Terms of Service

These Terms of Service ("Terms") are a binding agreement between Artifex Intelligence, Inc. ("Artifex," "we," "us") and the customer that signs an order form, executes a proposal, or otherwise accesses Artifex's platform or services ("Customer," "you"). By using the Services, you accept these Terms.

1. Services

Artifex will provide the services described in the applicable Order Form, proposal, or Statement of Work (together, the "Order"). The Order sets out fees, term, scope, and any limits. These Terms plus the Order form the entire "Agreement". If there is a conflict, the Order controls.

2. License and Restrictions

Subject to payment, Artifex grants Customer a non-exclusive, non-transferable, revocable right to use the Services for Customer's internal business use during the Term. Customer shall not: (a) resell, sublicense, or provide the Services to third parties; (b) reverse-engineer or attempt to extract the Services' underlying prompts, models, or configurations; (c) use the Services to build a competing product or to train any machine learning model; (d) exceed any usage limits in the Order; (e) violate the Acceptable Use Policy; or (f) use the Services in violation of applicable law. Customer is responsible for all use of the Services under its account.

3. AI Output Disclaimer

The Services use artificial intelligence, including third-party AI models. AI-generated output may be inaccurate, incomplete, or misleading. Customer is solely responsible for reviewing AI output before relying on it and for all decisions made based on AI output, including decisions relating to safety, compliance, bidding, contracts, employment, or regulated professional activities. The Services do not provide legal, engineering, architectural, or other licensed-professional advice, and use of the Services does not create any licensed-professional relationship with Artifex.

4. Fees and Payment

Customer will pay the fees in the Order. Fees are in U.S. dollars, exclusive of taxes, and are non-refundable. Invoices are due net 30 days unless otherwise stated. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law. Artifex may suspend the Services if payment is more than 10 days late. Artifex may increase fees annually on 60 days' notice.

5. Customer Data and AI Training

Customer retains ownership of data it submits to the Services ("Customer Data"). Customer grants Artifex a worldwide, royalty-free license to use Customer Data (i) to provide the Services and (ii) to develop and improve the Services, including by creating aggregated and de-identified data used to train and fine-tune AI models. Customer represents that it has all rights and consents necessary to submit Customer Data and is solely responsible for its accuracy and legality. Customer shall not submit payment card data, protected health information, export-controlled information, or government-classified information without Artifex's prior written consent.

6. Intellectual Property

Artifex owns all rights in the Services, platform, OpenClaw, documentation, and any feedback or suggestions Customer provides. No rights are granted except as expressly stated in these Terms.

7. Confidentiality

Each party will protect the other's non-public information disclosed under this Agreement using reasonable care and will not use it except to perform under the Agreement. Customer Data is Customer's Confidential Information. This obligation lasts during the Term and for 3 years after (or indefinitely for trade secrets).

8. Privacy

Artifex's processing of personal information is described in the Privacy Policy and, for personal information in Customer Data, the Data Processing Addendum, which is incorporated by reference.

9. Service Availability

Artifex uses commercially reasonable efforts to keep the Services available and functioning, but availability is not guaranteed. The Services may be interrupted, degraded, or unavailable because of power outages, internet service provider issues, third-party provider outages, cloud or API failures, scheduled or emergency maintenance, equipment failure, cyberattacks, force majeure events, or other causes outside Artifex's reasonable control.

Unless a separate written agreement expressly states otherwise, Artifex does not provide any service-level agreement, uptime commitment, service credit, or guaranteed response time. No SLA applies unless separately agreed in writing. Support, customization, hosting, and maintenance obligations are limited to the scope stated in the applicable Order.

10. Disclaimers

THE SERVICES AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." ARTIFEX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF AI OUTPUT. ARTIFEX DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT USE OF THE SERVICES WILL PRODUCE ANY PARTICULAR BUSINESS OUTCOME.

11. Indemnification

By Customer. Customer will defend and indemnify Artifex against any third-party claim arising from (a) Customer's use of the Services, (b) Customer Data, (c) decisions or actions taken based on AI output, (d) Customer's breach of this Agreement or the Acceptable Use Policy, or (e) Customer's violation of law.

By Artifex. Artifex will defend Customer against any third-party claim that Customer's authorized use of the Services infringes a U.S. patent, copyright, or trademark. Artifex's obligations do not apply to claims arising from (i) Customer Data, (ii) modifications not made by Artifex, (iii) use contrary to Artifex's instructions, (iv) third-party components including AI models, or (v) AI-generated output. Artifex may, at its option, modify the Services, obtain a license, or terminate and refund prepaid fees for the unused portion. This is Customer's sole remedy for any IP infringement claim.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: ARTIFEX'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) $50,000 OR (B) THE FEES PAID BY CUSTOMER TO ARTIFEX IN THE 12 MONTHS BEFORE THE CLAIM. ARTIFEX WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR DAMAGES ARISING FROM AI OUTPUT OR THIRD-PARTY SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

The cap does not apply to Customer's payment obligations, Customer's indemnification obligations, breach of Section 2 (Restrictions), or amounts that cannot be limited by law.

13. Term and Termination

The Agreement starts on the effective date in the Order and runs for the term stated there, auto-renewing for 1-year periods unless either party gives 60 days' notice of non-renewal. Either party may terminate for the other's uncured material breach after 30 days' written notice (10 days for payment breach). Artifex may suspend or terminate immediately for breaches of Section 2, the Acceptable Use Policy, or for security reasons. Upon termination, Customer's access ends; Artifex will delete Customer Data within a reasonable time (subject to legal retention and backup overwrite cycles) unless Customer requests return within 30 days. Sections 4 (accrued fees), 5 (last sentence), 6, 7, 9, 10, 11, 12, and 14 survive.

14. General

Governing Law. California law governs, without regard to conflict-of-laws rules.

Dispute Resolution. The parties will first attempt good-faith resolution by senior-executive discussion for 30 days. Any unresolved dispute will be finally resolved by binding arbitration before JAMS in Los Angeles County, California, under its Comprehensive Arbitration Rules, by a single arbitrator. Each party waives any right to bring claims as a class or representative action. Either party may seek injunctive relief in court for IP or confidentiality violations.

Updates. Artifex may update these Terms by posting a revised version; changes take effect at Customer's next renewal or 30 days after posting, whichever is later.

Publicity. Artifex may use Customer's name and logo to identify Customer as a customer, unless Customer opts out in writing.

Assignment. Customer may not assign without Artifex's consent. Artifex may assign in connection with a merger, acquisition, or sale of assets.

Notices. Notices to Artifex: legal@artifexhq.ai. Notices to Customer: the address or email in the Order.

Entire Agreement. These Terms, together with the Order and documents referenced here, are the entire agreement and supersede prior agreements. No purchase order or other Customer-issued terms will modify this Agreement. Amendments require writing signed by both parties.

Other. If any provision is unenforceable, the rest remains in effect. Failure to enforce is not waiver. The parties are independent contractors. Force majeure excuses delay (not payment) for events beyond a party's reasonable control.