Terms of Service

AService

Overview

Under these Terms we provide the Customer with the "Service", namely AI tooling and environment services for subsidiaries, employees and contracted clients, including a stable and compliant environment for using Claude, a dedicated static residential broadband egress and customer support. The purpose of the Service is to help you use Claude more stably while staying compliant.

To be clear: the Service is not a resale of API keys, and it involves no model training of any kind. We are not the operator, the official provider, an affiliate or an authorised party of Claude; the Service is provided solely to help you use Claude itself stably and compliantly, and makes no commitment as to the product features, pricing or availability of the upstream claude.ai service.

Third-party dependencies

Availability of the Service depends on the upstream claude.ai service and the relevant third-party suppliers, including the supplier of the residential broadband line. Policy changes, price changes, risk-control strategies, regional restrictions or service interruptions on the part of those third parties may affect your use of the Service, and we are not liable for the consequences. Where the Customer chooses to use any third-party function or upstream service, the Customer must also comply with that third party's terms, policies and scope of availability.

Feedback

If the Customer voluntarily gives us feedback, suggestions or ideas for improving the Service, we may use that feedback free of charge at our discretion, without owing the Customer any obligation in respect of it.

BCustomer Content

As between the parties and to the extent permitted by applicable law: (a) you retain every right in all inputs you submit to Claude; and (b) you own the outputs Claude returns in response to your inputs. We disclaim any right we might assert in Customer Content and, provided you comply with these Terms, assign to you any right, title and interest (if any) we may hold in it.

"Customer Content" means the inputs you submit to Claude and the outputs Claude returns, together with the usage records and necessary technical data generated while you use the Service. We do not use Customer Content to train any model, nor do we use it for any purpose other than those agreed in these Terms.

CData privacy

Our collection, use, storage and protection of the data you submit through the Service are governed throughout by our Privacy Policy. That policy forms part of these Terms; if you have questions about how personal data is handled, the description on the Privacy Policy page prevails, or you can contact us through the in-product channels, such as the console.

DTrust and safety · restrictions

Compliance

Each party shall comply with all laws applicable to its provision (us) and its use (the Customer) of the Service, including applicable data privacy laws and the terms of use and policies of the upstream claude.ai service.

Policies and terms of service

The Customer and its users may use the Service only in compliance with these Terms and with our Usage Policy. The Usage Policy is incorporated into these Terms by reference, and its compliance requirements include: observing each of the compliance requirements in the Usage Policy; one person per account, with no sharing, lending or resale; no use for unlawful purposes; and not circumventing the Service's usage limits and protective measures.

The Usage Policy also sets out the specific "covered / not covered" boundary. If the way you use the Service departs from the compliance requirements above, the related account risk and its consequences are yours to bear.

Accounts and credentials

The Customer is responsible for all activity under its account, including activity carried out using the account, sign-in credentials, tokens or any other means of access. You must take reasonable measures to keep your credentials safe and to ensure that your users and downstream parties comply with these Terms. As soon as you believe that an account or credential used to access the Service has been compromised, or that the Service is subject to a denial-of-service attack, abuse or a similar attack, you must notify us immediately.

Restrictions on use

The Customer shall not, and shall not attempt to:

• share, lend, resell, sublease or otherwise redistribute the Service or the account, unless we have approved it in writing in advance;
• reverse engineer, scrape or bulk-extract the Service, or bypass or circumvent its rate limits and access protections;
• use the Service to carry out activities that breach the law, the policies of the upstream claude.ai service or the Usage Policy;
• assist any third party in doing any of the above.

EConfidentiality

Confidential information

The parties may share information that is identified as confidential or proprietary, or that by its nature should reasonably be understood to be confidential or proprietary ("Confidential Information"). Customer Content is the Customer's Confidential Information.

Obligations of the parties

The receiving party may use the disclosing party's Confidential Information only to exercise its rights and perform its obligations under these Terms, and may disclose it only to employees, agents and advisers who genuinely need to know it and who are bound by confidentiality obligations no less protective than those in these Terms. The receiving party shall protect the disclosing party's Confidential Information against unauthorised use, access or disclosure with the same standard it applies to its own confidential information of a like kind (and in no event less than reasonable care), and is responsible for the acts of its representatives.

Exclusions and legally required disclosure

Confidential Information does not include information that: (a) is public through no fault of the receiving party; (b) the receiving party lawfully obtains from a third party that is under no confidentiality obligation; or (c) the receiving party develops independently without using the Confidential Information. The receiving party may disclose Confidential Information to the extent required by law or by order of a competent authority and shall, where not prohibited, promptly notify the disclosing party and cooperate in narrowing the disclosure. At the disclosing party's request, the receiving party shall promptly destroy its Confidential Information, except for copies retained to comply with the law or held in automated backup systems, which remain subject to the confidentiality obligations for as long as they are retained.

