These Terms of Service (the Terms) govern access to and use of the Service. They form a binding agreement between Bynn Intelligence, Inc., a company with its registered address to be confirmed before these terms take effect (Bynn, we, us or our), and the organisation that accepts them (the Customer or you).
Important: Military use, safety-critical use and liability
Military Use of the Service is prohibited unless the Customer has signed a Defence Contract Addendum with Bynn, and then only within its terms (Section 4). The Service, including Sessions, provides decision Outputs only and shall not be used as the sole means of controlling any vehicle, aircraft, machine or other system whose failure could lead to death, personal injury or damage (Section 7.6). Section 7, Section 13, Section 14 and Section 15 allocate risk between the parties, disclaim warranties and limit Bynn's liability. Please read them carefully.
Section 1. Definitions and interpretation
#Definitions. In the Agreement, the following capitalised terms have the meanings set out below. Other capitalised terms are defined where they first appear.
- Acceptable Use Policy
- Bynn's Acceptable Use Policy, as updated in accordance with its terms.
- Account
- the account the Customer opens to access the Service, including its workspace in the Console.
- Account Data
- information about the Customer and its Authorised Users that Bynn collects to open, administer, bill and support the Account, such as names, business email addresses, billing details and support correspondence.
- Affiliate
- any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where control means ownership of more than fifty percent (50%) of the voting interests of the entity.
- Agreement
- these Terms together with the Acceptable Use Policy, the Data Processing Addendum, every Order Form and, where signed, the Defence Contract Addendum.
- API
- the DecisionNode application programming interface at api.decisionnode.com and any successor endpoint.
- API Key
- a credential Bynn issues to authenticate requests to the API.
- Applicable Law
- all laws, regulations, binding orders and regulatory requirements that apply to a party or to its activities under the Agreement, including Data Protection Laws, export control and sanctions laws, and laws governing artificial intelligence.
- Consequential Decision
- a decision that produces legal effects concerning a natural person or similarly significantly affects them, including a decision about employment or hiring, credit, housing, insurance, education, public or private benefits, law enforcement or healthcare.
- Console
- the web console at decisionnode.com through which the Customer manages its Account, API Keys, usage and billing.
- Controller
- has the meaning given in the Data Processing Addendum.
- Credits
- the prepaid balance the Customer purchases and that is drawn down as the Customer uses the Service.
- Customer Data
- Input and Output.
- Customer Product
- any product, service, application, agent or workflow that the Customer builds, operates or makes available and that uses the Service.
- Data Processing Addendum
- Bynn's Data Processing Addendum, which applies where Bynn processes Personal Data on the Customer's behalf.
- Data Protection Laws
- has the meaning given in the Data Processing Addendum.
- Defence Contract Addendum
- an addendum in the form Bynn publishes as its Defence Contract Addendum, signed by authorised representatives of Bynn and an eligible Customer, that permits Military Use within its terms.
- Documentation
- Bynn's then-current technical documentation for the Service, published at decisionnode.com/docs, including the usage limits stated there.
- End User
- any person who accesses or uses a Customer Product.
- Feedback
- any suggestion, comment, idea, bug report or other feedback about the Service that the Customer or its Authorised Users provide to Bynn.
- Fees
- the amounts payable for the Service under Section 10.
- Framecoming soon
- an observation that the Customer submits in a Session, such as text, structured data or an image, together with any parameters sent with it. Every Frame is Input. The request that opens a Session and every Frame are each a request for every purpose of the Agreement, the Acceptable Use Policy, the Safety Check and the Fees.
- Input
- any data submitted to the Service by or on behalf of the Customer, its Authorised Users or its End Users, including state, questions, criteria, instructions, images and Frames.
- Military Use
- has the meaning given in Section 4.2.
- Model
- any machine learning model made available through the Service, including DecisionNode-1.0 and DecisionNode-1.0 Flash, and each version of them.
- Open Model
- a Model, or the weights of a Model, that Bynn releases publicly under a separate licence.
- Order Form
- an ordering document or online checkout that the Customer accepts and that states Fees, plans or commitments for the Service.
- Output
- the answers and associated data the Service returns in response to Input, including choices, scores, numbers, probabilities, expected values and confidence values, and the answers returned for each Frame in a Session.
- Personal Data
- has the meaning given in the Data Processing Addendum.
- Personal Data Breach
- has the meaning given in the Data Processing Addendum.
- Pinned Version
- a specific version of a Model that the Customer selects by its dated or numbered identifier, as opposed to an alias that Bynn may point to a newer version.
- Preview Feature
- any feature, Model or endpoint that Bynn designates as alpha, beta, preview, experimental or by a similar label.
- Privacy Policy
- Bynn's Privacy Policy, which describes how Bynn processes Personal Data as a Controller.
- Processor
- has the meaning given in the Data Processing Addendum.
- Qualified Reviewer
- a natural person who has the competence, training, authority and information needed to understand a decision and to change or reverse it.
- Safety Check
- the automated check in the hosted API that assesses every request, returns with each answer the probability that the request seeks to harm others or seeks help to harm oneself, and refuses requests as described in Section 9 of the Acceptable Use Policy and in the Documentation.
- Safety-Critical System
- has the meaning given in Section 7.6.
- Service
- the Models, the API, the Console, the playground, the Documentation and the websites at decisionnode.com, together with all related software, updates and support that Bynn provides, excluding any Open Model used outside the hosted Service.
- Sessioncoming soon
- a persistent connection to the API, where Bynn makes one available, through which the Customer submits the fixed part of its requests, such as instructions, state and questions, once, and then submits a series of Frames, each answered with Output, as described in the Documentation.
- Sub-processor
- has the meaning given in the Data Processing Addendum.
