Terms of Use

Licensors offering models must possess all necessary rights and warrant that OpenGradient and licensees won't infringe third-party intellectual property rights through model use.

Licensees must comply with licensor terms, including payment and limitations. Models are licensed for personal or internal business use only—not for resale or third-party provision without explicit written approval.

OpenGradient isn't a model licensor and doesn't guarantee model existence, quality, safety, legality, user content accuracy, licensor ability to license, licensee ability to pay, or transaction completion between parties. OpenGradient disclaims responsibility for user conduct, ratings integrity, or any transaction-related claims.

Subject to the agreement, OpenGradient grants a limited license to access and use services and the Platform to procure and license models through protocols.

Users cannot:

• License, sell, rent, lease, transfer, or commercially exploit services
• Frame or use framing techniques on OpenGradient trademarks or content
• Modify, translate, adapt, or reverse engineer services (except where prohibited by law)
• Scrape or download webpage data without authorisation
• Copy, reproduce, distribute, or transmit services without authorisation
• Remove copyright or proprietary markings

Services may rely on third-party websites, applications, and protocols not controlled by OpenGradient, including validators, digital wallets, and user-built models. OpenGradient doesn't review, approve, monitor, or endorse third-party services. Users assume all risks and should review third-party terms before transactions.

Users represent and warrant that:

• They are at least 18 years old and not barred from services by law
• They are responsible for all account activities
• They haven't been previously removed or banned by OpenGradient
• They are not on OFAC lists or prohibited under OFAC programs
• No legal proceedings relate to their cryptocurrency or blockchain activities

Users represent they are entitled to use connected digital wallets. OpenGradient disclaims liability if wallets become unavailable. User relationships with wallet providers are governed solely by those providers' agreements.

OpenGradient isn't a financial or investment advisor. Services entail loss risks and may not meet user needs. Services rely on protocols and blockchain rules that may be unreliable.

Users acknowledge:

• Digital asset use involves hardware, software, internet connection, malware, and asset value fluctuation risks
• OpenGradient won't be responsible for communication failures, disruptions, errors, delays, or losses from blockchain technology
• Blockchain regulatory regimes are uncertain; new regulations may materially harm service development
• OpenGradient makes no security guarantees; it is not liable for hacks, double spending, or protocol attacks
• Third parties control protocols; OpenGradient isn't responsible for performance or risks

All data, information, and content are the originating party's sole responsibility. Users are entirely responsible for content they upload, post, email, transmit, or otherwise make available ("User Content"). OpenGradient has no pre-screening obligation for content but reserves the right to pre-screen, refuse, or remove any content.

Users represent and warrant their User Content won't contain Regulated Data (including social security numbers, HIPAA-protected health information, biometric data, financial account credentials, or data from individuals under 18) unless OpenGradient agrees otherwise in writing.

Except User Content, OpenGradient and its suppliers own all rights, title, and interest in services, including code, themes, characters, artwork, animations, sounds, documentation, and software.

Users grant OpenGradient a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, fully sublicensable right and license to use, reproduce, modify, adapt, publicly perform, and display User Content for operating and improving services and developing new products.

Users agree not to use services for prohibited purposes. Actions that are not permitted include:

• Infringing patents, trademarks, trade secrets, copyrights, or other rights
• Unlawful, threatening, abusive, harassing, misleading, defamatory, fraudulent, or discriminatory conduct
• Unauthorised advertising, junk email, or bulk email
• Impersonating persons or entities, including OpenGradient employees
• Bypassing robot exclusion hardware or interfering with services
• Collecting or transmitting information concerning others without permission
• Engaging in security violations, scraping, or introducing malware

Website and certain service access is free. OpenGradient reserves the right to charge fees for certain services. All fees are non-cancellable and non-refundable. OpenGradient may change fees by posting changes; new fees apply to subsequent transactions.

Users are solely responsible for ensuring payments cover required Gas Fees. Gas Fees are protocol transaction fees determined by market conditions, not set or charged by OpenGradient.

If services are subject to Sales Tax and users haven't remitted it, users are responsible for payment and related penalties or interest, and will indemnify OpenGradient for resulting liability or expense.

Users agree to indemnify and hold OpenGradient parties harmless from losses, costs, liabilities, and expenses (including reasonable attorneys' fees) relating to User Content, service use or inability to use, agreement violations, third-party rights violations, or legal and regulatory violations.

To the extent permitted by law, service use is at sole user risk. Services are provided "AS IS" and "AS AVAILABLE," with all faults. OpenGradient parties expressly disclaim all warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

OpenGradient is not an investment or financial advisor. OpenGradient and its suppliers or licensors aren't responsible for investment decisions, damages, or losses from service or protocol use.

To the fullest extent permitted by law, OpenGradient parties aren't liable for lost profits, revenue, or data, indirect, incidental, special, or consequential damages, or costs due to production or use loss or business interruption arising from service use or inability to use.

OpenGradient parties' total liability shall not exceed the greater of: (a) total amounts paid to OpenGradient during the one-month period before the event causing liability, (b) $100, or (c) the statute-imposed remedy or penalty under which the claim arises.

The agreement commences when you accept terms and remains in full force while you use services, unless earlier terminated. OpenGradient reserves the right to terminate the agreement and access at any time for any or no reason, with or without notice.

You and OpenGradient agree disputes arising from or relating to service access or use, received communications, models sold or distributed, or this agreement will be resolved by binding arbitration instead of court, except for small claims court actions and equitable relief for intellectual property matters.

Before commencing arbitration, the initiating party must provide written notice and the parties will personally meet and confer in good faith to informally resolve disputes within 45 days. Arbitration will be administered by the American Arbitration Association (AAA) under Consumer Arbitration Rules.

YOU AND OPENGRADIENT WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO COURT SUITS AND JUDGE OR JURY TRIALS. Disputes may be brought individually only — not on a class, representative, or collective basis.

Terms and related actions will be governed and interpreted by Delaware law, consistent with the Federal Arbitration Act, without applying law principles providing other jurisdiction law application.

To the extent permitted to initiate court litigation, parties agree all agreement-related claims and disputes will be litigated exclusively in Delaware state or federal courts.

For questions, complaints, or claims, contact OpenGradient at legal@opengradient.ai or by mail at: One World Trade Center, Suite 77D, NY, NY 10007.