key: openai-tou-20230314 short_name: OpenAI Terms of Use 20230314 name: OpenAI Terms of Use 20230314 category: Commercial owner: OpenAI homepage_url: https://openai.com/policies/terms-of-use spdx_license_key: LicenseRef-scancode-openai-tou-20230314 ignorable_copyrights: - (c) Arbitration Forum - (c) Price Changes - (c) Processing of Personal Data - (c) U.S. Federal Agency Entities ignorable_holders: - Arbitration Forum - Price Changes - Processing of Personal Data - U.S. Federal Agency Entities ignorable_urls: - https://ec.europa.eu/consumers/odr ignorable_emails: - ar@openai.com - contract-notices@openai.com - dispute-resolution@openai.com text: "Thank you for using OpenAI!\n\nThese Terms of Use apply when you use the services of\ \ OpenAI, L.L.C. or our affiliates, including our application programming interface, software,\ \ tools, developer services, data, documentation, and websites (“Services”). The Terms include\ \ our Service Terms, Sharing & Publication Policy, Usage Policies, and other documentation,\ \ guidelines, or policies we may provide in writing. By using our Services, you agree to these\ \ Terms. Our Privacy Policy explains how we collect and use personal information.\n\n1. Registration\ \ and Access\n\nYou must be at least 13 years old to use the Services. If you are under 18\ \ you must have your parent or legal guardian’s permission to use the Services. If you use\ \ the Services on behalf of another person or entity, you must have the authority to accept\ \ the Terms on their behalf. You must provide accurate and complete information to register\ \ for an account. You may not make your access credentials or account available to others\ \ outside your organization, and you are responsible for all activities that occur using your\ \ credentials.\n\n2. Usage Requirements\n\n(a) Use of Services. You may access, and we grant\ \ you a non-exclusive right to use, the Services in accordance with these Terms. You will\ \ comply with these Terms and all applicable laws when using the Services. We and our affiliates\ \ own all rights, title, and interest in and to the Services.\n\n(b) Feedback. We appreciate\ \ feedback, comments, ideas, proposals and suggestions for improvements. If you provide any\ \ of these things, we may use it without restriction or compensation to you.\n\n(c) Restrictions.\ \ You may not (i) use the Services in a way that infringes, misappropriates or violates any\ \ person’s rights; (ii) reverse assemble, reverse compile, decompile, translate or otherwise\ \ attempt to discover the source code or underlying components of models, algorithms, and\ \ systems of the Services (except to the extent such restrictions are contrary to applicable\ \ law); (iii) use output from the Services to develop models that compete with OpenAI; (iv)\ \ except as permitted through the API, use any automated or programmatic method to extract\ \ data or output from the Services, including scraping, web harvesting, or web data extraction;\ \ (v) represent that output from the Services was human-generated when it is not or otherwise\ \ violate our Usage Policies; (vii) buy, sell, or transfer API keys without our prior consent;\ \ or (viii), send us any personal information of children under 13 or the applicable age of\ \ digital consent. You will comply with any rate limits and other requirements in our documentation.\ \ You may use Services only in geographies currently supported by OpenAI.\n\n(d) Third Party\ \ Services. Any third party software, services, or other products you use in connection with\ \ the Services are subject to their own terms, and we are not responsible for third party\ \ products.\n\n3. Content\n\n(a) Your Content. You may provide input to the Services (“Input”),\ \ and receive output generated and returned by the Services based on the Input (“Output”).\ \ Input and Output are collectively “Content.” As between the parties and to the extent permitted\ \ by applicable law, you own all Input. Subject to your compliance with these Terms, OpenAI\ \ hereby assigns to you all its right, title and interest in and to Output. This means you\ \ can use Content for any purpose, including commercial purposes such as sale or publication,\ \ if you comply with these Terms. OpenAI may use Content to provide and maintain the Services,\ \ comply with applicable law, and enforce our policies. You are responsible for Content, including\ \ for ensuring that it does not violate any applicable law or these Terms.\n\n(b) Similarity\ \ of Content. Due to the nature of machine learning, Output may not be unique across users\ \ and the Services may generate the same or similar output for OpenAI or a third party. For\ \ example, you may provide input to a model such as “What color is the sky?” and receive output\ \ such as “The sky is blue.” Other users may also ask similar questions and receive the same\ \ response. Responses that are requested by and generated for other users are not considered\ \ your Content.