Commercial Terms of Service

These Commercial Terms of Service ("Terms") govern your access and use of the Apodex enterprise offerings, including the Apodex application made available to you on a trial, evaluation, or subscription basis, and the Apodex application programming interface and related software (the "API"), together with all related tools, documentation, and services (collectively "Services"). These Terms are a contract between you or the organization, company, or other entity that you represent ("Customer", "you", "your") and Apodex US, Inc. ("Apodex", "we", "our"). By accessing or using the Services, you agree to these Terms. 

Please note: You may not enter into these Terms on behalf of an organization, company, or other entity unless you have the legal authority to bind that entity. Services under these Terms are for business and developer use and are not for consumer use. Our consumer offerings are governed by our Consumer Terms of Service instead.

1. Services And Access

Overview. Subject to these Terms, Apodex gives Customer permission to use the Services, including to power products and services Customer makes available to its own customers and end users (“Users”).

Usage Requirements. You must comply with all documentation and usage limits provided. We reserve the right to monitor your API usage to ensure compliance and maintain service stability.

Access Methods. The Services are made available through two access methods, and Customer may use either or both: (a) the Apodex Application — the Apodex software application, whether accessed through a web browser, desktop application, or mobile application (including on iOS, Android, or other supported platforms) — made available on a trial, evaluation, or paid subscription basis; and (b) the API, which Customer may use to integrate the Services into its own applications and make them available to Users. In each case, access and use are subject to these Terms and any applicable service agreement, subscription plan, or Service-Specific Terms. The rights, obligations, and protections in these Terms apply equally regardless of the access method or device used, except where a provision expressly applies only to the Apodex Application or only to the API. Customer’s download or use of the Apodex Application from a third-party app store may also be subject to that store’s terms, which govern solely as between Customer and that store.

2. Customer Content

Customer Content. As between the parties and to the extent permitted by applicable law, Apodex agrees that Customer (a) retains all rights to its Inputs, and (b) owns its Outputs. Apodex disclaims any rights it receives to the Customer Content under these Terms. Subject to Customer’s compliance with these Terms, Apodex hereby assigns to Customer its right, title and interest (if any) in and to Outputs. “Inputs” means submissions to the Services by Customer or its Users and “Outputs” means responses generated by the Services to Inputs (Inputs and Outputs together are “Customer Content”). The Services may also take actions on Customer’s behalf based on Inputs, such as software manipulation, data processing, and system interactions ("Actions").

Non-Training Commitment. Except as expressly set out in the paragraph below, Apodex will not use Customer Content from the Services to develop or improve our foundational models unless Customer explicitly opts in. In all cases, Apodex may use Customer Content only to provide and maintain the Services, comply with applicable law, and enforce our safety and Acceptable Use policies. Where Customer Content includes personal data, Apodex processes it as a processor on Customer's behalf in accordance with the Data Processing Addendum.

Promotional Programs. Notwithstanding the foregoing, where Customer participates in a promotional, trial, beta, or evaluation program under which Customer receives free or discounted access, tokens, or credits (each, a "Promotional Program"), Apodex may use Customer Content generated through that Promotional Program to develop and improve its foundational models and Services, unless Customer opts out. Apodex will make an opt-out mechanism reasonably available (for example, in the account or workspace settings, or at the time of enrollment), and any opt-out will apply on a going-forward basis to Customer Content generated after Apodex has processed Customer's request. Opting out will not affect Customer's eligibility to participate in a Promotional Program, except where free or discounted access is expressly conditioned on such use, in which case Apodex will clearly disclose that condition before Customer enrolls. This paragraph does not apply to Customer Content generated through paid Services or under any service agreement which remains subject to the default Non-Training Commitment above.

3. Trust and Safety; Restrictions

Compliance. Each party will comply with all laws applicable to the provision (for Apodex) and use (for Customer) of the Services, including any applicable data privacy laws.

Policies and Service Terms. Customer and its Users may only use the Services in compliance with these Terms, including the Acceptable Use Policy and the Data Processing Addendum, which are incorporated by reference into these Terms. Customer must cooperate with reasonable requests for information from Apodex to support compliance with its Acceptable Use Policy, including to verify Customer’s identity and use of the Services.

Limitations of Outputs; Notice to Users. It is Customer’s responsibility to evaluate whether Outputs are appropriate for Customer’s use case, including where human review is appropriate, before using or sharing Outputs. Customer acknowledges, and must notify its Users, that factual assertions in Outputs should not be relied upon without independently checking their accuracy, as they may be false, incomplete, misleading or not reflective of recent events or information. 

