Master Customer Agreement

1. About this agreementCopy Anchor Link

This Master Customer Agreement (the "Agreement") is between Sieve AI ("Sieve", "we", "us"), an independent research lab based in Hyderabad, India, and the customer who accepts it ("Customer", "you"). TODO: lawyer-check the full registered company name, CIN and registered address.

You accept this Agreement when you tick the box in the console, sign an Order that refers to it, or use the Services.

If you accept for an organisation, you confirm that you have authority to bind it. "You" then means that organisation. If you do not have that authority, do not accept and do not use the Services.

If you and Sieve have already signed a written agreement that covers the Services, that signed agreement applies instead of this one, to the extent they conflict.

2. DefinitionsCopy Anchor Link

• Services: the Sieve console, the Sieve API, the playground and the documentation, and any related hosted features we make available to you.
• Order: a signed order form, quote or statement of work, or a purchase you make in the console, that refers to this Agreement. It sets out what you buy, prices, term and any special terms.
• Credits: prepaid units of value in INR or USD that you buy and spend on the Services.
• Input: the text, JSON, images and other content you or your End Users send to the Services.
• Output: the probabilities, labels, scores and other results the Services return for your Input.
• Telemetry: metadata about your use of the Services, such as request counts, timestamps, latency, model ID, status codes, token counts and API key ID. Telemetry never includes the content of Input or Output.
• Customer Application: a product or workflow you build that calls the API.
• End User: anyone who uses a Customer Application or whose content you send to the Services.
• Open Models: Sieve models whose weights we publish under an open licence.
• Vault: the self-hosted Sieve container that runs in your own environment. Foundry: our programme for building custom models for a customer.

3. Your right to use the ServicesCopy Anchor Link

While this Agreement is in force, and subject to its terms, we grant you a non-exclusive, non-transferable right to:

• use the hosted Services for your internal business purposes;
• integrate the API into Customer Applications and make those Customer Applications available to End Users; and
• let your employees and contractors use the Services on your behalf, provided you remain responsible for them.

4. Open models and model licencesCopy Anchor Link

Sieve releases its models openly. This shapes the Agreement in three ways.

• This Agreement covers the hosted Services only. It governs how you use the console and the API that we run for you.
• Downloaded weights follow their own licences. If you download Open Model weights, datasets or code, the licence published with them governs your use, not this Agreement. Each model card names the licence. Most Sieve models are Apache-2.0. Nothing in this Agreement restricts rights that an open licence gives you, including the right to study, modify, fine-tune or distil those models.
• Base model terms flow down. Some models are built on a third-party base model. Its terms apply to you whether you use the model through the API, through Vault or as downloaded weights. For example, Sieve-31B is built on Gemma, so the Gemma terms of use and Google's Gemma prohibited-use policy apply to your use of it. Check the Licence section of each model card before you use a model.

Outputs are yours (see section 10). We do not restrict you from using Outputs to evaluate, train or improve other models, including your own, as long as you comply with section 5, the Acceptable use policy and any base model terms that apply.

Vault is licensed under a separate offline licence and Order. Foundry work is governed by its own Order. If those documents conflict with this Agreement, they prevail for Vault and Foundry.

5. RestrictionsCopy Anchor Link

You must not, and must not let anyone else:

• resell, sublicense or offer the hosted Services, or access to the API, as a standalone service, except as part of a Customer Application that adds real value of its own or as an Order allows;
• share API keys outside your organisation, or create accounts to get around limits, free credit rules or a suspension;
• probe, scan, overload or attack the Services, or bypass rate limits, billing, authentication or other security measures;
• reverse engineer or try to extract the source code of our hosted infrastructure, console or gateway (this does not restrict anything an open licence allows you to do with Open Models);
• use the Services for anything unlawful, or in breach of the Acceptable use policy or any base model terms; or
• send Input you do not have the right to send.

6. Accounts, API keys and usersCopy Anchor Link

• Give accurate details when you sign up and keep them up to date.
• Keep passwords, passkeys and API keys secret. API keys are shown once.
• You are responsible for everything done with your accounts and API keys, and for which users you give access to.
• If you think an account or key is compromised, revoke the key in the console and tell us at support@sthanika.ai (subject “Security”).

7. Models, updates and deprecationCopy Anchor Link

• We may add, change or remove features. We will give notice before a change that materially reduces the core functionality of the API.
• Each model has a versioned model ID. A versioned ID keeps returning the same model until it is retired. Aliases such as "sieve-latest" move to newer versions, so pin a versioned ID if you need stable behaviour.
• We give notice before we retire a versioned model ID, in the console and in the documentation. The notice period is stated on the model card or in your Order. TODO: lawyer-check a minimum notice period (for example 90 days).
• Retiring a hosted model does not affect your rights under an open licence to weights you have already downloaded.

