Terms of Service

Last Updated September 26, 2016

The terms applicable to your use of the Clarifai API (defined below) are set forth in this agreement, as well as our our Terms of Use www.clarifai.com/terms and our Privacy Policy www.clarifai.com/privacy (altogether, this “Agreement” or “Terms”), which forms a contract between Clarifai, Inc. ("Clarifai," "us," or "we") and you, individually if you are agreeing to it in your own capacity, or you, a legal entity for which an account was set up under which this Agreement was accessed (in each case “you” or “your”).
When you click the box accepting these Terms, you are actively consenting to these Terms on behalf of yourself and/or your employer. If you access the API without clicking through, by using the API you are agreeing to these Terms.If you wish to license the API, you must click on the “I accept the terms and conditions of this Agreement” button. By clicking the “I accept the terms and conditions of this Agreement” button you acknowledge: (a) that you have read and understood this Agreement; and (b) that this Agreement has the same force and effect as an agreement signed with original signatures. If you do not click on the “I accept the terms and conditions of this Agreement” button you will not be able to access the API or be entitled to receive such access.
You warrant that you have full authority to accept and perform this Agreement.

1. WHAT THIS AGREEMENT COVERS

This Agreement applies to the API hosted by Clarifai and accessible by you through the Internet subject and pursuant to the terms of this Agreement, as well as all Distributable Code, Documentation, Example Code and any other components relating to your use thereof (as further defined below, the “API”). It also applies to any Updates for the API, unless other terms accompany those items. If so, those terms apply.

2. DEFINITIONS

The following capitalized terms shall have the meanings set forth next to them when used in this Agreement.

  1. “API” means our application programming interface and/ or user interface for image and video recognition and/ or search, our models built from machine learning technologies and any associated documentation and Suggestions. Our API tags or classifies images and videos using its own unique knowledge graph built by our team of data scientists and researchers. The API enables a user to quickly recognize what is contained in an image or video and to also interact with the image or video. The API includes, without limitation, a set of methods for performing various computer vision tasks, including but not limited to image and video classification, as well as the following components:
  2. "Distributable Code” which is the core binary code that you are permitted to distribute AS IS, without any configuration or modification, solely in your Applications;
  3. "Documentation” which is the tutorial graphics, and electronic and print documentation explaining the “how to” of developing your Application so it is compatible with the API;
  4. "Example Code” which is the source code examples of how to develop your Application and headers and interfaces to the Distributable Code that can be used to enable the Applications to be compatible with the API; and any and all other components included on or accessed through the Clarifai Developer Portal and all updates to any of the foregoing.
  5. “Application” means the software program(s) which (i) is designed, developed, and tested by you to be compatible with the API, (ii) may contain Distributable Code and derivative code based on examples and APIs provided by us through the Example Code, (iii) is branded under your own trademark and brand, and (iv) complies with the terms and conditions of this Agreement, including the Application Requirements. Application includes all bug fixes, updates, upgrades, modifications, enhancements, supplements to, revisions, new releases and new versions of such software programs or mobile apps.
  6. “Application Requirements” means the requirements specified by Clarifai from time to time, including without limitation the terms set forth in Section 3(c), from time to time.
  7. “Services” means any service to be performed by one of our employees or partners in connection with your Use of the API.
  8. “Term” means the period for which this Agreement is enforceable and starts on the date you accept it or first use the API, whichever is sooner, until terminated by either you or Clarifai.
  9. "Use” means: (i) for the API, to embed such API in your Applications in order to evaluate Clarifai’s technology accessed and used through the API; (ii) for the Distributable Code, to copy such code, and include and distribute such copies solely in Applications; provided that, during the Evaluation Period, such distribution is solely internal for your evaluation of the API only. For clarity, Distributable Code may not be modified; (iii) for the Example Code, to copy, modify, and distribute the Example Code and modifications thereof solely in Applications; and/or (iv) for the Documentation, to copy the Documentation solely as necessary for your Use of the rest of the API as permitted herein.

