Terms of service

Last Update: 01/09/2025

Welcome to Replicate! These Terms of Service (these "Terms") 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 you are at least 18 years of age or over the age of majority in the jurisdiction where you are a resident or citizen. 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. 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. In these Terms:

"Acceptable Use Policy" means Replicate's standard acceptable use policy, currently available at https://replicate.com/terms#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.

"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/terms#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, 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.

"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 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 many different things depending on context. It can be the source code, trained weights, architecture, or some combination thereof. At Replicate, "Model" refers to a trained, packaged, and published software program that accepts Inputs and returns Outputs.

"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 Foundational Models as offered by Third Parties and available through our Website, 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's offering.

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

  1. SERVICES.

  2. 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 16 (Compliance with Laws and Export Regulations) in these Terms.

  3. Features and Benefits.

  4. 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 7 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.

  5. 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.
  6. 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.

  7. 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.

  8. Account Set-Up.

  9. (a)You are requested to use our Services by signing on to Replicate using your GitHub account.

  10. (b)You are responsible for maintaining the confidentiality of your account and password, 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 password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
  11. (c)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.

  12. 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.

  13. Subscriptions

  14. (a)Some parts of the Services are billed on a subscription basis ("Subscription(s)") in which case you will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set on a monthly basis, depending on the type of subscription plan you select when purchasing a Subscription. In other instances, you will be responsible for payment for fees for the applicable part of the Service, including specific model related one-off fees, which may be paid on a per use basis or by purchase of tokens in advance of a model's use.

  15. (b)As applicable, at the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you or Replicate cancel it. You may cancel your Subscription renewal by contacting the Replicate customer support team.

  16. 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 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 Billing Cycle. 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.

  17. Third-Party Offerings. We may provide information about or access to Third-Party Offerings, or you may 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. Please review any applicable Additional Terms, as well as the applicable Model license set forth in the Replicate Model page, each of which are incorporated herein. You agree to fully comply with the licenses associated with the Models that you choose to use through Replicate. 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, but 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 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).

  18. Availability and Support.

  19. During the Term, Replicate will endeavor to maximize the availability of the Services and provide support services, provided the Customer acknowledges that Replicate is continuously introducing new functions and benefits which may lead to occasional technical hiccups and downtime as a result of Website maintenance. Replicate reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful 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.

  20. 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 terms of service for use of those channels.

  21. Acceptable and Restricted Use.

  22. Customer shall use the Services exclusively for the purposes authorized in these Terms and in compliance with all Laws and our policies (see Community Guidelines and Acceptable Use Policy). See the disclaimers under Section 7 of these Terms to understand ways in which Replicate support is limited in respect of an end user's usage of the Services; Customer must take full responsibility for use of the Services, including the generation of Content that is in violation of any Laws.

  23. Any breach of these Terms, including by Customer or applicable Representatives shall be, for the purposes of these Terms, a breach by Customer.

  24. Customer shall not, and shall not permit any other person to, access or use the Services except as expressly permitted by these Terms. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as these Terms expressly permit:

  25. violate any of the Third-Party Terms (including license terms) as found on or through the Website;

  26. share or disclose Login Credentials to anyone other than the specific Authorized User for which the Login Credentials were generated;
  27. 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;
  28. 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;
  29. 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;
  30. 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;
  31. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, in whole or in part;
  32. 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;
  33. 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
  34. otherwise access or use the Services beyond the scope of the authorization granted under these Terms.
  35. In respect of Outputs, Customer shall not, and shall not permit any other Authorized User to, access or use the Services:
  36. 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;

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

  38. 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);

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

  40. encouragement or instructions related to self-harm;

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

  42. to harass, abuse, threaten, stalk, or bully individuals or groups of individuals;
  43. to create non-consensual nudity or illegal pornographic content;
  44. to create and disseminate extreme gore such as images involving bodily destruction, mutilation, torture or animal abuse;
  45. 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;
  46. to create malicious code, malware, computer viruses or any activity that could disable, overburden, interfere with or impair the proper working, integrity, operation or appearance of a website or computer system;

  47. for purposes of or for the performance of:

  48. 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);

  49. 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;
  50. 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;

  51. 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;

  52. to intentionally deceive or mislead others, including the use of the Services related to the following:

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

  54. generating, promoting, or furthering defamatory content, including the creation of defamatory statements, images, or other content;
  55. generating, promoting, or further distributing spam;
  56. impersonating another individual without consent, authorization, or legal right
  57. representing or misleading people into believing that the use of the Services or outputs are human-generated;
  58. generating or facilitating false online engagement, including fake reviews and other means of fake online engagement;
  59. generating or facilitating large-scale disinformation campaigns; or

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

  61. 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.

