Last Update: November 24, 2025

Welcome to Replicate! These Terms of Service are a legally binding agreement between Replicate, Inc., a Delaware corporation (“Replicate”,“we”, or “our” as applicable) and you (“Customer”, “you” or “your” as applicable). Any mention of “you” or “Customer” in these Terms shall either mean you, the end user in your personal capacity who is utilizing the Services (as defined), or in case you are acting as a duly authorized Representative (as defined) of an entity, the reference shall mean such entity. “Party” means Replicate or Customer, as applicable, and “Parties” means Replicate and Customer collectively.

By accessing or using the Services, you represent and warrant that: (a) you are at least 18 years of age or over the age of majority in the jurisdiction where you are a resident or citizen; and (b) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If an end user is under 18, you as a parent consent to their such use of the Services, and you take on the liability as if you were the end user.

PLEASE READ THESE TERMS CAREFULLY AS THEY ARE A LEGAL BINDING CONTRACT BETWEEN THE PARTIES:

BY CLICKING “I ACCEPT”, OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING REPLICATE’S PRIVACY POLICY, ACCEPTABLE USE POLICY, COMMUNITY GUIDELINES, AND ADDITIONAL TERMS (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE.

THESE TERMS CONTAIN CERTAIN DISCLAIMERS LIMITING REPLICATE LIABILITY AND ADDRESS DISPUTE RESOLUTION - PARTIES WILL ONLY RESOLVE DISPUTES THROUGH INDIVIDUAL ARBITRATION PROCEEDINGS AND FOREGO ABILITY TO LITIGATE IN COURT, WHETHER INDIVIDUALLY OR AS PART OF A CLASS ACTION.

In addition to these Terms, please review our Privacy Policy which forms part of the terms and conditions which apply to you by reference – it states how we access and use your information.

1. DEFINITIONS.

“Acceptable Use Policy” means Replicate’s standard acceptable use policy, currently available at https://replicate.com/acceptable-use-policy.

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

“Additional Terms” means additional supplemental terms that apply to certain Models or contemplated uses, currently available at https://replicate.com/acceptable-use-policy.

“Affiliate” of a Party means any other party that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. The term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

“Authorized User” means each person authorized by Customer to use the Services.

“Content” means commands, code, Models, text, data, articles, images, photographs, graphics, software, applications, packages, designs, features, and other digital materials.

“Customer Data” means Customer Inputs and Outputs. For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Customer.

“Customer Derivative Model” means a Model which has been fine-tuned through the Services on a Foundation Model with Inputs.

“Community Guidelines” means Replicate’s standard community guidelines, currently available at https://replicate.com/community-guidelines.

“Documentation” means any manuals, instructions, or other documents or materials that the Replicate provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services, including any aspect of the operation, use, or support thereof, or any Third-Party Offering.

“Fees” means the amounts Customer is obligated to pay Replicate in connection with use of its Services.

“Foundation Model” means a Model which is provided by a third party, including any Marketplace Model or Community Model, whether or not pretrained by Replicate or which is proprietary to Replicate.

“Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby; or (b) prevent Customer from accessing or using the Services as intended by these Terms.

“Inputs” means Content that is uploaded to be processed through the Services.

“Intellectual Property Rights” means patents, patent applications, inventions, and discoveries (whether patentable or unpatentable), copyrights and copyrightable works, moral rights, trademarks, service marks, trade names, domain name rights, know-how and other trade secret rights, rights in software, databases, artificial intelligence and AI algorithms, and all other intellectual property rights and similar forms of protection throughout the world.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

“Community Model” means a Model created by Customer or a third-party Model that Customer makes publicly available on the Services or Website.

“Login Credentials” means any user-name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify Customer or an Authorized User’s identity and authorization to access and use the Services.

“Losses” means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Model” means a trained, packaged, and published software program that accepts Inputs and returns Outputs.

“Marketplace Model” means a third-party Model that is hosted and provisioned by a third-party provider and is made available through the Services.

“Output” means the Content generated by the Services based on Customer’s Inputs, which shall include, as applicable, Customer Derivative Model.

“Privacy Policy” means Replicate’s Privacy Policy which sets out Replicate’s approach to use and protection of data obtained through the Services.

“Resultant Data” means data and information related to Customer's use of the Services that is aggregated and anonymized, including to compile statistical and performance information related to the provision and operation of the Services.

“Representatives” means employees, officers, directors, consultants, agents, or independent contractors.

“Services” means the hosted software platform provided on a SaaS basis giving Customers ability, for the applicable Fee, to run Models in the cloud using Replicate API or Replicate’s Website interface.

“Third-Party Offering” means any materials and information, in any form or medium, including any open-source Models, including Community Models, Marketplace Models, or Foundation Models as offered by third parties and available through our Website or services, or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Replicate.

“Third Party Terms” means terms and conditions applicable to a Customer’s use of the Third-Party Offering(s).

“Website” means, in respect of Replicate, www.replicate.com and all its subdomains.

2. SERVICES

2.1 Use Rights.

Replicate hereby grants Customer a non-exclusive, non-transferable, revocable, non-sublicensable right to access and use the Services and Documentation solely for use in accordance with the terms and conditions set out in these Terms and on our Website. The Services are only available to Customers who can form legally binding contracts under Law. You are not eligible to be a Customer either directly or indirectly if you are barred from using the Services under the Laws of the United States or any other applicable jurisdiction, including pursuant to Section 12.8 (Compliance with Laws and Export Regulations) in these Terms.

2.2 Features and Benefits.

(a) Among other benefits of our Services, you can access and run Models which are either private (proprietary to Customer or Replicate) or public open-sourced Models that may be found on platforms such as GitHub or Hugging Face as further set out on the Website (see our disclaimers in Section 8 regarding Models). You can create Customer Derivative Models or build and publish custom Models from scratch. For more information on how Models are built on Replicate, what tools we use, how you can deploy Models and other useful information for your use of our Services, please refer to our Website.

(b) In addition to using the Models, Customers can obtain more control over how they run a Model by allowing deployments of a Model (“Deployments”) on the Services which allow Customer to: roll out new versions of a Model without having to edit code; auto-scale Models to handle extra load and scale to zero when Models are not being used, saving cost; keep instances always on to avoid cold boots; customize what hardware the Models runs on; monitor whether instances are setting up, idle, or processing predictions; monitor the predictions that are flowing through the Model; and also limit the maximum number of instances the Deployment can use to limit Customer’s maximum spend, or set a minimum to keep some instances warm and ready for predictions.

(c) You can try featured models out on Replicate for free, but some features are only available to customers with billing set up. See Section 4 for clauses related to fees.

