Terms of Service

These Terms of Service (“Terms”) govern access to the website, accounts, application programming interfaces, hosted models, documentation, and related services (collectively, the “Services”) of Unmetered Machines, Inc. dba Particle AI (“Particle,” “we,” “us,” or “our”).

Please read these Terms carefully. By signing an order form that references these Terms, accepting them when you create or activate an account or API key, or accessing or using the Services, you agree to these Terms on behalf of yourself and any organization you represent. If you do not agree, do not use the Services.

If you have a separately signed agreement or order form with Particle, that document controls to the extent it conflicts with these Terms.

The Services are intended for businesses and professional developers, not consumers or children. You must be at least 18 years old and legally able to enter a contract. If you use the Services for an organization, you represent that you have authority to bind it. In these Terms, “Customer,” “you,” and “your” mean that organization and, where applicable, the individual using the Services.

You may use the Services only in the United States and other locations Particle expressly supports, and only in compliance with applicable law, sanctions, and export-control requirements.

Particle may provision an account or API key for you, or may allow you to create one through a self-service flow. You must provide accurate account and billing information and keep it current.

You are responsible for safeguarding credentials and API keys and for all activity under your account, including activity by your employees, contractors, applications, and end users. Do not share individual credentials, publish API keys, or allow unauthorized access. Tell us promptly at support@particle.ai if you suspect compromise or misuse.

Particle may establish account, credit, token, rate, throughput, or other usage limits. You may not evade limits by creating multiple accounts, rotating credentials, or using other technical means.

Subject to these Terms and payment of applicable fees, Particle gives you a limited, non-exclusive, non-transferable right to access and use the Services during the term of your account or order.

The Services may include hosted artificial-intelligence models, APIs, developer tools, account and usage dashboards, documentation, and free, evaluation, preview, or beta features. Particle may add, change, quantize, update, replace, or discontinue models, features, limits, or technical configurations.

We will try to give reasonable advance notice before materially changing or discontinuing a generally available production model when practical. We may act without advance notice for security, legal, licensing, safety, infrastructure, or urgent operational reasons. Unless an order form says otherwise, the Services have no service-level agreement or guaranteed uptime, throughput, latency, model behavior, or availability.

“Input” means prompts, instructions, data, or other content you submit to the Services. “Output” means content returned by the Services in response. Together, Input and Output are “Customer Content.”

As between you and Particle, you retain your rights in Input and, to the extent permitted by law, own Output. Particle assigns to you any rights it may have in your Output. This does not give you ownership of the Services, an underlying model, model weights, Particle technology, or third-party materials.

You give Particle and its service providers a limited, worldwide, non-exclusive license to host, transmit, process, copy, modify, create derived technical representations of, and display Customer Content only as reasonably necessary to provide, maintain, secure, and support the Services; comply with law; enforce these Terms; and follow your instructions.

You are responsible for Customer Content and its use. You represent that you have all rights, permissions, notices, and consents needed to submit Input and use Output. You must evaluate Output for accuracy, legality, safety, and suitability before using or sharing it.

AI output may be inaccurate, incomplete, offensive, or non-unique. Other users may receive the same or similar output. Particle does not represent that Output is factually correct, free of third-party rights, or appropriate for a particular use.

Particle does not use Customer Content to train, fine-tune, or improve AI models unless you separately and affirmatively opt in. Accepting these Terms or using the Services is not an opt-in.

For standard synchronous inference, Particle operates under Zero Data Retention (“ZDR”) by default and does not log or write raw Input or Output to persistent storage. Customer Content and derived representations may be processed and cached temporarily in memory as reasonably necessary to provide and accelerate the Services. Features that require storage, such as file uploads, batch or asynchronous processing, or retrievable results, are not covered by ZDR unless Particle identifies them as ZDR-eligible. Applicable retention periods will be described in the applicable documentation, account settings, or agreement.

Particle may retain content-free operational information, such as account and organization identifiers, request identifiers, model names, token counts, prices and costs, timestamps, latency, status codes, IP addresses, and related billing or technical information. Particle may use this information to operate, secure, support, bill for, analyze, and improve the Services.

Particle may preserve or disclose information when required by law or reasonably necessary to investigate fraud or unauthorized access, enforce these Terms, or protect Particle, customers, or others. This does not require Particle to retain Customer Content it otherwise does not retain.

Our Privacy Policy is a notice that explains how Particle handles personal information; it is not part of these Terms or a contract. If Particle processes personal data in Customer Content on your behalf, an applicable data processing addendum or signed agreement may provide additional terms.

Some models, software, datasets, or other components available through the Services are provided under third-party or open-source licenses. You must comply with the terms, use restrictions, attribution requirements, and policies identified in the documentation or otherwise made available for the model you choose.

