OpenLake Technologies Terms of Service

These Terms of Service (“Terms”) are a legally binding agreement between the person or entity that accesses or uses the Services (“Customer,” “you,” or “your”) and Concierge AI, Inc., registered office at Delaware, USA (“OpenLake,” “we,” “us,” or “our”).

By creating an Account, obtaining or using an API key, clicking to accept these Terms, placing an Order, or otherwise accessing or using the Services, you agree to these Terms. If you do not agree, do not access or use the Services.

1. Agreement and scope

1.1 Scope. These Terms govern access to and use of OpenLake’s websites, console, application programming interfaces, hosted model inference, related software, documentation, support, and other services identified in an Order or made available under an Account (collectively, the “Services”).

1.2 Business use. The Services are intended primarily for business and professional use. If you use the Services for an organization, you represent that you have authority to bind that organization, and “Customer” means that organization.

1.3 Additional terms. An order form, enterprise agreement, service-level agreement, data processing addendum, model-specific policy, acceptable use policy, or other written agreement expressly accepted by OpenLake may supplement these Terms. If there is a conflict, the negotiated agreement or Order controls for the subject it addresses, followed by any applicable data processing addendum, and then these Terms.

2. Definitions

“Account” means the account through which Customer accesses the Services.

“API” means an application programming interface, endpoint, SDK, credential mechanism, or related interface OpenLake makes available.

“Customer Application” means a product, service, workflow, or application that Customer develops or operates using the Services.

“Customer Content” means Inputs and Outputs, excluding OpenLake Technology and Usage Data.

“Input” means prompts, messages, files, images, instructions, tool definitions, or other data submitted to the Services by or for Customer.

“Order” means an online purchase, order form, statement of work, or other ordering document for Services.

“Output” means content generated and returned by the Services in response to an Input.

“OpenLake Technology” means the Services, APIs, software, documentation, systems, designs, and related technology owned or licensed by OpenLake, excluding Customer Content.

“Usage Data” means technical and operational data about use of the Services, such as timestamps, model identifiers, token counts, latency, error codes, capacity data, and security events, excluding the substantive content of Inputs and Outputs.

3. Eligibility and authority

3.1 Age and permission. You may use the Services if applicable law permits you to do so. If you are not legally able to agree to these Terms on your own, your parent or legal guardian must review and accept these Terms on your behalf and authorize your use. OpenLake may request reasonable proof of age or authorization where required by law.

3.2 Authority. If you accept these Terms for an organization, you represent that you have authority to do so and that the organization is responsible for your activity and the activity of its authorized users.

3.3 Sanctions and eligibility. You represent that you are not prohibited from using the Services under applicable trade, sanctions, export-control, or other laws.

4. Accounts and API keys

4.1 Registration. Customer must provide accurate, current, and complete registration and billing information and keep it updated.

4.2 Credential security. Customer is responsible for safeguarding Accounts, API keys, access tokens, and other credentials; restricting access to authorized users; and promptly notifying OpenLake at contact@theopenlake.com of suspected compromise.

4.3 Activity. Customer is responsible for activity performed through its Account or credentials, except to the extent caused by OpenLake’s breach of these Terms. OpenLake may treat a request authenticated with Customer’s credentials as authorized by Customer.

4.4 No credential transfer. Customer may not sell, publish, transfer, or share raw API credentials outside its organization or Customer Applications. Authorized integration partners, including an approved routing or marketplace partner, may use credentials only under a written arrangement with Customer and OpenLake.

5. Services and service changes

5.1 Access right. Subject to these Terms and payment of applicable fees, OpenLake grants Customer a limited, non-exclusive, non transferable right during the applicable term to access and use the Services for Customer’s internal business purposes and Customer Applications.

5.2 API documentation. Customer will follow OpenLake’s documentation, technical requirements, model limits, and reasonable instructions concerning the Services.

5.3 Changes. OpenLake may update the Services, models, endpoints, limits, or documentation. OpenLake will use commercially reasonable efforts to provide advance notice of a material change that substantially reduces paid functionality, unless urgent security, legal, third-party, or operational circumstances make advance notice impracticable.

5.4 Beta services. Preview, evaluation, experimental, or beta features may be changed or discontinued at any time and are provided without service commitments. Customer should not use them for production workloads unless OpenLake agrees otherwise in writing.

5.5 No implied SLA. Unless an Order expressly states otherwise, OpenLake does not guarantee any specific availability, latency, throughput, capacity, model continuity, or service level.

6. Orders, fees, taxes, and billing

6.1 Fees. Customer will pay the fees shown in the console, pricing page, or applicable Order. Usage based fees are calculated using OpenLake’s metering records, including applicable input, output, cache, image, request, or other units.