  62. CUSTOMER RESPONSIBILITIES.

  63. 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. 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.

  64. Login Credentials. Customer shall promptly notify Replicate of any known or suspected unauthorized use of any Login Credentials. Any Authorized User who suspects their Login Credential is compromised or may have a good chance to become compromised (including through a phishing or other cyber threat) shall promptly change their password and notify Replicate. New unique Login Credentials will be generated by Replicate and provided to Authorized Users upon email notice to Replicate at team@replicate.com.

  65. FEES AND PAYMENT.

  66. Fees and Billing.

  67. You only pay for the usage fees on Replicate. The pricing is set out on our website: Pricing -- Replicate. You can find your current usage and manage your billing settings on your Account.

  68. To avail certain Models and benefits, Customer will be required to set up billing by providing a credit card and authorizing us to charge Customer for their use of our Services, as clearly explained on our Website. Should automatic billing fail to occur for any reason, Customer account shall be suspended until all outstanding accounts are settled.
  69. If you are an account holder with billing enabled, at the beginning of each month, we charge you for the Services you used in the month prior. The minimum billable unit for an individual run of a public model is 1 second or 1 token.
  70. 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.

  71. 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.

  72. Limiting Spend. Customer has the option to specify a maximum amount Customer would like to spend each month on our Website under billing options. Once that amount is reached, we will stop Customer from starting any new predictions or trainings and shut down any private models and deployments Customer has running, all of which are cost incurring activities. All predictions and trainings that have already started will run until completion and still be charged to Customer; as such, Replicate will stop new work when Customer reaches spend limit but Customer's total bill may exceed the set limit slightly due to the charges incurred for preset use of Services.

  73. 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.
  74. Payment. Your payment is executed through third parties, such as Stripe. We do not store your credit card information. You are subject to Stripe's terms.
  75. 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, and 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.

  76. 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.

  77. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP.

  78. 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 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.

  79. Consent to Use Customer Data. Customer hereby grants Replicate during the Term a non-exclusive, non-sublicensable (except for the purposes of provision of the Services), royalty-free, license to use, copy, store, transmit, modify, process, and create derivative works of, and display its Customer Data solely to the extent necessary to provide the Output, train and generate Customer Derivative Models, and provide the associated Services under these Terms.
  80. 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, and (ii) any Resultant Data.
  81. Feedback. Customer hereby assigns to Replicate all title and interest in any feedback, comments, ideas, and suggestions for improvement as provided by Customer and any of their Representatives (collectively, "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 or its Affiliates.

  82. Use of Resultant Data. Notwithstanding anything to the contrary, Replicate and its licensors shall have the right to collect and analyze Customer 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 (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.

  83. REPRESENTATIONS AND WARRANTIES.

  84. Representations and Warranties. Each Customer, if an entity, represents and warrants:

  85. 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;

  86. 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

  87. 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.

  88. Additional Customer Representations, Warranties, and Covenants. Customer represents, warrants, and covenants to Replicate that:

  89. 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;

  90. neither the Customer Data, nor the use, storage or provision of the Customer Data 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;
  91. Customer's use and provision of the Customer Data will not breach any agreement between it and a third party or violate any Laws; and

  92. Customer will not breach these Terms.

  93. 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.

General Warranties. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES 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.

Service Levels. REPLICATE AND ITS LICENSORS DISCLAIM ANY REQUIREMENT OR WARRANTY THAT THE SERVICES WILL BE RELIABLE, UNINTERRUPTED, FREE OF HARMFUL CODE, ACCORDING TO EXPECTATIONS, ERROR FREE, OR THAT ALL ERRORS WILL BE CORRECTED.