Use Restrictions. Customer may not and must not attempt to (a) access the Services to build a competing product or service, including to train competing AI models or resell the Services except as expressly approved by Apodex; (b) reverse engineer, decompile, or attempt to discover the models, weights, or systems underlying the Services; (c) use any method to extract data from the Services, including "scraping," "harvesting," or "web crawling," beyond what is permitted by the API documentation; (d) represent that Output was human-generated when it was not, or otherwise violate our Acceptable Use Policy; (e) disclose the results of any benchmarking of the Services without Apodex’s prior written consent; (f) buy, sell, share, or transfer API keys or account credentials to or from any third party; or (g) support any third party’s attempt at any of the conduct restricted in this sentence.

Service Account. Customer is responsible for all activity under its account. Customer will promptly notify Apodex if Customer believes the account it uses to access the Services has been compromised, or is subject to a denial of service or similar malicious attack that may negatively impact the Services.

4. Confidentiality

Confidential Information. The parties may share information that is identified as confidential or proprietary, or that a party would reasonably understand to be confidential or proprietary ("Confidential Information"). Customer Content is Customer’s Confidential Information.

Obligations. The receiving party ("Recipient") may use the disclosing party’s ("Discloser") Confidential Information only to exercise its rights and perform its obligations under these Terms, and may disclose it only to its affiliates, employees, agents, and advisors who need to know it and who are bound by confidentiality obligations at least as protective as these Terms. Recipient will protect Confidential Information using no less than reasonable care and is responsible for the acts and omissions of its representatives.

Exclusions. Confidential Information excludes information that: (a) becomes public through no fault of Recipient; (b) is rightfully received from a third party without a duty of confidentiality; or (c) is independently developed without use of the Confidential Information. Recipient may disclose Confidential Information to the extent required by law, and will, where permitted, give the Discloser prompt notice and cooperate to limit the disclosure.

Destruction. Recipient will destroy or return the Discloser’s Confidential Information promptly upon request, except for copies retained to comply with law or held in routine automated backups, which remain subject to these obligations while retained.

5. Security and Data Privacy

Security. Apodex will implement and maintain administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Content (the "Security Measures"), and may update them provided the overall security of the Services is not materially diminished. 

Data Privacy. Data submitted through the Services will be processed in accordance with the Apodex Data Processing Addendum ("DPA"), which is incorporated into these Terms by reference. Where the Services are used to process personal data, each party will comply with the DPA and applicable data protection laws.

6. Intellectual Property & Open Source

Apodex IP. As between the parties, Apodex and its licensors retain all right, title, and interest in and to the Services, including all software, models, model weights, algorithms, user interfaces, documentation, and underlying technology, together with all intellectual property rights therein. Customer receives only the limited, revocable right to access and use the Services expressly granted in these Terms; no ownership of the Services is transferred to Customer, and all rights not expressly granted are reserved. This Section does not affect the parties' respective ownership of Customer Content set out in Section 2.

Open-Source and Third-Party Components. Certain Apodex models or Services may be built on, incorporate, or be distributed alongside open-source or other third-party components ("Third-Party Components"). Customer's access to and use of the Services is governed by these Terms. Where Apodex separately makes model weights, code, or other materials available under an open-source or other public license (for example, through Apodex's GitHub or Hugging Face repositories), Customer's use of those materials is governed solely by the license accompanying them and not by these Terms; to the extent of any conflict as to those materials, the applicable open-source license controls, and nothing in these Terms limits Customer's rights, or imposes additional obligations, under that license. Apodex is responsible for its own compliance with the licenses of Third-Party Components embedded in the Services, and these Terms grant Customer no rights in any Third-Party Component beyond those provided under its applicable license.

Reservation of Rights. Except as expressly stated in these Terms, these Terms grant neither party any rights, by implication, estoppel, or otherwise, in or to the other party's content, technology, or intellectual property.

7. Publicity

Apodex may use Customer’s name and logo to publicly identify Customer as a customer of the Services; provided that Customer may opt-out by contacting legal@apodex.com. Customer will consider in good faith any request by Apodex to (1) provide a quote from a Customer executive regarding Customer’s motivation for using the Services that Apodex may use publicly and (2) participate in a public co-marketing activity.

8. Fees

Payment of Fees. Customer is responsible for fees incurred by its account unless otherwise agreed by the parties. Apodex may require prepayment for the Services in the form of credits or offer other types of credits, all of which are subject to Apodex’s Service Credit Terms.

