Moondream Cloud Service Terms of Service

2.1 Account Creation

To access the Service, you must create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

2.2 Eligibility

You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant that you are at least 18 years of age.

2.3 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify M87 Labs immediately of any unauthorized use of your account or any other breach of security.

3.1 Pricing

Fees for the Service are set forth on our pricing page, the order form or in a separate agreement between you and M87 Labs. We reserve the right to change our fees upon notice.

3.2 Payment

You agree to pay all fees in accordance with the payment terms in effect when a fee is due. If your payment cannot be completed, we may suspend or terminate your access to the Service.

3.3 Taxes

You are responsible for paying any applicable taxes, including sales, use, and value-added taxes.

4.1 License Grant

Subject to your compliance with these Terms, M87 Labs grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your internal business or personal purposes.

4.2 Use Restrictions

You shall not, and shall not permit any third party to:

• Use the Service to develop, train, or improve any machine learning models that compete with M87 Labs or any of its products or services, including Moondream, except through the Service's Fine-Tuning Features to create, train, or use Customer Adapters for Customer's internal business or personal purposes in accordance with these Terms;
• Use the Service to create, upload, or distribute content that is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, or otherwise objectionable;
• Interfere with or disrupt the integrity or performance of the Service;
• Attempt to gain unauthorized access to the Service or its related systems or networks;
• Use the Service in a manner that exceeds rate limits or constitutes excessive or abusive usage;
• Use the Service for any purpose that violates applicable laws or regulations;
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service;
• Modify, translate, or create derivative works based on the Service;
• Access the Service for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes;
• Remove any proprietary notices or labels from the Service; or
• License, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Service or any portion of the Service.

5.1 Customer Content

You retain all rights to any content, data, text, images, files, or other materials that you upload, transmit, or otherwise make available through the Service ("Customer Content"). Customer Content does not include Usage Data or Feedback (as each is defined below).

5.2 License to Customer Content; No M87 Labs Training Use

(a) License. You grant M87 Labs a worldwide, non-exclusive, royalty-free, sublicensable (solely as set forth below) license to host, reproduce, process, transmit, display, and otherwise use Customer Content solely as necessary to provide, maintain, secure, and support the Service for you, including to generate Outputs and to provide any Customer-initiated fine-tuning features described in Section 5.4. M87 Labs may sublicense the foregoing rights only to its affiliates and subprocessors that are performing services on M87 Labs' behalf, and only to the extent necessary for them to provide the Service, provided they are bound by confidentiality and data protection obligations at least as protective as those in these Terms.

(b) No Training Use by M87 Labs. For purposes of these Terms, "Train" means to train, fine-tune, distill, perform reinforcement learning (including RLHF/RLAIF or similar methods), or otherwise modify or improve model parameters/weights. M87 Labs will not use Customer Content or Outputs to Train any model or adapter that is made generally available by M87 Labs (including the base Moondream models), or to Train any model or adapter for the benefit of any third party, except where you explicitly opt in under a separate written agreement.

(c) Retention. M87 Labs will not retain Customer Content longer than necessary to provide the Service to you or to comply with its legal obligations.

5.3 Service Outputs

As between you and M87 Labs, you own all rights to the outputs generated by the Service based on the Customer Content ("Outputs"). Outputs, once generated, shall be deemed Customer Content for the purposes of these Terms. Notwithstanding the foregoing, given the nature of the Service, you acknowledge that:

• Outputs may not be unique across users and the Service may generate the same or similar output for another user under similar terms; and
• M87 Labs does not represent or warrant that the Outputs are protectible by any intellectual property rights under applicable law.

However, M87 Labs retains all rights in and to the Service (including any underlying Moondream models) and any improvements thereto, including those improvements made based on Feedback and Usage Data.