8. SupportCopy Anchor Link

Write to support@sthanika.ai for help. Self-serve accounts get best-effort support during Indian business hours. Response times, uptime commitments and service credits apply only if an Order sets them out.

9. Your responsibilitiesCopy Anchor Link

• You are responsible for your Input and for how you use Output.
• You must have a lawful basis, and give the notices and get the consents the law requires, before sending personal data to the Services.
• You must give End Users the terms and notices the law requires, and not imply that Sieve endorses your Customer Application.
• Keep a person accountable for decisions that significantly affect people, and follow the limits on each model card.

10. Your dataCopy Anchor Link

• Ownership. As between you and us, you own your Input and your Output. We claim no rights in them.
• How we process Input. We process Input only to provide the Services to you. Input is processed in memory. We do not store it, and we do not log request or response bodies.
• No training. We never use your Input or Output to train or improve models unless you agree in writing, for example under a Foundry Order.
• Exceptions required by law or safety. Automated safety checks may flag some content. Flagged content and any legally required records are handled as set out in Data retention.
• Telemetry. We collect Telemetry and may use it to operate, secure, bill for, support and improve the Services, and to produce aggregated statistics that do not identify you. Telemetry never contains content.
• Personal data. Our Privacy Policy explains how we handle personal data about you and your users. A data processing agreement is available on request (TODO: link to the DPA).
• Foundry data. If you give us training data for Foundry, we store it only to do that work, and only for the period set out in the Order and in Data retention.

11. SuspensionCopy Anchor Link

We may suspend some or all of your access if:

• you breach section 5 or the Acceptable use policy;
• your use threatens the security, integrity or availability of the Services or other customers;
• your Credits run out or an invoice is overdue; or
• the law, a court or a government authority requires it.

Where we reasonably can, we will tell you first and give you a chance to fix the problem. We will restore access once the cause is resolved.

12. Third-party platformsCopy Anchor Link

If you reach the Services through a third-party platform, such as a cloud marketplace, or connect them to third-party tools, those platforms' own terms apply and we are not responsible for them. Marketplace purchases are billed by the marketplace.

13. Fees, Credits and paymentCopy Anchor Link

• Prepaid Credits. Self-serve use is prepaid. You buy Credits in INR or USD in the console. Razorpay and Stripe process payments.
• How Credits are spent. Each request draws down Credits for its input tokens at the model's published price at the time of the request. We do not charge for output tokens on Sieve decision models. If a model has an output price, the pricing page shows it before you use it.
• Price changes. We may change published prices with notice in the console. New prices apply only to later requests.
• Taxes. Prices exclude GST and other taxes, which we add and show on a GST invoice. Export or reverse-charge rules apply to customers outside India where relevant.
• Enterprise Orders. Fees under an Order are invoiced as the Order says. Invoices are due within 30 days of the invoice date unless the Order says otherwise. TODO: lawyer-check interest on late payment.
• Nature of Credits. Credits can only be used for the Services. They are not legal tender, are not a deposit, cannot be transferred to another account or organisation, and cannot be exchanged for cash.
• Expiry. Purchased Credits do not expire while your account is open, unless the Order or the purchase screen says otherwise. Promotional Credits expire as stated when they are given. TODO: lawyer-check whether purchased Credits should have an expiry period.
• Promotional Credits. Free or promotional Credits have the expiry shown when they are granted, cannot be refunded and are used before purchased Credits.
• Refunds. Credits are non-refundable except as required by law or as stated at the time of purchase. Approved refunds go back to the original payment method.
• Consumer law. If you are a consumer, nothing in this section takes away rights you have under the Consumer Protection Act, 2019 or other law that cannot be excluded. TODO: lawyer-check whether self-serve sign-ups can be limited to business users.

14. Warranties and disclaimersCopy Anchor Link

• Each party has the power to enter into this Agreement.
• We will provide the Services with reasonable skill and care, materially as the documentation describes.
• Outputs are probabilities, not facts. They can be wrong, biased or unsuitable for your use. You must evaluate Output before relying on it.
• Otherwise, to the extent the law allows, the Services, Open Models and Outputs are provided "as is" and "as available", and we disclaim all other warranties, including fitness for a particular purpose and uninterrupted or error-free operation.

15. Term and terminationCopy Anchor Link

• This Agreement runs from acceptance until it is ended. Each Order lasts for the term it states.
• You can close your account at any time from the console.
• We can end this Agreement for convenience on 30 days' notice to self-serve customers. Fixed-term Orders run until they end.
• Either party can end this Agreement or an Order if the other materially breaches it and does not fix the breach within 30 days of notice, or at once if the other becomes insolvent.
• On termination, your right to use the hosted Services stops and fees owed remain payable. If we end it for convenience, we refund unused purchased Credits. TODO: lawyer-check refund of unused Credits on other kinds of termination.
• Sections 10, 13 (amounts owed), 14 and 16 to 21 survive termination. Open licences to downloaded weights are not affected.