\n\n(c) Use of Content to Improve Services. We do not use Content that you\ \ provide to or receive from our API (“API Content”) to develop or improve our Services. We\ \ may use Content from Services other than our API (“Non-API Content”) to help develop and\ \ improve our Services. You can read more here about how Non-API Content may be used to improve\ \ model performance. If you do not want your Non-API Content used to improve Services, you\ \ can opt out by filling out this form. Please note that in some cases this may limit the\ \ ability of our Services to better address your specific use case.\n\n(d) Accuracy. Artificial\ \ intelligence and machine learning are rapidly evolving fields of study. We are constantly\ \ working to improve our Services to make them more accurate, reliable, safe and beneficial.\ \ Given the probabilistic nature of machine learning, use of our Services may in some situations\ \ result in incorrect Output that does not accurately reflect real people, places, or facts.\ \ You should evaluate the accuracy of any Output as appropriate for your use case, including\ \ by using human review of the Output.\n\n4. Fees and Payments\n\n(a) Fees and Billing. You\ \ will pay all fees charged to your account (“Fees”) according to the prices and terms on\ \ the applicable pricing page, or as otherwise agreed between us in writing. We have the right\ \ to correct pricing errors or mistakes even if we have already issued an invoice or received\ \ payment. You will provide complete and accurate billing information including a valid and\ \ authorized payment method. We will charge your payment method on an agreed-upon periodic\ \ basis, but may reasonably change the date on which the charge is posted. You authorize OpenAI\ \ and its affiliates, and our third-party payment processor(s), to charge your payment method\ \ for the Fees. If your payment cannot be completed, we will provide you written notice and\ \ may suspend access to the Services until payment is received. Fees are payable in U.S. dollars\ \ and are due upon invoice issuance. Payments are nonrefundable except as provided in this\ \ Agreement.\n\n(b) Taxes. Unless otherwise stated, Fees do not include federal, state, local,\ \ and foreign taxes, duties, and other similar assessments (“Taxes”). You are responsible\ \ for all Taxes associated with your purchase, excluding Taxes based on our net income, and\ \ we may invoice you for such Taxes. You agree to timely pay such Taxes and provide us with\ \ documentation showing the payment, or additional evidence that we may reasonably require.\ \ OpenAI uses the name and address in your account registration as the place of supply for\ \ tax purposes, so you must keep this information accurate and up-to-date.\n\n(c) Price Changes.\ \ We may change our prices by posting notice to your account and/or to our website. Price\ \ increases will be effective 14 days after they are posted, except for increases made for\ \ legal reasons or increases made to Beta Services (as defined in our Service Terms), which\ \ will be effective immediately. Any price changes will apply to the Fees charged to your\ \ account immediately after the effective date of the changes.\n\n(d) Disputes and Late Payments.\ \ If you want to dispute any Fees or Taxes, please contact ar@openai.com within thirty (30)\ \ days of the date of the disputed invoice. Undisputed amounts past due may be subject to\ \ a finance charge of 1.5% of the unpaid balance per month. If any amount of your Fees are\ \ past due, we may suspend your access to the Services after we provide you written notice\ \ of late payment.\n\n(e) Free Tier. You may not create more than one account to benefit from\ \ credits provided in the free tier of the Services. If we believe you are not using the free\ \ tier in good faith, we may charge you standard fees or stop providing access to the Services.\n\ \n5. Confidentiality, Security and Data Protection\n\n(a) Confidentiality. You may be given\ \ access to Confidential Information of OpenAI, its affiliates and other third parties. You\ \ may use Confidential Information only as needed to use the Services as permitted under these\ \ Terms. You may not disclose Confidential Information to any third party, and you will protect\ \ Confidential Information in the same manner that you protect your own confidential information\ \ of a similar nature, using at least reasonable care. Confidential Information means nonpublic\ \ information that OpenAI or its affiliates or third parties designate as confidential or\ \ should reasonably be considered confidential under the circumstances, including software,\ \ specifications, and other nonpublic business information. Confidential Information does\ \ not include information that: (i) is or becomes generally available to the public through\ \ no fault of yours; (ii) you already possess without any confidentiality obligations when\ \ you received it under these Terms; (iii) is rightfully disclosed to you by a third party\ \ without any confidentiality obligations; or (iv) you independently developed without using\ \ Confidential Information. You may disclose Confidential Information when required by law\ \ or the valid order of a court or other governmental authority if you give reasonable prior\ \ written notice to OpenAI and use reasonable efforts to limit the scope of disclosure, including\ \ assisting us with challenging the disclosure requirement, in each case where possible.