (“Outputs”) based on the Datasets. Collectively, we refer to the Datasets, Inputs and Outputs as “Customer Data”. You, your Users and your permitted licensors own all right, title and interest in and to the Customer Data.
  2. You are responsible for the accuracy, comprehensiveness and relevance of all Customer Data. While you shall have the right to determine which Customer Data you want to permit Users to use in connection with Services, you will not use the Services to transmit or upload any Customer Data that violates these Terms or our Contextual Policies.
  3. You grant to Contextual a limited, worldwide, non-exclusive, royalty-free, non-transferable and non-sublicensable right to process, copy, perform, display, create derivative works of and otherwise use the Customer Data solely to (1) perform our obligations under these Terms including to generate Outputs and (2) improve the Services. You will ensure that you possess all rights necessary to permit Contextual to exercise the foregoing license and neither you nor your Users will upload or transmit the Customer Data for which you do not possess such rights. Contextual will not comingle Customer Data with data or content of any third party and will not use any Customer Data to develop, improve, train or fine-tune the Services except for the sole benefit of Customer.
2. Usage Data. Contextual may collect and use data that is derived from your and your Users’ use of the Services and Customer Applications (“Usage Data”) for Contextual’s own internal business and product development purposes. Customer Data is not Usage Data. Contextual may only disclose Usage Data in an anonymous, aggregated format that in no way identifies Customer or any User.
3. Customer Applications. You and your Users may access and use Customer Applications through the Services and during the Term. All Customer Applications must comply with these Terms and the Contextual Policies. You are responsible for establishing any terms and conditions that apply to Users who access and use Customer Applications; provided that in no event shall such terms and conditions conflict with these Terms or impose any liability on Contextual. The rights to any Customer Data transmitted through Customer Applications are set forth in Section 3(a) above. We will not make use of your Customer Application except as expressly permitted under these Terms and to make the Customer Application available to you and your Users. Upon expiration or termination of the Term you will have no further rights to the Customer Applications.
Security and Data Protection.
1. Security.
  1. We shall ensure that our security infrastructure and internal procedures are consistent with the industry standards for virus protection, firewalls and intrusion prevention and are designed to prevent unauthorized access to the Services, Customer Applications, and Customer Data and the underlying systems, network, servers and applications. We shall maintain appropriate administrative, physical and technical safeguards for the protection of the security, confidentiality and integrity of the Services, Customer Applications, and Customer Data while in our control.
  2. You and your Users are responsible for maintaining the security and confidentiality of login credentials and access to Your account. You are responsible for ensuring that your development of any Customer Applications does not result in any security vulnerabilities in the Services.
2. Data Protection. If the Customer Data includes any personally identifiable information or personal data (collectively, “PII”) then you represent and warrant that you have complied and will continue to comply with all applicable laws (including data protection laws) pertaining to the collection, processing, use and transmission of the PII and have obtained all necessary consents and authorizations necessary for Contextual to process the PII in connection with providing you the Services. The terms of our Data Protection Agreement will apply to our processing of PII.
Confidentiality.
1. Definition of Confidential Information. Each undersigned party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has or may disclose or make available non-public information relating to the Disclosing Party, its business, or its operations which is designated as confidential when disclosed or which Receiving Party should reasonably understand is confidential of the Disclosing Party (“Confidential Information”).
2. Protection of Confidential Information. The Receiving Party agrees (i) to hold the Disclosing Party’s Confidential Information in strict confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to divulge any such Confidential Information or any information derived therefrom to any third person, except its own employees, officers, directors, agents and advisors (collectively, “Representatives”) who have a need to know for the purposes contemplated herein and who are subject to binding obligations of confidentiality with respect thereto, and (iii) not to use the Disclosing Party’s Confidential Information except to perform its obligations and exercise its rights under these Terms. Any breach of these Terms by a Representative of the Receiving Party is deemed a breach by the Receiving Party.
