Thank you for using OpenAI!

These Terms of Use apply when you use the services of OpenAI, L.L.C. or our
affiliates, including our application programming interface, software, tools,
developer services, data, documentation, and websites (“Services”). The
Terms include our Service Terms, Sharing & Publication Policy, Usage Policies,
and other documentation, guidelines, or policies we may provide in writing.
By using our Services, you agree to these Terms. Our Privacy Policy explains
how we collect and use personal information.

1. Registration and Access

You must be at least 13 years old to use the Services. If you are under 18 you
must have your parent or legal guardian’s permission to use the Services.
If you use the Services on behalf of another person or entity, you must have
the authority to accept the Terms on their behalf. You must provide accurate
and complete information to register for an account. You may not make your access
credentials or account available to others outside your organization, and you
are responsible for all activities that occur using your credentials.

2. Usage Requirements

(a) Use of Services. You may access, and we grant you a non-exclusive right
to use, the Services in accordance with these Terms. You will comply with these
Terms and all applicable laws when using the Services. We and our affiliates
own all rights, title, and interest in and to the Services.

(b) Feedback. We appreciate feedback, comments, ideas, proposals and suggestions
for improvements. If you provide any of these things, we may use it without
restriction or compensation to you.

(c) Restrictions. You may not (i) use the Services in a way that infringes,
misappropriates or violates any person’s rights; (ii) reverse assemble, reverse
compile, decompile, translate or otherwise attempt to discover the source code
or underlying components of models, algorithms, and systems of the Services
(except to the extent such restrictions are contrary to applicable law); (iii)
use output from the Services to develop models that compete with OpenAI; (iv)
except as permitted through the API, use any automated or programmatic method
to extract data or output from the Services, including scraping, web harvesting,
or web data extraction; (v) represent that output from the Services was human-generated
when it is not or otherwise violate our Usage Policies; (vii) buy, sell, or
transfer API keys without our prior consent; or (viii), send us any personal
information of children under 13 or the applicable age of digital consent. You
will comply with any rate limits and other requirements in our documentation.
You may use Services only in geographies currently supported by OpenAI.

(d) Third Party Services. Any third party software, services, or other products
you use in connection with the Services are subject to their own terms, and
we are not responsible for third party products.

3. Content

(a) Your Content. You may provide input to the Services (“Input”), and receive
output generated and returned by the Services based on the Input (“Output”).
Input and Output are collectively “Content.” As between the parties and
to the extent permitted by applicable law, you own all Input. Subject to your
compliance with these Terms, OpenAI hereby assigns to you all its right, title
and interest in and to Output. This means you can use Content for any purpose,
including commercial purposes such as sale or publication, if you comply with
these Terms. OpenAI may use Content to provide and maintain the Services, comply
with applicable law, and enforce our policies. You are responsible for Content,
including for ensuring that it does not violate any applicable law or these
Terms.

(b) Similarity of Content. Due to the nature of machine learning, Output may
not be unique across users and the Services may generate the same or similar
output for OpenAI or a third party. For example, you may provide input to a
model such as “What color is the sky?” and receive output such as “The
sky is blue.” Other users may also ask similar questions and receive the same
response. Responses that are requested by and generated for other users are
not considered your Content.

(c) Use of Content to Improve Services. We do not use Content that you provide
to or receive from our API (“API Content”) to develop or improve our Services.
We may use Content from Services other than our API (“Non-API Content”)
to help develop and improve our Services. You can read more here about how Non-API
Content may be used to improve model performance. If you do not want your Non-API
Content used to improve Services, you can opt out by filling out this form.
Please note that in some cases this may limit the ability of our Services to
better address your specific use case.

(d) Accuracy. Artificial intelligence and machine learning are rapidly evolving
fields of study. We are constantly working to improve our Services to make them
more accurate, reliable, safe and beneficial. Given the probabilistic nature
of machine learning, use of our Services may in some situations result in incorrect
Output that does not accurately reflect real people, places, or facts. You should
evaluate the accuracy of any Output as appropriate for your use case, including
by using human review of the Output.

