Agreement and scope
These Terms of Service (“Terms”) govern your access to the Sivela AI website and, when purchased or otherwise made available under an applicable order, our computer vision software, workspaces, APIs, model-related services, and deployment deliverables (collectively, the “Services”). They are an agreement between you and Sivela, Inc., a Delaware corporation (“Sivela,” “we,” “us,” or “our”). “Customer” means the individual or organization entering into this agreement.
You accept these Terms by signing an order that incorporates them or through an express acceptance mechanism made available for the Services. Website visitors may browse the public materials subject to the website-use provisions below. Submitting an inquiry does not create a paid subscription or commit either party to a project. If you accept on behalf of an organization, you represent that you have authority to bind it. If you do not agree to applicable terms, do not access or use the corresponding Services.
Orders and order of precedence
An “Order” is an order form, statement of work, or other written purchase agreement accepted by both parties that identifies the Services, fees, subscription or project period, and relevant limitations. Product descriptions and conversations do not replace an accepted Order.
If documents conflict, the applicable data processing agreement controls matters concerning processing of personal data; an accepted Order controls the commercial or technical matters it expressly addresses; and these Terms otherwise apply. A separately signed master services agreement may replace these Terms for the Services it covers. Additional third-party licenses continue to govern their respective components. We will not treat a website example or illustrative performance figure as a contractual specification.
Eligibility, accounts, and authorized users
The Services are intended for business use. An individual accepting an agreement must have reached the age of legal majority and have the capacity to contract. Where accounts are provided, Customer must supply accurate registration information, keep it current, protect credentials and API keys, and promptly notify us of suspected compromise.
Customer is responsible for the acts of its employees, contractors, and other authorized users using its accounts, and for ensuring that their access is appropriate. Do not share credentials in a way that circumvents agreed user or usage limits. Account administrators may manage access and settings on behalf of their organization. A public website demonstration does not itself provide a registered account.
Access rights and service limits
Subject to these Terms, the applicable Order, and payment of amounts due, Sivela grants Customer a limited, non-exclusive right to access and use the purchased Services during the agreed term for Customer’s authorized business purposes. Access rights are subject to the users, datasets, compute, inference, storage, and other limits stated in the Order.
Customer may permit contractors to use the Services on its behalf if they comply with these Terms and any applicable license restrictions. This permission does not authorize resale of the Services as a standalone competing service, sublicensing beyond an agreed deployment right, or access for unaffiliated parties. Rights in downloadable or self-hosted deliverables are addressed separately below.
Acceptable use
You must not use the Services to violate law, infringe intellectual property or privacy rights, unlawfully discriminate, conduct unlawful surveillance, distribute malicious software, facilitate fraud, or exploit or abuse individuals. Do not upload material you do not have the right to process, attempt unauthorized access, bypass security controls or usage limits, disrupt the Services, or interfere with other customers.
Do not reverse engineer proprietary components except to the extent expressly permitted by applicable law or an applicable open-source license. You may not remove required legal notices or misrepresent ownership of Sivela technology. Authorized accessibility tools, ordinary website browsing, and lawful search indexing are not prohibited. Any security testing of non-public infrastructure requires our prior written agreement.
Customer data and instructions
“Customer Data” means images, labels, annotations, files, prompts, configuration information, and other materials that Customer or its users provide for processing through the Services. Customer retains its rights in Customer Data and is responsible for its accuracy, legality, collection, permissions, and lawful processing instructions.
Customer grants Sivela only the rights needed to host, copy, transform, and process Customer Data to provide and support the agreed Services, comply with lawful instructions, and meet legal obligations. Customer must provide required notices and obtain any necessary permissions before supplying personal information or materials belonging to others. Regulated or particularly sensitive data must not be submitted unless its processing is expressly covered by the agreed service scope and any required contractual safeguards.
Model training, outputs, and ownership
“Outputs” means predictions, labels, generated examples, reports, or other results produced for Customer through the Services. As between Customer and Sivela, Customer retains its rights in its data and, to the extent legally capable of ownership, owns Outputs produced specifically for it, excluding Sivela Technology and third-party components. These Terms do not guarantee that an Output qualifies for copyright or other exclusive protection.
