Terms of Service

Effective Date: September 15, 2022

Thanks for using Hugging Face and being part of our awesome community!

We drafted the following Terms of Service to make your user experience as smooth,
private and secure as possible. We are very much open to feedback - contact
us at legal@huggingface.co with any question or concern!

Please read these Terms carefully as they contain important information about
what we do and do not offer, and what you can and cannot do.

Whenever you want to use or purchase the Services that we provide at https://huggingface.co
and related sites (the "Website"), these Terms of Service, together with our
Supplemental Terms, notices and policies available at https://huggingface.co,
and/or any other binding document that we provide and/or that you sign (the
“Terms” or the “Agreement”) will apply to you.

In other words, these Terms are a binding agreement between us, Hugging Face,
Inc. a Delaware corporation ("Hugging Face", "Company", "us", "we"), and You,
whether you are a user ("User", "You") or a customer ("Customer", "you"). You
should also carefully review all of our other policies available on our Website,
including our Privacy Policy.

By accessing, using or purchasing the Services, you consent to all of these
Terms and policies. So, if you do not agree with any of those, please do not
access, use or purchase the Services.

We may change or update the Terms from time to time. Changes will be effective
10 days following posting on the Website. If you continue using the Services
10 days following such posting, that means you accept those changes.

We may also post and update supplemental terms for specific Services ("Supplemental
Terms"), and such Supplemental Terms will also apply to you.

A few definitions

Let's make sure we speak the same language!

"Account" is the account that you, or your entity, will create on the Website
to access, use or purchase our Services. It must be secured by a strong password!

"Agreement" or "Terms" refer to all of the terms and conditions that apply between
us. They include these Terms, Supplemental Terms, notices and policies available
at https://huggingface.co, and/or any other binding document that we provide
and/or that you sign, including but not limited to an Order Form, a Scope of
Work or a Master Services Agreement.

"Inference API" refers to hosted services available on https://huggingface.co
that let you, individuals, companies or organizations, run inference via application
programming interface on machine learning models publicly or privately hosted
on Hugging Face's model hub.

"Content" refers to any material posted, displayed, or accessed on our Website
or Hub, including but not limited to code, data, text, graphics, images, applications,
or software you, we, or any third party provide or make available.

"Dataset" refers to a structured collection of data samples used to train machine
learning Models.

"Effective Date" refers to the last date of signature of the Agreement, or any
other binding document.

"Inference Endpoint Service" refers to the Hugging Face Hub service through
which the Customer can create, edit, manage and delete Managed Endpoints.

"Hugging Face" refers to Hugging Face Inc., which may perform its obligations
through its affiliates, directors, subsidiaries, contractors, licensors, officers,
agents and/or employees.

"Hugging Face Hub", or "Hub" refers to the hosting platform where Users can
build, benchmark, share, version and deploy Repositories, which may include
Models, Datasets and Machine Learning Applications.

"Hugging Face Open-Source Libraries" refers to the Hugging Face open-source
software projects available at https://github.com/huggingface/, including Transformers,
Datasets and Tokenizers.

"Infinity Service" refers to the containerized solution to deploy end-to-end
optimized inference pipelines for state of the art Transformers Models, available
at https://huggingface.co/infinity.

"Machine Learning Application" refers to a repository hosted on the Hub that
allows a User to showcase Machine Learning experiments.

"Model" refers to a pre-trained machine learning model including algorithms
and weights, which can be run to make predictions.

"Order Form" refers to the document shared by Hugging Face to the Customer describing
the quantity of services ordered by the Customer and the fees payable for such
services. Additional Order Forms may be negotiated between and executed by the
Parties, and shall be incorporated into the Agreement.

"Organization" refers to a workspace representing a legal entity and/or several
Users. A User can be part of multiple organizations.

"Premium Support" refers to qualified information or any other materials provided
by Hugging Face via email or any other instant messaging or communication service
to the Customer to address the Customer’s questions on the use and optimization
of the Hugging Face Open-Source Libraries, Hugging Face or Customer Models.

"Repository" refers to a data structure which contains all of the project files
and the entire revision history. A Repository may be public (i.e. anyone on
the internet can see it, but only you or members of your organization can make
changes) or private (i.e. only you or members of your organization can see and
make changes to the repository).

"Services" refer to the products and/or services we offer or provide, and that
you access, use or purchase. Services may include limited licenses or subscriptions
to access or use certain offerings in accordance with these Terms, including
use of Models, Datasets, Hugging Face Open-Sources Libraries, the Inference
API, AutoTrain, Expert Acceleration Program, Infinity or other Content. Reference
to "purchases" and/or "sales" mean a limited right to access and use a Service
(not a transfer or any ownership right, title, or interest) in accordance with
these Terms.