4. Fees and Payments

(a) Fees and Billing. You will pay all fees charged to your account (“Fees”)
according to the prices and terms on the applicable pricing page, or as otherwise
agreed between us in writing. We have the right to correct pricing errors or
mistakes even if we have already issued an invoice or received payment. You
will provide complete and accurate billing information including a valid and
authorized payment method. We will charge your payment method on an agreed-upon
periodic basis, but may reasonably change the date on which the charge is posted.
You authorize OpenAI and its affiliates, and our third-party payment processor(s),
to charge your payment method for the Fees. If your payment cannot be completed,
we will provide you written notice and may suspend access to the Services until
payment is received. Fees are payable in U.S. dollars and are due upon invoice
issuance. Payments are nonrefundable except as provided in this Agreement.

(b) Taxes. Unless otherwise stated, Fees do not include federal, state, local,
and foreign taxes, duties, and other similar assessments (“Taxes”). You
are responsible for all Taxes associated with your purchase, excluding Taxes
based on our net income, and we may invoice you for such Taxes. You agree to
timely pay such Taxes and provide us with documentation showing the payment,
or additional evidence that we may reasonably require. OpenAI uses the name
and address in your account registration as the place of supply for tax purposes,
so you must keep this information accurate and up-to-date.

(c) Price Changes. We may change our prices by posting notice to your account
and/or to our website. Price increases will be effective 14 days after they
are posted, except for increases made for legal reasons or increases made to
Beta Services (as defined in our Service Terms), which will be effective immediately.
Any price changes will apply to the Fees charged to your account immediately
after the effective date of the changes.

(d) Disputes and Late Payments. If you want to dispute any Fees or Taxes, please
contact ar@openai.com within thirty (30) days of the date of the disputed invoice.
Undisputed amounts past due may be subject to a finance charge of 1.5% of the
unpaid balance per month. If any amount of your Fees are past due, we may suspend
your access to the Services after we provide you written notice of late payment.

(e) Free Tier. You may not create more than one account to benefit from credits
provided in the free tier of the Services. If we believe you are not using the
free tier in good faith, we may charge you standard fees or stop providing access
to the Services.

5. Confidentiality, Security and Data Protection

(a) Confidentiality. You may be given access to Confidential Information of
OpenAI, its affiliates and other third parties. You may use Confidential Information
only as needed to use the Services as permitted under these Terms. You may not
disclose Confidential Information to any third party, and you will protect Confidential
Information in the same manner that you protect your own confidential information
of a similar nature, using at least reasonable care. Confidential Information
means nonpublic information that OpenAI or its affiliates or third parties designate
as confidential or should reasonably be considered confidential under the circumstances,
including software, specifications, and other nonpublic business information.
Confidential Information does not include information that: (i) is or becomes
generally available to the public through no fault of yours; (ii) you already
possess without any confidentiality obligations when you received it under these
Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality
obligations; or (iv) you independently developed without using Confidential
Information. You may disclose Confidential Information when required by law
or the valid order of a court or other governmental authority if you give reasonable
prior written notice to OpenAI and use reasonable efforts to limit the scope
of disclosure, including assisting us with challenging the disclosure requirement,
in each case where possible.

(b) Security. You must implement reasonable and appropriate measures designed
to help secure your access to and use of the Services. If you discover any vulnerabilities
or breaches related to your use of the Services, you must promptly contact OpenAI
and provide details of the vulnerability or breach.

(c) Processing of Personal Data. If you use the Services to process personal
data, you must provide legally adequate privacy notices and obtain necessary
consents for the processing of such data, and you represent to us that you are
processing such data in accordance with applicable law. If you will be using
the OpenAI API for the processing of “personal data” as defined in the GDPR
or “Personal Information” as defined in CCPA, please fill out this form
to request to execute our Data Processing Addendum.

6. Term and Termination

(a) Termination; Suspension. These Terms take effect when you first use the
Services and remain in effect until terminated. You may terminate these Terms
at any time for any reason by discontinuing the use of the Services and Content.
We may terminate these Terms for any reason by providing you at least 30 days’
advance notice. We may terminate these Terms immediately upon notice to you
if you materially breach Sections 2 (Usage Requirements), 5 (Confidentiality,
Security and Data Protection), 8 (Dispute Resolution) or 9 (General Terms),
if there are changes in relationships with third party technology providers
outside of our control, or to comply with law or government requests. We may
suspend your access to the Services if you do not comply with these Terms, if
your use poses a security risk to us or any third party, or if we suspect that
your use is fraudulent or could subject us or any third party to liability.

