Last Updated: March 5, 2026
BY USING OR ACCESSING THE CORVEX WEBSITE AND/OR SUBMITTING ANY INFORMATION OR COMPLETING ANY FORMS VIA THE WEBSITE, USER AGREES TO BE BOUND BY THESE TERMS OF USE. IF USER DOES NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE EXIT AND CEASE USING THE CORVEX WEBSITE NOW. These Terms of Use govern the use of our informational website available at www.corvex.ai only. Your access to and use of the Corvex AI Cloud (as defined below) is governed exclusively by a separate Offering Terms of Service (as defined below).
1.1 Agreement. Corvex, Inc. (referred to as “Corvex”, "Company", “us”, “we” or other similar terms) provides the corvex.ai website (and all other Corvex related websites) and various related Site Content (defined below) and services offered via the corvex.ai website (all of the websites, Site Content and services are collectively referred to as the “Site”) subject to User’s (as defined below) compliance with all the terms, conditions, policies and notices contained or referenced herein (the “Terms”, “Terms of Use” or “Agreement”), as well as any other written or electronic agreement between Corvex and User. In addition, when using the Site, Users shall be subject to any posted guidelines or rules (if any) applicable to the websites, services and Site Content comprising the Site in addition to those in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of Use.
1.2 Effective Date; Right to Modify; Binding Effect of Continued Use. These Terms of Use are effective as of the date that these Terms of Use appear on the Site (and the most recent effective date of the current version of these Terms of Use is set forth above). Corvex reserves the right to change these Terms of Use from time to time without notice to Users and any modifications or changes to these Terms of Use shall be effective upon such modification or amendment. User acknowledges and agrees that it is User’s responsibility to review the Site and these Terms of Use periodically and to be aware of any modifications. User’s continued use of the Site after such modifications will constitute User’s acknowledgement of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use. Corvex reserves the right to modify, suspend, or discontinue any portion of the Site, including any blog posts, whitepapers, or informational tools, at any time without notice. You agree that Corvex shall not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.
1.4 Over Age 18; Corporate Use. You represent that you are at least 18 years old. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms of Use, in which case the terms “User” "you" or "your" shall refer to such entity, its affiliates and users associated with it. IF YOU ARE NOT AT LEAST 18 YEARS OLD, OR DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS OF USE, YOU MUST NOT ACCEPT THESE TERMS OF USE AND MAY NOT ACCESS NOR USE THE SITE, EXCEPT IN YOUR INDIVIDUAL CAPACITY.
The following terms shall have the following meanings for purposes of this Agreement. Capitalized terms not defined in this Section are defined elsewhere in the Agreement.
“Affiliates” means Corvex’s owners, officers, directors and/or other managing individuals, affiliated companies, suppliers, partners, sponsors, advertisers, and agents and representatives, and includes (without limitation) all parties involved in creating, producing, and/or delivering the Site.
“Site Content,” means any content, material, information, media, article, post, communications, software, photos, video, graphics, music, sounds, and other material and services that can be viewed or otherwise accessed by Users on or through the Site but excludes User Data.
“User” or “you” or “your” (and similar terms) means any person or entity that visits, views, uses or accesses any portion of the Site.
“User Data” means the data and information that a User may import, upload or otherwise provide to the Site.
3.1 Access and Use. Subject to the terms and conditions of these Terms of Use, Corvex grants you a limited, non-exclusive right and license to access and use the Site solely for informational purposes only and in each case consistent with the other terms, limitations, and requirements set forth in these Terms of Use.
3.2 Corvex AI Cloud. Corvex’s primary business consists of providing and making available Corvex’s infrastructure-as-a-service platform known as “Corvex” that supports AI workloads together with Corvex’s platform-related services, software and technology (collectively the “Corvex AI Cloud”). While the Site may provide information regarding the Corvex AI Cloud, please note that the Corvex AI Cloud is exclusively made available pursuant to separate service agreements, license agreements, Terms of Service, SaaS agreements, PaaS agreements, IaaS agreements or other written agreement (“Offering Terms of Service”) mutually agreed upon by Corvex and its clients, and are not subject to or incorporated by reference into these Terms of Use.
3.3 Limitations. Corvex makes the Site available to Users in its sole discretion. Corvex reserves the sole right to either modify or discontinue the Site, including any features therein, at any time with or without notice to User. Corvex shall not be liable to User or any third party should Corvex exercise such right. User understands and agrees that temporary interruptions of the Site may occur as normal events. User further understands and agrees that Corvex has no control over third party networks that User may access when visiting and using the Site, and therefore, delays and disruption of other network transmissions are completely beyond Corvex’s control. User understands and agrees that the Site is provided “AS IS” and that Corvex assumes no responsibility for the timeliness, deletion, misdelivery or failure to store any Site Content, communications or personalization settings. User understands that certain functionality and portions of the Site may only be available to certain parties and that not all functionality and portions of the Site may be available to all Users. Any new features that augment or enhance the current Site shall be subject to these Terms of Use.
3.4 Equipment and Requirements. User acknowledges that certain portions or features of the Site may not be fully accessible or functional without a working Internet connection, and other system elements or requirements that may be specified by Corvex from time to time. It is User’s responsibility to ensure that User has all required system elements. Corvex may use third party providers to store, manage, and authenticate content, and to provide the necessary hardware, software, networking, storage, and related technology required to run the Site. We are not responsible for possible issues caused by third party faults or discontinuation of third party services impacting the Site. Corvex does not guarantee or warrant that any User Data or other content that you submit or access through the Site will not be subject to inadvertent damage, corruption, or loss. You are encouraged to backup files that you store or access on the Site (if any). While we take data security and privacy seriously, you understand and agree that the technical processing and transmission of the Site, including your User Data, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
3.5 Site Content. Site Content is provided for general informational and promotional purposes only. While we strive for accuracy, case studies, performance metrics, and testimonials on the Site represent past results and are not a guarantee of future performance for any specific User or workload. The Site Content regarding legal, regulatory, or technical compliance is provided as-is for educational purposes. It does not constitute legal or professional advice. User is responsible for consulting with their own counsel or compliance experts before relying on any information found on the Site. Corvex makes no representations as to the accuracy or completeness of any "how-to" guides, whitepapers, or architectural suggestions. Any reliance you place on Site Content is strictly at your own risk.
User’s affirmative act of viewing or using any portion of the Site (including, without limitation, submitting any forms to Corvex via the Site) constitutes User’s electronic signature to these Terms of Use and User’s consent to enter into agreements with Corvex electronically. User also agrees that Corvex may, but has no obligation to, send to User in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding the Site (collectively, “Notices”). Corvex can send User electronic Notices (i) to the e-mail address that User provided to Corvex (if any), or (ii) by posting the Notice through the Site. The delivery of any Notice from Corvex is effective when sent or posted by Corvex, regardless of whether User reads the Notice when User receives it or whether User actually receives the delivery or views the revised Notice. User can withdraw User’s consent to receive Notices electronically by discontinuing User’s use of the Site. User can retrieve an electronic copy and a printable version of this contract by clicking on the “Terms of Use” link on the Site. All contracts completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing. All questions, complaints, claims or other notices to Corvex shall be in writing and shall be made either via email or conventional mail. Notices to Corvex must be sent to the contact information provided on the Site. Any notices or communication under these Terms of Use will be deemed delivered to Corvex on the delivery date.
5.1 Accuracy; Security. User agrees to: (i) provide true, accurate, current and complete information about User and User’s property as prompted by Corvex’s forms and in any other related document or agreement (if any); (ii) to the extent applicable, to maintain and update User’s information that is on file with Corvex to keep it true, accurate, current, and complete. User acknowledges that, if any information provided by User is untrue, inaccurate, not current, or incomplete, Corvex reserves the right to terminate User’s use of the Site and withdraw any offer or agreement.
5.2 Restrictions. While using the Site, you agree that you will not: (i) violate any laws, third party rights or our policies or use the Site for any fraudulent purpose; (ii) use our Site or submit any of our forms if you are not able to form legally binding contracts or are temporarily or indefinitely suspended from using our Site; (iii) manipulate our Site, services, email responses or interfere with any other users use of the Site; (iv) provide false, inaccurate, misleading, defamatory, or libelous information or content; (v) spoof or create any emails, content, correspondence or other information from us, including fake or fraudulent acceptances or offers; (vi) create any competitive service or feature (or otherwise establish a competitive business) based on, in whole or in part, any content on the Site, the Corvex AI Cloud or any of our business ideas, (vii) create derivative works based on, reverse engineer, disassemble, decompile, or attempt to extract source code from the Site or the Site Content, (viii) distribute viruses or any other technologies that may harm the Corvex, or the interests or property of the Corvex’s other users and customers, or use any robot, spider, scraper, or automated means to access the Site for any purpose; (ix) use, copy, reproduce, modify, publicly display, perform, republish, download, store, transmit or distribute any Site Content, except for ordinary browser caching; (x) harvest or otherwise collect information about other Users, including email addresses, without their consent; (xi) use the Site to gain unauthorized access to Corvex’s network(s) or server(s); (xii) interfere with any User’s use and enjoyment of the Site; (xiii) violate the intellectual property rights, including but not limited to, copyrights, trademark rights, trade secrets or patents of any person or entity; (xiv) use any Site Content, data, or output for the purpose of developing, training, or improving any software program, algorithm, or machine learning model; and/or (xv) publish or disclose any comparative or "benchmarking" assessments of the Site's or Corvex AI Cloud performance. This description of prohibited conduct is not intended to be exhaustive, and Corvex has sole discretion to determine what constitutes prohibited conduct for Users. Users who violate system or network security may incur criminal or civil liability. Without limiting other remedies, we may limit, suspend, or terminate our Site, prohibit access to our Site, delay or remove content, and take technical and legal steps to keep Users off the Site if we think that they are creating problems, possible legal liabilities, or acting inconsistently with these Terms. You are strictly prohibited from using any Site Content for the training, development, or fine-tuning of any machine learning or artificial intelligence models. Any automated scraping, harvesting, or indexing of Site Content for commercial purposes is a material breach of these Terms.
5.3 Age for Use of the Site. User must be 18 years of age or older to visit or use the Site in any manner. By visiting the Site or accepting these Terms of Use, User represents and warrants to Corvex that User is 18 years of age or older, and that User has the right, authority and capacity to agree to and abide by these Terms of Use. User also represents and warrants to Corvex that Users will use the Site in a manner consistent with any and all applicable laws and regulations.
5.4 Telemetry and Remote Collection. User acknowledges and agrees that the Site may transmit to Corvex (and Corvex may collect and use) certain data and information related to the Site, including as related to its operation and use. More information related to how we collect and process personal information is set forth in our Privacy Policy.
6.1 Privacy Policy. The personal information Corvex obtains through User’s use of the Site, including User Data that qualifies as personal information, is subject to Corvex’s Privacy Policy, which is specifically incorporated by reference into these Terms of Use.
6.2 User Data. You are responsible for all User Data submitted to the Site or otherwise provided to us. You shall be solely responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use your User Data. Corvex shall not be responsible for any data, information or material that you authorize us to retrieve or that you submit to the Site. Corvex does not pre-screen, verify, monitor or otherwise authorize User Data. However, Corvex and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any User Data that is processed by or provided to the Site. We may, but have no obligation to, remove User Data that we determine in our sole discretion is illegal, threatening or otherwise objectionable or violates any party's intellectual property or these Terms of Use. You represent and warrant that you own or have all rights necessary to submit any User Data, and that your User Data does not violate any law or infringe any right of any third party.
6.3 License. User acknowledges and agrees and hereby grants Corvex any and all rights and licenses to: (i) access, use, process, display and manipulate any User Data as necessary to provide, improve and monitor the Site; and (ii) use User Data for its commercial, marketing, research and analysis purposes. For User Data that qualifies as personal information, we will handle that User Data consistent with Corvex’s Privacy Policy.
User agrees that Corvex shall have the right, at any time, and at Corvex’s sole discretion, to terminate User’s access to the Site without prior notice to User for violating this Agreement, including, without limitation, breach of these Terms of Use. In addition, User acknowledges that Corvex will cooperate fully with investigations of violations of systems or network security at other sites. Upon termination or suspension, regardless of the reasons therefore, User’s right to use the Site immediately ceases, and User acknowledges and agrees that Corvex may immediately bar any further access to this Site. Corvex shall not be liable to User or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by Corvex in connection therewith. Applicable provisions of this Agreement shall survive any termination. Corvex reserves the right to block, IP-restrict, or otherwise deny access to the Site to any individual or entity at its sole discretion, without notice, for any reason, including but not limited to excessive bot traffic or suspected security threats.
The Site may link Users to other sites on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. These sites may contain information or material that some people may find inappropriate or offensive. These other sites and parties are not under Corvex’s control, and User acknowledges that Corvex is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor is Corvex responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the Site, Corvex or Corvex’s Affiliates, or any warranty of any kind, either express or implied. Your access to and use of all such third party sites is entirely at your own risk and subject to such third parties’ terms and conditions. You acknowledge that Corvex is a provider of infrastructure and is not responsible for the content, data, or conduct of any third-party customers who utilize the Corvex AI Cloud services. Your use of the Site does not create a right to seek relief from Corvex for the actions of Corvex’s customers.