- Usage Data
- technical metadata generated by use of the Service, such as request identifiers, Session identifiers, Frame sequence numbers, timestamps, token counts, latency, model identifiers, error codes and API Key identifiers, which does not include the content of Input or Output.
- Website
- the website at decisionnode.com, including the Console, the playground and the Documentation.
Interpretation. In the Agreement, unless the context requires otherwise:
- (a) the words "including", "include" and "such as" mean including without limitation;
- (b) headings are for convenience only and do not affect interpretation;
- (c) the singular includes the plural and the reverse;
- (d) a reference to a law includes that law as amended, extended or replaced;
- (e) "written" and "in writing" include email and other electronic communications, except that a Defence Contract Addendum, and any consent under Section 8.4, require a document signed, including electronically, by an authorised representative of each party;
- (f) a reference to a Section is to a Section of these Terms unless stated otherwise; and
- (g) the Agreement is drawn up in English, and any translation is for convenience only.
Section 2. Acceptance, eligibility and business use
#Acceptance. The Customer accepts the Agreement by the first of the following to occur: (a) accepting these Terms in the Console or at checkout; (b) signing or accepting an Order Form that refers to them; or (c) accessing or using the API with an API Key, or the Console. Browsing the public pages of the Website does not by itself create the Agreement; that use is described in the Privacy Policy and the Cookies Policy.
Authority. The individual who accepts the Agreement on behalf of the Customer represents and warrants that they are at least eighteen (18) years old and have the authority to bind the Customer. An individual without that authority shall not accept these Terms or use the Service.
Business use only. The Service is offered solely to companies, organisations and other legal entities, and to individuals acting for purposes of their trade, business, craft or profession. It is not offered to consumers. The Customer represents and warrants that it does not enter into the Agreement as a consumer and shall use the Service only for its business purposes. Nothing in the Agreement excludes a right that Applicable Law does not allow to be excluded.
Authorised Users. The Customer shall ensure that every Authorised User is at least eighteen (18) years old and complies with the Agreement. The Customer is responsible for the acts and omissions of its Authorised Users and Affiliates as if they were its own.
Restricted parties. The Customer represents and warrants that it is not located in, organised under the laws of, or owned or controlled by a person in, a country or region subject to comprehensive sanctions, and that it is not a person with whom dealings are prohibited under Section 18.
Section 3. The Service
#Right to use. Subject to the Agreement and to payment of the Fees, Bynn grants the Customer, during the term of the Agreement, a limited, non-exclusive, non-transferable and revocable right to access and use the Service within its usage limits, for the Customer's internal business purposes and to provide Customer Products to End Users. The Customer may not sublicense this right, except that End Users may use the Service through a Customer Product in accordance with the Agreement.
Restrictions. The Customer shall not, and shall not permit any person to:
- (a) use the Service in breach of the Acceptable Use Policy or Applicable Law;
- (b) copy, modify or create derivative works of the Service, except as the Documentation expressly permits;
- (c) reverse engineer, decompile or disassemble the hosted Service, or attempt to derive its source code, model weights, parameters, training data or design, except to the extent Applicable Law expressly permits despite this restriction;
- (d) use the Service or any Output to develop, train or improve a model or service that competes with the Service, including by systematically collecting Outputs to build a dataset;
- (e) sell, resell, rent or lease the Service, offer it to third parties as a standalone service, or make API Keys available to anyone other than its Authorised Users;
- (f) circumvent usage limits, rate limits, the Safety Check or any other access or security control;
- (g) remove or obscure any proprietary notice in the Service or the Documentation; or
- (h) interfere with the integrity or performance of the Service, or test its security without Bynn's prior written permission.
Changes to the Service. Bynn may modify, update or discontinue any part of the Service. Bynn shall (a) give at least twelve (12) months' notice before retiring a Pinned Version, and keep each Pinned Version available for at least twelve (12) months after the release of its successor; and (b) give at least thirty (30) days' notice before removing a generally available feature of the API where the removal materially reduces the functionality of the Service, in each case except where earlier removal is required by Applicable Law, for security reasons or to prevent harm. An alias, such as decisionnode-latest, may be pointed to a newer version without notice.
Preview Features. Preview Features are provided for evaluation, may be changed or withdrawn at any time, and are excluded from every warranty, indemnity and service commitment in the Agreement. The Customer uses Preview Features at its own risk and, to the extent permitted by Applicable Law, Bynn has no liability arising from them.
Support and service levels. Bynn provides support by email and as set out in the Customer's Order Form. No service level or availability commitment applies unless an Order Form expressly states one.
Usage limits. Rate limits and other usage limits are stated in the Documentation and the Console. Bynn may change them where reasonably necessary to protect the Service or its other customers.
Third-party products. Where the Customer connects the Service to a product or service that Bynn does not provide, the relationship is solely between the Customer and that third party, and Bynn is not responsible for it.
Section 4. Military use
#Important: Military use prohibited
4.1Prohibition. The Customer shall not use the Service, and shall not permit any person to use the Service, including through a Customer Product, for Military Use, unless the Customer has signed a Defence Contract Addendum with Bynn, and then only within its terms. This prohibition applies whoever the Customer is, including governments, government agencies and their contractors.
Military Use means any use for military purposes, including:
- (a) weapons and weapon systems;
- (b) selecting, ranking or engaging targets;
- (c) planning, commanding or conducting military operations;
- (d) military intelligence, surveillance and reconnaissance; and
- (e) any use by or for armed forces, defence ministries or military intelligence services in support of any of the foregoing.
Uses that are not Military Use. Use by civilian emergency services, humanitarian organisations and civilian police is not Military Use by reason of the user's identity alone. Such use is governed by the Acceptable Use Policy, including its rules on decisions about people and surveillance.