(d) Our Website Documentation includes guidance documents and weekly bulletins that are available on our Website subject to the rights granted under these Terms or as explicitly set out on the Website.We grant you a sublicensable, non-transferable, revocable, fully paid up license to use the foregoing solely for your and your Representatives’ non-commercial purposes. 

2.3 Account Set-Up.

(a) To use our Services, you must sign on to Replicate using your GitHub account (“Account”) using your applicable GitHub login credentials.

(b) You are responsible for maintaining the confidentiality of your Account and Login Credentials, including but not limited to the restriction of access to your computer and/or Account. You are responsible for any and all activities or actions that occur under your Account and/or Login Credentials, whether your password is with our Service or a third-party service. You must notify us immediately at support@replicate.com upon becoming aware of any actual or potential breach of security or unauthorized use of your Account or Login Credentials. You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene, subject to our discretion.

(c) Replicate may suspend, terminate, or otherwise deny Customer's or any Authorized User's access to or use of all or any part of the Services, without incurring any resulting obligation or liability, if: (a) Replicate receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Replicate to do so; or (b) Replicate believes, in its discretion, that: (i) Customer has failed to comply with any material term of these Terms, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under these Terms or in any manner that does not comply with any Documentation; or (ii) Customer is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services. This Section 2.3 does not limit any of Replicate's other rights or remedies, whether at Law, in equity, or under these Terms.

2.4 Subscriptions

Some parts of the Services are billed on a subscription basis with automatically recuring payments for periodic charges (“Subscription(s)”). The “Subscription Billing Date” is the date when you purchase your first Subscription to the Services. The Subscription will begin on the Subscription Billing Date and continue for the subscription period that you select on your Account (such period, the “Initial Subscription Period”), and will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each such renewal period, each a “Subscription Period”) unless you cancel the Subscription or we terminate it. If you activate a Subscription, then you authorize Replicate or its Payment Processors to periodically charge, on a going-forward basis and until cancellation of the Subscription, all accrued sums on or before the payment due date. Your account will be charged automatically on the Subscription Billing Date and thereafter on the renewal date of your Subscription for all applicable fees and taxes for the next Subscription Period. You must cancel your Subscription before it renews in order to avoid billing of the next periodic Subscription Period to your account. Replicate or its third-party payment processor will bill the periodic Subscription fee to the payment method associated with your Account or that you otherwise provide to us. You may cancel the Subscription by contacting us at support@replicate.com. Your cancellation must be received before the renewal date in order to avoid charge for the next subscription period.

No Guarantees on Benefits or Fees.

We are committed to providing a good customer experience, but we do not promise that we will keep each and every Model that you may see on our Website on any particular day nor do we provide any assurance on the processing rates for a Model. We may in our sole discretion and at any time, modify fees for any Subscriptions we offer for any part of our Service. Any Subscription fee change will become effective upon the next renewal Subscription Period. Replicate will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective. You may also receive access to certain features that we are trying out in beta. All Services are subject to our disclaimers. Your continued use of Service after a Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

2.5 Third-Party Offerings.

We may provide information about or access to Third-Party Offerings, or enable you to use Third-Party Offerings within the Services. You agree to do so at your own risk and subject to all our disclaimers set out in these Terms. Third-Party Offerings may be subject to additional terms and conditions, including license restrictions and Additional Terms (“Third-Party Terms”). You agree to review any applicable Additional Terms before using any Model available on the Service. You agree to fully comply with Third-Party Terms applicable to your use of the Services, including all Additional Terms and licenses associated with the Models that you choose to use through the Services. You acknowledge that the Services rely on, interoperate with, or otherwise utilize or leverage Third-Party Offerings. These Third-Party Offerings are beyond our control and their operation may impact, or be impacted by, the use and reliability of the Services. You acknowledge that (i) the use and availability of the Services is dependent on Third-Party Offering service providers and (ii) these Third-Party Offerings may not operate reliably 100% of the time, which may impact the way that the Services operate. You are solely responsible for complying with all Third Party Terms and Replicate is not, and will not be deemed to be, a party to any separate Third Party Terms, all of which are exclusively between you and the applicable Third-Party Offering service provider(s). Marketplace Models are not provided by Replicate and Replicate does not control and has no liability for any Marketplace Models, including their security, functionality, operation, availability, or interoperability with the Services or how the Marketplace Models use your Content. Use of any Marketplace Models is subject to the Third-Party Terms applicable to such Marketplace Models. Before using any Marketplace Models, you should review and ensure you comply with such Third-Party Terms. You are responsible for your compliance with such Third-Party Terms and Replicate has no responsibility for any interruptions to the Services caused by your violation of such Third-Party Terms.

2.6 Availability and Support.

(a) Customer acknowledges that Replicate is continuously introducing new functions and benefits which may result in unavailability of the Services or downtime. Replicate reserves the right, in its sole discretion, to make any changes to the Services at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Changes may include modifications to: (a) maintain or enhance: (i) the quality or delivery of Services; (ii) the competitive strength of or market for the Services; or (iii) the Services’ cost efficiency or performance; or (b) to comply with Law. Replicate will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. Replicate may suspend or disable access to a Marketplace Model through the Services at any time for any reason.

(b) Customers may receive support via our support center (chat and email) found online at https://replicate.com/support or by contacting support@replicate.com or connecting with us through Discord or X. Please note that whenever you use such third party channels, you will be subject to the third-party provider’s Third-Party Terms.

2.7 Acceptable and Restricted Use.

(a) Customer shall use the Services exclusively for the purposes authorized in these Terms and in compliance with all Laws and our policies including the Community Guidelines and the Acceptable Use Policy. Customer is fully responsible for Customer’s and Customer’s Authorized Users’, use of the Services, including the provision or generation of Content that is in violation of any Laws.

(b) Any breach of these Terms, including by Customer’ Authorized Users and Representatives shall be, for the purposes of these Terms, a breach by Customer. . 

(c) Customer shall not, and shall not permit any other person to:

i. violate any of the Third-Party Terms (including license terms);

ii. share or disclose Login Credentials to anyone other than the specific Authorized User for which the Login Credentials were generated;

iii. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;

iv. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part;

v. bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User through the use of his or her own then valid Login Credentials;

vi. input, upload, transmit, or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;

vii. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, in whole or in part;

viii. remove, delete, alter, or obscure any trademarks, specifications, documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any portion of the Services, including any copy thereof;

ix. access or use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party or that violates any Laws; or

x. otherwise access or use the Services beyond the scope of the authorization granted under these Terms.