3. Exceptions. The foregoing shall not apply with respect to any information that the Receiving Party can document (i) is or becomes (through no improper action or inaction by the Receiving Party generally available to the public, (ii) was in its possession or known by it without restriction prior to receipt from the Disclosing Party, (iii) was rightfully disclosed to it by a third party without restriction, or (iv) was independently developed without access to or use of any Confidential Information of the Disclosing Party. The Receiving Party may make disclosures required by law or court order provided, to the extent legally permissible, the Receiving Party uses diligent reasonable efforts to notify the Disclosing Party of such requirement and works with the Disclosing Party in good faith to prevent or limit disclosure.
Fees and Payments. You will pay Contextual the fees set forth on the relevant Order Form (“Fees”). All Fees shall be paid in U.S. dollars. Fees are non-refundable and non-cancelable. Fees may be subscription-based, flat fees and/or usage-based. If applicable, you authorize us and our payment processors to charge the payment method designated on your account for the Fees. Fees are exclusive of any taxes that we are legally required to charge in connection with the Services. Additional terms pertaining to the Fees will be set forth on the relevant Order Form.
Term and Termination.
1. Term. These Terms will become effective upon your acceptance and agreement to Terms (whether online or in writing, including by way of executing an Order Form) and continue until terminated as set forth below (“Term”). If you acquire rights to access and use the Services pursuant to a subscription (as described on the Order Form), the subscription cannot be terminated early and will automatically renew for the same duration as the original subscription term unless you or Contextual notifies the other party of its desire to not renew prior to the end of the then-current subscription term.
2. Termination. These Terms will automatically terminate if and when your rights to use the Services have expired or if there are no Order Forms in existence. Either party may terminate these Terms (i) upon written notice to the other party if such other party materially breaches these Terms or Order Form and fails to cure such breach within fourteen (14) days of receipt of written notice thereof; provided that such cure period shall be five (5) days in the event of any material breach of Section 1 or 6; (ii) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings; (iii) upon the other party’s making an assignment for the benefit of creditors; or (iv) upon the other party’s dissolution or ceasing to do business.
3. Effect. Upon expiration or termination of these Terms for any reason, (i) we will terminate all Customer Data and Customer Applications after thirty (30) days, and (ii) each of our rights and obligations will terminate except that Sections 2(b), 2(e), 3(b), 5, 6, 7(c), 8(c), 8(d), 10 and 11 will survive.
Warranties, Disclaimers and Indemnification.
1. By Contextual. Contextual represents and warrants that the Services (exclusive of Third-Party Components) will be free of material defects and will generally operate in accordance with its documentation. As Customer’s sole remedy for any breach of the foregoing warranty, we will use commercially reasonable efforts to modify the Services or correct errors in Services.
2. By Customer. You represent and warrant that (i) you will use the Services solely as permitted hereunder and (ii) the Customer Data and Customer Applications will not (1) infringe, misappropriate, or otherwise violate the intellectual property, privacy or other rights of any third party or (2) violate any applicable law.
3. Disclaimer of Other Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 8, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATION, WARRANTY, OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE. CONTEXTUAL MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT DEFECTS WILL BE CORRECTED. Contextual makes no warranties or guarantees with respect to Third-Party Components.
4. Disclaimer Regarding AI Technology. Customer acknowledges and agrees that, in addition to the limitations and restrictions set forth in these Terms, there are numerous limitations that apply with respect to advanced technologies such as artificial intelligence, machine learning systems, and similar technology and features including large language models (“AI Technology”) contained within the Services, the Customer Applications and the Outputs, including that (i) the Outputs may contain errors or misleading information and may not be accurate or reliable; (ii) AI Technology can perpetuate biases that are present in the data used to train them; and (iii) AI Technology can struggle with complex tasks that require reasoning, judgment, and decision-making. You and your Users will use independent judgment and discretion before relying on or otherwise using Output from the Services including whether human review is appropriate or desirable before sharing or using any Output.
Indemnification.