9.1 Corvex Ownership. By accepting these Terms of Use, User acknowledges and agree that the Site is protected by Corvex’s, it’s Affiliates’, and their respective licensors’ copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of Corvex and/or its Affiliates. Any unauthorized use of the Site and/or the Site Content available thereon may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties. No license or right under any copyright, patent, trademark, service mark, or other proprietary right is granted to or conferred upon User by these Terms of Use or your use of the Site. Any use of Corvex’s trade names, trademarks, service marks, or logos without prior written consent is strictly prohibited. Neither Corvex nor Corvex’s Affiliates warrant or represent that User’s use of Site Content displayed on, or obtained through, the Site will not infringe the rights of third parties. Certain of the ideas, software and processes incorporated into the Corvex AI Cloud that are available on the Site may be protected by patent applications pending in, or filed with, the United States, and Corvex may prepare and file additional patent applications in selected foreign jurisdictions.
9.2 Feedback. By submitting feedback and suggestions, you agree to grant and hereby do grant a non-exclusive, perpetual, irrevocable, and royalty-free license to any intellectual property rights you may have in your feedback and suggestions to Corvex to use to improve the Site and Corvex products or services. You acknowledge that submission of feedback and suggestions is voluntarily and Corvex may consider or is developing technology that is the same or similar to your feedback or suggestions.
10.1 User Data. Corvex agrees that, as between the parties, the User Data is owned by User. By submitting User Data, you grant Corvex a worldwide, perpetual, irrevocable, royalty-free license to use, store, and process such data for our business purposes. User is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and copyright of all User Data, and Corvex assumes no responsibility for the deletion, correction, destruction, loss, infringement or failure of the Site to store any User Data. Corvex shall not be required to maintain a backup or copy of any User Data and Corvex shall have no liability for any loss of User Data, whether caused by Corvex, User, any third party service provider or any third party. User shall comply with local, national and international laws and regulations applicable to the transmission or storage of data through the Site. User is solely responsible for ensuring that it has all rights necessary to provide the User Data to Corvex and the Site. User acknowledges and agrees that no transmission or hosting of data is 100% secure and there remains a possibility that User Data may be subject to unauthorized access by hacking, malware, systems breach or other unauthorized method and User shall have no liability relating to any such breach or access. User agrees that the submission of User Data is voluntary and does not create any fiduciary or confidential relationship between User and Corvex.
10.2 Suspected Copyright Violations. Corvex respects the intellectual property of others, and Corvex asks Users to do the same. If User believes its copyright, trademark or other property rights have been infringed by User Data or Site Content on the Site, User should send notification to Corvex, via the contact information on the Site, immediately. To be effective, the notification must include: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) information reasonably sufficient to permit Corvex to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; (iii) identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit Corvex to locate the materials; (iv) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and (v) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringing.
THE SITE AND ALL SITE CONTENT ON, AND SERVICES PROVIDED THROUGH, THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CORVEX MAKES NO WARRANTY THAT (A) THE SITE, SITE CONTENT AND ANY SERVICES OFFERED THROUGH THE SITE WILL MEET USER’S REQUIREMENTS OR WILL BE OF A CERTAIN QUALITY, (B) THE SITE, SITE CONTENT AND ANY SERVICES OFFERED THROUGH THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM MISTAKES, ERRORS OR DEFECTS, OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SITE CONTENT AND ANY SERVICES OFFERED THROUGH THE SITE WILL BE EFFECTIVE, ACCURATE OR RELIABLE.
THE SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. THE SITE OR THE SERVERS THAT MAKE THE SITE AVAILABLE COULD INCLUDE VIRUSES OR OTHER HARMFUL COMPONENTS. THE USE OF THE SITE OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THE SITE ARE DONE AT USER’S OWN DISCRETION AND RISK AND WITH USER’S AGREEMENT THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER’S COMPUTER SYSTEM(S) OR NETWORK(S) OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO USER.
IN NO EVENT SHALL CORVEX BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT CORVEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITEOR ANY SITE CONTENT, OR WEB SITE REFERENCED OR LINKED TO FROM THE SITE. FURTHER, CORVEX SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES LINKED TO OR REFERENCED ON SITE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, USER AGREES THAT USER'S SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH CORVEX IS TO STOP USING THE SITE. CORVEX AND ITS AFFILIATES TOTAL MAXIMUM LIABILITY UNDER THIS AGREEMENT AND FOR ANY CLAIMS RELATED TO A USER'S USE OR ACCESS TO THE SITE SHALL BE $100 IN THE AGGREGATE. NO CLAIM MAY BE ASSERTED BY YOU AGAINST CORVEX MORE THAN 12 MONTHS AFTER THE DATE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER IN THOSE PARTICULAR JURISDICTIONS.
Upon a request by Corvex, User agrees to defend, indemnify, and hold Corvex and Corvex’s Affiliates harmless from all liabilities, amounts, damages, claims, alleged claims, costs and expenses, including attorney’s fees, that arise from, are related to or otherwise are connected with (i) User’s use or misuse of the Site; (ii) any misrepresentation, fraud, intentional misconduct, gross negligence, or other act or omission that is inconsistent with the requirements of the Site, these Terms of Use or any other agreements entered into between Corvex and User; (iii) any breach of any provision of these Terms of Use; (iv) any violation of applicable law by User; (v) any violation of any intellectual property rights by User, whether Corvex's rights or those of a third party; and (vi) any User Data that User imports, uploads or otherwise provides to the Site. Corvex reserves the right, at Corvex’s own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User will cooperate with Corvex in asserting any available defenses.
Although the Site may be accessible worldwide, Corvex makes no representation that (i) use of, or Site Content on, the Site is appropriate or available for use in locations outside the United States, and (ii) use of the Site or Site Content on the Site is compliant with foreign law. Users who choose to access the Site from other locations do so on such User’s own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Site is void where prohibited.
User agrees that the laws of the State of Delaware, without regard to principles of conflict of laws, will govern these Terms of Use and any claim or dispute that has arisen or may arise between User and Corvex, except as otherwise stated in these Terms of Use. All claims under these Terms of Use or related to User’s relationship with the Site shall exclusively be brought in Fairfax County, Virginia.
Before filing any claim or action against Corvex, you agree to send a written “Notice of Dispute” to our registered address. You and Corvex agree to spend no less than thirty (30) days attempting to resolve the matter through good-faith negotiations. You agree that this is a condition precedent to filing any lawsuit. USER AND CORVEX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both User and Corvex agree otherwise, no judge or arbitrator may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
These terms and conditions constitute the entire agreement and understanding between Corvex and User concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. These Terms of Use may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by User and Corvex. To the extent that anything in or associated with the Site is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.
18.1 Assignment. User may not assign User’s rights and obligations under these Terms of Use to any third party, and any purported attempt to do so shall be null and void. Corvex may freely assign Corvex’s rights and obligations under these Terms of Use and transfer, assign or novate these Terms of Use.
18.2 Force Majeure. In addition to any excuse provided by applicable law or under this Agreement, Corvex shall be excused from liability for non-delivery or delay in delivery of the Site arising from any event beyond Corvex’s reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond Corvex’s reasonable control, whether or not similar to those which are enumerated above.
18.3 Enforceability; Severability. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
18.4 No Waiver. Any failure by Corvex to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision or a waiver of Corvex’s right to enforce or exercise any such provision of these Terms of Use in the future.
18.5 Intended Beneficiaries. These Terms of Use are strictly between Corvex and User. There are no intended third party beneficiaries of these Terms of Use.
18.6 Government Sales. If User is a branch or agency of the United States Government or a contractor thereto, the following provision applies. As defined in FAR section 2.101, the Site (including any Site Content and services offered through the Site) and related documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of these Terms of Use and will be prohibited except to the extent expressly permitted by the terms of these Terms of Use.
18.7 Contact. Questions, complaints, and notices regarding these Terms or the Site may be directed to: Corvex, Inc., Attn: CEO, 3401 N. Fairfax Drive, Suite 3230, Arlington, VA 22201 with required copy to privacy@corvex.ai.
18.8 Attorney’s Fees. In the event of any litigation or dispute arising out of or related to these Terms of Use or your use of the Site, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party.
BY USING THIS SITE AND/OR SUBMITTING ANY INFORMATION OR COMPLETING ANY FORMS, USER AGREES TO BE BOUND BY THESE TERMS OF USE. IF USER DOES NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE EXIT THE SITE NOW.
Last Updated: August 4, 2026
These Corvex Token Factory Terms of Service set forth legal terms and conditions applicable to a Customer’s access and use of the Corvex Token Factory. All access to and use of the Services by a Customer is subject to these Terms of Service. Capitalized terms used in these Terms of Service are set forth in Section 1 below or as otherwise defined in the text of these Terms of Service.
IF CUSTOMER IS AN ENTITY, COMPANY, OR OTHER ORGANIZATION, THE INDIVIDUAL ACCEPTING THESE TERMS OF SERVICE ON BEHALF OF CUSTOMER REPRESENTS AND EXPRESSLY AGREES THAT HE OR SHE IS AUTHORIZED ON BEHALF OF CUSTOMER, AS AN OFFICER, EXECUTIVE OR OTHER AUTHORIZED CUSTOMER REPRESENTATIVE, TO AGREE TO AND ACCEPT THESE TERMS OF SERVICE AND SUCH INDIVIDUAL FURTHER REPRESENTS THAT HE OR SHE HAS AUTHORITY TO BIND CUSTOMER TO THE TERMS HEREOF. IF CUSTOMER IS AN INDIVIDUAL, THEN YOU ARE AGREEING TO THESE TERMS IN YOUR INDIVIDUAL CAPACITY, YOU ARE AGREEING TO THESE TERMS IN YOUR INDIVIDUAL CAPACITY AND MAY NOT USE THE CORVEX SERVICES IN CONNECTION WITH YOUR EMPLOYMENT OR FOR YOUR EMPLOYER.
BY REGISTERING FOR, SUBSCRIBING TO, OR ACCESSING OR USING, ANY OF THE SERVICES (INCLUDING BY CLICKING “I AGREE” TO THESE TERMS WHEN PRESENTED DURING THE REGISTRATION PROCESS) OR BY AGREEING TO OR ENTERING INTO AN ORDER (INCLUDING AN ORDER SIGNED OR ACCEPTED BY A CUSTOMER REPRESENTATIVE), CUSTOMER ACKNOWLEDGES THAT IT HAS READ ALL OF THESE TERMS AND CONDITIONS AND AGREES TO COMPLY WITH THEM AND ANY EXHIBITS, POLICIES OR OTHER AGREEMENTS INCORPORATED HEREIN BY REFERENCE. IF CUSTOMER DOES NOT AGREE WITH THESE TERMS OF SERVICE, CUSTOMER MAY NOT ACCESS OR OTHERWISE USE ANY SERVICES AND MUST DISCONTINUE ALL USE THEREOF. CUSTOMER’S ACCESS TO AND USE OF THE ANY OF THE SERVICES INDICATES CUSTOMER’S FULL UNDERSTANDING AND ACCEPTANCE OF THESE TERMS OF SERVICE.
THESE TERMS OF SERVICE CONTAIN AN ARBITRATION PROVISION, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE CUSTOMER TO SUBMIT CLAIMS CUSTOMER HAS AGAINST CORVEX TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION PROVISION, (1) CUSTOMER WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST CORVEX ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) CUSTOMER WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS. THESE TERMS OF SERVICE ALSO CONTAIN OTHER LIMITATIONS ON CUSTOMER, INCLUDING LIMITATIONS ON CORVEX’S LIABILITY AND DISCLAIMERS OF WARRANTY, AND CUSTOMER SHOULD READ THESE TERMS CAREFULLY.
For purposes of these Terms of Service, capitalized terms used herein shall have the meanings set forth in this Section or the meanings otherwise given to them in the main body of these Terms of Service:
“Affiliate” means Corvex’s owners, officers, directors, affiliated companies, suppliers, partners, agents, representatives, and any other parties involved in creating, providing, producing, and/or delivering any of the Services.
“Applicable Laws” means any applicable law, rule, regulation or other government requirement.
“Corvex” “Company” “we” “us” “our” and other similar terms means Corvex, Inc., a Delaware corporation.
“Corvex Token Factory” or “Services” means the platform, software, hosted endpoints, application programming interfaces (APIs), software development kits (SDKs), web interfaces, cloud infrastructure, model hosting, fine-tuning, or inference functionality, and any associated Documentation, tools, or services made available by Corvex under these Terms of Service or any applicable Order.
“Corvex IP” means Corvex’s intellectual property and technologies (whether existing before or developed or arising after the Effective Date), including, without limitation, Corvex’s software, code, tools, methods, procedures, frameworks, algorithms, applications, know-how, proprietary information, ideas, techniques, forms, designs, report or spreadsheet templates, technical data, technical specifications, designs, models, content, materials, research, developments, inventions, products, works of authorship, records, reports, and documentation (both printed and electronic) whether or not any of the foregoing may be patented, copyrighted, trademarked or otherwise protected and including any derivatives, improvements, enhancements or extensions of any of the foregoing. Corvex IP includes without limitation, the Corvex Token Factory (other than the Open Source AI Models), any Inventions, the Usage Data, and all Feedback.