(d) Customer shall not, and shall not permit any other Authorized User to, access or use the Services and Outputs:

i. to violate Laws or others’ rights (including but not limited to, intellectual property and data privacy rights), nor promote, contribute to, encourage, facilitate, plan, incite, or further anyone else’s violation of the law or others’ rights;

ii. to commit, promote, contribute to, facilitate, encourage, plan, incite, or further any of the following:

a. violence, terrorism or generation of hateful content that discriminates or threatens a protected group of people (whether based on gender, ethnicity, sexual identity or orientation, or religion, among others);

b. exploitation or harm to children, including the solicitation, creation, acquisition, or dissemination of child exploitative content; or

c. encouragement or instructions related to self-harm; 

iii. to promote human trafficking, exploitation, and sexual violence;

iv. to harass, abuse, threaten, stalk, or bully individuals or groups of individuals;

v. to create non-consensual nudity or illegal pornographic content;

vi. to create and disseminate extreme gore such as images involving bodily destruction, mutilation, torture or animal abuse;

vii. to discriminate in the provision of employment, employment benefits, credit, housing, other economic benefits, or other essential goods and services on the basis of race, color, caste, religion, sex (including pregnancy, sexual orientation, or gender identity), national origin, age, disability, or genetic information (including family medical history) except as may be required by Law;

viii. to create malicious code, malware, computer viruses or engage in any activity that could disable, overburden, interfere with or impair the proper working, integrity, operation or appearance of a website or computer system;

ix. for purposes of or for the performance of:

a. fully automated decision-making, including profiling, with respect to an individual or group of individuals which produces legal effects concerning such individual(s) or similarly significantly affects such individual(s);

b. systematic or automated scraping, mining, extraction, or harvesting of personally identifiable data, or similar activity, from the output of any part of the Services except with respect to data that end users have provided as input to the Services and which end users are legally entitled to process, for so long as end users retain such entitlement;

c. development, improvement, or manufacture of any weapons of mass destruction (such as nuclear, chemical, or biological weapons), weapons of war (such as missiles or landmines), or any gain of function-related activities with respect to any pathogens;

d. mission critical applications or systems where best industry practices require fail-safe controls or performance, including operation of nuclear facilities, aircraft navigation, electrical grids, communication systems, water treatment facilities, air traffic control, life support, weapons systems, or emergency locator or other emergency services;

x. to intentionally deceive or mislead others, including by:

a. generating, promoting, or furthering fraud or the creation or promotion of disinformation;

b. generating, promoting, or furthering defamatory content, including the creation of defamatory statements, images, or other content;

c. generating, promoting, or further distributing spam;

d. impersonating another individual without consent, authorization, or legal right;

e. representing or misleading people into believing that the use of the Services or outputs are human-generated;

f. generating or facilitating false online engagement, including fake reviews and other means of fake online engagement;

g. generating or facilitating large-scale disinformation campaigns; or

h. generating political advertisements, propaganda, or influence campaigns;

xi. in a manner that fails to appropriately disclose to end users any known dangers of applicable AI system or misrepresent or mislead with respect to its abilities.

3. CUSTOMER RESPONSIBILITIES.

3.1 Customer Controls.

You have exclusive control and responsibility for determining who is an Authorized User, how much to spend in respect of the Services, and what Customer Data is submitted on your behalf into the Services as Inputs. Replicate disclaims any and all liability in connection with Customer Data or Community Models. You are solely responsible for your Content, Community Models, and Customer Data and the consequences of providing them via the Service. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Replicate to collect, access, use, disclose, transfer, transform, transmit, store, host, or otherwise process Customer Data, Community Models, and other Content made available by Customer or its Authorized Users without violating or infringing Laws, third-party rights, including Intellectual Property Rights, or terms or policies that apply to the Customer Data, Community Models, or Content. Customer is responsible for the legality of all Inputs, and compliance of Authorized Users with the terms and conditions of these Terms and all applicable Third-Party Terms. You must review and agree to comply with such Third-Party Terms, including the applicable Model licenses referenced on the Model page on Replicate as well as any applicable Additional Terms.

4. FEES AND PAYMENT.

(a) You may be charged fees for your use of the Services and for your use of Marketplace Models. We may in our sole discretion and at any time, modify Subscription fees for any subscriptions we offer for any part of our Service. Any Subscription fee change will become effective at the end of the then-current Subscription Period. Replicate will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective. You may also receive access to certain features that we are trying out in beta. All Services are subject to our disclaimers. Your continued use of Service after Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount. You can find your current usage and manage your billing settings on your Account.

4.2 Billing.

Customer will be required to set up billing by providing an accepted payment method, including but not limited to credit card, debit card or bank transfer (collectively, “Payment Method”) and authorizing us to charge Customer for their use of our Services or a Marketplace Model. Customer hereby authorizes Replicate (or its payment processor) to charge Customer’s designated Payment Method for any amounts owed pursuant to this Agreement. We offer two billing models: (1) Payment in Arrears and (2) Prepaid Credit. Your Account or other parts of the user interface of the Services will indicate which billing model applies to your use of the Services.

(a) Payment in Arrears Billing Model.

(i) If your Account or other parts of the user interface of the Services specifies the “Payment in Arrears” billing model, at the beginning of each month, we will charge the Payment Method on file for the Services (including your use of a Marketplace Model) you used in the month prior.

(ii) To the extent indicated in your Account or other parts of the user interface of the Services, you may have the option to purchase the Prepaid Balance (as defined below) in which case the terms related thereto set forth in Section 4.2(c) shall apply to you.

Prepaid Credit Billing Model.

(iii) If your Account or other parts of the user interface of the Services specifies the “Prepaid Credit” billing model, Customer will be required to prepay an amount of its choosing (“Prepaid Balance”) via the Payment Method in Customer’s Account. The Prepaid Balance will be applied against fees incurred by Customer based on its actual usage of the Services or Marketplace Models. All fees for Customer’s usage of the Services or Marketplace Models shall be debited from the Prepaid Balance as they accrue. Customer may view its current balance and usage in its Account. Prepaid Credits: (a) do not constitute or confer upon you any personal property right; (b) are not redeemable, refundable, or exchangeable for any sum of money or monetary value (except where required by law); and (c) are not legal tender or currency, have no equivalent value in fiat currency, and are not a substitute for fiat currency. Prepaid Credits are non-transferable and may be used only in connection with the applicable Service(s) or Marketplace Models for which they were issued. We may offer promotional Prepaid Credits free of charge as part of a promotional program rather than for purchase and such Prepaid Credits will not be applied against any sales, use, gross receipts, or similar transaction based taxes that may be applicable to you. All sales of Prepaid Credits are final.

(iv) Customer may elect to enable an auto-reload feature within its Account settings. If enabled, Customer may specify threshold and top-up parameters (e.g., “if balance falls below $100, reload to $150”), and Replicate or its Payment Processor is authorized to automatically charge Customer’s designated Payment Method in accordance with such instructions. Customer remains responsible for ensuring that Payment Method information is accurate and up to date, and that sufficient funds are available for successful reloading. Replicate shall not be liable for any service disruption resulting from a failed auto-reload.

