Terms of Service

3.1 Eligibility

You may use the Platform only if (a) you are at least eighteen (18) years old (or the age of majority in your jurisdiction, whichever is greater), (b) you can form a legally binding contract with GenArk, and (c) you and your use of the Platform are not prohibited under applicable export, sanctions, or other law.

3.2 Account Registration

To access most features of the Platform, Customer must register an account through GenArk's identity provider (currently Clerk). Customer must provide accurate, current, and complete information and keep that information up to date. Customer is responsible for safeguarding account credentials and for all activity that occurs under the account.

3.3 Authorized Users

Each Authorized User must use a separate, individually-identifiable login. Account sharing is prohibited. Customer is responsible for (a) provisioning and de-provisioning Authorized Users, (b) ensuring that Authorized Users comply with these Terms, and (c) any acts or omissions of Authorized Users in connection with the Platform.

3.4 Roles and Access Controls

The Platform provides role-based access controls at the organization, team, project, and user level, and supports policy bindings at each of those scopes. Configuring those controls appropriately for Customer's environment and use cases is Customer's responsibility.

4.1 Plans

The Platform is offered under multiple Plans, currently including:

• Basic — a free tier with capped projects and limited features, intended for evaluation and individual use.
• Premium — a paid subscription with expanded project capacity and enhanced cost-estimation depth.
• Premium+ — a paid subscription adding multi-cloud capabilities, three-year projections, and third-party tooling integration.
• Enterprise — a custom-priced subscription that may include on-premise or hybrid deployment, custom Models, dedicated support, and supplemental compliance commitments under a separately negotiated Order Form, MSA, BAA, or DPA.

4.2 Free Trial

GenArk may offer a Free Trial (currently a 14-day evaluation period that does not require a payment method at sign-up). The Free Trial is provided "AS IS" without warranty of any kind, and GenArk reserves the right to modify or end the Free Trial at any time. At the end of the Free Trial, Customer may either convert to a paid Plan or allow the account to revert to the Basic tier.

4.3 Fees and Billing

Customer agrees to pay the fees set forth in the applicable Order Form or, for self-service Plans, the fees displayed at checkout. Unless otherwise stated: subscription fees are billed in advance on a monthly or annual basis; usage-based fees are billed in arrears; fees are exclusive of taxes; all amounts are stated and payable in U.S. dollars; and late payments accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law.

4.4 Auto-Renewal

Paid subscriptions auto-renew for successive periods equal to the initial subscription period unless Customer cancels before the end of the then-current period.

4.5 No Refunds

Except where required by applicable law or expressly stated in the Order Form, fees are non-refundable. No refunds are issued for partial subscription periods, unused features, or accounts canceled before the end of a billing cycle.

4.6 Price Changes

GenArk may modify fees and Plan features. Material changes affecting paid subscriptions will be communicated at least thirty (30) days in advance and will take effect at the next renewal.

5.1 License to Customer

Subject to Customer's compliance with these Terms and timely payment of all fees, GenArk grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the subscription term to access and use the Platform solely for Customer's internal business purposes and within the entitlements of Customer's Plan.

5.2 Restrictions

Customer shall not, and shall not permit any third party to:

• copy, modify, translate, or create derivative works of the Platform or any of its components, except as expressly permitted by these Terms;
• reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying algorithms, weights, prompts, or architecture of the Platform or of any Model accessed through the Platform;
• rent, lease, sell, sublicense, distribute, or otherwise commercially exploit access to the Platform to any third party;
• use the Platform to develop, train, fine-tune, or improve any competing AI product, model, or service;
• circumvent or interfere with any access controls, rate limits, usage metering, content filters, governance gates, or security features of the Platform;
• use the Platform to engage in benchmarking or comparative testing for publication without GenArk's prior written consent;
• introduce malware, viruses, or other harmful code into the Platform, or attempt to gain unauthorized access to the Platform or other Customers' Workspaces;
• scrape, harvest, or systematically extract data from the Platform other than through documented APIs and within published rate limits.

7.1 Customer Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Content. GenArk does not claim ownership of Customer Content.

7.2 License to GenArk

Customer grants GenArk a worldwide, non-exclusive, royalty-free license to host, store, transmit, display, copy, route, format, process, and otherwise use Customer Content solely (a) to provide and operate the Services for Customer, (b) to enforce these Terms and the Acceptable Use Policy, (c) to comply with applicable law and lawful requests from government authorities, and (d) to perform analytics on aggregated, anonymized, or de-identified data that does not identify Customer, any Authorized User, or any individual.

7.3 No Training of Third-Party Foundation Models on Customer Content Without Consent

GenArk will not use Customer Content to train, fine-tune, or improve any third-party foundation Model, and will not authorize any third-party Model provider to do so, except (a) with Customer's express opt-in consent in writing or via a documented in-Platform control, or (b) where Customer has independently entered into an agreement directly with a Model provider that authorizes such use.

7.4 Customer Responsibility for Inputs

Customer is solely responsible for: (a) the lawfulness, accuracy, quality, and integrity of Customer Content; (b) obtaining and maintaining all rights, licenses, consents, and authorizations necessary for Customer Content to be processed by the Platform and by third-party Model providers; and (c) appropriately configuring policy bindings, redaction, region, residency, and human-approval controls available on the Platform.