"User" refers to the individual person, company or organization that accesses,
receives, or uses the Services. That's you!

Your Use of the Services

Here are the Services we offer, and how you should use them.

We provide Services in the field of machine learning, here is the list:

    Open-Source Libraries: including Transformers, Datasets and Tokenizers

Hugging Face public Hub: where you can build, benchmark, share, version and
deploy Models, Datasets and Machine Learning Applications accessible by all
Users

Hugging Face private Hub: where you can build, benchmark, share, version and
deploy Models, Datasets and Machine Learning Applications, that are only accessible
by You or your Organization(s)

Inference API Service: where you or your organization(s) can run inference via
application programming interface on machine learning models publicly or privately
hosted on our Model Hub

AutoTrain premium Service: create state of the art Models from your own training
data, everything being automatically hosted privately on the Model Hub. You
can then share them publicly and/or serve them through the Inference API Service
for example.

Expert Acceleration Program: get Premium Support on the use of our open source
and all our services and/or products.

Infinity Service: deploy end-to-end optimized inference pipelines for state
of the art Transformers Models.

Hardware Partner Program: access State of the Art hardware and hardware-specific
machine learning optimization techniques for production performance.

Inference Endpoints: easily deploy machine learning models on dedicated, secure
and autoscaling infrastructure

More awesome Services. Stay tuned!!

You must use our Services in strict compliance with these Terms, the Supplemental
Terms for each Service, all of our policies available on our Website, and all
applicable laws or regulations in the relevant jurisdiction(s).

We may at any time modify, suspend, or discontinue, temporarily or permanently,
the Services (or any part thereof) with or without notice. You agree that we
will not be liable to you or to any third party for any modification, suspension
or discontinuance of the Services.

Your Account

Pretty basic, but necessary before accessing some of our Services!

In order to create an Account for yourself or for your Organization on our Website,
you must be a natural person of at least age 13, or a legal entity duly registered.
If you decide to create an Account for your Organization, you represent that
you have the authority to act on behalf of your Organization and bind your Organization
to these Terms.

When you create your Account, we are going to ask you to provide us with some
basic information, such as your email address password, username, full name,
and other optional information such as an avatar, your interests, usernames
to your third-party social networks, or payment information if you decide to
purchase one of our paid Services. All information must be accurate and valid.

Security is very important to us, and we need every member of our community
to cooperate. You are responsible for maintaining the confidentiality and security
of your password necessary for accessing your Account and the Services. You
may not disclose your password to any third party, and you are solely responsible
for any action taken with your Account. You must notify us immediately of any
actual or suspected breach of security on your Account, loss or compromise of
password, or unauthorized use of your Account.

Your Content

Wondering about what we do with your Content?

You are solely responsible for the Content you post, publish, display or otherwise
make available on our Website, and for any other action or omission that results
from your use of the Services (including our Content or other user's Content),
or the use by a person or an entity that you have authorized under your Account.

You represent and warrant that you have ownership, control, and responsibility
for the Content you post or otherwise make available on our Website, or otherwise
have the right to do so. Your Content must not be misleading or unlawful, and
must not violate any of these Terms, applicable law and regulation, or infringe
or misappropriate any rights of any person or entity. We may remove your Content
at any time, at our sole discretion, if we have a concern about your Content.

You own the Content you create! We will not sell your Content, nor will we use
it in any other way as permitted under these Terms. However, by posting your
Content or otherwise making it available on our Website, you must be aware that:

You hereby grant us a worldwide, royalty-free and non-exclusive license to use,
display, publish, reproduce, distribute, and make derivative works of such Content
to provide Services and as otherwise permitted under these Terms and our Privacy
Policy; and,

    Your Content will be viewed by others, and therefore:

If you decide to set your Repository public, you grant each User a perpetual,
irrevocable, worldwide, royalty-free, non-exclusive license to use, display,
publish, reproduce, distribute, and make derivative works of your Content through
our Services and functionalities;
If you decide to set your Repository private, we will use reasonable and appropriate
measures designed to keep your Content confidential, and protected from any
unauthorized access or disclosure. However, we may access or share your private
information pursuant to the terms set forth in our Privacy Policy.

When Content contains notice of a reasonable and customary license, (such as
an open source license) such Content is intended to remain under the terms of
such license when further accessed, distributed, or used. Neither party is permitted
to remove reference to any such license.