(v) Each payment to fund the Prepaid Balance will expire at the end of twelfth (12th) month after the date of payment if not fully used. Upon expiration, any unused amounts will be forfeited and will not be refunded or credited to Customer. It is Customer’s responsibility to monitor its usage and ensure timely application of funds.

(vi) If Customer’s usage results in charges that exceed the Prepaid Balance (such excess, the “Overage”), such Overage shall be invoiced to Customer at the beginning of the following calendar month and shall be payable via the Payment Method on file. Replicate or its Payment Processor is authorized to charge Customer’s Payment Method for any Overage.

(vii) If the Prepaid Balance is depleted and Customer does not replenish it or fails to pay the Overage when due, Replicate reserves the right to suspend Customer’s access to the Services, in whole or in part, without liability, until payment is received or the Prepaid Balance is restored.

(viii) All Prepaid Balances are non-refundable, except as otherwise required by law or as expressly set forth in this Agreement.

(b) We have certain billing policies to prevent fraudulent use of our Services. For instance, if your usage exceeds certain thresholds for the first time, or after you change your payment method, we may charge you prior to the month end for your usage in such month. Any early charges will show up as a credit on your invoice when it is issued.

(c) Any disputes regarding fees charged by Replicate pursuant these Terms must be brought by Customer within the greater of: (a) 30 days following the payment due date; or (b) the number of days following the payment due date permitted under applicable Law.

(d) Our billing practices may change from time to time. We will always update our Website in respect of any such change. For details on our billing practices for the use of Models, please review: Billing.

4.3 Taxes.

All Fees and other amounts payable by Customer are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer to Replicate, other than any taxes imposed on Replicate’s income.

4.4 Payment Processing.

Replicate may utilize third-party payment processors (“Payment Processors”) to facilitate transactions for the Services (including for Marketplace Models). By using the Service and making payments, Customer agrees to be bound by the terms and conditions and privacy policies of the applicable Payment Processor. Customer acknowledges and understands that the Payment Processor may collect and process certain information from Customer, including but not limited to Customer’s payment information, billing address, and transaction history, in accordance with their privacy policy. This information is collected and processed by the Payment Processor for the purpose of facilitating payment transactions and preventing fraud. To the fullest extent permitted by applicable Law, Replicate shall not be liable for any errors, omissions, or security breaches related to the Payment Processor’s services or the Payment Processor’s use of Customer’s information. Any disputes related to the processing of any payments you make should be addressed directly with the Payment Processor in accordance with their terms of service. Replicate may use Stripe, Inc. (“Stripe”) as our Payment Processor (https://stripe.com). For specific details regarding Stripe’s services, please refer to the following links: Stripe services agreement: https://stripe.com/legal/consumer and Stripe privacy policy: https://stripe.com/privacy. Customer understands that the Payment Processor may modify its services and terms and conditions at any time. Replicate is not responsible for any changes made by the Payment Processor that may affect Customer’s use of the Services. Replicate reserves the right to change our Payment Processor at any time.

4.5 Late Payment.

If Customer fails to make any payment when due then, in addition to all other remedies that may be available, Replicate may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under Law, and Customer shall reimburse Replicate for all reasonable costs incurred by Replicate in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees. If such failure continues for 30 days following written notice thereof, Replicate may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer or any other person by reason of such suspension.

4.6 No Deductions or Setoffs.

All amounts payable to Replicate by Customer shall be paid in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason.

5. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP.

5.1 Customer Data.

As between Customer and Replicate, Customer owns and will continue to own all rights, title, and interest, including all Intellectual Property Rights, in and to its applicable Customer Data, and nothing set out under these Terms shall in any way transfer any right in a Customer Data to any other entity. Subject to rights granted us under Section 5.2, to the extent needed to ensure the foregoing, Replicate hereby grants to you all right, title and interest, if any, in and to Output, including your use of Output for commercial purposes such as sale or publication, subject to any Third Party Terms (as determined by the Models you use to generate the Output) which may apply to such Output.

5.2 Consent to Use Customer Data.

Customer hereby grants Replicate a worldwide, non-exclusive, non-sublicensable (except for the purposes of making the Marketplace Models available to Customer and for purposes of the provision of the Services), royalty-free, license to use, publish, reproduce, copy, store, host, transmit, modify, process, make available, create derivative works of, and display its Customer Data to the extent necessary to provide the Output, train and generate Customer Derivative Models, provide the Services under these Terms, and create and compile Resultant Data. If you decide to share a Community Model on our Website or through the Services, in addition to the license above, you grant (i) Replicate the right to process and redistribute the Community Model and share the resulting Output to each end user of the Service (“User”); and (ii) each User a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to access and use the Community Model through our Services. If you upload a Community Model, you represent and warrant that you have all necessary rights to grant the licenses in this Section 5.2 with respect to such Community Model. Replicate may remove your Community Models at any time for any reason.

Any Community Model you download, access, or use from us or another User, is at your own risk and subject to these Terms and/or the terms accompanying such Community Model.

5.3 Replicate Services.

As between Customer and Replicate, Replicate and its licensors own, and reserve all rights, title, and interest, including all Intellectual Property Rights, in and to (i) the Services, (ii) any Resultant Data; (iii) Feedback; and (iv) any related technology, templates, formats, interfaces, and dashboards, including any modifications or improvements to the foregoing.

5.4 Feedback.

If you, your Affiliate, or your Authorized Users choose to provide input, suggestions, comments, or ideas regarding the Service (“Feedback”), you hereby assign to Replicate all right, title, and interest in and to such Feedback. Replicate may, without any obligation, incorporate, use, commercialize and distribute in any manner, including, without limitation, as part of the Services such Feedback without any attribution, payment or other obligation to Customer, its Affiliates, or its Authorized Users.

5.5 Use of Resultant Data.

Notwithstanding anything to the contrary, Replicate and its licensors shall have the right to collect and analyze Resultant Data and other information relating to the provision, use and performance of various aspects of the Services (in whole or in part) and related systems and technologies, and Replicate and its licensors will be free (during and after the term hereof) to (i) use such Resultant Data to improve and enhance the Services and additional Replicate products (in whole or in part) and for other development, diagnostic and corrective purposes in connection with the Services (in whole or in part), and (ii) utilize any such Resultant Data for any legal purpose in conformance with Replicate’s Privacy Policy.

