Terms of service

This is an old version of the document, which expired on December 20, 2024. The current version is available at: https://docs.tokenfactory.nebius.com/legal/terms-of-service.

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1. PREAMBLE

Welcome to Nebius AI Studio! Our platform provides service that allow its Customers to use artificial intelligence models for text or code generation purposes alongside with a range of complementary services (hereinafter – the “Service”). These Terms of Service is a legally binding agreement (hereinafter - the “Agreement” or the “Terms”) is entered into by and between Nebius B.V., a Dutch limited liability company with registered address at Gustav Mahlerlaan 300, Amsterdam, 1082ME (the “Company”, also referred as ‘We”, “Us” or “Our”), and any person who accesses and uses our Platform or our Service (“You” or the “Customer”). These Terms apply to any use and/or access to our Service by You. By using or accessing our Service, you agree to comply with and be bound by these Terms. If you do not agree with these Terms, you are not permitted to use or access the Service.

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2. DEFINITIONS

“Account” means a unique record created for Customer that provides access to the Service and describes the financial relationship between the Company and the Customer. It maintains unified records of the Service used, containing billing information, including payments made by the Customer and amounts payable under these Terms. “Applicable Data Protection Laws” means all laws, regulations, rules and guidance related to privacy, data protection and the processing of personal data in general, which apply to the offering and providing the Service. “API” a set of protocols and tools that enables customers to send Input to Model and receive Output. “API Keys” unique identifiers provided by the Company to the Customer to authenticate and authorize their access to the API. “Customer” means any natural person or legal entity that purchases and pays for the Service. “Customer’s Product” means any product, service, application, or system developed, managed, or distributed by the Customer that utilizes or integrates with Our Service. “End User” means any individual allowed by Customer to access and use the Service, subject to compliance with the Terms. “EU AI Act” means “Regulation of the European Parliament and of the Council laying down harmonised rules on artificial intelligence (Artificial Intelligence Act) and amending certain Union legislative acts” COM/2021/206. “EULA” means a license agreement, an acceptable use policy and any other similar document published by a Model’s provider and governing the use of the Model. “Input” means any data, text, query, or other information that you submit through the Service for using the Models. “Model” means a computational algorithm designed to perform tasks by learning patterns from data, used for prediction, classification, or decision-making. This term encompasses both third-party Models, which are developed and maintained by external organizations (hereinafter – the “Third-Party Models”), and Models, which are developed, trained, and maintained internally by the Company (hereinafter – “Nebius Models”). “Personal Data” means any information relating to an (directly or indirectly) identified or identifiable individual, as defined by Applicable Data Protection Laws. “Platform” means software and hardware platform that provides means to use the Service that is available via: https://studio.nebius.ai “Output” means any data, text, results, or other information generated by the Models in response to the Input provided by the Customer through the Service.

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3. SCOPE OF THE SERVICE

a. Our Service provides Customer with the inference from available Models via web interface, software development kits or API. Customers can set an Input and a set of parameters, which may depend on the Model. In response, the Customer receives an Output. b. Requests can be made through the following methods: i. API. Each request must include the Customer’s unique API Key to ensure proper authentication and authorization. ii. Software development kits are sets of tools and libraries that help implement Our API in various programming environments (hereinafter – the ‘SDKs’). iii. Web interface provides a user interface for Customers to interact with Our Service directly. Customers can input data and parameters directly through the web interface and receive immediate responses. c. Customers acknowledge and agree that, by using Our Service, they are interacting with an AI system as defined by the EU AI Act. Customers are obliged to inform End Users of this clause prior to their use of the Service.

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4. API AND SDK USAGE

a. The Company grants the Customer a worldwide, revocable, non-exclusive, non-sublicensable, and non-transferable right to use the API and SDKs for the term of the Agreement. This right is granted for the purpose of incorporating the API and SDK into the Customer’s Product in order to make the Service available via the Customer’s Product. b. The right to use API and SDKs includes the right to allow End Users to use the Service through Customer’s Product. c. The Customer is responsible for informing its End Users about these Terms when using the Service through Customer’s Product.