5.4 Customer-Initiated Fine-Tuning / Reinforcement Learning (Optional Features)

If the Service includes features that allow you to fine-tune, perform reinforcement learning, or otherwise customize Moondream for your use (including via LoRA or other adapter techniques) (the "Fine-Tuning Features"), then the following applies:

• (a) Customer Fine-Tuning Data. You may submit Customer Content, Outputs, and/or other data such as labels, rankings, preferences, evaluation sets, or other training signals in connection with the Fine-Tuning Features (collectively, "Customer Fine-Tuning Data"). Customer Fine-Tuning Data will be treated as Customer Content under these Terms.
• (b) Customer Adapters. The Fine-Tuning Features may produce customized artifacts such as adapter weights, LoRA weights, checkpoints, or similar outputs (collectively, "Customer Adapters"). Customer Adapters will be treated as Customer Content under these Terms.
• (c) Limited Purpose. You instruct M87 Labs to process Customer Fine-Tuning Data solely to Train, evaluate, host, and operate Customer Adapters for your use as part of providing the Service. M87 Labs will not use Customer Fine-Tuning Data or Customer Adapters to Train any model or adapter that is made generally available by M87 Labs (including the base Moondream models), or to Train any model or adapter for the benefit of any other customer or third party, except where you explicitly opt in under a separate written agreement.
• (d) Ownership. As between you and M87 Labs, you own all right, title, and interest in Customer Adapters. To the extent M87 Labs may have any right, title or interest in Customer Adapters, M87 Labs hereby assigns (and will cause its personnel to assign) such right, title and interest to you. For clarity, M87 Labs retains all rights in and to the Service and the underlying base Moondream models and infrastructure, and no rights in the Service are transferred to you by virtue of any Customer Adapter.
• (e) Access. Customer Adapters and Customer Fine-Tuning Data will be accessible only to you and your authorized users within the Service, subject to the Service's functionality and your account permissions.
• (f) Retention/Deletion. M87 Labs will retain Customer Fine-Tuning Data and Customer Adapters only as long as necessary to provide the Fine-Tuning Features (or as otherwise configured by you in the Service) and will delete them within a commercially reasonable time after you delete them through the Service or request deletion, subject to legal obligations and routine backup/archiving practices.

5.5 Responsibility for Customer Content

You are solely responsible for the Customer Content and the consequences of uploading, publishing, or otherwise making the Customer Content available through the Service. You represent and warrant that:

• You own or have obtained all necessary rights, licenses, consents, and permissions to use and authorize M87 Labs to use the Customer Content as necessary to provide the Service;
• the Customer Content does not and will not violate these Terms or any applicable law or regulation;
• the Customer Content does not infringe or misappropriate any intellectual property right or other proprietary right, including the right of publicity or privacy, of any person or entity;
• the Customer Content is not unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, pornographic, offensive, or profane; and
• the Customer Content does not contain any sensitive personal information, whether related to yourself or to other individuals, including financial, medical, or health data, government IDs, passport numbers, social security numbers, other government identifiers or data regarding children.

5.6 Content Monitoring

M87 Labs reserves the right, but does not assume the obligation, to monitor or review the Customer Content. We may remove or disable access to any Customer Content that we determine, in our sole discretion, violates these Terms or is otherwise objectionable.

5.7 Data Protection Laws

You agree to comply with all applicable data protection and privacy laws, including without limitation the General Data Protection Regulation (GDPR), when using the Service. You agree that you are solely responsible for obtaining all necessary consents and providing all necessary notices to data subjects whose data you upload or process using the Service. You shall not use the Service to process biometric data, personal data of children, or other special categories of personal data as defined under applicable data protection laws without M87 Labs' prior written consent.

6.1 M87 Labs Intellectual Property

The Service, including all intellectual property rights therein, is and will remain the property of M87 Labs and its licensors. These Terms do not grant you any right, title, or interest in the Service, any component thereof, or any content provided by M87 Labs.

6.2 Feedback

If you provide feedback, suggestions, or recommendations regarding the Service ("Feedback"), M87 Labs may use such Feedback without restriction or obligation to you. For clarity, Feedback does not include Customer Content, Outputs, Customer Fine-Tuning Data, or Customer Adapters.

6.3 Usage Data

M87 Labs may generate or collect general performance and usage data about your use of the Service and the performance of the Service (such as technical logs, feature usage, reliability metrics, and aggregated operational analytics) ("Usage Data") and may use such Usage Data to operate, improve, analyze, and support the Service and for other lawful business purposes.