Any Content you download, access or use from us or another User, is at your
own risk and subject to these Terms and/or the terms accompanying such Content.

Payment

We work hard to make our Services most useful to you, and we thank you for your
trust and support!

Our plans and fees payable for the use of the Services you decide to purchase
are available at https://huggingface.co/pricing. You may decide to choose a
custom plan, in which case the payable fees and payment terms will be subject
to further discussions and mutual agreement with us, and will be specified in
the applicable Services Agreement, Order Form or any other binding document
signed between us.

All fees are exclusive of any applicable taxes, which You are solely responsible
to pay.

We reserve the right to adjust our pricing from time to time and at our sole
discretion. In such event, prices will remain fixed during the term of your
initial subscription, and adjusted fees will be applicable only after the term
of your new subscription.

The plan is billed in advance on a monthly basis, and usage based fees, which
apply if you go over your allotted usage, will be billed as they go.

Payment is processed on the Website, which includes a third-party payment or
credit card processor's services. The payment processor's or credit card company's
agreement governs your use of the designated account or credit card you provide,
and you must refer to that agreement and not these Terms to determine your rights
and liabilities relating to such agreement, account and activities. By providing
us with your account or credit card number and associated payment information,
you agree that we are authorized to immediately invoice your account for all
fees due and payable and that no additional notice or consent is required. You
agree to immediately notify us of any change in your billing address or the
account or credit card use for the payment. All fees are non-refundable and
exclusive of any applicable taxes, which the Customer is solely responsible
to pay. You will indemnify us for any taxes relating to your purchase or use
of the Services, except for taxes relating to our income.

For certain Services, the Service Fees and payment terms may be specified in
the Supplemental Terms and/or in any other binding document signed between us,
including but not limited to an Order Form, a Scope of Work, or a Master Service
Agreement, which are fully incorporated into the Agreement between us.

Termination

Don't go! But if you do, here is what happens after termination.

You may decide to cancel your Account whenever you want, at your sole discretion.

We may do the same, and we reserve the right to suspend or terminate your access
to the Services anytime with or without cause, and at our own discretion, with
or without notice.

Upon cancellation of your Account, we will use commercially reasonable efforts
to delete your information and Content of your own Repositories, whether public
or private, within 90 days. We will not delete the Content that you contributed
to other Users' Repositories, or copies made by us or other Users.

We also reserve the right to retain your information for legal or regulatory
compliance, pursuant to standard archiving, recovery, and back-up processes
and practices, and pursuant to our Privacy Policy.

For certain Services, the Service Term and causes for termination may be specified
in the Supplemental Terms and/or in any other binding document signed between
us, including but not limited to an Order Form, a Scope of Work, or a Master
Service Agreement, which are fully incorporated into the Agreement between us.

Confidentiality

What is confidential, stays confidential.

All information relating to these Terms and/or during negotiations before the
execution of any binding document that we may share between us shall be treated
as confidential (“Confidential Information”).

During the Service Term, and for at least one (1) year thereafter, we expressly
agree (i) to maintain the strict confidentiality of such Confidential Information,
and to refrain from disclosing such Confidential Information to any third party,
except as authorized by the original disclosing party in writing; (ii) to use
such Confidential Information only for the purposes of performing its obligations
or exercising its rights under this Agreement; and (iii) to use at least a reasonable
standard of care in protecting the Confidential Information.

These restrictions on the use or disclosure of Confidential Information shall
not apply to any Confidential Information (i) which has been independently developed
by the receiving Party, as evidenced by its written records, (ii) which has
been lawfully received free of restriction from another source having the right
to furnish such Confidential Information; or (iii) after it has become generally
available to the public without breach of this section by the receiving Party;
or (iv) which at the time of disclosure was already known to the receiving Party,
and free of restriction as evidenced by documentation in such Party's possession;
or (v) which the disclosing Party confirms in writing is free of such restrictions;
or, (vi) which is required to be disclosed in any legal proceeding, upon express
request from a governmental or regulatory agency, and/or pursuant to a requirement
of law (and only with respect to such disclosure).

Each of us may disclose Confidential Information only to our employees, agents
or subcontractors who need it in order to exercise rights or perform obligations
under the Agreement, and who are required to protect it against unauthorized
disclosure or use in a manner no less protective than required under the Agreement.

Confidential Information is and shall at all times remain the exclusive property
of the disclosing Party.

Upon termination or expiration of the Agreement, we ask you to promptly destroy
or return all Confidential Information, and we will do the same if you ask us
to do so.

Intellectual Property

Let's give credit where it is due, and protect our intellectual property rights!