7.5 Customer Content Backup

Customer is responsible for maintaining its own backup copies of Customer Content. GenArk performs operational backups for service-continuity purposes, but those backups are not a substitute for Customer's own data management.

8.1 Nature of AI Outputs

Customer acknowledges that the Platform uses statistical, probabilistic, and generative Models. Outputs are predictions, not facts. Outputs may be inaccurate, incomplete, biased, out-of-date, or otherwise unsuitable for a particular purpose, and may include content that appears authoritative but is not (commonly referred to as "hallucinations").

8.2 Human Review

Customer is responsible for reviewing, validating, and exercising independent professional judgment over every Output before relying on it, distributing it, or using it to take action — and especially before using any Output in a context that affects health, safety, legal rights, financial position, employment, or other significant interests of any individual.

8.3 No Autonomous Denials in Healthcare

For Customers operating in healthcare, Customer acknowledges and agrees that the Platform shall not be configured or used to issue autonomous denials of medical claims, prior authorizations, coverage determinations, or care decisions. Any Output that recommends or supports such a denial must be subject to documented human attestation by a qualified individual with authority to make the decision.

8.4 Output Ownership

Subject to Customer's compliance with these Terms and full payment of fees, as between Customer and GenArk, Customer owns the Outputs generated for Customer through Customer's Authorized Users' use of the Platform, except (a) for any portion of an Output that incorporates GenArk's pre-existing intellectual property, open-source components, or third-party content; and (b) to the extent any Output is not protectable by intellectual property law in some jurisdictions.

8.5 Customer Responsibility for Distribution

If Customer distributes, publishes, or commercializes Outputs, Customer is solely responsible for compliance with applicable disclosure, labeling, advertising, professional-licensing, and consumer-protection laws, including any obligation to disclose the use of AI.

8.6 AI Disclosure and Transparency

Several jurisdictions impose specific transparency and disclosure obligations on the use of AI systems — including the EU AI Act, the Colorado AI Act (effective February 1, 2026), California's generative-AI transparency laws, Utah's Artificial Intelligence Policy Act, Texas's Responsible AI Governance framework, and analogous laws in other jurisdictions. Customer is responsible for determining which of these obligations apply to Customer's use of the Platform and for complying with them.

9.1 Third-Party Models

The Platform routes Inputs and Outputs to and from Models operated by third-party providers, including Anthropic, OpenAI, Google, Microsoft (including Azure OpenAI), Amazon (including Bedrock), NVIDIA, and other providers GenArk may integrate from time to time. Customer's use of any third-party Model is also subject to that provider's terms, acceptable use policy, and privacy notice.

9.2 External Agents and Connectors

The Platform supports integrations with External Agents (currently including Snowflake Cortex, Databricks Mosaic, AWS Q, SAP Joule, Salesforce Einstein, and Microsoft Copilot) and with knowledge connectors (currently including SharePoint, Google Drive, Amazon S3, Notion, and Confluence). Customer's use of these integrations requires Customer's own credentials and is subject to the third-party provider's terms.

9.3 BYOK Mode

Where Customer configures BYOK, Customer's credentials are stored as opaque secrets and used by the Platform to invoke the relevant provider on Customer's behalf. Customer is responsible for (a) the validity, scope, and security of the credentials Customer supplies, (b) all charges incurred against Customer's accounts with those providers, and (c) compliance with the relevant provider's terms.

10.1 GenArk IP

The Platform, including all software, documentation, designs, logos, trademarks, service marks, trade names, agent specifications, prompt frameworks, evaluation harnesses, governance modules, taxonomies, catalogs, schemas, and other materials made available by GenArk, is the exclusive property of GenArk and its licensors. No rights are granted to Customer other than the limited license expressly granted in Section 5.

10.2 Feedback

If Customer or any Authorized User provides GenArk with any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Platform, Customer grants GenArk a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and incorporate the Feedback into the Platform and any other GenArk products and services, without obligation, attribution, or compensation.

10.3 Usage Data

GenArk may collect and analyze service usage data, system logs, performance metrics, and other technical information about how the Platform is operated and used. GenArk owns this data and may use it to operate, maintain, secure, and improve the Platform and to develop new products and services, provided that such use does not identify Customer, any Authorized User, or any individual.

10.4 DMCA Notice and Takedown

GenArk respects the intellectual property rights of others. If you believe that material accessible through the Platform infringes your copyright, you may submit a written notice to GenArk's Designated Agent at dmca@genark.ai. The notice must include: (a) a physical or electronic signature of a person authorized to act on behalf of the copyright owner; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the material claimed to be infringing; (d) contact information; (e) a statement of good-faith belief; and (f) a statement under penalty of perjury that the information is accurate.

11.1 Definition

"Confidential Information" means any non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential given the nature of the information and the circumstances. Customer Content is Customer's Confidential Information.

