Terms of Service

1. The agreement

1.1 Parties. These Terms of Service (the “Terms”) are a contract between CloudRaker Inc., a corporation under the laws of Québec, Canada, with offices at 1300 Sherbrooke St. W, 6th Floor, Montréal, Québec, H3G 1H9 (“CloudRaker”, “we”, “us”), and the organization that registers for the Service (“Customer”, “you”).

1.2 Acceptance. You accept these Terms when you do any of the following: (a) tick the acceptance box and create an organization in the console; (b) issue, use or let anyone use an API key of your organization; or (c) call the API or use an SDK in any other way. If you accept on behalf of a company or another legal entity, you confirm that you have the authority to bind that entity. If you do not have that authority, or you do not agree with these Terms, do not use the Service.

1.3 Order of precedence. The Acceptable Use Policy (“AUP”) and the Data Processing Addendum (“DPA”) published at cloudraker.com/legal are part of these Terms. If you and CloudRaker sign a separate agreement for the Service, that agreement prevails over these Terms where the two conflict.

1.4 Eligibility. The Service is for businesses and professional use. You must be at least 18 years old and able to enter into a binding contract. You must not be a person or entity that CloudRaker is barred from serving under Canadian or other applicable sanctions and export laws.

2. The Service

2.1 Scope. The “Service” is the Milliseconds API at api.milliseconds.ai, the console at console.milliseconds.ai, the official SDKs and command-line tools, the documentation at docs.milliseconds.ai (the “Documentation”), and the models behind them. The models return decisions, labels, scores, entities and other structured results from the text you send.

2.2 Licence. Subject to these Terms, CloudRaker grants you a non-exclusive, non-transferable, revocable licence to access the Service and to integrate it into your own applications during the term. You may let your own end users benefit from those applications. You remain responsible to CloudRaker for everything those applications do with the Service.

2.3 Free tier and test keys. Parts of the Service are available without charge, including monthly free credits and test keys. CloudRaker may change, limit or withdraw free allowances at any time. Free access carries no availability commitment.

2.4 Beta features. Features that we label beta, preview, experimental or similar may be incomplete, may change without notice and may be withdrawn at any time. They are excluded from every warranty and service commitment in these Terms.

3. Your account and API keys

3.1 Organization. Access is organized by organization. The person who creates an organization, and every member they invite, acts for that organization. Members can see and manage the organization’s keys, usage and billing.

3.2 Keys are secrets. API keys identify your organization and authorize spending against its credits. Keep them confidential. Do not embed a key in client-side code, public repositories or any place a third party can read it. Rotate a key immediately if you suspect it has leaked.

3.3 Responsibility. You are responsible for every request made with your keys, whether or not you authorized it, until you revoke the key in the console. Usage made with a leaked key is billed to your organization.

3.4 Accurate information. Keep your organization name, contact email and billing details accurate. CloudRaker sends legal and billing notices to the email addresses on the account.

4. Acceptable use

4.1 AUP. Your use of the Service must comply with the AUP. In addition, you must not:

• send content that is unlawful, that you do not have the right to send, or that infringes the rights of a third party;
• use the Service to build, train, fine-tune, distil or benchmark a model that competes with the Service, or extract model weights, prompts or internal behaviour by any means;
• circumvent rate limits, quotas, key restrictions, free-tier limits or any security control, including by creating multiple organizations to multiply free allowances;
• resell, sublicense or offer the raw Service to third parties as a stand-alone API without a written agreement with CloudRaker;
• probe, scan or test the vulnerability of the Service except under a written authorization from CloudRaker;
• use the Service in a way that harms CloudRaker, other customers or the integrity of the platform.

4.2 Decisions about people. If you use Outputs to make decisions that produce legal or similarly significant effects on a person, such as employment, credit, insurance, housing, health care or access to essential services, you must ensure meaningful human review before the decision takes effect and comply with all laws that apply to automated decision-making. The Service is not a medical device and does not give medical, legal, financial or other professional advice.

