Valar Terms of Service

1.1 Description of the Service. The Company's service provides Customer and its Users with on-demand, cloud-based access to AI infrastructure and computing resources, together with any related tools, APIs and documentation made available by the Company, on a consumption-based model ("Service").

1.2 Scope. Customer may access and use the Service solely for Customer's internal operations (the "Purpose"). The right to use and access the Service is granted solely to the Customer and its Users, and is limited, non-transferable, non-exclusive, non-assignable and non-sub-licensable. The Service may only be used by individuals who are authorized to use the Service pursuant to Customer's procedures and policies (if any).

1.3 Modification or Discontinuation of the Service. The Company may change or update the Service at any time, including the availability of any feature, content or database, and may impose limitations or restrictions on certain features and services. In case of a material change, the Company will notify Customer by posting an announcement on the Company's website, through the Service or by email. Furthermore, the Company may offer alternative or additional features to certain Customers that may not be offered to others.

1.4 Service Level; Support. The Company is making commercially reasonable efforts to ensure that the Service will be available 99.9% of the time, excluding events beyond the Company's reasonable control. In addition, the Company makes commercially reasonable efforts to respond to all support requests as soon as practicable.

2.1 Trial Services. The Company may offer, from time to time, some or all of its services on free trial versions ("Trial Service"). The term of the Trial Service shall be as set forth in the Order Form, unless modified or terminated earlier by either party, for any reason or for no reason. The Company reserves the right to modify, cancel and/or limit the Trial Service at any time and without liability, at its sole discretion and without the need for a written notice.

2.2 Pre-Released Services. The Company may offer, from time to time, certain services in alpha or beta versions (the "Pre-Released Services") and will use best endeavors to identify the Pre-Released Services as such. Pre-Released Services are services that are still under development, and as such they may be incomplete, may contain bugs, suffer disruptions and not operate as intended and designated, more than usual.

2.3 Governing Terms of Trial and Pre-released Services. The Trial Services and Pre-Released Services are governed by these Terms, provided that notwithstanding anything in these Terms or elsewhere to the contrary, in respect of Trial Services and Pre-Released Services (i) they are licensed hereunder on an "As-Is" "As Available" basis, with no warranties, express or implied, of any kind; (ii) the indemnity undertakings by the Company set forth in Section 14.1 shall not apply; and (iii) in no event shall the total aggregate liability of Company, its affiliates or its third-party service providers, under or otherwise in connection with these Terms, exceed US $50. The Company makes no promises that any Trial Service and/or Pre-Released Services will be made available to the Customer and/or generally available.

Users shall register and create an account (each, an "Account"). Customer is responsible that each User shall provide the Company with accurate, complete, and updated registration information. Customer is solely responsible for the content and any activity that occurs in each Account. Customer shall: (a) not allow anyone other than Users to access and use the Accounts; (b) keep, and ensure that Users keep, all Account credentials and access measures secure at all times; (c) ensure that the login details for each User may only be used by that User, and that multiple individuals may not share the same login details; and (d) promptly notify the Company in writing if Customer becomes aware of any unauthorized access or use of an Account.

4.1 Cooperation. Customer shall provide Company with all reasonable cooperation, and shall comply in a timely and efficient manner, and be responsible and liable for the Users' compliance with these Terms, the Order Form and all applicable laws and regulations. Without derogating from the aforementioned, Customer shall provide the Company with the resources and fulfill the responsibilities set forth in the Order Form. In the event of any delays by the Customer, Company may adjust any agreed timetable or delivery schedule as reasonably necessary.