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5. CUSTOMER RESPONSIBILITIES

a. Account creation: to access and use the Service provided on the Platform, You must create an Account using your e-mail address and complete the form available on the Platform. It is essential that You provide accurate, complete, and current information during the registration process. You are also responsible for ensuring that the information in Your Account remains up to date. If any changes occur, You must promptly update your Account information to maintain its accuracy and integrity. b. To use Our API or SDK, you will need an API key. You are responsible for maintaining the security of Your API key and for any activity that occurs while using Your API key. c. Age limitation: to create an Account and use the Service, You must be at least 18 years old. By registering an Account, You confirm that you meet this age requirement. d. If the Customer is a legal entity, the person executing these Terms confirms that they have the right, power, and authority to execute documents and contractually bind the entity. e. Rate Limits. We may enforce rate limits on API requests to ensure fair usage of the Service. You agree not to exceed these rate limits. f. Restrictions. The Customer will not: i. Use our Service for any illegal, unlawful, prohibited purposes, or to harm third parties or the Company. ii. Use or access the Service to develop a product or service that competes with the Service or engage in competitive analysis or benchmarking. iii. Reverse engineer, decompile, disassemble, modify, or create derivative works from the source code underlying the Service. iv. Use the Service as a high-risk AI system or in prohibited AI practices as defined in the EU AI Act. v. Transfer, distribute, resell, lease, license, or assign the Service, or offer the Service on a standalone basis. vi. Make API requests that exceed the specified limits on number and frequency, impose an unreasonable or disproportionately heavy load on the API or Service, or negatively impact the ability of others to access or use the API or Service. vii. Attempt to probe, scan, or test the vulnerability of the Service, breach security or authentication measures without proper authorization, or intentionally render any part of the Service unusable. viii. Infringe the rights of third parties, including but not limited to intellectual property rights or privacy. ix. Use the Service in violation of applicable laws or outside the scope expressly permitted by these Terms. g. Customer Obligations. Customer using our Platform and/or our Service should: i. Adhere to all applicable local, national, and international laws and regulations. ii. Maintain the confidentiality of Account credentials and notify Us of any unauthorized use. iii. Use the Service as intended and in accordance with the Terms and ensure that all End Users also comply with these Terms. iv. Pay for the Service on terms agreed upon. Ensure timely payment to maintain uninterrupted access to the Service.

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6. SERVICE FEES AND PAYMENT PROCEDURE

a. Our pricing varies based on the Models used. The specific fees for each Model can be found in the description of each Model on Our Platform. The Company reserves the right to modify fees at its discretion. While the Company may provide notifications regarding price changes, it is the Customer’s responsibility to review and verify the current fees on the Platform. b. The Service is provided on a pre-paid basis. Customer is required to deposit funds into their Account by performing a bank card transaction. For each deposit, You will need to enter your bank card details and the desired deposit amount. The deposit must be used within one year after it is made, as it will expire afterward. c. Each Party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges that are imposed upon or with respect to the transactions and payments under these Terms. All fees payable by the Customer are exclusive of Taxes, except where applicable law requires otherwise. d. Before the first deposit, We will request and determine your country of residence, whether you are a natural person or a legal entity, and your tax identification number (if applicable). This information is necessary to ensure compliance with tax regulations and to apply the appropriate pricing and applicable taxes. An invoice will be issued immediately upon successful charging of Your bank card. The invoice will detail the deposit amount, taxes (if applicable), and the total charged amount. Taxes are applied on top of the deposited and service fees amount. e. The Customer will be liable to pay or reimburse Nebius for any taxes, interest, penalties, or fines arising out of any misdeclaration or misinformation provided by the Customer to Nebius.

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7. DATA USAGE AND STORAGE

a. By using the Services, You grant Us a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify Your Inputs and Outputs in order to operate and provide the Service, including but not limited to enabling user logs observability feature (ability to review and work with End User and Model interaction logs). These rights and licenses are royalty free, transferable, sub-licensable, and worldwide. Your Inputs and Outputs will be deleted from Your Account upon Your request or within one year after Your last login through Your Account. The Company reserves the right, and has absolute discretion, to remove, screen, or delete any of Your Inputs and Outputs at any time, for any reason, and without notice. b. In addition to the specific uses described above, the Company may use any Inputs and Outputs when unlinked from specific Accounts to promote and improve the Service (including training and fine-tuning Nebius Models).

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8. PERSONAL DATA

a. Privacy Policy. We may process Your Personal Data which You provide when signing up, creating an Account and logging into the Account, subject to the terms set in the Privacy Policy available at https://docs.nebius.com/legal/studio/privacy, as data controller according to the Applicable Data Protection Laws, in order to conclude, manage, administer, execute and implement these Terms. b. You are responsible for any required notices, consents and/or authorizations related to the provision of, and Company’s processing of any Personal Data as part of the Service provided by the Company, as well as of any use by the Customer or their End Users of the Service in a manner that is inconsistent with the Terms.  For more information on how we process Personal Data when acting as controller of personal data, please refer to Privacy Policy available at https://docs.nebius.com/legal/studio/privacy. c. The Platform is not intended for the storage of Personal Data of any kind. Any use of the Platform for such purposes is strictly prohibited, and the Customer shall be solely responsible for compliance with all relevant data protection laws and regulations. Nebius shall not be liable for any damages, losses, or legal consequences arising from the Customer’s or End User’s failure to comply with this prohibition.

