A.1. Overview. Subject to these Terms, Atto Research grants Customer the right to use the Service, including the right to use the Service in connection with products or services that Customer provides to its own customers or end users ("Users").
A.2. Third-Party Features. Customer may, in its discretion, use features, services, or content provided by third parties through the Service ("Third-Party Features"). Third-Party Features are not part of the Service, and Atto Research is not responsible for Third-Party Features.
A.3. Feedback. If Customer voluntarily provides feedback regarding the Service, Atto Research may use such feedback without restriction.
A.4. Delivery / Service Availability Schedule. After payment is completed, the Service will become available within one (1) business day following account approval and completion of service configuration. If a separate agreement or technical integration is required, the service availability schedule will be determined by separate mutual agreement.
As between the parties and to the extent permitted by applicable law, Atto Research acknowledges that Customer (a) retains all rights in and to Inputs and (b) owns Outputs. Atto Research waives any rights it may have in Customer Content under these Terms and assigns to Customer any rights it may have, if any, in Outputs, provided that Customer complies with these Terms. Atto Research will not train models on Customer Content collected through the Service.
"Inputs" means materials submitted to the Service by Customer or Users, and "Outputs" means results generated by the Service in response to Inputs. Inputs and Outputs are collectively referred to as "Customer Content."
Data submitted through the Service will be processed in accordance with the separate Data Processing Addendum ("DPA"), which is incorporated into these Terms by reference.
D.1. Compliance with Laws. Each party will comply with all laws and regulations applicable to its provision of the Service (Atto Research) and use of the Service (Customer), particularly laws and regulations relating to data protection and privacy.
D.2. Policies and Service Terms. Customer and Users must comply with these Terms, including (a) the Usage Policy, (b) the Supported Countries and Regions Policy, and (c) the Service Specific Terms. These policies are incorporated into these Terms by reference. Customer will cooperate with reasonable requests for information made by Atto Research to verify compliance with the Usage Policy.
D.3. Limitations of Outputs. Customer is responsible for evaluating whether Outputs are suitable for Customer's intended use, including whether human review is required. Customer will notify Users that factual statements in Outputs may be inaccurate, incomplete, misleading, or out of date, and that Users should not rely on Outputs without independent verification.
D.4. Use Restrictions. Customer may not (a) access the Service for the purpose of developing competing products or services, including training competing AI models, or for reselling the Service, except as expressly authorized by Atto Research; (b) reverse engineer or replicate the Service; or (c) assist any third party in doing any of the foregoing.
D.5. Account Management. Customer is responsible for all activities that occur under Customer's account. Customer will promptly notify Atto Research if Customer suspects that its account has been compromised or that the Service has been subjected to a malicious attack, including a denial-of-service attack.
E.1. Confidential Information. The parties may share information that is marked "confidential" or "proprietary," or that reasonably should be understood to be confidential ("Confidential Information"). Customer Content is Customer's Confidential Information.
E.2. Confidentiality Obligations. The receiving party may use Confidential Information only to exercise its rights and perform its obligations under these Terms and may disclose Confidential Information only to its employees, agents, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth in these Terms. The receiving party will protect Confidential Information using at least reasonable care and no less care than it uses to protect its own confidential information.
E.3. Exceptions. Confidential Information does not include information that is publicly available, information obtained from a third party without breach of a confidentiality obligation, or information independently developed without use of Confidential Information. Disclosure required by law or by court or governmental order is permitted, provided that the receiving party gives prior notice to the disclosing party to the extent practicable.
E.4. Destruction Upon Request. Upon the disclosing party's request, the receiving party will promptly destroy Confidential Information; provided that copies retained to comply with legal retention requirements or stored in automated backup systems may be retained subject to the confidentiality obligations set forth in these Terms.
Except as expressly set forth in these Terms, these Terms do not grant either party any rights in the other party's content or intellectual property rights.
Atto Research may use Customer's name and logo to publicly identify Customer as a customer of Atto Research. However, Customer may opt out by providing notice in the separate form designated for that purpose, and any different terms set forth in an individual agreement will control. At Atto Research's reasonable request, Customer will consider in good faith (1) providing executive comments and (2) participating in joint marketing activities.