\n\ \n(b) Security. You must implement reasonable and appropriate measures designed to help secure\ \ your access to and use of the Services. If you discover any vulnerabilities or breaches\ \ related to your use of the Services, you must promptly contact OpenAI and provide details\ \ of the vulnerability or breach.\n\n(c) Processing of Personal Data. If you use the Services\ \ to process personal data, you must provide legally adequate privacy notices and obtain necessary\ \ consents for the processing of such data, and you represent to us that you are processing\ \ such data in accordance with applicable law. If you will be using the OpenAI API for the\ \ processing of “personal data” as defined in the GDPR or “Personal Information” as defined\ \ in CCPA, please fill out this form to request to execute our Data Processing Addendum.\n\ \n6. Term and Termination\n\n(a) Termination; Suspension. These Terms take effect when you\ \ first use the Services and remain in effect until terminated. You may terminate these Terms\ \ at any time for any reason by discontinuing the use of the Services and Content. We may\ \ terminate these Terms for any reason by providing you at least 30 days’ advance notice.\ \ We may terminate these Terms immediately upon notice to you if you materially breach Sections\ \ 2 (Usage Requirements), 5 (Confidentiality, Security and Data Protection), 8 (Dispute Resolution)\ \ or 9 (General Terms), if there are changes in relationships with third party technology\ \ providers outside of our control, or to comply with law or government requests. We may suspend\ \ your access to the Services if you do not comply with these Terms, if your use poses a security\ \ risk to us or any third party, or if we suspect that your use is fraudulent or could subject\ \ us or any third party to liability.\n\n(b) Effect on Termination. Upon termination, you\ \ will stop using the Services and you will promptly return or, if instructed by us, destroy\ \ any Confidential Information. The sections of these Terms which by their nature should survive\ \ termination or expiration should survive, including but not limited to Sections 3 and 5-9.\n\ \n7. Indemnification; Disclaimer of Warranties; Limitations on Liability\n\n(a) Indemnity.\ \ You will defend, indemnify, and hold harmless us, our affiliates, and our personnel, from\ \ and against any claims, losses, and expenses (including attorneys’ fees) arising from or\ \ relating to your use of the Services, including your Content, products or services you develop\ \ or offer in connection with the Services, and your breach of these Terms or violation of\ \ applicable law.\n\n(b) Disclaimer. THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT\ \ PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED,\ \ STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING\ \ BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY\ \ QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE\ \ OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE\ \ OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.\n\n(c) Limitations\ \ of Liability. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT,\ \ INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS,\ \ GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY\ \ OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED ​​THE GREATER\ \ OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS\ \ BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION\ \ APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.\n\n8. Dispute Resolution\n\ \nYOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:\n\n\ (a) MANDATORY ARBITRATION. You and OpenAI agree to resolve any past or present claims relating\ \ to these Terms or our Services through final and binding arbitration, except that you have\ \ the right to opt out of these arbitration terms, and future changes to these arbitration\ \ terms, by filling out this form within 30 days of agreeing to these arbitration terms or\ \ the relevant changes.