Terms of Service

1. Services; Use of the Services

1.1 Provision of Services

Nunchux will provide the services described at docs (or a successor URL) and any related documentation (“Services”). Nunchux may perform its obligations under this Agreement through its Affiliates and subcontractors. Nunchux will remain responsible for their performance.

1.2 License Grant; Use Rights

Subject to Customer’s payment of the Fees (defined below), Nunchux grants Customer a non-exclusive, non-transferable, non-sublicensable, non-assignable limited right to access and use the Services during the Term only in accordance with this Agreement and applicable documentation. Customer is responsible for all use of the Services under Customer’s accounts, including use by Customer’s Authorized Users.

1.3 End Users

Customer may integrate the Services into Customer’s applications, products, or services (“Customer Application”) and permit Customer’s end user customers (“End Users”) to access the functionality of the Services solely through the Customer Application. Customer is responsible for all acts and omissions of its End Users in connection with the Services as if they were acts and omissions of Customer, including compliance with this Agreement and the Acceptable Use Policy. Customer will maintain legally enforceable terms with each End User that are at least as protective of Company and the Services as the applicable terms of this Agreement, including the Acceptable Use Policy.

1.4 Customer Account

Customer must comply with any account registration requirements to use the Services. Customer must provide accurate and current account information. Customer may not resell or lease access to its account. Customer will not share account credentials with anyone other than its Authorized Users. Customer will promptly notify Nunchux if it becomes aware of unauthorized access to Customer’s account or the Services.

1.5 Restrictions

Customer will not (and will not permit any third party to): (a) attempt to reverse engineer, disassemble, decompile, extract, derive, reconstruct, or attempt to discover any source code, underlying algorithms, models, parameters, training data, or systems of any part of the Services, except to the extent expressly permitted by an applicable Third-Party License; (b) modify, translate, or otherwise create derivative works of any part of the Services; (c) use the Services to develop, train, or improve a model, service, or offering that is a direct substitute for the Services; (d) benchmark or publish performance tests of the Services, except as expressly permitted under Section 1.7 below; or (e) copy, rent, lease, distribute, or otherwise transfer any of the rights that Customer receives hereunder.

1.6 Benchmarking

Customer may conduct and publish benchmarks or performance tests of the Services provided that (i) Customer complies with the Acceptable Use Policy and does not circumvent the Services’ technical restrictions, (ii) published results include material methodology details sufficient to avoid misleading conclusions, (iii) Customer does not disclose Nunchux Confidential Information, and (iv) Customer does not attribute performance limitations to any specific Third-Party Model where doing so would violate applicable Third-Party License terms.

1.7 Support

Nunchux will provide support for the Services as described in the documentation accompanying the Services. Nunchux will provide standard support for the Services consistent with Nunchux’s then-current support practices, unless otherwise agreed to with the Customer.

1.8 Professional Services

Nunchux may, upon mutual written agreement of the parties, provide professional services such as fine-tuning, integration support, or technical consulting (“Professional Services”) to Customer. Any Professional Services will be described in and governed by a separate written agreement between the Parties and are not included in the Services provided under this Agreement.

1.9 Third-Party Models, Software, and Products

1.9.1

Third-Party Models and Third-Party Software made available through the Services are provided under third-party license terms (each, a “Third-Party License”). Nunchux makes Third-Party Models and Third-Party Software available on its infrastructure but is not the licensor of such Third-Party Models or Third-Party Software. Customer’s use of Third-Party Models and Third-Party Software is subject to the applicable Third-Party License (including any open-source or similar public license terms), and Customer is solely responsible for reviewing and complying with all such terms , including any use restrictions, attribution, notice, and pass-through requirements, or output limitations. To the extent any Third-Party License terms conflict with this Agreement, the Third-Party License terms will control with respect to the applicable Third-Party Model or Third-Party Software.

1.9.2

Nunchux disclaims all representations and warranties with respect to Third-Party Models, including warranties of non-infringement, accuracy, fitness, or continued availability. Nunchux is not responsible for any claim arising from a Third-Party Model, including any applicable license terms, or Customer’s failure to comply with such license terms.

