These Commercial Terms of Service (“Terms”) are an agreement between OK Software LLC (“OK Software,” “we,” “us,” or “our”) and you or the organization, company, or other entity that you represent (“Customer”). These Terms govern Customer’s use of the justdream API, the justdream Console, enterprise tools, or any other offerings provided by OK Software that reference these Terms (collectively, the “Services”). These Terms are effective on the earlier of the date that Customer first electronically consents to a version of these Terms and the date that Customer first accesses the Services (“Effective Date”). These Terms incorporate by reference our Service-Specific Terms.

Please note: You may not enter into these Terms on behalf of an organization, company, or other entity unless you have the legal authority to bind that entity. Services under these Terms are not for consumer use.

A. Services

1. Overview

Subject to these Terms, Customer may use the Services, including to make submissions to the Services (“Prompts”) and generate responses to its Prompts (“Outputs” and, together with Prompts, “Customer Content”).

2. Beta Services

OK Software may offer Services that are in pre-release, beta, or trial form (“Beta Services”). These Services are not suitable for production use and are provided “as-is” on a temporary basis. OK Software is not responsible for Customer’s use of or reliance on Beta Services.

3. Feedback

If Customer provides OK Software with feedback regarding the Services, OK Software may use that feedback at its own risk and without obligation to Customer.

4. Customer Content

As between the parties and to the extent permitted by applicable law, OK Software agrees that Customer owns all Outputs and disclaims any rights it receives to the Customer Content under these Terms. OK Software does not anticipate obtaining any rights in Customer Content under these Terms. Subject to Customer’s compliance with these Terms, OK Software hereby assigns to Customer its right, title, and interest (if any) in and to Outputs. OK Software will not train models on Customer Content from paid Services.

5. Data Privacy

If Customer submits personal data or personally identifiable information (collectively, “PII”) to the Services, the OK Software Data Processing Addendum in Exhibit A applies and is incorporated into these Terms by reference.

B. Trust and Safety; Restrictions

1. Compliance

Each party will comply with all laws applicable to the provision (for OK Software) and use (for Customer) of the Services, including any applicable data privacy laws.

2. Acceptable Use Policy

Customer may only use the Services in compliance with these Terms, including the Acceptable Use Policy (“AUP”), which is incorporated by reference into these Terms. Customer must use reasonable efforts to ensure the same of its customers or other end users (“Users”). Customer must cooperate with reasonable requests for information from OK Software to support compliance with its AUP.

3. Limitations of Outputs; Notice to Users

It is Customer’s responsibility to evaluate whether Outputs are appropriate for Customer’s use case, including where human review is appropriate, before using or sharing Outputs. Customer acknowledges, and must notify its Users, that factual assertions in Outputs should not be relied upon without independently checking their accuracy, as they may be false, incomplete, misleading, or not reflective of recent events or information.

4. Use Restrictions

Customer may not and must not attempt to:

• Access the Services to build a competing product or service, including to train competing AI models except as expressly approved by OK Software.
• Reverse engineer or duplicate the Services.
• Support any third party’s attempt at any of the conduct restricted in this section.

Customer and its Users may only use the Services in the countries and regions OK Software currently supports.

5. Security

Customer will promptly notify OK Software if Customer believes or knows that:

• The account it uses to access the Services has been compromised.
• Customer is subject to a denial of service or similar malicious attack that may negatively impact the Services.

C. Confidentiality

1. Confidential Information

The parties may share information identified as confidential, proprietary, or similar, or that a party would reasonably understand to be confidential or proprietary (“Confidential Information”). Customer Content is Customer’s Confidential Information.

2. Obligations of Parties

The receiving party (“Recipient”) may only use the Confidential Information of the disclosing party (“Discloser”) to exercise its rights and perform its obligations under these Terms. Recipient may only share Discloser’s Confidential Information with its employees, agents, and advisors who have a need to know such Confidential Information and who are bound to obligations of confidentiality at least as protective as those provided in these Terms.

3. Exclusions

Recipient’s obligations with respect to Confidential Information do not apply if Recipient demonstrates that Discloser’s Confidential Information was:

• Already known to Recipient at the time of disclosure by Discloser.
• Disclosed to Recipient by a third party without a duty of confidentiality.
• Publicly available through no fault of Recipient.
• Independently developed by Recipient without use of or access to Discloser’s Confidential Information.

