Terms of Use

Last Modified: January 12, 2025

These Terms of Use (this "Agreement") are a binding contract between you or the entity you represent ("Customer," "you," or "your") and Curiocity Company ("Provider," "we," or "us"). This Agreement governs your access to and use of the Services.

This Agreement takes effect when you use our Services, or if applicable, execute an order that incorporates this agreement by reference or access or use the services (the "Effective Date"). Upon the Effective Date, you (a) acknowledge that you have read, understand, and accept this agreement and (b) represent and warrant that you have the right, power, and authority to enter into this agreement and if entering into this agreement for an entity, that you have the legal authority to bind that entity.

Definitions.

"AI Customer Input" means information, data, materials, text, prompts, images, works, code, or other content that is input, entered, posted, uploaded, submitted, transferred, or otherwise transmitted by or on behalf of Customer or any other Authorized User to us.

"AI Customer Output" means information, data, materials, text, images, code, works, or other content generated by or otherwise output from the Services. For clarity, while Customer may have usage rights to AI Customer Output as specified herein, the underlying patterns, training improvements, and algorithmic refinements derived from generating such output remain Provider IP.

"AI Technology" means machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code).

"Authorized User" means Customer and Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer under this Agreement and (ii) for whom access to the Services has been purchased hereunder.

"Customer Data" means AI Customer Input and AI Customer Output/information, data, and other content, in any form or medium, that is submitted, entered, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Services, and any outputs based thereon or derived therefrom, including AI Customer Input and AI Customer Output. Customer Data does not include Aggregated Statistics or other derived, non-identifiable data.

"Documentation" means Provider's user manuals, handbooks, model cards, or other information relating to the Services provided by Provider to Customer.

"Order" means an ordering document or online order entered into between you and us that references this Agreement and describes the Services you are subscribing to.

"Process," "Processing" and "Processed" mean to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other improvements or derivative works, process, weigh, perform statistical analysis, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy.

"Provider IP" means the Services, Documentation, and all intellectual property provided to Customer or other Authorized User in connection with the foregoing. Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider's monitoring of Customer's access to or use of the Services, but does not include Customer Data.

"Services" means the services provided under this Agreement that are reflected in an Order entered between Customer and Provider.