1. By Contextual. Contextual agrees to defend and indemnify Customer for any damages finally awarded by a court of competent jurisdiction and any settlement amounts payable to any third party to the extent pertaining to a claim that the Services, including training data used in connection therewith, infringe, misappropriate, or otherwise violate the intellectual property rights of any third party. The foregoing indemnification obligation shall not apply to any claim that arises from (1) any use of the Services with products, services, content or materials not provided or made available by Contextual; (2) any modifications or changes to the Services (including model fine-tuning) not made by or at the direction of Contextual; (3) Customer Data, Customer Applications or Third Party Components; or (4) any use the Services in violation of these Terms or the Contextual Policies. If any portion of the indemnified Services become (or Contextual reasonably determines might become) the subject of a claim for which indemnification is provided above and Contextual cannot remedy such claim in a commercially practical manner, Contextual may terminate Customer’s use of such portion of the Services and provide to Customer a pro-rata refund of any pre-paid Fees.
2. By Customer. Customer agrees to defend, indemnify and hold Contextual harmless from any losses, damages, or other liabilities (including reasonable attorneys’ fees) pertaining to or arising from a claim (1) that the Customer Data or Customer Applications infringe, misappropriate, or otherwise violate the intellectual property rights of any third party or (2) that Customer’s use of the Services, Customer Data or Customer Applications violates any applicable law.
3. Process. The indemnification obligations of each party above (each the “Indemnifying Party”) are conditioned on the party seeking indemnification (each the “Indemnified Party”) providing prompt notice to the Indemnifying Party. The failure to deliver such notice, however, shall not release Indemnifying Party from its indemnification obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure. At the Indemnifying Party’s cost and expense: (1) Indemnifying Party shall immediately take control of the defense of the claim; and (2) the Indemnified Party shall cooperate with the Indemnifying Party (and its attorneys) in the defense of such claim. Neither party shall enter into a settlement of such claim that does not include a full release of the other party or involves a remedy other than the payment of money, without the other party’s written consent, whose consent shall not unreasonably be withheld or delayed.
Limitations of Liability.
1. No Consequential Damages. EXCEPT FOR BREACHES OF SECTIONS 2 OR 5 AND EACH PARTY’S INDEMNIFICATION OBLIGATIONS, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY KIND (INCLUDING LOSS OF PROFITS, BUSINESS OR GOODWILL) ARISING FROM THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. Liability Cap. THE AGGREGATE LIABILITY OF CONTEXTUAL UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY.
3. Other Terms. In no event will Contextual be liable for any Beta Services or any Third-Party Component.
Miscellaneous.
1. Governing Law; Dispute Resolution.
  1. These Terms shall be governed and construed in accordance with the laws of the State of California applicable to contracts entered into and fully performed therein. Any and all controversies, claims or disputes arising out of or related to these Terms or the interpretation, performance or breach thereof, including, but not limited to, alleged violations of state or federal statutory or common law rights or duties, and the determination of the scope or applicability of this agreement to arbitrate (“Dispute”), except as otherwise set forth below, shall be resolved according to the following procedures which shall constitute the sole dispute resolution mechanism hereunder:
    1. In the event that the parties are unable to resolve any Dispute informally, then such Dispute shall be submitted to final and binding arbitration except to the extent related to either party seeking injunctive relief. The arbitration shall be initiated and conducted according to either the JAMS Streamlined (for claims under $250,000) or the JAMS Comprehensive (for claims over $250,000) Arbitration Rules and Procedures, except as modified herein, including the Optional Appeal Procedure, at the San Francisco office of JAMS, or its successor (“JAMS”) in effect at the time the request for arbitration is made (the “Arbitration Rules”). The arbitration shall be conducted in San Francisco in accordance with the Arbitration Rules. The arbitrators shall follow California law and the Federal Rules of Evidence in adjudicating the Dispute. The arbitrators shall have no power to issue any award that is contrary to or inconsistent with any applicable statute, case law or constitutional law, nor shall they have any power to modify, change or excuse performance of any material term of these Terms. The parties waive the right to seek punitive damages and the arbitrators shall have no authority to award such damages and such relief shall not be recoverable by any other process or in any other proceeding.