6. DMCA/Copyright Policy.

6.1 Respect of Third Party Rights.

Replicate respects copyright law and expects you to do the same. We have a policy that includes the removal of any infringing material from the Services and for the termination, in appropriate circumstances, of users of our Services who are repeat infringers. Replicate accepts and processes valid reports in accordance with requirements specified in the DMCA, 17 U.S.C. 512. If you believe that anything on our Services infringe a copyright that you own or control, you may send us a compliant DMCA takedown notice to our Copyright Agent at legal@replicate.com.

7. REPRESENTATIONS AND WARRANTIES.

7.1 Representations and Warranties.

Each Customer, if an entity, represents and warrants:

(a) It is duly organized, validly existing, and in good standing as a corporation or other entity under the Law of the jurisdiction of its incorporation or other organization;

(b) It has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under these Terms, including in respect of its Affiliates as contemplated hereunder; and

(c) The execution of any usage of cost-incurring Services by its representative has been duly authorized by all necessary corporate or organizational action of Customer.

7.2 Additional Customer Representations, Warranties, and Covenants.

Customer represents, warrants, and covenants to Replicate that:

(a) It has all rights, licenses, permission, power and authority that are necessary to utilize and share the applicable Inputs in association with its use of the Services;

(b) Neither the Customer Data or Customer’s Community Model(s), nor the use, storage or provision of the Customer Data or Customer’s Community Model(s) on or through the Services, will infringe, misappropriate or violate any third-parties’ Intellectual Property Rights, the Third Party Terms, or other rights of a Party, including rights of publicity, privacy or confidentiality;

(c) Customer’s use and provision of the Customer Data or Customer’s Community Model(s) will not breach any agreement between it and a third party or violate any Laws; and

(d) Customer will not breach these Terms.

8. DISCLAIMER.

Please review our disclaimers in detail to understand the scope of your responsibility and your need to do appropriate due diligence in respect of the Services.

8.1 General Warranties. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING ANY COMMUNITY MODELS OR MARKETPLACE MODELS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND REPLICATE AND ITS LICENSORS DO NOT MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER IN CONNECTION WITH THE SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR AGAINST HIDDEN DEFECTS, TO THE FULLEST EXTENT PERMITTED BY LAW.

8.2 Service Levels. REPLICATE AND ITS LICENSORS DISCLAIM ANY REQUIREMENT OR WARRANTY THAT THE SERVICES OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, INCLUDING ANY COMMUNITY MODELS OR MARKETPLACE MODELS WILL BE RELIABLE, UNINTERRUPTED, FREE OF HARMFUL CODE, ACCORDING TO EXPECTATIONS, ERROR FREE, OR THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

8.3 Compliance and Infringement. THE PARTIES ACKNOWLEDGE THAT THE SERVICES UTILIZE THIRD-PARTY OFFERINGS THAT REPLICATE HAS NO CONTROL OVER, AND ASSUMES NO RESPONSIBILITY FOR THE CONTENT, PRIVACY POLICIES, OR PRACTICES OF ANY THIRD PARTY WEB SITES OR SERVICES. THIRD-PARTY OFFERINGS MAY NOT BE WARRANTED IN ANY MANNER BY SUCH THIRD PARTIES AND THE DEVELOPMENT OF THE THIRD-PARTY OFFERINGS MAY HAVE INFRINGED RIGHTS OF PARTIES, OR MAY HAVE UTILIZED MATERIALS SUBJECT TO COPYRIGHT WITHOUT EXPRESS CONSENT BY THE COPYRIGHT HOLDERS IN JURISDICTIONS WHERE SUCH CONSENT REQUIREMENTS WERE REQUIRED. REPLICATE DISCLAIMS THAT ANY THIRD PARTY OFFERINGS OR OTHER THIRD PARTY MATERIAL SHALL BE IN COMPLIANCE WITH LAWS. REPLICATE ENCOURAGES ITS CUSTOMERS TO ENSURE THAT OUTPUT GENERATED BY THE SERVICES ARE IN FACT NOT SUBJECT TO THIRD PARTY COPYRIGHT RIGHTS, BY HUMAN REVIEW IF NECESSARY, AS MODELS ARE CAPABLE OF GENERATING CONTENT WHICH MAY INCLUDE COPYRIGHTED MATERIALS.

THE PARTIES FURTHER ACKNOWLEDGE THAT AREAS OF LAW WHICH APPLY TO THE SERVICES ARE EVOLVING RAPIDLY IN VARIOUS JURISDICTIONS. REPLICATE’S COMPLIANCE WITH LAWS IN ONE JURISDICTION MAY NOT NECESSARILY RESULT IN COMPLIANCE IN ALL JURISDICTIONS.

8.4 Reliance. REPLICATE FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM REPLICATE OR ITS EMPLOYEES OR CONTRACTORS, INCLUDING GUIDANCE PROVIDED IN THE DOCUMENTATION, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

8.5 Monitoring. REPLICATE DOES NOT MONITOR OR POLICE DOCUMENTS, CUSTOMER DATA, AND OTHER INFORMATION ENTERED INTO THE SERVICES, OR OUTPUTS GENERATED BY THIRD-PARTY MODELS.

8.6 Inappropriate Output. THE SERVICES ARE CAPABLE OF GENERATING SOME CONTENT THAT IS INAPPROPRIATE, OFFENSIVE, ILLEGAL IN CERTAIN JURISDICTIONS, SUGGESTIVE, PORNOGRAPHIC, LASCIVIOUS, VIOLENT, GRAPHIC, OR RELATED TO FETISHES AND /OR NOT SUITABLE FOR CHILDREN. REPLICATE DOES NOT CONDONE OR IN ANY WAY ENCOURAGE SUCH CONTENT CREATION. REPLICATE DOES NOT MONITOR THE CREATION OF SUCH OR ANY CONTENT SPECIFICALLY FOR UNACCEPTABILITY AND CUSTOMER ACKNOWLEDGES THAT ALL CONTENT OUTPUT BY SERVICES AND THIRD-PARTY OFFERINGS DUE TO CUSTOMER’S USE IS CUSTOMER’S TO MANAGE, AND AS APPROPRIATE, DELETE, QUARANTINE AND PREVENT FROM FURTHER DISTRIBUTION AND DISSEMINATION.

8.7 Rogue Behavior. WE ARE NOT RESPONSIBLE FOR ANY FRAUD, WILLFUL MISCONDUCT OR OTHER USE ISSUES WHICH MAY ARISE IN RESPECT OF YOUR ACCOUNT AND THE IMPROPER USE OF YOUR LOG-IN CREDENTIALS. YOU MUST BE VIGILANT IN PROTECTION OF YOUR CREDENTIALS, MAINTAIN APPROPRIATE INTERNAL GUIDELINES FOR USE OF OUR SERVICES, AND MONITOR YOUR PAYMENT METHODS FOR RELATED TRANSACTIONS.

