Terms

1. Who may use the Services

These Terms of Service (the ‘Terms’) govern access to and use of the website, console, documentation, application programming interfaces, including https://api.terminal.fyi/v1, hosted models, and related inference services (collectively, the ‘Services’) provided by Black Arrow Labs, Inc. dba Terminal (‘Terminal,’ ‘we,’ ‘us,’ or ‘our’). ‘Customer,’ ‘you,’ and ‘your’ mean the business or professional developer accepting these Terms or the organization it represents. A separately signed MSA, order form, SLA, or DPA controls to the extent of a conflict. The Services are offered to businesses and professional developers who are at least 18 years old and authorized to bind their organization. Services may be available in supported US and EU regions. You must comply with applicable sanctions, export-control, and trade laws.

2. Accounts and API keys

You must provide accurate, current account and billing information and keep it current. You are responsible for safeguarding credentials, API keys, and authorized payment methods, and for all use by your employees, contractors, applications, and end users. You must promptly notify Terminal of suspected compromise or unauthorized use. You will not evade account, rate, throughput, or other documented limits.

3. The Services

Subject to these Terms, Terminal grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access the Services and integrate the API into Customer products. The Services may include hosted models, APIs, documentation, dashboards, and beta services. Models, features, configurations, and availability may change. When practical, Terminal will provide reasonable notice of a material production-model deprecation. No service level agreement applies unless separately signed.

4. Customer Content and Output

‘Input’ means prompts, data, instructions, and other material submitted to the Services. ‘Output’ means material generated by the Services from Input. ‘Customer Content’ means Input and Output only. Customer retains rights in Input and, to the extent permitted by law, owns Output, custom weights, and adapters. Terminal assigns to Customer any rights it may have in Output. Customer grants Terminal only a narrow, temporary license to host, transmit, and process Customer Content and any custom weights or adapters submitted for hosting, solely as necessary to provide the Services. Customer represents that it has all rights, permissions, and consents required for Customer Content, custom weights, adapters, and their use. AI Output may be inaccurate, incomplete, offensive, non-unique, or subject to third-party rights; Customer must evaluate Output before use.

5. Data use and privacy

Terminal does not use inference content for training, fine-tuning, evaluation, improvement, support, or debugging capture. Zero Data Retention applies to synchronous, streaming, flex, and queued requests: content exists only transiently in memory while processed and returned. Terminal retains only billing metadata consisting of account ID, model, token counts, price, and billing timestamp. A signed DPA controls if one exists.

6. Models and third-party terms

Open-source and third-party licenses, use restrictions, and model-specific terms may apply to Customer’s use of a model. Terminal may discontinue or restrict a model for licensing, rights, security, safety, or operational reasons.

7. Acceptable use

Customer will not, and will not permit any person to, use the Services for unlawful, harmful, or abusive purposes. This includes violations of law, sanctions, export controls, intellectual-property, privacy, or publicity rights; malware, credential theft, unauthorized access, denial of service, spam, or fraud; child exploitation or unlawful sexual content; processing prohibited regulated data unless separately agreed; probing or bypassing controls; reverse engineering or extracting model weights or system prompts except where law prohibits restriction; reselling standalone credentials; or making legally significant automated decisions without required human review.

Customer may not submit protected health information without a signed BAA, raw payment-card data, children’s personal data, biometric identifiers used to identify a person, classified information, or controlled technical data unless Terminal expressly agrees in writing.

8. Fees, credits, and billing

Fees are as stated in an order form, account, pricing page, or checkout flow. Customer will pay usage fees and applicable taxes. Terminal usage records control absent manifest error. Stripe may charge Customer’s authorized payment method. Terminal may change prices prospectively with reasonable notice when practical.

Purchased credits are not currency, have no cash value, are non-transferable, and are non-refundable except where law, these Terms, an order form, or Terminal expressly provides otherwise. Unless different terms are disclosed when issued, purchased credits expire 12 months after purchase; promotional credits may expire sooner. If Customer enables auto-recharge, Customer authorizes Stripe to charge the selected amount at the selected threshold until disabled. Disabling auto-recharge does not reverse charges already incurred. If a balance is insufficient, Terminal may charge overages, require replenishment, or suspend paid use.

Billing disputes must be submitted in writing within 30 days after the charge or invoice date. Undisputed late amounts accrue interest at 1.5% per month or the maximum lawful rate, whichever is lower, plus reasonable collection costs. Fees exclude applicable taxes. Customer will pay taxes other than taxes on Terminal’s net income. Payment obligations are non-cancelable and fees are non-refundable except as expressly stated.