(b) Effect on Termination. Upon termination, you will stop using the Services
and you will promptly return or, if instructed by us, destroy any Confidential
Information. The sections of these Terms which by their nature should survive
termination or expiration should survive, including but not limited to Sections
3 and 5-9.

7. Indemnification; Disclaimer of Warranties; Limitations on Liability

(a) Indemnity. You will defend, indemnify, and hold harmless us, our affiliates,
and our personnel, from and against any claims, losses, and expenses (including
attorneys’ fees) arising from or relating to your use of the Services, including
your Content, products or services you develop or offer in connection with the
Services, and your breach of these Terms or violation of applicable law.

(b) Disclaimer. THE 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.

(c) Limitations 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 SHALL 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.

8. Dispute Resolution

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

(a) MANDATORY ARBITRATION. You and OpenAI agree to resolve any past or present
claims relating to these Terms or our Services through final and binding arbitration,
except that you have the right to opt out of these arbitration terms, and future
changes to these arbitration terms, by filling out this form within 30 days
of agreeing to these arbitration terms or the relevant changes.

(b) Informal Dispute Resolution. We would like to understand and try to address
your concerns prior to formal legal action. Before filing a claim against OpenAI,
you agree to try to resolve the dispute informally by sending us notice at dispute-resolution@openai.com
of your name, a description of the dispute, and the relief you seek. If we are
unable to resolve a dispute within 60 days, you may bring a formal proceeding.
Any statute of limitations will be tolled during the 60-day resolution process.
If you reside in the EU, the European Commission provides for an online dispute
resolution platform, which you can access at https://ec.europa.eu/consumers/odr.

(c) Arbitration Forum. Either party may commence binding arbitration through
ADR Services, an alternative dispute resolution provider. The parties will pay
equal shares of the arbitration fees. If the arbitrator finds that you cannot
afford to pay the arbitration fees and cannot obtain a waiver, OpenAI will pay
them for you. OpenAI will not seek its attorneys’ fees and costs in arbitration
unless the arbitrator determines that your claim is frivolous.

(d) Arbitration Procedures. The arbitration will be conducted by telephone,
based on written submissions, video conference, or in person in San Francisco,
California or at another mutually agreed location. The arbitration will be conducted
by a sole arbitrator by ADR Services under its then-prevailing rules. All issues
are for the arbitrator to decide, except a California court has the authority
to determine (i) the scope, enforceability, and arbitrability of this Section
8, including the mass filing procedures below, and (ii) whether you have complied
with the pre-arbitration requirements in this section. The amount of any settlement
offer will not be disclosed to the arbitrator by either party until after the
arbitrator determines the final award, if any.

(e). Exceptions. This arbitration section does not require 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.

(f) NO CLASS ACTIONS. 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,
private attorney general actions, and consolidation with other arbitrations
are not allowed. If for any reason a dispute proceeds in court rather than through
arbitration, each party knowingly and irrevocably waives any right to trial
by jury in any action, proceeding, or counterclaim. This does not prevent either
party from participating in a class-wide settlement of claims.

(g) Mass Filings. If, at any time, 30 or more similar demands for arbitration
are asserted against OpenAI or related parties by the same or coordinated counsel
or entities (“Mass Filing”), ADR Services will randomly assign sequential
numbers to each of the Mass Filings. Claims numbered 1-10 will be the “Initial
Test Cases” and will proceed to arbitration first. The arbitrators will render
a final award for the Initial Test Cases within 120 days of the initial pre-hearing
conference, unless the claims are resolved in advance or the parties agree to
extend the deadline. The parties will then have 90 days (the “Mediation Period”)
to resolve the remaining cases in mediation based on the awards from the Initial
Test Cases. If the parties are unable to resolve the outstanding claims during
this time, the parties may choose to opt out of the arbitration process and
proceed in court by providing written notice to the other party within 60 days
after the Mediation Period. Otherwise, the remaining cases will be arbitrated
in their assigned order. Any statute of limitations will be tolled from the
time the Initial Test Cases are chosen until your case is chosen as described
above.