Enquiries. Where the Customer is unsure whether an intended use is Military Use, it shall ask Bynn at legal@bynn.com before beginning that use, and shall not begin it until Bynn has confirmed in writing that the use is not Military Use.
Enforcement. Bynn may require the Customer to describe its intended or actual use of the Service in writing and to provide reasonable supporting information. If Bynn reasonably believes that the Service is being used for Military Use without a Defence Contract Addendum, Bynn may suspend access immediately and without prior notice, and may terminate the Agreement with immediate effect by notice, in each case without liability to the Customer.
Use under a Defence Contract Addendum. Military Use is permitted only within a signed Defence Contract Addendum, which sets out who qualifies, what remains prohibited in every case, and the human judgment, testing, logging and audit it requires. Export control and sanctions laws apply in addition (Section 18).
Open Models. The licence of every Open Model carries a prohibition on Military Use equivalent to this Section 4.
Section 5. Accounts and API Keys
#Account information. The Customer shall provide accurate and complete Account information and keep it current.
Key security. The Customer shall keep its API Keys confidential and shall not embed them in publicly accessible code or in client applications distributed to third parties. The Customer is responsible for all activity under its Account and API Keys, including all Fees incurred, whether or not the Customer authorised that activity, except to the extent caused by Bynn's breach of the Agreement.
Exposure. The Customer shall notify Bynn at security@bynn.com without delay on becoming aware of any actual or suspected unauthorised access to its Account or exposure of an API Key.
Rotation and blocking. Bynn may rotate, disable or block any API Key that it reasonably believes to be exposed, compromised or used in breach of the Agreement, with notice to the Customer where practicable.
Section 6. Customer responsibilities
#Lawful use. The Customer shall use the Service only in accordance with the Agreement, the Documentation and Applicable Law.
Rights in Input. The Customer represents and warrants that it has, and will maintain, every right, licence, consent, notice and lawful basis required to submit Input, including any Personal Data, and for Bynn to process Input as the Agreement contemplates, and that neither the Input nor its processing under the Agreement will infringe or violate the rights of any person or Applicable Law.
Decisions about people. Where the Customer uses the Service in connection with a Consequential Decision, the Customer shall:
- (a) ensure that a Qualified Reviewer reviews each Consequential Decision before it takes effect, as Section 3.1 of the Acceptable Use Policy requires;
- (b) give affected persons every notice that Applicable Law requires, including notice of automated decision-making, and honour their rights to obtain human intervention, to express their point of view and to contest the decision;
- (c) meet the obligations that apply to its use under Regulation (EU) 2024/1689 (the EU Artificial Intelligence Act) and similar laws, including those that apply to deployers of high-risk systems; and
- (d) comply with the anti-discrimination, employment, consumer credit, housing, insurance and other laws that apply to the decision.
Compliance in the Customer's use case. The Customer is solely responsible for determining whether the Service is suitable for its use case and for complying with every law that applies to its use case, its Customer Products and its End Users, including laws on artificial intelligence, anti-discrimination, consumer protection and automated decision-making. Bynn does not provide legal advice. Nothing Bynn provides, including the Documentation, examples and benchmark results, is legal advice or a determination that any use complies with the law.
Customer Products and End Users. The Customer is responsible for its Customer Products, for every use of the Service made through them, and for the terms and privacy notices it provides to its End Users. The Customer shall ensure that End Users comply with the Acceptable Use Policy and shall not make any representation, warranty or commitment on behalf of Bynn.
Disclosure of automation. The Customer shall not present an Output, or a decision made with an Output, as the decision of a natural person where Applicable Law or the circumstances require disclosure that the decision was automated.
Section 7. Outputs
#Important: Outputs are estimates
7.1Nature of Outputs. Outputs are probabilistic estimates generated by statistical Models. An Output may be inaccurate, incomplete, biased or unsuitable for the Customer's purpose, including where its probability or confidence value is high. Probability and confidence values describe the Model's estimate and are not a guarantee that an Output is correct. The same request to the same Pinned Version returns the same Output; that consistency is not evidence of correctness.
The Customer's sole responsibility. The Customer decides whether and how to rely on or act on an Output, including the thresholds it sets and the actions its software takes automatically. The Customer is solely responsible for every decision made, and every action taken or omitted, by the Customer, its Customer Products or its End Users on the basis of an Output, and for evaluating Outputs for accuracy and suitability before use, including through testing, monitoring and, where Section 6.3 or Applicable Law requires, review by a Qualified Reviewer.
No professional advice. Outputs are not legal, medical, financial, tax or other professional advice.
Similar Outputs. Other customers may submit similar Input and receive the same or similar Outputs. The Customer's rights in its Output do not extend to Outputs generated for others.
The Safety Check. The Safety Check assesses every request and returns its probabilities with each answer. By default it refuses only a request that very likely seeks help to harm oneself, and the Customer may set stricter thresholds and actions for its own API Keys, as described in Section 9 of the Acceptable Use Policy and in the Documentation. A refused request returns a documented error instead of Output. The Safety Check is a risk-reduction measure only: a refusal is not a breach of the Agreement, the absence of a flag or a refusal does not mean that a use is permitted, and the Customer remains solely responsible for its use of the Service.