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9. SUSPENSION OR TERMINATION OF THE ACCESS

a. You may terminate your access to the Service by sending 10-day prior written notice by email to Our support support@nebius.com. Upon the termination date, all your access to your Account and our Service will cease and You will remain responsible for all fees and charges You have incurred through the termination date. Upon any such termination You will not be entitled to a refund of any pre-paid Fees. b. We may suspend or terminate your access to the Service, if You violate these Terms, fail to pay fees, or if required by law. We will provide notice of suspension or termination when possible. c. We may terminate your access without cause by providing a prior written notice to You. In this case, We will refund any unconsumed prepaid fees.

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10. INTELLECTUAL PROPERTY

a. The Company holds exclusive ownership of all rights, titles, and interests (including intellectual property rights) in and to the Platform, the Service and any of their elements, except third parties’ Models. b. You hold exclusive ownership of all rights, titles, and interests (including intellectual property rights) to Your Inputs. c. We do not claim any rights to Inputs and Outputs, except as described in Section 7. d. If Customer or End User provides the Company with any suggestions, enhancement requests, recommendations or other feedback regarding the Service, the Company shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable, assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Service or otherwise use them. The Company also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by suggestions, enhancement requests, recommendations or other feedback regarding the Service that the Company receives from Customer and End Users.

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11. MODELS

a. The Service provides Customers with the ability to interface with Models. We do not guarantee the accuracy, reliability, validity or appropriateness of the Outputs generated by these Models. b. Customers acknowledge and agree that the use of the Output is at their own risk and discretion. c. Each Model We provide is subject to its own EULA, and it is your responsibility to comply with those EULAs available at https://docs.nebius.ai/studio/inference/models/, which are hereby incorporated by reference into this Agreement.

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12. THIRD-PARTY SERVICES

In addition to Models, the Service may contain third party components and services, including links to other web sites (“Third-Party Services”). Such Third-Party Services are offered by third parties with separate legal notices or governed by other agreements. The Company is not responsible and cannot be held liable for the availability (or lack of availability) of Third-Party Services. If the Customer chooses to interact with the Third-Party Services made available through the Service, such third-party’s terms will govern their relationship with the Customer and the Customer will be responsible for its compliance with such third party’s terms. The Company is not responsible or liable for Third-Party Services or for such third parties’ terms or actions.

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13. DISCLAIMER

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, THE OUTPUTS AND ANY CONTENT, MATERIALS PROVIDED BY US OR OUR SUPPLIERS ARE OFFERED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OR GUARANTEES OF ANY KIND. WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICE AND OUTPUTS, INCLUDING BUT NOT LIMITED TO THE QUALITY, SUITABILITY, ACCURACY, OR COMPLETENESS OF ANY CONTENT, INFORMATION, PRODUCT, OR SERVICE PROVIDED THROUGH THE SERVICE. ALL REPRESENTATIONS AND WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED. WE OR OUR SUPPLIERS DO NOT WARRANT THAT THE SERVICE AND OUTPUTS ARE ERROR-FREE, FREE OF VIRUSES, OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED. WE OR OUR SUPPLIERS DO NOT GUARANTEE THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY PART OF THE SERVICE. WE OR OUR SUPPLIERS ALSO DO NOT ENSURE THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR OPERATE AT ANY PARTICULAR SPEED. WE MAY SUSPEND, WITHDRAW, DISCONTINUE, OR CHANGE ALL OR ANY PART OF THE SERVICE WITHOUT NOTICE.

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14. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS AFFILIATES AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE OUR PLATFORM OR THE SERVICE OR THE OUTPUTS. THIS INCLUDES, WITHOUT LIMITATION, ANY LOSS OF REVENUE, PROFITS, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF WE OR OUR AFFILIATES OR SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  NOTWITHSTANDING ANY OTHER PROVISIONS IN THESE TERMS, OUR OR ANY OF OUR AFFILIATES OR SUPPLIERS TOTAL LIABILITY, FOR ANY LOSS OR DAMAGE YOU SUFFER IN CONNECTION WITH YOUR USE OF THE SERVICE AND THESE TERMS, WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICE THAT RESULTED IN SUCH LIABILITY DURING THE TWELVE MONTHS PRIOR TO THE INITIAL INCIDENT GIVING RISE TO THE LIABILITY. IF NO FEES HAVE BEEN PAID, OUR LIABILITY AND OUR SUPPLIERS’ LIABILITY TO YOU IS LIMITED TO $500.