Usage Data does not include Customer Content, Outputs, Customer Fine-Tuning Data, or Customer Adapters.

6.4 Trademarks

"M87 Labs," "Moondream," and our logos and brand names are trademarks owned by M87 Labs (the "Marks"). These Terms do not give you any right to use our Marks.

You may make truthful statements like "works with Moondream" or "built on Moondream," as long as you do not suggest that M87 Labs sponsors, endorses, or is affiliated with you.

Without our prior written permission, you may not:

• (a) use any Mark (or anything confusingly similar) in your company name, product name, app name, logo, domain name, or social media handle;
• (b) use our logos or other brand graphics;
• (c) register or try to register any Mark (or anything confusingly similar) as a trademark, domain, or handle; or
• (d) remove or obscure trademark or proprietary notices on the Service.

Any other trademarks that appear in the Service belong to their respective owners.

7.1 Data Security

M87 Labs will implement and maintain appropriate technical and organizational measures designed to protect the Customer Content from unauthorized access, use, alteration, or disclosure.

7.2 Privacy Policy

Unless specified otherwise in an order form or other ordering agreement, your use of the Service is subject to M87 Labs' Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to the collection, use, and disclosure of the Customer Content and personal information as described in the Privacy Policy.

8.1 Mutual Representations and Warranties

Each party represents and warrants that:

• It has the legal power and authority to enter into these Terms; and
• It will comply with all applicable laws and regulations in its performance under these Terms.

8.2 M87 Labs Representations and Warranties

M87 Labs represents and warrants that it will provide the Service in a professional manner consistent with general industry standards.

8.3 Disclaimer and Service Availability

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE AND ANY OUTPUT IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. M87 LABS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, INCLUDING WITH RESPECT TO THE SERVICE OR THE OUTPUT. M87 LABS DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. M87 LABS DOES NOT WARRANT THAT THE OUTPUTS ARE ACCURATE OR COMPLETE. M87 LABS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

8.4 AI Disclaimer

YOU ACKNOWLEDGE AND ACCEPT THAT THE SERVICE IS AI TECHNOLOGY, AND THAT AI TECHNOLOGY MAY PROVIDE OUTPUT THAT IS INACCURATE OR INAPPROPRIATE AS A RESPONSE TO THE INPUT PROVIDED. YOU ACKNOWLEDGE AND AGREE THAT IT IS YOUR RESPONSIBILITY TO EVALUATE THE SUITABILITY, APPROPRIATENESS AND ACCURACY FOR THE APPLICABLE USE CASE OF A GIVEN OUTPUT, AND THAT YOU ARE SOLELY RESPONSIBLE FOR THE USE OF THE OUTPUT AND DECISIONS MADE BASED ON ANY OUTPUTS. M87 LABS DOES NOT REPRESENT OR WARRANT THAT YOU ARE THE LEGAL OWNER OF THE OUTPUT, OR THAT THE INPUT OR OUTPUT ARE PROTECTABLE BY ANY INTELLECTUAL PROPERTY RIGHTS, OR THAT THE OUTPUT DOES NOT INCORPORATE, INFRINGE OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY.

9.1 Exclusion of Certain Damages

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL M87 LABS BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT M87 LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICE, OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICE OR THIRD PARTIES, ON ANY THEORY OF LIABILITY, INCLUDING TO THE EXTENT RESULTING FROM:

• THE USE OR INABILITY TO USE THE SERVICE;
• ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE;
• UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
• STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR
• ANY OTHER MATTER RELATED TO THE SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY OF M87 LABS FOR (A) DEATH OR PERSONAL INJURY CAUSED BY M87 LABS' NEGLIGENCE; OR (B) ANY INJURY CAUSED BY M87 LABS' FRAUD OR FRAUDULENT MISREPRESENTATION.

9.2 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, M87 LABS SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (i) THE TOTAL AMOUNT PAID TO M87 LABS BY YOU DURING THE THREE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (ii) $100; OR (iii) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO LIABILITY OF M87 LABS FOR (A) DEATH OR PERSONAL INJURY CAUSED BY M87 LABS' NEGLIGENCE; OR (B) ANY INJURY CAUSED BY M87 LABS' FRAUD OR FRAUDULENT MISREPRESENTATION.

