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WaveSpeedAI Terms of Service

Welcome to WaveSpeedAI! These Terms of Service ("Terms") are a legally binding agreement between WaveSpeedAI PTE.LTD., a Singapore corporation ("WaveSpeedAI", "we", or "our") and you ("Customer", "you", or "your"). Any mention of "you" or "Customer" in these Terms shall either mean you, the end user in your personal capacity who is utilizing the Services (as defined), or in case you are acting as a duly authorized Representative (as defined) of an entity, the reference shall mean such entity. "Party" means WaveSpeedAI or Customer, as applicable, and "Parties" means WaveSpeedAI and Customer collectively.

By accessing or using the Services, you represent and warrant that you are at least 18 years of age or over the age of majority in the jurisdiction where you are a resident or citizen. If an end user is under 18, you as a parent consent to their use of the Services, and you take on the liability as if you were the end user.

PLEASE READ THESE TERMS CAREFULLY AS THEY ARE A LEGAL BINDING CONTRACT BETWEEN THE PARTIES. THESE TERMS CONTAIN CERTAIN DISCLAIMERS LIMITING WAVESPEEDAI LIABILITY AND ADDRESS DISPUTE RESOLUTION - PARTIES WILL ONLY RESOLVE DISPUTES THROUGH INDIVIDUAL ARBITRATION PROCEEDINGS AND FOREGO ABILITY TO LITIGATE IN COURT, WHETHER INDIVIDUALLY OR AS PART OF A CLASS ACTION.

In addition to these Terms, please review our Privacy Policy which forms part of the terms and conditions which apply to you by reference -- it states how we access and use your information.

1. Definitions

1.1. "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

1.2. "Affiliate" of a Party means any other party that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. The term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

1.3. "Authorized User" means each person authorized by Customer to use the Services.

1.4. "Content" means commands, code, Models, text, data, articles, images, photographs, graphics, software, applications, packages, designs, features, and other digital materials.

1.5. "Customer Data" means Customer Inputs and Outputs. For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Customer.

1.6. "Customer Derivative Model" means a Model which has been fine-tuned through the Services on a Foundation Model with Inputs.

1.7. "Documentation" means any manuals, instructions, or other documents or materials that the WaveSpeedAI provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services, including any aspect of the operation, use, or support thereof, or any Third-Party Offering.

1.8. "Fees" means the amounts Customer is obligated to pay WaveSpeedAI in connection with use of its Services.

1.9. "Foundation Model" means a Model which is provided by a third party, whether or not pretrained by WaveSpeedAI, or, which is proprietary to WaveSpeedAI.

1.10. "Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby; or (b) prevent Customer from accessing or using the Services as intended by these Terms.

1.11. "Inputs" means Content that is uploaded to be processed through the Services.

1.12. "Intellectual Property Rights" means patents, patent applications, inventions, and discoveries (whether patentable or unpatentable), copyrights and copyrightable works, moral rights, trademarks, service marks, trade names, domain name rights, know-how and other trade secret rights, rights in software, databases, artificial intelligence and AI algorithms, and all other intellectual property rights and similar forms of protection throughout the world.

1.13. "Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of Singapore, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

1.14. "Login Credentials" means any user-name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an Authorized User's identity and authorization to access and use the Services.

1.15. "Losses" means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

1.16. "Model" means many different things depending on context. It can be the source code, trained weights, architecture, or some combination thereof. At WaveSpeedAI, "Model" refers to a trained, packaged, and published software program that accepts Inputs and returns Outputs.

1.17. "Output" means the Content generated by the Services based on Customer's Inputs, which shall include, as applicable, Customer Derivative Model.

1.18. "Privacy Policy" means WaveSpeedAI's Privacy Policy [Please insert link] which sets out WaveSpeedAI s approach to use and protection of data obtained through the Services.

1.19. "Resultant Data" means data and information related to Customer's use of the Services that is aggregated and anonymized, including compiling statistical and performance information related to the provision and operation of the Services.

1.20. "Representatives" means employees, officers, directors, consultants, agents, or independent contractors.

1.21. "Services" means the hosted software platform provided on a MaaS basis giving Customers ability, for the applicable Fee, to run Models in the cloud using WaveSpeedAI API or WaveSpeedAI's Website interface.

1.22. "Third-Party Offering" means any materials and information, in any form or medium, including any open-source Models, including Foundational Models as offered by Third Parties and available through our Website, or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to WaveSpeedAI.

1.23. "Third-Party Terms" means terms and conditions applicable to a Customer's use of the third party's offering.