Particle may restrict or discontinue access to a model if its license changes, a rights holder objects, or Particle reasonably believes continued availability creates legal, security, safety, or operational risk. Model-specific terms control over these Terms only with respect to the applicable model.

You will not, and will not allow others to, use the Services to:

• break the law, violate sanctions or export controls, or infringe privacy, intellectual-property, publicity, contractual, or other rights;
• create, distribute, or facilitate malware, credential theft, unauthorized access, denial-of-service activity, spam, fraud, deception, or other harmful conduct;
• exploit, sexualize, or endanger children, or create or distribute unlawful sexual content;
• submit protected health information without a signed business associate agreement, raw payment-card data, children’s personal data, biometric identifiers used to identify a person, classified information, or controlled technical data unless Particle expressly agrees in writing;
• probe, scan, or test the Services without authorization; bypass safety or security measures; interfere with the Services; or impose an unreasonable load;
• reverse engineer, decompile, extract, copy, or discover source code, model weights, system prompts, or underlying components, except to the limited extent a restriction is prohibited by law;
• use Output or repeated requests to extract or replicate a model, build a substitute for the Services, or conduct competitive benchmarking for publication without Particle’s written permission;
• resell, sublicense, transfer, or provide the Services on a standalone basis, although you may use the API within your own application for your end users; or
• make decisions that have legal or similarly significant effects on a person without appropriate human review and compliance with applicable law.

Particle may investigate suspected violations and remove content, limit requests, suspend access, or terminate accounts when reasonably necessary to enforce this section or protect the Services and others.

Fees and usage rates are stated in your order form, account, checkout flow, pricing page, or other written agreement. You must pay all charges incurred through your account. Particle’s usage records control unless you show a manifest error.

You authorize Particle and its payment processor to charge your payment method for usage, subscriptions, overages, auto-recharges you enable, taxes, and other amounts disclosed when you purchase or use a paid Service. You must keep a valid payment method on file when required.

Prepaid credits are not currency, have no cash value, are non-transferable, and are non-refundable except where law requires, Section 12 provides, or Particle expressly agrees otherwise. Unless different terms are disclosed when issued, purchased credits expire 12 months after purchase; promotional credits may expire sooner.

If you enable auto-recharge, you authorize Particle to charge the amount and at the threshold you select until you disable it. Disabling auto-recharge does not affect charges already incurred. If your balance is insufficient, Particle may charge overages, require replenishment, or suspend paid use.

You must dispute a fee in writing within 30 days after the charge or invoice date. To the extent permitted by law, undisputed late amounts accrue interest at 1.5% per month or the maximum lawful rate, whichever is lower, plus reasonable collection costs.

Fees exclude sales, use, value-added, withholding, and similar taxes. You are responsible for taxes other than taxes on Particle’s net income. Payment obligations are non-cancelable and fees are non-refundable except as these Terms, an order form, or applicable law expressly provides.

Particle may change prices prospectively. We will provide reasonable notice of material increases to existing generally available paid Services when practical. Changes for new Services, free or beta features, taxes, law, model licenses, or urgent operational reasons may take effect sooner.

Free, evaluation, preview, and beta Services are optional and are provided for testing. They may be incomplete, unsupported, insecure, inaccurate, or unavailable and may change or end at any time without notice. They are provided “as is” and without any service-level commitment. To the fullest extent permitted by law, Particle’s total aggregate liability arising from these Services will not exceed $100.

Particle and its licensors own the Services, software, APIs, documentation, designs, systems, and related intellectual-property rights. Except for the limited right to use the Services under these Terms, Particle grants no rights by implication or otherwise.

If you voluntarily provide suggestions or feedback, Particle may use it without restriction or payment. Feedback does not include Customer Content or information you identify as confidential.

Neither party may use the other’s name, logo, or trademarks in publicity without prior written consent, except to identify the parties as necessary in a private business relationship or as law requires. Notwithstanding the foregoing, Particle may identify you by name and logo as a customer in customer lists and marketing materials; you may revoke this permission at any time by written notice.

A party receiving non-public information that is marked confidential or reasonably should be understood as confidential will use reasonable care to protect it and use it only for the relationship under these Terms. It may disclose confidential information to personnel and service providers who need to know it and are bound by confidentiality duties.

Confidentiality duties do not apply to information that was lawfully known without restriction, becomes public without breach, is independently developed, or is lawfully received from another source. A recipient may disclose information when legally required if it gives advance notice when law permits.

You may stop using the Services at any time. Ending use does not cancel amounts already incurred, refund credits, or relieve a minimum commitment.

Particle may suspend or limit access immediately if payment fails; your balance is depleted; you breach these Terms; your use creates security, legal, safety, financial, or operational risk; a model or infrastructure dependency becomes unavailable; or law requires. When practical, Particle will limit a suspension to the affected account, key, application, request, or model.