1.9.3

Customer may elect to use other non-Nunchux products, services, or content with the Services (“Third-Party Products”). Customer’s use of such Third-Party Products will be governed by, and Customer is responsible for compliance with the terms between Customer and the provider of the Third-Party Product.

1.10 Model Catalog; Changes

Nunchux may add, modify, update, suspend, deprecate, or remove Base Models (including Third-Party Models) from the Services at any time. Nunchux will use commercially reasonable efforts to provide Customer with reasonable advance notice of the removal or material modification of a Third-Party Model, but Nunchux will have no liability for any such change. Customer is responsible for designing its applications to accommodate model changes and for maintaining compatibility with available models.

2. Customer Responsibilities

Customer will: (a) be responsible for determining whether the Services are suitable for Customer’s intended use; (b) obtain and maintain all licenses, permissions and consents required for Customer’s use of the Services; (c) be responsible for unauthorized access to or use of the Services by Customer, its Representatives, its Authorized Users, or any third party to the extent caused by Customer’s acts or omissions; (d) notify Nunchux promptly after becoming aware of any unauthorized access to or use of the Services, and reasonably cooperate with Nunchux and any authorities investigating the incident; and (e) comply with this Agreement and all applicable law in connection with Customer’s use of the Services.

3. Fees and Payment

3.1 Usage-based Fees

Customer will purchase the Services based on usage, and Customer agrees that Nunchux will charge Customer the then-current Fees for the Services, provided that Nunchux will provide reasonable advance notice to Customer before any increase in Fees. Nunchux may require Customer to prepay or maintain a minimum balance. Nunchux may suspend access if Customer’s account has insufficient funds or Customer otherwise fails to meet its payment obligations.

3.2 Taxes

Fees are exclusive of sales, use, VAT, GST, withholding or similar taxes. Customer will pay all applicable taxes and duties required by law in connection with the Services, except taxes on Nunchux’s net income.

4. Intellectual Property

4.1 Nunchux IP

As between the Parties, Nunchux (and its licensors) own all Intellectual Property Rights in and to the Services (excluding any Third-Party Software), First-Party Models, including any improvements or derivatives thereof, and any Professional Services Deliverables, but excluding Customer Data.

4.2 Customer Data

As between the Parties, Customer retains all rights in Customer Data. Nunchux may process Customer Data solely to provide the Services, including to generate Outputs requested by Customer, to provide Fine-Tuned Models at Customer direction, and to comply with applicable law. Nunchux will maintain reasonable administrative, physical, and technical safeguards to protect Customer Data. Customer represents it has obtained all rights and consents required to provide Customer Data and to permit Nunchux to process it for the purposes described in this Section 4.2.

4.3 Output Responsibility

Customer is solely responsible for its use of Outputs (including by its Authorized Users and End Users), including any decisions made, actions taken, or products and services built using Outputs. Customer will evaluate all Outputs for accuracy, appropriateness, and compliance with applicable law before any use or distribution. Nunchux has no responsibility or liability for Customer’s or any third party’s use of or reliance on Outputs.

4.4 Fine-Tuned Models

As between the Parties, Fine-Tuned Models are derivative works of the applicable Base Model. Nunchux (or the applicable third-party licensor) retains all rights in the underlying Base Model. Customer retains all rights in the Fine-Tuning Data. Customer receives a non-exclusive, non-transferable license to use the Fine-Tuned Model through the Services during the Term, subject to the terms of this Agreement. Upon termination, Customer’s right to access the Fine-Tuned Model terminates, provided that Customer may retrieve Fine-Tuning Data during the Retrieval Period.

4.5 Usage Data

Nunchux may collect and use Usage Data to operate, maintain, protect, and improve the Services, including capacity planning, abuse prevention, and billing. Usage Data will be de-identified and aggregated to the extent practicable.

4.6 Reservation of Rights

Except as expressly set forth herein, this Agreement does not grant: (a) Nunchux any Intellectual Property Rights in Customer Data; or (b) Customer any Intellectual Property Rights in the Services. Customer obtains only a limited right to use the Services, and no ownership rights are transferred to Customer or its users under this Agreement.

4.7 Feedback

If Customer provides (in its sole discretion) Nunchux with feedback regarding the Services (“Feedback”), Customer grants to Nunchux the right to use and exploit the Feedback without restriction or compensation.