1.24. "Website" means, in respect of WaveSpeedAI, https://wavespeed.ai and all its subdomains.

2. Services

2.1. Use Rights. WaveSpeedAI hereby grants Customer a non-exclusive, non-transferable, revocable, non-sublicensable right to access and use the Services and Services Documentation solely for use in accordance with the terms and conditions set out in these Terms and on our Website. The Services are only available to Customers who can form legally binding contracts under Law. You are not eligible to be a Customer either directly or indirectly if you are barred from using the Services under the Laws of the Singapore or any other applicable jurisdiction.

2.2. Features and Benefits. Among other benefits of our Services, you can access and run Models which are either private (proprietary to Customer or WaveSpeedAI) or public open-sourced Models. You can create Customer Derivative Models or build and publish custom Models from scratch. For more information on how Models are built on WaveSpeedAI, what tools we use, how you can deploy Models and other useful information for your use of our Services, please refer to our Website.

2.3. Our Website Documentation includes guidance documents that are available on our Website subject to the rights granted under these Terms or as explicitly set out on the Website. We grant you a sublicensable, non-transferable, revocable, fully paid up license to use the foregoing solely for your and your Representatives' non-commercial purposes.

3. Account Set-Up

3.1. You are requested to use our Services by signing on to WaveSpeedAI using your Gmail or GitHub account.

3.2. You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You are responsible for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

3.3. You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene, subject to our discretion.

3.4. WaveSpeedAI reserves the right to suspend or terminate Customer's or any Authorized User's access to the Services without incurring any resulting obligation or liability if: (1) required by a legal demand or order; or (2) WaveSpeedAI, in its discretion, determines that: (i) the Customer has breached any material term of these Terms, used the Services beyond granted rights or for a purpose not authorized under these Terms or in any manner that does not comply with any Documentation; or (ii) the Customer is, has been, or is likely to be engaged in fraudulent or unlawful activities related to the Services. This section does not limit WaveSpeedAI's other rights or remedies.

4. Subscriptions

4.1. Some parts of the Services are billed on a subscription basis ("Subscription(s)") in which case you will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set on a [monthly] basis, depending on the type of subscription plan you select when purchasing a Subscription. In other instances, you will be responsible for payment for fees for the applicable part of the Service, including specific model related one-off fees.

4.2. As applicable, at the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you or WaveSpeedAI cancel it. You may cancel your Subscription renewal by contacting the WaveSpeedAI customer support team.

5. No Guarantees on Benefits or Fees

WaveSpeedAI is dedicated to delivering a positive customer experience, but we cannot assure the continuous availability of every Model that you may see on our Website or provide any guarantees regarding processing rates. We may in our sole discretion and at any time modify Fees for any part of our Service.

6. Third-Party Offerings.

We may provide information about or access to Third-Party Offerings, or you may use Third-Party Offerings within the Services. You agree to do so at your own risk and subject to all our disclaimers set out in these Terms. You acknowledge that the Services rely on, interoperate with, or otherwise utilize or leverage Third-Party Offerings. These Third-Party Offerings are beyond our control, but their operation may impact, or be impacted by, the use and reliability of the Services. You acknowledge that (i) the use and availability of the Services is dependent on Third-Party Offering service providers and (ii) these Third-Party Offerings may not operate reliably 100% of the time, which may impact the way that the Services operate. You are responsible for complying with all Third-Party Terms and WaveSpeedAI is not, and will not be deemed to be, a party to any separate Third-Party Terms, all of which are exclusively between you and the applicable Third-Party Offering service provider(s).

7. Availability and Support

7.1. During the Term, WaveSpeedAI will strive to maximize Service availability and provide support, but Customers acknowledge that continuous updates may cause occasional technical issues or downtime. WaveSpeedAI reserves the right to modify Services as needed to maintain quality, enhance performance, ensure compliance, or improve market competitiveness.

7.2. Customers can access support via our email support@wavespeed.ai. Note that using third-party channels will subject you to their respective terms of service.

8. Acceptable and Restricted Use

8.1. Customer must use the Services solely for authorized purposes in these Terms and in compliance with all Laws and our policies. Customers are responsible for their use of the Services, including any content generation that violates any Laws. Any breach of these Terms, including by Customer or applicable Representatives shall be, for the purposes of these Terms, a breach by Customer.