Taxes. Fees do not include any taxes, duties, or assessments that may be owed by Customer for use of the Services ("Taxes"), unless otherwise specified in the applicable invoice. Customer is responsible for remitting any necessary withholding Taxes to the relevant authority on a timely basis and providing Apodex with evidence of the same upon request. Where law provides for the reduction or elimination of withholding taxes, including via tax treaty, the parties will collaborate in good faith to do so. For clarity, Customer must pay Apodex the amount ("Gross-up Payment") that will ensure that Apodex receives the same total amount that it would have received if no such withholding or reduction by Customer had been required (taking into account any and all applicable Taxes (including any Taxes imposed on the Gross-up Payment)).

Billing. Failure to pay Apodex all amounts owed when due may result in suspension or termination of Customer’s access to the Services. Apodex reserves any other rights of collection it may have.

9. Term, Termination and Suspension

Term. These Terms start on the date Customer first accepts them or first accesses the Services and continue until terminated as set out below or, where a separate service agreement or plan applies, for the term stated there.

Termination. Either party may terminate these Terms (a) for convenience with prior written notice as stated in the applicable service agreement or plan (and, for Apodex, with at least 30 days’ prior notice where no term is stated); or (b) for the other party’s material breach that remains uncured 30 days after written notice describing the breach. Apodex may terminate immediately if it reasonably determines that providing the Services is prohibited by applicable law.

Suspension. Apodex may suspend Customer’s access to all or part of the Services if it reasonably determines that (a) there is a security risk to or attack on the Services; (b) Customer or a User is using the Services in violation of these Terms or the Acceptable Use Policy; or (c) the provision of the Services is prohibited by law. Apodex will use reasonable efforts to give notice, to narrowly tailor the suspension, and to restore access promptly once the cause is resolved.

Effect of Termination. Upon termination, Customer may no longer access the Services. The following provisions will survive termination or expiration of these Terms: (a) Sections 2 (Customer Content), 4 (Confidentiality), 5 (Security and Data Privacy), 6 (IP), 7 (Publicity), 8 (Fees), 9 (Term, Termination and Suspension), 10 (Governing Law; Dispute Resolution), 11 (Indemnification), 12 (Disclaimer of Warranties; Limitation of Liability), and 13 (General terms); (b) any provision or condition that must survive to fulfill its essential purpose.

10. Governing Law; Dispute Resolution

Governing Law. These Terms, and any dispute, claim, or controversy arising out of or relating to these Terms or the Services, whether in contract, tort, or otherwise (each, a "Dispute"), are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Disputes. In the event of a Dispute, the parties will first attempt in good faith to informally resolve the matter. The party raising the Dispute must notify the other party (“Dispute Notice”). The other party will respond to the Dispute Notice in a timely manner. If the parties have not resolved the dispute within 30 days of delivery of the Dispute Notice, either party may seek to resolve the dispute through arbitration as stated below.

Arbitration. Any Dispute not resolved through the informal-resolution process above will be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules then in effect, as modified here: (a) the seat (legal place) of arbitration is San Francisco, California; (b) one arbitrator will be appointed, or three if the amount in controversy exceeds US$5,000,000 (excluding interest, fees, and costs); (c) the arbitration will be conducted in English; (d) the arbitrator may conduct hearings by videoconference or other remote means, and no party will be required to attend in person; (e) the arbitrator's award is final and binding, and judgment on the award may be entered in any court of competent jurisdiction; and (f) each party will bear fees and costs as provided in the rules, and the arbitrator may award reasonable attorneys' fees and costs to the prevailing party to the extent permitted by law. This arbitration agreement is governed by the Federal Arbitration Act, which governs its interpretation, validity, and enforcement.

Court proceedings; injunctive relief. Either party may seek injunctive or other equitable relief in the state or federal courts located in Delaware or the Northern District of California to protect its intellectual property or Confidential Information. Notwithstanding the agreement to arbitrate above, Apodex may bring an action in any court of competent jurisdiction to collect fees or other amounts due and unpaid under these Terms. The parties consent to the personal jurisdiction of those courts for these purposes.

Class action and jury trial waiver. All Disputes will be brought only in a party's individual capacity, and not as a plaintiff or class member in any class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one party's claims or preside over any class or representative proceeding. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PARTICIPATE IN A CLASS ACTION.

11. Indemnification

Apodex indemnity. Apodex will defend Customer and its personnel, successors, and assigns against any third-party claims alleging that the Customer’s paid use of the Services or Outputs infringes a third party’s intellectual property rights, and will indemnify Customer for damages and costs finally awarded against Customer or agreed in an Apodex-approved settlement.

Exclusions. This indemnity does not apply if: (i) Customer knew the Output was infringing; (ii) Customer modified the Output; (iii) the infringement arises from Customer’s Input or from the combination of the Services or Output with technology or content not provided by Apodex; or (iv) Customer failed to use citation or safety filtering features provided by Apodex.