"Service Levels" has the meaning set out in 8(1).
Access and Use.
1. Provision of Access. Subject to your compliance with all terms and conditions of this Agreement, Provider grants you a non-exclusive, non-transferable right to access and use the Services, including to create and use in accordance with the Documentation and during the Term solely for your internal business operations by Authorized Users. Provider shall provide you the necessary passwords and access credentials to allow you access to the Services available.
2. Documentation License. Subject to this Agreement, Provider grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term in connection with use of the Services.
3. Use Restrictions. You shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. You shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation; (ii) rent, lease, lend, sell, license, sublicense, assign, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, or duplicate the Services, engage in model extraction, or otherwise attempt to derive or gain access to any source code, algorithm, model, model weights and parameters, or other underlying AI Technology or component of the Services, in whole or in part; (iv) access or use the Services or any AI Customer Output to develop, train, or improve any other AI Technology/a competing or similar product or service, in accordance with this Agreement and the Documentation; (v) use web scraping or any other method to extract data from the Services or any AI Customer Output; (vi) remove any proprietary notices from the Services or Documentation; or (vii) use the Services to create or generate or use AI Customer Output in a manner, that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law or regulation. In addition to the restrictions specified above, Customer shall not:
  1. attempt to probe, scan, or test the learning patterns or behavioral characteristics of the Services;
  2. use automated tools to generate, submit, or analyze systematic patterns of Service requests;
  3. attempt to reverse engineer the Service's decision-making or generation patterns; or
  4. use the Services in a way that could reasonably be expected to create undue load or stress on the Services infrastructure, as determined by Provider in its reasonable discretion."
4. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer's use of the Services and collect and compile or derive data related to Customer's use of the Services to be used by Provider in an aggregated and anonymized manner ("Aggregated Statistics"). All rights, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong solely to Provider. You agree that Provider may use and make publicly available Aggregated Statistics as permitted under applicable law. Provider's right to collect and compile Aggregated Statistics includes the right to:
  1. combine Customer's usage patterns with other customers' data in a manner that does not identify Customer;
  2. analyze trends and patterns across customer segments and industries;
  3. use such statistics to improve and optimize the Services; and
  4. share industry insights based on Aggregated Statistics with third parties, provided such sharing does not identify Customer or include Customer's Confidential Information.
  5. Provider shall have no obligation to disclose its aggregation or anonymization methodologies.
5. Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Provider IP.
6. Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may suspend Customer's and any other Authorized User's access to the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer's or any other Authorized User's use of the Provider IP disrupts or poses a security risk to the Provider IP, to Provider, or to any other customer or vendor of Provider; (C) Customer or any other Authorized User is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) Provider's provision of the Services to Customer or any other Authorized User is prohibited by applicable law; or (F) Customer is using the Services in material violation of any term of this Agreement; (ii) any vendor of Provider has suspended or terminated Provider's access to or use of any third-party services or products required to enable Customer to access and use the Services; (iii) Customer breaches 5; (iv) Provider identifies, experiences, or is otherwise impacted by defects, vulnerabilities, or disruptions in its technology, systems, or technical infrastructure. (any such suspension described in subclause (i), (ii), (iii), or (iv), a "Service Suspension"). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.
Customer Responsibilities.
1. Account Use. You are responsible and liable for all uses of the Services. You are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.
2. Use of AI Customer Output. You are solely responsible for (i) evaluating (including by human review) AI Customer Output for accuracy, completeness, and other factors relevant to your use before using, distributing, or relying on the AI Customer Output and (ii) your decisions, actions, and omissions in reliance or based on the AI Customer Output.
3. Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You shall promptly notify us about any unauthorized access to your passwords or access credentials.
Fees and Payment. To the extent you have executed an Order Form, you agree to pay all fees charged to your account according to the prices and terms as stated in any such Order Form
Confidential Information. Provider and Customer may make available to the other party information about its business affairs, intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form that may be designated as "confidential" at the time of disclosure ("Confidential Information"). Without limiting the foregoing, Provider IP is Provider's Confidential Information. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) previously known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with an order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the disclosing party shall first give written notice to the other party and make a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. Each party's obligations of non-disclosure regarding Confidential Information are effective as of the date the Confidential Information is first disclosed to the receiving party.
Privacy Policy. In providing the Services, Provider complies with its privacy policy, available at Privacy Policy which are subject to change. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.
Intellectual Property Ownership.
1. Provider IP includes, without limitation, all improvements, enhancements, modifications, and optimizations to the Services or Provider's AI Technology, regardless of the source of data or inputs that contributed to such improvements. This includes, but is not limited to, model improvements, algorithm refinements, and system optimizations that may occur through the normal operation of the Services. Any improvements or enhancements to the Services or Provider's AI Technology, even if influenced by Customer Data or Customer's use of the Services, shall be owned exclusively by Provider. Customer hereby assigns to Provider any rights it may have in such improvements or enhancements.
2. Provider IP. Customer acknowledges that, as between Customer and Provider, subject to Section 7, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP. Provider hereby grants you a non-exclusive, royalty-free, license to reproduce, distribute, and otherwise use and display the Provider IP solely to the extent incorporated into and necessary for you to use and otherwise exploit the AI Customer Output in accordance with the terms and conditions herein.