3. LICENSE GRANT; RESTRICTIONS ON USE.

A. License Grant.

The API is licensed not sold to you. Subject to the terms and conditions of this Agreement, Clarifai hereby grants you a nonexclusive, nontransferable, terminable, revocable, non-sublicensable and limited license to Use the API, without modification, during the Term, solely for the purpose of developing Applications. Any use not specified in this Agreement is expressly prohibited. Note that the Distributable Code may be binary watermarked through the use of an API key to track use. You agree that we or our designee may use such keys to ensure your compliance with this Agreement. At all times during your Use of the API, you hereby agree to maintain an internet connection through which Clarifai can monitor your use of the APIs contained in the API for compliance herewith.

B. Restrictions on Use.

All rights not granted in this Agreement are reserved to Clarifai. Without limiting the generality of the foregoing, you shall not, and you shall not cause or permit anyone to:

  1. copy, duplicate or otherwise reproduce the API, in whole or in part, except as expressly permitted in subsection (C);
  2. modify or create derivative works of the API except as expressly permitted herein;
  3. work around any technical limitations in the API, or interfere with or compromise the system integrity or security, or decipher any transmissions to or from our servers, or take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
  4. reverse engineer, disassemble, decompile or otherwise manipulate the API, in whole or in part, to obtain the source code to any parts of the API not otherwise provided by us in source code format (unless required by law for interoperability);
  5. loan, lease, sell, sublicense, resell, distribute, assign or otherwise transfer, pledge, mortgage, or otherwise encumber the API, in whole or in part, to any third party including an assignment by operation of law, except for the distribution of Applications as expressly permitted herein;
  6. use the API, in whole or in part, on a service bureau or timesharing basis or application service provider basis or for the benefit of any third parties;
  7. remove, obscure or alter any patent, copyright, trademark or other proprietary rights notice(s) on the API or its components;
  8. except with Clarifai’s express written consent, use Clarifai’s trademarks, including without limitation CLARIFAI, in your Applications’ names or in a way that suggests your Applications come from or are endorsed by Clarifai;
  9. use any component of the API to design or create any software program, hardware or system or content, in whole or in part, with features or functions similar to the features or functions of any of the API;
  10. include any part of the API in, or use the API or any Applications for, any programs designed or intended for a high risk use;
  11. use the API, in whole or in part, for development of, or distribution in, any malicious, deceptive, defamatory, otherwise tortious or unlawful programs, or to gather personally identifiable information;
  12. use any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., in connection with the API, in a manner that sends more request messages to the Clarifai servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; and
  13. send or store viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs in connection with use of the API, in whole or in part, or the Applications, or which could damage, destroy, or adversely affect other software, firmware, hardware, data, systems, services, or networks. You shall take no action that may compromise Clarifai’s personal or intellectual property rights, but instead shall take all reasonable actions required to safeguard such rights.
C. Application Requirements.

All Applications must comply with the following criteria and requirements, as may be modified by Clarifai from time to time:

D. Confidential Information.

The API and any other information and materials provided by Clarifai or its licensors to you under this Agreement, as well as any information relating to the API, including without limitation any errors or bugs discovered in the API, all Suggestions, the terms and conditions of this Agreement, your relationship with Clarifai, and all issues and information regarding the operation of the API, are the confidential and proprietary information (“Confidential Information”) of Clarifai and its licensors. You shall and, if applicable, you shall ensure that your personnel shall: (i) protect and safeguard the confidentiality of all such Confidential Information in strict confidence with at least the same degree of care as you would protect your own sensitive information, but in no event with less than a reasonable degree of care; (ii) not use Clarifai’s Confidential Information, or permit it to be accessed or used, for any purpose other than the Use or otherwise in any manner to Clarifai’s detriment; (iii) not disclose, make available or permit others to make available, any Confidential Information to any person or entity, except to your personnel who (A) need to know the Confidential Information to assist you, or act on your behalf, in relation to the Use, (B) are informed in writing by you of the confidential nature of the Confidential Information, and (C) are subject to written confidentiality duties or obligations to you that are no less restrictive than the terms and conditions of this Agreement; (iv) immediately notify Clarifai of any unauthorized use or disclosure of Confidential Information or other breaches of this Agreement by you or your personnel of which you have knowledge; (v) fully cooperate with Clarifai in any effort undertaken by Clarifai to enforce its rights related to any such unauthorized use or disclosure; (vi) be responsible for any breach of this Agreement caused by any of your personnel; and (vii) not file a patent application or provoke interference with any patent application which Clarifai has filed or will file or amend any claim in any pending patent application to expand the claim to read on, cover or dominate any invention (whether or not patentable) disclosed or suggested in Confidential Information. Without limiting in any way the foregoing, you may also be subject to other confidentiality obligations set forth in a written confidentiality or nondisclosure agreement between you and Clarifai. Except as required by applicable federal, state or local law or regulation, the term “Confidential Information” as used in this Agreement shall not include information that: (a) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Agreement or act or omission by you or any of your representatives; (b) at the time of disclosure is, or thereafter becomes, available to you on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information to you by any legal, fiduciary, or contractual obligation; (c) was known by you or in your possession, as established by documentary evidence, prior to being disclosed by or on behalf of Clarifai pursuant to this Agreement without breach of any obligation; or (d) was or is independently developed by you, as established by documentary evidence, without reference to or use of, in whole or in part, any of Clarifai’s Confidential Information.

E. Compliance with Law.

You shall not, nor shall you permit third parties to, access or cause to be accessed the API in any country prohibited by the United States Export Administration Act and the regulations thereunder or otherwise use the API, in whole or in part, in violation of Applicable Laws or for any unlawful purpose. Further, you shall indemnify and hold Clarifai and its licensors harmless from and against any and all claims, losses, liabilities, damages, settlements, judgments, taxes, penalties, fines, fees, and other expenses (including attorney and expert fees and court costs) arising out of any claim that the API, or any portion thereof, was exported or otherwise shipped, transported, accessed, or used by or through you in violation of Applicable Laws or used for unlawful purposes.

F. Third Party Software.

Certain third party software may be included with the API and is subject to additional terms and conditions imposed by Clarifai’s third party licensor(s), and this Agreement in no way supplements or detracts from any term or conditions of such third party license agreements, which may impose additional limitation on your use of the API. You hereby agree to any such terms and conditions, which are incorporated by reference into this Agreement. By accepting this Agreement, you are also accepting the additional terms and conditions, if any, set forth therein upon distribution of Updates. You are responsible for regularly reviewing the third party terms and conditions to determine the status of, and for complying with, all third party software license terms and conditions.

4. DEVELOPER CREDENTIALS.

You agree that you are solely responsible for maintaining the confidentiality of any developer credentials (such as username and passwords) that may be issued to you by Clarifai or which you may choose yourself and that you will be solely responsible for all Applications that are developed under your developer credentials.

5. SOFTWARE DEFECT REPORTING.

If you find software defects in the API or its components, you agree to report them to info@Clarifai.com. Clarifai will evaluate and, at its sole discretion, may address them in a future Update. Clarifai shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, and perpetual license to use or incorporate any material, information, ideas, concepts, know-how, techniques, code, models feedback or other communication you transmit to us by any means (“Suggestions”). Clarifai shall have no obligations with respect to Suggestions. Clarifai and Clarifai’s designees will be free to copy, disclose, distribute, incorporate and otherwise use Suggestions and all data, images, sounds, text, and other things embodied therein for any and all commercial and noncommercial purposes.