Process. The indemnified party will promptly notify the indemnifying party of the claim, provide reasonable cooperation, and allow the indemnifying party to control the defense and settlement (provided that no settlement imposing a non-indemnified obligation or admission on the indemnified party may be entered without its consent, not to be unreasonably withheld).

Customer Indemnity. Customer will defend Apodex and its affiliates, and indemnify them for damages and costs finally awarded or agreed in a Customer-approved settlement, arising from third-party claims to the extent related to (a) Customer’s Inputs or other data, (b) Customer’s applications or products, or (c) Customer’s use of the Services in violation of these Terms or the Acceptable Use Policy. 

Sole Remedy. To the extent covered by this Section 11, indemnification is each party’s sole and exclusive remedy for third-party intellectual property claims. The obligations in this Section 11 are not subject to the limitation of liability in Section 12.

12. Disclaimer of Warranties; Limitation of Liability

YOUR USE OF THE SERVICES, CUSTOMER CONTENT, AND ACTIONS IS SOLELY AT YOUR OWN RISK. THE SERVICES, OUTPUTS, AND ACTIONS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE AND OUR PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, ACCURACY, AVAILABILITY, RELIABILITY, SECURITY, PRIVACY, COMPATIBILITY, NON-INFRINGEMENT, AND ANY WARRANTY IMPLIED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES, THE CUSTOMER CONTENTS, THE ACTIONS, OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR THE EXCLUDED CLAIMS BELOW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. "EXCLUDED CLAIMS" MEANS (A) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; (B) A PARTY’S BREACH OF CONFIDENTIALITY; (C) CUSTOMER’S PAYMENT OBLIGATIONS; AND (D) A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, WHICH ARE NOT SUBJECT TO THE FOREGOING CAP.  

THE PARTIES AGREE THAT THE LIMITATIONS IN THIS SECTION APPLY (I) TO THE MAXIMUM EXTENT PERMITTED BY LAW; (II) REGARDLESS OF THE FORM OF ACTION; AND (III) EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND FORM AN ESSENTIAL BASIS OF THE BARGAIN. THE LAWS OF SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR CERTAIN TYPES OF DAMAGES, SO SOME OR ALL OF THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS MAY NOT APPLY TO YOU.

13. General terms

Amendment and Modification. Apodex may update these Terms at any time, to be effective 30 days after the updates are posted by Apodex or Customer otherwise receives notice, except that updates made in response to changes to law or regulation take effect immediately upon posting or notice. Changes will not apply retroactively. Failure to exercise or delay in exercising any rights or remedies arising from these Terms does not and will not be construed as a waiver; and no single or partial exercise of any right or remedy will preclude future exercise of such right or remedy.

Assignment and Delegation. Neither party may assign its rights or delegate its obligations under these Terms without the other party’s prior written consent, except that Apodex may assign its rights and delegate its obligations to an affiliate or as part of a sale of all or substantially all its business. Any purported assignment or delegation is null and void except as permitted above. No permitted assignment or delegation will relieve the contracting party or assignees of their obligations under these Terms. These Terms will bind and inure to the benefit of the parties and their respective permitted successors and assigns.

Severability. If a provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will neither affect any other term or provision of these Terms nor invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties will negotiate in good faith to modify these Terms to reflect the parties’ original intent as closely as possible.

Representations. Each party represents that it is authorized to enter into these Terms and that doing so will not violate any agreement or law binding on it. Customer further represents that it has all rights and permissions necessary to submit its Inputs to the Services.

Export Controls. Customer may not export or provide access to the Services to persons or entities or into countries or for uses where it is prohibited under U.S. or other applicable international law. Without limiting the foregoing sentence, this restriction applies (a) to countries where export from the US or into such country would be prohibited or illegal without first obtaining the appropriate license, and (b) to persons, entities, or countries covered by U.S. sanctions.

Integration. These Terms (including the Acceptable Use Policy, DPA and other documents or terms that are incorporated by reference by these Terms) constitute the parties’ entire understanding as to the Services’ provision and use. These Terms supersede all other understandings or agreements between the parties regarding the Services.

Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

Notices. Notices must be in writing and are effective when delivered to Customer at the email or account address on file, and to Apodex at legal@apodex.com, except that notices concerning disputes or equitable relief must be given by a traceable means.

14. How to Contact Us

If you have any questions or comments, please contact us by email at support@apodex.com for product or service-related inquiries or legal@apodex.com for legal or data-related inquiries.