Aivana AI Studio & MMI API Terms of Service

1.1 Key Definitions

"Aivana MMI" means Aivana's multi-model intelligence service, including the MMI API and related AI Studio functionality, that may select, combine, and evaluate results from one or more artificial-intelligence, retrieval, live-web, or related technologies to produce a response.

"Playground" means the interactive prompt-and-response environment within AI Studio through which a Customer may submit requests directly through Aivana's user interface rather than through a Customer API key.

"Customer Application" means an application, product, website, service, workflow, or other offering that integrates with or uses the Services. "End User" means any person or entity that accesses, uses, or receives functionality from a Customer Application or otherwise accesses the Services through Customer.

"Input" means prompts, system instructions, files, data, code, messages, context, or other content submitted to the Services by or on behalf of Customer or an End User. "Output" means the final content generated by the Services and made available to Customer in response to Input. Input and Output together are "Customer Content."

"Live Web Search" means a Service feature that may query third-party search, retrieval, or content services to obtain current or external information for use in preparing an Output.

"Service Data" means system-generated, technical, operational, analytical, or derived information relating to the provision, performance, security, evaluation, use, or improvement of the Services, including request identifiers, usage measurements, performance metrics, evaluation results, benchmark data, feature-use signals, error information, and other derived or aggregated information. Service Data does not include verbatim Customer Content, or internal intermediate drafts, context expansions, intermediate results, or derived text generated directly from Customer Content, where those materials reveal the substance of the Customer Content.

"Aivana Technology" means the Services and Aivana's software, APIs, SDKs, documentation, interfaces, methods, systems, non-public decisioning and evaluation logic, Service Data, internal intermediate results and artifacts, evaluation systems and results, benchmark methodologies and internal benchmark data, service-generated metadata, telemetry, analytics, designs, models or model-related assets owned or developed by Aivana, trademarks, patents, trade secrets, and related improvements and derivatives, as further described in Section 8.

3.1 License and Documentation

Subject to these Terms and payment of applicable fees, Aivana grants you a limited, non-exclusive, non-transferable (except as permitted under these Terms), revocable right during the applicable service term to access and use the Services for lawful developer, professional, internal, educational, or business purposes and to integrate the MMI API into Customer Applications that you make available to your own users.

You may use Aivana-provided SDKs and documentation in accordance with any accompanying license terms. Open-source components remain subject to their applicable open-source licenses. No rights are granted except as expressly stated in these Terms.

3.2 Beta, Preview, and Evaluation Features

Aivana may offer alpha, beta, preview, early-access, experimental, evaluation, or other pre-release features ("Beta Services"). Beta Services may change, be limited, or be discontinued at any time without liability, may be less reliable or secure than generally available Services, may have different data-handling rules disclosed at the time of use, and are provided "as is" for testing and evaluation unless Aivana expressly states otherwise.

6.1 MMI Service

Aivana MMI may select, combine, and evaluate results from one or more artificial-intelligence, retrieval, live-web, or related technologies to produce a response. The specific technologies used may vary by request and may change over time.

You are purchasing access to the Services and not entitlement to the continued availability, identity, version, number, location, or participation of any particular underlying model, provider, or technology. Customers do not select or control the underlying models used for a request. Aivana may add, remove, replace, upgrade, substitute, or change underlying technologies for quality, availability, safety, economics, compliance, resilience, or product evolution. Aivana may also apply governance constraints where Aivana has agreed to do so under a written agreement signed by an authorized Aivana officer.

6.2 Enterprise Governance Configurations

Aivana may make certain governance configurations available for particular customers or use cases. Such configurations may restrict eligible technologies based on broad criteria such as geographic origin, hosting region, organizational ownership or control, data-handling requirements, or other criteria Aivana agrees to support under a written agreement signed by an authorized Aivana officer. Customers do not select named models. Aivana administers, applies, versions, and updates governance configurations.

Governance configurations may narrow available processing options and may affect availability, cost, latency, or quality. If Aivana cannot satisfy an applicable constraint, the affected request may fail, be delayed, or return an error rather than be processed outside that constraint. Customer-facing evidence may confirm that an applicable constraint was honored without identifying the specific technologies used. Governance configurations do not create a service-level commitment or guarantee unless set out in a published Aivana service-level policy or a written agreement signed by an authorized Aivana officer.

6.3 Provider Restrictions, Live Web Search, and Third-Party Content

Aivana's agreements with third-party technology providers generally govern Aivana's relationship with those providers and do not create a direct contractual relationship between you and them. Aivana may impose or pass through restrictions required by a provider, law, or regulator and may suspend, limit, or modify an affected feature if a provider changes its terms, policies, availability, safety requirements, interfaces, pricing, or legal permissions.

