Commercial Terms of Service changed Anthropic, Aug 1, 2024

1. +Added: These Commercial Terms of Service (" Terms ") are an agreement between Anthropic and you or the organization, company, or other entity that you represent (" Customer "). "Anthropic " means Anthropic Ireland, Limited if Customer resides in the European Economic Area ("EEA"), Switzerland or UK, and Anthropic, PBC if Customer resides anywhere else. They govern Customer's use of any Anthropic API key, the Anthropic Console, Team or enterprise tools, 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 "). These Terms incorporate by reference our Service Specific Terms .
2. -Removed: 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 ").
3. +Added: Customer Content. As between the parties and to the extent permitted by applicable law, Anthropic agrees that Customer owns all Outputs, and disclaims any rights it receives to the Customer Content under these Terms. Anthropic does not anticipate obtaining any rights in Customer Content under these Terms. Subject to Customer's compliance with these Terms, Anthropic hereby assigns to Customer its right, title and interest (if any) in and to Outputs. Anthropic may not train models on Customer Content from paid Services.
4. -Removed: Customer Content. As between the Parties and to the extent permitted by applicable law, Anthropic agrees that Customer owns all Outputs, and disclaims any rights it receives to the Customer Content under these Terms. Anthropic does not anticipate obtaining any rights in Customer Content under these Terms. Subject to Customer's compliance with these Terms, Anthropic hereby assigns to Customer its right, title and interest (if any) in and to Outputs. Anthropic may not train models on Customer Content from paid Services.
5. +Added: Compliance. Each party will comply with all laws applicable to the provision (for Anthropic) and use (for Customer) of the Services, including any applicable data privacy laws.
6. -Removed: Compliance. Each Party will comply with all laws applicable to the provision (for Anthropic) and use (for Customer) of the Services, including any applicable data privacy laws.
7. +Added: Confidential Information. The parties may share information that is identified as confidential, proprietary, or similar, or that a party would reasonably understand to be confidential or proprietary (" Confidential Information "). Customer Content is Customer's Confidential Information.
8. +Added: Obligations of Parties. The receiving party (" Recipient ") may only use the Confidential Information of the disclosing party (" Discloser ") to exercise its rights and perform its obligations under these Terms. Recipient may only share Discloser's Confidential Information to Recipient's employees, agents, and advisors that have a need to know such Confidential Information and who are bound to obligations of confidentiality at least as protective as those provided in these Terms (" Representatives "). Recipient will protect Discloser's Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own Confidential Information, and with no less than reasonable care. Recipient is responsible for all acts and omissions of its Representatives. Recipient will promptly notify Discloser if it suspects or knows that Discloser's Confidential Information was breached, and agrees to cooperate to mitigate further risks of loss or misuse.
9. -Removed: Confidential Information. The Parties may share information that is identified as confidential, proprietary, or similar, or that a Party would reasonably understand to be confidential or proprietary (" Confidential Information "). Customer Content is Customer's Confidential Information.
10. -Removed: Obligations of Parties. The receiving Party (" Recipient ") may only use the Confidential Information of the disclosing Party (" Discloser ") to exercise its rights and perform its obligations under these Terms. Recipient may only share Discloser's Confidential Information to Recipient's employees, agents, and advisors that have a need to know such Confidential Information and who are bound to obligations of confidentiality at least as protective as those provided in these Terms (" Representatives "). Recipient will protect Discloser's Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own Confidential Information, and with no less than reasonable care. Recipient is responsible for all acts and omissions of its Representatives. Recipient will promptly notify Discloser if it suspects or knows that Discloser's Confidential Information was breached, and agrees to cooperate to mitigate further risks of loss or misuse.
11. +Added: Except as expressly stated in these Terms, these Terms do not grant either party any rights to the other's content or intellectual property, by implication or otherwise.
12. +Added: Anthropic may use Customer's name and logo to publicly identify Customer as a customer of the Services. Customer will consider in good faith any request by Anthropic to (1) provide a quote from a Customer executive regarding Customer's motivation for using the Services that Anthropic may use publicly and (2) participate in a public co-marketing activity.
13. +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.
14. +Added: Taxes. Fees do not include any taxes, duties, or assessments that may be owed by Customer for use of the Services (" Taxes "), unless otherwise specified in the applicable invoice. Customer is responsible for remitting any necessary withholding Taxes to the relevant authority on a timely basis and providing Anthropic with evidence of the same upon request. Where law provides for the reduction or elimination of withholding taxes, including via Tax treaty, the parties will collaborate in good faith to do so. For clarity, Customer must pay Anthropic the amount (" Gross-up Payment ") that will ensure that Anthropic receives the same total amount that it would have received if no such withholding or reduction by Customer had been required (taking into account any and all applicable Taxes (including any Taxes imposed on the Gross-up Payment)).
