Last Updated: December 15, 2025
These Friendli Terms of Service (the “Terms”) contain the terms and conditions that govern your access to and use of FriendliAI’s model comparison service that is offered at https://wba.chat (the “Site”) and allows users to compare the output from third-party AI Model services and provide feedback regarding such outputs (Site and such service, the “Friendli Services”), and is an agreement between FriendliAI Corp. (also referred to herein as “we,” “us,” or “our”) on the one hand and you and your Responsible Entity (as defined in the next paragraph) on the other hand (you and your Responsible Entity, the “Customer”, “you”, or “your”). Please read these Terms carefully because they govern your use of the Friendli Services. Definitions for defined terms that are not defined within the applicable provision or paragraph can be found in Section 16 of these Terms.
IMPORTANT NOTICE: THESE TERMS MAY BE SUBJECT TO (I) AUTOMATIC RENEWALS & PAYMENT, AS DETAILED IN SECTION 7; AND (II) BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS, AS DETAILED IN SECTION 14.
By clicking the “I Accept” button or checking the box reflecting your agreement to these Terms, you are confirming that you have read and accept these Terms. If you don’t agree to be bound by these Terms, do not accept these Terms and do not use the Friendli Services. If you are accessing or using the Friendli Services on behalf of or for the benefit of a company or other legal entity (the “Responsible Entity”), you represent and warrant that you have the authority to bind the Responsible Entity to these Terms, and your acceptance of these Terms will bind you and the Responsible Entity to these Terms. We may disclose your information and information related to your access to and use of the Friendli Services to the Responsible Entity, and your right to access and use the Friendli Services may be suspended or terminated (and the administration of any applicable User Account may be transferred) if you cease to be associated with, or cease to use an email address associated with or provisioned by, the Responsible Entity. You and the Responsible Entity will be responsible and liable for all acts and omissions that would constitute a breach of these Terms, including but not limited to those under your User Account. Without limiting the generality of the foregoing, if an individual opens a User Account using an email address associated with or provisioned by a company or other entity, or if a company or entity pays fees due in connection with the access to or use of the Friendli Service by User Account(s) (or reimburses an individual for payment of such fees), then we may, in our sole discretion, deem that company or entity as the Responsible Entity for any access and use under such User Account(s). Customer will ensure that all information Customer provides to us is accurate, complete, and not misleading.
Please review our Privacy Policy https://wba.chat/privacy-policy for information on how we collect, use, and share your information.
We may update these Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and/or we may provide notice by e-mail. It’s important that you review the Terms whenever we update them. If you affirmatively accept the updated Terms or continue to use the Friendli Services after we have posted or provided notice of updated Terms, it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not continue to use the Friendli Services. If we change the Terms in a manner that materially prejudices you with respect to a Friendli Service for which you have paid in advance, then you can terminate the Friendli Service by providing notice to us within thirty (30) days of notice of the change of Terms, and, within a reasonable time after receipt of your notice, we will refund any portion of Fees prepaid for such Friendli Service to the payment method we have on file, prorated based on the amount of any remaining unused pre-paid services.
Because the Friendli Services are evolving over time, we may change or discontinue all or any part of the Friendli Services at any time at our sole discretion. If we discontinue or reduce the functionality of all or a part of a Friendli Service for which you have paid in advance, then you can terminate the Friendli Service by providing notice to us within thirty (30) days of notice of the change of Terms, and, within a reasonable time after receipt of your notice, we will refund any portion of Fees prepaid for such Friendli Service to the payment method we have on file, prorated based on the amount of any remaining unused pre-paid services.
When you register for the Friendli Services, you will create an account with FriendliAI (your “User Account”). You (and your Responsible Entity, if applicable), will also be responsible and liable hereunder for any and all actions and omissions that occur under your User Account.
Subject to your compliance with the terms and conditions of these Terms (including, without limitation, payment of any applicable Fees in accordance with Section 7 (Fees & Payment)), FriendliAI authorizes you to use the Friendli Service(s) in accordance with these Terms and the Documentation on a nonexclusive and non-transferable basis during the Subscription Term (if applicable) subject to any and all restrictions and requirements set forth in these Terms and/or presented when you register for and/or subscribe to the Friendli Services (the “Permitted Use”).
Customer will not: (i) allow any Person that is not an Authorized User to access or use the Friendli Services, or (ii) allow any use, data transmissions, or other access to the Friendli Services that conflicts with or exceeds the Permitted Use.