“Sivela Technology” includes our pre-existing and independently developed software, interfaces, workflows, serving runtimes, tools, documentation, and general technical know-how. Sivela and its licensors retain their rights in that technology. Rights in fine-tuned weights, adapters, model checkpoints, and packaged artifacts must be identified in the Order and remain subject to the underlying model licenses. An Output does not transfer ownership of the foundation model or serving runtime.
We do not receive a general right to use Customer Data to train shared or third-party models. Training or fine-tuning for Customer’s project must remain within the agreed instructions. Any separate use to improve shared models requires an express written agreement or other valid authorization.
Fine-tuning and inference optimization
A fine-tuning engagement adapts a model to an agreed task using the selected data. Inference optimization concerns how a model executes on the target environment. The Order should identify the task, data assumptions, evaluation criteria, hardware or architecture, intended workload, and deliverables.
Prediction quality, response time, throughput, memory requirements, and cost involve tradeoffs. No universal accuracy or performance improvement is promised. Results depend on data quality, model selection, operating conditions, and changes in the deployment environment. Targets or acceptance criteria are binding only when expressly agreed in writing. A material change in Customer’s data, task, architecture, or workload may require revised scope, additional evaluation, and an agreed change to fees or timing.
Packaged and self-hosted deployment
Where an Order includes a deployment package or another self-hosted artifact, the deliverable may package model assets, an inference runtime, dependencies, and configuration for the agreed environment. Customer’s rights to install, operate, copy, or distribute that artifact are those stated in the Order and applicable component licenses. Delivery of a package is not a transfer of all intellectual property inside it.
Unless expressly included in the Order, Customer is responsible for its host, operating system, runtime installation, drivers, network access, credentials, application integration, storage, backups, endpoint protection, and ongoing operations. Customer must not expose an inference service publicly without appropriate access controls. Compatibility with a specified target does not imply compatibility with every CPU, GPU, cloud, or deployment platform.
A self-hosted package does not by itself imply that Sivela operates Customer’s infrastructure, can access Customer’s runtime inputs, or provides monitoring, patching, or remote support. Those activities, update delivery, and any telemetry must be documented and agreed separately.
Evaluation, professional services, and acceptance
Trials, pilots, assisted annotation, onboarding, fine-tuning, and other professional services are available only on the terms of an applicable Order. A pilot does not imply a free service, automatic production approval, or a commitment to purchase subsequent services. Customer must provide agreed inputs and reasonable cooperation; delays or incomplete inputs may affect the schedule.
The Order should state any milestones, acceptance procedure, and remediation period. We do not assume that silence alone constitutes acceptance unless the Order expressly establishes such a process and applicable law permits it. Changes to scope, deliverables, or target infrastructure should be agreed in writing before additional work is performed.
Human review and model limitations
Machine-learning systems can produce incorrect, incomplete, biased, inconsistent, or unexpected results. Confidence scores are not guarantees. Synthetic images may contain implausible details; annotations may need correction; performance on a test set may not reflect later operating conditions.
Customer is responsible for reviewing Outputs and validating fitness for its intended use before relying on them. Appropriate human oversight and fallback procedures are particularly important where an error could affect safety, legal rights, access to essential services, or other significant interests. The Services are not warranted as a substitute for regulated professional judgment or as a fail-safe control system. Any regulated or safety-critical use must be specifically evaluated and agreed where necessary.
Fees, invoicing, and taxes
Fees, currency, payment method, invoice due dates, and any usage-based charges are set out in the Order. Customer must pay undisputed amounts when due and is responsible for applicable transaction taxes, excluding taxes on Sivela’s net income. A required withholding should be addressed through appropriate documentation and the agreed commercial terms.
We will not infer a paid purchase from a demo request or charge an unagreed usage tier. Customer should notify us promptly of a good-faith invoice dispute with sufficient detail to investigate it, while paying undisputed amounts. Additional usage or work outside the Order is subject to the agreed pricing mechanism or a written change. Late fees, if any, must be stated in the Order and comply with applicable law.