4.2 Customer's Infrastructure. Customer is solely responsible for obtaining, maintaining and operating the User's computers and other devices, and any related equipment, hardware, software, backup systems, security systems and measures or ancillary services ("Customer's Infrastructure") necessary in order to access and use the Service. Customer shall be solely responsible and liable for any fees charged by third parties in connection with the Customer's Infrastructure. Customer's Infrastructure shall, at minimum, meet the specifications set forth in the Order Form or otherwise provided by the Company. Customer shall be solely responsible for procuring and maintaining its network connections and communications links, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet. Company shall have no responsibility or obligation in connection with the above, including for any delays, delivery failures, or any other loss or damage resulting from the hosting, storage or transfer of software or data over communications networks and facilities, including the internet, and the performance of any third-party communication, hosting or storage provider, and the Customer acknowledges that the Service may be subject to interruptions, limitations, delays and other risks associated with the use of such hosting, storage and communications facilities.

4.3 Responsibility for Users. Customer is responsible for all acts or omissions of Users and their use of the Service. The Company shall not have any liability towards Users, and the Customer is solely responsible for responding to any claims, requests and demands by the Users or any other third party related to the Customer. Company will, to the extent allowed by law, promptly notify Customer of its receipt of a User or such related third-party claim, request or demand and comply with Customer's reasonable requests regarding the handling of such claim, request or demand.

5.1 Customer Data. While using the Service, certain code, information and data may be uploaded or transferred to the Service to be processed by the Service on the Customer's behalf ("Customer Data"). Customer Data includes any code, models, datasets, prompts, configurations, machine images and other content that Customer or its Users store on, run on, upload to, or transmit through the Service. Customer shall ensure that the Customer Data shall not contain any viruses, trojan horses or other harmful computer code.

5.2 Ownership and License. As between the Customer and the Company, and to the extent permitted by applicable law, all rights in the Customer Data shall remain with Customer, and, where applicable, assigned to the Customer, and Customer retains all rights to its AI Inputs and owns its AI Outputs (as defined below). Subject to Customer's compliance with these Terms, Company hereby assigns to Customer its right, title and interest (if any) in and to AI Outputs. Customer hereby grants the Company and its Sub-processors (as defined below) a non-exclusive, worldwide, royalty-free, fully paid, sub-licensable right and license, during the Subscription Term, to access, use, process, copy, download and store the Customer Data and the AI Input for the purpose of maintaining and providing the Service and as required to resolve technical and security problems or otherwise as permitted by these Terms or in writing by Customer. Company shall not use the Customer Data to train any AI models without Customer's prior written consent.

5.3 Warranties. Customer represents and warrants that (i) Customer owns or has all the necessary licenses, rights, consents, approvals, permissions, power and authority necessary to grant the Company the aforementioned right and license and to authorize the Company and its Sub-processors to access, use, process, copy, download and store the Customer Data and the AI Input, without infringing or violating any copyrights, privacy rights, publicity rights, trademarks or any other contractual, intellectual property or proprietary right of any third party; (ii) any Customer Data and AI Input and any use thereof do not and shall not violate any applicable laws, including those related to data privacy or data transfer and export or any policies and terms governing such Customer Data; (iii) the AI Input and Company's use of the AI Input for the purpose of providing the Service do not and will not violate any applicable laws or regulations, or infringe, violate or misappropriate the intellectual property rights of any third party; (iv) Customer's AI Input does not include sexually explicit, hateful, threatening, abusive, harassing, defamatory, discriminatory, violent or self-harm content; impersonation or fake profiles; illegal or harmful content; malicious code; personal information without consent; spam or unsolicited messages; or other objectionable content; and (v) no sensitive data that is protected under a special legislation and requires unique treatment (such as protected health information or credit, debit or other payment card data) will be transferred to the Service.

5.4 Disclaimer. Other than Company's security and data protection obligations expressly set forth in Section 7 herein, Company assumes no responsibility or liability for Customer Data, and Customer will be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it. It is hereby clarified that the Company shall not monitor and/or moderate the Customer Data and there shall be no claim against the Company for not acting so. The Customer shall indemnify and hold harmless the Company or anyone on its behalf from any liability, cost, damage and expense (including reasonable legal fees) caused in connection with the Customer Data.

