Terms & Conditions

These Terms and Conditions (“Terms”) constitute a binding legal agreement between you (“User,” “you,” or “your”) and mixedbread ai inc. (“Company,” “we,” “us,” or “our”) governing your access to and use of the mixedbread ai inc. NLP API service (the “Service”), including any websites, APIs, applications, and related services provided by the Company (collectively, the “Services”). By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with any provision of these Terms, you must immediately cease all use of the Services.

1. Definitions

1.1 “Account” means the registered account created by a User to access certain features of the Services.
1.2 “Free Tier” refers to the version of the Services offered at no charge, subject to the data collection and usage practices described herein.
1.3 “Paid Tier” or “Enterprise Services” refer to subscription-based offerings that provide additional features, support, and usage quotas.
1.4 “Usage Data” includes, without limitation, any data, queries, logs, or other information generated through the use of the Services.
1.5 “Confidential Information” means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential.

2. Account Registration and Security

2.1 Account Creation:
In order to access certain aspects of the Services, you may be required to register for an Account. You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary to maintain its accuracy.

2.2 Security:
You are solely responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You agree to immediately notify the Company of any unauthorized use of your Account or any other breach of security. The Company shall not be liable for any loss or damage arising from your failure to comply with this Section.

3. Subscription Tiers and Data Handling

The Services are offered under various tiers, each with distinct data collection practices and operational parameters. By selecting a specific tier, you expressly consent to the following conditions:

3.1 Free Tier

3.1.1 Data Collection and Usage:
Under the Free Tier, the Company collects all Usage Data, including but not limited to queries and any other input provided by the User. This data is stored in its native form and may be used for a variety of purposes, including, without limitation, model training, analytics, service improvement, and research activities. This practice is similar to that employed by comparable services in the industry.

3.1.2 Data Retention:
Data collected under the Free Tier is retained indefinitely. Although Users may contact the Company to request deletion of such data, no guarantee can be provided that any data will be removed.

3.1.3 Disclaimer of Additional Liability:
The Free Tier is provided on an “as is” basis without any express or implied warranties, and the Company shall have no additional liability with respect to any data collected under this tier.

3.2 Paid Tiers and Enterprise Services

3.2.1 Data Collection and Usage:
For Paid Tiers and Enterprise Services, the Company collects only the data strictly necessary for the operation of the Services (e.g., documents stored in vector stores or processed via document parsing functionalities). Data associated with Paid Tier usage shall not be used for model training or for provisioning to third-party services, except where required by law or applicable regulatory obligations.

3.2.2 Service Specific Terms:
Paid Tiers and Enterprise Services may be accompanied by additional contractual terms covering billing, support, usage quotas, service level agreements, and cancellation policies. Such terms shall form an integral part of these Terms for Users subscribing to those tiers.

3.2.3 Upgrading from Free to Paid:
Should a User upgrade from the Free Tier to a Paid Tier, any data previously collected under the Free Tier shall remain subject to the Free Tier’s data collection and retention policies, unless otherwise agreed in writing.

4. Use of the Services

4.1 License Grant:
Subject to your compliance with these Terms, the Company hereby grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Services solely for your internal business purposes.

4.2 Acceptable Use:
You agree to use the Services only in accordance with all applicable laws and regulations. You shall not engage in any conduct that, in the sole discretion of the Company, is deemed harmful, abusive, or that may interfere with the proper functioning of the Services. Prohibited activities include, but are not limited to, unauthorized access, distribution of harmful or illegal content, and interference with the network or security of the Services.

5. API Use

5.1 Access and Restrictions:
Use of the APIs provided as part of the Services is subject to additional terms, including usage limits and other restrictions. You shall not attempt to reverse engineer, decompile, or otherwise extract the source code or underlying structure of the APIs, except as expressly permitted in writing by the Company.

6. Intellectual Property

6.1 Ownership:
All intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in and to the Services and any related materials are owned by or licensed to the Company. Nothing in these Terms shall be construed as granting any rights, by license or otherwise, to any User except as explicitly set forth herein.

6.2 Restrictions:
You agree not to remove, obscure, or alter any proprietary notices or labels on the Services or any content provided therein.

7. Privacy

7.1 Privacy Policy Incorporation:
Your use of the Services is also governed by our Privacy Policy, which is hereby incorporated by reference into these Terms. The Privacy Policy details the types of data we collect, how such data is used, and your rights regarding such data.

7.2 Tier-Specific Privacy Practices:

Free Tier Users: Consent to the collection and indefinite retention of all Usage Data, including for purposes of model training and service improvement.
Paid Tier Users: Consent to the collection of data solely necessary for the operation of the Services, with no data used for model training or disclosed to third parties except as required by law.

8. Modifications to the Services

The Company reserves the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. You agree that the Company shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Services.

9. Termination

9.1 Termination for Cause:
The Company may terminate or suspend your access to the Services immediately, without prior notice, if you breach any provision of these Terms or if the Company, in its sole discretion, deems it necessary for the protection of its interests, the interests of its Users, or for security reasons.

9.2 Effect of Termination:
Upon termination of your access, your right to use the Services will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

11. Limitation of Liability

11.1 General Limitation:
IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Tier-Specific Considerations:

Free Tier Users: LIABILITY FOR USE OF THE FREE TIER IS EXPRESSLY LIMITED, AND THE COMPANY SHALL HAVE NO FURTHER LIABILITY.
Paid Tier/Enterprise Services: Additional liability limitations and disclaimers may be set forth in separate subscription or enterprise agreements, which shall govern in the event of any conflict with these Terms.

12. Indemnification

You agree to indemnify, defend, and hold harmless mixedbread ai inc., its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with your access to or use of the Services, your violation of these Terms, or your infringement of any rights of any third party.

13. Open Source Commitment

In the event that mixedbread ai inc. ceases operations, the Company commits to open-sourcing its proprietary machine learning models. This commitment is made in recognition of the Company’s dedication to contributing to the broader technology community and ensuring continued access to its innovations.

14. Governing Law and Dispute Resolution

14.1 Governing Law:
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law provisions.

14.2 Dispute Resolution:
Any disputes arising out of or related to these Terms or the Services shall be resolved through binding arbitration in accordance with the rules of a recognized arbitration institution, unless otherwise agreed in writing by the parties. Judgment on the arbitration award may be entered in any court having jurisdiction thereof.

15. Severability

If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect.

16. Entire Agreement

These Terms, together with any additional agreements referenced herein (including but not limited to subscription or enterprise service agreements and our Privacy Policy), constitute the entire agreement between you and mixedbread ai inc. concerning the Services, and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.

17. Contact Information

For any questions, concerns, or requests regarding these Terms, please contact us at:
Email: support@mixedbread.ai

18. Amendments

The Company reserves the right, at its sole discretion, to modify or replace these Terms at any time. The most current version of the Terms will be posted on our website. By continuing to access or use the Services after any revisions become effective, you agree to be bound by the updated Terms.

Please review these Terms and Conditions thoroughly. Your continued use of the Services constitutes your acceptance of these Terms and any future modifications. If you have any questions or require further clarification, do not hesitate to contact us.