Proprietary Rights. We retain ownership of all of our intellectual property
rights related to the Website and the Services, including all improvements to
the Services. All materials that we produce, including the Website, design,
code, graphics, interfaces, trademarks, and logo shall remain our exclusive
property. You may not alter, reproduce, republish, license any of our proprietary
materials, unless we expressly give you a written permission to do so. All rights
not expressly granted are reserved and retained by us.

Nothing in these Terms is intended to limit our use of our knowledge, skills,
experience, ideas, concepts, know-how and/or techniques developed or learned
at any time, without limitation. If you provide us feedback regarding the use,
operation, performance, or functionality of our Website, Services, or business
(collectively, "Feedback"), you hereby grant us a perpetual, irrevocable, worldwide,
royalty-free, and non-exclusive right and license to exploit and commercialize
the Feedback, improve the Services, and develop and/or commercialize new offerings,
which we will solely and exclusively own. In addition and subject to our Privacy
Policy, we may aggregate, anonymize, or otherwise learn from data relating to
your use of the Services, and use the foregoing to improve those Services.

DMCA Policy. We comply with the Digital Millennium Copyright Act Policy! If
you have any claims that any content on our Website violates or infringes your
intellectual property rights, you may send your complaint to dmca@huggingface.co
with detailed and accurate information supporting your claim. You also represent
and warrant that you will not knowingly provide misleading information to support
your claim.

Open Source. Certain items provided with the Services may be subject to "open
source" or "creative commons" or other similar licenses (collectively, "Open
Source"). The Open Source license terms are not intended to be replaced or overridden
by the license and other terms of these Terms; however, the limitations of liabilities,
disclaimers, and this provision apply to any such Open Source. Nothing in these
Terms limit your rights under, or grants you rights that supersede, the terms
and conditions of any applicable Open Source license. If we (or you) make modifications
to Open Source, and if the applicable Open Source requires that such modifications
be made available, and we (or you) do not already publish such modifications
via the applicable open source community, then modifications will be available
on applicable websites.

Supplemental Terms. Certain Services may be governed by specific intellectual
property terms which are stated in the Supplemental Terms and/or in any other
binding document signed between us, and which are fully incorporated into the
Agreement between us.

Privacy

Your privacy is paramount to us, and here is how we respect it.

We will provide the Services in accordance with our Privacy Policy available
at: https://huggingface.co/privacy.

Liability

Our worst case scenario.

Neither of us (or any of our affiliates, subsidiaries, contractors, licensors,
officers, directors, agents, or employees ("Related Parties")) will be liable
for any indirect, incidental, consequential, punitive, special, or other similar
damages, including loss of revenue, profits, data, benefits, or savings, whether
or not due to the fault or negligence of the company or related parties, and
regardless of whether either of us or our related parties have been advised
of the possibility of such damages or losses.

Either Party’s (and each Related Party’s) aggregate liability to the other
Party or any third party in any circumstance will not exceed the amount that
you paid us during the 12-month period immediately preceding the last claim
(or $50 if relating to a free service). This limitation will not apply to (i)
either party’s liability from fraud, gross negligence, recklessness, or willful
or criminal misconduct, (ii) your liability for infringement of our intellectual
property rights, (iii) your liability for breach of the confidentiality section,
or (iv) amounts you owe us for the service made available as per your payment
obligations.

Indemnity

Your worst-case scenario.

You are solely and exclusively responsible for your use of the Services!

In this regard, you agree to indemnify, defend and hold harmless us and Related
Parties from all claims, liability, and expenses, including attorney's fees,
arising out or in connection with your use of (or inability to use) the Services,
including but not limited to your violation of these Terms, applicable law or
regulation, any Content or data posted or used by you, or any other party's
use of any Service with your credentials, unless arising directly from Hugging
Face’s fraud, gross negligence, recklessness, or willful or criminal misconduct,
provided that we provide you with (i) a prompt written notice of the claim,
demand, suit or proceeding, (ii) sole control of the defense and settlement
of the claim, demand, suit or proceeding, and (iii) all reasonable assistance
and cooperation in connection with the defense and settlement of the claim,
at its own expense.

Disclaimer of Warranties

There are certain promises that we cannot make...

We provide Services that you may or may not decide to access, use or purchase.
In this regard, we make no warranties or representations about these Services.

In other words, except as expressly provided otherwise herein, and to the fullest
extent permitted by law, the Services and Content are provided "as is" and "as
available".

We disclaim all warranties or guarantees of any kind, express or implied, whether
arising under any law or from any usage in trade, or otherwise, including but
not limited to the implied warranties of merchantability, non-infringement,
quiet enjoyment, fitness for a particular purpose, or otherwise.