8.8 Third-Party Related Damages. REPLICATE SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD-PARTY OFFERINGS, WEBSITES OR SERVICES AVAILABLE THROUGH OUR WEBSITE.

8.9 Artificial Intelligence. REPLICATE DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY OUTPUT, INFORMATION, OR RECOMMENDATION PROVIDED THROUGH THE MODELS, INCLUDING ANY COMMUNITY MODELS OR MARKETPLACE MODELS. CUSTOMER WILL NOT RELY ON THE MODELS, OUTPUT, OR ANY RECOMMENDATION AS A SUBSTITUTE FOR ITS OWN INDEPENDENT DETERMINATIONS AND IS RESPONSIBLE FOR ANY ACTS OR OMISSIONS CUSTOMER UNDERTAKES BASED ON RECOMMENDATIONS, OUTPUTS, AND OTHER INFORMATION CUSTOMER RECEIVES FROM THE MODELS. THE MODELS AND OUTPUT ARE POWERED BY ARTIFICIAL INTELLIGENCE AND CUSTOMER ACKNOWLEDGES AND AGREES THAT ARTIFICIAL INTELLIGENCE TOOLS ARE NOVEL AND EXPERIMENTAL, AND THAT THEREFORE THERE IS SIGNIFICANT UNCERTAINTY REGARDING THE OPERATION OF SUCH TOOLS. MODELS MAY RETURN INACCURATE OUTPUT THAT DOES NOT ACCURATELY REFLECT REAL PEOPLE, PLACES, OR FACTS. THE MODELS DO NOT AND ARE NOT INTENDED TO PROVIDE ANY SAFETY, LEGAL, FINANCIAL, TAX, ACCOUNTING, OR OTHER PROFESSIONAL ADVICE. PRIOR TO ANY USE OF A MODEL, CUSTOMER AND ITS AUTHORIZED USERS WILL MAKE THEIR OWN DETERMINATIONS AS TO THE EFFICACY, ACCURACY, LAWFULNESS, AND APPROPRIATENESS OF THE MODEL OR ANY OUTPUT FOR ANY GIVEN USE. CUSTOMER IS SOLELY RESPONSIBLE FOR MONITORING THE PERFORMANCE OF THE MODEL AND CUSTOMER IS ULTIMATELY RESPONSIBLE FOR ITS USE OF ANY MODELS OR OUTPUT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS.

8.10 Exceptions. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

9. SUSPENSION & TERMINATION.

9.1 Term.

These Terms commence on the earlier of the date you first open an Account to use the Services or the date when you accepted these Terms by any other applicable action in relation to our Website, and these Terms will remain in full force and effect while you use the Services, unless terminated earlier in accordance with this Section 9.

9.2 Termination by Replicate.

If you have breached any provision of these Terms, if Replicate is required to do so by Law (e.g., where the provision of the Services is, or becomes, unlawful) or if it is commercially impractical for Replicate to provide the Services, Replicate may at its discretion, immediately and without notice, suspend or terminate these Terms and any of the Services provided to you.

9.3 Termination by You.

You may terminate these Terms at any time by deleting your Account and, if applicable, your Authorized Users’ Account(s).

9.4 Effect of Termination.

If these Terms are terminated for any reason: (a) your use rights shall cease and you must immediately cease all use of the Services; (b) you may not be able to access your Account and all related information or files associated with or inside your Account (or any part thereof) may be deleted; and (c) you must pay Replicate any unpaid amount that was due prior to termination.

9.5 Survival.

Notwithstanding the termination or expiration of these Terms, any provisions of these Terms that by their nature should survive termination or expiration will continue in full force and effect subsequent to and notwithstanding such termination or expiration until they are satisfied or by their nature expire. This includes, but is not limited to, the definitions, this Section 9.5, Sections 1, 2.7, 3, 5, 6, 7, 8, 9.4, 10, 11 and 12 of these Terms, and any other obligations that may reasonably be expected to be performed or observed after such termination or expiration.

10. INDEMNIFICATION.

10.1 Indemnification.

Customer shall indemnify, defend, and hold harmless Replicate and its Affiliates, officers, directors, employees, agents, successors, and assigns (each, a “Replicate Indemnitee”) from and against any and all Losses incurred by such Replicate Indemnitee resulting from Customer’s use of the Services, including in respect of any Action that relates to or arises out of or results from:

(a) Customer Data, including any Inputs, Outputs, and processing of Customer Data by a Model;

(b) Customer or its Authorized Users’ breach of Third Party Terms;

(c) any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer;

(d) allegation of facts that, if true, would constitute Customer's breach of any of its representations, warranties, covenants, or obligations under these Terms;

(e) negligence, or more culpable act or omission (including recklessness or willful misconduct) by Customer, any Authorized User, or any third party on behalf of Customer, in connection with these Terms.

10.2 Indemnification Procedure.

Customer shall promptly assume control of the defense of applicable Actions, and shall employ counsel of its choice to handle and defend the same, at Customer’s sole cost and expense. Replicate may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. Customer shall not settle any Action on any terms or in any manner that adversely affects the rights of a Replicate Indemnitee without such Party’s prior written consent, which shall not be unreasonably withheld or delayed. If Customer fails or refuses to assume control of the defense of such Action, Replicate Indemnitees shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to Customer, in each case in such manner and on such terms as the Replicate Indemnitees may deem appropriate. The Replicate Indemnitee’s failure to perform any obligations under this Section 10.2 will not relieve Customer of its obligations under this Section 10, except to the extent that the Customer can demonstrate that it has been materially prejudiced as a result of such failure.

10.3 Mitigation.

If any of the Services are, or in Replicate’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer's use of the Services is enjoined or threatened to be enjoined, Customer’s sole remedy is to terminate its Account and cease any use of the Services.

11. LIMITATION OF LIABILITY.

11.1 Exclusion of Damages.

TO THE MAXIMUM EXTENT OF LAW, IN NO EVENT WILL REPLICATE OR ANY OF ITS LICENSORSBE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES, OTHER THAN FOR THE ISSUANCE OF ANY APPLICABLE SERVICE CREDITS; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

11.2 Cap on Monetary Liability.

TO THE MAXIMUM EXTENT OF LAW, IN NO EVENT WILL REPLICATE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE LOWER OF THE TOTAL AMOUNTS PAID OR PAYABLE TO REPLICATE UNDER THESE TERMS BY CUSTOMER IN THE 6 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR US$100. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11.3 Exceptions.