“Customer” means the individual, entity, company, organization or other party that is accepting and agreeing to, or is otherwise bound by, these Terms of Service as set forth herein.
“Customer Materials” means any data, information, content, documents, files, software, applications, programs, images, products, services, instructions, prompts, directions or materials that Customer or its Customer Representatives upload, provide, input, or transmit to the Services, or that is otherwise processed by the Services on behalf of Customer (including, for clarity, any of the foregoing that is processed by the Open Source AI Models that may be accessible via, interoperate with or otherwise be used on the Services).
“Customer Representatives” means Customer’s employees, representatives, agents and any other person that accesses the Corvex Token Factory or any of Corvex’s other Services through Customer’s account or otherwise on behalf of Customer.
“Documentation” means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by Corvex for any of the Services.
“Feedback” means any feedback from Customer or its Customer Representatives related to their respective access to and use of the Services, including without limitation, feedback on features or functionality, usability, specifications, architectural diagrams, APIs and related information, software or hardware compatibility, interoperability, performance, bug reports, test results and documentation requirements, and may also include suggestions or ideas for improvements or enhancements to the Services.
“Open Source AI Models” means the open source machine learning, AI or other similar model(s) that are available for access, use and deployment within the Corvex Token Factory at a particular time. The Open Source AI Models are available at https://tokenfactory.corvex.cloud/v1/models.
“Order” means an online order page or similar website page on a Corvex website or other related site or page that allows Customer to select any of the Services (e.g. selecting a specific token purchase level or plan offered by Corvex, selecting usage duration, etc.).
“Outputs” means the results, analysis, data, summaries, reports, content, materials, analytics, designs, information or other outputs that are produced or generated by the Customer’s access to and use of the Services and Open Source AI Models, including any of the foregoing that are based on Customer Materials. Outputs (or portions thereof) do not include, and shall always exclude, any Corvex IP. In other words, any portion of Outputs that include Corvex IP (like design templates, underlying models, etc.) and are not considered Outputs but rather Corvex IP.
“Party” means Corvex or Customer individually and “Parties” means Corvex and Customer collectively.
“Permitted Use” means use of the Corvex Token Factory solely for Customer’s purposes of using the Open Source AI Models in the normal course and in each case consistent with these Terms of Service, the AUP and all applicable Open Source Licenses.
“Personal Information” means data that can be used to identify, contact, or locate a natural person, which may include but is not limited to, name, address, telephone number, e-mail address, online contact information (including, without limitation, an instant messaging user identifier or a screen name that reveals an individual’s e-mail address), account numbers (financial and otherwise), government-issued identifier (including, but not limited to, social security number) and any other data considered personal information or personal data under Applicable Laws (including, in some jurisdictions, IP addresses, and where applicable cookie information and mobile identifiers).
“Prohibited Customer Materials” means any Customer Materials that contain or constitute: (a) confidential data, confidential information, trade secrets, or non-public proprietary information; (b) Sensitive Information; (c) health data, Protected Health Information (“PHI”) as defined under the Health Insurance Portability and Accountability Act (HIPAA), or regulated health data under any Applicable Law; (d) active API keys, unencrypted passwords, financial account credentials, or other security tokens; or (e) any regulated data, Personal Information or Sensitive information as defined by any Applicable Law (except for the specific Personal Information expressly permitted under Section 7.b).
“Sensitive Information” means: (a) social security numbers, passport numbers, driver’s license numbers, or other government-issued identification numbers; (b) financial account numbers, credit or debit card numbers, or related security codes or credentials; (c) biometric identifiers, genetic data, or health data; (d) information revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership; (e) data concerning sex life or sexual orientation; or (f) any other data categorized as "sensitive," "special category," or high-risk under applicable data privacy or security laws.
“Terms of Service” or “Agreement” means these Corvex Token Factory Terms of Service and any related policies or agreements incorporated by reference, including the AUP.
a. Organizational Use. If Customer is an entity, company, or organization, the individual entering into these Terms of Service on behalf of Customer hereby represents that he or she has the authority to bind Customer, its affiliates and all Customer Representatives who access any of the Services through Customer’s account to these Terms of Service. ANY INDIVIDUAL WHO DOES NOT HAVE SUCH AUTHORITY, OR WHO DOES NOT AGREE WITH THESE TERMS OF SERVICE, MUST NOT ACCEPT THESE TERMS OF SERVICE AND MAY NOT ACCESS NOR USE ANY OF THE SERVICES.
b. Corvex AI Cloud. These Terms of Service only address the Corvex Token Factory. Corvex also offers and provides an infrastructure-as-a-service platform known as the “Corvex AI Cloud” that supports AI workloads together with Corvex’s platform-related services, software and technology. The Corvex AI Cloud is exclusively made available pursuant to separate service agreements, license agreements, Terms of Service, SaaS agreements, PaaS agreements, IaaS agreements or other written agreement, and is not subject to or incorporated by reference into these Terms of Service. Other Corvex services and offerings are also not provided under these Terms of Service.
c. Open Source AI Models. The Services allow Customer to use the Open Source AI Models available at https://tokenfactory.corvex.cloud/v1/models using Corvex’s inference infrastructure. Customer is solely responsible for selecting its Open Source AI Models and for the manner in which Customer uses the Open Sources AI Models. Corvex does not oversee or assume any responsibility for Customer’s decisions with respect to the Open Source AI Models. In addition to these Terms of Service, each such Open Source AI Model is subject to its own license rights, terms, conditions and requirements (the “Open Source Licenses”). The applicable Open Source Licenses for each corresponding Open Source AI Model are identified in the model catalog available at https://tokenfactory.corvex.cloud/v1/models. Customer and its Customer Representatives are subject to all applicable Open Source Licenses governing the Open Source AI Models that they elect to access or use via the Services (in addition to these Terms of Service). If Customer is unable to comply with an Open Source License, Customer and its Customer Representatives may not use that particular Open Source AI Model. In the event of any conflict between these Terms of Service, on the one hand, and the applicable Open Source License, on the other hand, as related to a particular Open Source AI Model, the Open Source License shall control solely with respect to the license rights governing such Open Source AI Model.
a. Corvex Token Factory Right to Access and Use. During the Term (as defined below) and subject to the terms and provisions of these Terms of Service, Corvex hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for the Permitted Use and subject to any terms, limitations, requirements or restrictions set forth in any Orders entered into or accepted by Customer. Corvex provides the Services subject to Customer’s and each of its Customer Representative’s compliance with all the terms, conditions, policies and notices contained or referenced in these Terms of Service, as well as any other written or electronic Order or other agreement between Corvex and Customer, as well as the applicable corresponding Open Source Licenses.
b. Policies. When using the Services, Customer and its Customer Representatives shall be subject to the Acceptable Use Policy attached hereto as Exhibit A (the “AUP”), and any other posted guidelines, rules or documentation (if any) applicable to the Services that may contain terms and conditions in addition to those in these Terms of Service. The AUP together with all such other posted guidelines, rules and documentation are collectively referred to herein as the “Policies” and individually as a “Policy”. Policies may contain terms and conditions in addition to those in these Terms of Service and are subject to change upon advance written notice (with notice via email or via posting on the Corvex website being sufficient for this purpose). Please know that the Policies are intended to set forth rules, guidelines, and instructions related to how the Services are accessed and used, and the Policies will not modify the specific business terms (e.g., usage rights purchased, fees, term duration) mutually agreed upon by the Parties in an Order. The Policies shall be communicated by or made publicly available or posted by Corvex as they become applicable or are modified. Customer is responsible for reviewing the Policies regularly. All such Policies are hereby incorporated by reference into these Terms of Service. In the event of conflict between the Policies and these Terms of Service, the terms of these Terms of Service shall control to the extent that such Policy terms are clearly in conflict with these Terms of Service, and such Policy terms cannot be read in a consistent or additive manner.
c. Orders. Specific access and use rights granted to Customer and other terms and conditions relevant to Customer’s use of the Services being purchased by Customer shall be mutually agreed by the Parties from time to time in one or more Orders (e.g. via an online order page or similar website page). Among other things, an Order may set forth (i) the specific Services being purchased (e.g., number of access tokens being purchased), (ii) fee and payment terms, (iii) contact information for the Parties, and (iv) any other terms, conditions or provisions. Each Order shall be subject to all of the terms and conditions of this Agreement and is incorporated herein by reference. The Parties may also from time to time mutually agree to modify or amend Customer’s existing Order terms by entering into an amendment to an existing Order (a “Change Order”). Each Order and Change Order shall only be effective once signed by both Parties. Any Change Orders entered into by the Parties shall constitute an amendment to the applicable Order and the revised terms and services set forth in the Change Order shall be deemed to be Services that are part of the original Order and are covered by this Agreement.
d. Customer Representatives; Organizational Accounts.
i. An individual may access or use the Services on behalf of a company, employer, or other legal entity. In such cases, notwithstanding anything to the contrary herein: (a) these Terms of Service constitute a binding agreement between Corvex and both such individual and Customer; (b) all license grants, restrictions, obligations, acknowledgments, representations, warranties, and covenants set forth herein apply to both such individual and Customer; (c) such individual represents and warrants that they have full legal authority to bind Customer (including its subsidiaries and affiliates) to these Terms of Service, and absent such authority, such individual may not access or use the Services; (d) such individual's acceptance of these Terms of Service binds Customer and its subsidiaries and affiliates hereto; (e) Customer shall make all Customer Representatives aware of these Terms and cause each Customer Representative to comply herewith; and (f) Customer shall be solely responsible and liable for all acts and omissions of its Customer Representatives, including, without limitation, any act or omission by a Customer Representative that would constitute a breach of these Terms if committed by Customer.
ii. Customer Representatives may access and use applicable portions of the Services solely for the purpose of exercising Customer’s rights and performing Customer’s obligations hereunder. Customer may establish organization accounts and associated subaccounts or user profiles for its Customer Representatives, all of which shall operate under Customer’s primary organization umbrella and share Customer’s centralized billing account and Prepaid Token Balance. Without limiting the generality of the foregoing, if an individual creates or accesses an account using an email address provisioned or owned by Customer, or if Customer pays or reimburses any Fees for such individual’s access, Corvex may deem such account to be Customer’s account. Accordingly, Corvex reserves the right to: (i) disclose Usage Data and administrative information regarding such individual to Customer; and (ii) suspend, terminate, or transfer administrative control of such account if the individual ceases to be associated with Customer or no longer uses Customer’s provisioned email domain.
iii. Customer is solely responsible for managing which Customer Representatives have access to the Services and/or the Customer Materials, for any actions taken by such Customer Representatives with respect to Customer’s Corvex Token Factory account and Customer Materials, and for all activities that occur under or through Customer’s Corvex Token Factory account. Customer Representatives shall be granted access to the Services for the Permitted Use through Corvex’s applicable procedures and requirements in effect from time to time (if any), and Customer and each Customer Representative are responsible for maintaining the confidentiality of all applicable usernames, passwords, API keys, and other account authentication credentials. Customer agrees to immediately notify Corvex via an email to support@corvex.ai of any unauthorized use of the Services or credentials of which Customer becomes aware.
e. Effective Date; Amendment. These Terms of Service are effective as of the date that Customer first uses any of the Services, clicks “I Agree” when these terms are first presented in connection with the Service registration process, or as otherwise specified in an Order (the “Effective Date”). Corvex reserves the right to change these Terms of Service at any time and in Corvex’s sole discretion. Upon doing so, Corvex will update this page and may (but is not required to) provide Customer with email notice of the modification. Any changes to these Terms of Service will take effect immediately from the date of publication. Customer should check these Terms of Service periodically for changes and Customer can determine when these Terms of Service were last revised by referring to the "Last Updated" line at the top of the Terms of Service. If the modified Terms of Service are not acceptable to Customer, Customer’s sole recourse is to discontinue its use of the Services. In other words, if Customer does not agree with a change, Customer must cease any and all access and use of the Services.