H.1. Payment of Fees. Customer is responsible for fees incurred under Customer's account based on the rates separately agreed by the parties. Atto Research may require prepayment. Atto Research will notify Customer in writing, including by email, at least three (3) days before the effective date of any rate change. However, if the underlying LLM provider requires immediate implementation, Atto Research will notify Customer promptly upon becoming aware of such requirement.
H.2. Billing. If Customer fails to pay amounts due within the mutually agreed payment period, Atto Research may suspend or terminate access to the Service.
H.3. Correction of Errors. If, due to an error by Atto Research, Customer is provided a service different from the plan or service requested by Customer, Atto Research will verify the error and correct it without undue delay.
I.1. Term. These Terms will remain in effect from the Effective Date until terminated.
I.2. Termination.
(a) Either party may terminate these Terms for convenience by providing notice. If Customer terminates for convenience, any refund of unused prepaid balances will be governed by the separate refund policy. However, Atto Research will provide at least thirty (30) days' prior notice.
(b) If either party materially breaches these Terms, the non-breaching party may terminate these Terms after providing thirty (30) days' prior notice and an opportunity to cure.
(c) Atto Research may terminate these Terms immediately if Atto Research reasonably determines that provision of the Service is prohibited by applicable law.
I.3. Suspension.
(a) Atto Research may suspend the Service in the event of (i) an attack or risk affecting the Service, (ii) Customer's violation of Sections D.1, D.2, or D.4, (iii) a legal prohibition on providing the Service, or (iv) interruption or suspension of service by an underlying model provider.
(b) Atto Research will provide reasonable advance notice of any suspension and will restore the Service as soon as practicable once the cause of suspension has been resolved.
I.4. Effect of Termination. Upon termination, Customer may no longer access the Service. Sections E (Confidentiality), G (Publicity), H (Fees), I (Termination), J (Disputes), K (Indemnification), L.2 (Disclaimer of Warranties), L.3 (Limitation of Liability), and M (Miscellaneous) will survive termination.
I.5. Cancellation / Refunds. Before use of the Service begins, Customer may cancel payment and receive a full refund. After use of the Service begins, Customer may receive a refund only of the remaining balance after deduction of actually used AI Tokens, API usage fees, and fees for completed setup, integration, and operational support. AI Tokens and API usage fees that have already been used are non-refundable. This Section applies as the "separate refund policy" referenced in Section I.2(a).
If a dispute arises in connection with these Terms ("Dispute"), the parties will first attempt in good faith to resolve the Dispute informally. If the Dispute is not resolved within forty-five (45) days after notice of the Dispute, either party may submit the Dispute for final resolution by arbitration in Seoul, in English or Korean, under the Arbitration Rules of the Korean Commercial Arbitration Board. This Section does not limit either party's right to seek interim or conservatory relief to prevent or remedy infringement or misappropriation of rights.
K.1. Indemnification by Atto Research. Atto Research will defend and indemnify Customer, its officers, employees, successors, and assigns against any claim alleging that Customer's use of the paid Service, or Outputs generated from such use, infringes a third party's intellectual property rights.
K.2. Indemnification by Customer. Customer will defend and indemnify Atto Research against any third-party claim arising from or relating to (a) Inputs or other data provided by Customer or Users, or (b) a violation of the Usage Policy, the Service Specific Terms, or Section D.4.
K.3. Exceptions. The indemnification obligations do not apply to the extent a claim arises from the indemnified party's fraud, willful misconduct, violation of law, or breach of these Terms. Atto Research's indemnification obligation does not apply to (a) Customer's modification of the Service, (b) unauthorized combinations, (c) Inputs provided by Customer, (d) use where Customer knew or reasonably should have known of the infringement, (e) practice of a patented invention included in an Output, or (f) trademark use of an Output.
