Terms of Use

Date: January 20, 2026

These Terms of Use (“Terms”) govern access to and use of the Oumi software platform (the “Software”) 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 (“Company,” “we,” “us,” or “our”). These Terms represent a binding agreement between us and the entity or individual which accesses and/or uses the Software (“you”).

Acceptance of Terms
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, 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.
License Grant
1. We grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to use the Software solely for your business or personal purposes, subject to these Terms and during the applicable subscription or access period.
User Responsibilities and Acceptable Use
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 for any competitive or benchmarking, including but not limited to monitoring availability, performance or functionality; and (l) register for more than one account and/or register for an account on behalf of an individual or company without authorization.
2. Prohibited Users. You represent and warrant that you are not a direct competitor of us. Direct competitors are prohibited from accessing the Software, except with our prior written consent.
3. Content and Data. You are responsible for all information, data, text, files, and other content submitted to or through the Software (“User Content”), including obtaining all necessary rights and consents and ensuring that your User Content does not violate these Terms or applicable law. You represent and warrant that any and all User Content you submit to or through the Software is true, accurate, current and complete.
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. Credentials. You are responsible for maintaining the confidentiality of your account and credentials, including passwords and user ID. You agree to notify us immediately of any known or suspected unauthorized access of your credentials. We will not be liable for any loss incurred as a result of the use of your account, credentials or any unauthorized access with, or use of, your account or credentials.
6. Contact information. You must maintain current and accurate contact information for purposes of facilitating communications and notices to you. Failure to maintain current and accurate contact information may result in termination of access to the Software.
Intellectual Property Rights
1. Ownership. As between you and us, the Software, including all technology, data, compilations, code, user interfaces, designs, text, graphics, logos, copies, and other materials, and all intellectual property rights therein whether patent, trademark or copyright, are owned by us and our licensors. You will not engage in or authorize any activity that is inconsistent with such ownership. No ownership rights of any kind are transferred to you. You have no right to use Oumi trademarks for any reason, without prior written consent.
  1. For the avoidance of doubt, and notwithstanding paragraph 4.1, you will be deemed to own 1) datasets created by you via the Software for the purpose of training models or model evaluation and 2) models created by you via the Software.
2. 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, in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. For the avoidance of doubt, Feedback will not be treated as confidential, and nothing in these Terms will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to you.
3. User Content, Datasets and Models License. You grant us a perpetual, non-exclusive, irrevocable, worldwide, royalty-free, assignable license to host, store, reproduce, process, transmit, display, and otherwise use and exploit your User Content and any material that you create by use of the Software, including datasets and models created by you via the Software, to provide, maintain, improve or enhance the Software and as otherwise permitted by these Terms. We reserve the right, and you agree, that we may share your User Content, datasets and models with third parties to provide, maintain, improve or enhance the Software. For the avoidance of doubt, with respect to your datasets, models, and including any material that you create by use of the Software, you agree that we have the right to use and incorporate into the Software learning from such materials created by you, with the exception that we will not have the right to train models of other Software users utilizing the exact datasets created by you. You agree, and we reserve the right, that we may use metadata to improve or enhance the Software and related services. Metadata may include, but is not limited to, size of data, type of model trained, or hyperparameters used.
4. Third-Party Materials and Use. The Software may include third-party software, content, or materials subject to separate terms. You are permitted to use third-party API keys in connection with the Software. You agree to comply with any and all terms applicable to your use of third-party materials, including third-party API keys, and represent to us that your use of third-party materials complies with these Terms and also applicable third-party terms and requirements. To the extent that User Content, datasets or models are shared by us with a third party, the same will be accessed, used and otherwise handled by those third parties in accordance with their own terms and conditions.
Privacy Policy
1. Privacy. Our collection, use, disclosure, and processing of personal data are described in our Privacy Policy available 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.
2. Data Security. We implement reasonable administrative, technical, and physical safeguards designed to protect personal data and User Content. You acknowledge that no method of transmission or storage is completely secure and that we cannot guarantee absolute security.