f. Service Modifications. Corvex reserves the right to modify, revise, upgrade, and maintain the Services (and any portion thereof) for any reason and at any time. Without limiting the foregoing, Corvex reserves the right to replace, discontinue or modify the particular Open Source AI Models, APIs, inference infrastructure and other technology available through the Services, and Corvex makes no representations or warranties that any particular Open Source AI Models, APIs, inference infrastructure and other technology shall be available through the Services. Additionally, Corvex reserves the right to implement dynamic or static rate limits, request quotas, and token caps without prior notice to ensure system stability and fair access for all tenants. Corvex does not guarantee uninterrupted availability of specific hardware types (e.g., specific GPU models), and serverless endpoints are subject to cold-start delays and capacity fluctuations
a. Requirements and Restrictions. Customer and its Customer Representatives shall at all times comply with the AUP and all applicable Open Source Licenses. In addition, and without limiting the scope and application of the AUP, Customer and its Customer Representatives shall not: (a) copy the Services; (b) loan, rent, or lease the Services or otherwise transfer, assign the right to use or commercialize any of the Services, including but not limited to posting or otherwise making the Services available on the Internet including as a service bureau or application service provider; (c) itself, nor permit or encourage others to, reverse engineer, decompile, decipher, disassemble, translate or otherwise decrypt or discover the source code of all or any portion of the Services (other than the open source elements); (d) modify, adapt or write or develop any derivative works based on the Services or use the Services in any manner except as expressly provided in these Terms of Service; (e) interfere with or disrupt the integrity or the operation of the Services; (f) copy any features, functions, screens, interfaces or graphics of the Services; (g) use the Services or submit any Corvex forms if temporarily or indefinitely suspended from using the Services by Corvex; (h) manipulate any of the Services, email responses or interfere with any other Corvex client’s or user’s use of the Services; (i) provide false, inaccurate, misleading, defamatory, or libelous information or content; (j) spoof or create any emails, content, correspondence or other information from Corvex, including fake or fraudulent acceptances or offers; (k) transmit, store, distribute in or through the Services any viruses, malware, harmful code or any other technologies that may harm Corvex or the interests or property of Corvex’s other clients and users; (l) harvest or otherwise collect information about Corvex’s other clients and users, including email addresses, without their consent; (m) use the Services to gain unauthorized access to Corvex’s or any third parties network(s) or server(s); (n) interfere with any of Corvex’s other client’s and user’s use and enjoyment of the Services; (o) violate the intellectual property rights, including but not limited to, copyrights, trademark rights, trade secrets or patents, of any person or entity; (p) use the Services in any manner that impacts (i) the stability of the servers and infrastructure running the Services, or (ii) the behavior of other applications or programs that use the Services; (q) make calls through the Services that exceed limits on the number and frequency of such calls or take any action that imposes an unreasonable or disproportionately heavy load on the Services or that negatively affects the ability of others to access or use the Services; (r) use the Services to create or improve any competitive product, service or offering, (s) perform benchmarking, testing or other similar actions related the Services, and/or (t) transmit or store in or through the Services (or any portion thereof) any infringing, libelous, or otherwise unlawful or tortious material, or material in violation of third party privacy rights or in a manner that violates Applicable Law. Under no circumstances shall Customer allow other commercial entities (including, without limitation, Customer’s affiliates, customers, clients or business partners) to access or use the Services without Corvex’s prior written consent. Customer shall ensure that only Customer Representatives use the Services through Customer’s account and only as intended and in accordance with the terms of these Terms of Service, applicable Orders and any provided documentation.
b. Premium Features. Customer acknowledges and agrees that, from time-to-time, portions of, or functionality included in, the Services may be added to, modified, discontinued or deleted by Corvex and that the Services may change over time unless otherwise expressly agreed between the Parties in an Order. Corvex may (but is not required to) expand or enhance the Services by providing additional features (e.g. provisions throughput) in the general course of Corvex’s standard development model and offering road map (“Premium Features”). Customer acknowledges and agrees that certain Premium Features may be priced separately in Corvex’s sole discretion and Customer may be required to pay additional amounts for such Premium Features (in addition to Fees previously agreed upon by the Parties). Customer understands that certain functionality and portions of the Services may only be available to certain customers and that not all functionality and portions of the Services may be available to all customers and all users. Any Premium Features made available by Corvex shall be considered Services and shall be subject to these Terms of Service. Premium Features purchased by Customer shall be mutually agreed upon in an Order prior to Customer being charged for those Premium Features.
c. Third Party Technology. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, Internet access, network connections, desktop or laptop computers or other compatible devices, web browsers, browser extensions, etc. (collectively, “Third Party Technology”). Customer shall also be responsible for maintaining the security of the Third Party Technology, Customer accounts, passwords (including but not limited to administrative and user passwords) and files, and for all uses of any of the Customer accounts or the Third Party Technology with or without Customer’s knowledge or consent. In order for Customer to make full use of the Services, it may be necessary for Customer to use particular Third Party Technology and Customer shall be responsible for procuring and maintaining such Third Party Technology and complying with any requirements related thereto. If Customer is unable to access all or part of the Services because it does not have access to any necessary Third Party Technology, this shall not constitute a breach of these Terms of Service by Corvex and Corvex shall not be liable for any loss, damage or expense which may result from Customer’s inability to access the Services.
d. Customer Offerings. Corvex assumes no responsibility for Customer’s products, services, solutions, offerings, operations and other business activities (the “Offerings”), including, without limitation, that use of the Service by Customer and its Customer Representatives (including any results or Outputs generated by Customer’s and its Customer Representatives’ use of the Service) shall comply with all Applicable Laws. Customer is solely responsible for providing and delivering the Offerings to its clients, customers and user base, and resolving all disputes with such clients, customers and user base. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT CORVEX SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY OF CUSTOMER’S OFFERINGS AND ANY CLAIMS, ISSUES, MATTERS OR OTHER INTERACTIONS WITH ANY OF CUSTOMER’S CLIENTS, CUSTOMERS OR USE BASE.
e. Customer Responsibilities. Customer agrees that, at all times during the Term, it shall: (i) perform those tasks and assume those responsibilities required by Corvex related to the Services; (ii) upon Corvex’s request, make available to Corvex Customer personnel familiar with Customer’s business requirements related to the Services; (iii) reasonably cooperate with Corvex regarding the Services: (iv) comply with all Applicable Laws and all applicable Open Source Licenses when using the Services; (v) provide true, accurate, current and complete information about Customer and Customer’s networks and equipment as prompted by Corvex’s forms and in any other related document or agreement; (vi) maintain and update Customer’s information to keep it true, accurate, current, and complete (e.g., notifying Corvex of changes to Customer’s email address or billing information); and (vii) be responsible for its Customer Representatives’ compliance with the terms and conditions of this Agreement and their acts and omissions in relation to the Services (collectively, the “Customer Responsibilities”). Each Order shall also contain any assumptions of Customer for providing the Services and/or additional responsibilities required of Customer for Corvex’s performance of the Services. Customer understands that Corvex’s performance is dependent on Customer’s timely and effective satisfaction of Customer Responsibilities hereunder and timely decisions and approvals by Customer. Customer acknowledges that, if any information provided by Customer is untrue, inaccurate, not current, or incomplete, Corvex reserves the right to terminate Customer’s use of the Services and withdraw any offer or agreement. Customer agrees to keep Customer’s account information, including login and password information (if any), secure and not to share it with any third party. Customer is solely responsible for maintaining the security of Customer’s account.
f. Age for Use of the Services. Customer (if an individual) and all Customer Representatives must be 18 years of age or older to visit or use any of the Services in any manner. By, using or receiving any of the Services or otherwise accepting these Terms of Service, Customer represents and warrants to Corvex that Customer (if any individual) and all of its Customer Representatives are at least 18 years of age or older (unless otherwise mutually agreed in an Order), and that Customer (if any individual) and each such Customer Representative has the right, authority and capacity to agree to and abide by these Terms of Service. Customer also represents and warrants to Corvex that Customer will cause all of its Customer Representatives to use the Services in a manner consistent with any and all Applicable Laws.
g. Customer Materials Restrictions.
i. Responsibility. Customer is and shall be solely responsible for all Customer Materials that Customer or any of its Customer Representatives submit, provide or upload to the Services, including the accuracy, quality, integrity, legality, reliability, appropriateness, and copyright of all such Customer Materials. Corvex assumes no responsibility for any Customer Materials and Corvex has no obligation to and is not required to review or approve any Customer Materials. Without limiting the foregoing, and without limiting the terms and conditions of the AUP, Customer shall not, and shall not permit any Customer Representative to, submit, provide or upload any Customer Materials to the Services that: (a) include offensive, harmful, fraudulent, false and/or abusive language or content, including without limitation: obscenities, harassment, vulgarities, sexually explicit language and hate speech (e.g., racist/discriminatory speech.); (b) are determined by Corvex, in its sole discretion, to be illegal, or to violate any Applicable Laws or the rights of any other person or entity (including intellectual property rights or privacy rights); (c) that are encrypted or that contain viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept or appropriate any system, data or personal information; (d) constitute Prohibited Customer Materials; or (e) otherwise violate the AUP.
ii. Enforcement, Cooperation, and Licenses. Customer acknowledges and agrees that if Customer or any of its Customer Representatives submits, provides or uploads any Customer Materials or Prohibited Customer Materials to the Services that Corvex in its reasonable but sole discretion believes violate the foregoing or any other applicable Corvex Policies, or for which Corvex has received a third party complaint that such Customer Materials may violate any of the foregoing or any other applicable Corvex guidelines or policies, then Corvex may: (i) request further information regarding the applicable Customer Materials from Customer; (ii) remove without notice all or a portion of the applicable Customer Materials, and/or (iii) suspend Customer’s or a particular Customer Representative’s continued access to or use of the Services pending removal of such Customer Materials or permanently terminate Customer’s or a particular Customer Representative’s continued access to and use of the Services. Customer shall reasonably cooperate with Corvex’s investigation of any Customer Materials that Corvex suspects may violate these Terms of Service or the AUP, including promptly providing such information as Corvex may request to support the investigation. Customer hereby grants, and represents and warrants that the Customer and each Customer Representative has the right to grant, to Corvex an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify, and distribute Customer Materials in connection with the Services consistent with their intended use. Customer is solely responsible for the content of all code, files, prompts, and datasets submitted to the Services. Customer represents and warrants that Customer has obtained all necessary licenses, permissions, and intellectual property clearances to transmit all Customer Materials in and through the Services. Without limiting the disclaimers above, Customer agrees not to submit prompts containing active API keys, unencrypted passwords, Personal Information subject to privacy laws (except as expressly permitted in Section 7.b (Personal Information) below), or other highly sensitive credentials. Corvex shall not be liable for the security, exposure, or data breach of any active trade secrets, proprietary codebases, Sensitive Information, PHI, or Personal Information that Customer chooses to transmit to the Services.
iii. No Prohibited Customer Materials. Customer may not process, upload or otherwise input any Prohibited Customer Materials to, in or with the Services. Customer expressly acknowledges and agrees that the Services operate as a public, token-based, multi-tenant endpoint and carry no confidentiality guarantees for Customer Materials including any inputs, payloads, prompts, or datasets. Customer further acknowledges that Corvex does not execute Business Associate Agreements (BAAs) for the Services. As the Services operate on a zero data retention basis, Corvex does not actively monitor, filter, review, or control incoming payloads or Customer Materials. Submission of any Prohibited Customer Materials within Customer Materials constitutes a material breach of these Terms of Service and the AUP and is done at Customer’s sole risk. Customer assumes absolute, sole liability and risk for any resulting loss of confidentiality, trade secret disclosure, data breach, exposure, or regulatory non-compliance resulting from such submissions, processing, or related matters. Corvex expressly disclaims all liability, security obligations, and exposure related to any Prohibited Customer Materials transmitted to or through the Services.
h. Customer Representations. Customer represents and warrants: (a) these Terms of Service: (i) have been authorized by all necessary corporate action, (ii) do not violate the terms of any Applicable Law or court order to which Customer is subject or the terms of any material agreement to which Customer or any of its assets may be subject, and (iii) will not breach any contractual right of, or obligation to, any third party and are not subject to the consent or approval of any third party; and (b) these Terms of Service are the valid and binding obligation of Customer, enforceable against Customer in accordance with its terms.
i. No High-Risk Activities. The Services and Outputs are not specifically designed or intended for use in connection with, or related to (including testing or analysis related to), high-risk, sensitive or hazardous environments requiring fail-safe or exact performance, including, but not limited to, the operation of nuclear facilities, air traffic control, medical devices, weapons systems, critical infrastructure, aircraft components or other similar hardware or machines, in which the failure of the Services or Outputs could lead directly to death, personal injury, or material physical or environmental damage (all of the foregoing, “High Risk Activities”). Accordingly and without limiting any other disclaimers herein, Corvex specifically disclaims any express or implied warranty of fitness for High Risk Activities and all liability related to use in connection therewith.
j. Compatibility, Redirects, and Third-Party Platform Risks. The Services may technically allow Customer to configure, redirect, or interface third-party developer applications, command-line interfaces (CLIs), or other development tools (such as any third-party code assistants, agentic software, or client-side applications) to route API calls through the Services rather than the third party’s default hosted backend. If Customer chooses to perform any such redirection, including, but not limited to, modifying local configuration files, settings JSON files, or environment variables (such as base URL or similar endpoint redirect variables) to bypass default routing, Customer does so entirely at Customer's own risk. Customer represents and warrants that Customer's redirection and use of our Services comply with all terms of service, acceptable use policies, developer agreements and other agreements governing such third-party tools. Customer acknowledges that redirecting third-party developer tools to non-authorized or alternative endpoints may violate those third-party terms, bypass protective technical measures, or alter intended software architectures, which can result in the immediate termination or suspension of Customer's third-party accounts, API key revocations, or automated endpoint blocks. Under no circumstances shall Corvex be liable for any such disruptions, account bans, losses, or service interruptions instituted against Customer by third-party providers. Corvex does not guarantee that third-party tools will remain compatible with the Services or Corvex translation layers, and Corvex reserves the right to disable or restrict compatibility configurations at any time without notice or liability to Customer.
