Commercial Terms of Service changed Anthropic, May 1, 2024

1. +Added: These Commercial Terms of Service (" Terms ") are an agreement between Anthropic, PBC (" Anthropic ") and you or the organization, company, or other entity that you represent (" Customer "). They govern Customer's use of any Anthropic API key, the Anthropic Console, or any other Anthropic offerings that references these Terms (the " Services "). These Terms are effective on the earlier of the date that Customer first electronically consents to a version of these Terms and the date that Customer first accesses the Services (" Effective Date ").
2. +Added: Please note: You may not enter into these Terms on behalf of an organization, company, or other entity unless you have the legal authority to bind that entity. Services under these Terms are not for consumer use. Our consumer offerings (e.g., Claude.ai) are governed by our Consumer Terms of Service instead.
3. -Removed: These Commercial Terms of Service (" Terms ") are an agreement between Anthropic, PBC (" Anthropic ") and the organization, company, or other entity that you represent (" Customer "). They govern Customer's use of any Anthropic API key, the Anthropic Console, or any other Anthropic offerings that references these Terms (the " Services "). These Terms are effective on the earlier of the date that Customer first electronically consents to a version of these Terms and the date that Customer first accesses the Services (" Effective Date ").
4. -Removed: Please note: If you are not acting on behalf of an organization, company, or other entity, our Terms of Service continue to govern your use of any Anthropic products or services.
5. +Added: Data Privacy. If Customer submits personal data or personally identifiable information (collectively, " PII ") to the Services, the Anthropic Data Processing Addendum in Exhibit A applies and is incorporated into these Terms by reference.
6. -Removed: Data Privacy. If Customer submits personal data or personally identifiable information (collectively, " PII ") to the Services, the Anthropic Data Processing Addendum applies and is incorporated into these Terms by reference.
7. +Added: Use Restrictions. Customer may not and must not attempt to (a) access the Services to build a competing product or service, including to train competing AI models except as expressly approved by Anthropic; (b) reverse engineer or duplicate the Services; or (c) support any third party's attempt at any of the conduct restricted in this sentence. Customer and its Users may only use the Services in the countries and regions Anthropic currently supports .
8. -Removed: Use Restrictions. Customer may not and must not attempt to (a) access the Services to build a competing product or service, including to train competing AI models except as expressly approved by Anthropic; (b) reverse engineer or duplicate the Services; or (c) support any third party's attempt at any of the conduct restricted in this sentence. Customer and its Users may only use the Services in the countries and regions Anthropic currently supports.
9. +Added: Payment of Fees. Customer is responsible for fees incurred by its account, at the rates specified on the Model Pricing Page , unless otherwise agreed by the Parties. Anthropic may require prepayment for the Services in the form of credits or offer other types of credits, all of which are subject to Anthropic's Supplemental Credits Terms . Anthropic may update the published rates, to be effective the earlier of 30 days after the updates are posted by Anthropic or Customer otherwise receives Notice.
10. -Removed: Payment of Fees. Customer is responsible for fees incurred by its account, at the rates specified on the Model Pricing Page, unless otherwise agreed by the Parties. Anthropic may update the published rates, to be effective the earlier of 30 days after the updates are posted by Anthropic or Customer otherwise receives Notice.
11. +Added: Billing. Failure to pay Anthropic all amounts owed when due may result in suspension or termination of Customer's access to the Services. Anthropic reserves any other rights of collection it may have.
12. -Removed: Billing. Fees are billed monthly. Failure to pay Anthropic all amounts owed when due may result in suspension or termination of Customer's access to the Services. Anthropic reserves any other rights of collection it may have.
13. +Added: Effect of Termination. Upon termination, Customer may no longer access the Services. The following provisions will survive termination or expiration of these Terms: (a) Sections C (Confidentiality), E (Publicity), F (Fees), G.4 (Effect of Termination), H (Disputes), I (Indemnification), J.2 (Disclaimer of Warranties), J.3 (Limits on Liability), and K (Miscellaneous); (b) any provision or condition that must survive to fulfill its essential purpose.
14. -Removed: Effect of Termination. Upon termination, Customer may no longer access the Services. The following provisions will survive termination or expiration of these Terms: (a) Sections C (Confidentiality), E (Publicity), F (Fees), G.4 (Effect of Termination), H (Disputes), I (Indemnification), J.2 (Disclaimer of Warranties), J.3 (Limits of Liability), and K (Miscellaneous); (b) any provision or condition that must survive to fulfill its essential purpose.
15. +Added: THE LIMITATIONS OF LIABILITY IN THIS SECTION J.3 (LIMITS ON LIABILITY) APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) TO LIABILITY IN TORT, INCLUDING FOR NEGLIGENCE; (C) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (D) EVEN IF THE BREACHING PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (E) EVEN IF THE INJURED PARTY'S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
16. +Added: The Parties agree that they have entered into these Terms in reliance on the terms of this Section J.3 (Limits on Liability) and those terms form an essential basis of the bargain between the Parties.