Subscriptions, Fees, and Payment
1. Fees. Access to certain features may require payment of fees. Fees, billing terms, and subscription details are set forth in the applicable billing section located on our website.
2. Non-Payment. We may suspend or terminate access to the Software for non-payment.
Term and Termination
1. Term. These Terms are effective as of the Effective Date and continue until terminated as provided herein.
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.
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.
4. Effect of Termination. Upon termination, your rights to access the Software cease, and you must stop using the Software. We have no obligation to retain User Content, datasets or models, after seven (7) days from termination, except as required by law. Sections that by their nature should survive include Sections 3, 4, 5, 6, 7, 8, 9, 10, 13 and 17 will survive termination.
Warranties and Disclaimers
1. Your Warranties. You represent and warrant that: (a) you have all rights necessary to submit User Content, create datasets and models, and grant the licenses herein; and (b) your use of the Software and User Content, datasets and models will comply with these Terms and applicable law.
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, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SOFTWARE’S COMPLIANCE WITH LAWS AND REGULATIONS SPECIFICALLY APPLICABLE TO ANY USER OR INDUSTRY AND DISCLAIM ALL LIABILITY ASSOCIATED THEREWITH.
Limitations of Liability
1. Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, COSTS, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL WE BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES OR SOFTWARE.
2. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO YOUR USE OF THE SOFTWARE OR THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO US FOR THE SOFTWARE GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
3. Basis of the Bargain. The parties acknowledge that the disclaimers and limitations of liability in this Section 9 form an essential basis of the bargain between the parties.
Indemnification
1. Your Indemnity. You will defend, indemnify, and hold harmless us and our affiliates, and our respective officers, directors, employees, contractors, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Software; (b) your User Content, datasets or models; or (c) your violation of these Terms or applicable law, including intellectual property laws.
2. Procedure. We will promptly notify you of any claim subject to indemnification, and you will control the defense and settlement, provided that you may not settle any claim without our prior written consent if it requires an admission of liability or imposes obligations on us. We may participate in the defense with counsel of our choosing at our expense.
Updates, Availability, and Support
1. Modifications to Software. We may modify, update, or discontinue the Software or any part thereof at any time, with or without notice, provided that we will not materially reduce core functionality of a paid subscription during a subscription term without advance notice.
2. Updates to Terms. We may update these Terms from time to time. Changes will be effective when posted or as otherwise stated. Your continued use after the Effective Date constitutes acceptance. If you do not agree, you must stop using the Software.
3. Maintenance and Downtime. The Software may be unavailable from time to time for maintenance or reasons beyond our control. We will use commercially reasonable efforts to provide notice of scheduled maintenance.
4. Support. Any support services are provided as described in your order.
Third-Party Services and Links
1. Integrations. The Software may interoperate with third-party products or services (“Third-Party Services”). Your use of Third-Party Services is subject to their terms and policies, and we are not responsible for Third-Party services.
Confidentiality
1. Definition. “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.
  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 Disclosers’ Confidential Information, or is rightfully received from a third party without restriction.
2. Software is Confidential. The Software, including structure, organization and source code, is comprised of commercially valuable assets belonging to us or our licensors, the development or acquisition of which required the investment of substantial time, effort and cost. The Software may contain trade secrets. Accordingly, you hereby agree to use the highest degree of care to maintain the confidentiality of the Software. You agree to use Confidential Information solely to exercise your rights and perform obligations under these Terms.
3. Disclosure of Confidential Information. Recipient may disclose Confidential Information of the Discloser to Recipient’s employees, officers, agents, subcontractors and independent contractors (collectively “Representatives”) who have: (i) a need to know such Confidential Information in order to perform their duties; and (ii) a legally binding duty to protect the Confidential Information. Recipient assumes full responsibility for the acts and omissions of its Representatives with respect to such Confidential Information**.**
4. Compelled Disclosure. Notwithstanding the above, the receiving party may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that written notice to Discloser is given first in order to allow Discloser to seek, at its sole cost and expense, a protective order or other remedy to limit such disclosure.