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15. INDEMNIFICATION

a. YOU WILL DEFEND, HOLD HARMLESS AND INDEMNIFY US, OUR EMPLOYEES, AFFILIATES, AGENTS, SUPPLIERS, PARTNERS, LICENSORS AND EACH OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS FROM ANY AND ALL LOSSES ARISING OUT OR RELATING TO ANY THIRD PARTY CLAIMS (INCLUDING THIRD-PARTY MODEL PROVIDERS) CONCERNING: YOUR USE OF THE SERVICE, AND/OR THIRD-PARTY MODEL; ANY CONTENT YOU UPLOAD TO THE SERVICE; YOUR CONDUCT IN CONNECTION WITH THE SERVICE; YOUR BREACH OF THIS AGREEMENT; YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF ANY THIRD PARTY IN CONNECTION WITH THE SERVICE.

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16. GOVERNING LAW

These Terms and any attached or linked documents shall be governed and construed in accordance with the laws of the Netherlands. All disputes arising out of or in connection with these Terms shall be solely submitted to the courts of Amsterdam.

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17. CHANGES

a. The Company reserves the right to modify, amend, or update these Terms at any time. Any changes will be effective immediately upon posting on our Platform or through the Service. b. We will provide notice of any significant changes to these Terms. Notice may be provided via email, through the Service, or by posting a notice on our Platform. It is your responsibility to review the Terms periodically for any updates or changes.

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18. MISCELLANIOUS

a. No agency. These Terms do not create any agency, partnership relations, joint activity relations, employment, or any other relations between the Customer and the Company that are not expressly stipulated in the Agreement. b. Severability. If any term (or part of term) of the Terms and/or any document referred to in the Terms is invalid, void, illegal, and unenforceable, the rest of the Terms and any document referred to in the Terms will remain in effect. c No waiver. Neither Party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Terms and/or any document referred to in the Terms. d. Assignment. The Customer may not assign any part of the Terms or the documents referred to in the Terms without prior written consent of the Company. The Company reserves the right to assign, transfer, or delegate any of its rights, duties, or obligations under these Terms to another company or entity, provided that the Company notifies the Customer of such assignment in writing at least ten (10) calendar days in advance. The Customer acknowledges and agrees that such assignment shall not relieve the Company of its obligations under these Terms, and the assigned entity shall assume all rights, duties, and obligations of Nebius herein. e. Anticorruption clause. The Parties adhere to the applicable anticorruption laws. The Parties hereby acknowledge and confirm that they have adopted a policy of zero tolerance to bribery and corruption, involving a total ban on any corrupt practices and on any facilitation payments. The Parties, their affiliates, employees, as well as intermediaries and representatives directly or indirectly involved in performance of the Parties’ obligations (including agents, commission agents, customs brokers and other third parties), shall not accept, pay, offer to pay, allow or authorize the payment/acceptance of any funds or transfer of any benefits (including intangible benefits), directly or indirectly, to/from any persons for the purpose of influencing any actions or decisions with the intention of obtaining any improper advantage, including bypassing any legally prescribed procedure or pursuing other illegal purposes. This clause constitutes the Parties’ representations. Either Party may unilaterally withdraw from the Agreement if the other violates the obligations stipulated by this clause. If a Party suspects that any provisions of this clause have been or might be violated, the Party concerned undertakes to immediately notify the other of its suspicions in writing. f. Sanctions. The Customer and their End Users shall comply with all applicable export, trade, economic and financial laws and regulations, including those administered and enforced by the United States, European Union (“EU”) and relevant Member States, the United Kingdom, the United Nations Security Council or any other government bodies with jurisdiction over the Customer’s activities (collectively “Sanctions”). Customer declares that neither Customer nor its subsidiaries, nor their respective directors, officers, employees, or affiliates is identified on any applicable government list of restricted or prohibited parties, nor is owned or, where relevant under applicable Sanctions, controlled by the same (“Sanctions Targets”). The Сustomer will not, directly or indirectly, engage in any unauthorized business or dealings with any Sanctions Targets or otherwise engage in any activities prohibited by Sanctions. The Customer is responsible for ensuring compliance of their End User to this clause’s provisions. Should the Customer or any of its End Users become a Sanctions Target or should the Company reasonably determine that it cannot perform its obligations under this Agreement due to Sanctions-related prohibitions (each a “Sanctions Event”), Nebius may terminate this Agreement effective immediately. g. Force Majeure. Neither party will be deemed in breach of this Agreement for any cessation, interruption, or delay in the performance of its obligations due to causes beyond its reasonable control (“Force Majeure Event”). Force Majeure Events include, but are not limited to, earthquakes, floods, natural disasters, acts of God, labor disputes, civil disturbances, terrorism, war (declared or undeclared), cyber attacks (such as denial of service attacks), or the inability to obtain necessary supplies, transportation, or other essential commodities or services. Additionally, changes in or the adoption of any law, regulation, judgment, or decree will also constitute a Force Majeure Event.

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19. CONTACT INFORMATION

Nebius B.V. A Dutch limited liability company with registered address at Gustav Mahlerlaan 300, Amsterdam, 1082ME