k. Autonomous Agent Loops and Billing Liability. The Services are billed based on consumption (e.g., token count, query volume, or compute time). Customer is solely responsible for monitoring Customer's own API consumption and token usage. Customer acknowledges that deploying autonomous agents, recursive scripts, or continuous-loop workflows (including, but not limited to, terminal-based coding assistants) to the Services can result in rapid, high-volume query generation. Customer is unconditionally liable for all fees and charges incurred under Customer's credentials, regardless of whether such usage was unintended, the result of a software bug or looping error, or generated by an autonomous agent.
l. Third-Party Model Availability, Drift, and Modification. The Open Source AI Models hosted on the Corvex Token Factory are third-party open-source or open-weights systems. Corvex does not own, control, or maintain the underlying architectures or training datasets of these models. Corvex reserves the right to suspend access to, deprecate, or permanently remove any model from the Services at any time, without prior notice or liability to Customer, including in response to third-party licensing changes, intellectual property claims, or regulatory developments. Furthermore, Customer acknowledges that model creators may update or retrain models, resulting in changes to output quality, format, or behavior. Corvex is not responsible for any application breaks, logic failures, or operational disruptions in Customer's software caused by such model modifications, deprecations, or removals.
m. Performance Limitations. Customer acknowledges that the Corvex Token Factory depends on physical hardware, specifically graphics processing units (GPUs), which are subject to global supply constraints, hardware failures, and extreme demand spikes. Corvex does not warrant or guarantee any specific service levels, throughput speeds (such as tokens-per-second), or response times. Latency may vary wildly based on global query volume, model size, and current server queue depth. Corvex reserves the right to dynamically rate-limit, throttle, or temporarily queue Customer’s requests without notice. Under no circumstances shall Corvex be liable for any direct or indirect business interruption, lost profits, or operational delays caused by API latency, request timeouts, or the temporary unavailability of the hosted models.
n. Custom Artifacts. If Customer deploys custom model checkpoints, fine-tuned weights, parameters, configuration files or custom or containerized environments (collectively, “Custom Artifacts”) to the Services: (a) Customer is solely responsible for the functionality, stability, and security of such Custom Artifacts; (b) Customer acknowledges that dedicated hardware instances may experience initiation delay and cold starts while loading weights onto physical GPUs, and Customer is fully liable for all billing charges incurred during these boot, idle, or loading phases; and (c) Corvex reserves the right to automatically spin down or terminate inactive dedicated instances to conserve hardware resources according to Corvex’s internal scaling policies, without liability to Customer for any resulting latency or cold start delays.
o. Zero Data Retention for Customer Materials and Outputs. Corvex adheres to a zero-data-retention policy for standard public inference model queries, meaning Corvex does not permanently log or store the contents of Customer's inputs (e.g. Customer Materials) or Outputs to persistent storage. Customer Materials and Outputs exist solely in volatile memory during active request processing, leaving no persistent record once the response is transmitted. Notwithstanding the foregoing, Customer acknowledges that: (a) Corvex may cache, buffer, or log Usage Data (such as IP addresses, token counts, and timestamps) for billing, rate-limiting, and system optimization; (b) Corvex may retain non-identifiable, vectorized key-value cache (KV Cache) in volatile memory solely for inference optimization; and (c) in the event of suspected abuse, malicious traffic patterns, or violating activities, Corvex reserves the right to capture and review active traffic logs solely to the extent necessary to investigate the security incident, and shall incur no liability to Customer for doing so.
p. No Competitive Use. Except as expressly authorized by Corvex in a prior writing, Customer shall not, and shall not permit any Customer Representative to: (a) use the Services, any Outputs, or any generated data to train, fine-tune, align, or improve any artificial intelligence, machine learning, or deep learning models that compete directly or indirectly with the Services; (b) programmatically scrape, harvest, or extract Outputs from the Services in bulk to create synthetic datasets; (c) use the Services to perform benchmarking or similar activities, including on, or related to, the Corvex Token Factory; or (d) use any automated means to bypass rate limits for the purpose of reverse-engineering a hosted model's architecture, weights, or system prompts. Without limiting any other rights or remedies available to Corvex, any breach of this section shall result in immediate account termination without refund, and Customer shall be liable for all compute costs incurred during such unauthorized extraction activities.
a. License. Customer acknowledges and agrees and hereby grants Corvex any and all rights and licenses to: (i) access, use, process, display and manipulate any Customer Materials, Outputs and any Customer equipment or Third Party Technology as necessary to provide, improve, analyze and monitor the Services (provided that, for the avoidance of doubt, Corvex shall not use Customer Materials and Outputs other than to provide the Services); and (ii) display or use, in advertising or otherwise, Customer’s name, logo and trademarks, to provide the Services and to indicate that Customer is or was a customer of Corvex.
b. Monitoring. Corvex shall have the right and ability to monitor Customer’s and each Customer Representative’s use of the Services, and Customer Materials uploaded to and/or processed by the Services, in person, remotely and/or electronically to: (i) verify their respective compliance with the terms and provisions of these Terms of Service; (ii) respond to any Applicable Law or any legal process or request from a governmental or regulatory authority (in which case Corvex shall provide prompt notice to Customer where permitted by law or regulation and use its reasonable efforts, at Customer’s expense, to assist Customer in seeking a protective order or another appropriate remedy, as may be applicable); (iii) detect, prevent or otherwise address fraud, security or technical issues; (iv) respond to Customer Representative support requests; or (v) protect the rights, property or safety of Corvex, Corvex’s users or contractors and the public. Corvex may modify the Services from time to time so long as, in each case, Corvex will not materially reduce the functionality of the Services purchased by Customer pursuant to an existing Order.
c. Usage Data. Customer acknowledges and agrees that Corvex may generate and shall own certain analytics, analysis, data, results, summaries, content, information or other data related to operation and performance of the Services and Customer’s and the Customer Representatives’ access to and use of the Services (collectively, the “Usage Data”). Examples of Usage Data that Corvex may collect include information regarding tokens consumed and Open Source AI Models used. Usage Data may also include information such as system logs, performance metrics, metadata, and other operational information. Corvex may use the Usage Data for internal or commercial purposes, including without limitation, for purposes of providing general customer and industry reporting, or use in and on the Corvex Token Factory (including optimizing the performance of the Corvex Token Factory’s inference servicing), in connection with Corvex’s other research and development activities, and for other future products being developed by Corvex. Notwithstanding the foregoing, Corvex agrees that: (i) the Usage Data shall not include any Personal Information, Customer Materials or Confidential Information of Customer; and (ii) it shall not sell any Usage Data in raw form and will only share the Usage Data with third parties on an anonymized and/or aggregated basis. For the avoidance of doubt, Corvex does not use Customer Materials or Outputs for training purposes.
d. Remote Disablement & Suspension. Corvex may immediately remotely disable, suspend, throttle or terminate access to the Services if: (i) Corvex reasonably believes that Customer or any Customer Representative is in breach of this Agreement or the AUP; (ii) Customer or any Customer Representative engages in excessive utilization of the Services which affects, or could reasonably (in Corvex’s opinion) affect, system availability or performance (including, without limitation, if Customer's inference requests impose excessive loads that could potentially degrade the infrastructure performance for other users); (iii) Corvex in good faith suspects that any third party has gained unauthorized access to the Services using a credential issued by Corvex to Customer or its Customer Representatives; (iv) Customer has any late payments owing to Corvex; (v) Corvex is required by applicable law or regulation, legal process or any governmental or regulatory authority to suspend the Services; or (vi) Corvex reasonably believes such action is necessary to prevent or limit any suspension, termination or breach of any third party contract or service that Corvex uses to provide the Services. In addition, Corvex may temporarily suspend access to the Services during downtime. Corvex shall not be liable to Customer, its Customer Representatives or any other third party for any such modification, suspension, termination or discontinuation of Customer’s rights to access and use the Services, and Customer shall remain liable for the payment of all Fees.
a. Corvex IP. Customer agrees that the Corvex IP is owned by Corvex or its licensors, and is protected by U.S. and international intellectual property laws, and that Corvex shall solely own and retain all right, title and interest to, including all intellectual property rights in, the Corvex IP. Corvex and/or its Affiliates shall own all right, title and interest, including all intellectual property rights, in and to all inventions, improvements, developments, discoveries, marks, logos, know-how, trade secrets, notes, records, reports, drawings, designs, data, computer programs and all other works of authorship conceived, made, discovered or developed by or on behalf of Corvex in performing the Services hereunder (collectively, the “Inventions”). Customer agrees to assign and hereby does fully and irrevocably assign to Corvex all of its right, title and interest in and to the Feedback, including all intellectual property rights therein. The Corvex IP is and shall be deemed the Confidential Information of Corvex. Neither Corvex nor Corvex’s Affiliates warrant or represent that Customer’s and its Customer Representatives’ use of any Inventions or any Services will not and does not infringe the rights of third parties. For the avoidance of doubt, Corvex does not claim any ownership of the Open Source AI Models and the Open Source AI Models are not considered Corvex IP.
b. Customer IP. Corvex agrees that, as between the Parties, the Customer Materials are owned by Customer or its customers, clients, and licensors and are protected by U.S. and international intellectual property laws, and that Customer or its clients or customers and licensors shall solely own and retain all right, title and interest to, including all intellectual property rights in, the Customer Materials, subject to Corvex’s license and use rights set forth in these Terms of Service.
c. Outputs. As part of the Services, the Services may generate and provide certain Outputs. Customer acknowledges and agrees that the Outputs are generated using the Open Source AI Models and Customer Materials and Corvex is not responsible for the accuracy, integrity, quality, legality, usefulness or safety of or relating to such Outputs. The Outputs are not intended as a replacement for Customer’s own actions and obligations with respect to its business, services and operations (and the Customer Offerings) and it is solely Customer’s responsibility to review the Outputs and confirm their accuracy and the manner in which Customer desires to utilize the Outputs. The Services are provided for informational and convenience purposes and are not intended to be a substitute for Customer’s independent business and professional judgment. Without limiting the foregoing, Customer acknowledges and agree that Outputs may be inaccurate or insufficient due to a variety of factors, including the particular Open Source AI Models utilized by Customer and the Customer Representatives, and the particular Customer Materials submitted to the Open Source AI Models by Customer and the Customer Representatives. Customer acknowledges that Outputs are generated by third-party automated systems and may contain errors, inaccuracies, omissions or biases. Customer hereby agrees to waive, and hereby does waive, any legal or equitable rights or remedies Customer has or may have against Corvex with respect thereto. Customer acknowledges and agrees that the Corvex Token Factory does not (a) make business or professional determinations, (b) provide, direct, or control the provision of the Customer Offerings, or (c) provide any advice, recommendations, interpretation, or application of the Outputs produced by or resulting from the Corvex Token Factory. Customer acknowledges and agrees that Customer will be solely responsible for (i) reviewing and verifying the accuracy, suitability, and legality of all Outputs before use or reliance, and for determining the manner in which Customer shall utilize the Outputs, (ii) providing all professional and business advice, and (iii) taking all actions related to or arising from any Outputs. Corvex shall not be liable in any way for or in connection with Customer’s reliance on any Outputs, including, but not limited to, for any inaccuracies, errors or omissions in any Outputs, or for any loss or damage of any kind incurred as a result of the use of any Outputs. Customer is solely responsible for its business decisions and for all risks associated with use of the Outputs. BECAUSE THE OUTPUTS ARE GENERATED USING AI MODELS, USE OF THE SERVICES MAY RESULT IN INCORRECT OUTPUTS THAT DO NOT ACCURATELY REFLECT REALITY. CUSTOMER MUST EVALUATE THE ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR CUSTOMER’S USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT. CUSTOMER UNDERSTANDS AND AGREES THAT THE OUTPUT MAY CONTAIN “HALLUCINATIONS” AND MAY BE INACCURATE, OBJECTIONABLE, INAPPROPRIATE, OR OTHERWISE UNSUITED TO CUSTOMER’S PURPOSE, AND CUSTOMER AGREES THAT CORVEX SHALL NOT BE LIABLE FOR ANY DAMAGES CUSTOMER OR ANY THIRD PARTY INCURS AS A RESULT OF OR RELATING TO ANY OUTPUT OR OTHER CONTENT GENERATED BY OR ACCESSED ON OR THROUGH THE SERVICES. Customer acknowledges that the legal landscape regarding the copyrightability and ownership of AI-generated content is evolving. Corvex makes no guarantee, representation, or warranty that Customer will own or be able to secure intellectual property rights in any Outputs. Customer assumes all risk regarding the ability to protect, register, or enforce any intellectual property claims related to such Outputs, and Corvex shall have no liability for any third-party claims or regulatory rulings that deem the Outputs to be in the public domain or otherwise unprotectable. Customer acknowledges that the Open Source AI Models are trained on vast third-party datasets that may contain proprietary or copyrighted material. Corvex makes no representations or warranties regarding the originality, non-infringement, accuracy, or legal safety of any Outputs generated by the Services. Customer assumes all risk and legal exposure arising from Customer's commercial use, distribution, or licensing of any model outputs, including any third-party claims alleging copyright infringement, plagiarism, or intellectual property misappropriation.