Important: Safety-critical use
7.6Safety-critical use. The Service, including Sessions, provides decision Outputs only. It is not designed, tested or certified for use as the sole means of controlling, or as a safety function of, any vehicle, aircraft, unmanned aircraft, vessel, machine, robot or other system whose failure, malfunction, delay or incorrect operation could lead to death, personal injury, or damage to property or the environment (a Safety-Critical System). Where the Customer uses the Service, or any Output, in connection with a Safety-Critical System, the Customer shall:
- (a) keep control of the Safety-Critical System in a controller that is designed, tested and, where required, certified for that purpose, and use Outputs only as one input to that controller and never as the sole means of control;
- (b) maintain independent safety controls, limits and fallback behaviour that bring and keep the Safety-Critical System in a safe state without any Output, including when an Output is delayed, dropped, unavailable or wrong;
- (c) test and validate the Safety-Critical System together with the Service in the conditions of its intended use, before operational use and after every change of Model, Pinned Version, Session settings or Customer Product;
- (d) obtain every certification, authorisation, registration, approval and insurance, and comply with every law, that applies to the Safety-Critical System and its operation, including aviation and unmanned aircraft rules and product safety, machinery, road traffic and maritime laws; and
- (e) ensure that no End User or other person is led to believe that the Service controls the Safety-Critical System or is responsible for its safety.
Section 4 and the Acceptable Use Policy apply in addition. No Safety-Critical System, Session or Output may be used for Military Use except under a signed Defence Contract Addendum.
Delivery of Outputs in a Session. coming soonOutputs in a Session may be delayed; may not be returned for a Frame that a later Frame supersedes under the latest-wins rule described in the Documentation; and may be unavailable, including when a Session reaches its time limit, when its connection closes or is interrupted, when a Frame exceeds the published limits, when the Safety Check refuses a Frame, or when the Service is suspended. A Session may end at any time, and the Customer shall design its systems to continue safely without it. Any latency, frame rate or throughput figure that Bynn publishes is an estimate and not a commitment, unless an Order Form expressly states it as a service level.
Important: Safety-critical use
7.8No warranty, and the Customer's indemnity, for safety-critical use. To the maximum extent permitted by Applicable Law, and without limiting Section 13 and Section 15, Bynn gives no warranty, condition or representation that the Service, any Session or any Output is suitable, safe, timely, available or reliable for use in connection with a Safety-Critical System, and every such use is at the Customer's sole risk. The Customer shall defend, indemnify and hold harmless the Bynn Indemnitees (as defined in Section 14.1) from and against every claim, demand, suit or proceeding brought by a third party or a governmental authority, and every resulting loss, damage, liability, fine, penalty, settlement, cost and expense, including reasonable legal fees, arising out of or relating to any use of the Service, any Session or any Output in connection with a Safety-Critical System, or to the Customer's breach of Section 7.6. That obligation forms part of the Customer's obligations under Section 14.1 and, under Section 14.6, is not subject to the exclusions or the cap in Section 15.
Section 8. Customer Data
#Ownership. As between the parties, the Customer retains all right, title and interest in its Input. Subject to the Customer's compliance with the Agreement, Bynn assigns to the Customer any right, title and interest that Bynn may have in the Output generated for the Customer.
Licence to Bynn. The Customer grants Bynn and its Sub-processors a worldwide, non-exclusive, royalty-free licence to host, copy, transmit and otherwise process Customer Data solely to provide, secure and support the Service, to prevent abuse and enforce the Agreement, and to comply with Applicable Law.
Use limitation. Bynn shall process Customer Data only as described in Section 8.2, the Data Processing Addendum and the Privacy Policy.
No model training. Bynn shall not use Customer Data to train, retrain or fine-tune any Model unless the Customer has agreed in writing, signed in accordance with Section 1.2(e), and then only within the scope of that consent.
Retention. Bynn retains Input and Output for thirty (30) days to be confirmed after each request and then deletes them, unless (a) the Customer has selected zero retention where Bynn offers it, in which case Bynn does not store them after returning the Output; (b) Applicable Law requires a longer period; or (c) Bynn needs them to investigate a suspected breach of the Acceptable Use Policy or Section 4, in which case Bynn keeps only what the investigation requires, for as long as it requires. Safety records are kept as described in the Privacy Policy.
Personal Data. To the extent Customer Data contains Personal Data, the Data Processing Addendum applies. The Customer is the Controller of that Personal Data and Bynn processes it as the Customer's Processor.
Usage Data and aggregated data. Bynn may collect and use Usage Data to provide, operate, secure, bill, maintain, analyse and improve the Service. To the extent Usage Data is Personal Data, Bynn processes it only for the purposes and on the legal bases described in the Privacy Policy. Bynn may also aggregate or de-identify Usage Data and other data derived from use of the Service so that it does not identify the Customer or any natural person and does not reveal the content of Input or Output, and may use the resulting aggregated or de-identified data for any lawful purpose, during and after the term of the Agreement. As between the parties, Bynn owns that aggregated or de-identified data.
Security. Bynn shall maintain reasonable and appropriate technical and organisational measures designed to protect Customer Data, as described in the Data Processing Addendum. The Customer is responsible for the security of its own systems, its API Keys and its configuration of the Service.
Legal requests. Bynn may disclose Customer Data where Applicable Law, a court or a governmental authority requires it. Where legally permitted, Bynn shall notify the Customer of the request before disclosure.
Customer copies. The Service is not a storage service. The Customer is responsible for keeping its own copies of Input and Output that it needs.
Sessions. coming soonDuring a Session, Bynn holds the Session's instructions, state, questions and most recent Frames, as the Customer configures them, for the life of the Session and solely to answer later Frames in it, including where the Customer has selected zero retention. When the Session ends, Bynn ceases to hold them for that purpose, and its Frames and their Outputs are retained and deleted as Input and Output under Section 8.5.
Section 9. Intellectual property and feedback
#Bynn's property. Bynn and its licensors own all right, title and interest, including all intellectual property rights, in the Service, the Models and their weights, the Documentation, Usage Data and all improvements and derivatives of any of them. The Agreement transfers no ownership to the Customer, and all rights not expressly granted are reserved.
