Terms of Service

You must be at least 18 and able to form a binding contract. If you accept these Terms for an organization, you confirm that you can bind it, and “you” then means that organization.

You must not use the Service if you are in, or ordinarily resident in, a country or region that is subject to comprehensive U.S. sanctions, or if you are on a U.S. government restricted-party list. Access is by invitation while the Service is in private beta, and we may decline or withdraw an invitation at any time.

Canopy X is a marketplace for AI inference. When a Buyer sends a request, we ask eligible Providers for a quote, compare the quotes under the Buyer’s routing preferences, award the request to one Provider, and pass the request to that Provider to serve. We record usage, charge the Buyer and pay the Provider.

Providers are independent businesses. They run the models and produce the outputs. We do not develop or train the models offered through the Service. We do not promise that any model, Provider or price will be available at any time. When no eligible Provider can serve a request, we may serve it through a third-party inference service for the same model and charge you that service’s price for it, or the request may fail.

Give us accurate account information and keep it up to date. You are responsible for everything done through your account, your workspaces and your API keys, including by people you invite. We bill every request made with a valid API key to its workspace, whether or not you authorized that request.

Keep your keys and credentials secret. Do not put API keys in client-side code. Revoke a key as soon as you think someone else has it, and tell us about any unauthorized use. We may revoke, disable or rotate keys to protect you, other users or the Service.

You must not use the Service, or help anyone else use it, to:

• break any law, or infringe or misappropriate anyone’s rights;
• create, request or distribute child sexual abuse material;
• harass, defraud, impersonate or deceive people, or run spam, phishing or malware campaigns;
• develop weapons capable of mass casualties, or attack or disrupt any system or network;
• make automated decisions with legal or similarly significant effects on people without appropriate human review;
• break the license or usage policy of a model you use or serve through the Service;
• probe, scan, overload or get around the security, rate limits, spending caps or auction rules of the Service, or reverse engineer it except where the law allows;
• manipulate the auction, for example by colluding on quotes, placing quotes you do not intend to honor, or sending requests to your own offerings to influence rankings or earnings;
• resell or share access to the Service except as these Terms allow.

We collect the account, contact, billing and payout details you give us, and records of how you use the Service. For each inference request we keep metadata: the model, Provider, token counts, prices, timings, sizes and status. We use keyed fingerprints of prompt prefixes to route cached requests.

We do not store the content of prompts or responses, and we do not use them to train models. Our servers handle that content only in transit, to pass it between the Buyer and the selected Provider. Quote requests that Providers receive describe the size and shape of a request, not its content. Only the Provider that wins a request, or the third-party service described in Section 2, receives the request itself.

We use the data we hold to run, secure, bill and improve the Service, to measure Provider reliability and speed, to prevent fraud and abuse, and to meet legal duties. We share it only with the service providers we use to run Canopy X (for example payment, hosting and monitoring services), with the Provider that serves a request, as the law requires, or with a buyer of our business. We do not sell personal data.

Quotes, routing decisions, pricing strategies, load reports and non-public parts of the Service are confidential. Providers’ quotes are never shown to competing Providers. Each party must protect the other’s confidential information with reasonable care and use it only to use or provide the Service. This does not apply to information that is public through no fault of the receiving party, that the receiving party already knew or developed independently, or that the law requires it to disclose.

We own the Service and everything we create for it. Subject to these Terms, we give you a limited, non-exclusive, non-transferable right to use the Service. Software we publish under an open-source license, such as the Provider SDK, is also subject to that license, and the license controls for that software.

If you send us ideas or feedback, we may use them without restriction or payment.

The Service is changing quickly. We may add, change or remove features at any time.

We may update these Terms. The date at the top of this page shows when they last changed. We will give you at least 30 days’ notice of a material change, by email or in the app, before it takes effect, unless the change is required by law or to stop abuse. Changes do not apply to requests already awarded. If you do not agree to a change, stop using the Service before it takes effect. Continuing to use the Service after a change takes effect means you accept it.

You may stop using the Service and close your account at any time. We may suspend or end your account, or any API key, workspace, offering or quoter, at any time and for any reason, with or without notice. We may also end the Service at any time. Section 16 sets out when we refund unused credits, and the Provider Terms set out when we pay Provider earnings.

Sections 6 and 10 to 13, and any amounts owed, survive the end of these Terms.

The Service is provided “as is” and “as available”. To the extent the law allows, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, title and non-infringement. We do not promise that the Service will be uninterrupted, timely, secure or error-free.

Outputs are generated by AI models run by Providers. They can be wrong, incomplete, offensive or similar to outputs given to others. You are responsible for evaluating outputs before you rely on them, especially for medical, legal, financial, employment, safety-critical or other high-risk uses. Outputs are not professional advice. We check Providers’ declarations where we can, but we do not guarantee that every Provider complies with them.

To the extent the law allows, neither party is liable to the other for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill, even if told they were possible.

To the extent the law allows, our total liability to you for all claims about the Service or these Terms is limited to the greater of (a) the amounts you paid us in the 12 months before the event that gave rise to the claim, and (b) US$100. Earnings we pay to Providers do not count towards these amounts.

These limits do not apply to fraud, to death or personal injury caused by negligence, to a party’s indemnity obligations, or to amounts either party owes the other, such as charges for the Service or earnings due to a Provider, or where the law does not allow them.