15. -Removed: Except as expressly stated in these Terms, these Terms do not grant either Party any rights to the other's content or intellectual property, by implication or otherwise.
16. -Removed: Neither Party may make public statements about Customer's use of the Services without the other Party's permission.
17. -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 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.
18. -Removed: Taxes. Fees do not include any taxes, duties, or assessments that may be owed by Customer for use of the Services (" Taxes "), unless otherwise specified in the applicable invoice.
19. +Added: Each party may terminate these Terms at any time for convenience with Notice, except Anthropic must provide 30 days prior Notice.
20. +Added: Either party may terminate these Terms for the other party's material breach by providing 30 days prior Notice detailing the nature of the breach unless cured within that time.
21. -Removed: Each Party may terminate these Terms at any time for convenience with Notice, except Anthropic must provide 30 days prior Notice.
22. -Removed: Either Party may terminate these Terms for the other Party's material breach by providing 30 days prior Notice detailing the nature of the breach unless cured within that time.
23. +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 fulfil its essential purpose.
24. +Added: Disputes. In the event of a dispute, claim or controversy relating to these Terms (" Dispute "), the parties will first attempt in good faith to informally resolve the matter. The party raising the Dispute must notify the other party (" Dispute Notice "), who will have 15 days from the date of delivery of the Dispute Notice to propose a time for the parties to meet with appropriately leveled executives to attempt to resolve the Dispute. If the parties have not resolved the dispute within 45 days of delivery of the Dispute Notice, either party may seek to resolve the dispute through arbitration as stated in Section H.2 (Arbitration).
25. +Added: Arbitration. Any Dispute will be determined in English by final, binding arbitration according to the region-specific processes below. Judgment on any award issued through the applicable arbitration process in this Section H.2 (Arbitration) may be entered in any court having jurisdiction. EACH PARTY AGREES THEY ARE WAIVING THE RIGHT TO A TRIAL BY JURY, AND THE RIGHT TO JOIN AND PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER THE LAW IN CONNECTION WITH THESE TERMS.
26. +Added: For Customers residing in the EEA, Switzerland, or UK, Disputes will be determined by a sole arbitrator in Dublin, Ireland pursuant the UNCITRAL Arbitration Rules as at present in force. The appointing authority shall be the President for the time being of the Law Society
27. +Added: For Customers residing anywhere else, Disputes will be determined by a sole arbitrator in San Francisco, CA pursuant to the Comprehensive Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc.
28. +Added: Equitable Relief. This Section H (Disputes) does not limit either party from seeking equitable relief.
29. -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 on Liability), and K (Miscellaneous); (b) any provision or condition that must survive to fulfill its essential purpose.
30. -Removed: Disputes. In the event of a dispute, claim or controversy relating to these Terms (" Dispute "), the Parties will first attempt in good faith to informally resolve the matter. The Party raising the Dispute must notify the other Party (" Dispute Notice "), who will have 15 days from the date of delivery of the Dispute Notice to propose a time for the Parties to meet with appropriately leveled executives to attempt to resolve the Dispute. If the Parties have not resolved the dispute within 45 days of delivery of the Dispute Notice, either Party may seek to resolve the dispute through arbitration as stated in Section H.2.
31. -Removed: Arbitration. Any Dispute will be determined by final, binding arbitration in San Francisco, California by a sole arbitrator pursuant to the Comprehensive Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (" JAMS "). Judgment on any award issued through the JAMS arbitration process may be entered in any court having jurisdiction. EACH PARTY AGREES THEY ARE WAIVING THE RIGHT TO A TRIAL BY JURY, AND THE RIGHT TO JOIN AND PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER THE LAW IN CONNECTION WITH THESE TERMS.
32. -Removed: Equitable Relief. This Section H (Disputes) does not limit either Party from seeking equitable relief.
33. +Added: Claims Against Anthropic. Customer will defend Anthropic and its personnel, successors, and assigns from and against any Anthropic Claim (as defined below) and indemnify them for any judgment that a court of competent jurisdiction grants a third party on such Anthropic Claim or that an arbitrator awards a third party under any Customer-approved settlement of such Anthropic Claim. " Anthropic Claim " means any third-party claim, suit, or proceeding related to Customer's or its Users' (a) Prompts or (b) use of the Services in violation of the AUP, the Service Specific Terms , or Section B.4 (Use Restrictions). Anthropic Claims and Customer Claims are each a " Claim ", as applicable.