4.3 Monitoring. CloudRaker may monitor use of the Service, including request metadata and volumes, to operate the Service, enforce these Terms and prevent abuse.

5. Inputs and Outputs

5.1 Definitions. “Inputs” are the text, schemas, labels, questions and other data you send to the Service. “Outputs” are the results the Service returns for your Inputs.

5.2 Ownership. As between you and CloudRaker, you own your Inputs. CloudRaker assigns to you all of its rights, if any, in the Outputs, to the extent that assignment is allowed by law. Outputs may not be unique: other customers who send similar Inputs may receive similar Outputs, and those are not your property.

5.3 Licence to CloudRaker. You grant CloudRaker a worldwide, non-exclusive, royalty-free licence to process, store, transmit and reproduce your Inputs and Outputs only as needed to provide, secure and support the Service, to enforce these Terms and to comply with law.

5.4 No training on your content. CloudRaker does not use your Inputs or Outputs to train or improve the models that serve other customers, unless you agree to that in writing.

5.5 Your responsibility for Inputs. You are responsible for your Inputs, for having the rights and consents needed to send them, and for the way you use Outputs. You confirm that you will not send Inputs that you are legally prohibited from disclosing to a service provider.

6. Outputs are predictions

6.1 Probabilistic results. The Service uses machine learning models. Outputs are statistical predictions. They can be wrong, incomplete, out of date or biased, and they can differ between calls or between model versions. A confidence score, a rating or a verification result is an estimate, not a guarantee.

6.2 Your review. You must evaluate the Service against your own data before you rely on it, and you must apply the human review and safeguards that are appropriate for your use case. An incorrect Output is not a defect in the Service and is not a breach of these Terms.

6.3 No professional advice. Outputs are not medical, legal, financial, tax or other professional advice, and CloudRaker is not your adviser.

7. Fees, credits and taxes

7.1 Pricing. Fees are set out on milliseconds.ai and in the console at the time of purchase. Usage is metered in the units stated there. Unless the pricing page says otherwise, Fees are in United States dollars.

7.2 Prepaid credits. Paid usage is deducted from credits you buy in advance or through auto top-up. Purchased credits are non-refundable and non-transferable, except where the law requires a refund. Free monthly credits expire at the end of the month in which they are granted, as described on the pricing page.

7.3 Metering. CloudRaker’s records of your usage are the basis for billing. Usage counts requests that the Service admits, even when processing later fails for a reason attributable to your Inputs. If you believe a charge is wrong, tell us within 30 days of the charge and we will review it in good faith.

7.4 Payment. You authorize CloudRaker and its payment processor to charge the payment method on file for credits you buy and for auto top-ups you enable. If a payment fails, CloudRaker may stop serving paid requests until the balance is settled.

7.5 Taxes. Fees exclude taxes. You are responsible for all sales, use, value-added, goods and services and similar taxes that apply to your purchases, other than taxes on CloudRaker’s income.

7.6 Price changes. CloudRaker may change prices and plans. A change to the price of paid usage takes effect at least 30 days after we announce it in the console or by email. Credits you bought before the change keep their value in the units stated at purchase.

8. Limits, changes and deprecations

8.1 Rate limits and quotas. Each organization and each key type has request and token limits, published in the Documentation and returned in response headers. CloudRaker may adjust those limits to protect the platform. Your integration must honour rate-limit responses and retry-after instructions.

8.2 Changes to the Service. CloudRaker may improve, change, add or remove features and models. Where a change removes an API route, a model or a capability that you are using, CloudRaker will use commercially reasonable efforts to announce it in the changelog at least 30 days in advance, except where a shorter period is needed for security or legal reasons.

8.3 Availability. CloudRaker aims for high availability but gives no uptime commitment under these Terms. A service-level agreement applies only if it is included in a separate written agreement with you.

8.4 Maintenance. CloudRaker may perform maintenance at any time. We try to schedule disruptive maintenance outside peak hours and to announce it in advance.