4.8 Intellectual Property and Content Reporting

Nunchux respects the intellectual property rights of third parties.

4.8.1 Copyright

If Customer believes anything on the Services infringes a copyright that Customer owns or controls, Customer may send a compliant DMCA takedown notice to Nunchux’s copyright agent at [email protected]. Nunchux accepts and processes valid reports in accordance with requirements specified in the DMCA, 17 U.S.C. 512. Nunchux may remove any infringing materials from the Services, and in appropriate circumstances, suspend or terminate access or use of the Services to any repeat infringers.

4.8.2 Other Intellectual Property and Rights Complaints

If Customer or any third party believes that content on or generated through the Services violates their trademark rights, right of publicity, or other personal rights, they may submit a report to [email protected]. Nunchux will review reports received and may, in its reasonable discretion, remove or restrict access to the reported content.

5. Confidentiality; NDA Fallback

5.1 NDA Controls

If the Parties have an effective written nondisclosure agreement covering confidentiality between them (an “NDA”), then the NDA governs confidentiality for purposes of the Services relationship and this Section 5 applies only to the extent there is no NDA between the Parties or if the NDA does not cover the relevant Confidential Information or obligations.

5.2 Confidentiality Obligations

Each Party will: (a) use reasonable care to protect the other Party’s Confidential Information, including at a minimum by using the same measures used to protect their own Confidential Information of a similar nature; (b) use the other Party’s Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement; and (c) not disclose the other Party’s Confidential Information except to its Representatives who have a need to know and are bound by confidentiality obligations at least as protective as those in this Section 5.

5.3 Compelled Disclosure

A Party may disclose Confidential Information solely to the extent required by law, regulation, or court order, provided it gives the Disclosing Party prompt notice (if legally permitted) and reasonably cooperates (at the Disclosing Party’s expense) in seeking a protective order or other confidential treatment.

5.4 Residual Information

Neither Party is required to restrict work assignments of its Representatives who have had access to Confidential Information. Each Party agrees that the use of information retained in Representatives’ unaided memories in the development or deployment of the Parties’ respective products or services does not create liability under this Agreement or trade secret law, and each Party agrees to limit what it discloses to the other accordingly.

6. Data Protection; Personal Data; Security

6.1 No Personal Data by Default

Customer will not submit Personal Data to the Services unless the Parties have executed a Data Protection Addendum. “Personal Data” has the meaning set out in the Data Protection Addendum.

6.2 Data Protection Addendum; Processor Role

If Customer requires Nunchux to process Personal Data in connection with the Services, then Customer will notify Nunchux and the Parties will enter into a Data Protection Addendum under which Nunchux will act as a processor and/or service provider and Customer will act as a controller and/or business (each as defined under Applicable Data Protection Laws).

6.3 No Additional Liability

Nothing in this Section 6 expands either Party’s liability beyond what is expressly stated in the Data Protection Addendum and this Agreement.

7. Representations and Warranties

7.1 Mutual Authority

Each Party represents and warrants that it has full power and authority to enter into and perform its obligations under this Agreement.

7.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND NUNCHUX DISCLAIMS ALL OTHER WARRANTIES (EXPRESS OR IMPLIED) TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, OR QUIET ENJOYMENT, ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS.

7.3 AI Model Output Disclaimer

Customer acknowledges that Outputs generated by Base Models and Fine-Tuned Models are probabilistic in nature and may be inaccurate, incomplete, non-unique, biased, or otherwise unreliable. Outputs may be similar or identical to content generated for other users. Outputs may contain visual, audio, or other artifacts inherent to generative AI. Nunchux does not warrant the accuracy, reliability, completeness, or fitness of any Output for any particular purpose. Customer is solely responsible for evaluating, validating, and determining the suitability of any Output, including obtaining any rights clearances Customer deems necessary, before relying on it or incorporating it into Customer’s products, services, or decision-making processes. Nunchux is not liable for any loss or damage arising from Customer’s, its Authorized Users’, or its End Users’ reliance on Outputs.