6.2 Pricing changes. OpenLake may change public pricing prospectively. Unless immediate action is required by law or a third-party model provider, material increases for an active paid service will take effect after reasonable notice. Pricing in an active signed Order remains governed by that Order.

6.3 Taxes. Fees exclude applicable sales, use, value added, withholding, and similar taxes. Customer is responsible for taxes associated with its purchase, excluding taxes based on OpenLake’s net income.

6.4 Payment and disputes. Customer authorizes OpenLake and its payment processors to charge applicable fees. Customer must notify OpenLake of a good faith billing dispute within 30 days after the relevant charge or invoice.

6.5 Overdue amounts. OpenLake may suspend paid Services for undisputed overdue amounts after providing notice and a reasonable opportunity to cure, except where fraud, chargeback abuse, or material credit risk requires immediate action.

7. Customer Content and Outputs

7.1 Customer rights. As between Customer and OpenLake, Customer retains all rights it has in Inputs. To the extent permitted by applicable law and subject to any third party model terms, OpenLake does not claim ownership of Outputs generated for Customer.

7.2 Limited processing license. Customer grants OpenLake a worldwide, non exclusive, limited license to host, copy, transmit, format, and otherwise process Customer Content only as reasonably necessary to provide, secure, maintain, troubleshoot, and support the Services; comply with law; enforce these Terms; and perform other processing disclosed in the Privacy Policy or agreed in writing.

7.3 Customer responsibility. Customer is responsible for its Inputs, its use of Outputs, and any Customer Applications it operates. Customer represents that it has all rights and permissions necessary to submit Inputs and permit OpenLake to process them as described in these Terms.

7.4 Commercial use. Subject to these Terms, applicable law, and any third-party model terms disclosed for the relevant model, Customer may use Outputs for commercial purposes and may incorporate the Services and Outputs into Customer Applications.

7.5 Output similarity and ownership limits. Outputs may not be unique, and other users may receive similar content. OpenLake makes no representation that copyright or other intellectual-property rights arise in any Output. Customer is responsible for assessing and securing any rights required for its intended use.

8. Data handling, privacy, and no training

8.1 Storage and processing. OpenLake stores and otherwise processes Customer Content, including Inputs and Outputs, for the purposes and retention periods described in the Privacy Policy, any applicable data policy, and any Data Processing Addendum. Those documents must accurately describe OpenLake’s then-current production practices.

8.2 No training without opt-in. OpenLake will not use Customer Content, including Inputs or Outputs, to train or fine-tune an artificial intelligence or machine-learning model unless Customer separately and affirmatively opts in through a written agreement or an unambiguous product control.

8.3 Operational data. OpenLake may collect and use Usage Data to meter and bill the Services, maintain security, prevent abuse, monitor reliability and performance; provide support; plan capacity, and improve the operation of the Services. OpenLake may use aggregated or de-identified Usage Data that does not identify Customer or contain Customer Content for lawful business purposes.

8.4 Personal data. Each party will comply with applicable data-protection law. If OpenLake processes personal data on Customer’s behalf and applicable law requires a processor agreement, the parties will enter into OpenLake’s Data Processing Addendum.

8.5 Children’s and sensitive data. OpenLake may process personal data relating to users who are minors under applicable law as permitted by that law and as described in the Privacy Policy. Where parental or guardian consent is legally required, that consent must be provided before the relevant processing. OpenLake may use reasonable age-assurance and consent-verification measures. Unless expressly permitted in an Order or documentation, Customer will not submit regulated health information, payment-card data, government identification numbers, passwords, biometric identifiers, or other highly sensitive personal data to the Services.

8.6 Legal requests. OpenLake may preserve, use, or disclose information where reasonably necessary to comply with law, legal process, or binding government requests; protect rights or safety; investigate fraud or abuse; or enforce these Terms. Where legally permitted, OpenLake will provide notice of a request directed at Customer data.

9. Acceptable use

9.1 General obligation. Customer will use the Services only in compliance with applicable law, these Terms, documentation, and any published Acceptable Use Policy.

9.2 Customer will not use the Services to:

• violate law or another person’s rights, including privacy, publicity, intellectual-property, or contractual rights;

• create, upload, or distribute child sexual abuse material or content that sexually exploits or endangers minors;

• facilitate malware, credential theft, phishing, denial-of-service attacks, unauthorized access, or other harmful cyber activity;

• generate or disseminate unlawful threats, targeted harassment, or instructions intended to cause imminent physical harm;

• make fully automated decisions in high-impact areas such as employment, credit, housing, insurance, education, legal services, or medical treatment where prohibited by law or without required human review and safeguards;

• misrepresent AI-generated content as human-generated where disclosure is required by law;

• circumvent rate limits, safety controls, access controls, usage restrictions, or technical protections;

• probe or test the vulnerability of the Services without OpenLake’s prior written authorization;

• reverse engineer or attempt to derive non-public source code, model weights, system prompts, or underlying components except where applicable law prohibits this restriction; or

• use the Services in a manner that materially interferes with the Services or other customers’ use.