\n\n(b) Informal Dispute Resolution. We would like to understand and\ \ try to address your concerns prior to formal legal action. Before filing a claim against\ \ OpenAI, you agree to try to resolve the dispute informally by sending us notice at dispute-resolution@openai.com\ \ of your name, a description of the dispute, and the relief you seek. If we are unable to\ \ resolve a dispute within 60 days, you may bring a formal proceeding. Any statute of limitations\ \ will be tolled during the 60-day resolution process. If you reside in the EU, the European\ \ Commission provides for an online dispute resolution platform, which you can access at https://ec.europa.eu/consumers/odr.\n\ \n(c) Arbitration Forum. Either party may commence binding arbitration through ADR Services,\ \ an alternative dispute resolution provider. The parties will pay equal shares of the arbitration\ \ fees. If the arbitrator finds that you cannot afford to pay the arbitration fees and cannot\ \ obtain a waiver, OpenAI will pay them for you. OpenAI will not seek its attorneys’ fees\ \ and costs in arbitration unless the arbitrator determines that your claim is frivolous.\n\ \n(d) Arbitration Procedures. The arbitration will be conducted by telephone, based on written\ \ submissions, video conference, or in person in San Francisco, California or at another mutually\ \ agreed location. The arbitration will be conducted by a sole arbitrator by ADR Services\ \ under its then-prevailing rules. All issues are for the arbitrator to decide, except a California\ \ court has the authority to determine (i) the scope, enforceability, and arbitrability of\ \ this Section 8, including the mass filing procedures below, and (ii) whether you have complied\ \ with the pre-arbitration requirements in this section. The amount of any settlement offer\ \ will not be disclosed to the arbitrator by either party until after the arbitrator determines\ \ the final award, if any.\n\n(e). Exceptions. This arbitration section does not require arbitration\ \ of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive\ \ or other equitable relief to stop unauthorized use or abuse of the Services or intellectual\ \ property infringement.\n\n(f) NO CLASS ACTIONS. Disputes must be brought on an individual\ \ basis only, and may not be brought as a plaintiff or class member in any purported class,\ \ consolidated, or representative proceeding. Class arbitrations, class actions, private attorney\ \ general actions, and consolidation with other arbitrations are not allowed. If for any reason\ \ a dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably\ \ waives any right to trial by jury in any action, proceeding, or counterclaim. This does\ \ not prevent either party from participating in a class-wide settlement of claims.\n\n(g)\ \ Mass Filings. If, at any time, 30 or more similar demands for arbitration are asserted against\ \ OpenAI or related parties by the same or coordinated counsel or entities (“Mass Filing”),\ \ ADR Services will randomly assign sequential numbers to each of the Mass Filings. Claims\ \ numbered 1-10 will be the “Initial Test Cases” and will proceed to arbitration first. The\ \ arbitrators will render a final award for the Initial Test Cases within 120 days of the\ \ initial pre-hearing conference, unless the claims are resolved in advance or the parties\ \ agree to extend the deadline. The parties will then have 90 days (the “Mediation Period”)\ \ to resolve the remaining cases in mediation based on the awards from the Initial Test Cases.\ \ If the parties are unable to resolve the outstanding claims during this time, the parties\ \ may choose to opt out of the arbitration process and proceed in court by providing written\ \ notice to the other party within 60 days after the Mediation Period. Otherwise, the remaining\ \ cases will be arbitrated in their assigned order. Any statute of limitations will be tolled\ \ from the time the Initial Test Cases are chosen until your case is chosen as described above.\n\ \n(h) Severability. If any part of this Section 8 is found to be illegal or unenforceable,\ \ the remainder will remain in effect, except that if a finding of partial illegality or unenforceability\ \ would allow Mass Filing or class or representative arbitration, this Section 8 will be unenforceable\ \ in its entirety. Nothing in this section will be deemed to waive or otherwise limit the\ \ right to seek public injunctive relief or any other non-waivable right, pending a ruling\ \ on the substance of such claim from the arbitrator.\n\n9. General Terms\n\n(a) Relationship\ \ of the Parties. These Terms do not create a partnership, joint venture or agency relationship\ \ between you and OpenAI or any of OpenAI’s affiliates. OpenAI and you are independent contractors\ \ and neither party will have the power to bind the other or to incur obligations on the other’s\ \ behalf without the other party’s prior written consent.\n\n(b) Use of Brands. You may not\ \ use OpenAI’s or any of its affiliates’ names, logos, or trademarks, without our prior written\ \ consent.\n\n(c) U.S. Federal Agency Entities. The Services were developed solely at private\ \ expense and are commercial computer software and related documentation within the meaning\ \ of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.