Feedback. The Customer grants Bynn a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable and sublicensable licence to use and exploit Feedback for any purpose, without obligation to the Customer. Feedback is provided as is, and Bynn is not obliged to use it.
Names and marks. The Customer may state accurately that a Customer Product uses DecisionNode. Any other use of the names, logos or marks of Bynn or DecisionNode requires Bynn's prior written consent.
Section 10. Fees, payment and taxes
#Fees. Fees are as stated on Bynn's pricing page or in the Customer's Order Form, and are charged per input token as metered by Bynn. Bynn's usage records are conclusive in the absence of manifest error.
Credits. The Customer purchases Credits in advance, and Fees are deducted from them as the Service is used. Bynn may suspend API access while the Customer's balance is insufficient. Where the Customer enables automatic reload, it authorises Bynn and its payment processor to charge its payment method on the terms shown in the Console. Credits are non-refundable and non-transferable and have no cash value, except as Applicable Law requires or the Agreement expressly provides.
Invoices and late payment. Where an Order Form provides for invoicing, invoices are payable within the period stated in the Order Form or, if none is stated, within thirty (30) days of the invoice date. Overdue amounts bear interest at one percent (1%) per month, or the maximum rate permitted by Applicable Law if lower, to be confirmed from the due date until paid. The Customer shall reimburse Bynn's reasonable costs of collecting overdue amounts.
Refused requests. Requests refused by the Safety Check are not charged to be confirmed.
Taxes. Fees exclude all sales, use, value added, goods and services, withholding and similar taxes, duties and levies, which the Customer shall pay, except taxes on Bynn's net income. Where the law requires the Customer to withhold tax, the Customer shall pay such additional amount as ensures that Bynn receives the full Fees it would have received without the withholding.
Price changes. Bynn may change the Fees by giving at least thirty (30) days' notice. A change applies to usage from its effective date.
Disputed charges. The Customer shall notify Bynn in writing of any good-faith dispute about a charge within sixty (60) days of the charge, failing which the charge is deemed accepted.
Section 11. Suspension
#Grounds. Bynn may suspend all or part of the Customer's access to the Service immediately, with or without prior notice, if:
- (a) the Customer breaches the Acceptable Use Policy or Section 4;
- (b) the Customer's use poses a security risk to, or threatens the stability, availability or integrity of, the Service or any other customer;
- (c) Applicable Law or a governmental authority requires it;
- (d) Fees are overdue or the Customer's Credits are insufficient; or
- (e) Bynn reasonably suspects fraud or unauthorised access to the Account.
Notice and restoration. Where legally permitted and practicable, Bynn shall tell the Customer the reason for a suspension and shall restore access promptly once the cause has been resolved. A suspension does not relieve the Customer of its payment obligations, and Bynn has no liability for a suspension made in accordance with this Section 11.
Section 12. Confidentiality
#Confidential Information means non-public information that one party (the Discloser) discloses to the other (the Recipient) and that is marked as confidential or would reasonably be understood to be confidential. Bynn's Confidential Information includes the non-public aspects of the Service and the Models, the terms of Order Forms and Bynn's security information. The Customer's Confidential Information includes its Customer Data. Confidential Information does not include information that the Recipient can show (a) is or becomes public through no breach of the Agreement; (b) was known to it without restriction before disclosure; (c) was independently developed without use of the Discloser's information; or (d) was received from a third party without a duty of confidentiality.
Obligations. The Recipient shall use the Discloser's Confidential Information only to perform its obligations and exercise its rights under the Agreement, shall disclose it only to its and its Affiliates' employees, contractors, professional advisers and Sub-processors who need to know it and are bound by obligations at least as protective as this Section 12, and shall protect it with at least reasonable care.
Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by Applicable Law, giving the Discloser prompt notice where legally permitted and reasonable assistance, at the Discloser's cost, to seek protective treatment.
Duration and remedies. These obligations continue for five (5) years after the end of the Agreement, and for trade secrets and Customer Data for as long as they remain such or are retained. A breach of this Section 12 may cause irreparable harm, for which the Discloser may seek injunctive relief in addition to any other remedy.
Section 13. Warranties and disclaimers
#Mutual warranty. Each party warrants that it has full power and authority to enter into and perform the Agreement.
Limited warranty. Bynn warrants that the Service, excluding Preview Features and any use without charge, will perform materially in accordance with the Documentation. The Customer shall notify Bynn in writing of any breach of this warranty within thirty (30) days of first becoming aware of it. As the Customer's sole and exclusive remedy and Bynn's entire liability for such a breach, Bynn shall use commercially reasonable efforts to correct the non-conformity and, if it cannot do so within a reasonable period, either party may terminate the affected part of the Service and Bynn shall refund the unused Credits attributable to it.
Important: Disclaimer of warranties
13.3Disclaimer. Except as expressly stated in Section 13.2, and to the maximum extent permitted by Applicable Law, the Service, the Models, Outputs, the Documentation, Preview Features and Open Models are provided "as is" and "as available". Bynn, its Affiliates, licensors and suppliers disclaim all warranties, conditions and representations, whether express, implied or statutory, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, accuracy and quiet enjoyment, and any warranty arising from a course of dealing or usage of trade.
Important: Disclaimer of warranties
13.4No guarantee of results. No Model is correct in every case. Without limiting Section 13.3, Bynn does not warrant that:
- (a) the Service will be uninterrupted, timely, secure or free of errors;
- (b) any Output will be accurate, complete, fair, unbiased or fit for any decision;
- (c) the Safety Check will detect or prevent every misuse, or will never refuse a legitimate request;
- (d) any error will be corrected, or the Service will meet the Customer's requirements or achieve any particular result; or
- (e) benchmark results, latency figures or other performance statements published by Bynn will be reproduced in the Customer's use.