9.3 Safeguards. Customer will maintain safeguards appropriate for its use of the Services and any Customer Applications it operates.

10. Third-party models and services

10.1 Third-party technology. The Services may provide access to models, model weights, software, data, infrastructure, payment services, authentication services, or other technology provided by third parties.

10.2 Model specific terms. Customer’s use of a particular model may be subject to the model provider’s license, acceptable use policy, model card, or other disclosed conditions. Customer will comply with applicable model-specific conditions.

10.3 Availability. Third party providers may change, restrict, or discontinue models or services. OpenLake is not responsible for third party acts or omissions, but will use commercially reasonable efforts to communicate material changes affecting paid Services.

10.4 Routing partners. Where Customer accesses OpenLake through an approved inference router, marketplace, or reseller, that intermediary may impose its own terms. Those terms govern Customer’s relationship with the intermediary; these Terms govern Customer’s direct use of OpenLake to the extent applicable.

11. OpenLake intellectual property and feedback

11.1 OpenLake Technology. OpenLake and its licensors retain all rights in OpenLake Technology, including all improvements, modifications, and derivative works. No rights are granted except as expressly stated in these Terms.

11.2 Restrictions. Except as expressly permitted, Customer may not copy, modify, distribute, sell, lease, sublicense, or create derivative works of OpenLake Technology, remove proprietary notices, or use OpenLake marks without written permission.

11.3 Feedback. If Customer voluntarily provides suggestions or feedback about the Services, OpenLake may use it without restriction or compensation, provided OpenLake does not identify Customer publicly without permission.

12. Confidentiality

12.1 Confidential Information. “Confidential Information” means non public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or reasonably should be understood as confidential. Customer Content is Customer’s Confidential Information. OpenLake’s non-public product, security, pricing, and technical information is OpenLake’s Confidential Information.

12.2 Protection and use. Recipient will use Confidential Information only to exercise rights and perform obligations under the agreement and will protect it using at least reasonable care. Recipient may disclose it only to personnel, contractors, professional advisers, and subprocessors who need access and are bound by confidentiality obligations.

12.3 Exclusions. Confidential Information excludes information Recipient can document: was lawfully known without restriction; becomes public without breach; is received lawfully from a third party without confidentiality duty; or is independently developed without use of Confidential Information.

12.4 Compelled disclosure. Recipient may disclose Confidential Information as required by law after providing notice where legally permitted and reasonable assistance, at Discloser’s expense, if Discloser seeks protective treatment.

13. Security

13.1 Security programme. OpenLake will maintain administrative, technical, and organizational safeguards reasonably designed to protect Customer Content against unauthorized access, use, alteration, and disclosure, considering the nature of the Services and information involved.

13.2 Customer safeguards. Customer will configure and use the Services securely, protect credentials, apply least-privilege access, maintain secure Customer Applications, and promptly remediate vulnerabilities within Customer’s control.

13.3 No absolute security. No service or transmission method is completely secure. OpenLake does not warrant that unauthorized third parties will never defeat security measures, but this does not limit any obligation that cannot lawfully be excluded.

14. Rate limits, suspension, and service protection

14.1 Limits. OpenLake may apply documented or reasonable rate, concurrency, token, capacity, geographic, or other limits to protect the Services, comply with law, enforce an Order, or allocate capacity fairly.

14.2 Temporary suspension. OpenLake may suspend or restrict access if reasonably necessary to address a security incident, suspected fraud, unlawful use, material breach, risk to the Services or others, non-payment, or third-party provider restriction.

14.3 Notice and restoration. Where practicable, OpenLake will notify Customer of a suspension and limit its scope and duration. OpenLake will restore access when the underlying issue is resolved to OpenLake’s reasonable satisfaction.

15. AI and service disclaimers

15.1 AI limitations. Machine-generated Outputs may be inaccurate, incomplete, offensive, biased, non-unique, or unsuitable for Customer’s purpose. Customer is responsible for evaluating Outputs, applying appropriate human review, and deciding whether and how to use them.

15.2 Professional advice. Outputs are not a substitute for qualified legal, medical, financial, engineering, or other professional advice. Customer will not rely on Outputs as the sole basis for decisions where an error could materially affect a person’s rights, health, safety, or finances.

15.3 Service disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, OUTPUTS, AND BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” OPENLAKE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

15.4 No guaranteed result. OpenLake does not warrant that the Services will be uninterrupted, error-free, secure, or meet Customer’s requirements, or that Outputs will be accurate, lawful, or non-infringing. Any express warranty must appear in an Order signed by OpenLake.