8. Indemnities

8.1 Customer Indemnity

Customer will defend, indemnify, and hold harmless Nunchux and its Affiliates and Representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third-party claim concerning: (a) Customer Data and Fine-Tuning Data; (b) Customer’s, Authorized Users’, or its End Users’ use of the Services; (c) violation by Customer, its Authorized Users, or its End Users’ of applicable law or this Agreement, including without limitation, the Acceptable Use Policy; or (d) Customer, its Representatives, its Authorized Users, or its End Users’ material breach of this Agreement.

8.2 Nunchux Indemnity

Nunchux will defend, indemnify and hold harmless Customer against any third-party claim alleging that the Services, infringe or violate such third-party’s Intellectual Property Rights, and will pay damages awarded by a court of competent jurisdiction or agreed in a settlement approved by Nunchux. This Section 8.2 does not apply to claims arising from: (a) Customer Data; (b) Third-Party Models, Third-Party Software, or Third-Party Products; (c) Outputs; (d) modifications to the Services; (e) combinations with items not provided by Nunchux, to the extent the claim would not have occurred but for the combination; (f) use of the Services in violation of this Agreement; or (g) Nunchux’s compliance with Customer’s specifications. If the Services are (or, in Nunchux’s reasonable opinion, are likely to become) the subject of an infringement claim, Nunchux may at its option: (i) obtain the right for Customer to continue using the affected portion; or (ii) modify or replace the affected portion to be non-infringing.

8.3 Indemnification Procedures

The indemnified Party will: (a) promptly notify the indemnifying Party of the claim (provided that failure to promptly notify will relieve the indemnifying Party only to the extent materially prejudiced); (b) provide reasonable cooperation at the indemnifying Party’s expense; and (c) allow the indemnifying Party sole control of the defense and settlement, provided that no settlement will impose liability or obligations on the indemnified Party without the indemnified Party’s prior written consent (not to be unreasonably withheld or delayed).

9. Limitation of Liability

9.1 Liability Cap

Except for Excluded Claims under Section 9.3 of this Agreement, Nunchux’s total aggregate liability across all claims arising out of or related to this Agreement will not exceed the Fees paid by Customer during the twelve (12) months immediately preceding the event first giving rise to the claim, but in no event less than one hundred dollars ($100).

9.2 Excluded Damages

To the maximum extent permitted by law, Nunchux will not be liable under any theory of liability, whether based in contract, tort, negligence, warranty, or otherwise, for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, loss of data, cost of cover, loss of goodwill, or business interruption, even if advised of the possibility of such damages.

9.3 Excluded Claims

Nothing in this Agreement limits liability for: (a) death or personal injury caused by a Party’s negligence; (b) a Party. its Representative’s, or End Users’ fraud, gross negligence, or willful misconduct; (c) liability that cannot be limited by law; or (d) a Party’s indemnification obligations under this Agreement, provided that Nunchux’s aggregate liability under Section 8.2 of this Agreement will not exceed three (3) times the Fees paid or payable during the twelve (12) months immediately preceding the event first giving rise to the claim.

10. Suspension

10.1 General

Nunchux will have the right to suspend Customer’s access to the Services (in whole or part) immediately without liability if it reasonably determines: (a) Customer’s, its Representative’s, or its End User’s use of Services: (i) could adversely impact Nunchux’s systems, the Services, or the systems of another Nunchux customers, (ii) could subject Nunchux, its Representatives, or any third party to liability, or (iii) could be fraudulent; (b) Customer, its Representative, or its End User(s) is, in material breach of this Agreement (including the Acceptable Use Policy); (c) Customer is in breach of its payment obligations under Section 3 of this Agreement; or (d) Customer ceases to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Customer assets, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

10.2 Effect of Suspension

If Nunchux suspends Customer’s right to access or use the Services Customer will be responsible for all fees and charges Customer incurs during the period of suspension resulting from Customer’s breach of this Agreement.

11. Termination; Retrieval

11.1 Convenience Termination / Termination for Cause

Convenience Termination. Either Party may terminate this Agreement at any time by providing at least thirty (30) days’ prior written notice to the other Party.Termination for Cause. Either Party may terminate this Agreement for material breach if the breaching Party fails to cure within thirty (30) days after receiving written notice of breach. For clarity, Nunchux may immediately terminate this Agreement for Customer’s nonpayment if payment remains uncured following the notice and cure process in this Section 11.1.