Customer (and its Authorized Users) will have access credentials to access and use its and their User Accounts and the Friendli Services (“Access Credentials”). Customer will use all reasonable means to secure Access Credentials in accordance with customary security protocols and will promptly notify FriendliAI if Customer knows or reasonably suspects that any Access Credentials have been compromised. Customer is responsible and liable hereunder for the election Friendli Services and/or other activities that occur under the Access Credentials of Customer or its Authorized User(s). Customer will, and will require all Authorized Users to, use all reasonable means to secure usernames, passwords, and other access credentials for hardware and software used to access the Friendli Services in accordance with customary security protocols, and will promptly notify FriendliAI if Customer knows or reasonably suspects that any username and/or password has been compromised.
Customer will ensure that each Authorized User complies with all applicable terms and conditions of these Terms, and Customer is fully responsible and will be liable hereunder for: (Z) acts or omissions by its Authorized Users in connection with their use of the Friendli Services; (Y) any access, use, data transmissions, or other acts or omissions that occur through Customer’s Access Credentials and any data or other materials transmitted to a Friendli Service through Customer’s User Account or Access Credentials; and (X) any conduct or omission by its Authorized Users that would be a breach of these Terms had Customer directly engaged in such conduct or omission.
Certain features and functionalities within the Friendli Services may allow Customer and its Authorized Users to interface or interact with, access, and/or use third-party services, products, technology, platforms and content (collectively, “Third-Party Services”) through the Friendli Services. Customer hereby acknowledges and agrees that (i) FriendliAI does not provide any aspect of the Third-Party Services and is not responsible for the Third-Party Services, any data, content, or documents accessed through the Third-Party Services; and (ii) Customer is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses, authorizations, and consents necessary for Customer to use the Third-Party Services in connection with the Friendli Services. Customer may access through the Friendli Services certain features leveraging third-party artificial intelligence services, tools, and AI Models (“AI Services”). Customer acknowledges and agrees that (i) additional terms and license requirements may apply to certain AI Services and (ii) AI Services are deemed to be Third-Party Services. You must review and comply with such requirements for the AI Services used.
Customer shall at all times provide FriendliAI with good faith cooperation and assistance and make available such information, facilities, and Customer personnel as may be reasonably required by FriendliAI in order to provide the Friendli Services to Customer including, but not limited to, providing Customer Materials. Additionally, Customer shall be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the FriendliAI Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing.
Customer will not at any time, and will not permit any Person to, directly or indirectly:
(a) use or access the Friendli Service for any purpose outside the Permitted Use or in violation of these Terms;
(b) modify or create derivative works of any Friendli Service or Documentation in whole or in part;
(c) transfer or otherwise distribute or allow direct access or use of a Friendli Service by or to any third party;
(d) frame, mirror, sell, lease, lend, or rent the Friendli Service or use the Friendli Service to provide service bureau, time sharing, rental, application services provider, hosting, or other computer services to third parties.
(e) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain improper access to any software or other component of any Friendli Service, in whole or in part, except to the extent such restrictions are prohibited by law;
(f) use any Friendli Service or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any Person, or that violates any applicable law or regulation;
(g) circumvent, disable, or otherwise interfere, directly or indirectly, with any security-related features of any Friendli Service, including features that prevent or restrict the use, downloading, redistribution, and/or reproduction of information, data, and other materials provided to Customer and others through any Friendli Service;
(h) interfere with, disrupt, or create an undue burden on the integrity or performance of, any Friendli Service, or any data or content contained therein or transmitted thereby;
(i) upload or transmit viruses, Trojan horses, or other harmful code or materials that interfere with the use or enjoyment of any Friendli Service or modifies, impairs, disrupts, alters, or interferes with the access to or use, of any features, functions, operation, or maintenance of any Friendli Service;
(j) access, use, or search any Friendli Service through the use of any automated system, engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools), other than software or Friendli Service features provided by FriendliAI for use expressly for such purposes;
(k) use any Friendli Services to mine for cryptocurrency;
(l) use any Friendli Services: (i) to develop, operate, commercialize, license, sell, or otherwise provide any product, service or technology that could, directly or indirectly, compete with any Friendli Service or any other products or services offered by FriendliAI or its Affiliates, or (ii) to provide third parties with products, software, or services similar to any Friendli Services or any other products or services offered by FriendliAI or its Affiliates; or
(m) engage in any activities restricted under the Authorized Use Policy set forth in Exhibit 1. Without limiting FriendliAI’s other rights or remedies under these Terms, FriendliAI may immediately, without notice, cancel, terminate, suspend, or place limits on Customer’s access to the Friendli Services if FriendliAI determines that Customer or its Authorized Users: (i) have engaged in or enabled any activity prohibited by this Section 6 (Prohibitions), (ii) submitted data, content, or other materials that violate such prohibitions; (iii) is a competitor of FriendliAI or any of its Affiliates (as determined by FriendliAI in its sole discretion), or (iv) is associated with a User Account, e-mail address, or IP address has engaged in any of the foregoing activities or is associated with a competitor of FriendliAI (as determined by FriendliAI in its sole discretion).