34. +Added: Exclusions. Neither party's defense or indemnification obligations will apply to the extent the underlying allegation arises from the indemnified party's fraud, willful misconduct, violations of law, or breach of the Agreement. Additionally, Anthropic's defense and indemnification obligations will not apply to the extent the Customer Claim arises from: (a) modifications made by Customer to the Services or Outputs; (b) the combination of the Services or Outputs with technology or content not provided by Anthropic; (c) Prompts or other data provided by Customer; (d) use of the Services or Outputs in a manner that Customer knows or reasonably should know violates or infringes the rights of others; (e) the practice of a patented invention contained in an Output; or (f) an alleged violation of trademark based on use of an Output in trade or commerce.
35. +Added: Process. The indemnified party must promptly notify the indemnifying party of the relevant Claim, and will reasonably cooperate in the defense. The indemnifying party will retain the right to control the defense of any such Claim, including the selection of counsel, the strategy and course of any litigation or appeals, and any negotiations or settlement or compromise, except that the indemnified party will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to an ongoing affirmative obligation. The indemnifying party's obligations will be excused if either of the following materially prejudices the defense: (a) failure of the indemnified party to provide prompt notice of the Claim; or (b) failure to reasonably cooperate in the defense.
36. +Added: Sole Remedy. To the extent covered under this Section I (Indemnification), indemnification is each party's sole and exclusive remedy under these Terms for any third-party claims.
37. -Removed: Claims Against Anthropic. Customer will defend Anthropic and its personnel, successors, and assigns from and against any Anthropic Claim (as defined below) and indemnify them for any judgment that a court of competent jurisdiction grants a third party on such Anthropic Claim or that an arbitrator awards a third party under any Customer-approved settlement of such Anthropic Claim. " Anthropic Claim " means any third-party claim, suit, or proceeding related to Customer's or its Users' (a) Prompts or (b) use of the Services in violation of the AUP or Section B.4 (Use Restrictions). Anthropic Claims and Customer Claims are each a " Claim ", as applicable.
38. -Removed: Exclusions. Neither Party's defense or indemnification obligations will apply to the extent the underlying allegation arises from the indemnified Party's fraud, willful misconduct, violations of law, or breach of the Agreement. Additionally, Anthropic's defense and indemnification obligations will not apply to the extent the Customer Claim arises from: (a) modifications made by Customer to the Services or Outputs; (b) the combination of the Services or Outputs with technology or content not provided by Anthropic; (c) Prompts or other data provided by Customer; (d) use of the Services or Outputs in a manner that Customer knows or reasonably should know violates or infringes the rights of others; (e) the practice of a patented invention contained in an Output; or (f) an alleged violation of trademark based on use of an Output in trade or commerce.
39. -Removed: Process. The indemnified Party must promptly notify the indemnifying Party of the relevant Claim, and will reasonably cooperate in the defense. The indemnifying Party will retain the right to control the defense of any such Claim, including the selection of counsel, the strategy and course of any litigation or appeals, and any negotiations or settlement or compromise, except that the indemnified Party will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to an ongoing affirmative obligation. The indemnifying Party's obligations will be excused if either of the following materially prejudices the defense: (a) failure of the indemnified Party to provide prompt notice of the Claim; or (b) failure to reasonably cooperate in the defense.
40. -Removed: Sole Remedy. To the extent covered under this Section I (Indemnification), indemnification is each Party's sole and exclusive remedy under these Terms for any third-party claims.
41. +Added: Warranties. Each party represents and warrants that (a) it is authorized to enter into these Terms; and (b) entering into and performing these Terms will not violate any of its corporate rules, if applicable. Customer further represents and warrants that it has all rights and permissions required to submit Prompts to the Services.
42. -Removed: Warranties. Each Party represents and warrants that (a) it is authorized to enter into these Terms; and (b) entering into and performing these Terms will not violate any of its corporate rules, if applicable. Customer further represents and warrants that it has all rights and permissions required to submit Prompts to the Services.
43. +Added: Except as stated in Section J.3.b, the liability of each party, and its affiliates and licensors, for any damages arising out of or related to these Terms (i) excludes damages that are consequential, incidental, special, indirect, or exemplary damages, including lost profits, business, contracts, revenue, goodwill, production, anticipated savings, or data, and costs of procurement of substitute goods or services and (ii) is limited to Fees actually paid by Customer for the Services in the previous 12 months.