16. Ownership and feedbackCopy Anchor Link

• We own the Services, including the console, the API, our gateway and our hosted infrastructure, and all intellectual property in them. This Agreement does not transfer ownership of them to you.
• Open Model weights, code and datasets are made available under the licences published with them.
• Custom models or adapters built under Foundry are owned as set out in the Foundry Order.
• If you give us feedback or suggestions, we may use them without obligation to you. Feedback does not include your Input, Output or Confidential Information.

17. Limitation of liabilityCopy Anchor Link

• Cap. Each party's total liability arising out of or relating to this Agreement is limited to the greater of (a) the fees you paid or owe to us under this Agreement in the 12 months before the event giving rise to the claim, and (b) INR 5,000. TODO: lawyer-check the cap.
• Excluded losses. Neither party is liable for indirect, incidental, special or consequential losses, or for loss of profits, revenue, goodwill or data, even if it was told they were possible.
• Exceptions. These limits do not apply to your obligation to pay fees, to breaches of section 5, to a party's indemnity obligations, to breaches of confidentiality, or to liability that cannot be limited by law, such as liability for fraud. TODO: lawyer-check the list of exceptions and whether indemnities need a separate cap.

18. IndemnitiesCopy Anchor Link

• By us. We will defend you against a third-party claim that the hosted Services infringe that party's intellectual property rights, and pay the amounts finally awarded or agreed in settlement. This does not cover claims caused by your Input, your Customer Application, combinations with things we did not supply, Open Models used outside the Services, or use in breach of this Agreement. We may instead modify the Services, get you the right to keep using them, or end the affected Service and refund prepaid fees for it.
• By you. You will defend us against third-party claims arising from your Input, your Customer Application, or your breach of section 5, section 9 or the law, and pay the amounts finally awarded or agreed in settlement.
• Process. The protected party must give prompt notice, control of the defence and reasonable help. No settlement may admit its fault without its consent.

TODO: lawyer-check the scope of both indemnities.

19. ConfidentialityCopy Anchor Link

• "Confidential Information" is non-public information one party shares with the other that is marked confidential or would reasonably be understood to be. Your Input and Output are your Confidential Information.
• The receiving party will use it only for this Agreement, protect it with reasonable care, and share it only with people who need it and are bound by similar duties.
• This does not apply to information that is public through no fault of the receiving party, already known to it, independently developed or lawfully received from someone else.
• A party may disclose Confidential Information when the law requires, after giving notice where allowed.

20. Governing law and disputesCopy Anchor Link

• This Agreement is governed by the laws of India.
• The parties will first try to resolve any dispute by good-faith discussion for 30 days after one party notifies the other.
• If that fails, the dispute will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by mutual agreement or, failing that, as the Act provides. The seat and venue of arbitration is Hyderabad, Telangana. The language is English.
• Either party may ask the courts at Hyderabad, Telangana for interim or urgent relief. Subject to the arbitration clause, those courts have exclusive jurisdiction.
• TODO: lawyer-check whether consumers can be bound to arbitration.

21. GeneralCopy Anchor Link

• Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor in a merger, acquisition or sale of substantially all its assets, with notice.
• Notices. We send notices to the email address on your account or through the console. Send legal notices to support@sthanika.ai and to our registered address (TODO: add the registered address).
• Entire agreement and order of precedence. This Agreement, the Orders, the Acceptable use policy and the documents they refer to are the entire agreement on this subject. If they conflict, an Order prevails, then this Agreement, then the policies.
• Changes. We may update this Agreement. We will show the new version in the console and ask you to accept it before you continue. For customers with a signed Order, changes apply at renewal unless you agree earlier.
• Severability and waiver. If a term is unenforceable, the rest stays in force. Not enforcing a term is not a waiver of it.
• Force majeure. Neither party is liable for failures caused by events beyond its reasonable control, such as natural disasters, war, government action or network failures. This does not excuse payment.
• Subcontractors. We may use subcontractors to deliver the Services and remain responsible for them.
• Independent contractors. This Agreement creates no partnership, agency or employment relationship.
• Export and sanctions. Each party will comply with the export control and sanctions laws that apply to it.
• Publicity. Neither party will use the other's name or logo in marketing without prior written consent.
• No third-party rights. Only the parties can enforce this Agreement.

22. ContactCopy Anchor Link

Contact us at support@sthanika.ai for support, legal questions and notices. For security reports, use the subject “Security”.