You will pay to FriendliAI the Fees for the Friendli Services in accordance with the pricing, schedule, and terms presented by FriendliAI when you register for the Friendli Services. FriendliAI may create new fees or change the prices for Friendli Services at any time by sending notice to you. If you do not agree to the new fees or price changes, you must cancel and cease use of the Friendli Services.
Payments due to FriendliAI under these Terms must be made in U.S. dollars and will be enabled by a third-party payment processor to which you provide your credit card information or a different payment method set forth by FriendliAI. All payments are non-refundable and you will not have any right to set off or discount or otherwise reduce or refuse to pay any amounts due under these Terms. If you fail to make any payment when due: (i) late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law and (ii) FriendliAI may, in its sole discretion, suspend all Friendli Services until all payments are made in full. You will reimburse FriendliAI for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest. Payment processing is provided by FriendliAI’s third party partners and payments are not refundable or reversible. You are solely responsible for providing accurate information to such third-party service providers, and FriendliAI has no responsibility for verifying, confirming, or otherwise monitoring the information you provide to such third-party service providers. You understand and agree to assume full responsibility for all of the risks of accessing and using the payment processing services.
FRIENDLI SERVICES MAY INVOLVE AUTOMATIC PAYMENT FOR RENEWAL PERIODS. YOU AUTHORIZE FRIENDLIAI AND ITS PAYMENT PROCESSORS TO CHARGE YOUR AUTHORIZED PAYMENT METHOD UPON EACH APPLICABLE RENEWAL PERIOD WITHOUT REQUIRING YOUR PRIOR APPROVAL OR PROVIDING NOTICE (UNLESS REQUIRED BY APPLICABLE LAW). YOU MUST PROVIDE NOTICE OF NON-RENEWAL PURSUANT TO SECTION 13(B) TO TERMINATE THE FRIENDLI SERVICE AND NOT PAY FOR FUTURE RENEWAL PERIODS.
You are responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by you to FriendliAI hereunder, other than any taxes imposed on FriendliAI’s income. Without limiting the foregoing, in the event that you are required to deduct or withhold any taxes from the amounts payable to FriendliAI hereunder, you will pay an additional amount, so that FriendliAI receives the amounts due to it hereunder in full, as if there were no withholding or deduction.
As between FriendliAI and Customer, Customer owns the Customer Materials. Customer understands and agrees that due to the nature of artificial intelligence and machine learning technology, Customer Outputs and other computational results may not be unique across Customers and AI Models may generate the same or similar results across Customers. Customer hereby grants to FriendliAI and its Affiliates a non-exclusive, irrevocable, worldwide, royalty-free, perpetual right and license to use, host, reproduce, publicly perform, publicly display, distribute, disclose, sell, share, modify, and make derivative works of the Customer Materials for any purpose, including without limitation for FriendliAI’s and third-parties’ products, services, and business purposes and the testing, development, maintenance and improvement of the Friendli Services and FriendliAI’s and third parties’ other products and services. Without limiting the foregoing: Customer (i) hereby consents and authorizes FriendliAI to share Customer Materials with AI Services, and (ii) understands, acknowledges and agrees that AI Services may be entitled to broadly use and disclose Customer Materials.
Subject to the limited rights expressly granted hereunder, FriendliAI reserves and will solely own the FriendliAI IP and all rights, title and interest in and to the FriendliAI IP. Customer’s rights to access a Friendli Service will be limited to those expressly set forth in these Terms, and Customer will not access or use the FriendliAI IP or any portion thereof other than as expressly set forth herein. FriendliAI reserves all rights in and to the FriendliAI IP. Customer will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices appearing on any FriendliAI IP, and Customer will reproduce such notices on all copies it makes of a Friendli Service.