K.4. Procedure. The indemnified party will notify the indemnifying party without undue delay after becoming aware of a claim and will reasonably cooperate in the defense. The indemnifying party has the right to control the selection of counsel and the litigation, appeal, and settlement strategy; provided that any settlement that admits fault by the indemnified party or imposes affirmative obligations on the indemnified party may not be entered into without the indemnified party's consent, which consent may not be unreasonably withheld.
K.5. Exclusive Remedy. To the extent a claim is covered by indemnification, indemnification is the sole and exclusive remedy under these Terms for third-party claims.
L.1. Warranties. Each party represents and warrants that (a) it has authority to enter into these Terms and (b) its execution and performance of these Terms do not violate its articles of incorporation, bylaws, or similar organizational documents. Customer further represents and warrants that it has all rights and authority necessary to submit Inputs.
L.2. Disclaimer of Warranties. Except as expressly set forth in these Terms and to the maximum extent permitted by applicable law, (a) the Service and Outputs are provided "AS IS" and "AS AVAILABLE," and (b) Atto Research makes no warranties regarding third-party products or services. Atto Research disclaims any implied warranties of merchantability, non-infringement, and fitness for a particular purpose, and does not warrant the accuracy, completeness, error-free operation, or continuity of the Service or Outputs.
L.3. Limitation of Liability.
(a) Except as provided in subsection (b), each party's liability for damages arising out of or relating to these Terms is limited as follows: (i) neither party will be liable for consequential, incidental, special, indirect, or punitive damages, including lost profits, loss of business, loss of revenue, loss of goodwill, or loss of data; and (ii) each party's aggregate liability will not exceed the fees actually paid by Customer to Atto Research for the applicable Service during the twelve (12) months immediately preceding the event giving rise to the damages.
(b) The limitations of liability in this Section do not apply to obligations under Section K (Indemnification). In addition, with respect to damages arising from either party's willful misconduct or gross negligence, breach of confidentiality obligations, or personal data breach, the exclusion of indirect damages in subsection (a)(i) does not apply.
(c) To the maximum extent permitted by applicable law, the limitations of liability in this Section apply regardless of the form of claim, including tort and negligence, even if a party was advised in advance of the possibility of damages, the damages were foreseeable, or a non-monetary remedy fails of its essential purpose.
M.1. Notices. All notices under these Terms must be in writing. Except for notices of arbitration or requests for interim relief, notices may be delivered electronically to the email address Customer provided to Atto Research, in the case of notices to Customer, and to solution_sales@atto-research.com, in the case of notices to Atto Research.
M.2. Electronic Communications. Customer consents to receive electronic communications, including emails, in-service notices, and website postings, relating to Customer's use of the Service and these Terms.
M.3. Changes to Terms. Atto Research may modify these Terms, and any modification will become effective thirty (30) days after posting or notice. Modifications required due to changes in law will become effective immediately. Modifications will not apply retroactively. If Customer does not agree to the modified Terms, Customer may terminate these Terms before the effective date of the modifications.
M.4. Assignment. Neither party may assign its rights or delegate its obligations under these Terms without the other party's prior written consent. However, Atto Research may assign these Terms to an affiliate or in connection with a transfer of all or a material portion of its business.
M.5. Severability. If any provision of these Terms is invalid, illegal, or unenforceable, only that provision will be severed, and the remaining provisions will remain in full force and effect.
M.6. Interpretation. These Terms will be deemed to have been jointly drafted by the parties, and neither party will be deemed the drafter. Terms such as "for example," "including," and "or" are non-limiting.
M.7. Governing Law and Jurisdiction. These Terms will be interpreted and governed by the laws of the Republic of Korea. Any lawsuit or proceeding not resolved by arbitration under Section J will be subject to the exclusive jurisdiction of the Seoul Central District Court.
M.8. Export Controls and Sanctions. Customer may not export or make the Service available to any country or person where prohibited under international law.
M.9. Entire Agreement. These Terms, including the Usage Policy, Supported Countries and Regions Policy, Service Specific Terms, Data Processing Addendum, pricing page, and any other documents incorporated by reference, constitute the entire agreement between the parties regarding the provision and use of the Service.
M.10. Force Majeure. Neither party will be liable for any failure or delay in performance caused by events beyond its reasonable control.