9. Free, preview, and beta services

Free, preview, and beta Services are optional, may be incomplete, and may be changed or ended at any time. They are provided as-is, may have additional restrictions, and carry no SLA.

10. Terminal technology and feedback

Terminal and its licensors retain all rights in the Services, API, documentation, technology, and related materials. Feedback may be used without restriction and is not Customer Content or confidential information. Neither party may use the other’s name or logo without prior written consent.

11. Confidentiality

‘Confidential Information’ means nonpublic information disclosed by one party to the other that should reasonably be understood as confidential. Each recipient will use reasonable care, use it only to perform or receive the Services, and disclose it only to personnel and providers with a need to know who are bound by confidentiality obligations. Confidential Information excludes information that is public without breach, already known without duty, independently developed, or rightfully received from a third party. A recipient may disclose information when required by law after notice where permitted.

12. Suspension and termination

Terminal may suspend access for nonpayment, depleted balance, breach, legal, security, or operational risk, or model or infrastructure unavailability, and will limit suspension where practical. Terminal may terminate for material breach, repeated violations, unlawful use, nonpayment, or material risk. On termination, rights to use the Services end. Sections that by their nature should survive, including fees, confidentiality, disclaimers, indemnity, limitations, and general terms, survive.

Terminal may discontinue or terminate a self-service Service for convenience with reasonable notice when practical. If Terminal terminates for convenience or discontinues a paid Service other than for Customer breach, Terminal will refund unused purchased non-promotional credits. Otherwise, unused prepaid fees follow the applicable order, checkout terms, or law.

13. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, OUTPUT, BETA SERVICES, AND THIRD-PARTY MODELS ARE PROVIDED ‘AS IS’ AND ‘AS AVAILABLE.’ TERMINAL DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, AND ERROR-FREE OR UNINTERRUPTED OPERATION. TERMINAL DOES NOT WARRANT THAT OUTPUT WILL BE ACCURATE, COMPLETE, SUITABLE, OR NON-INFRINGING.

14. Customer indemnity

Customer will defend, indemnify, and hold harmless Terminal and its affiliates, officers, directors, employees, and agents from third-party claims arising from Customer Content, Customer applications or end users, unlawful use of the Services, Customer’s breach of these Terms, or Customer’s violation of rights. Terminal will promptly notify Customer, provide reasonable cooperation at Customer’s expense, and permit Customer to control the defense and settlement, provided that no settlement admits fault by or imposes obligations on Terminal without Terminal’s consent.

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, DATA, REVENUE, GOODWILL, OR BUSINESS INTERRUPTION. EXCEPT FOR LIABILITY THAT CANNOT LEGALLY BE LIMITED, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE TO TERMINAL IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

16. Governing law and disputes

Delaware law and the Federal Arbitration Act govern these Terms. Before commencing a formal dispute, a party must send a written description of the dispute to help@terminal.fyi and allow 30 days for good-faith informal resolution. Except for small claims and injunctive relief for misuse, a security breach, intellectual-property infringement, or breach of confidentiality, disputes will be resolved by final and binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

Arbitration will be before one arbitrator, in English, and may occur by video, telephone, written submissions, or in person. Business arbitration will take place in New Castle County, Delaware. Disputes must be brought individually, and no class, collective, consolidated, or representative action or arbitration is permitted. Each party waives a jury trial for matters proceeding in court. State and federal courts in New Castle County, Delaware have exclusive jurisdiction and venue for permissible court matters.

17. Changes

Terminal may update these Terms prospectively. The posted effective date identifies the current version. Terminal will provide reasonable notice of material changes when practical.

18. General terms

Neither party is liable for delay or failure caused by events beyond reasonable control. Customer may not assign these Terms without Terminal’s written consent; Terminal may assign them in connection with a merger, acquisition, corporate reorganization, or sale of assets. These Terms and applicable signed agreements are the entire agreement regarding the Services, subject to the stated priority. If a provision is unenforceable, the remaining provisions remain in effect. Waiver must be in writing. The parties are independent contractors, and no third-party beneficiaries are created.

19. Contact

Questions about these Terms may be sent to help@terminal.fyi. Terminal’s address is Black Arrow Labs, Inc., 1881 Page Mill Road, Office 120, Palo Alto, CA 94304, United States.

Related policies: Privacy Policy and Zero Data Retention.

Email: help@terminal.fyi.