From time-to-time Customer or its employees, contractors, or representatives may provide FriendliAI or its Affiliates with suggestions, comments, ratings, preferences, feedback or the like with regard to a Friendli Service and/or the AI models accessed through the Friendli Service (collectively, “Feedback”). Customer hereby grants FriendliAI and its Affiliates a perpetual, irrevocable, sublicensable, royalty-free and fully-paid up license to use, host, reproduce, publicly perform, publicly display, distribute, disclose, sell, share, modify, and make derivative works of, and otherwise exploit all Feedback for any purpose, including, without limitation, for FriendliAI’s and third-parties’ products, services, and business purposes and the testing, development, maintenance, and improvement of the Friendli Services and FriendliAI’s and third parties’ other products and services.
The Friendli Services may include open-source software, as identified in a readme file, notice file, or the applicable Documentation, which are licensed under open source or similar license terms (the “Open-Source Works”). Customer’s rights to use the Open-Source Works under such terms are not restricted in any way by these Terms. The applicable terms associated with these separate works can be found in the readme files, notice files, or in the Documentation.
FriendliAI and its Affiliates collect or generate Usage Data based on your use of the Friendli Services and reserves the right to use and disclose it for any purpose, including but not limited to for FriendliAI’s and third-parties’ products, services, businesses. You agree to the foregoing information collection, generation, use, and disclosure.
“Confidential Information” means the FriendliAI IP and any business or technical information disclosed by FriendliAI (or its Affiliates) that is marked “confidential” or “proprietary” at the time of disclosure or that a reasonable person would understand to be confidential in nature. Any Confidential Information disclosed by an Affiliate of FriendliAI is deemed to be the Confidential Information of FriendliAI.
Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of or breach of these Terms by you; (ii) is rightfully known by you at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by you without use of the Confidential Information; or (iv) you rightfully obtain from a third-party without restriction on use or disclosure (except for FriendliAI’s Confidential Information that is obtained from Authorized Users).
You will not use the Confidential Information, except as necessary to use the Friendli Service in accordance with these Terms. You will not disclose the Confidential Information to any third-party. You will use all reasonable efforts to maintain the confidentiality of all such Confidential Information in its possession or control, but in no event less than the efforts that you ordinarily use with respect to your own proprietary information of similar nature and importance. The foregoing obligations will not restrict you from disclosing Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to FriendliAI to contest such order or requirement.
Customer represents and warrants that (i) it has obtained and will obtain and continue to have all necessary rights, authority, and licenses for the access to and use of the Customer Materials as contemplated by these Terms; and (ii) access to or use of the Customer Materials in accordance with these Terms (including but not limited to by FriendliAI AI model providers) will not violate any applicable laws or regulations (including Data Protection Laws), cause a breach of any agreement or obligations between Customer and any third-party, or infringe, misappropriate, or otherwise violate any intellectual property, privacy, publicity, or other rights of a third-party.
(i) THE FRIENDLIAI IP (INCLUDING THE FRIENDLI SERVICES) ARE PROVIDED ON AN “AS IS” BASIS, AND FRIENDLIAI MAKES NO WARRANTIES, COMMITMENTS, REPRESENTATIONS, OR INDEMNITIES OF ANY KIND TO CUSTOMER, ITS AUTHORIZED USERS, OR TO ANY OTHER PARTY REGARDING THE FRIENDLIAI IP (INCLUDING THE FRIENDLI SERVICES), ANY AI MODELS ACCESSIBLE THROUGH THE FRIENDLI SERVICES, OR ANY OTHER SERVICES PROVIDED HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FRIENDLIAI HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, FRIENDLIAI HEREBY DISCLAIMS ANY WARRANTY THAT USE OF THE FRIENDLI SERVICES WILL BE ERROR-FREE, BUG-FREE, OR UNINTERRUPTED. CUSTOMER ASSUMES SOLE RESPONSIBILITY AND LIABILITY FOR RESULTS OBTAINED FROM THE USE OF THE FRIENDLI SERVICES AND FOR CONCLUSIONS DRAWN FROM SUCH USE. FRIENDLIAI SHALL HAVE NO LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGES CAUSED BY CUSTOMER MATERIALS, OTHER INFORMATION PROVIDED TO FRIENDLIAI IN CONNECTION WITH THE FRIENDLI SERVICES, ANY ACTIONS TAKEN BY FRIENDLIAI AT CUSTOMER’S DIRECTION, OR ANY AI SERVICES. THE FRIENDLI SERVICES MAY CONTAIN DEFECTS OR HARMFUL COMPONENTS. FRIENDLIAI HAS NO OBLIGATION OR RESPONSIBILITY TO PROTECT, RETAIN, OR RETURN CUSTOMER MATERIALS.