8.2. Customer shall not, and shall not permit any other person to, access or use the Services except as expressly permitted by these Terms. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as these Terms expressly permit:

  • Violate any of the Third-Party Terms (including license terms) as found on or through the Website;
  • share or disclose Login Credentials to anyone other than the specific Authorized User for which the Login Credentials were generated;
  • rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
  • reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part;
  • bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User through the use of his or her own then valid Login Credentials;
  • input, upload, transmit, or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
  • damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, in whole or in part;
  • remove, delete, alter, or obscure any trademarks, specifications, documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any portion of the Services, including any copy thereof;
  • access or use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party or that violates any Laws; or
  • otherwise access or use the Services beyond the scope of the authorization granted under these Terms.

8.3. In respect of Outputs, Customer shall not, and shall not permit any other Authorized User to, access or use the Services:

  • to violate Laws or others' rights (including but not limited to, intellectual property and data privacy rights), nor promote, contribute to, encourage, facilitate, plan, incite, or further anyone else's violation of the law or others' rights;
  • to commit, promote, contribute to, facilitate, encourage, plan, incite, or further any of the following:
    • violence, terrorism or generation of hateful content that discriminates or threatens a protected group of people (whether based on gender, ethnicity, sexual identity or orientation, or religion, among others);
    • exploitation or harm to children, including the solicitation, creation, acquisition, or dissemination of child exploitative content; or
    • encouragement or instructions related to self-harm;
  • to promote human trafficking, exploitation, and sexual violence;
  • to harass, abuse, threaten, stalk, or bully individuals or groups of individuals;
  • to create non-consensual nudity or illegal pornographic content;
  • to create and disseminate extreme gore such as images involving bodily destruction, mutilation, torture or animal abuse;
  • to discriminate in the provision of employment, employment benefits, credit, housing, other economic benefits, or other essential goods and services on the basis of race, color, caste, religion, sex (including pregnancy, sexual orientation, or gender identity), national origin, age, disability, or genetic information (including family medical history) except as may be required by Law;
  • to create malicious code, malware, computer viruses or any activity that could disable, overburden, interfere with or impair the proper working, integrity, operation or appearance of a website or computer system;
  • for purposes of or for the performance of:
    • fully automated decision-making, including profiling, with respect to an individual or group of individuals which produces legal effects concerning such individual(s) or similarly significantly affects such individual(s);
    • systematic or automated scraping, mining, extraction, or harvesting of personally identifiable data, or similar activity, from the output of any part of the Services except with respect to data that end users have provided as input to the Services and which end users are legally entitled to process, for so long as end users retain such entitlement;
    • development, improvement, or manufacture of any weapons of mass destruction (such as nuclear, chemical, or biological weapons), weapons of war (such as missiles or landmines), or any gain of function-related activities with respect to any pathogens;
    • mission critical applications or systems where best industry practices require fail-safe controls or performance, including operation of nuclear facilities, aircraft navigation, electrical grids, communication systems, water treatment facilities, air traffic control, life support, weapons systems, or emergency locator or other emergency services;
  • to intentionally deceive or mislead others, including the use of the Services related to the following:
    • generating, promoting, or furthering fraud or the creation or promotion of disinformation;
    • generating, promoting, or furthering defamatory content, including the creation of defamatory statements, images, or other content;
    • generating, promoting, or further distributing spam;
    • impersonating another individual without consent, authorization, or legal right
    • representing or misleading people into believing that the use of the Services or outputs are human-generated;
    • generating or facilitating false online engagement, including fake reviews and other means of fake online engagement;
    • generating or facilitating large-scale disinformation campaigns;
    • generating political advertisements, propaganda, or influence campaigns;
    • in a manner that fails to appropriately disclose to end users any known dangers of applicable AI system or misrepresent or mislead with respect to its abilities.

9. Customer Responsibilities

9.1. You have exclusive control and responsibility for designating Authorized Users, managing spending on Services, and determining what Customer Data is submitted into the Services as Inputs. You are responsible for the legality of all Inputs and ensuring Authorized Users comply with these Terms and applicable Third-Party Terms.

9.2. Customer shall promptly notify WaveSpeedAI of any unauthorized use of Login Credentials. If an Authorized User suspects their Login Credential is compromised or may have a good chance to become compromised, they must immediately change their password and inform WaveSpeedAI. New unique Login Credentials will be generated and provided by WaveSpeedAI upon email notification to the designated support address support@wavespeed.ai.

10. Fees and Payment

10.1. You only pay for the usage fees on WaveSpeedAI. The pricing is set out on our Website. You can find your current usage and manage your billing settings on your account.