(h) Severability. If any part of this Section 8 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 Mass Filing or class or representative arbitration,
this Section 8 will be unenforceable in its entirety. Nothing in this section
will be deemed to waive or otherwise limit the right to seek public injunctive
relief or any other non-waivable right, pending a ruling on the substance of
such claim from the arbitrator.

9. General Terms

(a) Relationship of the Parties. These Terms do not create a partnership, joint
venture or agency relationship between you and OpenAI or any of OpenAI’s affiliates.
OpenAI and you are independent contractors and neither party will have the power
to bind the other or to incur obligations on the other’s behalf without the
other party’s prior written consent.

(b) Use of Brands. You may not use OpenAI’s or any of its affiliates’ names,
logos, or trademarks, without our prior written consent.

(c) U.S. Federal Agency Entities. The Services were developed solely at private
expense and are commercial computer software and related documentation within
the meaning of the applicable U.S. Federal Acquisition Regulation and agency
supplements thereto.

(d) Copyright 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 alleged to be infringing and may terminate
accounts of repeat infringers.

    OpenAI, L.L.C.
    3180 18th St
    San Francisco, CA 94110
    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 material that you claim is infringing is located
on the site;
    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; and
A statement by you, made under penalty of perjury, that the above information
in your notice is accurate and that you are the copyright owner or authorized
to act on the copyright owner’s behalf.

(e) Assignment and Delegation. You may not assign or delegate any rights or
obligations under these Terms, including in connection with a change of control.
Any purported assignment and delegation shall be null and void. We may assign
these Terms in connection with a merger, acquisition or sale of all or substantially
all of our assets, or to any affiliate or as part of a corporate reorganization.

(f) Modifications. We may amend these Terms from time to time by posting a revised
version on the website, or if an update materially adversely affects your rights
or obligations under these Terms we will provide notice to you either by emailing
the email associated with your account or providing an in-product notification.
Those changes will become effective no sooner than 30 days after we notify you.
All other changes will be effective immediately. Your continued use of the Services
after any change means you agree to such change.

(g) Notices. All notices will be in writing. We may notify you using the registration
information you provided or the email address associated with your use of the
Services. Service will be deemed given on the date of receipt if delivered by
email or on the date sent via courier if delivered by post. OpenAI accepts service
of process at this address: OpenAI, L.L.C., 3180 18th Street, San Francisco,
CA 94110, Attn: contract-notices@openai.com.

(h) Waiver and Severability. If you do not comply with these Terms, and OpenAI
does not take action right away, this does not mean OpenAI is giving up any
of our rights. Except as provided in Section 8, if any part of these Terms is
determined to be invalid or unenforceable by a court of competent jurisdiction,
that term will be enforced to the maximum extent permissible and it will not
affect the enforceability of any other terms.

(i) Export Controls. The Services may not be used in or for the benefit of,
exported, or re-exported (a) into any U.S. embargoed countries (collectively,
the “Embargoed Countries”) or (b) to anyone on the U.S. Treasury Department’s
list of Specially Designated Nationals, any other restricted party lists (existing
now or in the future) identified by the Office of Foreign Asset Control, or
the U.S. Department of Commerce Denied Persons List or Entity List, or any other
restricted party lists (collectively, “Restricted Party Lists”). You represent
and warrant that you are not located in any Embargoed Countries and not on any
such restricted party lists. You must comply with all applicable laws related
to Embargoed Countries or Restricted Party Lists, including any requirements
or obligations to know your end users directly.

(j) Equitable Remedies. You acknowledge that if you violate or breach these
Terms, it may cause irreparable harm to OpenAI and its affiliates, and OpenAI
shall have the right to seek injunctive relief against you in addition to any
other legal remedies.

(k) Entire Agreement. These Terms and any policies incorporated in these Terms
contain the entire agreement between you and OpenAI regarding the use of the
Services and, other than any Service specific terms of use or any applicable
enterprise agreements, supersedes any prior or contemporaneous agreements, communications,
or understandings between you and OpenAI on that subject.

(l) Jurisdiction, Venue and Choice of Law. These Terms will be governed by the
laws of the State of California, excluding California’s conflicts of law rules
or principles. Except as provided in the “Dispute Resolution” section, all
claims arising out of or relating to these Terms will be brought exclusively
in the federal or state courts of San Francisco County, California, USA.