We further disclaim all warranties or guarantees about the accuracy, reliability
or benefits of any Services, artificial intelligence, Models or any other technology
or Content, or that the Services or Content will meet your requirements, be
secure, uninterrupted or available at any time or location, or error-free, viruses-free,
or that any errors will be corrected, or otherwise.

You will be solely responsible for any damage resulting from your use of or
access to the Services, your downloading of Content or data, or use of any other
material provided by or through the Services.

Miscellaneous

Almost done! These are important legal terms that you should also read.

Governing law and dispute resolution. These Terms and all matters regarding
their interpretation and/or enforcement are governed by the Law of the State
of New York, excluding its choice of law rules. If a dispute or claim relating
to these Terms arises, we each agree to make a reasonable and good faith effort
to agree on an out-of-court solution and to resolve the dispute. If no out-of-court
settlement is reached, any related action, lawsuit, or proceeding must be brought
and adjudicated exclusively by state or federal courts located in the city of
New York, United States of America. Any claim, action, suit or proceeding relating
to these Terms must be brought by you within one year of the event that gave
rise to the claim or such claim is hereby waived to the maximum extent permitted
by law.

Assignment. We may assign or transfer all or part of our rights and obligations
under these Terms to an affiliate, successor or any other entity or person without
obtaining your prior written consent. Conversely, you may not assign or transfer
all or part of your rights and obligations under Terms without obtaining our
prior written consent.

Subcontracting. We may subcontract all or part of our obligations under these
Terms at our own discretion, and without notifying you. Nothing to worry, since
we will bear the same degree of responsibility for acts and omissions of the
subcontractors acting on our behalf in the performance of their obligations
under these Terms as they would bear if such acts and omissions were performed
by us directly.

Changes in law or regulation. If there is any change in law or regulation that
would materially restrict or prohibit our ability to provide the Services pursuant
to these Terms, we may suspend or cancel the Services, or otherwise amend these
Terms.

Export Control and Sanctions. Any Service provided pursuant to these Terms may
be subject to export control and sanctions laws of the U.S. and/or other applicable
jurisdictions. Therefore, you may only access and use the Service in compliance
with U.S. and other applicable export control and sanctions laws and regulations.

Headings. Headings used throughout these Terms are used for convenience and
reference only, and have no legal effect, nor shall affect the interpretation
of these Terms.

Entire Agreement. These Terms, together with all of the terms, policies and
notices available at https://huggingface.co, or any other binding documents
we provide, or agreements provided or executed by us, constitute the entire
agreement between us, and supersedes all previous negotiations, proposals, commitments,
writings, oral statement and understanding of any nature whatsoever. Any standard
form purchase order or similar document you provided us or reference in any
payment is expressly rejected if it differs from, or adds to, these Terms.

Order of Precedence. In the event of a conflict between provisions arising out
of any documents included in the Agreement, the order of precedence will be
as follows, unless expressly stated otherwise: (i) the applicable Order Form
if any; (ii) the applicable Scope of Work if any; (iii) any other binding document
signed between us; (iv) the Supplemental Terms; (v) these Terms of Service;
(vi) all other documents or policies incorporated by reference in the Agreement.

Severability. If any provision of these Terms, by action of law or for any other
reason, is held to be prohibited, invalid, void or unenforceable in any relevant
jurisdiction, such provision will be stricken, and the remaining provisions
of these Terms will remain in full force and effect.

No Waiver. The failure, in one or more instances, to perform any of the terms
or conditions of these Terms, or to exercise any right hereunder, shall not
be construed as a waiver of the future performance of any such terms or conditions,
or the future exercise of such right, and the obligations of under these Terms
with respect to such performance shall continue in full force and effect.

Survival. The termination or expiration of these Terms shall not relieve from
any obligation (i) that may have arisen prior to such termination or expiration,
or (ii) that needs to survive termination or expiration in order to give full
effect to its meaning, including without limitation payment obligations, confidentiality
obligations, limitation of liability, warranty disclaimers, indemnities, governing
law and dispute resolution, miscellaneous, and definitions.

Execution. Each Party represents and warrants that (i) it possesses the legal
right and capacity to enter into, execute, deliver and perform the Agreement;
(ii) the individual signing the Agreement on the Party’s behalf has full power
and authority to bind the Party to the terms and conditions set out in this
Agreement; and (iii) the Agreement is a valid and binding obligation of that
Party. You agree that an electronic signature shall have the same force and
effect as manual signatures.