Term, renewal, and cancellation
Subscriptions and projects last for the period identified in the Order. Automatic renewal applies only if the Order expressly provides for it and explains the renewal period and cancellation requirements. Otherwise, there is no automatic renewal under these Terms. Price changes for a renewal require advance notice consistent with the Order and applicable law.
Customer may cancel a renewal or terminate as permitted by the Order. Unless the Order or mandatory law provides otherwise, cancellation does not erase payment obligations for Services already provided or for an agreed non-cancellable commitment. Refunds, if any, follow the Order and applicable law; nothing here excludes mandatory cancellation or refund rights.
Confidentiality
Each party may receive non-public technical, commercial, financial, or other information that is identified as confidential or that a reasonable recipient would understand to be confidential. Customer Data and non-public model artifacts are treated as confidential, subject to the agreed scope and applicable licenses.
The recipient must use confidential information only to perform or exercise rights under the agreement, protect it with reasonable care, and disclose it only to people or service providers who need access and are bound by appropriate confidentiality obligations. These duties do not apply to information lawfully known without restriction, independently developed, lawfully received from another source, or made public without breach.
A legally compelled disclosure is permitted to the extent required. Where lawful and reasonably practicable, the recipient will provide notice and reasonable cooperation so the disclosing party can seek protection. Confidentiality duties survive termination for as long as the information remains confidential; trade secrets remain protected as required by applicable law.
Privacy, security, and data processing
The Privacy Notice describes personal information processed for website operation and Sivela’s own business purposes. Where Customer determines the purposes of processing and Sivela processes personal data on its behalf, the parties must put an appropriate data processing agreement in place when required by applicable law. These Terms alone are not a substitute for that agreement.
Security requirements, hosting location, subprocessors, incident notification, retention, deletion, and assistance obligations for Customer Data should be specified in the applicable agreement and deployment documentation. No particular certification, hosting region, encryption implementation, or zero-retention configuration is represented merely by these Terms. Each party must fulfill its own legal and contractual responsibilities.
Third-party models, software, and services
Services and deliverables may depend on third-party model weights, open-source libraries, runtime components, cloud services, or integrations. Applicable licenses may impose attribution, distribution, commercial-use, or other conditions. We will identify material applicable component terms with the agreed deliverables or documentation; Customer must comply with them for its authorized use.
These Terms do not narrow rights expressly granted by an applicable open-source license. Third-party services that Customer selects or connects are subject to their own terms and privacy practices. Customer is responsible for its own third-party accounts and fees unless the Order states otherwise. A third party’s availability or licensing change may require a supported alternative or an agreed change to scope.
Support, changes, and evaluation features
Support coverage, response targets, maintenance, uptime commitments, and update rights exist only to the extent stated in the Order or an applicable service-level agreement. Public product pages do not create an SLA. Self-hosted operations remain Customer’s responsibility unless expressly included.
We may improve the Services over time. Material changes affecting a contracted scope should be addressed under the Order and applicable law. Features designated as beta, experimental, preview, or evaluation may be incomplete or change; they should not be used for production reliance unless expressly agreed. The public studio illustrations are examples, not active customer environments.
Suspension and termination
We may restrict access where reasonably necessary to address a credible security threat, unlawful activity, misuse, a legal requirement, or a material breach of the agreement. Where lawful and practicable, we will give notice, explain the issue, and allow a reasonable opportunity to resolve it. Restrictions should be proportionate and lifted when the grounds are resolved.
Either party may terminate for the other party’s material breach that remains uncured after written notice and a reasonable cure period, subject to any specific period in the Order. Immediate termination may be appropriate where a breach cannot be cured or continued performance would be unlawful. Non-payment remedies apply to overdue undisputed amounts in accordance with the Order and applicable law.
Consequences of termination and data return
When access rights end, Customer must stop using the affected Services except for any rights that expressly survive under the Order or a third-party license. Rights to continue running self-hosted artifacts after termination must be expressly addressed in the Order; neither perpetual use nor automatic destruction of all model Outputs should be assumed.