6. UPDATES.

You understand and agree that Clarifai may amend, modify, change, and cease distribution or production of the API at any time. You understand that Clarifai is not obligated to provide you with upgrades, updates, or future versions of the API (“Updates”) under this Agreement. However, if Clarifai does provide you with any Updates, you agree that in all circumstances you shall promptly implement and integrate the Updates into your Applications upon your receipt of notice of the Update from Clarifai. All Updates shall be subject to the terms and conditions of this Agreement or such agreement, if any, which accompanies such Updates. You shall routinely update your contact information provided to Clarifai upon registration in order to be eligible to receive Updates. You hereby agree and acknowledge that failure to implement and integrate the Updates may cause your Applications to lose complete or partial functionality with the API, and you are entirely responsible for implementing and integrating the Updates. You shall indemnify and hold Clarifai and its licensors harmless from and against any and all claims, losses, liabilities, damages, settlements, judgments, taxes, penalties, fines, fees, and other expenses (including attorney and expert fees and court costs) arising out of or resulting from loss of your Applications’ functionality due to your failure to implement and integrate Updates and update your Application with respect thereto.

7. OWNERSHIP.

All right, title and interest in and to the API and its components, including ownership of all intellectual property rights therein and thereto, shall remain at all times in Clarifai and its licensors. The API is protected by copyright law and international treaty provisions. At any time during your, your personnel or your end user’s use of the API, Clarifai may collect data resulting from such use, and shall, and hereby does, own any such data collected and processed by Clarifai resulting from such use, and may use such data on a de-identified, aggregated basis, for any purposes Clarifai deems fit. If such data is not capable of being owned pursuant to applicable law, then you hereby grant to Clarifai a worldwide, perpetual, irrevocable, royalty-free, fully sublicenseable and non-exclusive right and license to use, access, store, copy, download, print, sell, perform, display, execute, reproduce and modify (including to create improvements and derivative works of), distribute, and otherwise use and exploit such data on a de-identified, aggregated basis for any purpose Clarifai deems fit. For purposes of clarity, de-identified does not mean that any portion of an image (photo, video or otherwise), including, without limitation, those featuring individuals, will be cropped or modified to remove such individual for the exploitation of Clarifai’s rights with respect to such image. If you provide us with any feedback, contribution to or ideas about your Use and/or access, you acknowledge that we own all right, title and interest to such feedback, contributions and/or ideas.

8. TERMINATION.

This Agreement shall automatically terminate if you fail to comply with any of the terms or conditions of this Agreement, and, if curable, such failure remains uncured for a period of 15 days after written notice from Clarifai. This Agreement shall also automatically terminate upon the expiration of the Term, but your obligations hereunder shall survive any termination or expiration until your use of the API ends. A breach of Section 3 (License Grant; Restrictions on Use) is deemed an incurable breach. If you are signed up for the free pricing plan, Clarifai may terminate the license or this Agreement at any time. Upon any termination of a license or this Agreement, you must: (a) cease all use of the API; (b) destroy any and all components of the API or other Confidential Information remaining on your system, in whole or in part, in all forms and formats; and (c) provide Clarifai with written certification that all copies of the API and the Confidential Information, whether partial or complete, have been destroyed. The obligations of confidentiality, non-use and non-disclosure in Section 3(b) shall survive expiration or termination of this Agreement for any reason. Additionally, the provisions of Sections 2, 3(B), 3(C), 5, the license in 7, indemnification obligations in 3(C), 3(E), 6 and 13, and 7 through 17 (including this Section 9) shall survive the expiration or termination of this Agreement for any reason.