44. +Added: The limitations of liability in this Section J.3 (Limits on Liability) do not apply to either party's obligations under Section I (Indemnification).
45. -Removed: Except as stated in Section J.3.b, the liability of each Party, and its affiliates and licensors, for any damages arising out of or related to these Terms (i) excludes damages that are consequential, incidental, special, indirect, or exemplary damages, including lost profits, business, contracts, revenue, goodwill, production, anticipated savings, or data, and costs of procurement of substitute goods or services and (ii) is limited to Fees actually paid by Customer for the Services in the previous 12 months.
46. -Removed: The limitations of liability in this Section J.3 (Limits on Liability) do not apply to either Party's obligations under Section I (Indemnification).
47. +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.
48. +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).
49. -Removed: 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.
50. -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 K.1 (Notices).
51. +Added: Amendment and Modification. Anthropic may update these Terms at any time, to be effective 30 days after the updates are posted by Anthropic or Customer otherwise receives Notice, except that updates made in response to changes to law or regulation take effect immediately upon posting or Notice. Changes will not apply retroactively. No other amendment to or modification of these Terms is effective unless it is in writing and signed by both parties. Failure to exercise or delay in exercising any rights or remedies arising from these Terms does not and will not be construed as a waiver; and no single or partial exercise of any right or remedy will preclude future exercise of such right or remedy.
52. +Added: Assignment and Delegation. Neither party may assign its rights or delegate its obligations under these Terms without the other party's prior written consent, except that Anthropic may assign its rights and delegate its obligations as part of a sale of all or substantially all its business. Any purported assignment or delegation is null and void except as permitted above. No permitted assignment or delegation will relieve the contracting party or assignees of their obligations under these Terms. These Terms will bind and inure to the benefit of the parties and their respective permitted successors and assigns.
53. +Added: Severability. If a provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will neither affect any other term or provision of these Terms nor invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties will negotiate in good faith to modify these Terms to reflect the parties' original intent as closely as possible.
54. +Added: Interpretation. These Terms will be construed mutually, with neither party considered the drafter. Document and section titles are provided for convenience and will not be interpreted. The phrases "for example" or "including" or "or" are not limiting.
55. +Added: These Terms are governed by and construed in accordance with the Governing Laws, without giving effect to any choice of law provision. " Governing Laws " means (i) for Customers in the EEA, Switzerland or UK, the Laws of Ireland; and (ii) for all other Customers, the laws of the State of California.
56. +Added: Any suits, actions, or proceedings related to these Terms that are not required to be resolved via arbitration pursuant to Section H (Disputes) will be instituted exclusively in the Venue, and each party irrevocably submits to their exclusive jurisdiction. " Venue " means (i) for Customers in the EEA, Switzerland or UK, the courts of Ireland; and (ii) for all other Customers, federal or state courts located in California.
57. -Removed: Amendment and Modification. Anthropic may update these Terms at any time, to be effective 30 days after the updates are posted by Anthropic or Customer otherwise receives Notice, except that updates made in response to changes to law or regulation take effect immediately upon posting or Notice. Changes will not apply retroactively. No other amendment to or modification of these Terms is effective unless it is in writing and signed by both Parties. Failure to exercise or delay in exercising any rights or remedies arising from these Terms does not and will not be construed as a waiver; and no single or partial exercise of any right or remedy will preclude future exercise of such right or remedy.
58. -Removed: Assignment and Delegation. Neither Party may assign its rights or delegate its obligations under these Terms without the other Party's prior written consent, except that Anthropic may assign its rights and delegate its obligations as part of a sale of all or substantially all its business. Any purported assignment or delegation is null and void except as permitted above. No permitted assignment or delegation will relieve the contracting Party or assignees of their obligations under these Terms. These Terms will bind and inure to the benefit of the Parties and their respective permitted successors and assigns.
59. -Removed: Severability. If a provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will neither affect any other term or provision of these Terms nor invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties will negotiate in good faith to modify these Terms to reflect the Parties' original intent as closely as possible.
60. -Removed: Interpretation. These Terms will be construed mutually, with neither Party considered the drafter. Document and section titles are provided for convenience and will not be interpreted. The phrases "for example" or "including" or "or" are not limiting.

80 more changed paragraphs are on the page itself.