When Live Web Search or retrieval is enabled, the Services may send a search query or relevant context to third-party search, retrieval, or content services and may rely on third-party information in preparing an Output. If Customer disables Live Web Search, the Services may answer without a search and may return a notice that the requested search was not performed. If a request requires Live Web Search but the available account balance, applicable usage limit, or other account condition cannot support it, Aivana may decline the request rather than answer as if a search occurred. Live Web Search depends on third-party services, and Aivana makes no guarantee that search will always be available, timely, complete, or error-free. If search is unavailable for technical, provider, legal, safety, or other reasons, Aivana may decline, delay, or return an error or notice for the affected request, but will not intentionally represent that an Output used Live Web Search when it did not.

Outputs may contain, summarize, link to, or rely on third-party content. Third-party content remains subject to the rights and terms of its owner and is not transferred to you merely because it appears in an Output.

7.1 Ownership

As between you and Aivana, you retain your ownership rights, if any, in Input. Subject to these Terms and to the extent permitted by applicable law, Aivana assigns to you any right, title, and interest Aivana may have in the final Output made available to you. This allocation of final Output does not transfer or limit Aivana's rights in Aivana Technology, Service Data, internal intermediate results, internal evaluations, benchmark methodologies or data, system-generated metadata, third-party materials, or any other technology, information, or material used to produce, evaluate, or deliver Output. Aivana does not represent or warrant that any Output is eligible for copyright, patent, trade-secret, or other intellectual-property protection. Output may not be unique, and other users may receive the same or similar output.

7.2 Rights Needed to Provide the Services

You grant Aivana, its affiliates, contractors, and subprocessors a worldwide, non-exclusive, royalty-free, sublicensable license to host, copy, transmit, reproduce, transform, analyze, and otherwise process Customer Content as reasonably necessary to provide, operate, secure, maintain, troubleshoot, support, bill for, and enforce the Services; comply with law; respond to Customer requests; and prevent fraud, abuse, and security threats. Any use of Customer Content for evaluation, service improvement, or model training is governed by Sections 7.3 and 7.4.

7.3 Data Use and Service Improvement

By default, Aivana will not use Customer Content from requests submitted through the MMI API using a Customer API key to train or fine-tune Aivana or third-party artificial-intelligence or machine-learning models. Aivana may use Service Data and aggregated or de-identified operational information from keyed API traffic to operate, secure, evaluate, benchmark, and improve the Services, including performance measurement, evaluation harnesses, quality analysis, routing and decisioning improvements, safety, reliability, and economics. This restriction does not prevent Aivana from reviewing or processing Customer Content where reasonably necessary for support, security, abuse prevention, legal compliance, or at Customer's request. For clarity, the foregoing training restriction extends to internal intermediate results, intermediate drafts, context expansions, or derived text generated directly from your Customer Content during the execution of an API request. This restriction does not limit Aivana's right to use Service Data (such as usage measurements, performance metrics, latency, and routing signals) that does not contain verbatim Customer Content.

For Customer Content submitted through the Playground, feedback mechanisms, evaluation programs, beta testing, or other features that Aivana clearly identifies as eligible for product-improvement use, Aivana may use that content to test, evaluate, benchmark, and improve the Services. Aivana may use such Customer Content to train or fine-tune artificial-intelligence or machine-learning models only after taking reasonable steps to de-identify it and only where Aivana is legally and contractually permitted to do so. Where AI Studio offers a setting that controls product-improvement use of Playground content, Aivana will honor your choice for content submitted while that setting is off; the default for that setting may differ between free and paid accounts. Aivana may exclude particular content from training or improvement uses where third-party contractual terms, technical limitations, or legal requirements restrict such use.

Aivana may offer voluntary data-sharing programs, including promotions that provide credits or other benefits in exchange for an affirmative opt-in. Any such program will describe the categories of data eligible for sharing and the permitted uses. An opt-in applies only as described in the applicable program terms and may be withdrawn prospectively where Aivana provides a withdrawal mechanism; withdrawal does not require Aivana to delete or reverse de-identified datasets, evaluation results, or model parameters lawfully created before withdrawal except where applicable law requires otherwise. Model training under any data-sharing program remains subject to Aivana's legal and contractual rights to use the applicable data.