9. Data protection and security

9.1 DPA. Where your Inputs contain personal data, the DPA at cloudraker.com/legal/dpa applies and forms part of these Terms. It sets out the roles of the parties, sub-processors, international transfers, deletion and audit rights.

9.2 Security programme. CloudRaker maintains the security programme described at trust.cloudraker.com, including encryption in transit and at rest, access controls and incident response. CloudRaker will notify you without undue delay of a confirmed security incident that affects your Inputs or Outputs.

9.3 Sub-processors. CloudRaker uses the sub-processors listed at trust.cloudraker.com to run the Service and will give notice of changes as set out in the DPA.

9.4 Zero data retention. By default, CloudRaker does not store your Inputs or Outputs after the Service has returned a response. CloudRaker keeps only request metadata, such as timestamps, key identifiers, token counts and status codes, for accounting and billing. That metadata is kept for up to 3 months and then aggregated so that it no longer identifies individual requests, except where the law requires longer retention. Deletion of personal data follows the DPA.

9.5 Confidentiality. Each party will protect the other’s non-public information with at least the care it applies to its own confidential information, and will use it only for the purposes of these Terms. This duty does not apply to information that is public, that the receiving party already knew, or that it must disclose by law.

10. Intellectual property and feedback

10.1 CloudRaker’s rights. CloudRaker and its licensors own the Service, the models, the Documentation, the SDKs and all improvements to them. These Terms give you no right in them beyond the licence in Section 2.2. Open-source SDKs are also licensed under the open-source licence stated in their repositories, which governs your use of that code.

10.2 Feedback. If you send CloudRaker suggestions, bug reports or other feedback, CloudRaker may use it without restriction and without any duty to you.

10.3 Marks. You may state that your product uses Milliseconds or CloudRaker in plain text. Any other use of our names or logos needs our written approval. CloudRaker may name you as a customer only with your consent.

11. Warranties and disclaimers

11.1 Mutual. Each party warrants that it has the authority to enter into these Terms.

11.2 Disclaimer. Except as expressly stated in these Terms, the Service is provided “as is” and “as available”. To the fullest extent permitted by law, CloudRaker disclaims all other warranties and conditions, express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement and accuracy of Outputs. CloudRaker does not warrant that the Service will be uninterrupted, error-free or secure, or that Outputs will be correct.

11.3 Consumer laws. Some jurisdictions do not allow certain disclaimers. Where that is the case, the disclaimers in this Section apply to the maximum extent the law permits.

12. Limitation of liability

12.1 Excluded damages. To the fullest extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data or business interruption, even if advised of their possibility.

12.2 Cap. To the fullest extent permitted by law, CloudRaker’s total liability arising out of or relating to the Service or these Terms, whether in contract, extra-contractual liability, tort or otherwise, will not exceed the greater of (a) the Fees you paid to CloudRaker for the Service in the 12 months before the event giving rise to the claim, and (b) one hundred Canadian dollars (CAD 100).

12.3 Exceptions. The limits in this Section do not apply to a party’s indemnity obligations, to a party’s breach of Section 9.5, to fraud or wilful misconduct, or to liability that the law does not allow to be limited.

12.4 Basis of the bargain. You acknowledge that the Fees reflect the allocation of risk in this Section and that CloudRaker would not provide the Service on these prices without it.

13. Indemnity

13.1 By you. You will defend CloudRaker, its affiliates and their officers, employees and agents against any third-party claim, and pay the resulting damages, costs and reasonable legal fees, to the extent the claim arises from (a) your Inputs, (b) your use of Outputs, (c) your applications, or (d) your breach of these Terms or the AUP.

13.2 By CloudRaker. CloudRaker will defend you against a third-party claim that the Service, used as permitted by these Terms, infringes that third party’s patent, copyright or trademark in Canada, the United States or the European Union, and will pay the resulting damages and reasonable legal fees awarded or agreed in settlement. CloudRaker has no obligation for claims based on your Inputs, on Outputs, on your combination of the Service with things CloudRaker did not supply, or on your use after CloudRaker told you to stop. If a claim is likely, CloudRaker may modify the Service, procure a licence, or terminate the affected part and refund unused prepaid credits for it. This Section is your exclusive remedy for infringement claims.