17. +Added: Notices. All notices, demands, waivers, and other communications under these Terms (each, a " Notice ") must be in writing. Except for notices related to demands to arbitrate or where equitable relief is sought, any Notices provided under these Terms may be delivered electronically to the Customer's address or other authorized addresses provided to Anthropic; and to notices@anthropic.com if to Anthropic. Notice is effective only: (i) upon receipt by the receiving Party, and (ii) if the Party giving the Notice has complied with all requirements of this Section K.1 (Notices).
18. -Removed: THE LIMITATIONS OF LIABILITY IN THIS SECTION APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) TO LIABILITY IN TORT, INCLUDING FOR NEGLIGENCE; (C) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (D) EVEN IF THE BREACHING PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (E) EVEN IF THE INJURED PARTY'S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
19. -Removed: The Parties agree that they have entered into these Terms in reliance on the terms of this Section and those terms form an essential basis of the bargain between the Parties.
20. -Removed: Notices. All notices, demands, waivers, and other communications under these Terms (each, a " Notice ") must be in writing. Except for notices related to demands to arbitrate or where equitable relief is sought, any Notices provided under these Terms may be delivered electronically to the Customer's address or other authorized addresses provided to Anthropic; and to notices@anthropic.com if to Anthropic. Notice is effective only: (i) upon receipt by the receiving Party, and (ii) if the Party giving the Notice has complied with all requirements of this Section.
21. +Added: Governing Law. These Terms are governed by and construed in accordance with the laws of the State of California, without giving effect to any choice of law provision. Subject to Section H (Disputes), all suits, action, or proceedings related to these Terms will be instituted exclusively in federal or state courts located in San Francisco, California, and each Party irrevocably submits to their exclusive jurisdiction.
22. -Removed: Governing Law. These Terms are governed by and construed in accordance with the laws of the State of California, without giving effect to any choice of law provision. Subject to Section I (Disputes), all suits, action, or proceedings related to these Terms will be instituted exclusively in federal or state courts located in San Francisco, California, and each Party irrevocably submits to their exclusive jurisdiction.
23. +Added: Exhibit A: Anthropic Data Processing Addendum
24. +Added: This Data Processing Addendum (" DPA ") applies to Anthropic PBC, a Public Benefit Corporation (" Anthropic ") and its processing of Personal Data in relation to the provision of Anthropic's Services to the Customer (as defined in the contract referencing this DPA under which Anthropic has agreed to provide Services). Unless otherwise expressly stated in the Agreement, this DPA shall be effective and remain in force for the full term of the Agreement. Anthropic and the Customer each may be referred to herein as a "Party" or collectively as the "Parties."
25. +Added: " Customer Affiliate " means an affiliate of Customer who is a beneficiary to the Agreement.
26. +Added: " Applicable Data Protection Laws " means all applicable laws, rules, regulations, and governmental requirements relating to the privacy, confidentiality, or security of Personal Data, as they may be amended or otherwise updated from time to time.
27. +Added: " Controller " will have the following meaning (as applicable): (a) the meaning given to "controller" under Applicable Data Protection Laws; or (b) the meaning given to "business" under Applicable Data Protection Laws.
28. +Added: " Covered Data " means Personal Data shared by Customer or a Customer Affiliate in relation to the provision of the Services. "Data Subject" means a natural person whosePersonal Data is part of the Covered Data.
29. +Added: " Data Subject Requests " means a request from a Data Subject to exercise their rights under Applicable Data Protection Laws. "GDPR" means Regulation (EU) 2016/679.
30. +Added: " Personal Data " means any data or information that: (a) is linked or reasonably linkable to an identified or identifiable natural person; or (b) is otherwise "personal data," "personal information," "personally identifiable information," or similarly defined data or information underApplicable Data Protection Laws.
31. +Added: " Processing " means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means. "Process", "Processes" and"Processed" will be interpreted accordingly.
32. +Added: " Processor " will have the following meaning (as applicable): (a) the meaning given to"processor" under Applicable Data Protection Laws; or (b) the meaning given to "service provider" under Applicable Data Protection Laws.
33. +Added: " Security Incident " means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or unauthorized access to(including unauthorized internal access to), Covered Data.
34. +Added: " Services " means the services to be provided by Anthropic pursuant to the Agreement.
35. +Added: " Standard Contractual Clauses " or " SCCs " means Module Two (controller to processor)and/or Module Three (processor to processor) of the Standard Contractual Clauses annexed to Commission Implementing Decision (EU) 2021/914.
36. +Added: " Sub-processor " means an entity appointed by Anthropic, as a Processor, toProcess Covered Data on its behalf.
37. +Added: " UK GDPR " has the meaning given under the Data Protection Act 2018 (UK).