Customer should export data it needs while export access is available. Return, deletion, backup handling, and any transition assistance are governed by the Order and data processing agreement, subject to lawful retention requirements. Accrued payment obligations and provisions intended to survive, including ownership, confidentiality, liability, and dispute provisions, remain effective.
Representations and warranty disclaimer
Each party represents that it has authority to enter into the agreement and will comply with laws applicable to its performance. Any specific service warranty and associated remedy must be stated in the Order.
TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR EXPRESS WARRANTIES IN AN APPLICABLE SIGNED AGREEMENT, THE WEBSITE, EVALUATION FEATURES, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SIVELA DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, IDENTICAL OR EXCLUSIVE OUTPUTS, OR THAT A MODEL WILL MEET UNSPECIFIED BUSINESS REQUIREMENTS. Nothing excludes a warranty or remedy that applicable law does not allow the parties to exclude.
Limitations of liability
To the fullest extent permitted by applicable law, neither party is liable under these Terms for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, revenue, business opportunities, or anticipated savings, arising from the agreement, even if advised of their possibility.
Unless an Order provides otherwise, each party’s aggregate liability arising out of the paid Services is limited to the fees paid or payable under the affected Order during the twelve months preceding the event giving rise to the claim. This cap does not eliminate Customer’s obligation to pay properly due fees. It does not limit liability for fraud, willful misconduct, or any liability that cannot lawfully be limited. An Order or data processing agreement may specify different limits or exceptions for particular obligations.
The fee-based cap applies to paid Services; it does not create a zero-dollar cap for public website visitors. Mandatory consumer rights and remedies remain unaffected.
Claims involving third parties
A party receiving a third-party claim materially connected to the Services should promptly notify the other party where relevant and preserve the information reasonably needed to investigate. Neither party may bind the other to a settlement, admission, or ongoing obligation without that party’s written consent.
Any obligation to defend, indemnify, or hold harmless for intellectual-property infringement, Customer Data, or other third-party claims must be expressly stated in the applicable Order or a separately signed agreement. These Terms do not create an unlimited indemnity or an obligation to fund claims unrelated to a party’s agreed responsibilities.
Export controls and sanctions
Each party must comply with export-control, trade-sanctions, and import laws applicable to its activities. Customer must not provide access, transfer model artifacts, or use the Services in a manner prohibited by those laws. Where a license, authorization, or end-use review is required, the responsible party must obtain it before the relevant activity. This clause does not impose restrictions beyond those required by applicable law or agreed component licenses.
Governing law and dispute resolution
These Terms are governed by the laws of the State of Delaware, United States, excluding its conflict-of-law rules, except where mandatory applicable law requires otherwise. Subject to those mandatory rights, the state and federal courts of competent jurisdiction located in Delaware have exclusive jurisdiction over disputes arising from these Terms.
Before bringing a claim, the parties should attempt in good faith to resolve it through their designated contacts, except where urgent relief is necessary or a statutory time limit requires action. These Terms do not impose mandatory arbitration or a class-action waiver. Consumers retain non-waivable protections and rights to bring proceedings in a forum available under the laws applicable to them.
General provisions and notices
Neither party may assign the agreement without the other party’s consent, not to be unreasonably withheld, except to an affiliate or in connection with a merger or sale of substantially all relevant assets, provided the successor assumes the obligations and applicable data-protection requirements are met. The parties are independent contractors; no partnership, employment, or agency relationship is created.
Neither party is responsible for a failure caused by events beyond its reasonable control, except payment obligations for Services already provided, provided it takes reasonable steps to mitigate the effect. If a provision is unenforceable, the rest remains effective to the extent permitted by law. A failure to enforce a provision is not a waiver. No third-party beneficiary rights are created unless expressly stated.
Together with the applicable Order and incorporated agreements, these Terms form the agreement on their subject matter. Material amendments to an existing paid engagement must follow its agreed change process; an updated website alone does not retroactively rewrite a signed Order. Notices may be sent to the contacts designated in the Order. Website and legal inquiries may be directed to [Legal and privacy contact email], or to Sivela, Inc., [Company mailing address].