Terms of Use

Date: March 18, 2026

These Terms of Use ("Terms") govern access to and use of the Oumi software platform (the "Software") and related services provided by OUMI PBC, a public benefit corporation of Delaware with an address of 2018 156th Avenue, N.E. Building F, Suite 100, PMB 8404, Bellevue, Washington 98007 ("Oumi," "we," "us," or "our"). These Terms represent a binding agreement between Oumi and the entity or individual which accesses and/or uses the Software ("you" or "Customer").

1. Acceptance of Terms

1.1 Upon first accessing or using the Software, you explicitly agree to be bound by these Terms (the "Effective Date") and agree to comply with all applicable laws, rules, and regulations in connection with your use of the Software. If you agree on behalf of a business or other legal entity, you confirm and represent you have the authority to do so, and "you" will also refer to that legal entity. If you agree on behalf of yourself as an individual, you represent that you have reached the age of majority in your jurisdiction and you have the capacity to enter into these binding obligations. If you do not agree to the foregoing, then you must not access or use the Software.

2. Definitions

2.1 "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. For the avoidance of doubt, Customer prompts, inputs, outputs, inference results, evaluation data, and Customer models are your Confidential Information.

2.2 “Metadata” means non-content, descriptive information about Customer’s configuration or use of the Services, such as feature selections, deployment environment selections, workflow configuration types, and usage frequency statistics, provided that such Metadata does not include Customer Content.

2.3 "Personal Data" has the meaning given to it (or to equivalent terms such as "personal information") under applicable data protection and privacy laws.

2.4 "Privacy Policy" means the Oumi Privacy Policy available at [https://oumi.ai/privacy-policy], as updated from time to time.

2.5 “Customer Content” means all content-layer materials submitted by Customer to the Software and all outputs generated from Customer-configured training, inference, evaluation, or workflow execution through the Software, including prompts, inputs, outputs, training datasets, model artifacts, weights, checkpoints, fine-tuned models, evaluation artifacts and Customer models. Customer Content does not include Telemetry or Metadata.

2.6 “Telemetry” means system-generated operational, diagnostic, and security data relating to the performance, reliability, integrity, and health of the Services (such as request timestamps, error codes, latency metrics, infrastructure resource utilization, and access logs). Telemetry may include limited technical identifiers such as IP address and device identifiers. Telemetry is used solely to operate, secure, maintain, and improve the security, reliability, and performance of the product and Services, including abuse detection, fraud prevention, incident investigation, and capacity planning, and not to train, fine-tune, improve, develop, benchmark, or otherwise enhance any centralized, shared, or general-purpose model. Telemetry is maintained separately from Customer Content and is not combined with Customer Content for model development purposes.

3. License Grant

3.1 We grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to use the Software solely for your personal professional, business, academic, research, or governmental purposes, subject to these Terms and during the applicable subscription or access period.

4. User Responsibilities and Acceptable Use

4.1 Prohibited Conduct. You will not, either directly or indirectly: (a) access or use the Software for any unlawful purpose including any purpose that would give rise to civil or criminal liability under United States or foreign law, and export controls or sanctions; (b) modify, copy, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying ideas, algorithms, or non-public APIs of the Software except to the extent such restrictions are prohibited by law; (c) interfere with or disrupt the integrity, performance, or security of the Software; (d) upload, post, or transmit viruses, malware, or harmful code; (e) use any automated means to access the Software without our prior written consent; (f) remove, alter, or obscure any proprietary notices; (g) infringe or misappropriate the intellectual property, privacy, or other rights of any person; (h) access or use the Software in any manner that is libelous, slanderous, defamatory, harassing, threatening, obscene, offensive, illegal, or harmful to any company, person, or property; (i) circumvent or attempt to circumvent usage limits, quotas, or authentication mechanisms; (j) distribute, sublicense, or resell the Software; (k) access or use the Software to perform publicly disclosed benchmarking or comparative analysis of the Software (including publishing results) without Oumi’s prior written consent; provided that this restriction does not prohibit Customer’s internal testing, evaluation, security assessments, regulatory examinations, or benchmarking conducted for Customer’s internal business purposes.; (l) register for more than one account and/or register for an account on behalf of an individual or company without authorization; or (m) access the Software as a direct competitor of Oumi, except with our prior written consent.

4.2 Content and Data. You are responsible for all Customer Content, including obtaining all necessary rights and consents and ensuring that your Customer Content does not violate these Terms or applicable law. You represent and warrant that all Customer Content you submit is true, accurate, current, and complete. Where Customer Content includes Personal Data, you are responsible for complying with applicable data protection and privacy laws, including providing all required notices to and obtaining all necessary consents from individuals whose Personal Data you submit through the Software.