(ii) AI SERVICES ARE MADE AVAILABLE BY THIRD-PARTIES, AND FRIENDLIAI HAS NO RESPONSIBILITY FOR ANY USE THEREOF, IMPROVEMENT THERETO, OR OUTPUT THEREFROM. CUSTOMER IS SOLELY RESPONSIBLE FOR CUSTOMER’S USE OF THE AI SERVICES AND FRIENDLIAI DISCLAIMS ANY OBLIGATION, COMMITMENT, RESPONSIBILITY, AND LIABILITY WITH RESPECT TO AI SERVICES, ANY IMPROVEMENT THERETO, AND ANY OUTPUT THEREFROM. YOU ACKNOWLEDGE AND AGREE THAT ANY DECISIONS YOU MAKE OR ANY CONDUCT YOU ENGAGE IN AS A RESULT OF THE INFORMATION PROVIDED BY THE AI SERVICES OR ANY OTHER AI-ENABLED FEATURE IS AT YOUR OWN RISK. AI SERVICES MAY PROVIDE INFORMATION THAT IS AN INACCURATE OR INAPPROPRIATE RESPONSE TO YOUR SUBMISSIONS AND QUESTIONS. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF SUCH AI SERVICES, AND YOU AGREE THAT FRIENDLIAI WILL NOT BE HELD LIABLE TO YOU OR ANY THIRD PARTY FOR THE AI SERVICES PROVIDING INACCURATE OR INAPPROPRIATE INFORMATION TO YOU AND/OR ANY DECISIONS MADE IN RELIANCE ON SUCH INFORMATION. FRIENDLIAI WILL HAVE NO LIABILITY FOR THE UNAVAILABILITY OF ANY AI SERVICES, OR ANY DECISION TO DISCONTINUE, SUSPEND OR TERMINATE ANY AI SERVICES.
(iii) FRIENDLIAI AND ITS AFFILIATES SHALL NOT BE LIABLE OR RESPONSIBLE FOR (I) THE ACTS OR OMISSIONS OF THIRD-PARTY INFRASTRUCTURE VENDORS OR (II) THE FUNCTIONALITY, LEGALITY, OR AVAILABILITY OF THE PRODUCTS, SERVICES, OR TECHNOLOGIES OF THIRD-PARTY INFRASTRUCTURE VENDORS, UNLESS IT HAS BEEN FINALLY ADJUDICATED THAT THE DAMAGES OR LIABILITY ARISE DIRECTLY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF FRIENDLIAI.
Customer will defend (at the option of FriendliAI), indemnify, and hold harmless FriendliAI and its Affiliates and their officers, directors, and employees (“FriendliAI Indemnitees”) from and against damages, losses, liabilities, costs, and expenses (including attorneys’ fees) arising from or related to any third-party claim, allegation, or suit against FriendliAI Indemnitees: (i) arising from the violation, infringement, or misappropriation of Intellectual Property Rights, privacy rights, or any other rights by the Customer Materials or use or disclosure thereof that is in accordance with these Terms; (ii) that the use or disclosure of Customer Materials or any portion thereof in accordance with these Terms violates any applicable law, rule or regulation, including but not limited to any failure to comply with applicable laws or regulations (including Data Protection Laws) or failure to provide appropriate notices or receive appropriate consents necessary to provide the Customer Materials to FriendliAI and its Affiliates and for FriendliAI and its Affiliates to use and disclose the Customer Materials as contemplated herein; (iii) arising from a breach of these Terms by Customer (including its Authorized Users) or use of the Friendli Services in a manner that is not in accordance with these Terms or the Documentation, or any allegation which, if true, would be such a breach; (iv) arising from a breach of the terms governing any AI Service (by FriendliAI or Customer) caused by Customer or Customer Materials, or any allegation which if true, would be such a breach; or (v) arising from any other use of the Friendli Services by Customer.