11.2 Effect of Termination or Expiry; Retrieval Period

Upon termination or expiry of this Agreement: (a) Customer’s rights to use the Services end immediately; (b) for ninety (90) days after termination or expiry (the “Retrieval Period”), Nunchux will make Customer Data available for retrieval in a standard format using mechanisms reasonably supported by the Services, provided Customer has paid all undisputed Fees due; (c) after the Retrieval Period, Nunchux may delete Customer Data in accordance with its standard retention and deletion practices, unless legally required to retain it; and (d) each Party will, upon request, return or destroy the other Party’s Confidential Information, except that a Party may retain copies solely as required for legal compliance or bona fide archival purposes, subject to ongoing confidentiality obligations.

11.3 Survival

Sections of this Agreement intended by their nature to survive termination or expiry will survive, including Sections 1.6 (Restrictions), Section 3 (Fees and Payment), 4 (Intellectual Property), 5 (Confidentiality), 7.2 (Disclaimer), 8 (Indemnities), 9 (Limitation of Liability), 11.2 (Effect of Termination or Expiry; Retrieval Period), 12 (Compliance), 13 (General), 14 (Dispute Resolution; Governing Law and Jurisdiction), and 15 (Definitions).

12. Compliance

12.1 General

Each Party will comply with applicable law, including export control and sanctions laws. Customer is responsible for Customer’s use of the Services and for ensuring that Customer Data is lawful and properly obtained.

12.2 Trade Compliance

In connection with this Agreement, each Party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to Nunchux, including the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, Customer is solely responsible for compliance related to the manner in which Customer chooses to use the Services, including Customer’s transfer and processing of Customer Data, the provision of Customer Data to its users, and the region in which any of the foregoing occur. Customer represents and warrants that Customer and its financial institutions, or any third party that owns or controls Customer or its financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.

13. General

13.1 Publicity

Customer agrees that Nunchux may identify Customer as a customer and use Customer’s name and logo for marketing purposes. Customer may revoke this permission by written notice, and Nunchux will stop future use within a commercially reasonable period.

13.2 Assignment

Customer may not assign this Agreement without Nunchux’s prior written consent. Nunchux may assign this Agreement upon written notice to Customer to an Affiliate or in connection with a merger, reorganization, or sale of all or substantially all of Nunchux’s assets, provided the assignee agrees in writing to be bound by this Agreement.

13.3 Entire Agreement

This Agreement and the documents incorporated by reference constitute the entire agreement between the Parties regarding the Services and supersede all prior or contemporaneous agreements on that subject.

13.4 Changes to this Agreement

Nunchux may update this Agreement by posting a revised version online within the Services, and the “Last Updated” date above will state the date such updated Agreement was last revised. For material changes, Nunchux will provide at least thirty (30) days’ advance notice. Customer’s continued use of the Services after the notice period constitutes acceptance of the updated Agreement. If Customer does not agree to the updated terms, Customer may terminate this Agreement before the changes take effect.

13.5 Severability

If any provision is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement will remain in effect, and the Parties will replace the invalid provision with a valid provision that most closely reflects the original intent.

13.6 Waivers

A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

13.7 Notices

All notices to Nunchux will be delivered by email to [email protected] or successor e-mail as may be provided by Nunchux, or reputable courier to the Nunchux’s then-current corporate address. All notices to Customer will be delivered to the email provided at the time of registration for use of the Services. Email notices are deemed given when sent, provided no bounce-back is received.

13.8 No Third-Party Beneficiaries

Except as expressly stated in this Agreement, no third party has any right to enforce any provision of this Agreement.

13.9 Force Majeure

Except for payment obligations, neither Customer nor Nunchux will have any liability for failures or delays in performance resulting from conditions beyond the Parties’ reasonable control, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, or power failures.