5.5 Storage. Customer acknowledges that storage associated with compute instances may be local, temporary and ephemeral, and that Customer Data stored on such instances may be permanently lost upon instance stop, restart, reallocation, failure, suspension, or termination. Customer is solely responsible, at its own cost, for backing up, replicating and archiving all Customer Data and configurations to durable storage of its choosing. The Company does not warrant that any data stored on the Service will be retained, and shall have no liability for any loss, corruption or unavailability of Customer Data, and Customer waives any claim against the Company in connection therewith.

6.1 Company Intellectual Property. All right, title and interest in the Service, including any content, materials, software, know-how, data files, documentation, code, SDK, API, interfaces, design, text, media, methodologies, artwork, names, logos, trademarks and services marks (excluding Customer Data), and any updates, new versions, modifications, improvements, developments or derivatives thereof, belong to the Company and its licensors.

6.2 Prohibited Use. Customer and its Users may not, and may not permit or aid others to: (i) use the Service other than for the Purpose; (ii) copy, modify, alter, translate, emulate, create derivative works based on, or reproduce the Service; (iii) sell, distribute, sublicense, rent or share the rights granted under these Terms; (iv) reverse engineer, decompile, decrypt or disassemble the Service; (v) use the Service to build a competing product or for benchmarking; (vi) bypass any security measures; (vii) access the Service by any automated means; (viii) use the Service in any illegal manner; (ix) impose a disproportionate load on Company infrastructure; (x) interfere with the integrity of the Service; (xi) remove or alter proprietary notices; (xii) provide any third party access to the Service; (xiii) use the Service in high-risk environments (aviation, vehicles, marine, rail, security, critical infrastructure, health services, nuclear facilities, weapon systems); (xiv) use the Service to mine or generate cryptocurrency without prior written consent; (xv) run any workload that exceeds provisioned volumes or that the Company determines imposes an excessive burden; or (xvi) use the Service to train, fine-tune, or deploy any model or system for any purpose restricted under applicable export control, sanctions, or other applicable laws.

6.3 Feedback. Customer may provide the Company suggestions, comments or feedback regarding the Service ("Feedback"). Company may use any Feedback at its sole discretion, free from any right of the Customer or any third party. Customer hereby assigns to Company all right, title, and interest worldwide in the Feedback.

6.4 Intellectual Property Infringements. If the Company believes that the Service may infringe intellectual property rights of third parties, the Company may, in its sole discretion: (i) obtain the right to continue use; (ii) replace or modify the allegedly infringing part; or (iii) require that use cease and provide a prorated refund of any Fees paid for the unused portion of the Subscription Term.

7.1 Privacy. Customer acknowledges and agrees that the use of the Service by the Customer and the Users is governed by the Company's Privacy Policy, which shall constitute an integral part of these Terms. To the extent that Customer Data contains personal data, the Parties agree to be bound by and to comply with the Valar Data Processing Agreement ("DPA") and any personal data will be handled in accordance with the DPA. The executed version of the DPA shall apply and be deemed as an integral part of these Terms.

7.2 Anonymous Information. The Company may collect, monitor and freely use Anonymous Information, inter alia to provide, develop, maintain, improve, demonstrate and market the Service. "Anonymous Information" means information about the use of the Service which does not enable identification of an individual, such as aggregated data, metadata and analytic information. Anonymous Information shall not be considered Customer's Confidential Information.

7.3 Security. The Company operates a shared-responsibility model, and the Company's security obligations are limited to the underlying infrastructure and software environment that the Company operates and controls. Company agrees, during the Subscription Term, to implement reasonable industry-standard, technical, and organizational security measures to protect Customer Data. Customer is solely responsible for the security and configuration of everything Customer deploys on or runs through the Service. Customer is responsible for all activity occurring under its Accounts and instances. The Company shall have no liability arising from Customer's failure to secure or properly configure its workloads.

8.1 Sub-processors. Customer acknowledges that the Service is hosted and made available by certain sub-processors of the Company ("Sub-processors"). The Company may remove, add or replace its Sub-processors from time to time, at its sole discretion.