(a) LAWS OF CERTAIN JURISDICTIONS DO NOT PERMIT US TO LIMIT CERTAIN DAMAGES AS SET OUT ABOVE IN THIS SECTION 11. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

(b) NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN THESE TERMS DO NOT ENTITLE YOU TO A REMEDY FROM OUR LICENSORS. UNLESS YOU ENTER INTO DIRECT AGREEMENT WITH THEM, THEY ARE NOT LIABLE TO YOU DIRECTLY FOR ANY DIRECT OR INDIRECT DAMAGES.

12. GENERAL.

12.1 Entire Agreement and Conflicts.

These Terms, including the Privacy Policy, Community Guidelines, Acceptable Use Policy, and the Additional Terms, constitute the complete and exclusive agreement between the Parties concerning the use of the Services and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of these Terms.

12.2 Governing Law and Dispute Resolution.

(a) Governing Law. These Terms shall be governed by the Laws of the State of California, exclusive of its choice of law rules. The Convention on Contracts for the International Sale of Goods will not apply. Any Law which provides that the language of a contract shall be construed against the drafter will not apply to these Terms. This paragraph will be interpreted as broadly as applicable law permits.

(b) Forum Acceptance. Any action arising out of or in connection with these Terms will be heard in the federal, state, or local courts in San Francisco, California and each Party hereby irrevocably consents to the exclusive jurisdiction and venue of these courts. If you are using the Services and are not in the United States, you agree that the location for dispute resolution is acceptable to you and that you will not challenge the forum as being inconvenient for you.

12.3 Arbitration; Exceptions.

(a) Arbitration. Except for any controversy, allegation, or claim that arises out of or relates to our Intellectual Property Rights or requires us to seek an injunction against Customer (each of which may be sought by Replicate in any court of competent jurisdiction) to prevent any imminent harm against Replicate or its users or licensors, you and Replicate agree that any dispute, controversy, or claim arising out of or relating to these Terms, the Services, or the breach, termination, or validity thereof, shall be settled by binding arbitration subject to the U.S. Federal Arbitration Act (“FAA”), federal arbitration law and in accordance with the rules of the American Arbitration Association (“AAA Rules”). The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879. The sole arbitrator’s decision is final, except for a limited review by courts under the FAA, and can be enforced like any other court order or judgment.

(b) Commencing Arbitration. Before initiating arbitration, a Party must first send a written notice of the dispute to the other Party by certified U.S. Mail or by Federal Express (signature required) or, only if that other Party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Replicate’s address for Notice of Arbitration is: Replicate, Inc., 2261 Market Street #4056, San Francisco, CA 94114. The Notice of Arbitration must: (a) identify the name or account number of the Party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The Parties will make good faith efforts to resolve the claim directly, but if the Parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Replicate may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Replicate will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if Replicate has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other Party may seek reimbursement for any fees paid to AAA.

(c) Arbitration Relief. Except as provided in Section 12.3(d), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Replicate before an arbitrator was selected, Replicate will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a Party, in which case that Party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.

(d) Individual Arbitration; No Class Action. To the fullest extent permitted by Law, no arbitration or claim under these Terms shall be joined to any other arbitration or claim, including any arbitration or claim involving any other current or former user of our Services, and no class arbitration proceedings shall be permitted. YOU AND REPLICATE 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, unless both you and Replicate agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND REPLICATE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

(e) Arbitrator Authority. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this arbitration agreement, including any contention that all or any part of this arbitration agreement is void or voidable.

(f) Severability. If any provision of this arbitration clause is found to be unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced. If the entirety of this Section is found to be unenforceable, the exclusive jurisdiction and venue described in Section 12.2 will govern any action arising out of or related to these Terms.

(g) Execution. This arbitration and no class action clause shall be effective upon acceptance by Customer of these Terms and shall survive the termination or expiration of these Terms.

12.4 Amendments to Terms.

Replicate may amend these Terms at any time by posting the amended terms on the Website. The modifications will become effective as of the first day of the calendar month following the month in which they were first posted. It is your responsibility to review these Terms periodically. Your continued use of the Service following the posting of revised Terms means that you accept and agree to the changes. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

12.5 Waiver, Severability, Headings.

Replicate’s waiver of any default or breach of these Terms will not constitute a waiver of any other or subsequent default or breach. In the event any provision of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect. The headings in these Terms are for the convenience of reference only and have no legal effect.

12.6 Notices.

Customers may send us any material notice via email to legal@replicate.com.

12.7 California Residents.

If you reside in California, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by calling them at (800) 952-5210.

12.8 Compliance with Laws and Export Regulations.

(a) Customer agrees to comply with all Laws with respect to its activities hereunder, and agrees not to export or re-export, directly or indirectly, the Services or any other information or materials provided by us to any country where such export is restricted or requires an export license or governmental approval, without first obtaining the necessary permissions. The Services may not be exported or re-exported (a) to any country under a U.S. embargo or designated by the U.S. Government as a “terrorist-supporting” country, or (b) to any individual or entity listed on U.S. Government lists of prohibited or restricted parties, such as the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons or Entity List.

(b) By using the Services, CUSTOMER CONFIRMS AND WARRANT THAT YOU ARE NOT LOCATED IN SUCH A COUNTRY OR LISTED ON ANY SUCH PROHIBITED LIST. You are responsible for complying with all applicable U.S. export laws and regulations at your own expense.

12.9 Relationship Between the Parties.

Nothing in these Terms will be construed to create a partnership, joint venture, or agency relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Parties’ prior written consent.

12.10 Assignment.

Replicate may assign these Terms and any rights and obligations hereunder but Customer may not assign or transfer these Terms in whole or in part without Replicate’s prior written consent.

12.11 No Third-Party Beneficiaries.

These Terms apply only to Replicate and Customer and their respective successors and permitted assigns, and do not confer any rights or remedies upon any person other than the Parties to these Terms.

12.12 Interpretation.

For purposes of these Terms: (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to these Terms as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders.

ADDITIONAL TERMS

The terms set out below are an extension of the Terms of Service. For clarity, Replicate is identifying below the specific Third Party Terms that certain third parties require us to announce to you and which apply to your use of particular Third-Party Offerings. Please ensure you comply with such terms. These are in addition to the requirements set out in our Terms and incorporated therein if you choose to use any Third-Party Offerings offered by the model providers listed below. All restrictions set forth in these Additional Terms are applicable to you and any development or service that you offer. If applicable and if derivative works are permitted by the model provider, you must flow down these requirements to your users as well.

All capitalized terms in this attachment are defined in the Terms of Service if not set out here.