d. Customer Materials. Customer is solely responsible for all Customer Materials submitted or uploaded to or shared with the Services and any activity that occurs under Customer’s account. Without limiting the foregoing, Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and copyright of all Customer Materials. Corvex assumes no responsibility for the deletion, correction, destruction, loss, infringement or failure of the Services to store or backup any Customer Materials or Outputs. Customer is also responsible for properly using the Services and taking its own steps to maintain appropriate security, protection and backup of the Customer Materials and Outputs, which may include the use of encryption technology to protect Customer Materials and Outputs from unauthorized access and routine archiving. Customer shall comply with local, national and international laws and regulations applicable to the transmission or storage of data through the Services. Customer shall be solely responsible for its actions while using the Services and the contents of its transmissions through the Services. Customer is solely responsible for ensuring that it (and each Customer Representative) has all rights necessary to provide the Customer Materials to Corvex and the Services. Corvex shall not be responsible for any data, information or material that Customer authorizes Corvex to retrieve or that the Customer submits or uploads to the Services in the course of using the Services. Corvex does not pre-screen, verify, confirm or otherwise authorize any Customer Materials. However, Corvex and its designee(s) have the right (but not the obligation) in their sole discretion to refuse or remove any Customer Materials that is processed by or provided to the Services. Corvex may, but has no obligation to, remove content and accounts containing content that Corvex determines in its sole discretion are illegal, threatening or otherwise objectionable or violates any party's intellectual property or these Terms of Service. Corvex does not endorse and is not responsible or liable for any Customer Materials submitted by Customer or any Customer Representative. The statements, information, advice and opinions contained in any Customer Materials solely reflect the view of the Customer or Customer Representative that submitted such Customer Materials and do not reflect the opinion of Corvex or any of its Affiliates. Customer acknowledges and agrees that no transmission or hosting of data is 100% secure and there remains a possibility that Customer Materials and Outputs may be subject to unauthorized access by hacking, malware, systems breach or other unauthorized method and Corvex shall have no liability relating to any such breach or access. In the unlikely event of data loss or corruption involving the Customer Materials or Outputs, Corvex will make commercially reasonable efforts to assist with recovery where possible. However, Customer understands and accepts that the Services are not designed to provide absolute protection against every conceivable risk, and that Customer’s sole and exclusive remedy is limited as outlined in the Agreement.
e. Reservation of Rights. Customer acknowledges and agrees that the Services are provided under license, and not sold, to Customer or its Customer Representatives. Customer and its Customer Representatives do not acquire any ownership interest in any of the Corvex IP under these Terms of Service, or any other rights thereto other than to use the Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms of Service. Corvex and its licensors and service providers reserve and shall respectively retain their entire right, title, and interest in and to the Covex IP, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to Customer in these Terms of Service.
f. Third Party Materials. Portions of the Services may link Corvex and Customer Representatives to other sites on the Internet or otherwise include information, documents, software, materials, content and/or services provided or submitted by third parties (“Third Party Materials”) or references to such Third Party Materials. These Third Party Materials may contain information or material that some people may find inappropriate or offensive. These Third Party Materials (and the third parties responsible therefor) are not under Corvex’s control, and Customer acknowledges that Corvex is not responsible for the accuracy, completeness, appropriateness, validity, copyright compliance, legality, decency, or any other aspect of such Third Party Materials, nor is Corvex responsible for errors or omissions in any references to other parties or their products and services. The inclusion of Third Party Materials, including any reference or link thereto, is provided merely as a convenience and does not imply endorsement of, or association with, the Services, Corvex or any Corvex Affiliates, or any warranty of any kind, either express or implied. Customer accesses and uses all such Third Party Materials entirely at Customer’s own risk and subject to such third parties’ terms and conditions. The Open Source AI Models are considered Third Party Materials for purposes of these Terms of Service.
g. Suspected Copyright Violations. Corvex respects the intellectual property of others, and Corvex asks Customer to do the same. Among other things, this means it is Corvex policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998. If Customer believes its or a Customer Representative’s copyright, trademark or other property rights have been infringed by the Services, Customer should send notification to Corvex, via the contact information described herein, immediately. To be effective, the notification must include: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) information reasonably sufficient to permit Corvex to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; (iii) identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit Corvex to locate the materials; (iv) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and (v) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringing.
a. General. Corvex does not store or sell Customer Materials and Corvex does not use Customer Materials or Outputs for model training purposes. Corvex processes Customer Materials and Outputs transiently during the inference process, but no persistent record of Customer Materials or Outputs is retained once the response is sent to Customer. Notwithstanding the foregoing, Customer acknowledges that non-identifiable, vectorized key-value representations (e.g., KV Cache) derived from input tokens may remain in volatile memory solely to optimize platform inference efficiency, provided such cached representations contain no PII or Customer identifiers. Subject to the foregoing, Corvex maintains zero data retention (“ZDR”) for Customer Materials and Outputs once the active session is closed or terminated. Notwithstanding the foregoing, Corvex may collect certain other information as set forth in Section 4.o, Section 7.b and as otherwise as set forth in these Terms of Service. Corvex makes no representations or warranties regarding the data processing, storage or training practices of any Third Party Technology, all of which are outside of Corvex’s control. Customer should review the applicable privacy policies, license terms and other access agreements governing the Third Party Technology that Customer elects to use in order to better understand how Customer’s Customer Materials and Outputs will be processed.
b. Personal Information.
i. Collection and Use of Administrative Personal Information. Corvex collects specific and limited Personal Information only as necessary to provide the Services to Customer (such as for account management, billing, and customer support), to permit Customer and its Customer Representatives to access and use the Services and as otherwise set forth in our Privacy Policy (collectively “Administrative Personal Information”). For example, Customer Representatives may be required to provide certain Administrative Personal Information like their email address, name, and title in order to register on or access the Services or to receive communications from Corvex regarding the Services. In addition, Corvex may collect certain billing information depending on Customer’s preferences and circumstances. Customer and its Customer Representatives shall only provide the minimum amount of Administrative Personal Information necessary to use or access the Services for administrative purposes. The Parties acknowledge and agree that Corvex’s Privacy Policy that is in effect at a particular time as publicly posted on Corvex’s website (currently at https://www.corvex.ai/privacy-policy) (the “Privacy Policy”) or otherwise provided to Customer from time to time, shall apply to all Administrative Personal Information collected or processed by Corvex in connection with the Services (and the Privacy Policy is hereby incorporated herein by this reference). For clarity, the Privacy Policy does not apply to any Personal Information other than the Administrative Personal Information.
ii. Restrictions on Submitting Personal Information and Sensitive Data. Except for the Administrative Personal Information, Customer and its Customer Representatives shall not submit, provide, or transmit any Personal Information within Customer Materials or otherwise through the Services unless Customer has requested, executed, and returned Corvex’s standard Data Processing Agreement (“DPA”) in accordance with this Section 7.b. Without limiting the prohibition on Prohibited Customer Materials, under no circumstances shall Customer or its Customer Representatives provide, upload, or transmit any Sensitive Information or PHI, whether on a standalone basis or as part of Customer Materials, regardless of whether a DPA has been executed.
iii. Risk Allocation and Disclaimers. As the Services operate on a zero data retention basis, Corvex does not actively filter, review, or control the content of Customer Materials; any submission of unauthorized Personal Information or Prohibited Customer Materials is done at Customer’s sole risk, and Corvex disclaims all liability resulting from such unauthorized transmissions. Customer hereby acknowledges, agrees and covenants to only provide, and to only allow its Customer Representatives to provide, Personal Information to Corvex if Customer or the applicable Customer Representative has all rights and licenses to do so (and Customer and the Customer Representative has complied with all Applicable Law). Customer hereby agrees to be solely liable and responsible for any claims or actions related to failure to obtain such rights.
iv. Data Processing Agreement (DPA) Requirements. If Customer’s circumstances or regulatory requirements require the Parties to enter into a DPA to address the processing of Customer’s Personal Information (other than (i) Administrative Personal Information which is subject to the Privacy Policy, and (ii) Prohibited Customer Materials which are strictly not permitted), Customer must explicitly request Corvex’s standard DPA via an email to support@corvex.ai, execute such DPA, and return the fully executed DPA to Corvex. The terms and conditions of the DPA shall apply only after Corvex has received Customer’s countersignature page thereto. Until a DPA is fully executed by both Parties, Corvex shall have no obligations or liability with respect to any Personal Information submitted by Customer or its Customer Representatives beyond Corvex's standard Privacy Policy with solely respect to Administrative Personal Information covered under Section 7.b.i, and Corvex shall not be responsible for Customer’s failure to request or execute a DPA.
c. Security. The protection of Customer Materials and Personal Information is a top priority for Corvex and Corvex will maintain administrative, physical, and technical safeguards at a level not materially less protective than generally prevailing industry standards, bearing in mind the limited extent to which Corvex stores and processes Customer Materials and Outputs and otherwise collects Personal Information. The safeguards utilized by Corvex will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Customer Materials and Personal Information by our personnel. Before sharing Customer Materials or Personal Information with any of our third party service providers (if at all), we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Materials and Personal Information and preventing unauthorized access. Customer acknowledges and agrees that Corvex assumes no responsibility for the privacy or security practices employed by any Third Party Technology or the providers thereof that Customer access or uses in connection with these Terms of Service. For the avoidance of doubt, Corvex's security commitments hereunder do not apply to Prohibited Customer Materials, and Corvex disclaims all liability for security incidents, exposures, or breaches involving Prohibited Customer Materials improperly submitted by Customer.
d. Data Incidents. Each Party shall endeavor to notify the other Party without undue delay after becoming aware of any Data Incident. To the extent required by Applicable Laws, and taking into account the nature of the processing, Corvex shall reasonably assist Customer to enable Customer to fulfill its notification obligations to Customer Representatives or relevant authorities in connection with a Data Incident. Customer shall be responsible for any reasonable costs arising from Corvex’s provision of such assistance unless such Data Incident is determined to have been caused by solely and directly by Corvex in which case Corvex shall provide such assistance at no charge. "Data Incident” means any breach in security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or unauthorized access to, Customer Materials.
e. Network Limitations; Customer Responsible for Storage and Backups. Customer understands and agrees that temporary interruptions of the Services may occur. Corvex may use third party vendors to support and assist with provision of the Services, including third parties that provide and support portions of the hardware, software, networking and/or other technology comprising the Services. Corvex is not responsible for possible issues caused by third party faults or discontinued services. Corvex does not store Customer Materials or Outputs except as follows: (i) Corvex may hold Customer Materials in memory during the inference process, but those items are deleted from memory once the inference process is complete; and (ii) Corvex does not store Outputs and the Outputs are deleted once Customer’s session ends or is terminations. Customer is solely responsible for storing and backing-up all Customer Materials and Outputs. While Corvex takes data security and privacy seriously, Customer understands and agrees that the technical processing and transmission of the Services, including Customer Materials, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Additionally, Customer further understands and agrees that Corvex has no control over third party networks that Customer or other Customer Representatives may access or attempt to access in the course of the use of the Services, and therefore, delays and disruption of network transmissions and inaccuracies in results may be completely beyond Corvex’s control and Corvex assumes no responsibility for such delays, disruptions or inaccuracies. Without limiting the foregoing, Corvex expressly disclaims responsibility for any lost revenues, lost profits, lost sales or billing errors, glitches or delays experienced by Customer or an Customer Representative to the extent caused by Service outages or network or infrastructure interruptions. Without limiting any of the foregoing, Customer acknowledges and agrees that Customer (and not Corvex) bears sole responsibility for adequate security, protection, storage and backup of Customer Materials and Personal Information when in Customer’s or its representatives’ or agents’ possession or control, and Corvex is not responsible for what Customer’s Customer Representatives, any Third Party Technology or any third party network or infrastructure providers do with Customer Materials or Personal Information. To the fullest extent permitted by Applicable Law, Corvex shall have no liability for any data loss, unavailability or other consequences related to such matters.
a. Services Fees and Payment Terms. The Services are fee-based, with applicable prices varying based on particular Services being purchased and corresponding payment model. In order to access and use the Services, Customer must and shall pay all applicable fees for the Services (including fees for any Premium Features) as set forth in or on an Order or Corvex’s online pricing portal (the “Fees”). In particular, Fees for the Corvex Token Factory generally must be prepaid via the purchase of tokens. Tokens are deducted from Customers prepaid token balance with usage tracked by the volume of tokens processed (including both input/prompt tokens and Output/completion tokens) or compute time consumed, as calculated by Corvex’s internal logging systems. For example, the Fees, per-model subscription rates, and token costs may be presented to you on the product pricing page which shall be considered the Order as described above. Corvex maintains complete flexibility to establish, structure, and modify token pricing metrics, which may vary by model architecture, parameter count, modality, input/prompt token volume, output/completion token volume, cached prompt tokens, request throughput, or compute execution time. All Fees are non-cancelable and non-refundable, except as otherwise provided for herein or in an Order. Customer will pay all Fees in U.S. Dollars. Corvex reserves the right to modify its per-token or compute rates at any time by updating its product pricing page; continued use of the Services after such updates constitutes acceptance of the new rates.