8.2 Free Software. The Service includes third-party "open source" or "Free Software" components that are subject to third-party terms and conditions ("Third-Party Components"). The license terms, copyright notices and available source code with respect to each Third-Party Component can be found at trust.valarhq.ai.

8.3.1 AI Features. The Service incorporates, involves and/or enables access to and use of artificial intelligence, machine learning and large language model services or features or similar technologies ("AI Features"). The AI Features are currently provided in reliance on artificial intelligence technology provided by the Company's AI service providers ("AI Service Providers") and the Company. Company reserves the right to utilize different AI Service Providers at any time. To the fullest extent permitted by applicable law, Company shall not be liable for any act or omission of any AI Service Provider. If Customer does not agree to any current or future AI Service Provider, its sole remedy is to cease its use of the AI Features. AI Features are provided on an "as-is" and "as-available" basis, without warranties of any kind, and the use of AI Features is at the Customer's own discretion and sole risk.

8.3.2 AI Input and AI Output. Customer and its Users may interact with the Service in a variety of formats, including by providing input (including Customer Data) for use with the AI Features ("AI Input") and receiving responses generated by the AI Features based on the AI Input ("AI Output"). Customer may also enable the Service to take actions on Customer's behalf ("Acts"), based on Customer's AI Inputs. Customer is responsible for all AI Inputs and all Acts. Customer must ensure that it has all rights, licenses and permissions that are necessary for Company to process such AI Inputs in accordance with these Terms and to provide the Service, including to integrate with third-party services, to share AI Inputs and AI Outputs with others and to take Acts. Customer should ensure that the AI Inputs will not violate these Terms, or any laws or regulations, and that such use does not infringe, misappropriate or violate third party rights.

8.3.3 Acknowledgements. Customer acknowledges that: (i) AI Output may be inaccurate, incorrect, contain non-unique elements or display content similar to that shown to other customers or users; (ii) Acts may not be error free or operate as Customer intended; (iii) AI Output is generated automatically by machine processes and Company has no control of the AI Output, and provides no warranty or liability with respect to the AI Output; and (iv) Customer is solely responsible for the use of the AI Outputs and the consequences of such use, including reviewing and verifying any AI Output (whether manually or through human review) before use and ensuring compliance with Customer's requirements and any applicable third-party right, law or regulation.

8.4 Third Party Integrations. The Service may allow the Customer, at its discretion, to link, connect, use, and/or integrate with third-party services, tools or applications, including any AI Features (collectively, "Integrations"). Company does not control or accept responsibility for any loss or damage that may arise from Customer's use of any Integration, for which Company makes no representations or warranties. Customer's use of any Integration is at Customer's own risk and subject to any terms, conditions or policies (including privacy policies) applicable to such Integrations. The Customer represents and warrants that it has all necessary rights, permissions and authority to enable and use any Integrations and hereby grants the Company the right to access and use such third-party systems as required to facilitate the Integrations. Any data exchange or interaction between the Customer and any Integration is solely between the Customer and the relevant Integration. The Customer further agrees that if its rights or authority to grant the Company access to any Integration terminate, it will promptly disable such Integration through its Account.

9.1 Term and Fees. The Service is provided on a consumption basis for the term specified in Customer's Order Form (the "Subscription" and the "Subscription Term"). Customer shall pay the Company the applicable fees set forth in the Order Form (the "Fees"). Unless expressly indicated otherwise, Fees are stated in US dollars. Fees are non-cancelable and non-refundable. The Company reserves the right to change the Fees at any time, upon notice.

9.2 Metering and Consumption. Fees for consumption-based usage are calculated based on Customer's usage of compute, storage, networking, power and other metered resources as measured by the Company's systems, and such measurements shall be conclusive and binding absent manifest error. Customer is responsible for all usage incurred under its Accounts and instances. Any excess over provisioned or committed volumes shall be billed at the Company's then-current rates. Customer is responsible for stopping, terminating, or de-provisioning any instance or resource it no longer requires. Any minimum commitment or reserved capacity set forth in an Order Form is non-cancelable and payable in full regardless of usage.