You will defend and indemnify Canopy X, its affiliates and their personnel against third-party claims, and the losses and reasonable costs that follow, arising from your content, your use of the Service, your products and end users, or your breach of these Terms or the law. We will tell you promptly about any claim and cooperate at your cost. You control the defense, unless we choose to take it over at our own cost with counsel of our choice. You may not settle a claim in a way that admits fault for us or binds us without our consent.

Governing law. The laws of the State of Delaware, USA govern these Terms, without regard to conflict-of-law rules. The Federal Arbitration Act governs this Section’s agreement to arbitrate.

Talk to us first. Before starting a claim, send us a written notice describing it and the remedy you want, and try in good faith for 30 days to resolve it with us. We will do the same before starting a claim against you.

Binding individual arbitration. Any dispute arising out of or relating to these Terms or the Service will be resolved by binding arbitration before a single arbitrator, not in court. The American Arbitration Association administers it under its Consumer Arbitration Rules if you use the Service for personal purposes, and under its Commercial Arbitration Rules otherwise. Hearings may take place by video. For claims under US$10,000, you may choose to have the claim decided on the documents alone.

No class actions or jury trials. You and we may bring claims only in an individual capacity, and not as a plaintiff or class member in any class, collective or representative proceeding. The arbitrator may not combine claims of more than one person. You and we each waive any right to a jury trial.

Exceptions. Either party may bring an individual claim in small claims court, and may ask a court for an injunction to stop infringement or misuse of its intellectual property, confidential information or the Service.

Opting out. You may opt out of arbitration by emailing legal@canopyx.ai within 30 days of first accepting these Terms, with your name, your account email and a statement that you opt out. If you opt out, or if a claim cannot be arbitrated or the class action waiver cannot be enforced for it, that claim must be brought only in the state or federal courts in Delaware, and each party submits to their jurisdiction.

• Consumer rights. If you use the Service for personal purposes, nothing in these Terms limits any rights you have under the law of the place you live that cannot be waived by contract.
• Notices. We send notices to the email address on your account or show them in the app. Send notices to us at legal@canopyx.ai.
• Independent parties. Canopy X, Buyers and Providers are independent. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship.
• Assignment. You may not transfer these Terms without our written consent. We may transfer them to an affiliate or to a buyer of our business.
• Events outside our control. Neither party is liable for a delay or failure caused by events beyond its reasonable control, other than a failure to pay.
• Export and sanctions. You must comply with all export control and sanctions laws that apply to your use of the Service.
• Whole agreement. These Terms, and any signed agreement or order with us, are the whole agreement about their subject. If a part is unenforceable, the rest still applies. Not enforcing a right is not a waiver of it.

You pay for inference with prepaid credits in U.S. dollars, bought through our payment processor. We charge a service fee and any applicable tax on top of the credit value at purchase, and show both before you pay. A workspace is funded only when its payment is confirmed.

Credits are a prepayment for the Service. They are not money, earn no interest, have no cash value except as stated in Section 16, and cannot be transferred or sold. We may expire purchased credits 365 days after purchase. Promotional credits may expire sooner, and are never refundable.

Each request is priced by auction. The prices of the quote we award are locked for that request. We place a hold on your credits for the request’s maximum cost, then charge you for the input, cached input and output tokens actually served at the awarded prices, and release the rest of the hold. Cache terms awarded with a request set the price of its follow-up requests within the cache window, as described in the documentation.

If a request fails before the Provider finishes its response, we do not charge you for it. Requests stop when your workspace runs out of credits, reaches a spending cap or is on a billing hold. Spending caps are a tool to help you control costs. You remain responsible for all charges made within them.

We may change our service fee or other rates with notice. A change applies only to credit purchases and requests made after it takes effect.

You may ask for a refund of unused purchased credits within 24 hours of buying them. After that, credits are not refundable, except where the law gives you a longer right to a refund. Service fees and promotional credits are never refundable. We refund to the original payment method, and we may refuse a refund where we reasonably suspect fraud or abuse.

If your account is closed, by you or by us, or if we end the Service, we refund your unused purchased credits within 30 days. We do not refund them if we closed your account because you breached these Terms.

If you dispute a payment with your bank or card issuer, we may suspend inference for the workspace until the dispute is resolved. Contact us first, so we can try to fix the problem.

As between you and us, you own your inputs and, to the extent the law and the model’s license allow, the outputs you receive. You give us, and the Provider that serves each request, a limited right to process your inputs and outputs only to serve that request, including any cache terms awarded with it. You confirm that you have the rights and permissions needed to send your inputs, including any notices and consents required for personal data in them.

Providers declare how each offering handles request data: whether content is stored, for how long, whether it is used for training, and the country it is served from. We require Providers to honor these declarations under the Provider Terms. Use presets to require the data handling, prices, precisions and other properties you need. We send a request only to offerings whose declarations meet your preset. If no offering meets it, the request fails. Third-party inference services described in Section 2 are not used for requests whose preset sets data-handling requirements.

Open-weight models come with their own licenses and acceptable use policies. You must follow them for every model you use.

You may use the Service inside your own products. If you do, you are responsible for your end users and their use of the Service, and your terms with them must protect us at least as much as these Terms do.