IN NO EVENT WILL FRIENDLIAI OR ITS AFFILIATES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES OR OTHER ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE FRIENDLIAI IP, OR THE PROVISION OF THE FRIENDLI SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT FRIENDLIAI WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
IN NO EVENT WILL FRIENDLIAI’S OR ITS AFFILIATES’ TOTAL LIABILITY TO CUSTOMER, ITS AUTHORIZED USERS, OR ANY THIRD-PARTIES IN CONNECTION WITH THESE TERMS, THE FRIENDLIAI IP, OR THE PROVISION OF THE FRIENDLI SERVICES EXCEED THE FEES ACTUALLY PAID BY THE CUSTOMER TO FRIENDLIAI UNDER THESE TERMS IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, REGARDLESS OF THE NATURE OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT FRIENDLIAI WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 12 (LIMITATION OF LIABILITY) ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN FRIENDLIAI AND CUSTOMER, AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.
The “Term” of these Terms commences upon Customer’s acceptance of these Terms, will continue until terminated by either party in accordance with these Terms.
(i) Customer’s access to a Friendli Subscription Service will continue until the earlier of (1) termination of these Terms or (2) expiration of an applicable Subscription Term.
(ii) SUBSCRIPTION PERIODS FOR A FRIENDLI SUBSCRIPTION SERVICE MAY AUTOMATICALLY RENEW FOR RENEWAL PERIODS AT THE END OF THE SUBSCRIPTION PERIOD AND ANY APPLICABLE RENEWAL PERIOD, UNLESS FRIENDLIAI OR CUSTOMER PROVIDES NOTICE OF NON-RENEWAL AT LEAST THIRTY (30) DAYS PRIOR TO THE END OF THE SUBSCRIPTION PERIOD OR THEN-CURRENT RENEWAL PERIOD.
(i) FriendliAI may suspend Customer’s or any Authorized User’s right to access or use any portion or all of the Friendli Services immediately if FriendliAI suspects or determines: (1) Customer’s use of the Friendli Service (A) poses a security risk to the Friendli Services or any third party, (B) could adversely impact FriendliAI’s systems, any Friendli Service, or the systems of any other customer or AI Model provider, (C) could subject FriendliAI, its Affiliates, or any third party to liability, or (D) could be fraudulent; (2) Customer is in material breach of these Terms; (3) FriendliAI or Customer is in breach of the terms governing an AI Service as a result of Customer Materials or Customer’s acts or omissions; or (4) breach of any payment obligations under Section 7 (Fees and Payment). If FriendliAI suspends Customer’s right to access or use any portion or all of the Services, Customer will be responsible for all fees and charges incurred during the period of suspension.
(i) Each party will have the right to terminate a Friendli Service and/or these Terms if the other party materially breaches these Terms and fails to cure such breach within five (5) days after notice thereof.
(ii) FriendliAI may suspend or terminate Customer’s access to the Friendli Service at any time for convenience (i) immediately with or without notice if necessary to respond to applicable laws or the requirements of AI Service providers or (ii) if the circumstances in (i) do not apply, then upon ten (10) days’ notice.
(iii) FriendliAI may terminate these Terms immediately with or without notice to Customer if Customer has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Customer’s assets, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding.
(i) Upon expiration or termination of Customer’s access rights to a Friendli Service: (1) the rights granted to the Friendli Service immediately terminate; (2) Customer will immediately cease all use of the Friendli Service and Customer will return or destroy, at FriendliAI’s sole option, any of FriendliAI’s Confidential Information in its possession or control that relate to such Friendli Service; (3) if the Friendli Service is a Friendli Subscription Service, Fees paid for Friendli Subscription Services are non-refundable and will not be returned, except: (i) as set forth in Section 3 or (ii) in the event FriendliAI terminates these Terms or the Friendli Service for convenience, in which case we will refund any portion of Fees prepaid for such Friendli Service to the payment method we have on file, prorated based on the amount of any remaining unused pre-paid services; and (4) the following Sections will survive: 1, 2, 3, 4(e), 6, 7-12, 13(e), and 14 of these Terms.