9. CLARIFAI DISCLAIMER.

THE API IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND “WITH ALL FAULTS,” WITHOUT ANY TECHNICAL SUPPORT OR WARRANTY OF ANY KIND FROM CLARIFAI. YOU ASSUME ALL RISKS THAT THE API IS SUITABLE OR ACCURATE FOR YOUR NEEDS AND YOUR USE OF THE API IS AT YOUR OWN DISCRETION AND RISK. CLARIFAI AND ITS LICENSORS DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES FOR THE API INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE AND QUIET ENJOYMENT, AND WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE. CLARIFAI DOES NOT WARRANT THAT THE API IS VIRUS FREE OR ERROR FREE, THAT ITS USE WILL BE UNINTERRUPTED, THAT ITS USE WILL NOT BE REPLACED, THAT USE OF THE API WILL ENSURE FUNCTIONALITY OF YOUR APPLICATIONS AFTER FUTURE UPDATES ARE MADE AVAILABLE, OR THAT THE INFORMATION CONTAINED IN THE API IS CORRECT OR WILL MEET YOUR REQUIREMENTS.

10. EXCLUSIVE REMEDY.

If you are dissatisfied with the API (including without limitation this Agreement), your sole and exclusive remedy is to terminate your use of the API and this Agreement in accordance with Section 8 hereof.

11. LIMITATION OF LIABILITY.

IN NO EVENT SHALL CLARIFAI OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, TREBLE OR PUNITIVE DAMAGES OR OTHER SIMILAR DAMAGES (SUCH AS LOST PROFITS, LOSS OF USE OR REVENUE, DATA CORRUPTION, COSTS OF DATA RECONSTRUCTION, BUSINESS INTERRUPTION OR LOSS OF DATA) IN CONNECTION WITH THIS AGREEMENT OR USE OR PERFORMANCE OF THE API. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL CLARIFAI HAVE ANY LIABILITY FOR OR ARISING OUT OF ANY DERIVATIVE WORKS OF THE API OR ITS COMPONENTS, INCLUDING YOUR APPLICATIONS.

12. YOUR REPRESENTATIONS AND WARRANTIES.

You represent and warrant that: (a) the performance of your obligations herein does not and will not violate any other contract or obligation to which you are a party, including covenants not to compete and confidentiality agreements; and (b) you have implemented and will continue to maintain sufficient information security protocols to secure and protect the confidentiality of all Confidential Information.

13. PROMOTIONAL LICENSE.

You hereby grant Clarifai a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable and transferable right to use your user name, company name, company logo, and any comments you make publicly or privately for promotional purposes (such as on our websites, or on a third-party site) about your Use or the provision of Services to you.

14. YOUR INDEMNIFICATION OBLIGATION.

You shall indemnify and hold Clarifai and its licensors harmless from and against any and all claims, losses, liabilities, damages, settlements, judgments, taxes, penalties, fines, fees, and other expenses (including attorney and expert fees and court costs) arising out of or resulting from your (including through you) (a) use of the API, except to the extent any such claim, loss or liability arises out of or results from any gross negligence or intentional misconduct on the part of Clarifai, (b) misuse of the API, (c) breach of this Agreement, or (d) Applications.

15. U.S. GOVERNMENT RESTRICTED RIGHTS.

The API is Commercial Computer Software, and was developed solely at private expense. Use, modification, reproduction, release, performance, display, or disclosure by the U.S. Government is subject to restrictions as set forth in Commercial Computer SDK -- Restricted Rights clause at FAR 52.227-19, subsections (c)(1) and (2), as proscribed by FAR 27.405(b)(2), or the restrictions set forth in this license agreement pursuant to DFAR 227.7202-3(a), whichever is applicable. Copyright, Clarifai 2013-2014. Partially unpublished - rights reserved under the Copyright Laws of the United States.

16. NOTICES.

Any notice permitted or required to be given under this Agreement shall be deemed sufficient if given by registered or certified mail, postage prepaid, return receipt requested, by private courier service or by facsimile addressed to you at the notice address provided by you during registration, and/or to Clarifai at 137 Varick Street, 3rd Floor, NY, NY 10013, or to such other addresses as the parties may designate by like notice from time to time. Clarifai may also send you notice via the email address provided on your account, which shall be your verified email address. A notice so given shall be effective upon: (a) receipt by the party to which the notice is given; (b) the fifth day following domestic mailing or the tenth day following international mailing, whichever occurs first; or (c) the second day after an email is sent to a verified email address.