\n\n\ (d) Copyright Complaints. If you believe that your intellectual property rights have been\ \ infringed, please send notice to the address below or fill out this form. We may delete\ \ or disable content alleged to be infringing and may terminate accounts of repeat infringers.\n\ \n OpenAI, L.L.C.\n 3180 18th St\n San Francisco, CA 94110\n Attn: General Counsel\ \ / Copyright Agent\n\nWritten claims concerning copyright infringement must include the following\ \ information:\n\n A physical or electronic signature of the person authorized to act on\ \ behalf of the owner of the copyright interest;\n A description of the copyrighted work\ \ that you claim has been infringed upon;\n A description of where the material that you\ \ claim is infringing is located on the site;\n Your address, telephone number, and e-mail\ \ address;\n A statement by you that you have a good-faith belief that the disputed use\ \ is not authorized by the copyright owner, its agent, or the law; and\n A statement by\ \ you, made under penalty of perjury, that the above information in your notice is accurate\ \ and that you are the copyright owner or authorized to act on the copyright owner’s behalf.\n\ \n(e) Assignment and Delegation. You may not assign or delegate any rights or obligations\ \ under these Terms, including in connection with a change of control. Any purported assignment\ \ and delegation shall be null and void. We may assign these Terms in connection with a merger,\ \ acquisition or sale of all or substantially all of our assets, or to any affiliate or as\ \ part of a corporate reorganization.\n\n(f) Modifications. We may amend these Terms from\ \ time to time by posting a revised version on the website, or if an update materially adversely\ \ affects your rights or obligations under these Terms we will provide notice to you either\ \ by emailing the email associated with your account or providing an in-product notification.\ \ Those changes will become effective no sooner than 30 days after we notify you. All other\ \ changes will be effective immediately. Your continued use of the Services after any change\ \ means you agree to such change.\n\n(g) Notices. All notices will be in writing. We may notify\ \ you using the registration information you provided or the email address associated with\ \ your use of the Services. Service will be deemed given on the date of receipt if delivered\ \ by email or on the date sent via courier if delivered by post. OpenAI accepts service of\ \ process at this address: OpenAI, L.L.C., 3180 18th Street, San Francisco, CA 94110, Attn:\ \ contract-notices@openai.com. \n\n(h) Waiver and Severability. If you do not comply with\ \ these Terms, and OpenAI does not take action right away, this does not mean OpenAI is giving\ \ up any of our rights. Except as provided in Section 8, if any part of these Terms is determined\ \ to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced\ \ to the maximum extent permissible and it will not affect the enforceability of any other\ \ terms.\n\n(i) Export Controls. The Services may not be used in or for the benefit of, exported,\ \ or re-exported (a) into any U.S. embargoed countries (collectively, the “Embargoed Countries”)\ \ or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals,\ \ any other restricted party lists (existing now or in the future) identified by the Office\ \ of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity\ \ List, or any other restricted party lists (collectively, “Restricted Party Lists”). You\ \ represent and warrant that you are not located in any Embargoed Countries and not on any\ \ such restricted party lists. You must comply with all applicable laws related to Embargoed\ \ Countries or Restricted Party Lists, including any requirements or obligations to know your\ \ end users directly.\n\n(j) Equitable Remedies. You acknowledge that if you violate or breach\ \ these Terms, it may cause irreparable harm to OpenAI and its affiliates, and OpenAI shall\ \ have the right to seek injunctive relief against you in addition to any other legal remedies.\n\ \n(k) Entire Agreement. These Terms and any policies incorporated in these Terms contain the\ \ entire agreement between you and OpenAI regarding the use of the Services and, other than\ \ any Service specific terms of use or any applicable enterprise agreements, supersedes any\ \ prior or contemporaneous agreements, communications, or understandings between you and OpenAI\ \ on that subject.\n\n(l) Jurisdiction, Venue and Choice of Law. These Terms will be governed\ \ by the laws of the State of California, excluding California’s conflicts of law rules or\ \ principles. Except as provided in the “Dispute Resolution” section, all claims arising out\ \ of or relating to these Terms will be brought exclusively in the federal or state courts\ \ of San Francisco County, California, USA."