FIntellectual property

Except as expressly agreed in these Terms, these Terms grant neither party any right in the other party's content or intellectual property, whether express, implied or otherwise. Each party retains all intellectual property it owned before these Terms took effect or developed independently.

GPublicity

Without the Customer's prior consent, we will not publicly identify the Customer as a customer of the Service, nor use the Customer's name or logo for promotional purposes. Any joint promotion or case-study reference requires the Customer's separate written consent; the Customer may withdraw a consent previously given at any time.

HFees

Billing and plans

The Service is charged on a plan / subscription basis. The particular plan, billing cycle and applicable price are as stated on the order page or in our reply to your enquiry (actual prices are as confirmed on enquiry). We may update published prices, with the update taking effect after a reasonable period following our publication or separate notice; price changes are not retroactive.

Taxes

Fees do not include any taxes, duties or governmental assessments ("Taxes") you may incur through your use of the Service, unless expressly stated otherwise. You are responsible for declaring and paying to the relevant authorities the Taxes for which you are liable under applicable law.

Late payment and suspension

Failure to pay all amounts due when they fall due may result in your access to the Service being suspended or terminated. We reserve our other collection rights under the law.

Refund policy

• Scope of refunds: we may refuse a refund request made because of a change on your own part (including but not limited to no longer needing the Service or a change of plans). A refund request may likewise be refused where a restriction, suspension or termination, or a fee, arose from a breach of these Terms or of the Usage Policy; fees already incurred, already consumed or caused by a breach are not refundable.
• How refunds are made: a qualifying refund is, as a rule, returned through the original payment channel; where objective circumstances make that impossible, you must provide an alternative payee account matching the payer's identity.
• Review and documents: every refund request is subject to our review. You must submit the original proof of payment, identity information matching the paying account, and, where a return through the original channel is not possible, the receiving account details; we may require additional proof of identity or of the transaction.
• Anti-fraud: to guard against fraud and money laundering, we reserve the right to subject a refund request to additional review, including verifying that the payer and the payee are the same person; where fraud is suspected, we may refuse the refund and suspend the account concerned.
• Final interpretation: to the extent permitted by applicable law, we reserve the right of final interpretation of this refund policy and may refuse a request that does not meet the refund conditions.

ITermination and suspension

Term

These Terms take effect on the effective date and continue until terminated in accordance with them.

Termination

• either party may terminate these Terms for convenience on reasonable prior notice;
• where a party is in material breach and has not cured it within a reasonable period after receiving notice describing the breach, the other party may terminate these Terms;
• if we reasonably consider that continuing to provide you with the Service is prohibited by applicable law or would materially increase compliance risk, we may terminate these Terms immediately on notice.

Suspension

We may suspend your access to part or all of the Service where: (a) we reasonably consider that the Service is at risk or under attack; (b) you or your users are in breach of the compliance, policies and terms of service, or restrictions on use, in this section; (c) continuing to provide the Service is prohibited by applicable law or would materially increase our costs; or (d) the upstream claude.ai service and the relevant third-party service providers have suspended, terminated or changed the third-party service we rely on to serve you.

We will make reasonable efforts to notify you of a suspension and to restore access as soon as possible once the cause of the suspension has been resolved (where it can be). To the extent permitted by applicable law, we are not liable for damage, loss (including loss of data or profits) or other consequences that a suspension may cause.

Effect of termination

After termination you may no longer be able to access the Service. Clauses that by their nature should survive (including E Confidentiality, G Publicity, H Fees, I Termination and suspension, J Disputes, K Indemnification, L Warranties and limitation of liability, and M Miscellaneous) continue in effect after termination or expiry.

JDisputes

Good-faith negotiation

For any dispute, claim or controversy arising out of or in connection with these Terms (a "Dispute"), the parties shall first attempt to resolve it informally and in good faith. The party raising the Dispute shall notify the other in writing, and the other shall respond promptly. If the Dispute is still unresolved after a reasonable period from the notice (not less than 45 days), either party may submit it to arbitration under the following paragraph.

Arbitration

A Dispute not resolved by negotiation shall be submitted to final and binding arbitration, and the arbitration shall be conducted in English. The arbitral award may be enforced by any court of competent jurisdiction. To the maximum extent permitted by applicable law, the parties waive the right to a jury trial and the right to bring or participate in a class action.

Equitable relief

Nothing in this section limits either party from seeking an injunction or other equitable relief from a court of competent jurisdiction.