3. Customer Data. Provider acknowledges that Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data, incorporated into AI Customer Output and subject to the license granted herein. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to (i) reproduce, distribute, and otherwise use and display the Customer Data and Process the Customer Data as may be necessary for Provider to provide the Services to Customer and (ii) use, modify, and adapt only aggregated and anonymized AI Customer Input and AI Customer Output to train, develop, adapt, modify, enhance, or improve the Services. Provider will not use Customer Data to train, develop, or improve the Services in a manner that may expose Customer Data externally (e.g., general AI model training), unless explicitly authorized. Notwithstanding anything in this Agreement to the contrary, unless prohibited by applicable law, we may delete Customer Data, upon the termination of your access to the Services, at any time if we determine that Customer violates the terms of this Agreement or that deletion is necessary to comply with applicable law, maintain the security of the Services, or as part of a merger or other business transaction.
Limited Warranty and Warranty Disclaimer.
1. Limited Provider Warranty. Provider warrants that the Services will conform in all material respects to the Documentation when accessed and used by Customer in accordance with this Agreement. Your sole remedy and Provider's sole liability for breach of the foregoing warranty is for Provider to use reasonable efforts to correct the Services to conform to the Documentation. Provider makes no representations or guarantees regarding uptime or availability of the Services unless specifically identified in the Service Levels or an Order. The remedies set out in the Service Levels are Customer's sole remedies and Provider's sole liability for failure of the Services to meet the Service Levels. Customer acknowledges that:
  1. AI Technology and the Services are rapidly evolving technologies;
  2. outputs may vary over time even with identical inputs as the underlying systems evolve;
  3. Provider makes no guarantees about consistency of outputs across different time periods or service instances; and
  4. Provider may modify, update, or change the underlying AI Technology without notice as part of normal service improvements.
2. Customer Warranty. You represent and warrant that you own or otherwise have all necessary rights, permissions, and consents relating to the Customer Data so that, as received by Provider and Processed in under this Agreement, and it does not infringe, misappropriate, or otherwise violate any intellectual property or privacy rights or any applicable law.
3. EXCEPT AS SET OUT IN Section 9, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. YOU ACKNOWLEDGE THAT AI CUSTOMER OUTPUT (I) MAY BE INACCURATE, MISLEADING, BIASED, OR OFFENSIVE, (II) MAY BE THE SAME AS OR SIMILAR TO OUTPUT THE SERVICES GENERATE FOR OTHER CUSTOMERS, (III) MAY NOT QUALIFY FOR INTELLECTUAL PROPERTY PROTECTION AND (IV) DO NOT NECESSARILY REFLECT, AND MAY BE INCONSISTENT WITH, PROVIDER'S VIEWS.
Indemnification.
1. Provider Indemnification.
  1. Provider shall indemnify, defend, and hold Customer harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses, including reasonable attorneys' fees ("Losses"), incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or Customer's or any Authorized User's use thereof in accordance with this Agreement, infringes on such third party's US intellectual property rights provided that Customer promptly notifies Provider in writing of the Third-Party Claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such Third-Party Claim.
  2. If such a Third-Party Claim is made or either party reasonably anticipates such a Third-Party Claim will be made, Customer agrees to permit Provider, at Provider's sole discretion, to (A) modify or replace the Services, or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected part, effective immediately on written notice to Customer.
  3. This Section 9 will not apply to the extent that any such Third-Party Claim arises from (A) Customer's or any Authorized User's use of the Services or AI Customer Output in combination with any products, services, or software not provided by or on behalf of Provider; (B) modifications to the Services or AI Customer Output other than by or on behalf of Provider; (C) AI Customer Input or other Customer Data other than AI Customer Output; (D) Customer's disablement or circumvention of any applicable source citation, filtering, or safety tools or functions of the Services; or (E) your material violation of this Agreement or applicable laws.
2. Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim (i) that the AI Customer Input [or other Customer Data other than AI Customer Output], or Processing or any other use thereof in accordance with this Agreement, infringes or misappropriates such third party's [US] intellectual property rights; (ii) based on Customer's or any Authorized User's negligence or willful misconduct or use of the Services in a manner not authorized by this Agreement or applicable laws; or (iii) based on Customer Customizations provided that Customer may not settle any Third-Party Claim against Provider without Provider’s consent, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
3. Sole Remedy. THIS SECTION 9 SETS OUT CUSTOMER'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY FOR ANY CLAIMS THAT THE SERVICES OR AI CUSTOMER OUTPUT INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL PROVIDER'S LIABILITY UNDER THIS SECTION 10 EXCEED THE AMOUNT PAID BY CUSTOMER, OR $500,000 WHICHEVER IS LOWER.
Limitations of Liability. EXCEPT AS PROHIBITED BY LAW, PROVIDER WILL NOT BE LIABLE UNDER THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES.
Usage Monitoring. Provider may monitor, analyze, and audit Customer's use of the Services to ensure compliance with this Agreement and to optimize service performance. Such monitoring may include analysis of usage patterns, feature utilization, and system interactions among other methods.
Term and Termination.
1. Term. The term of this Agreement begins on the Effective Date and continues until terminated (the "Term").
2. Termination. Either party may terminate this Agreement for any reason upon thirty (30) days' advance written notice.
3. Effect of Expiration or Termination. Upon termination of this Agreement, Customer shall immediately discontinue use of the Provider IP. No expiration or termination of this Agreement will affect Customer's obligation to pay all Fees that may have become due before termination, or entitle Customer to any refund.
4. Survival. This and other sections, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination of this Agreement, will survive termination.
Modifications. You acknowledge that we may, in our sole discretion, modify this Agreement, and that modified terms become effective on posting. You will receive notice of modifications through updates on Terms of Service.
Export Regulation. The Services use technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not export, re-export, or release the Services or the software or technology included in the Services to, or make the Services or the software or technology included in the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the software or technology included in the Services available outside the US. Customer shall implement and maintain technical controls to prevent access to the Services from prohibited jurisdictions, including through VPNs, proxies, or other circumvention technologies, and shall provide Provider with access logs, compliance documentation, and certification of such controls upon request. Provider may immediately suspend Services without notice if it reasonably believes Customer's access patterns indicate potential export control violations or circumvention attempts, and Customer shall bear the burden of demonstrating compliance before service restoration.
Governing Law and Jurisdiction. This agreement is governed by the laws of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of Delaware. Any suit, action, or proceeding arising out of this agreement or the rights granted hereunder will be initiated exclusively in the federal courts of the United States or the courts of Delaware.
Miscellaneous. This Agreement, including any Order, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties with respect to such subject matter. Any notices to us must be sent to [insert email address]. You consent to receiving electronic communications from us which may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.

Terms of Service