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.

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.

Monitoring. REPLICATE DOES NOT MONITOR OR POLICE DOCUMENTS, CUSTOMER DATA, AND OTHER INFORMATION ENTERED INTO THE SERVICES, OR OUTPUTS GENERALLY BY THIRD PARTY MODELS AND REPLICATE IS NOT RESPONSIBLE FOR THE CONTENT THEREIN OR OUTPUT THEREFROM.

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, PROVIDED 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.

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 CREDIT CARDS FOR RELATED TRANSACTIONS.

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.

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

  1. SUSPENSION & TERMINATION.

  2. 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 8.

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  1. 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 shall at its discretion, immediately and without notice, suspend or terminate any of the Services provided to you.

  2. Termination by You. Other than the clauses noted under Section 8.5, these Terms shall not apply to you upon the earlier of the termination or deletion of Customer's Account and in case Customer is an entity, each of its Authorized Users' Accounts.

  3. Effect of Termination. If Services are terminated for any reason, your use rights shall cease, and 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. Customer will not have any liability whatsoever to you for any suspension or termination.

  4. 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, this Section 8.5, Sections 1, 5, 6, 7, 9, 10, and 11 of these Terms and any other obligations that may reasonably be expected to be performed or observed after such termination or expiration.

  5. INDEMNIFICATION.

  6. Indemnification. Customer shall indemnify, defend, and hold harmless Replicate and its 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:

  7. Customer Data, including any Inputs, Outputs, and processing of Customer Data by a Model;

  8. breach of Third Party Terms;
  9. any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer;
  10. allegation of facts that, if true, would constitute Customer's breach of any of its representations, warranties, covenants, or obligations under these Terms;

  11. 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.

  12. 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 9.2 will not relieve Customer of its obligations under this Section 9, except to the extent that the Customer can demonstrate that it has been materially prejudiced as a result of such failure.

  13. 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.

  14. LIMITATION OF LIABILITY.

  15. Exclusion of Damages. TO THE MAXIMUM EXTENT OF LAW, IN NO EVENT WILL REPLICATE OR ANY OF ITS LICENSORS BE 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.

  16. 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.

  17. Exceptions.

  18. LAWS OF CERTAIN JURISDICTIONS DO NOT PERMIT US TO LIMIT CERTAIN DAMAGES AS SET OUT ABOVE IN THIS SECTION 10. 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.

  19. 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.

  20. GENERAL.

  21. Entire Agreement and Conflicts. These Terms, the Community Guidelines and Acceptable Use Policy and, as and if applicable, 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.

  22. Governing Law and Dispute Resolution.

  23. 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.

  24. Forum Acceptance. 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.
  25. Arbitration; Exceptions. 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, any dispute or claim arising out of or related to these Terms (collectively "Excluded Claims"), any dispute, controversy, or claim arising out of or relating to these Terms, 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. 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.
  26. 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. Customer agrees to waive any right to commence or participate in any class action against Replicate related to any claim and, where applicable, Customer also agrees to opt out of any class proceedings against Replicate.
  27. 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.
  28. 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.

  29. 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.

  30. Amendments to Terms. Replicate may amend these Terms at any time by posting the amended terms on this site, which 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.

  31. 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.
  32. Notices. Customers may send us any material notice via email to team@replicate.com.
  33. California Residents. If you reside in California, you are entitled to address grievance to 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.

  34. Compliance with Laws and Export Regulations.

  35. 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.

  36. 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.

  37. 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.

  38. 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.
  39. 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.
  40. 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 Offering. 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 Offering 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.

  1. 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.

"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:

  1. 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;
  2. 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
  3. 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.

  1. Third-Party: IDEOGRAM AI, INC.

Third-Party Offering: IDEOGRAM AI MODELS

You shall not:

  1. 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.

  1. use User Input or User Output to develop any product, service, or technology that competes with Ideogram and Ideogram AI Model or Ideogram API;
  2. 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");
  3. 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;
  4. 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;
  5. 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
  6. 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.

  1. 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.