7.4 Feedback and Evaluation Submissions

If you voluntarily submit feedback, ratings, evaluation examples, comments, ideas, or suggestions, you grant Aivana a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free right to use and exploit that feedback for any lawful purpose without restriction or compensation. Aivana may review associated Customer Content for the purpose of understanding and acting on the feedback. Any use of Customer Content for model training remains subject to Section 7.3. Feedback may contain personal information and will be handled in accordance with the Privacy Policy. Feedback is not treated as confidential unless Aivana agrees otherwise under a written agreement signed by an authorized Aivana officer.

7.5 Your Responsibilities

You are responsible for Customer Content and represent that you have all rights, permissions, notices, and legal bases necessary for Aivana and its subprocessors to process it as contemplated by these Terms. You must not submit content that you are prohibited from sharing with Aivana or with third parties that may process it as part of the Services.

12.1 Fees and MMI Metering

You will pay the fees shown in AI Studio, the developer portal, an applicable pricing page, or checkout flow. Aivana may meter usage using customer-facing input tokens, output tokens, requests, runs, attached-file processing, live-search usage, cached input, features, or other units described in the Services. Aivana's customer-facing usage meter is the basis for billing absent manifest error.

MMI pricing is for the Aivana Service. Customer-facing usage units need not equal, reveal, or correspond one-for-one to the number of third-party technologies used, internal processing steps, provider-side token counts, provider prices, or Aivana's internal cost of providing the Service.

12.2 Billing Treatment of Requests

• Files and other attachments may be converted into billable input units using the then-current methodology described in Aivana's pricing or documentation.
• Input that Aivana can verify was reused from cache may be charged at a reduced cached-input rate shown in the then-current pricing documentation. Cache reuse is not guaranteed and may expire or be unavailable.
• A request that uses Live Web Search or retrieval may consume and be charged for additional billable input or other metered work used to answer the request. If Aivana determines that the available balance or applicable account limits cannot support a request that requires Live Web Search, Aivana may decline the request before or during processing.
• If you stop a streaming request before it finishes, Aivana may charge for the Input and the portion of the Output or other billable work delivered or performed before the request stopped. If an answer ends because it reaches a length, token, stop-sequence, or other limit configured by Customer, that request is treated as completed for billing purposes and may be fully charged for the billable work performed.
• If Aivana fails to complete a request because of an Aivana-side error, or Aivana cuts an answer short on its side before completion for reasons not caused by a Customer-configured limit, the request will not be charged unless Aivana clearly discloses a different treatment for a particular feature.
• Aivana may place a temporary hold or reservation against any available balance, including promotional balances and purchased credit, while one or more requests are in flight. A completed run replaces the applicable hold with its actual charge; a failed or refused run releases the hold, subject to normal processing delays. Available balances shown in the Services may therefore be temporarily reduced while requests are pending.
• Aivana is designed to decline a request that your available balance, after holds for requests in flight, cannot cover. In limited circumstances, such as several requests sent at the same time, an account may briefly show a small negative balance, within an allowance Aivana sets. Aivana will offset that amount against later purchased credit or promotional grants, and will not separately charge your payment method for it except as part of a purchase or auto-reload that you authorize.

12.3 Prepaid Purchased Credits

Aivana may require or permit prepayment through account credits. Purchased credits are a contractual right to use eligible Services, are not a bank deposit or stored-value account, are non-transferable, and have no cash value except where required by law. Unless a different period is disclosed at purchase or applicable law requires otherwise, purchased credits expire 12 months after purchase. Aivana will make reasonable efforts to notify you before purchased credits expire, for example by email or in-product notice. Purchased credits are non-refundable, except where required by applicable law, as stated in Section 17.4, or for exceptions approved by Aivana. Closing or deleting your account does not by itself entitle you to a refund of unused purchased credits.

12.4 Promotional Credits or Tokens

Promotional credits or token grants are subject to the eligibility, usage scope, and conditions stated with the promotion. Unless a promotion states otherwise, promotional balances expire 60 days after grant, may not be transferred or redeemed for cash, and may be revoked for fraud, abuse, duplicate-account creation, or violation of these Terms. Promotional balances are generally consumed before purchased balances. You may not abuse promotional credits or tokens, including free tokens, by creating multiple accounts or engaging in similar fraudulent behavior. Aivana reserves the right to immediately suspend or terminate accounts engaged in such activity.

First Credit Purchase Bonus. A workspace's first successful credit purchase may earn Promotional Tokens. The offer is available once per eligible workspace and depends on the amount of that first purchase: $100.00 to $249.99 earns 5,000,000 Promotional Tokens, and $250.00 or more earns 15,000,000. The tokens are issued when the payment is successfully processed and expire 60 days after they are issued. They are separate from purchased credit and from any other promotional grant, have no cash value, and are not refundable. If Aivana refunds or reverses the qualifying purchase, unused Promotional Tokens issued with it may be revoked.