5. Injunctive Relief. Each party acknowledges that Recipient’s breach of this Section may cause immediate and irreparable injury to Discloser, and in the event of such breach, Discloser will be entitled to seek and obtain injunctive relief to the extent provided by a court of applicable jurisdiction, without bond or other security, and to any and all other remedies available at law or in equity.
6. Return of Confidential Information. Unless expressly authorized to retain Discloser’s Confidential Information, Recipient will promptly return or destroy Discloser’s Confidential Information upon request or upon termination of these Terms, if applicable.
7. Use of Your Name and Logo. You agree that we may use your name and/or logo (as applicable) on any public or private customer lists, and that the use of your name and/or logo in this manner is not confidential information and is otherwise approved of by you.
Open Source and Component Notices
1. Notices. Certain components of the Software may be provided under open source or third-party licenses. To the extent required by such licenses, the terms of those licenses will govern your use of those components.
Export and Sanctions Compliance
1. Compliance. You will comply with all applicable export control and economic sanctions laws and regulations. You represent that you are not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive U.S. sanctions, and are not a denied or restricted party.
Communications, Notices and Personal Information
1. Electronic Communications. You consent to receive communications from us electronically. We may provide notices by email, through the Software, or by posting to our website. Your consent to receive communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. If you withdraw your consent to electronic communications (excluding consent to receive marketing communications), from that time forward, you must stop using the Software.
2. Mailing Lists**.** If you are a member of our mailing list you agree to receive marketing email communications from us regarding our products, services and initiatives (including collaborations and partnerships). If you do not wish to receive these communications, you can unsubscribe from such promotional e-mails at any time by clicking on the unsubscribe link in any of our e-mail communications. By being a mailing list member, you authorize us to share your email address and other Personal Information (as defined below) with partners who may send you future offers or communications. You understand that we may receive financial remuneration in exchange for sharing your email address and other Personal Information with partners if you choose to sign up for a mailing list. By accessing or using the Software, you acknowledge and agree that we will be transmitting certain of your Personal Information electronically.
3. Personal Information. When used in these Terms, Personal Information means i) contact information (personal name, business name, address and email) and ii) payment information (payment card details and payment address).
4. Contact. Notices to us must be sent to contact@oumi.ai and are deemed given upon receipt.
Miscellaneous
1. Entire Agreement. These Terms, together with any order forms, policies referenced herein, and any applicable data processing agreement, constitute the entire agreement between you and us regarding the Software and supersede prior or contemporaneous agreements on the subject matter.
2. Order of Precedence. In the event of a conflict, the following order of precedence applies: (a) an executed order form or subscription agreement; (b) a data processing agreement; (c) these Terms; and (d) policies referenced herein.
3. Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of assets.
4. Independent Contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, employment, franchise, or agency relationship.
5. Force Majeure. We will not be liable for any delay or failure to perform due to events beyond our reasonable control, including acts of God, labor disputes, supply chain disruptions, power or internet failures, or governmental actions.
6. Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be deemed modified to the minimum extent necessary to make it valid and enforceable.
7. Waiver. No waiver of any term will be deemed a further or continuing waiver of such term or any other term. Failure to enforce any right or provision is not a waiver.
8. Governing Law; Venue. These Terms are governed by the laws of Washington, United States, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Washington, and waive any objection to venue or forum non conveniens.
9. Equitable Relief. You acknowledge that a breach of these Terms may cause irreparable harm for which monetary damages are inadequate, and we may seek injunctive or other equitable relief without the necessity of posting bond.
10. Notices of Infringement. If you believe content on the Software infringes your rights, contact us at ciara@oumi.ai with: (a) your contact information; (b) identification of the work claimed to be infringed; (c) identification of the material claimed to be infringing; (d) a statement of good-faith belief; (e) a statement under penalty of perjury; and (f) a physical or electronic signature of the rights holder or authorized agent.
11. Beta Features. We may offer features identified as beta, preview, or evaluation (“Beta Features”). Beta Features are provided for evaluation, may be subject to additional terms, and may be modified or discontinued at any time. Beta Features are provided “as is” without warranties or support and may be excluded from any service level commitments.
Contact

For questions about these Terms or the Software, contact us at contact@oumi.ai.