(ii) YOU UNDERSTAND AND ACKNOWLEDGE THAT, UNLESS REQUIRED BY APPLICABLE LAW OR EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU WILL NOT BE ENTITLED TO RECEIVE ANY REFUND OR CREDIT FOR ANY CANCELLATION, SUSPENSION, OR TERMINATION OF YOUR ACCOUNT OR THE FRIENDLI SERVICES, NOR FOR ANY UNUSED TIME ON YOUR SUBSCRIPTION, ANY PRE-PAYMENTS MADE IN CONNECTION WITH YOUR SUBSCRIPTION, ANY USAGE OR FEES FOR FRIENDLI SERVICE OR PORTION THEREOF, NOR ANYTHING ELSE. REFUNDS OR CREDITS MAY BE GRANTED AT OUR SOLE OPTION AND IN OUR SOLE DISCRETION.
We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Friendli Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. Customer and FriendliAI agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that Customer and FriendliAI are each waiving the right to a trial by jury or to participate in a class action. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. This arbitration provision shall survive termination of these Terms.
As limited exceptions to Section 14(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. If Customer is an individual and not a business entity, Customer has the right to opt out of the requirement of binding arbitration within 30 days of the date Customer first accepted these Terms by emailing legal@friendli.ai. To be effective, the opt-out notice must include Customer’s name, mailing address, and email address. The notice must also clearly indicate Customer’s intent to opt out of binding arbitration in order to be valid.
The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
If an in-person hearing is required, the hearing will take place in San Francisco, CA, unless the Customer is an individual and the arbitrator determines that this would pose a hardship for Customer, in which case the location for any in-person hearing will be determined by the applicable AAA Rules.
If Customer is an individual, payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law. If Customer is a business or other legal entity, payment of all filing, administration and arbitrator fees will be governed by the AAA Rules.
Except as provided in Section 14(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
CUSTOMER AND FRIENDLIAI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
Notwithstanding the provisions of Section 3(a) (Changes to Terms) above, if FriendliAI changes any of the terms of this Section 14 (Dispute Resolution) after the date you most recently accepted these Terms, you may reject any such change by sending us written notice (including by email to legal@friendli.ai) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of FriendliAI’s notice to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and FriendliAI in accordance with the terms of this Section 14 (Dispute Resolution) as of the date you most recently accepted these Terms.
With the exception of any of the provisions in Section 14(g) of these Terms (Class Action Waiver), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
These Terms (including Friendli Data Processing Agreement and all exhibits herein) constitute the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter.
All notices required or permitted under these Terms will be to the other party’s e-mail address. The e-mail Customer submits during the registration process will be Customer’s notice e-mail, and FriendliAI’s notice e-mail will be legal@friendli.ai for notices oriented to breach, termination, non-renewal, indemnification, and/or any disputes and support@friendli.ai for any other notices. The date of receipt will be deemed the date on which such notice is transmitted. Either party may change its addresses for notices under these Terms by giving notice to the other party by the means specified in this Section.
Either party’s failure to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of these Terms will be effective unless it is in writing and signed by the party granting the waiver.
If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the parties, and the remaining provisions of these Terms will remain in full force and effect.
These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 14 (Dispute Resolution) the exclusive jurisdiction for all Disputes (defined below) that you and FriendliAI are not required to arbitrate will be the state and federal courts located in San Francisco County, and you and FriendliAI each waive any objection to jurisdiction and venue in such courts.
You may not assign or transfer these Terms, by operation of law or otherwise, without FriendliAI’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. FriendliAI may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Each party agrees that a breach or threatened breach by such party of any of its obligations under Section 6 (Prohibitions) and Section 9 (Confidentiality) would cause the other party irreparable harm and significant damages for which there may be no adequate remedy under law and that, in the event of such breach or threatened breach, the other party will have the right to seek immediate equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
Neither party will be responsible for any failure or delay in the performance of its obligations under these Terms (except for any payment obligations) due to causes beyond its reasonable control, which may include, without limitation, pandemics, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, communications failure or degradation, material changes in law, war, terrorism, riot, or acts of God or governmental action.
FriendliAI may use subcontractors in connection with the performance of its own obligations hereunder as it deems appropriate.
Customer will comply with all applicable federal laws, regulations and rules that prohibit or restrict the export or re-export of the Friendli Services and any Customer Materials, outside the United States (“Export Rules”), and will complete all undertakings required by Export Rules, including obtaining any necessary export license or other governmental approval.
The relationship between the parties is that of independent contractors. Nothing in these Terms shall be construed to establish any partnership, joint venture, or agency relationship between the parties. Neither party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other party’s prior written consent.
No provision of these Terms is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties and their respective successors and assigns.
(a) “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with FriendliAI, now or anytime in the future, and “control” means having ownership of more than fifty percent (50%) of the equity securities entitled to vote for the election of directors (or, in the case of an entity that is not a corporation, for the election of the corresponding managing authority).