12.5 Auto-Reload and Payment Authorization

Auto-reload is optional and is off unless you turn it on. It is available only for a workspace that has purchased credit. If you turn it on, you authorize Aivana and its payment processor to charge the payment method you select, without asking you again each time, whenever the purchased-credit balance of that workspace falls below the amount you set (the "trigger"), to buy enough credit to bring the balance back up to the amount you set (the "target"). If the balance is already below the trigger when you turn auto-reload on, a purchase is made right away. Each charge is the amount of credit purchased plus any applicable taxes.

The total of automatic charges in a calendar month (UTC), including taxes, will not exceed the monthly limit you set; if a reload would exceed it, Aivana will not make it. Automatic purchases are not made while promotional tokens remain. Purchased credit bought this way expires and is non-refundable on the same terms as any other purchased credit (Sections 12.3 and 12.6).

You may change the settings, or turn auto-reload off, at any time on the Billing page; turning it off stops new automatic purchases, but a purchase already submitted may still complete. Raising a limit or changing the payment method requires your confirmation again. For an organization, only its owner may authorize auto-reload, and the authorization lapses if that person ceases to be the owner or the account is suspended or closed.

If a payment fails, or your bank or card issuer requires you to authenticate it, Aivana will pause auto-reload and notify you, and will not retry or use another payment method until you resume it. Aivana may also pause or stop auto-reload, for example where it suspects unauthorized use or a security or fraud risk, and will notify you where reasonably practicable; Aivana cannot turn auto-reload on, choose a payment method, or raise a limit for you. You are responsible for keeping a valid payment method and billing address and for reviewing your settings.

12.6 Taxes, Payment Disputes, and Price Changes

Fees are exclusive of applicable taxes unless stated otherwise. You are responsible for taxes associated with your purchases, excluding taxes on Aivana's net income. You must raise a good-faith billing dispute within 60 days after the applicable charge is posted or invoice is issued, unless applicable law requires a longer period. Chargebacks or payment reversals that are fraudulent or inconsistent with these Terms may result in suspension. If a payment is refunded, reversed, or lost in a dispute, Aivana may remove the purchased credit that corresponds to it, and any Promotional Tokens issued with that purchase, to the extent unused.

Aivana may update pricing prospectively. Aivana will provide at least 30 days' advance notice by email, in-product notice, or another reasonable method before a material price increase for paid self-service Services takes effect, except where a shorter period is reasonably necessary because of changes in law, taxes, security, abuse prevention, or material third-party costs. In those circumstances, Aivana will provide notice as soon as reasonably practicable. A pricing change does not reduce the stated dollar amount of purchased credit already in an account, but future usage drawn from that credit is charged at the rates in effect when the usage occurs unless Aivana expressly states otherwise.

14.1 Privacy, DPA, Subprocessors, and International Transfers

Aivana's Privacy Policy at aivana.ai/privacypolicy explains how Aivana handles personal information in connection with the Services. Where Aivana processes personal data on your behalf as a processor or service provider and applicable law requires processor terms, the parties may enter into or incorporate Aivana's then-current Data Processing Addendum ("DPA").

Aivana may use subprocessors to provide the Services. Information about applicable subprocessors may be made available through a DPA, security documentation, or another controlled disclosure process. Disclosure that a company is an approved subprocessor or technology provider does not indicate that it participated in any particular Customer request. Personal data may be processed or transferred across jurisdictions as described in the Privacy Policy or DPA using applicable transfer mechanisms where required.

You are responsible for determining whether the Services are appropriate for the types of data you submit and for configuring your Customer Applications accordingly. Unless Aivana agrees under a written agreement signed by an authorized Aivana officer, do not submit data that requires a specialized contractual or compliance framework that Aivana has not agreed to support, such as protected health information subject to HIPAA, payment-card data that requires Aivana to act as a PCI-regulated storage provider, or other similarly regulated data requiring specific safeguards.

14.2 Operational Records and Retention

Aivana may retain operational and account records reasonably necessary for billing, fraud prevention, security, support, analytics, legal compliance, dispute resolution, and service administration. Depending on the applicable Service and configuration, such records may include request or run identifiers, timestamps, customer-visible token or billable-unit counts, amounts charged, latency, status and error information, feature-use indicators, account events, and acceptance records.

Customer Content retention, deletion, and any zero-retention or shortened-retention commitment are governed by the Privacy Policy and any applicable data-processing terms or service configuration. These Terms do not create a zero-retention or shortened-retention commitment unless Aivana expressly identifies one in a published service configuration or in a written agreement signed by an authorized Aivana officer.