9.3 Subscription Auto-Renewal. Customer's Subscription shall automatically renew by default, unless canceled by either party at least 30 days prior to its expiration, for a renewal period equal in time to the original Subscription Term.

9.4 Taxes. The Fees are exclusive of any and all taxes, levies, or duties, except for income tax imposed on the Company.

9.5 Payment Terms. Unless otherwise set forth in the Order Form, the Fees shall be paid annually, in advance, upon receipt of an invoice. Delinquent payments may bear compounded interest at a rate equal to the lower of 1.5% per month or the highest rate permitted by law.

9.6 Credit Card. Credit card details may be needed to complete an order. Customer authorizes the Company to continue to charge its credit card upon the beginning of each billing period.

10.1 Termination for Cause. A breach of obligations by either party which is not cured within 10 days from receiving notice thereof, shall entitle the non-breaching party to immediately terminate these Terms.

10.2 Termination or Suspension by Company. Company may terminate or suspend Customer's use of the Service immediately, without prior notice or liability, if the Company believes Customer is using the Service in a manner that may impose a security risk, in breach of these Terms, or if payment is or is likely to become overdue.

10.3 Termination by Customer. Customer may terminate its Subscription by cancelling it, whereby termination will take effect at the end of the then-current Subscription Term.

10.4 Effect of Termination. Upon termination, Customer's rights hereunder shall terminate, and Customer shall cease to have access to the Service and any Customer Data. Customer is solely responsible to export all available Customer Data prior to such termination.

10.5 Survival. All provisions which by their nature should survive termination shall remain in full force and effect.

11.1 Confidential Information. "Confidential Information" means any non-public business, product, technology and marketing data disclosed by either party that is either identified as confidential or should reasonably be understood to be confidential.

11.2 Confidentiality Obligations. The Receiving Party shall hold Confidential Information in confidence, not disclose it to third parties without prior written consent, and not use it for any purpose other than to perform its obligations under these Terms. Obligations expire five (5) years from the date of termination or expiration of the last Subscription Term.

11.3 Right to Disclose. Company reserves the right to access, read, preserve, and disclose any information it obtains in connection with the Service as reasonably necessary to satisfy applicable law, enforce these Terms, address fraud or security issues, respond to support requests, or protect the rights, property or safety of the Company, its users or the public.

12.1 Except as explicitly set forth herein, the Service and any related services are supplied on an "as is" and "as available" basis and without warranties, guarantees or representations of any kind, whether express or implied, statutory, common law or otherwise, regarding the Service and Customer's use thereof, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose, accuracy, availability, security, compatibility or non-infringement. Company does not warrant that the use of the Service will be uninterrupted, error-free or will meet Customer's specific requirements or expectations, or that any process, action or information obtained by Customer as a result of the use of the Service will be accurate, reliable, effective, proper, lawful or otherwise in accordance with the Customer's expectations.

12.2 Without derogating from the foregoing, Company assumes no liability or responsibility for: (i) any errors, mistakes, or inaccuracies of the Service or any output (including AI Output); (ii) any content included in the output (including AI Output), the origin thereof and the rights therein; (iii) any interruption or cessation of transmission, loss or leak of data or other communications; (iv) the Customer Data and any AI Output and AI Input, or any other information contained in, or available via, the Service; and/or (v) any delays, delivery failures, or any other loss or damage resulting from the hosting, storage or transfer of software or data over communications networks and facilities, including the internet, and the performance of any third-party communication, hosting or storage provider. Any AI Output obtained through Customer's use of the Service is so obtained at Customer's own risk, and Customer will be solely responsible for any damage to its systems and/or for loss of data that results from same or from Customer's access to and/or use of the Service.