Third-Party: BLACK FOREST LABS, INC.
Third-Party Offering: FLUX MODELS INCLUDING FLUXDEV MODEL; FLUX[PRO], FLUX1.1[PRO]

If you purchase access to the Flux API for your website and/or application that will allow end users to generate Output by submitting Inputs to the Flux AI Model via the Flux API, your usage is governed by the then-current version of the Flux Model API Agreement, currently available at: https://docs.bfl.ml/agreement/. By using and purchasing access to the Flux API, you hereby agree to the terms of such Flux Model API Agreement with respect to such use. You also agree and acknowledge that you are required to clearly inform any users of your application or product(s) that by using the Flux AI Model within your application, your users agree to be bound by the then-current version of the Flux Terms of Service available at https://blackforestlabs.ai/terms-of-service/.

“Flux API” means Black Forest Lab’s application programming interface and related tools, documentation, data, technology, code, and other materials that Black Forest Labs makes available to allow resellers or developers to integrate their websites and/or applications with the Flux AI Models FLUX[pro] and FLUX1.1[pro] (or successor Models provided on Replicate) that generate new images and other content in response to user prompts and other input.

In addition, with respect to the FluxDev Model or any similar Flux Models, you shall not:

i. use, modify, copy, reproduce, create Derivatives of, or distribute any technology owned by Black Forest Labs (or any Derivative thereof, or any data produced by the FluxDev Model), in whole or in part, for (a) any military purposes, (b) purposes of surveillance, including any research or development relating to surveillance, (c) biometric processing, (d) in any manner that infringes, misappropriates, or otherwise violates any third-party rights, or (e) in any manner that violates any applicable law, including any privacy or security laws, rules, regulations, directives, or governmental requirements (including the General Data Privacy Regulation (Regulation (EU) 2016/679), the California Consumer Privacy Act, and any and all laws governing the processing of biometric information), as well as all amendments and successor laws to any of the foregoing;

ii. use or access the Black Forest Lab’s models or Outputs to create, train or improve (direct or indirectly) a similar or competing product or service; or

iii. for any purpose prohibited by export laws, including nuclear, chemical or biological weapons, or missile technology applications.

“Derivative” means any (i) modified version of the FluxDev Model (including but not limited to any customized or fine-tuned version thereof), (ii) work based on the FluxDev Model, or (iii) any other derivative work thereof. For the avoidance of doubt, Outputs are not considered Derivatives with respect to this additional term.

“FluxDev Model” means the Black Forest Labs text-to-image AI model and its elements.

“Outputs” do not include any components of a FluxDev Model, such as any fine-tuned versions of the FluxDev Models, the weights or parameters.

Third-Party: IDEOGRAM AI, INC.
Third-Party Offering: IDEOGRAM AI MODELS

You shall not:

i. modify, decompile, disassemble, create Derivative Works based upon, or otherwise alter any of the technology offering by Ideogram AI.

“Derivative Works” means a revision, modification, translation, abridgment, condensation or expansion of software or other works of authorship or any form in which software or other works of authorship may be recast, transferred, or adapted, and which, if prepared without the consent of the party owning such software or work of authorship, would constitute copyright infringement.

ii. use User Input or User Output to develop any product, service, or technology that competes with Ideogram and Ideogram AI Model or Ideogram API;

iii. submit, transmit, display, perform, post or store any content that is inaccurate, illegal, unlawful (including, but not to limited to, uploading copyrighted images via the Ideogram AI Model without the consent of the copyright owner), defamatory, unethical, obscene, lewd, lascivious, filthy, excessively violent, pornographic, invasive of privacy or publicity rights (including, but not limited to, uploading images of individuals via the Ideogram AI Model without their consent), harassing, threatening, abusive, inflammatory, harmful, hateful, cruel or insensitive, deceptive, or otherwise objectionable (collectively and individually, “Objectionable”); 

iv. use the Ideogram AI Model for bullying, disruptive or Objectionable purposes or for political campaigning or lobbying purposes; or otherwise use the Ideogram AI Model or Ideogram API in a manner that is fraudulent, inciting, organizing, promoting or facilitating violence or criminal or harmful activities, or Objectionable;

v. use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Ideogram AI Model or Ideogram API;

vi. use any robot, spider, crawlers, scraper, or other automatic device, process, software or queries that intercepts, “mines,” scrapes, extracts, or otherwise accesses the Ideogram AI Model to monitor, extract, copy or collect information or data from or through the Ideogram AI Model, or engage in any manual process to do the same; or

vii. use or distribute User Output in a misleading way, including, for instance, by representing that the User Output is entirely human generated or that the User Output depicts an actual photograph of a real event. Further, if you distribute any User Output to others, you are encouraged to proactively disclose that such User Output was created using artificial intelligence technologies so as not to mislead others of its origin.

“User Input” means the user prompts and other input that users submit to the Ideogram AI Model.

“User Output” is the new content generated by the Ideogram AI Model based on User Input. 

Third-Party: STABILITY AI, INC.
Third-Party Offering: ANY STABILITY AI COMMERCIALLY LICENSED MODELS

If you choose to use Stability model through Replicate for which you may download the code or weights associated with any Stability AI Materials and you then redistribute, download, rehost, or in any other manner create copies of (a) the Stability AI Materials or (b) Derivative Works, you agree that you are required to engage with Stability directly to obtain a license directly from Stability AI before such redistribution, downloading, rehosting, or creation of copies and you further agree to so engage with Stability directly before doing so. Stability licenses are currently found at https://stability.ai/license.

You will not (and will not permit any third party to): (i) sell, lease, assign, license, sublicense, distribute, make available, or otherwise transfer in whole or in part the Stability AI Materials, or any component thereof, to any third party; (ii) create a derivative work based upon the Stability AI Materials or any component thereof (except that you may do so as long as you are in compliance with the Replicate Terms and the other additional terms set forth in these Additional Terms, and provided that, in the event that you download the code or weights associated with any Stability Materials you have obtained a license directly through Stability as set forth above); (iii) encumber, time-share, rent or lease the rights granted under the Terms or these Additional Terms; (iv) remove, obscure, or alter any notice of intellectual property rights present on or in the Stability AI Materials; (v) make any representation or warranties regarding the Stability AI Materials that are false, misleading or which exceed those in this Agreement, the Documentation, or any marketing materials made available to you; and (vi) pre-install or authorize any original equipment manufacturer (OEM) to pre-install your service on any hardware device prior to its first sale, where hardware devices include, but are not limited to, PCs, mobile phones, consumer electronics, and medical devices.

“Stability AI Materials” means Stability AI’s commercially licensed Models, software and documentation (and any portion or combination thereof).

“Derivative Work(s)” means (a) any derivative work of the Stability AI Materials as recognized by U.S. copyright laws and (b) any modifications to a Stability Model, and any other model created which is based on or derived from the Model or the Model’s output, including “fine tune” and “low-rank adaptation” models derived from such a Model or a Stability Model’s output, but do not include the output of any such Model.