b. Payment Authorization; Invoices; Recurring Billing. Access to the Services is provided strictly on a prepaid basis. To use the Services a valid credit card, bank account or other payment method acceptable to Corvex may be required, including for the purchase of tokens. Customer must purchase usage tokens or prepay token credits in advance to establish a prepaid balance ("Prepaid Token Balance"). As Customer executes inference requests or processes Customer Materials through the Services, Customer’s Prepaid Token Balance will be deducted and drawn down in real-time or near real-time based on the applicable per-token or compute rates. Customer may enable any available optional "auto-reload" features authorizing Corvex to automatically charge the payment method on file to purchase additional tokens and replenish the balance when it drops below a designated threshold. There will be no refunds or credits for unused tokens, remaining Prepaid Token Balances, or partial months of paid Services (e.g., if you pay for a certain number of tokens or purchase prepaid tokens but fail to use them prior to expiration or request a termination, Corvex does not have to refund you any of the pre-paid fees). Prepaid tokens and credits are non-transferable and expire twelve (12) months from the date of purchase unless specified otherwise on the Order. Customer hereby grants Corvex the right to charge Customer’s credit card (or otherwise facilitate payment – e.g., ACH) with the payment information Customer has provided to purchase tokens of replenish a Prepaid Token Balance. Corvex reserves the right to immediately suspend or terminate access to the Services if Customer’s Prepaid Token Balance is depleted (reaches zero) or falls below required minimum thresholds, or if an auto-reload transaction fails. Customer will reimburse Corvex for any fees, chargeback costs, bank penalties, or payment processor (e.g., Stripe) fees that Corvex may be charged related to declined payments, failed transactions, or payment disputes (including unauthorized or unmeritorious credit card chargebacks initiated via Stripe or other payment processors). In the event of a payment dispute or chargeback, Corvex reserves the right to immediately suspend access to the Services pending resolution. Customer will keep Corvex informed of all changes to the Customer’s billing information.
c. Taxes. All Fees will be exclusive of all taxes, levies, withholdings, or duties imposed by taxing authorities (including but not limited to value-added tax (VAT), sales tax, consumption tax, or service taxes), and Customer will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based on Corvex’s income. Customer shall pay for any taxes that might be applicable to Customer’s use of such paid Services. If Corvex is required to pay or collect taxes related to Customer’s or any Customer Representative’s use or receipt of any Services, such taxes will be automatically added to Customer's invoice or charged to Customer's payment method on file, and Customer agrees to promptly reimburse Corvex for any amounts paid by Corvex. If Customer is required to withhold any taxes related to Customer’s or any Customer Representative’s use or receipt of any Services, the Fees payable to Corvex shall be deemed to be increased to the extent necessary to ensure that Corvex receives the same amount of Fees (net of any withholding) that it would have received had no withholding been made or required to be made. Customer shall provide Corvex with all reasonable information and documentation requested by Corvex regarding the taxes which are or were due (or which may be due) under this Agreement including valid tax exemption certificates where applicable.
d. Audit. Corvex shall have the right and authority to monitor Customer's use of the Services electronically to ensure compliance with the terms and provisions of these Terms of Service. In addition, in the event that Corvex has a reasonable belief that Customer is not in compliance with the terms or provisions of these Terms of Service, then Corvex shall have the right to audit Customer's business, records and systems to ensure compliance with the terms and provisions of these Terms of Service. Corvex shall provide ten days’ notice to Customer and such audit shall not unreasonably interfere with Customer's operations. In the event that a violation of these Terms of Service is found by Corvex and such violation relates to an underpayment of fees, then, in addition to any other rights it may have, Corvex shall invoice and Customer shall pay all underpaid fees plus interest at the rate of 1% per month plus the fees of such audit.
a. Term. These Terms of Service commence on the date Customer creates an account or first accesses or uses the Services and shall continue until terminated in accordance with these Terms (the “Term”). Customer’s access to the Services is provided solely on a pay-as-you-go basis through the purchase and drawdown of tokens. For the avoidance of doubt, any prepaid credits or tokens purchased by Customer shall expire twelve (12) months from the date of purchase, and any remaining Prepaid Token Balance or credit at expiration shall be forfeited to Corvex without refund or obligation to Customer. Token pricing and rates are governed by Corvex’s online pricing portal and remain subject to modification by Corvex at any time as set forth in Section 8.a. Either party may terminate the Term and Customer’s account at any time, with or without cause, in accordance with Section 9.b.
b. Termination.
i. By Customer. Customer may terminate these Terms of Service or an Order for convenience at any time via the online account dashboard or written notice, provided that all purchases of tokens or usage credits are strictly non-refundable, non-cancellable, and non-transferable. Upon a termination for convenience by Customer, any remaining token balance or prepaid credits shall be immediately forfeited without refund, and Customer remains fully liable for all accrued, unpaid usage fees incurred up to the exact time of termination.
ii. By Corvex. Corvex may, in its sole discretion, immediately suspend access to the Services (temporarily or permanently) and/or terminate these Terms of Service and any active Order immediately and without prior notice or a cure period if: (i) Customer fails to timely pay any Fees or outstanding token balances due; (ii) Customer breaches any provision of these Terms of Service or the AUP; (iii) Customer's use of the Services involves suspected fraudulent, abusive, or illegal activity; (iv) Customer's use of the Services poses a security risk, threatens the performance or integrity of the infrastructure, or could cause harm or liability to Corvex or any third party; or (v) Corvex is required to do so by law, regulation, or governmental authority. If Corvex terminates this Agreement or any Order pursuant to the foregoing sentence, all unused prepaid tokens or credits are permanently forfeited and will not be refunded, and Customer shall remain fully liable for any outstanding usage fees accrued prior to termination. In addition, Corvex may terminate these Terms of Service or an Order for convenience on thirty (30) days written notice (in which case Corvex shall refund to Customer a prorated amount of any pre-paid amounts for Services paid for but not used prior to termination). For the avoidance of doubt, Corvex does not provide any refunds if these Terms of Service or an Order are terminated due to Customer’s breach. Any suspected fraudulent, abusive or illegal activity referred to above may be referred to appropriate law enforcement authorities, and Customer acknowledges that Corvex will cooperate fully with investigations of violations of systems or network security at other sites.
iii. Bankruptcy. In addition to the foregoing, either Party shall have the right to terminate these Terms of Service and the Orders entered into hereunder if the other Party terminates its business activities or becomes insolvent, files for bankruptcy, admits in writing its inability to pay debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority. If Corvex terminates this Agreement or any Order pursuant to this subsection (iii), all unused prepaid tokens or credits are permanently forfeited and will not be refunded.
c. Effect of Termination. The termination of one Order shall not impact any other Orders separately entered into by the Parties, and those additional Orders shall continue to survive consistent with their terms. The termination of these Terms of Service shall result in the simultaneous termination of all Orders contemporaneously therewith. Upon termination or suspension of an Order, regardless of the reasons therefore, Customer’s right to use the Services provided thereunder immediately ceases, and Customer acknowledges and agrees that Corvex may immediately deactivate or delete Customer’s account (if applicable) and all related information and files in Customer’s account (if any) and/or bar any further access to such files and the other Services provided thereunder. As the Services operate on a zero data retention basis, Customer Materials and Outputs are deleted from memory at the conclusion of each active session; any operational configuration data or Custom Artifacts remaining in Customer's account at termination will be permanently overwritten or deleted using standard data sanitization protocols. Corvex shall not be liable to Customer or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by Corvex in connection therewith. Sections 2.c, 4.a, 4.d, 4.e, 4.j, 4.p, 5.c, 6, 8, 9.c, 10, 11, 12, 13, 15, 16, 17 and 18 and any other applicable provisions of these Terms of Service shall survive any termination or expiration.
a. “Confidential Information” means any information disclosed previously or in the future by Corvex (the “Disclosing Party”) to Customer (the “Receiving Party”), either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, business plans, source code, software, documentation, specifications, mock ups, financial analyses, marketing plans, customer names, customer lists, product plans, products, services, inventions, processes, designs, drawings, engineering or hardware configuration information, know-how, trade secrets, or any other proprietary or business information), which is designated as “Confidential,” “Proprietary” or some similar designation, or other information, the confidential or proprietary nature of which is reasonably apparent under the circumstances. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (iii) is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the Receiving Party’s possession. Moreover, it shall not be a breach of these Terms of Service for the Receiving Party to disclose to a court or other governmental body Confidential Information of the Disclosing Party which the Receiving Party is required by law to disclose to such entity, provided that the Receiving Party shall give the Disclosing Party written notice of such requirement prior to disclosure so that the Disclosing Party may seek a protective order or other appropriate relief. The Services (other than the Open Source AI Models included in the Services) and Corvex’s pricing information for the Services shall all be considered the Confidential Information of Corvex without any further requirement of marking or designation. The Customer Materials shall all be considered the Confidential Information of Customer without any further requirement of marking or designation, provided that the Customer Materials may be shared with the Open Source AI Models that Customer and the Customer Representatives elect to utilize.
b. Non-Disclosure and Non-Use. The Receiving Party shall not disclose any Confidential Information of the Disclosing Party to third parties or to the Receiving Party’s employees, except those employees who require the information to perform obligations or exercise rights under these Terms of Service and who have signed a confidentiality agreement at least as protective of the Confidential Information of the Disclosing Party as these Terms of Service. The Receiving Party shall not use any Confidential Information of the Disclosing Party for any purpose other than for the purposes contemplated by these Terms of Service. The Receiving Party shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the Disclosing Party. The Receiving Party shall exercise the same degree of care to protect Confidential Information of the Disclosing Party as it does to protect its own highly confidential information of like nature, which shall in no event be less than reasonable care. The Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information. The Customer Materials shall all be considered the Confidential Information of Customer without any further requirement of marking or designation, provided that the Customer Materials may be shared with the Open Source AI Models that Customer and the Customer Representatives elect to utilize and Corvex makes no representations or warranties regarding the security, confidentiality and usage practices of the Open Source AI Models.
Customer will indemnify, hold harmless and defend Corvex and its officers, directors, employees, contractors, Affiliates, licensors, representatives and customers from and against any and all all actual or threatened suits, actions, claims, allegations, demands, and any damages, costs, losses, liabilities, settlement amounts, judgments, fines, penalties, and expenses (including reasonable attorneys' fees and expert fees) relating to, arising out of, or resulting from: (i) any claim relating to or arising from the Customer Materials (including any prompts, inputs, data, scripts, or fine-tuning datasets provided to the Services) and/or Outputs, including allegations that Customer does not have the right to access, use, or process the Customer Materials, or any claim alleging that any Customer Materials or Outputs infringe, misappropriate, or violate the intellectual property rights, proprietary rights, publicity rights, or privacy rights of a third party or otherwise violate Applicable Laws, (ii) any gross negligence, willful misconduct or fraud of Customer or an Customer Representative, (iii) any violation of Applicable Law, or any violation or circumvention of any Policies (including the AUP), rate limits, or safety filters by Customer or its Customer Representatives, (iv) Customer’s breach or violation of any Open Source Licenses, (v) Customer’s breach or violation of this Agreement, or (vi) any claim relating to or arising from the Customer Offerings, or Customer’s (or its end-users’, clients’, or customers’) access to, use of, or reliance on the Services or any Outputs generated by the Services (including claims regarding the accuracy, legality, bias, or infringing nature of such Outputs). The parties expressly agree that Customer’s obligations under this Section apply equally to third-party claims and direct losses or claims brought by Corvex against Customer. For third-party claims, Corvex reserves the right, at its sole option and discretion, to assume exclusive control of the defense and settlement of the action with counsel of its own choosing at Customer's expense, and Customer shall not settle any claim without Corvex’s prior written consent. For direct claims or losses arising out of or relating to any matter specified in, or obligation under, subclauses (i) through (vi) above, Customer shall directly reimburse, indemnify, and make whole Corvex for all resulting losses, liabilities, damages, operational costs, infrastructure damages, lost profits, and legal, technical, or investigative fees incurred by Corvex.