10.2. To avail certain Models and benefits, Customer will be required to set up billing by providing a credit card and authorizing us to charge Customer for their use of our Services, as clearly explained on our Website. Should automatic billing fail to occur for any reason, Customer account shall be suspended until all outstanding accounts are settled.

10.3. If you are an account holder with billing enabled, at the beginning of each month, we charge you for the Services you used in the month prior.

10.4. WaveSpeedAI's Fees are exclusive of taxes, which customers must pay in full without deductions. Payments are processed via third parties like Stripe, which has its own terms. Late payments may incur interest at 1.5% monthly, and Customer shall reimburse WaveSpeedAI for all reasonable costs incurred by WaveSpeedAI in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees, and if such failure continues for 30 days following written notice thereof, WaveSpeedAI may suspend Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer or any other person by reason of such suspension.

10.5. All amounts payable to WaveSpeedAI by Customer shall be paid in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason.

11. Intellectual Property Rights and Ownership

11.1. Customer Data. As between Customer and WaveSpeedAI, Customer owns and will continue to own all rights, title, and interest, including all Intellectual Property Rights, in and to its applicable Customer Data.

11.2. Consent to Use Customer Data. Customer hereby grants WaveSpeedAI during the Term a non-exclusive, non-sublicensable (except for the purposes of provision of the Services), royalty-free, license to use, copy, store, transmit, modify, process, and create derivative works of, and display its Customer Data solely to the extent necessary to provide the Output, train and generate Customer Derivative Models, and provide the associated Services under these Terms.

11.3. WaveSpeedAI Services. As between Customer and WaveSpeedAI, WaveSpeedAI and its licensors own, and reserve all rights, title, and interest, including all Intellectual Property Rights, in and to (i) the Services, and (ii) any Resultant Data.

11.4. Feedback. Customers assign to WaveSpeedAI all title and interest in any feedback, comments, ideas, and suggestions for improvement as provided by Customer and any of their Representatives (collectively, "Feedback"). WaveSpeedAI may, without obligation, incorporate, use, commercialize and distribute in any manner, including, without limitation, as part of the Services such Feedback without any attribution, payment or other obligation to Customer or its Affiliates.

11.5. Use of Resultant Data. Notwithstanding anything to the contrary, WaveSpeedAI and its licensors shall have the right to collect and analyze Customer Data and other information relating to the provision, use and performance of various aspects of the Services (in whole or in part) and related systems and technologies, and WaveSpeedAI and its licensors will be free (during and after the term hereof) to (i) use such Resultant Data to improve and enhance the Services (in whole or in part) and for other development, diagnostic and corrective purposes in connection with the Services (in whole or in part), and (ii) utilize any such Resultant Data for any legal purpose in line with its WaveSpeedAI’s Privacy Policy.

12. Representations and Warranties

12.1. Representations and Warranties. Each Customer, if an entity, represents and warrants:

  • it is duly organized, validly existing, and in good standing as a corporation or other entity under the Law of the jurisdiction of its incorporation or other organization;
  • it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under these Terms, including in respect of its Affiliates as contemplated hereunder;
  • the execution of any usage of cost-incurring Services by its representative has been duly authorized by all necessary corporate or organizational action of Customer.

12.2. Additional Customer Representations, Warranties, and Covenants. Customer represents, warrants, and covenants to WaveSpeedAI that:

  • it has all rights, licenses, permission, power and authority that are necessary to utilize and share the applicable Inputs in association with its use of the Services;
  • neither the Customer Data, nor the use, storage or provision of the Customer Data on or through the Services, will infringe, misappropriate or violate any third-parties' Intellectual Property Rights, the Third Party Terms, or other rights of a party, including rights of publicity, privacy or confidentiality;
  • Customer's use and provision of the Customer Data will not breach any agreement between it and a third party or violate any Laws; and
  • Customer will not breach these Terms.

13. Disclaimer

Please review our disclaimers in detail to understand the scope of your responsibility and your need to do appropriate due diligence in respect of the Services.

13.1. Except as otherwise expressly provided in these Terms, WaveSpeedAI provides the Services "as is" without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, non-infringement, or against hidden defects, to the fullest extent permitted by Law.

13.2. WaveSpeedAI and

Except as otherwise expressly provided in these Terms, WaveSpeedAI provides the Services "as is" without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, non-infringement, or against hidden defects, to the fullest extent permitted by Law.

13.3. WaveSpeedAI and its licensors do not guarantee the Services will be reliable, uninterrupted, error-free, or that all errors will be corrected.