4.3 Account Obligations. You are responsible for maintaining the confidentiality of your account credentials, protecting Customer Content in transit to and from the Software, and maintaining appropriate backups of your data. You must maintain current and accurate contact information. You agree to notify us immediately of any known or suspected unauthorized access. We will not be liable for any loss resulting from use of your account or credentials. Failure to maintain accurate contact information may result in termination of access.

4.4 Usage Limits. You will adhere to any usage parameters, rate limits, or capacity constraints disclosed in the Software or agreed in writing. We may monitor use to ensure compliance.

5. Intellectual Property Rights

5.1 Ownership of Software. As between you and Oumi, the Software, including all technology, data, compilations, code, user interfaces, designs, text, graphics, logos, and other materials, and all intellectual property rights therein, are owned by Oumi and our licensors. No ownership rights are transferred to you. You have no right to use Oumi trademarks without prior written consent. Oumi retains all intellectual property rights in its base models, platform architectures, pre-existing technology, tooling, and any open-source components subject to their respective license terms.

5.2 Ownership of outputs. Notwithstanding Section 5.1, as between you and Oumi, you own: (a) datasets created by you via the Software for the purpose of training models or model evaluation; and (b) Customer Models; however, your ownership and use of Customer Models and datasets are subject to any applicable third-party or open-source license terms governing underlying components.

5.3 Model Portability. Where technically supported by the applicable deployment model and underlying model license, you may export Customer Model artifacts in industry-standard formats supported by the Software at the time of export. Oumi shall provide reasonable assistance upon request, subject to applicable fees and technical limitations.

5.4 Feedback. If you provide suggestions, ideas, or feedback regarding the Software ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, assignable license to use, reproduce, modify, and exploit the Feedback without restriction or obligation to you. Feedback will not be treated as confidential.

5.5 Third-Party Materials. The Software may include third-party software, content, or materials subject to separate terms. You may use third-party API keys in connection with the Software. You agree to comply with all applicable third-party terms and represent that your use of third-party materials complies with these Terms and applicable third-party requirements.

6. Customer Content; Telemetry and Metadata; AI Use Restrictions

6.1 Ownership of Customer Content. As between you and Oumi, you retain all right, title, and interest in and to Customer Content. Oumi claims no ownership rights in Customer Content.

6.2 Operational License. Notwithstanding Section 6.1 above, you grant Oumi a limited, non-exclusive, worldwide, royalty-free license to host, store, reproduce, process, transmit, display, generate and otherwise use aggregated, de-identified operational insights derived from Customer Content solely to maintain, secure, and improve the Software (including abuse prevention, fraud detection, reliability engineering, capacity planning, product and service improvements), provided such insights do not identify Customer or any individual and do not contain Customer Content solely to maintain, secure, and improve the reliability, security, and performance of the Software. This may include access by authorized personnel solely to provide support, troubleshoot, and maintain the Software, subject to confidentiality obligations.

6.3 AI Use Restrictions (No Training on Customer Content). Oumi will not use Customer Content to train, fine-tune, or improve any model using Customer Content. Customer Content may be processed only to run Customer-initiated workflows and to provide support, security, and service operations, and not for model training. For the avoidance of doubt, Oumi will not use Customer Content to improve any centralized, shared, or general-purpose model.

6.4 Telemetry and Metadata (Required for Operation). Oumi may collect and use Telemetry and Metadata for purposes of operating, securing, maintaining, supporting, and improving the reliability, performance, and availability of the Software, including abuse detection, capacity planning, and service monitoring. Telemetry and Metadata collection is a core operational feature of the Software and is not optional except where expressly agreed in a separate enterprise agreement. Telemetry and Metadata do not include Customer Content. To the extent Telemetry or Metadata constitutes Personal Data (for example, IP address), it is processed in accordance with the Privacy Policy.

6.5 Security Monitoring Retention. Oumi may retain Customer Content (including inputs and outputs) solely for security monitoring, abuse prevention, or active Security Incident investigation for up to thirty (30) days, unless a longer retention period is required by applicable law.

6.6 Optional Programs. You may elect to participate in optional programs offered by Oumi (such as collaborative model improvement or safety research initiatives) only by providing express written consent through a separate agreement or opt-in mechanism. Any such participation will be governed by that separate agreement, which will describe the specific data use, safeguards, and your right to withdraw. Absent such express written consent, the restrictions in this Section 6 apply in full. Withdrawal applies prospectively and does not require Oumi to unwind de-identified contributions already incorporated into aggregated research or model improvements.