CORVEX SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF SOURCE MEDIA AND/OR CUSTOMER MATERIALS, OR COSTS OF RECREATING LOST SOURCE MEDIA AND/OR CUSTOMER MATERIALS) ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE OR CUSTOMER’S USE OF THE SERVICES, WHETHER UNDER THEORY OF CONTRACT, TORT OR OTHERWISE, AND WHETHER OR NOT CORVEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL AGGREGATE AND CUMULATIVE LIABILITY OF CORVEX ARISING OUT OF OR RELATED TO THIS AGREEMENT AND CUSTOMER’S USE OF THE SERVICES SHALL BE THE FEES PAID BY CUSTOMER IN THE THREE MONTHS PRIOR TO SUCH CLAIM. CUSTOMER AND CORVEX AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS OF SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES AND OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. Some jurisdictions do not allow the exclusion of and/or limitations on damages, so the above exclusions and/or limitations may not apply in certain jurisdictions to the limited extent prohibited by Applicable Law.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OF SERVICE, THE SERVICES ARE PROVIDED TO CUSTOMER “AS IS”, “AS AVAILABLE”, “WITH ALL FAULTS” AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. CORVEX EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, QUIET-ENJOYMENT, ACCURACY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THESE TERMS OF SERVICE. NO USE OR DISTRIBUTION OF THE SERVICES IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. NO WARRANTIES ARE CREATED BY ANY COURSE OF DEALING BETWEEN THE PARTIES, TRADE USAGE OR INDUSTRY CUSTOM. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OF SERVICE, CORVEX SPECIFICALLY DISCLAIMS ANY REPRESENTATION AND WARRANTY THAT THE SERVICES WILL BE ERROR FREE OR WILL FUNCTION UNINTERRUPTED, THAT ANY ERRORS OR DEFECTS IN THE SERVICES CAN OR WILL BE CORRECTED, THAT ANY SUCH CORRECTION CAN OR WILL BE MADE IN A TIMELY MANNER, THAT THE SERVICES WILL OPERATE IN THE COMBINATIONS WHICH MAY BE REQUIRED OR WILL PRODUCE THE RESULTS REQUIRED. CORVEX DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S SPECIFIC REQUIREMENTS AND CORVEX RECOMMENDS THAT CUSTOMER CHECKS AND CONFIRMS THE ACCURACY OF ANY INFORMATION OR OUTPUTS CUSTOMER OBTAINS FROM THE SERVICES PRIOR TO USING IT OR RELYING ON IT IN WHATEVER FORM. CORVEX MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY THIRD PARTY TECHNOLOGY OR ANY OPEN SOURCE AI MODELS, AND HEREBY EXPRESSLY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR THE THIRD PARTY TECHNOLOGY AND OPEN SOURCE AI MODELS.
Although the Services may be accessible worldwide, Corvex makes no representation that use of the Services is compliant with foreign law. If Customer chooses to access the Services from other locations, Customer does so on Customer’s own initiative and is responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Services is void where prohibited.
Customer’s affirmative act of viewing or using any portion of the Services (including, without limitation, submitting any forms or communications to Corvex) or other acceptance of these Terms of Service as described above constitutes Customer’s electronic signature to these Terms of Service and Customer’s consent to enter into agreements with Corvex electronically. Customer may also enter into and agree to these Terms of Service by agreeing to an Order or by signing an Order that references these Terms of Service. Customer also agrees that Corvex may, but has no obligation to, send to Customer in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding the Services (collectively, “Notices”). Corvex can send Customer electronic Notices (i) to the e-mail address that Customer provided to Corvex (if any), or (ii) by posting the Notice through the Services. The delivery of any Notice from Corvex is effective when sent or posted by Corvex, regardless of whether Customer reads or views the Notice when Customer receives it or whether Customer actually receives the delivery. Customer can withdraw Customer’s consent to receive Notices electronically by discontinuing Customer’s use of the Services. Customer can retrieve an electronic copy of this contract by clicking on the “Terms of Service” link as set forth in the Services or by emailing Corvex. All contracts completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing.
All questions, complaints, claims or other notices to Corvex shall be in writing and shall be made using any contact functions made available via the Services. Additionally, the mailing address for Corvex will be posted via the Services and on the Corvex website.
Any notices or communication under these Terms of Service will be deemed delivered to Corvex on the delivery date.
Customer agrees that the laws of the State of Delaware, without regard to principles of conflict of laws, will govern these Terms of Service and any claim or dispute that has arisen or may arise between Customer and Corvex, except as otherwise stated in these Terms of Service. All actions related to these Terms of Service shall take place in Fairfax, Virginia, including any arbitration as contemplated below.
a. Agreement to Arbitrate. This Section is referred to as the “Arbitration Agreement.” Customer agrees that any and all disputes or claims that have arisen or may arise between Customer and Corvex, whether arising out of or relating to these Terms of Service or in connection with Customers use of the Services, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that Customer may assert individual claims in small claims court, if Customer’s claims qualify. Customer agrees that, by agreeing to these Terms of Service, Customer and Corvex are each waiving the right to a trial by jury or to participate in a class action. Customer’s rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Notwithstanding the foregoing, this Arbitration Agreement shall not preclude either Party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Arbitration Agreement.
b. Prohibition of Class and Representative Actions and Non-Individualized Relief. Customer and Corvex agree that each may bring claims against the other only on an individual basis and not as plaintiff or class member in any purported class or representative action or proceeding. Unless both Customer and Corvex agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).
c. Pre-Arbitration Dispute Resolution. Corvex is always interested in resolving disputes amicably and efficiently, and most concerns can be resolved quickly and to the participant’s satisfaction by emailing Corvex’s support team at support@corvex.ai. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Corvex should be sent to Corvex at 3401 North Fairfax Drive, Suite 3230 Arlington, VA 22201, Attn: CEO with separate copy to support@corvex.ai (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Corvex and Customer do not resolve the claim within sixty (60) calendar days after the Notice is received, Customer or Corvex may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Corvex or Customer shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which Customer or Corvex is entitled.
d. Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Commercial Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and Applicable Law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Corvex and Customer agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both Parties with due consideration of their ability to travel and other pertinent circumstances. If the Parties are unable to agree on a location, the determination shall be made by AAA. If Customer’s claim is for $10,000 or less, Corvex agrees that Customer may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing or by an in-person hearing as established by the AAA Rules. If Customer’s claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
e. Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the AAA Rules.
f. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all Parties.
g. Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than clause (b) above is invalid or unenforceable, the Parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of clause (b) is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of these Terms of Service will continue to apply.
a. Assignment. Neither Party may assign any of its rights or delegate any of its duties hereunder without the prior written consent of the other Party, provided however that either Party may assign its obligations and rights hereunder to any successor entity acquiring all or substantially all of the business to which these Terms of Service relate, including, without limitation, as a result of reorganization, restructuring, merger, or acquisition. Except as permitted by the foregoing, any attempted assignment or delegation shall be null, void and of no effect. Notwithstanding the foregoing, Corvex may utilize subcontractors or third parties in connection with the provision of the Services in the normal course of its operations.
b. Force Majeure. In addition to any excuse provided by Applicable Law or under these Terms of Service, Corvex shall be excused from liability for non-delivery or delay in delivery of products and services available through the Services arising from any event beyond Corvex’s reasonable control, whether or not foreseeable by either Party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, equipment malfunctions, loss of access to or degradation networks, equipment or data centers used to provide the Services, governmental act or regulation, and other causes or events beyond Corvex’s reasonable control, whether or not similar to those which are enumerated above.
c. Enforceability; Severability. If any part of these Terms of Service are held invalid or unenforceable, that portion shall be construed in a manner consistent with Applicable Law to reflect, as nearly as possible, the original intentions of the Parties, and the remaining portions shall remain in full force and effect.
d. No Waiver. Any failure by Corvex to enforce or exercise any provision of these Terms of Service or related rights shall not constitute a waiver of that right or provision or a waiver of Corvex’s right to enforce or exercise any such provision of these Terms of Service in the future.
e. Intended Beneficiaries. These Terms of Service are strictly between Corvex and Customer. There are no intended third party beneficiaries of these Terms of Service.
f. Government Sales. If Customer is a branch or agency of the United States Government or a contractor thereto, the following provision applies. As defined in FAR section 2.101, the Services and related documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of these Terms of Service and will be prohibited except to the extent expressly permitted by the terms of these Terms of Service.
g. Use of Words. The term “including” as used in these Terms of Service shall mean “including, without limitation,” unless the context otherwise requires.
h. Entire Agreement. These Terms of Service, any Orders entered into hereunder and Corvex’s Privacy Policy (available at https://www.corvex.ai/privacy-policy) (or DPA, if applicable) constitute the entire agreement and understanding between Corvex and Customer concerning the subject matter hereof and supersedes all prior agreements and understandings of the Parties with respect thereto. These Terms of Service may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by Customer and Corvex. In the event of any conflict or inconsistency between the terms of an Order and these Terms of Services, these Terms of Service shall govern and apply.
i. Independent Contractors. In performing these Terms of Service, the Parties act and shall act at all times as independent contractors, and nothing contained in these Terms of Service shall be construed or implied to create an agency, partnership or employer and employee relationship between the Parties. Except as expressly set forth in these Terms of Service, at no time shall either Party make commitments or incur any charges or expenses for, or in the name of, the other Party.
j. International Trade Compliance. The use of the Services and any related technology or documentation are subject to various economic sanctions, export control laws, and other restrictive trade measures administered by the U.S. and other applicable governments. As these laws may have extraterritorial effect, Customer will comply with all such measures where applicable and as updated or coming into effect from time to time, including, without limitation: (a) the Export Administration Act of 1979, as amended (50 U.S.C. §§ 2401–2420) and the Export Administration Regulations, 15 C.F.R. §§ 730–774 (“EAR”); (b) the Arms Export Control Act, 22 U.S.C. § 2778, and the corresponding International Traffic in Arms Regulations (“ITAR”); (c) the economic sanctions laws and regulations enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), 31 C.F.R. §§ 500, et seq., and the U.S. Department of State; and (d) the anti-boycott regulations, guidelines, and reporting requirements under the Export Administration Regulations and Section 999 of the Internal Revenue Code. Customer understands and acknowledges that it is solely responsible for complying with such laws whenever applicable. Customer further understands and acknowledges that it will not directly or indirectly export, import, sell, disclose, or otherwise transfer any Services to any country or party subject to such restrictions, and that it is solely responsible for obtaining any license(s) to export, re-export, or import the Services that may be required. With these restrictions in mind, Customer agrees it will not provide, sell, ship, or otherwise transfer any Corvex Services, technology, or technical data of any kind to any of the following and does not itself qualify as any of the following: (i) parties targeted for boycotts, embargoes, sanctions, or other similar measures by the United Nations Security Council; (ii) parties appearing on the European Union’s Consolidated Sanctions List or the United Kingdom’s List of Consolidated Financial Sanctions Targets; (iii) parties appearing on the Denied Persons List, Entity List, or Unverified List administered by the U.S. Commerce Department; (iv) parties appearing on the sanctions lists administered by OFAC or the U.S. State Department; (v) parties from or located in countries or regions subject to U.S., EU or UK and other applicable jurisdictions embargoes or sanctions, including without limitation a country or territory that has been designated by the U.S. Government as a “terrorist support” region; or (vi) parties that are, directly or indirectly, at least 50 percent owned or controlled by parties subject to sanctions programs administered by, or otherwise prohibited or restricted by, the U.S. OFAC, the UK or EU, and other applicable jurisdictions, whether individually or in the aggregate. Customer confirms that it is not subject to, owned by, nor otherwise controlled by parties that are subject to any of the restrictive trade measures discussed above. In the event that Customer becomes subject to any of these restrictive trade measures, Customer will immediately provide written notice to Corvex. Customer additionally agrees to abide by any territory restrictions implemented by Corvex. Corvex reserves the right to terminate this Agreement immediately in the event Customer becomes a sanctioned party, and Customer may not be entitled to any refunds for any prepaid, unused Services. Corvex reserves the right to exercise immediate suspension or terminate this Agreement in the instance Customer is acting, or has acted, in a manner that violates Applicable Law or if continuing the business relationship could violate any laws or regulations.
BY USING THE CORVEX INFERENCE ENDPOINT AND/OR ANY OF CORVEX’S OTHER SERVICES AND/OR ACCEPTING THESE TERMS OF SERVICE (OR OTHERWISE BEING BOUND AS DESCRIBED ABOVE), CUSTOMER AGREES TO BE BOUND BY THESE TERMS OF SERVICE. IF CUSTOMER DOES NOT WISH TO BE BOUND BY THE THESE TERMS OF SERVICE, PLEASE EXIT THE CORVEX INFERENCE ENDPOINT NOW AND CEASE ALL FURTHER USE THEREOF AND OF ALL OTHER SERVICES.
Corvex Token Factory
This Authorized Use Policy (“AUP”) applies to any customer’s use of the Corvex Token Factory (as more fully defined in the TOS, the “Services”). This AUP applies in addition to Corvex’s Terms of Service for the Corvex Token Factory (“TOS”) and the TOS govern and supersede in the event of any conflict with this AUP. Any capitalized terms used in this AUP shall have the meanings set forth in the TOS unless otherwise defined herein. Customer and Customer Representatives are and shall be prohibited from engaging in or performing any of the activities detailed below when accessing and using the Corvex Token Factory and all related services.
Customer and any Customer Representatives shall comply with all Applicable Laws when accessing and using the Services. Customer bears sole, exclusive, and final legal liability for all Customer Materials (e.g. prompts, inputs, data, payloads, or fine-tuning datasets, etc.) submitted to the Services, as well as all Outputs generated by use of the Services (e.g. text, code, audio, images, or other data generated by the infrastructure).
The Services are not designed for use with High-Risk Activities.
Customer shall use the Services in a safe, secure and responsible manner.
Customer shall not utilize the Services to engage in fraud, manipulate public discourse, or run coordinated inauthentic behavior campaigns.
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