(b) “AI Model” means any tool or system that uses data-driven learning to perform tasks and/or improve its performance, which includes artificial intelligence and machine learning algorithms, models, and systems.
(c) “Authorized User” means an employee or contractor of Customer that Customer has authorized to use the Friendli Services.
(d) “Customer Data” means all information, data, content, documents, files, prompts, and other materials, that are submitted, posted, transmitted or otherwise provided by Customer through the Friendli Services.
(e) “Customer Materials” means the Customer Data and Customer Outputs.
(f) “Customer Outputs” means any and all outputs generated in response to Customer Data.
(g) “Data Processing Agreement” means the data processing agreement set forth at https://wba.chat/dpa.
(h) “Documentation” means the then-current standard user documentation for the applicable Friendli Service that FriendliAI makes available at https://wba.chat/docs, as such materials are updated by FriendliAI from time to time.
(i) “Fees” means the fees for the Friendli Services, as presented when Customer registers or subscribes to the Friendli Services.
(j) “FriendliAI IP” means the Friendli Services, FriendliAI’s Confidential Information, Documentation, the software and technology used to provide the Friendli Services, all improvements, modifications or enhancements to, or derivative works of, any of the foregoing, and all Intellectual Property Rights in and to any of the foregoing.
(k) “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, trademarks, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.
(l) “Person” means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity.
(m) “Renewal Period” means a renewal period for a Friendli Subscription Service that is of same duration as the Subscription Period.
(n) “Subscription Period” means the initial duration of authorized access to a Friendli Subscription Service that is presented during the Product Purchase Process for such Friendli Subscription Service.
(o) “Subscription Term” means the Subscription Period and any applicable Renewal Periods.
(p) “Third-Party Infrastructure Vendors” means hosting service providers and AI accelerator technology providers (including but not limited to GPU vendors).
(q) “Usage Data” means: (A) logging or statistical data (including performance and accuracy data) obtained or generated during the Customer’s use of the Friendli Service, the (virtual) machine on which the Friendli Service is used, GPU type, virtual machine type, start time, end time, etc.), meta-information of the model (number of layers, number of attentional heads, head size, vocabulary size, maximum length, etc.), the timestamps of each inference request received, the timestamps of responses sent for each inference request, meta information for the inference requests (input token counts, negative input token counts, decoding options, denoising options, etc.), meta information for the responses (output token counts, output image size, etc.), and crash dump and (B) any other data or other information that is collected or derived from Customer’s and/or its Authorized Users’ use of the Friendli Services, including, without limitation, any usage data or trends with respect to the Friendli Services.
Customer agrees that it will not access or use, or process data or other materials through, the Friendli Services in any manner, or provide products or services enabled by the Friendli Services, that:
Facilitates or results in any action or use, or generates any content, that infringes, misappropriates, or otherwise violates any third-party rights, including but not limited to the outputs or results of Customer’s products or services and the training process for Customer’s products or services.
promotes, solicits or generates, inappropriate, harassing, abusive, profane, hateful, defamatory, libelous, threatening, violent, obscene, indecent, vulgar, fraudulent, or otherwise objectionable or unlawful content or activities.
Violates law, regulations, or others’ rights, or promotes, generates, contributes to, encourages, plans, incites, or furthers illegal or unlawful activity or content.
Engages in, promote, incite, or facilitate the harassment, abuse, threatening, or bullying of individuals or groups of individuals.
constitutes or promotes child sexual exploitation or abuse or which constitutes unlawful pornography
Sends unsolicited bulk e-mail, junk mail, spam or chain letters.
Collects, processes, discloses, generates, or infers health, demographic, or other personal or private information about individuals without rights and consents required by applicable laws.
Transmits false or misleading identifying information, including "spoofing" or "phishing";
Results in the unauthorized or unlicensed practice of any profession including, but not limited to, financial, legal, medical/health, or related professional practices.
Promotes, incites, facilitates, or assists in the planning or development of activities that present a risk of death or bodily harm to individuals or property or environmental damage, including the following:
Violates the security, integrity, or availability of any user, network, computer or communications system, software application, or network or computing device;
Performs or discloses any performance or vulnerability testing, network discovery, port and service identification, vulnerability scanning, password cracking or remote access testing.
Distributes any form of virus or other harmful or malicious code.