14. Dispute Resolution; Governing Law and Jurisdiction

14.1 Arbitration; Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with this Agreement will be governed by and construed in accordance with the laws of the State of California, USA, without regard to conflict-of-laws rules. Any dispute, controversy, or claim arising out of or in connection with this Agreement (including any question regarding its existence, validity, or termination) will be finally resolved by arbitration in San Francisco, California administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator. The language of the arbitration will be English. Judgment on the award may be entered in any court having jurisdiction. Nothing in this Section 14.1 prevents either Party from seeking immediate injunctive or other equitable relief in any court of competent jurisdiction where such relief would not be reasonably effective if obtained only through arbitration in San Francisco.

14.2 UN Convention on Contracts/UCITA

The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to this Agreement.

15. Definitions

Capitalized terms used in this Agreement have the meanings set out below.

• “API”: Nunchux’s application programming interfaces and related developer tools.
• “Acceptable Use Policy”: Nunchux’s acceptable use policy for use of the Services available at /acceptable-use or successor URL as may be provided by Nunchux.
• “Affiliate”: an entity that controls, is controlled by, or is under common control with a Party.
• “Authorized Users”: Customer’s employees and contractors who are authorized by Customer to access the Services under Customer’s account.
• “Base Models”: pre-trained generative AI models made available through the Services, including generative language, visual/image, audio, video, multimodal, and/or world models, and including First-Party Models and Third-Party Models, but excluding Fine-Tuned Models.
• “Confidential Information”: has the meaning set forth in the NDA. If there is no NDA entered into between the Parties, it means information disclosed by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) that is confidential or would reasonably be understood to be confidential given its nature or the circumstances of disclosure, including business, technical, product, security, pricing, and commercial information, and the existence and terms of this Agreement. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes public through no breach by the Receiving Party; (b) was rightfully known by the Receiving Party without restriction before receipt from the Disclosing Party; (c) is independently developed without use of the Disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without a duty of confidentiality.
• “Customer Data”: Inputs, Fine-Tuning Data, and any other data or content, including Personal Data if applicable, that Customer or its Authorized Users submit to the Services, and Outputs generated through Customer’s use of the Services, but excluding Usage Data.
• “Data Protection Addendum”: Nunchux’s data processing documentation available at /dpa or successor URL as may be provided by Nunchux.
• “Fees”: the fees charged by Nunchux for use of the Services.
• “Fine-Tuned Model”: a model artifact resulting from fine-tuning a Base Model using Fine-Tuning Data via the Service.
• “Fine-Tuning Data”: the datasets, prompts, labels, evaluation sets, and other data Customer supplies for training, tuning, or evaluation.
• “First-Party Model”: a Base Model developed and owned (or fully controlled) by Nunchux.
• “Inputs”: prompts, images, videos, audio, files, content, or other materials submitted by Customer to the Services for inference, generation, or evaluation.
• “Intellectual Property Rights”: all intellectual property rights recognized in any jurisdiction, including copyrights, trademarks, service marks, trade names, patents, rights in inventions, know-how, trade secrets, database rights, and all applications, renewals, and extensions of the foregoing.
• “Outputs”: images, video, audio, text, 3D assets, and other content generated by a Base Model or Fine-Tuned Model in response to Inputs.
• “Privacy Policy”: the privacy statement available at /privacy or successor URL as may be provided by Nunchux.
• “Professional Services”: Nunchux technical support services and/or consulting services provided to Customer. Professional Services does not include the Services.
• “Professional Services Deliverables”: any computer code or materials (including without limitation proofs of concept, documentation and design recommendations, sample code, software libraries, algorithms and machine learning models) other than the Services that Nunchux provides to Customer in connection with Nunchux’s performance of Professional Services.
• “Representatives”: the employees, contractors, agents, advisers, and Affiliates of a Party.
• “SLA”: the service level agreement available at /enterprise or successor URL as may be provided by Nunchux.
• “Software”: any software provided by Nunchux in connection with the Services.
• “Third-Party Model”: a Base Model provided by a third party, including open-source models, made available through the Services.
• “Third-Party Software”: any Software provided by a third party, including open-source software, made available through the Services.
• “Usage Data”: telemetry and operational data generated by use of the Services (e.g., request identifiers and timestamps, model identifiers, request/response metadata, compute time, inference steps, resolution, duration, frame counts, time steps, token count, latency, error logs, and account/administrative information used for billing or account management), but excluding Customer Data.