9.3 Basis of the Bargain

THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY EVEN IF M87 LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

9.4 Exclusion of Damages

CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

9.5 Content

M87 LABS ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY, ACCURACY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, OUTPUTS).

10.1 By You

You agree to indemnify, defend, and hold harmless M87 Labs, its affiliates, and their respective officers, directors, employees, agents, suppliers, and licensors from and against all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from:

• Your violation of these Terms;
• Your use of the Service;
• the Customer Content (including your use of the Outputs); or
• Your violation of any rights of another person or entity.

10.2 By M87 Labs

M87 Labs agrees to indemnify, defend, and hold harmless you from and against all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from a claim by a third party that the Service, when used as authorized under these Terms, infringes a U.S. patent, copyright, or trademark of such third party. Notwithstanding the foregoing, M87 Labs will have no obligation with respect to any infringement claim based upon:

• Any use of the Service not in accordance with these Terms;
• Any use of the Service in combination with other products, equipment, software, or data not supplied by M87 Labs;
• Any modification of the Service by any person other than M87 Labs or its authorized representatives; or
• the Customer Content.

11.1 Term

These Terms will remain in effect until terminated by either you or M87 Labs.

11.2 Termination by You

Unless you have agreed to a specific term length in a separate agreement (such as an order form or other ordering document with M87 Labs), you may terminate these Terms at any time by canceling your account and ceasing to use the Service. If you have agreed to a separate term length, you may only terminate these Terms following the conclusion of such agreed terms.

11.3 Termination by M87 Labs

M87 Labs may terminate these Terms or suspend your access to the Service at any time, with or without cause, and with or without notice.

11.4 Effect of Termination

• All licenses granted by M87 Labs will terminate;
• You must cease all use of the Service;
• Any outstanding payment obligations will become immediately due; and
• Sections that, by their nature, should survive termination will survive termination, including Sections 3, 4.2, 5, 6, 8.3, 8.4, 9, 10, 11.4, 12 and 13.

12.1 Export Controls

The Service may be subject to U.S. export control laws and regulations. You agree to comply with all applicable export laws and regulations, including but not limited to the Export Administration Regulations maintained by the U.S. Department of Commerce and trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control. You represent and warrant that you are not located in, under the control of, or a national or resident of any embargoed country or region.

12.2 AI Regulatory Compliance

You acknowledge that the use of AI technologies, including vision language models, may be subject to evolving regulations in various jurisdictions. You agree to comply with all applicable AI regulations when using the Service. M87 Labs reserves the right to modify the Service or these Terms as necessary to comply with changes in applicable laws and regulations.

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions.

13.2 Dispute Resolution

Any dispute arising out of or relating to these Terms or the Service shall be resolved exclusively in the state or federal courts located in Delaware, and you consent to the personal jurisdiction of such courts.

13.3 Entire Agreement

These Terms, together with any additional terms referenced herein, constitute the entire agreement between you and M87 Labs regarding the Service and supersede all prior agreements and understandings, whether written or oral.

13.4 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

13.5 No Waiver

The failure of M87 Labs to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

13.6 Assignment

You may not assign these Terms or any of your rights or obligations hereunder without M87 Labs' prior written consent. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. M87 Labs may, without your consent, freely assign and transfer these Terms, including any of its rights, obligations, or licenses granted under these Terms.

13.7 Force Majeure

M87 Labs shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, terrorism, war, civil unrest, labor disputes, or government actions.

13.8 Notices

Any notices to M87 Labs must be sent to our address at:

M87 Labs, Inc.

924A NW 52nd Street

Seattle, WA 98107

Email: contact@m87.ai

13.9 Modification of Terms

M87 Labs reserves the right to modify these Terms at any time. We will provide notice of material changes to these Terms by posting the revised Terms on our website and changing the "Last Updated" date above. Your continued use of the Service after such changes constitutes your acceptance of the revised Terms.