4. Destruction Request

Recipient will destroy Discloser’s Confidential Information promptly upon request, except copies in Recipient’s automated back-up systems, which will remain subject to these obligations of confidentiality while maintained.

D. Intellectual Property

Except as expressly stated in these Terms, these Terms do not grant either party any rights to the other’s content or intellectual property, by implication or otherwise.

E. Publicity

OK Software may use Customer's name and logo to publicly identify Customer as a customer of the Services. Customer will consider in good faith any request by OK Software to:

1. Provide a quote from a Customer executive regarding Customer’s motivation for using the Services that OK Software may use publicly.
2. Participate in a public co-marketing activity.

F. Fees

1. Payment of Fees

Customer is responsible for fees incurred by its account, at the rates specified on the justdream Pricing Page, unless otherwise agreed by the parties. OK Software may require prepayment for the Services in the form of credits or offer other types of credits, all of which are subject to OK Software’s Supplemental Credits Terms.

2. Taxes

Fees do not include any taxes, duties, or assessments that may be owed by Customer for use of the Services (“Taxes”). Customer is responsible for remitting any necessary withholding Taxes to the relevant authority on a timely basis and providing OK Software with evidence of the same upon request.

3. Billing

Failure to pay OK Software all amounts owed when due may result in suspension or termination of Customer’s access to the Services.

G. Termination and Suspension

1. Term

These Terms start on the Effective Date and continue until terminated.

2. Termination

• Either party may terminate these Terms for convenience with notice.
• Either party may terminate these Terms for the other party’s material breach by providing 30 days’ prior notice detailing the nature of the breach unless cured within that time.
• OK Software may terminate these Terms immediately if OK Software reasonably believes that providing the Services to Customer is prohibited by applicable law.

3. Suspension

OK Software may suspend Customer’s access to the Services if:

• There is a risk to or attack on any of the Services.
• Customer or any User is using the Services in violation of these Terms.
• OK Software’s provision of the Services to Customer is prohibited by applicable law.

4. Effect of Termination

Upon termination, Customer may no longer access the Services. Certain provisions, including confidentiality, fees, and indemnification, will survive termination.

H. Disputes

1. Dispute Resolution

In the event of a dispute, the parties will first attempt to resolve the matter informally. If unresolved, either party may seek arbitration as stated in these Terms.

2. Arbitration

Any dispute will be determined by final, binding arbitration. Judgment on any award may be entered in any court having jurisdiction.

I. Indemnification

1. Claims Against Customer

OK Software will defend Customer against any third-party claim alleging that Customer’s use of the Services violates third-party intellectual property rights.

2. Claims Against OK Software

Customer will defend OK Software against any third-party claim related to Customer’s or its Users’ use of the Services in violation of these Terms.

J. Warranties and Limits on Liability

1. Warranties

Each party represents and warrants that it is authorized to enter into these Terms and that performing these Terms will not violate any of its corporate rules.

2. Disclaimer of Warranties

Except as expressly provided, the Services and Outputs are provided “as-is” without warranty of any kind.

3. Limits on Liability

Each party’s liability is limited to fees actually paid by Customer for the Services in the previous 12 months.

K. Miscellaneous

1. Notices

All notices must be in writing and delivered electronically or via email.

2. Governing Law

These Terms are governed by the laws of the State of Wyoming, USA.

3. Amendments

OK Software may update these Terms at any time, with changes effective 30 days after posting.

Exhibit A: OK Software Data Processing Addendum

This Data Processing Addendum (“DPA”) applies to OK Software’s processing of Personal Data in relation to the provision of the Services.

1. Definitions

• Personal Data: Any data linked to an identified or identifiable natural person.
• Processing: Any operation performed on Personal Data.

2. Data Processing

OK Software will only process Personal Data on Customer’s documented instructions and in compliance with applicable data protection laws.

3. Security

OK Software will implement appropriate technical and organizational measures to protect Personal Data.

4. Sub-processors

OK Software may engage sub-processors to provide the Services, provided they agree to data protection obligations no less protective than those in this DPA.