16. Indemnification

16.1 Customer indemnity. Customer will defend OpenLake and its affiliates, officers, directors, and personnel against a third-party claim arising from: (a) Customer Content or a Customer Application; (b) Customer’s unlawful use of the Services; or (c) Customer’s material breach of Sections 7, 8, or 9, and will pay finally awarded damages and reasonable settlement amounts.

16.2 Procedure. The indemnified party will provide prompt notice, reasonable cooperation at the indemnifying party’s expense, and control of the defence and settlement, except the indemnifying party may not settle a claim in a manner that admits fault or imposes non-monetary obligations on the indemnified party without consent.

16.3 Enterprise protection. Any OpenLake intellectual-property indemnity or enhanced protection will apply only if stated in a signed enterprise Order or agreement.

17. Limitation of liability

17.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING FROM OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY.

17.2 Allocation of risk. The fees and other provisions reflect this allocation of risk, and the limitations apply to the maximum extent permitted even if a remedy fails of its essential purpose.

18. Term, termination, and effect of termination

18.1 Term. These Terms begin when Customer first accepts them or uses the Services and continue until terminated.

18.2 Termination by Customer. Customer may stop using the Services and close its Account subject to any active Order, committed spend, outstanding fees, and applicable cancellation policy.

18.3 Termination for cause. Either party may terminate an applicable agreement if the other materially breaches it and does not cure the breach within 30 days after written notice, unless the breach cannot be cured.

18.4 Immediate termination. OpenLake may terminate immediately for unlawful use, fraud, serious security risk, repeated material violations, insolvency where permitted, or where continuing the Services would violate law or third-party obligations.

18.5 Effect. On termination, Customer’s access ends and all outstanding amounts become due. OpenLake will handle Customer Content after termination according to the Privacy Policy, applicable Order, and Data Processing Addendum.

18.6 Survival. Sections concerning accrued payment obligations, Customer Content rights, confidentiality, disclaimers, indemnification, liability, disputes, and general provisions survive as necessary to give them effect.

19. Governing law and disputes

19.1 Governing law. These Terms are governed by the laws of Delaware, United States, excluding conflict of law rules.

19.2 Good faith resolution. Before filing a formal proceeding, each party will attempt in good faith for at least 30 days to resolve a dispute through written notice and discussions between authorized representatives.

19.3 Forum. Subject to Section 19.2, the parties submit to the exclusive jurisdiction and venue of the courts located in Delaware, United States.

19.4 Injunctive relief. Either party may seek temporary or injunctive relief in a court of competent jurisdiction to protect intellectual property, Confidential Information, security, or access to systems.

20. Changes to these Terms

20.1 Updates. OpenLake may update these Terms from time to time. The revised Terms will state a new effective date.

20.2 Material changes. For a material change that adversely affects Customer, OpenLake will provide reasonable notice through the Account, email, website, or another appropriate channel. Changes will apply prospectively unless law requires otherwise.

20.3 Acceptance. Continued use after an updated version becomes effective constitutes acceptance. If Customer does not agree, Customer must stop using the affected Services, subject to any active Order and applicable termination rights.

21. General provisions

21.1 Notices. Legal notices must be in writing and sent to the contact specified in an Order or, for OpenLake, to contact@theopenlake.com. Operational notices may be delivered electronically.

21.2 Assignment. Customer may not assign these Terms without OpenLake’s prior written consent, except in connection with a merger or sale of substantially all relevant assets where the assignee is not a competitor and assumes the obligations. OpenLake may assign these Terms to an affiliate or successor in connection with a reorganization, merger, acquisition, or asset sale.

21.3 Subcontractors. OpenLake may use affiliates and subcontractors to provide the Services and remains responsible for their performance to the extent required by these Terms and applicable law.

21.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations, provided the affected party uses reasonable efforts to mitigate the impact.

21.5 Independent parties. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, franchise, or employment relationship.

21.6 No third-party beneficiaries. Except as expressly stated, these Terms do not give rights to any third party.

21.7 Waiver and severability. A waiver must be in writing and applies only to the specific instance. If a provision is unenforceable, it will be modified to the minimum extent necessary, and the remainder remains effective.

21.8 Entire agreement. These Terms and documents expressly incorporated or agreed under Section 1.3 form the entire agreement concerning their subject and supersede prior or contemporaneous communications on that subject.

21.9 Interpretation. Headings are for convenience. “Including” means “including without limitation.” Electronic records and signatures have the same effect as paper originals where permitted by law.

22. Contact information

22.1 Questions, notices, and complaints concerning these Terms may be sent to:

Email: contact@theopenlake.com

Website: https://www.theopenlake.com