13.4. The Parties acknowledge that the Services utilize Third-Party Offerings that WaveSpeedAI has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. Third-Party Offerings may not be warranted in any manner by such third parties, and the development of the Third-Party Offerings may have infringed rights of Parties, or may have utilized materials subject to copyright without express consent by the copyright holders in jurisdictions where such consent requirements were required. WaveSpeedAI disclaims that any Third-Party Offerings or other third-party material shall be in compliance with Laws. WaveSpeedAI encourages its Customers to ensure that Output generated by the Services are in fact not subject to third-party copyright rights, by human review if necessary, as models are capable of generating content which may include copyrighted materials.

13.5. The Parties further acknowledge that areas of Law which apply to the Services are evolving rapidly in various jurisdictions. WaveSpeedAI’s compliance with Laws in one jurisdiction may not necessarily result in compliance in all jurisdictions.

13.6. WaveSpeedAI further disclaims any and all warranties arising from course of dealing or usage of trade. No advice or information, whether oral or written, obtained from WaveSpeedAI or its employees or contractors, including guidance provided in the Documentation, will create any warranty not expressly stated in these Terms.

WaveSpeedAI does not monitor or police documents, Customer data, and other information entered into the Services, or Outputs generally by third-party models, and WaveSpeedAI is not responsible for the content therein or Output therefrom.

The Services are capable of generating some content that is inappropriate, offensive, illegal in certain jurisdictions, suggestive, pornographic, lascivious, violent, graphic, or related to fetishes and/or not suitable for children. WaveSpeedAI does not condone or in any way encourage such content creation, provided WaveSpeedAI does not monitor the creation of such or any content specifically for unacceptability. Customer acknowledges that all content Output by the Services and Third-Party Offerings due to Customer’s use is Customer’s to manage and, as appropriate, delete, quarantine, and prevent from further distribution and dissemination.

13.7. We are not responsible for any fraud, willful misconduct, or other use issues which may arise in respect of your account and the improper use of your log-in credentials. Customers are responsible for monitoring their accounts and protecting their Login Credentials.

13.8. WaveSpeedAI is not liable, directly or indirectly, for any damages or Loss arising from the use of third-party content or services accessible through any such third-party offerings, websites, or services available through the Services.

13.9. This disclaimer does not affect any warranties that cannot be excluded or limited under applicable Law.

14. Suspension & Termination

14.1. These Terms begin when you first create an account or accept them through any action on our Website and remain effective while you use the Services, unless earlier terminated in accordance with this Section 13.

14.2. Termination by WaveSpeedAI. If you have breached any provision of these Terms, if WaveSpeedAI is required to do so by Law, or if it is commercially impractical for WaveSpeedAI to provide the Services, WaveSpeedAI shall at its discretion, immediately and without notice, suspend or terminate any of the Services provided to you.

14.3. Termination by You. Other than the clauses noted under Section 13.5, these Terms shall not apply to you upon the earlier of the termination or deletion of Customer's account and in case Customer is an entity, each of its Authorized Users' accounts.

14.4. Effect of Termination. If Services are terminated for any reason, your use rights shall cease, and you may not be able to access your account and all related information or files associated with or inside your account may be deleted. WaveSpeedAI will not have any liability whatsoever for any suspension or termination.

14.5. Notwithstanding the termination or expiration of these Terms, any provisions of these Terms that by their nature should survive termination or expiration will continue in full force and effect subsequent to and notwithstanding such termination or expiration until they are satisfied or by their nature expire. This includes, but is not limited to, this Section 13.5, Sections 2, 10, 11, 12, 14, 15, and 16 of these Terms and any other obligations that may reasonably be expected to be performed or observed after such termination or expiration.

15. Indemnification

15.1. Customer shall indemnify, defend, and hold harmless WaveSpeedAI and its officers, directors, employees, agents, successors, and assigns (each, a "WaveSpeedAI Indemnitee") from and against any and all Losses incurred by such WaveSpeedAI Indemnitee resulting from Customer's use of the Services, including in respect of any Action that relates to or arises out of or results from:

  • Customer Data, including any Inputs, Outputs, and processing of Customer Data by a Model;
  • breach of Third Party Terms;
  • any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer;
  • allegation of facts that, if true, would constitute Customer's breach of any of its representations, warranties, covenants, or obligations under these Terms;
  • negligence, or more culpable act or omission (including recklessness or willful misconduct) by Customer, any Authorized User, or any third party on behalf of Customer, in connection with these Terms.