Particle may terminate these Terms or an account for material breach, repeated violations, unlawful use, nonpayment, or material risk. Particle may also discontinue a self-service Service for convenience with reasonable notice when practical. If Particle terminates for convenience or discontinues a Service other than for your breach, Particle will refund the unused balance of purchased (non-promotional) credits. Otherwise, treatment of unused prepaid fees is governed by the applicable order, checkout terms, or law.

Sections that by their nature should survive will survive termination, including payment, ownership, confidentiality, disclaimers, indemnity, liability limits, disputes, and general terms.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES, MODELS, OUTPUT, AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PARTICLE AND ITS LICENSORS DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

PARTICLE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR AVAILABLE AT A PARTICULAR SPEED OR THAT OUTPUT WILL BE ACCURATE, UNIQUE, COMPLETE, SAFE, OR SUITABLE. YOU USE THE SERVICES AND OUTPUT AT YOUR OWN RISK. PARTICLE IS NOT RESPONSIBLE FOR THIRD-PARTY MODELS, LICENSES, SERVICES, NETWORKS, INFRASTRUCTURE, OR CONTENT.

You will defend, indemnify, and hold harmless Particle, its affiliates, and their officers, directors, employees, contractors, and licensors from third-party claims, losses, liabilities, damages, judgments, costs, and reasonable attorneys’ fees arising from or related to: Customer Content; your applications or end users; your use of the Services or Output; your breach of these Terms, model-specific terms, or law; or your violation of another person’s rights.

Particle will promptly notify you of a covered claim and reasonably cooperate at your expense. You control the defense and settlement, but may not settle in a way that admits fault by Particle, imposes non-monetary obligations on Particle, or fails to fully release Particle without Particle’s prior written consent.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PARTICLE AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, SAVINGS, GOODWILL, OR BUSINESS; LOSS, CORRUPTION, OR RECOVERY OF DATA; BUSINESS INTERRUPTION; OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF PARTICLE AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE FEES YOU ACTUALLY PAID PARTICLE FOR THE SERVICES DURING THE SIX MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE FIRST CLAIM; OR (B) $100. MULTIPLE CLAIMS WILL NOT EXPAND THIS CAP.

These limitations apply regardless of legal theory and even if a remedy fails of its essential purpose. They do not limit your payment obligations or indemnity obligations. They do not apply to the extent applicable law prohibits a limitation.

Delaware law governs these Terms, without regard to conflict-of-law rules. The Federal Arbitration Act governs the arbitration provisions below.

Before starting a formal dispute, a party must send a written description to support@particle.ai and allow 30 days for good-faith informal resolution.

Except for small-claims matters and requests for injunctive relief to prevent misuse, security breaches, or infringement of intellectual-property or confidentiality rights, any dispute arising from these Terms or the Services will be resolved by final and binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. If you use the Services as an individual for personal, family, or household purposes and applicable law treats you as a consumer, the AAA Consumer Arbitration Rules will apply to the extent required. The arbitration will be conducted by one arbitrator, in English, and may occur by video, telephone, written submissions, or in person. Business arbitrations will take place in San Francisco, California; consumer arbitrations will take place in the county where you live or another mutually agreed location to the extent required by the applicable rules. Nothing in these Terms limits rights that cannot be waived under applicable consumer-protection law.

DISPUTES MUST BE BROUGHT INDIVIDUALLY. NEITHER PARTY MAY PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION. IF A DISPUTE PROCEEDS IN COURT, EACH PARTY WAIVES A JURY TRIAL TO THE FULLEST EXTENT PERMITTED BY LAW.

For disputes that may proceed in court, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco, California.

Particle may update these Terms prospectively. We will post the updated version and change the last-updated date. For material changes affecting existing paid use, we will use reasonable efforts to give advance notice by email, account notice, or another reasonable method. Changes required by law, needed for security, or applying to new or free features may take effect immediately. Continued use after an update takes effect means you accept the updated Terms.

Neither party is liable for delay or failure caused by events beyond its reasonable control, including internet, utility, cloud, data-center, hardware, supply, labor, governmental, cyberattack, natural-disaster, or similar events.

You may not assign these Terms without Particle’s written consent. Particle may assign them to an affiliate or in connection with a merger, financing, reorganization, or sale of all or substantially all relevant assets or business.

These Terms, applicable model terms, pricing or checkout terms, and any order form or addendum are the entire agreement about the Services. An order form or signed agreement controls over these Terms; these Terms control over online documentation except for model-specific license terms as to the applicable model.

If a provision is unenforceable, it will be modified only as much as needed and the rest will remain effective. Failure to enforce a provision is not a waiver. The parties are independent contractors. These Terms create no third-party beneficiaries.

Questions, legal notices, and support requests may be sent to support@particle.ai.