14.3 Security and Incident Response

Aivana uses reasonable administrative, technical, and organizational safeguards designed to protect the Services and Customer Content. No security program can eliminate all risk, and Aivana does not guarantee that unauthorized access or security incidents will never occur. Where Aivana acts as a processor or service provider and an applicable DPA or law requires notification of a confirmed personal-data breach, Aivana will provide notice in accordance with that DPA or law, including without undue delay where required.

17.1 Suspension

Aivana may suspend or limit access immediately if reasonably necessary to address security threats, fraud, abuse, nonpayment, legal or regulatory requirements, suspected violations of these Terms, material risk to Aivana or others, or suspension or termination by a third-party provider required to deliver an affected feature. Where reasonable, Aivana will provide notice and an opportunity to cure.

17.2 Account Closure and Deletion by Customer

You may stop using the Services and request closure or deletion of your account at any time, subject to outstanding payment obligations. A self-service deletion request places the account into a 14-day suspension period before permanent deletion. During that 14-day period, AI Studio access and API keys may be suspended, and you may cancel the deletion request by signing back in and completing Aivana's then-current restoration flow. If restoration is successfully completed within the 14-day period, the account will be restored; for security reasons, Aivana may require credentials or API keys to be reissued or reactivated.

If the account is restored within the 14-day suspension period, remaining promotional balances and purchased credits will be restored subject to their original expiration dates and any amounts that expired or were otherwise lawfully deducted during the suspension period. If the deletion request becomes final after the 14-day period, unused promotional balances expire and unused purchased credits are forfeited and will not be refunded, except where required by applicable law or for exceptions approved by Aivana under Section 12.3. The deletion flow may display the then-current purchased-credit amount that will be affected. Limited records may continue to be retained where permitted or required for legal, security, fraud-prevention, billing, tax, audit, dispute-resolution, or compliance purposes.

17.3 Termination by Aivana

Aivana may terminate these Terms or your access for material breach that is not cured within a reasonable period after notice, immediately for serious abuse, fraud, unlawful conduct, or security risk, or on reasonable advance notice if Aivana discontinues the Services or terminates a self-service offering without Customer breach.

17.4 Effect of Termination and Purchased-Credit Treatment

Upon termination, your right to access the Services ends. Promotional balances may be cancelled upon termination and are not redeemable for cash except where required by law. If Aivana permanently discontinues the applicable paid self-service Service or terminates paid self-service access without Customer breach, Aivana will refund the remaining unexpired purchased-credit balance, subject to applicable law, fraud or chargeback review, and payment-processor limitations. Refunds may take up to 30 days after Aivana confirms the refund amount and eligibility and will generally be returned to the original payment method where reasonably practicable. If termination results from Customer breach, fraud, unlawful conduct, nonpayment, or abuse, purchased-credit treatment remains subject to Section 12 and applicable law.

Provisions that by their nature should survive will survive, including payment obligations, confidentiality, intellectual property, disclaimers, limitations of liability, indemnification, dispute resolution, and general terms.

22.1 Informal Resolution

Before filing a formal claim, each party will give the other written notice describing the dispute and will attempt in good faith to resolve it for at least 30 days, unless immediate equitable relief is reasonably necessary.

22.2 Small Claims and Binding Arbitration

Either party may bring an eligible individual claim in small-claims court. Except for small-claims matters and claims seeking injunctive or equitable relief for misuse of intellectual property, confidentiality, or security, disputes arising out of or relating to these Terms or the Services will be resolved by confidential binding arbitration administered by the American Arbitration Association ("AAA") under its applicable rules. Commercial disputes will use the AAA Commercial Arbitration Rules; where applicable law requires consumer procedures, the AAA Consumer Arbitration Rules will apply. The arbitration will take place in Wilmington, Delaware, remotely, or in another location required by applicable law or agreed by the parties.

22.3 Arbitration Opt-Out for Individual Users

An individual user may opt out of Section 22.2 by sending a written notice to legal@aivana.com within 30 days after first accepting these Terms. The notice must include the individual's name, the email address associated with the Aivana account, and an unambiguous statement that the individual is opting out of arbitration. Opting out of arbitration does not affect the other provisions of these Terms.

22.4 Class and Jury Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL AND AGREES TO BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. THIS WAIVER DOES NOT APPLY WHERE PROHIBITED BY APPLICABLE LAW.

22.5 Governing Law

These Terms are governed by the laws of the State of Delaware, excluding conflict-of-law rules. For disputes not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware, except where mandatory consumer-protection or jurisdiction rules require otherwise.