6.7 Third-Party Service Providers. Oumi may use third-party service providers to support delivery of the Software and may share Customer Content with such providers solely as necessary to provide the Software, subject to written confidentiality and data protection obligations no less protective than these Terms.

6.8 No Cross-Customer Aggregation of Customer Content. Oumi will not aggregate, pool, or otherwise use Customer Content across customers for the purpose of developing, improving, benchmarking, or evaluating any centralized or multi-tenant model.

7. Privacy and Data Security

7.1 Privacy and Controller Activities. Oumi processes certain data as a controller for its own business purposes, including account administration, billing, security, analytics, and marketing. Such processing is governed by the Privacy Policy at [https://oumi.ai/privacy-policy], which is incorporated into these Terms by reference. By using the Software, you consent to our privacy practices as described in the Privacy Policy.

7.2 Data Security. We implement and maintain administrative, technical, and physical safeguards designed to protect Personal Data and Customer Content against unauthorized access, disclosure, alteration, and destruction. No method of transmission over the Internet or electronic storage is completely secure, and absolute security cannot be guaranteed.

8. Term and Termination

8.1 Term. These Terms are effective as of the Effective Date and continue until terminated as provided herein.

8.2 Termination by You. You may terminate your account at any time by following the instructions in the Software or contacting us at contact@oumi.ai. Termination will be effective at the end of your current subscription period unless otherwise specified.

8.3 Termination by Us. We may suspend or terminate your access, in whole or in part, immediately upon notice, if: (a) you breach these Terms; (b) your use poses a security risk or could adversely impact the Software or other users; (c) required by law; or (d) you fail to pay fees when due.

8.4 Data Return and Deletion. Upon termination, you have thirty (30) days to request export of your Customer Content, datasets, and Customer Models in a structured, commonly used, machine-readable format. Following the export period, Oumi shall delete such data from production systems within thirty (30) days and from backup and disaster recovery systems within ninety (90) days. Where selective deletion from immutable storage is not technically feasible, such data will remain encrypted, will not be actively processed, and will be deleted upon the next scheduled rotation cycle. System-generated security logs, access logs, and Telemetry are typically retained for 30 days, unless extended as reasonably necessary for an active security investigation, legal obligation, or documented compliance requirement. Written certification of deletion is available upon request.

8.5 Effect of Termination. Upon termination, your rights to access the Software cease. Sections 2, 4, 5, 6, 7, 8, 9, 10, 11, 14, and 16 survive termination.

9. Fees and Payment

9.1 Fees. Access to certain features may require payment. Fees, billing terms, and subscription details are set forth on our website.

9.2 Non-Payment. We may suspend or terminate access for non-payment.

10. Warranties and Disclaimers

10.1 Your Warranties. You represent and warrant that: (a) you have all rights necessary to submit Customer Content, create datasets and Customer Models, and grant the licenses herein; (b) your use of the Software will comply with these Terms and applicable law; and (c) where your Customer Content includes Personal Data, you have provided all required notices and obtained all necessary consents for Oumi to process such data pursuant to these Terms..

10.2 Disclaimer. THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY, DATA SECURITY, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED. WE MAKE NO REPRESENTATIONS ABOUT THE SOFTWARE'S COMPLIANCE WITH LAWS SPECIFICALLY APPLICABLE TO ANY USER OR INDUSTRY.

11. Limitations of Liability

11.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap. OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO US DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11.3 Basis of the Bargain. The disclaimers and limitations in this Section 11 form an essential basis of the bargain between the parties.

12. Indemnification

12.1 Your Indemnity. You will defend, indemnify, and hold harmless Oumi and our affiliates, officers, directors, employees, contractors, and agents from all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Software; (b) your Customer Content, datasets, or Customer Models; (c) your violation of these Terms or applicable law; or (d) your failure to obtain required consents for the processing of Personal Data.

12.2 Procedure. We will promptly notify you of any claim subject to indemnification. You will control the defense and settlement, provided you may not settle any claim without our prior written consent if it requires an admission of liability or imposes obligations on us.

13. Updates, Availability, and Support

13.1 Modifications. We may modify, update, or discontinue the Software at any time, provided that we will not materially reduce core functionality of a paid subscription during a subscription term without advance notice. We will provide reasonable notice of material changes.

13.2 Updates to Terms. We may update these Terms from time to time. Changes are effective when posted. Your continued use constitutes acceptance.

13.3 Maintenance. The Software may be unavailable for maintenance or reasons beyond our control. We will use commercially reasonable efforts to provide notice of scheduled maintenance.

