1. Who DeployCo is

DeployCo provides technology and integration services that help users deploy, manage, automate, and improve workflows, along with any associated software applications and websites including this website (all together, “Services”). DeployCo is operated by The OpenAI Deployment Company, LLC. 1209 Orange Street, Wilmington, DE 19801.

2. Registration and access

Minimum age. You must be at least 13 years old or the minimum age required in your country to consent to use online services. If you are under 18, you must have permission from a parent or legal guardian.

Accounts. You must provide accurate, current, and complete information when creating or using an account. You are responsible for protecting your credentials and for activity under your account. Do not share your account credentials or make your account available to others unless the applicable account type expressly allows it.

Organization accounts. If you create an account using an email address supplied by an organization, DeployCo may associate that account with the organization's managed account. If that happens, the organization's administrator may be able to control the account, manage access, and review or restrict account content, subject to the applicable agreement and notice requirements.

3. Using the Services

Permission to use. Subject to these Terms and applicable law, DeployCo grants you a limited, non-exclusive, non-transferable permission to access and use the Services for their intended purposes.

Acceptable use. In using our Services, you must comply with all applicable laws as well as any other documentation, guidelines, or policies we make available to you. You may not use the Services for unlawful, harmful, misleading, abusive, or rights-infringing activity. You also may not: interfere with or disrupt the Services; bypass security, safety, rate-limit, or access controls; reverse engineer or attempt to discover non-public source code or underlying components except where law prohibits that restriction; copy, resell, lease, sublicense, or distribute the Services except as authorized; use automated means to extract data except as permitted by documentation or written authorization; or misrepresent the nature, origin, or authorship of content created with the Services.

Compliance with policies. You must follow all documentation, usage policies, safety rules, and other guidelines that DeployCo makes available for the Services. DeployCo may update these materials to address law, security, safety, product, or operational needs.

Third-party services. The Services may include or interoperate with third-party software, content, data, integrations, or services. Third-party materials are governed by their own terms and privacy practices, and DeployCo is not responsible for third-party services except as required by law or an applicable agreement.

Feedback. If you provide suggestions, comments, or feedback, DeployCo may use them without restriction or compensation, unless a separate written agreement says otherwise.

4. Content

To the extent that you may submit, upload, or otherwise provide content to the Services, and the Services may generate, transform, display, or return content in response. You are responsible for the content you provide and for ensuring that you have all rights, licenses, and permissions needed to use it with the Services. DeployCo may process content as needed to provide, maintain, secure, troubleshoot, improve, and enforce the Services; comply with law; respond to support requests; and prevent fraud, abuse, or misuse.

Accuracy and review. Technology outputs may be incomplete, inaccurate, or unsuitable for a particular use. You are responsible for evaluating outputs before relying on, publishing, or acting on them, including using human review where appropriate. Do not use outputs as the sole basis for decisions that could have legal, financial, employment, housing, educational, medical, insurance, or other material effects on a person unless DeployCo has expressly authorized that use in writing and you have satisfied all applicable requirements.

5. DeployCo intellectual property

You may use DeployCo's name, logos, or brand assets only as permitted by DeployCo's brand guidelines or written authorization.

8. Changes

DeployCo may update these Terms from time to time. Material adverse changes will be communicated in advance where required; other changes are effective when posted or otherwise made available. If you do not agree to updated Terms, you must stop using the Services.

9. Disclaimer of warranties

OUR 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.

YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM OUR SERVICE IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.

10. Limitation 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 WILL 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.

Some countries and states do not allow the disclaimer of certain warranties or the limitation of certain damages, so some or all of the terms above may not apply to you, and you may have additional rights. In that case, these Terms only limit our responsibilities to the maximum extent permissible in your country of residence.

DEPLOYCO’S AFFILIATES, SUPPLIERS, LICENSORS, AND DISTRIBUTORS ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS SECTION.

11. Indemnity

If you are using the Services for a business or organization, you will defend, indemnify, and hold harmless DeployCo, its affiliates, and its personnel from third-party claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising from your use of the Services, your content, or your breach of these Terms, except to the extent caused by DeployCo's breach or misconduct.

12. Dispute resolution

YOU AND DEPLOYCO AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:

MANDATORY ARBITRATION. You and DeployCo agree to resolve any claims arising out of or relating to these Terms or our Services, regardless of when the claim arose, even if it was before these Terms existed (a “Dispute”), through final and binding arbitration. You may opt out of arbitration within 30 days of account creation or of any updates to these arbitration terms within 30 days after the update has taken effect by filling out this form⁠. If you opt out of an update, the last set of agreed upon arbitration terms will apply.