Notwithstanding anything in these Terms or elsewhere to the contrary and to the fullest extent permitted by applicable law:

13.1 In no event shall Company, its shareholders, directors, officers, affiliates, agents, members or employees be liable under any contract, tort or other legal or equitable theory, for any (i) special, incidental, punitive, consequential or indirect damages; (ii) loss of or damage to Customer's systems, devices, data, information, goodwill, profits, savings, or pure economic loss; (iii) the failure of industry standard security measures and protections; and/or (iv) the cost of procuring any substitute goods or services; regardless of (a) whether Company, its affiliates or third-party providers have been advised of the possibility of such damages or such damages were reasonably foreseeable; or (b) the theory or basis of liability.

13.2 To the maximum extent permitted by law, Company's aggregate and cumulative liability for all direct claims, damages and losses (whether in contract, tort or otherwise) is limited to the Fees paid to the Company for use of the Service in the twelve (12) months preceding the cause of the claim.

14.1 Without derogating from Company's rights under these Terms and under applicable law, Customer shall defend, indemnify, and hold harmless the Company and its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, liabilities, losses, reasonable expenses or costs incurred in connection with (i) Customer's violation of any third-party rights, including, without limitation, any privacy rights or intellectual property rights; (ii) the access to, use or misuse of the Service by Customer, the Users or any third party using an Account, including any use of the AI Output; (iii) Customer Data, or any content that is submitted via Customer's Account (including, without limitation, any misleading, false or inaccurate information); (iv) Customer's gross negligence, fraud or willful misconduct; and/or (v) Customer's breach of these Terms or any applicable law.

15.1 Affiliates. Customer's Affiliates may enter into a sub-subscription under these Terms. Customer shall be liable, together with such Affiliate, for any act or omission by such Affiliate to the same degree as if performed by the Customer.

15.2 Valar Entity. Unless stated otherwise in an applicable Order, if Customer is a person residing in, or an entity incorporated in, the United States or in Canada, "Company" means Valar, Inc., a company duly incorporated under the laws of Delaware; otherwise, "Company" means Valar AI Ltd., a company registered under the laws of the state of Israel, company registration number 517344040.

15.3 Export Control. The Service may be subject to Israeli, U.S. or foreign export controls, laws and regulations. Customer is solely responsible for complying with applicable Export Controls.

15.4 Customer's Reference. Customer acknowledges the Company has the right to use Customer's name and logo to identify Customer as a customer of Company, subject to revocation by contacting Company.

15.5 Force Majeure. Neither party will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party.

15.6 Governing Law; Jurisdiction. If "Company" is Valar, Inc., these Terms shall be governed by the laws of the State of Delaware, with exclusive jurisdiction in Delaware courts. If "Company" is Valar AI Ltd., these Terms shall be governed by the laws of the State of Israel, with exclusive jurisdiction in Tel Aviv, Israel courts. To the fullest extent permitted by law, the parties waive the right to a jury trial.

15.7 Class Action Waiver. Where permitted under applicable laws, Customer and Company agree that each party may bring claims against the other party only in its individual capacity and not as a plaintiff or class member in any purported class or representative action.

15.8 Relationship of the Parties. The Parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship. There are no third-party beneficiaries.

15.9 General. The headings used in these Terms are for convenience only.

15.10 Entire Agreement. These Terms constitute the entire agreement between Customer and the Company with respect to Customer's use of the Service.

15.11 Assignment. Company may assign at any time any of its rights and/or obligations hereunder to any third party without Customer's consent. Customer may not assign any of its rights without the prior written consent of Company.

15.12 Notice. All notices shall be made by personal delivery, express courier, certified or registered mail, or by electronic mail, and shall be deemed effective as set forth herein.

15.13 Severability. If any provision of these Terms is found to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect.

15.14 No Waiver. Failure of the Company to enforce any right or provision will not constitute a waiver unless acknowledged in writing.

15.15 Amendments. The Company reserves the right to change these Terms at any time by posting a new version. Material changes will be notified via the Service, the Company's website, or email. Modifications become effective immediately upon posting, provided that with respect to existing Orders, the change shall only become effective upon the end of the then-applicable Order term.