13.4 Support. Support services are provided as described in your order.

14. Confidentiality

14.1 Scope. "Confidential Information" is defined in Section 2.1. Confidential Information does not include information that is publicly available through no fault of the Recipient, was rightfully known by the Recipient without restriction, is independently developed without use of the Discloser's Confidential Information, or is rightfully received from a third party without restriction.

14.2 Software is Confidential. The Software, including its structure, organization, and source code, constitutes commercially valuable trade secrets. You agree to use the highest degree of care to maintain the confidentiality of the Software and to use Confidential Information solely to exercise your rights under these Terms.

14.3 Permitted Disclosure. Recipient may disclose Confidential Information to employees, officers, agents, and contractors ("Representatives") who have a need to know and a legally binding duty to protect such information. Recipient is responsible for its Representatives' acts and omissions.

14.4 Compelled Disclosure. The receiving party may disclose Confidential Information to the limited extent required by law or court order, provided that written notice is given to the Discloser first to allow it to seek a protective order.

14.5 Remedies. Each party acknowledges that breach of this Section 14 may cause irreparable injury entitling the other party to seek injunctive relief without bond, in addition to all other remedies at law or in equity.

14.6 Return. Unless expressly authorized to retain, Recipient will promptly return or destroy Discloser's Confidential Information upon request or termination.

14.7 Publicity. Unless you notify us in writing at contact@oumi.ai that you opt out, we may identify you on Oumi’s website as a customer. We will not use your logo, or use your name in press releases or case studies, without your prior written consent.

15. Third-Party Services and Links

15.1 The Software may interoperate with third-party services ("Third-Party Services"). Your use of Third-Party Services is subject to their terms and policies, and we are not responsible for them. Where Customer Content is shared with a third party pursuant to Section 6.7, such materials are handled in accordance with the third party's terms.

16. Additional Terms

16.1 Open Source. Open source components are licensed under their applicable open source licenses, which govern Customer’s use of those components. These Terms govern only the hosted and managed service relationship (if any) and do not modify or restrict rights granted under applicable open source licenses.

16.2 Export and Sanctions. You will comply with all applicable export control and economic sanctions laws. You represent that you are not located in any jurisdiction subject to comprehensive U.S. sanctions and are not a denied or restricted party.

16.3 Communications. You consent to receive communications from us electronically, including by email, through the Software, or on our website. If you withdraw consent to electronic communications (excluding marketing), you must stop using the Software.

16.4 Marketing and Partner Communications. If you opt in to marketing communications, you may unsubscribe at any time. Oumi does not sell Personal Data. Oumi will not share your contact information with third-party partners for their own direct marketing purposes unless you expressly opt in.

16.5 Contact. Notices to us must be sent to contact@oumi.ai. Privacy-related inquiries should be directed to privacy@oumi.ai.

16.6 Notices of Infringement. If you believe content on the Software infringes your rights, contact contact@oumi.ai with: (a) your contact information; (b) identification of the infringed work; (c) identification of the infringing material; (d) a good-faith belief statement; (e) a statement under penalty of perjury; and (f) a signature of the rights holder or authorized agent.

16.7 Beta Features. Beta, preview, or evaluation features may be offered and may be modified or discontinued at any time. Beta Features are provided "as is" without warranties or support commitments.

17. Miscellaneous

17.1 Entire Agreement. These Terms, together with the Privacy Policyand any order forms or policies referenced herein, constitute the entire agreement between you and Oumi regarding the Software.

17.2 Order of Precedence. In the event of a conflict: (a) an executed order form or subscription agreement prevails; then (b) these Terms; then (c) the Privacy Policy and other referenced policies.

17.3 Assignment. You may not assign these Terms without our prior written consent. We may assign in connection with a merger, acquisition, reorganization, or asset sale.

17.4 Independent Contractors. The parties are independent contractors. Nothing herein creates a partnership, joint venture, employment, or agency relationship.

17.5 Force Majeure. We are not liable for delays or failures due to events beyond our reasonable control, including acts of God, labor disputes, supply chain disruptions, power or internet failures, or governmental actions.

17.6 Severability. Invalid or unenforceable provisions do not affect the remainder of these Terms.

17.7 Waiver. Failure to enforce any right or provision is not a waiver.

17.8 Governing Law; Venue. These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws principles. The parties consent to exclusive jurisdiction in the state and federal courts located in Delaware.

17.9 Equitable Relief. You acknowledge that breach of these Terms may cause irreparable harm, and we may seek injunctive or equitable relief without bond.

17.10 Professional Services. Oumi may provide advisory, implementation, or other professional services (‘Professional Services’) under a separate statement of work, order form, or services agreement. Any Professional Services are governed by the applicable Professional Services terms, and in the event of a conflict those terms control for the Professional Services.