Informal dispute resolution. We would like to understand and try to address your concerns prior to formal legal action. Before either of us files a claim against the other, we both agree to try to resolve the Dispute informally. You agree to do so by sending us notice through this form⁠. We will do so by sending you notice to the email address associated with your account. If we are unable to resolve a Dispute within 60 days, either of us has the right to initiate arbitration. We also both agree to attend an individual settlement conference if either party requests one during this time. Any statute of limitations will be tolled during this informal resolution process.

Arbitration forum. If we are unable to resolve the Dispute, either of us may commence arbitration with National Arbitration and Mediation (“NAM”) under its Comprehensive Dispute Resolution Rules and Procedures and/or Supplemental Rules for Mass Arbitration Filings, as applicable (available here⁠⁠(opens in a new window)).

DeployCo will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. The activities described in these Terms involve interstate commerce and the Federal Arbitration Act will govern the interpretation and enforcement of these arbitration terms and any arbitration.

Arbitration procedures. The arbitration will be conducted by videoconference if possible, but if the arbitrator determines a hearing should be conducted in person, the location will be mutually agreed upon, in the county where you reside, or as determined by the arbitrator, unless the batch arbitration process applies. The arbitration will be conducted by a sole arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California. The arbitrator will have exclusive authority to resolve any Dispute, except the state or federal courts of San Francisco, California have the authority to determine any Dispute about enforceability, validity of the class action waiver, or requests for public injunctive relief, as set out below. Any settlement offer amounts will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any. The arbitrator has the authority to grant motions dispositive of all or part of any Dispute.

Exceptions. This section does not require informal dispute resolution or 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 or misappropriation.

CLASS AND JURY TRIAL WAIVERS. You and DeployCo agree that 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, and representative actions are prohibited. Only individual relief is available. The parties agree to sever and litigate in court any request for public injunctive relief after completing arbitration for the underlying claim and all other claims. This does not prevent either party from participating in a class-wide settlement. You and DeployCo knowingly and irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim.

Batch arbitration. If 25 or more claimants represented by the same or similar counsel file demands for arbitration raising substantially similar Disputes within 90 days of each other, then you and DeployCo agree that NAM will administer them in batches of up to 50 claimants each (“Batch”), unless there are less than 50 claimants in total or after batching, which will comprise a single Batch. NAM will administer each Batch as a single consolidated arbitration with one arbitrator, one set of arbitration fees, and one hearing held by videoconference or in a location decided by the arbitrator for each Batch. If any part of this section is found to be invalid or unenforceable as to a particular claimant or Batch, it will be severed and arbitrated in individual proceedings.

Severability. If any part of these arbitration terms 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 class arbitration, class action, or representative action, this entire dispute resolution section will be unenforceable in its entirety.

13. Copyright and IP 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 that we believe violates these Terms or is alleged to be infringing and will terminate accounts of repeat infringers where appropriate.

OpenAI Deployment Company, LLC

1455 3rd Street

San Francisco, CA 94158

Attn: General Counsel / Copyright Agent

Written claims concerning copyright infringement must include the following information:

• A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest

• A description of the copyrighted work that you claim has been infringed upon

• A description of where the allegedly infringing material is located on our site so we can find it

• Your address, telephone number, and e-mail address

• 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

• A statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf

14. General terms

Assignment. You may not assign or transfer any rights or obligations under these Terms and any attempt to do so will be void. We may assign our rights or obligations under these Terms to any affiliate, subsidiary, or successor in interest of any business associated with our Services.

Changes to these Terms or our Services. We are continuously working to develop and improve our Services. We may update these Terms or our Services accordingly from time to time. For example, we may make changes to these Terms or the Services due to:

• Changes to the law or regulatory requirements.

• Security or safety reasons.

• Circumstances beyond our reasonable control.

• Changes we make in the usual course of developing our Services.

• To adapt to new technologies.

• We will give you at least 30 days advance notice of changes to these Terms that materially adversely impact you either via email or an in-product notification. All other changes will be effective as soon as we post them to our website. If you do not agree to the changes, you must stop using our Services.

Delay in enforcing these Terms. Our failure to enforce a provision is not a waiver of our right to do so later. Except as provided in the dispute resolution section above, if any portion of these Terms is determined to be invalid or unenforceable, that portion will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.

Trade controls. You must comply with all applicable trade laws, including sanctions and export control laws. Our Services may not be used in or for the benefit of, or exported or re-exported to (a) any U.S. embargoed country or territory or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. Our Services may not be used for any end use prohibited by applicable trade laws, and your Input may not include material or information that requires a government license for release or export.

Governing law. California law will govern these Terms except for its conflicts of laws principles. Except as provided in the dispute resolution section above, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of San Francisco, California.