17. GOVERNING LAW AND DISPUTE RESOLUTION.

This Agreement is to be governed by and construed under the laws of the State of New York, USA without reference to conflicts of law principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to this Agreement. Any disagreement or dispute arising out of or relating to this Agreement, or the breach thereof, which the parties are unable to resolve after good faith negotiations, shall be submitted first to the upper management level of the parties. The parties, through their upper management level representatives shall meet within 30 days of the dispute being referred to them and if the parties are unable to resolve such disagreement or dispute within 30 days of meeting, except to the extent specifically prohibited by applicable law in your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration to be conducted in New York, New York, USA in accordance with the Commercial Rules of the American Arbitration Association (“Rules”) and shall be heard by one arbitrator appointed in accordance with the Rules and to be mutually agreed to by the parties. If the parties fail to mutually agree upon an arbitrator within 30 days of submitting the dispute to arbitration, the American Arbitration Association shall appoint the arbitrator. The loser shall bear the costs associated with the arbitration proceedings. No dispute between the parties, or involving any person but you, may be joined or combined together, without the prior written consent of Clarifai. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, any breach of this Agreement could cause Clarifai irreparable harm and you agree that Clarifai has the right to institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a court of law for claims or disputes regarding your violation or threatened violation of this Agreement. Further, notwithstanding the foregoing dispute resolution provision, Clarifai may terminate this Agreement at any time in accordance with the termination provisions of this Agreement. You irrevocably waive any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent to the jurisdiction of the courts located in New York, New York, USA for any such claims arising from or related to this Agreement. The parties specifically agree that, in the event that there is a dispute under this Agreement no such dispute shall be resolved by jury trial. THE PARTIES HERETO WAIVE ALL RIGHTS TO A JURY TRIAL FOR ANY DISPUTES ARISING UNDER THIS AGREEMENT, INCLUDING DISPUTES AS TO WHETHER ATTORNEY’S FEES OR OTHER DAMAGES ARE DUE HEREUNDER. Unless, and only to the extent, prohibited by law in your jurisdiction, any and all disagreements, disputes, mediation, arbitration or litigation relating to this Agreement shall be conducted in the English language, including without limitation any correspondence, discovery, submissions, filings, pleadings, oral pleadings and arguments, and orders or judgments.

18. GENERAL PROVISIONS.

If you and Clarifai have executed a separate written agreement specifically governing the API, including payment terms for use of the API, this Agreement does not affect such executed agreement. Except as indicated in the prior sentence, this Agreement constitutes the final, complete and exclusive agreement between the parties with respect to the subject matter hereof and supersedes and replaces any and all prior agreements, understandings, promises and representations, oral or written. Except as otherwise provided herein, this Agreement may only be amended or modified in a writing duly executed by representatives of both parties. This Agreement may not be assigned or transferred by you, including by operation of law or instances of change of control, except with Clarifai’s prior written consent. Any prohibited assignment shall be null and void. If any provision of this Agreement is found to be unenforceable or invalid by an arbitrator or a court of competent jurisdiction, such provision shall be interpreted so as to best accomplish the objectives of such provision and the remainder of this Agreement shall remain valid. No delay or failure of Clarifai to exercise any right under this Agreement, and no custom or practice of the parties at variance with the terms hereof, shall constitute a waiver of Clarifai’s right to exercise such right or to demand strict compliance by you with any terms hereof. Waiver by Clarifai of any particular default of you shall not affect or impair Clarifai’s rights with respect to any subsequent default of the same, similar or a different nature. The parties hereto confirm that they have requested that this Agreement, all notices related hereto, and other related documents be drafted in English. All contract interpretations, notices and dispute resolutions shall be in English. Any amendment to this Agreement shall be in English. This Agreement may be executed in counterparts by electronic transmission, including via PDF.

Any questions or comments relating to your use of the API may directed to us at info@clarifai.com.