Terms & Conditions — Commercial

1. Parties and Agreement

These Commercial Terms and Conditions ("Agreement") constitute a binding contract between ColdAI LLC ("ColdAI," "we," "us") and the entity or business ("Customer," "you") accessing or using ColdAI's platforms, APIs, software, or professional services ("Services"). By executing an Order Form, accessing our APIs, or clicking "Accept," you agree to these terms.

2. Services

2.1 Scope

ColdAI will provide the Services as described in the applicable Order Form, Statement of Work, or subscription plan. This includes access to the Medusa AI Platform, API access, model routing, agentic orchestration, managed services, and any professional services mutually agreed upon.

2.2 Service Levels

For Enterprise tiers, ColdAI commits to a 99.5% monthly uptime SLA (excluding scheduled maintenance windows of which at least 48 hours' notice will be given). Remedies for SLA breaches are limited to service credits as outlined in the applicable Order Form.

2.3 Changes

ColdAI may modify, update, or discontinue features of the Services with 30 days' notice. We will not materially reduce core functionality without offering a commensurate price adjustment or termination right.

3. Fees and Payment

• Subscription Fees: Billed in advance on a monthly or annual basis as specified.
• Usage Fees: Metered charges for API calls, token consumption, agent executions, and storage, billed monthly in arrears.
• Payment Terms: Net 30 from invoice date unless otherwise agreed. Late payments accrue interest at 1.5% per month or the maximum permitted by law.
• Taxes: Fees are exclusive of taxes. Customer is responsible for all applicable taxes except those on ColdAI's net income.
• Disputes: Invoice disputes must be raised within 30 days of receipt. Undisputed amounts remain due.

4. Intellectual Property

4.1 ColdAI IP

All rights in the Services, software, documentation, models, and underlying technology are owned by ColdAI. This Agreement grants Customer a limited, non-exclusive, non-transferable license to use the Services for its internal business purposes during the subscription term.

4.2 Customer Data

Customer retains all rights in data, content, and materials submitted to the Services ("Customer Data"). Customer grants ColdAI a limited license to process Customer Data solely to provide the Services.

4.3 Output

Subject to applicable law and model provider terms, Customer owns outputs generated by the Services using Customer's inputs, except that ColdAI retains rights to use anonymized, aggregated output data for service improvement.

4.4 Feedback

If Customer provides feedback or suggestions, ColdAI may use such feedback without obligation or compensation.

5. Data Processing

Where ColdAI processes personal data on behalf of Customer, a Data Processing Agreement ("DPA") governs such processing. Enterprise customers may request our standard DPA at shayan@coldai.org. Customer is responsible for obtaining all necessary consents and complying with applicable data protection laws.

6. Confidentiality

Each party agrees to keep confidential any non-public information of the other party designated as confidential or that reasonably should be understood to be confidential. Obligations survive termination for three years. Exceptions apply to information that is publicly available, independently developed, or disclosed by a third party without restriction.

7. Warranties and Disclaimers

ColdAI warrants that the Services will materially conform to its published documentation. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COLDAI DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; (B) COLDAI'S TOTAL LIABILITY ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER IN THE TWELVE MONTHS PRECEDING THE CLAIM. These limitations apply regardless of the theory of liability.

9. Indemnification

Customer shall indemnify, defend, and hold ColdAI harmless from claims arising from: (a) Customer's breach of this Agreement; (b) Customer Data or Customer's use of the Services in violation of applicable law; (c) Customer's products or services that incorporate AI outputs.

ColdAI shall defend Customer against third-party claims that the Services, as provided, infringe a patent, copyright, or trade secret, subject to standard IP indemnification conditions.

10. Term and Termination

• Term: This Agreement begins on the effective date and continues for the subscription term stated in the Order Form, renewing automatically unless notice of non-renewal is provided 30 days before renewal.
• Termination for Cause: Either party may terminate upon 30 days' written notice if the other party materially breaches and fails to cure within the notice period.
• Termination for Convenience: ColdAI may terminate with 60 days' notice; Customer may terminate at plan end without cause.
• Effect: Upon termination, Customer's access ceases and Customer Data is deleted within 90 days unless required by law.

11. Acceptable Use

Customer must not use the Services to: generate illegal content; engage in fraud, deception, or manipulation; develop weapons or conduct cyberattacks; violate privacy rights; or circumvent usage limits. ColdAI may suspend Services immediately upon material AUP violation.

12. Governing Law

This Agreement is governed by the laws of the State of Delaware, USA, without regard to conflict of law principles. Disputes shall be resolved by binding arbitration under AAA Commercial Rules, seated in Delaware, except that either party may seek injunctive relief in courts of competent jurisdiction.

13. General

• Entire Agreement: This Agreement supersedes all prior agreements relating to its subject matter.
• Amendments: Must be in writing signed by both parties.
• Severability: Invalid provisions are severed; remainder continues in force.
• Waiver: Failure to enforce any right is not a waiver of that right.
• Assignment: Customer may not assign without ColdAI's written consent. ColdAI may assign in connection with a merger or acquisition.

14. Contact

ColdAI LLC
shayan@coldai.org