13.3 Procedure. The indemnified party must give prompt notice of the claim, allow the indemnifying party to control the defence and settlement, and give reasonable assistance at the indemnifying party’s expense. No settlement may admit fault on behalf of the indemnified party without its consent.

14. Suspension and termination

14.1 Term. These Terms apply from the moment you accept them and continue until terminated.

14.2 By you. You may stop using the Service at any time and may delete your organization from the console or by writing to support@cloudraker.com. Deleting an organization forfeits its remaining credits, subject to Section 7.2.

14.3 Suspension by CloudRaker. CloudRaker may suspend keys, an organization or specific traffic, with or without notice, where (a) we reasonably believe the use breaches these Terms or the AUP, (b) the use threatens the security, integrity or availability of the Service, (c) a payment has failed, or (d) the law requires it. We will lift a suspension when the cause is resolved and will tell you the reason where the law allows.

14.4 Termination by CloudRaker. CloudRaker may terminate these Terms (a) on 30 days’ notice for any reason, in which case we will refund the unused prepaid credits you bought in the 12 months before termination, or (b) immediately if you materially breach these Terms and do not cure the breach within 10 days after notice, or if the breach cannot be cured.

14.5 Effect. On termination, your licence ends, your keys stop working and you must cease all use of the Service. Sections 5.2, 5.5, 6, 7 (for amounts already accrued), 9.5, 10, 11, 12, 13, 14.5 and 16 survive. CloudRaker deletes your data as described in the DPA and Section 9.4.

15. Changes to these Terms

15.1 Notice. CloudRaker may revise these Terms. We will post the revised version at milliseconds.ai/legal/terms with a new version date and, for material changes, give at least 30 days’ notice in the console or by email to the addresses on your account.

15.2 Acceptance of changes. The revised Terms take effect on the date stated in the notice. Your continued use of the Service after that date is acceptance of the revised Terms. If you do not accept them, stop using the Service before that date; you may request a refund of unused prepaid credits bought in the 90 days before the notice.

15.3 Versions. The console records the version of these Terms accepted for your organization. Earlier versions are available on request.

16. General

16.1 Governing law. These Terms are governed by the laws of the Province of Québec and the federal laws of Canada that apply in it, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 Disputes. Before starting a claim, a party must give the other written notice of the dispute, and the parties will try in good faith to resolve it within 30 days. If they fail, the courts of the judicial district of Montréal, Québec have exclusive jurisdiction, and each party submits to that jurisdiction. Either party may seek an injunction in any competent court to protect its intellectual property or confidential information.

16.3 Language. The parties have expressly requested that these Terms and all related documents be drawn up in English. Les parties ont expressément demandé que les présentes conditions ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.

16.4 Export and sanctions. You must comply with the export-control and sanctions laws that apply to your use of the Service, and you confirm that you are not located in, and will not provide the Service to anyone in, a jurisdiction subject to a comprehensive embargo by Canada or the United States.

16.5 Assignment. You may not assign these Terms without CloudRaker’s written consent, except to a successor in a merger or a sale of substantially all of your assets, with notice to us. CloudRaker may assign these Terms to an affiliate or a successor.

16.6 Notices. CloudRaker gives notice in the console, by email to the addresses on your account or by publication on milliseconds.ai. You give notice to CloudRaker by email to support@cloudraker.com, with a copy by registered mail to the address in Section 1.1 for legal claims.

16.7 Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, except for payment obligations.

16.8 Independent parties. The parties are independent contractors. These Terms create no partnership, joint venture, agency or employment relationship.

16.9 Entire agreement. These Terms, the AUP, the DPA and the pricing published on milliseconds.ai are the entire agreement about the Service and replace all earlier discussions. Terms in your purchase orders or vendor forms do not apply. If a provision is unenforceable, the rest remains in force. A waiver must be in writing and applies only to the case it names.

16.10 Contact. Questions about these Terms: support@cloudraker.com.