    2. The arbitrators will provide a detailed written statement of decision, which will be part of the arbitration award and admissible in any judicial proceeding to confirm, correct or vacate the award. If either party refuses to perform any or all of its obligations under the final arbitration award (following appeal, if applicable) within thirty (30) days of such award being rendered, then the other party may enforce the final award in any court of competent jurisdiction in San Francisco, California. The party initiating the claim will be responsible for costs of arbitration. Each party shall remain responsible for its own attorneys’ fees.
  2. These Terms are entered into solely in the English language, and if for any reason any other language version is prepared by any party, it shall be solely for convenience and shall have no force or effect and the English version shall govern and control in all respects. All proceedings related to these Terms shall be conducted in the English language. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed and shall not apply to these Terms.
  3. If any part of this Section 11(a) is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative arbitration, this Section 11(a) will be unenforceable in its entirety. Nothing in this section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of that claim from the arbitrator.
2. Relationship of Parties. The parties hereto are independent contractors as to each other and nothing in the Terms shall give rise to a partnership, joint venture, or other relationship between the parties. Neither party is authorized to make commitments on behalf of or otherwise bind the other party without the prior written consent of that party.
3. Notices. If we provide you a notice under these Terms, we may do so by delivering a notification to your account or sending an email to the email address on your account. If you provide a notice to Contextual under these Terms, you must deliver it in writing either by hand, registered or certified mail, email (with receipt of acknowledgment), or courier (including overnight delivery or other express mail delivery service (all delivery charges pre-paid)) to our headquarters and to the attention of Legal Department.
4. Entire Agreement. These Terms include all documents and policies referenced herein and collectively they set forth the entire understanding and agreement of the parties, and supersedes any and all prior or contemporaneous oral or written agreements or understandings between the parties.We may update these Terms or our policies by providing you with reasonable notice, including by posting the update on our website. Your continued use of the Services after an update goes into effect will constitute acceptance of the update. If you do not agree with an update, you may stop using the Services.
5. Assignment. Each party (“Assigning Party”) may not, in whole nor in part, assign, transfer, sell, sublicense or otherwise dispose of any of its rights or obligations under these Terms, whether by operation of law or otherwise, to any third-party, without the prior written consent of the other party. Notwithstanding the foregoing, the Assigning Party may assign, without prior written consent, its rights and obligations hereunder to a successor in interest by reason of merger, acquisition, or consolidation or sale or other disposition of all or substantially all of the stock, assets or business of the Assigning Party relating to that portion of the business to which these Terms pertains; provided further that with respect to any assignment to a successor in interest, (a) such assignment includes all rights and obligations under these Terms, and (b) such successor in interest has agreed in writing as of such assignment to be bound by the terms of these Terms.
6. Force Majeure. Other than for the payment of Fees, neither party shall be responsible for any delay in performance or failure to meet its respective obligations under these Terms that is caused, directly or indirectly, by any event beyond the such party’s reasonable control including, but not limited to, fire, flood, explosion, earthquake, strike, embargo, act of terrorism, war, general labor disputes or other act of God (collectively, “Force Majeure”). A party impacted by a Force Majeure shall notify the other party promptly, take reasonable steps to mitigate the impact of the Force Majeure, and recommence performance as soon as reasonably practical after the cessation of the Force Majeure.
7. Severability. If any provision of these Terms shall be held by a court of competent jurisdiction to be contrary to any law, the remaining provisions shall remain in full force and effect as if such provision never existed.
8. Waiver and Amendments. No waiver, amendment, alteration or modification of any provision of these Terms shall be effective unless authorized signatories of both parties consent to it in a writing that references these Terms. No failure or delay by either party in exercising any rights, powers, or remedies under these Terms shall operate as a waiver of any such right, power, or remedy.

Appendix 1

Third-Party OS Licenses

https://www.llama.com/llama3_1/license/

https://ai.google.dev/gemma/terms

https://huggingface.co/Qwen/Qwen2.5-VL-72B-Instruct/blob/main/LICENSE

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TERMS OF USE