KIndemnification

The Customer shall defend us and our personnel, successors and assigns against any third-party claim, action or proceeding arising out of or in connection with the following, and shall indemnify us for amounts awarded on that basis or agreed in a settlement approved by us: (a) inputs or other data submitted by you or your users; (b) your use of the Service in breach of these Terms, of the Usage Policy or of the restrictions on use in this section; or (c) your use of the Service for any unlawful purpose.

Exclusions

Where a claim arises from the indemnified party's fraud, wilful misconduct, breach of law or breach of these Terms, the corresponding party's obligation to defend and indemnify does not apply.

Process

The indemnified party shall promptly notify the indemnifying party after becoming aware of a claim and shall cooperate reasonably in the defence; the indemnifying party has the right to control the defence and settlement of the claim, provided that a settlement may not require the indemnified party to admit fault or take on continuing obligations without its consent. Where the indemnified party fails to give prompt notice or to cooperate reasonably and thereby materially prejudices the defence, the indemnifying party's obligations are released to the extent of that prejudice.

To the extent covered by this section, indemnification is the parties' sole and exclusive remedy for the third-party claims concerned.

LWarranties and limitation of liability

Warranties

Each party represents and warrants that: (a) it has the authority to enter into these Terms; and (b) entering into and performing these Terms will not breach any internal rule applicable to it or any obligation it owes to a third party. You further warrant that you hold all rights and licences needed to submit your inputs to Claude through the Service.

Disclaimer

To the maximum extent permitted by applicable law and except as expressly agreed in these Terms: (A) the Service is provided "as is" and "as available", without warranty of any kind; and (B) we make no express or implied warranty as to third-party products or services such as the upstream claude.ai service and the relevant third-party service providers. We expressly disclaim all implied warranties, including warranties of merchantability, non-infringement and fitness for a particular purpose. We do not warrant that the Service or the outputs Claude returns are accurate, complete or error-free, nor that the Service will be uninterrupted or unaffected by upstream risk controls.

Limitation of liability

To the maximum extent permitted by applicable law, each party's liability arising out of or in connection with these Terms: (i) excludes any indirect, incidental, special, consequential or exemplary damages, including loss of profits, business, revenue, goodwill or data; and (ii) is capped at the fees the Customer actually paid for the Service in the 12 months before the event giving rise to the liability. This cap does not apply to a party's obligations under K Indemnification. This limitation applies under contract, tort (including negligence), strict liability or any other cause of action, even if a party has been advised of the possibility of such damages and even if an agreed remedy fails of its essential purpose.

MMiscellaneous

Notices

All notices under these Terms shall be in writing. Except for notices relating to arbitration or equitable relief, notices to the Customer may be sent electronically to the address the Customer provided; notices to us shall be delivered through the in-product channels, such as the console at /__funclaude/admin/, or to the contact details we publish separately. A notice takes effect when the recipient receives it.

Electronic communications

You agree to receive our communications electronically in relation to your use of the Service and to matters connected with these Terms. Except where applicable law prohibits it, electronic communications may be delivered by email, on a service page, through the console (at /__funclaude/admin/) or by publication on our site.

Amendments and modifications

We may update these Terms from time to time, with the update taking effect after a reasonable period following our publication or separate notice; an update made in response to a change in law or regulation may take effect immediately on publication or notice. Changes are not retroactive. Other than by written agreement signed by both parties, no other amendment of these Terms is effective. Failure or delay in exercising a right is not a waiver of it.

Assignment and delegation

Neither party may assign its rights or delegate its obligations without the other party's prior written consent; however, we may assign our rights and obligations to an affiliate or as part of a sale of all or substantially all of the related business. An assignment or delegation in breach of this paragraph is void. These Terms bind and benefit the parties and their permitted successors and assigns.

Severability and construction

If any provision of these Terms is invalid, illegal or unenforceable in a jurisdiction, that does not affect the validity of the remaining provisions or the validity of that provision in other jurisdictions. These Terms were reached by negotiation between the parties and neither party is to be treated as the sole drafter; headings are for reference only and do not affect interpretation; expressions such as "for example", "including" and "or" are not limiting.

Export and sanctions

You must not export or make the Service available to any person, entity or country/region prohibited by United States or other applicable law, or use it for a prohibited purpose. This restriction includes, without limitation, persons, entities or countries/regions covered by United States sanctions.

Entire agreement and force majeure

These Terms (together with the Usage Policy, the Privacy Policy and the other documents incorporated by reference) constitute the entire agreement between the parties on the provision and use of the Service and supersede all prior understandings or agreements relating to it. Neither party is liable for a failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to an upstream service interruption, a network supplier failure, a natural disaster or an act of government.

Governing law and venue

These Terms are governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. Any action or proceeding that need not be submitted to arbitration under J Disputes shall be brought exclusively in the courts of the State of Delaware, USA, and the parties irrevocably submit to their exclusive jurisdiction.