Non-excludable terms. Where Applicable Law implies a warranty or condition that cannot be excluded, it applies only to the minimum extent the law requires and, where the law permits, Bynn's liability for its breach is limited, at Bynn's option, to supplying the Service again or paying the cost of having it supplied again.
Section 14. Indemnification
#By the Customer. The Customer shall defend, indemnify and hold harmless Bynn, its Affiliates and their respective officers, directors, employees, agents, successors and assigns (the Bynn Indemnitees) from and against every claim, demand, suit or proceeding brought by a third party or a governmental authority, and every resulting loss, damage, liability, fine, penalty, settlement, cost and expense, including reasonable legal fees, arising out of or relating to:
- (a) Customer Data, including any claim that Input or its processing under the Agreement infringes or violates any right or law;
- (b) any Customer Product, including its design, operation, marketing and terms;
- (c) the use of the Service by the Customer's Authorised Users and End Users;
- (d) any decision made, or action taken or omitted, by the Customer, its Customer Products or its End Users in reliance on or with the use of any Output;
- (e) any breach of the Acceptable Use Policy or Section 4, including any Military Use without a Defence Contract Addendum;
- (f) the Customer's breach of Section 6 or of Applicable Law; or
- (g) the Customer's fraud, gross negligence or wilful misconduct.
By Bynn. Subject to Section 14.3 to Section 14.5 and Section 15, where the Customer holds a paid Account in good standing, meaning that it has purchased Credits or is party to an Order Form with Fees and is not in breach of the Agreement, Bynn shall defend the Customer against any third-party claim alleging that the Service, as provided by Bynn and used in accordance with the Agreement and the Documentation, infringes that third party's patent, copyright or trademark or misappropriates its trade secret (an IP Claim), and shall pay the damages and costs finally awarded against the Customer by a court of competent jurisdiction, or agreed by Bynn in settlement, in respect of the IP Claim.
Exclusions. Bynn has no obligation under Section 14.2 for any IP Claim to the extent it arises from:
- (a) Customer Data, including Input and the Output generated from it;
- (b) the combination of the Service with any product, service, data, software or process that Bynn did not provide, where the claim would not have arisen but for the combination;
- (c) any modification of the Service by anyone other than Bynn;
- (d) use of the Service other than in accordance with the Agreement or the Documentation, or any breach of the Acceptable Use Policy or Section 4;
- (e) continued use after Bynn has told the Customer to stop or has offered a modification or replacement under Section 14.4;
- (f) Preview Features, Open Models or any use without charge; or
- (g) a Customer Product, or the Customer's specifications or instructions.
Bynn's options. If the Service becomes, or in Bynn's opinion is likely to become, the subject of an IP Claim, Bynn may at its option and expense (a) procure for the Customer the right to continue using it; (b) modify or replace it so that it is no longer infringing while providing materially equivalent functionality; or (c) where neither is commercially reasonable, terminate the affected part of the Service and refund the unused Credits attributable to it. This Section 14 states Bynn's entire liability, and the Customer's sole and exclusive remedy, for any IP Claim, and Bynn's obligations under it are subject to the limitations in Section 15.
Procedure. The party seeking indemnity shall (a) notify the indemnifying party in writing promptly, provided that a delay relieves the indemnifying party only to the extent it is prejudiced; (b) give the indemnifying party sole control of the defence and settlement, except that a settlement imposing any non-monetary obligation or admission on the indemnified party requires its consent, not to be unreasonably withheld; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may take part with its own counsel at its own expense.
No limitation of the Customer's indemnity. The Customer's obligations under Section 14.1 are not subject to the exclusions or the cap in Section 15.
Section 15. Limitation of liability
#Important: Limitation of liability
15.1Excluded losses. To the maximum extent permitted by Applicable Law, in no event shall Bynn, its Affiliates, licensors or suppliers be liable, under or in connection with the Agreement or the Service, whether in contract, tort (including negligence), strict liability, breach of statutory duty or otherwise, for any:
- (a) indirect, incidental, special, consequential, exemplary or punitive damages;
- (b) loss of profits, revenue, business, anticipated savings or goodwill;
- (c) loss or corruption of data, or cost of substitute goods or services; or
- (d) loss arising from any decision made, or action taken or omitted, on the basis of an Output,
even if advised of the possibility of such loss and even if a limited remedy fails of its essential purpose.
Important: Limitation of liability
15.2Aggregate cap. To the maximum extent permitted by Applicable Law, the total aggregate liability of Bynn, its Affiliates, licensors and suppliers arising out of or relating to the Agreement and the Service, for all claims combined, shall not exceed the greater of (a) the Fees paid by the Customer to Bynn for the Service in the twelve (12) months immediately before the event giving rise to the claim, and (b) one hundred United States dollars (USD 100).
Liability that cannot be limited. Nothing in the Agreement excludes or limits any liability that cannot be excluded or limited under Applicable Law, which may include liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, and, in some jurisdictions, for gross negligence or wilful misconduct. Any such liability is limited only to the minimum extent the law requires.
The Customer's liability. Nothing in this Section 15 limits or excludes any liability of the Customer, including its obligation to pay Fees, its obligations under Section 14.1, and its liability for breach of Section 3.2, Section 4, Section 6, the Acceptable Use Policy or the Data Processing Addendum, or for infringement or misappropriation of Bynn's intellectual property.
Basis of the bargain. The parties agree that the Fees reflect the allocation of risk in this Section 15 and in Section 7, Section 13 and Section 14, which form an essential basis of the Agreement.
Time limit for claims. To the extent permitted by Applicable Law, any claim against Bynn arising out of or relating to the Agreement must be brought within one (1) year after the cause of action arose.