15.2. Customers are responsible for handling legal Actions with their own counsel at their own expense, and WaveSpeedAI may join the defense if needed. Customer shall not settle any Action on any terms or in any manner that adversely affects the rights of a WaveSpeedAI Indemnitee without such party's prior written consent, which shall not be unreasonably withheld or delayed. If Customer fails or refuses to assume control of the defense of such Action, WaveSpeedAI Indemnitees shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to Customer, in each case in such manner and on such terms as the WaveSpeedAI Indemnitees may deem appropriate. The WaveSpeedAI Indemnitee's failure to perform any obligations under this Section 14.2 will not relieve Customer of its obligations under this Section 14, except to the extent that the Customer can demonstrate that it has been materially prejudiced as a result of such failure.

15.3. If the Services are, or in WaveSpeedAI's opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer's use of the Services is enjoined or threatened to be enjoined, Customer's only remedy is to stop using the Services and close their account.

16. Limitation of Liability

16.1. To the maximum extent permitted by Law, in no event shall WaveSpeedAI or any of its licensors be liable under or in connection with these Terms or their subject matter under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, or otherwise, for any: (a) loss of use, business, revenue, or profit, or diminution in value; (b) impairment, inability to use, loss, interruption, or delay of the Services (other than through the issuance of applicable service credits); (c) loss, damage, corruption, or recovery of data, or breach of data or system security; (d) cost of replacement services; (e) loss of goodwill or reputation; or (f) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages, regardless of whether such Parties were advised of the possibility of such Losses or damages or whether such Losses or damages were otherwise foreseeable, and notwithstanding the failure of any agreed or other remedy to achieve its essential purpose.

16.2. To the maximum extent permitted by Law, in no event will WaveSpeedAI's aggregate liability arising out of or related to these Terms, whether arising under or related to breach of contract, tort (including negligence), strict liability, or any other legal or equitable theory, exceed the lower of: (i) the total amounts paid or payable to WaveSpeedAI under these Terms by Customer in the 6-month period preceding the event giving rise to the claim; or (ii) US$100. The foregoing limitations apply even if any remedy fails of its essential purpose.

16.3. The Laws of certain jurisdictions do not permit us to limit certain damages as set forth above in this Section 15. If these Laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply, and you may have additional rights.

16.4. Notwithstanding any other provision herein, these Terms do not entitle you to any remedy from our licensors. Unless you enter into a direct agreement with them, such licensors shall have no liability to you for any direct or indirect damages.

17. General

17.1. These Terms, as and if applicable, constitute the complete and exclusive agreement between WaveSpeedAI and Customers concerning the use of the Services and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of these Terms..

17.2. These Terms shall be governed by the Laws of the Singapore, exclusive of its choice of law rules. Any Law which provides that the language of a contract shall be construed against the drafter will not apply to these Terms. This paragraph will be interpreted as broadly as applicable law permits.

17.3. Except for any controversy, allegation, or claim that arises out of or relates to our intellectual property rights or requires us to seek an injunction against Customer (each of which may be sought by WaveSpeedAI in any court of competent jurisdiction) to prevent any imminent harm against WaveSpeedAI or its users or licensors, any dispute or claim arising out of or related to these Terms (collectively "Excluded Claims"), any dispute arising out of or inconnection with these Terms, including any question regarding its existence,validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The language of the arbitration shall be English.

17.4. To the fullest extent permitted by Law, no arbitration or claim under these Terms shall be joined to any other arbitration or claim, including any arbitration or claim involving any other current or former user of our Services, and no class arbitration proceedings shall be permitted. Customer agrees to waive any right to commence or participate in any class action against WaveSpeedAI related to any claim and, where applicable, Customer also agrees to opt out of any class proceedings against WaveSpeedAI.

17.5. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this arbitration agreement, including any contention that all or any part of this arbitration agreement is void or voidable.

17.6. If any provision of this arbitration clause is found to be unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced.

17.7. This arbitration and no class action clause shall be effective upon acceptance by Customer of these Terms and shall survive the termination or expiration of these Terms.

17.8. WaveSpeedAI may amend these Terms at any time by posting the amended terms on this site. It is your responsibility to review these Terms periodically. Your continued use of the Service following the posting of revised Terms means that you accept and agree to the changes. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

17.9. WaveSpeedAI's waiver of any default or breach of these Terms will not constitute a waiver of any other or subsequent default or breach. In the event any provision of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect. The headings in these Terms are for the convenience of reference only and have no legal effect.

17.10. Customers may send us any material notice via email to support@wavespeed.ai.