38. +Added: This DPA is incorporated into and forms an integral part of the Agreement. If there is any conflict between this DPA and the Agreement relating to the Processing of Covered Data, this DPA shall govern. Customer acknowledges and agrees that Anthropic may amend this DPA from time to time on reasonable notice to Customer where such changes are required because of changes in Applicable Data Protection Laws.
39. +Added: Clauses 3 to 9 of this DPA apply to the extent Anthropic acts as a Processor on behalf of Customer with respect to the Covered Data.
40. +Added: The details of the Processing of Covered Data (such as subject matter, duration, nature, and purpose of the Processing, categories of Personal Data and DataSubjects) are described in the Agreement and in Part B of Schedule 1 to this DPA.
41. +Added: Anthropic will only Process Covered Data in accordance with Applicable DataProtection Laws and on the documented instructions of Customer (including as set out in the Agreement and this DPA), unless required to do otherwise by applicable law to which Anthropic is subject, in which case Anthropic will, unless prohibited by applicable law, inform Customer of such legal requirement before Processing. Without limiting the foregoing, Anthropic is prohibited from:
42. +Added: selling Covered Data or otherwise making Covered Data available to any third party for monetary or other valuable consideration;
43. +Added: sharing Covered Data with any third party for cross-context behavioural advertising;
44. +Added: retaining, using, or disclosing Covered Data outside of the direct business relationship and for any purpose other than for the business purposes specified in Part B of Schedule 1 or as otherwise permitted by Applicable Data Protection Laws; and
45. +Added: except as otherwise permitted by Applicable Data Protection Laws, combining Covered Data with Personal Data that Anthropic receives from or on behalf of another person or persons, or collects from its own interaction with the Data Subject.
46. +Added: To the extent that any of the instructions provided by Customer to Anthropic in accordance with clause 3.b require Processing of Covered Data in a manner that falls outside the scope of the Services, Anthropic may:
47. +Added: notify Customer that such instructions fall outside the scope of Services under theAgreement and not carry out such instructions, or at Anthropic's election, make the performance of any such instructions subject to the payment by Customer of any costs and expenses incurred by Customer or such additional charges asCustomer may reasonably determine; or
48. +Added: immediately terminate the Agreement and the Services.
49. +Added: Anthropic will promptly inform Customer if, in its opinion, an instruction from Customer relating to the Processing of Covered Data infringes Applicable Data Protection Law.
50. +Added: Customer hereby authorises and instructs Anthropic to Process Covered Data anywhere that Anthropic or its Sub-processors maintain facilities.
51. +Added: Anthropic will, at the request of Customer, provide assistance that is reasonable necessary for Customer to conduct and document any data protection assessments required under Applicable Data Protection Laws.
52. +Added: Customer will have the right to take reasonable and appropriate steps to ensure thatAnthropic uses Covered Data in a manner consistent with Customer's obligations under Applicable Data Protection Laws.
53. +Added: Anthropic will ensure that each person authorised to process Covered Data is subject to a duty of confidentiality.
54. +Added: Customer acknowledges that Anthropic's Services are not designed, intended, or provided for the purpose of making predictions regarding any Data Subject, determining creditworthiness, or any other manner of automated decision-making regarding Data Subject(s) to which the Covered Data relates.
55. +Added: Anthropic may charge Customer, and Customer will reimburse Anthropic, for any assistance provided by Anthropic to Customer in relation to this DPA, including with respect to any TIAs or consultation with any supervisory authority of Customer.
56. +Added: Customer grants Anthropic the general authorisation to engage the Sub-processors listed in Schedule 5, and any additional Sub-processors in accordance with clause 4.c.
57. +Added: Anthropic will: (i) enter into a written agreement with each Sub-processor imposing data protection obligations that are substantively no less protective of Covered Data than Anthropic's obligations under this DPA; and (ii) remain liable for each Sub-processor's compliance with the obligations under this DPA.
58. +Added: In the event that Anthropic wishes to appoint an additional Sub-processor: (a) Anthropic will provide Customer reasonable notice; and (b) Customer may, on the basis of reasonable data privacy and data security concerns, object to Anthropic's use of such Sub-processor by providing Anthropic with written notice of the objection within ten (10) days of the date of such notice, otherwise the additional Sub-processor shall be deemed approved. In the event Customer objects to Anthropic's use of a newSub-processor, Customer and Anthropic will work together in good faith to find a mutually acceptable resolution to address any objections raised by Customer.
59. +Added: Anthropic will forward to Customer promptly any Data Subject Request received byAnthropic relating to the Covered Data and may advise the Data Subject to submit their request directly to Customer.
60. +Added: Anthropic will, taking into account the nature of the Processing of Covered Data, provide Customer with reasonable assistance as necessary for Customer to fulfil its obligation under Applicable Data Protection Laws to respond to Data Subject Requests.

92 more changed paragraphs are on the page itself.