Section 16. Term and termination
#Term. The Agreement begins on acceptance under Section 2.1 and continues until terminated in accordance with this Section 16.
By the Customer. The Customer may stop using the Service at any time and may terminate the Agreement by closing its Account in the Console or by notice to Bynn. Unused Credits are not refunded on termination by the Customer, except as Applicable Law requires.
By Bynn for convenience. Bynn may terminate the Agreement for any reason by giving at least thirty (30) days' notice, in which case Bynn shall refund the Customer's unused Credits.
For breach. Either party may terminate the Agreement by notice if the other party materially breaches it and fails to cure the breach within thirty (30) days after receiving notice of it.
Immediate termination by Bynn. Bynn may terminate the Agreement with immediate effect by notice if (a) Section 4.5 applies; (b) the Customer materially or repeatedly breaches the Acceptable Use Policy; (c) the Customer becomes insolvent, enters bankruptcy, administration, liquidation or any similar process, or ceases to carry on business; or (d) Applicable Law requires it or the Customer becomes a person described in Section 18.2(b).
Effect of termination. On termination, every right and licence granted to the Customer ends and the Customer shall stop using the Service. For thirty (30) days after termination the Customer may export the Customer Data that Bynn still holds under Section 8.5, after which Bynn deletes it, except where Applicable Law requires otherwise. All unpaid Fees become due immediately. No refund is due except as Section 13.2, Section 14.4, Section 16.3 and Section 17.3 or the Data Processing Addendum expressly provide.
Survival. Section 1, Section 6.2, Section 7, Section 8.7, Section 9, Section 10 (as to amounts accrued), 12, 13.3 to 13.5, 14, 15, 16.6, 16.7, 18, 19 and 20, and every other provision that by its nature is intended to survive, survive termination.
Section 17. Changes to the Agreement
#Notice of material changes. Bynn may update these Terms and the documents they incorporate. Bynn shall give at least thirty (30) days' notice of a material change before it takes effect, by email to the Account contact or by notice in the Console, and shall publish the updated document with its new date.
Changes required by law. A change required by Applicable Law may take effect on the date the law requires, with notice as soon as practicable.
Right to reject. If the Customer does not accept a material change, it may terminate the Agreement by notice before the change takes effect, in which case Bynn shall refund its unused Credits. Continued use of the Service after a change takes effect constitutes acceptance of it.
Signed documents. An Order Form or a Defence Contract Addendum may be amended only by a document signed by both parties.
Section 18. Export control, sanctions and anti-corruption
#Compliance. Each party shall comply with the export control and economic sanctions laws that apply to it, including those of the United States, the European Union, the United Kingdom and the United Nations.
Prohibited destinations, persons and end uses. The Customer shall not access, use, export, re-export or transfer the Service or any Output, or make them available:
- (a) in or to any country or region subject to comprehensive sanctions or embargo;
- (b) to or for any person named on a restricted party list maintained by any of the authorities in Section 18.1, or owned fifty percent (50%) or more by such persons; or
- (c) for any end use prohibited by export control law, including the development of weapons of mass destruction, or any military end use without the required authorisation and a Defence Contract Addendum.
Representation. The Customer represents and warrants that neither it nor its owners, Affiliates or Authorised Users is a person described in Section 18.2(b), and shall notify Bynn immediately if that changes.
Anti-corruption. Each party shall comply with applicable anti-bribery and anti-corruption laws, including the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act 2010, and has not offered, given or received any bribe or improper payment in connection with the Agreement.
Breach. A breach of this Section 18 is a material breach, for which Bynn may suspend or terminate the Agreement immediately.
Section 19. Governing law and disputes
#Governing law. The Agreement, and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, is governed by the law of the jurisdiction to be confirmed before these terms take effect, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Venue. Subject to Section 19.3 to Section 19.5, the courts of the venue to be confirmed before these terms take effect have exclusive jurisdiction over any such dispute or claim.
Arbitration and class actions. Whether any dispute shall be resolved by binding arbitration, and whether claims may be brought only on an individual basis and not as a class, collective or representative action, is to be confirmed before these terms take effect.
Mandatory local rights. Where the law that applies to the Customer gives it a mandatory right to bring proceedings in its own courts or to rely on its own law, nothing in this Section 19 deprives it of that right.
Injunctive relief. Bynn may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information, or to prevent a breach of the Acceptable Use Policy or Section 4.
Informal resolution. Before starting formal proceedings, other than under Section 19.5, a party shall give the other written notice of the dispute, in the Customer's case to legal@bynn.com, and the parties shall try in good faith to resolve it within thirty (30) days.
Section 20. General
#Notices. Bynn may give notices by email to the Account contact, by notice in the Console or, for changes that affect all customers, by publication on its website. The Customer shall give notices to legal@bynn.com, and security notices to security@bynn.com. An email notice is deemed received on the business day after it is sent. The Customer consents to receiving communications electronically, which satisfy any requirement that a communication be in writing.
Assignment. The Customer may not assign or transfer the Agreement, or any right or obligation under it, without Bynn's prior written consent. Bynn may assign or transfer the Agreement without the Customer's consent, including to an Affiliate or in connection with a merger, acquisition, reorganisation or sale of all or part of its business or assets. Any purported assignment in breach of this Section 20.2 is void. The Agreement binds the parties' permitted successors and assigns.
Force majeure. Neither party is liable for any failure or delay in performance, other than payment obligations, caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, acts of government, labour disputes, failures of the internet, utilities or third-party infrastructure, and cyberattacks not caused by that party's failure to maintain reasonable security.
Severability. If any provision of the Agreement is held invalid or unenforceable, it shall be enforced to the maximum extent permissible and modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force.
Waiver. No waiver is effective unless in writing, and a failure or delay in exercising any right is not a waiver of it.
Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and supersedes all prior agreements, proposals and representations about it. Neither party relies on any statement not set out in the Agreement, except in the case of fraud. Terms in any purchase order or other Customer document do not apply, even if Bynn accepts the document.
Order of precedence. In the event of conflict, the following order applies: (a) a signed Defence Contract Addendum, as to Military Use; (b) the Data Processing Addendum, as to the processing of Personal Data; (c) an Order Form, as to the commercial terms it expressly changes; (d) these Terms; (e) the Acceptable Use Policy; and (f) the Documentation. No Order Form may permit a use that the Acceptable Use Policy or Section 4 prohibits, other than a Defence Contract Addendum to the extent it expressly does so.
No third-party beneficiaries. The Agreement confers no rights on any third party, except that the Bynn Indemnitees may enforce Section 14.1.
Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship.
Government end users. The Service is commercial computer software and commercial computer software documentation, as those terms are used in the United States Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement, and is provided to government end users only with the rights set out in the Agreement.
Counterparts and electronic signature. Any document under the Agreement may be signed in counterparts and by electronic signature, each of which is an original.
Section 21. Contact
#Notices and questions under the Agreement shall be sent to the address below for their subject. Postal address: Bynn Intelligence, Inc., registered address to be confirmed before these terms take effect.
- Questions about these Terms
- legal@bynn.com
- Reports of misuse
- abuse@bynn.com
- Security issues
- security@bynn.com
- Privacy requests
- privacy@bynn.com
Points awaiting review
Open points for counsel and the owner, to be settled before this document takes effect. This list is removed when the document is published.
For counsel
- The state of incorporation and registered address of Bynn Intelligence, Inc., and whether customers in the EU and the UK contract with a local entity.
- Governing law and venue; arbitration and any class action waiver for US customers, given the limits EU and UK law place on them.
- The cap and exclusions in Section 15, and the enforceability of the uncapped Customer indemnity in Section 14.1 in each target market.
- Bynn's roles under the EU Artificial Intelligence Act (provider of a general-purpose model, provider of a high-risk system, or neither) and the duties that follow.
- The export control classification of the Models.
- The licence for Open Models, and how Section 4 and the Acceptable Use Policy carry into it.
- The enforceability of the business-only and minimum-age terms in Section 2, and of the change mechanism in Section 17.
- Section 2.1(c) narrowed: the Agreement is accepted by using the API with an API Key or by using the Console, and browsing the public Website no longer creates it (the draft made any access to the Service, which includes the Website, an acceptance). Whether conduct-based acceptance under Section 2.1(c) is enforceable in each market without a click-through step.
- Section 8.7 narrowed: use for any lawful purpose, and Bynn's ownership, now cover only aggregated or de-identified data; Usage Data that is Personal Data (such as the IP address of a request) is processed only for the purposes and on the legal bases in the Privacy Policy (the draft claimed ownership of all Usage Data).
- Section 7.6 to Section 7.8 (new): the safety-critical use clause, written because Sessions are offered for drones, vehicles and simulators. Whether the exclusion of use as the sole means of control, the Customer's duties to keep the controller, independent safety controls and fallbacks and to comply with aviation, unmanned aircraft and product-safety law, the disclaimer and the uncapped indemnity are enforceable in each market, including under Directive (EU) 2024/2853 on liability for defective products, and whether machinery, product-safety or unmanned aircraft rules could treat Bynn as the supplier of a safety component.
- Section 7.7 (new): Outputs in a Session may be delayed, dropped under the latest-wins rule or unavailable, a Session may end at any time, and published latency, frame rate or throughput figures are estimates, not commitments, unless an Order Form states a service level.
- Definitions of Session, Frame and Safety-Critical System (new); Frames added to Input, numbers and expected values (number questions) added to Output, and Session identifiers and Frame sequence numbers added to Usage Data, so that Frames are Input wherever the documents treat Input (retention, processing, the Data Processing Addendum and the Privacy Policy) and each Frame is a request for the Safety Check and the Fees.
- Section 8.11 (new): Bynn holds a Session's instructions, state, questions and recent Frames for the life of the Session, including where zero retention is selected, and Section 8.5 applies once the Session ends.
- The preamble's conspicuous notice now names safety-critical use with Section 7.6.
- Whether the presentation of Section 13 and Section 15 (a labelled panel, medium weight on screen, bold with a ruled frame in print) is conspicuous enough for disclaimers of merchantability and limits of liability under UCC 2-316 and the consumer and business laws of each market, or whether capitals are needed.
For the owner
- Whether requests refused by the Safety Check are charged (drafted as not charged).
- Late payment interest (1% a month drafted), the invoice term (30 days drafted) and the window to dispute a charge (60 days drafted).
- Request retention (30 days drafted) and the plans on which zero retention is offered.
- Bynn's right to terminate for convenience on 30 days' notice with a refund of unused Credits (added in this draft).
- Notice of feature removal in Section 3.3(b) narrowed to generally available API features whose removal materially reduces the functionality of the Service, with carve-outs for law, security and harm (the draft covered every feature the Customer depends on).
- Whether Sessions, announced as coming, are released first as Preview Features under Section 3.4.
- Section 11.2: notice of the reason for a suspension, and restoration of access once the cause is remedied, narrowed to where legally permitted and practicable (the draft promised both in every case).
Values still open in this document
- The registered address of Bynn Intelligence, Inc.
- The date on which these documents take effect
- The governing law of the Agreement
- The courts with jurisdiction over disputes
- Whether disputes go to binding arbitration, and whether claims may only be brought individually (class action waiver)
- How long Input and Output are kept before deletion (30 days proposed)
- Late payment interest (1% a month proposed)
- Whether requests refused by the Safety Check are charged (not charged proposed)