11.2 Obligations

Recipient shall (a) use Confidential Information only to exercise its rights and perform its obligations under these Terms, (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information (and in no event less than reasonable care), and (c) disclose Confidential Information only to its employees, contractors, advisors, and affiliates who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section.

11.3 Exclusions and Compelled Disclosure

Confidential Information does not include information that (a) is or becomes generally known through no fault of Recipient, (b) was rightfully known to Recipient prior to receipt from Discloser, (c) is rightfully received from a third party without a duty of confidentiality, or (d) is independently developed by Recipient without reference to Discloser's Confidential Information.

12.1 Privacy Policy

GenArk's processing of personal data is described in the GenArk Privacy Policy, which is incorporated into these Terms by reference.

12.2 Security Measures

GenArk maintains administrative, technical, and physical safeguards designed to protect the Platform and Customer Content against unauthorized access, use, alteration, and disclosure. These safeguards include multi-tenant isolation enforced at the database row-security layer, encryption in transit, encryption at rest for stored Customer Content, role-based access controls, append-only and tamper-evident audit logging, and ongoing security testing.

12.3 Governance and Policy Controls

The Platform includes a configurable governance plane (PolicyBindings, LayerPolicy, two-gate preflight and postflight enforcement, and an append-only, hash-chained enforcement audit). Customer is responsible for configuring these controls in a manner consistent with Customer's regulatory and contractual obligations.

12.4 Healthcare and PHI (HIPAA)

If Customer wishes to submit Protected Health Information as defined under HIPAA, Customer must (a) be on a Plan that supports PHI processing (typically Enterprise), (b) execute a Business Associate Agreement with GenArk before any PHI is submitted, and (c) configure the Workspace's PolicyBindings to enable PHI scrubbing and any other controls required by the BAA.

12.5 Financial Services Data

For Customers regulated under the Gramm-Leach-Bliley Act, applicable banking regulations, or other financial-services regimes, additional contractual terms may be required. Customer is responsible for ensuring an appropriate contractual posture is in place before submitting nonpublic personal information of consumers.

12.6 Government and Public Sector

Government and public-sector Customers may have additional procurement, FedRAMP, StateRAMP, CJIS, or sector-specific requirements. These will be addressed in a separately negotiated Order Form or contract.

12.7 Incident Notification

GenArk will notify Customer without undue delay following GenArk's confirmation of a security incident that results in the unauthorized acquisition or disclosure of Customer Content, and in any event consistent with applicable breach-notification statutes, including U.S. state breach-notification laws, the HIPAA Breach Notification Rule where applicable, and Articles 33 and 34 of the GDPR and the UK GDPR where applicable.

13.1 Availability

GenArk uses commercially reasonable efforts to make the Platform available 24/7, excluding scheduled maintenance, emergency maintenance, force majeure events, and outages of third-party services on which the Platform depends.

13.2 Support

Support is provided at the level appropriate to Customer's Plan, ranging from community support (Basic), to priority email support (Premium and Premium+), to 24/7 dedicated support with a named contact (Enterprise), as further described on GenArk's website and in the applicable Order Form.

13.3 Maintenance

GenArk may modify, update, or discontinue features of the Platform from time to time. Material reductions in functionality available to a paid Plan will be communicated in advance. GenArk will provide reasonable notice of scheduled maintenance windows.

14.1 Mutual Warranties

Each party represents and warrants that (a) it has full power and authority to enter into and perform these Terms, and (b) its performance under these Terms will not violate any agreement with or other obligation owed to any third party.

14.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE PLATFORM, THE SERVICES, ALL MODELS, ALL AGENTS, AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." GENARK AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, COMPLETENESS, RELIABILITY, OR THAT OUTPUTS WILL BE FREE OF ERRORS, HALLUCINATIONS, BIAS, OR HARMFUL CONTENT.

15.1 By Customer

Customer shall defend, indemnify, and hold harmless GenArk, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim arising out of or related to (a) Customer Content; (b) Customer's or any Authorized User's use of the Platform in violation of these Terms or applicable law; (c) Customer's distribution, publication, or commercialization of Outputs; or (d) Customer's failure to obtain consents, licenses, or authorizations required for the processing of personal data or other regulated data.

15.2 By GenArk

Subject to the limitations in Section 16, GenArk shall defend Customer against any third-party claim alleging that the Platform, as provided by GenArk and used by Customer in accordance with these Terms, directly infringes a U.S. patent or copyright of the claimant, and shall pay damages finally awarded against Customer (or settlement amounts agreed by GenArk) on such claims.

15.3 Procedure

The party seeking indemnification shall (a) promptly notify the indemnifying party of the claim, (b) give the indemnifying party sole control of the defense and settlement, and (c) provide reasonable cooperation at the indemnifying party's expense.

16.1 Exclusion of Indirect Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY.

16.2 Cap on Aggregate Liability

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO GENARK UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR FREE TRIAL OR BASIC-TIER USE, GENARK'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

16.3 Carve-Outs

The limitations in this Section 16 do not apply to (a) Customer's payment obligations, (b) breaches of Section 5 (Restrictions) or Section 6 (Acceptable Use), (c) Customer's indemnification obligations under Section 15, or (d) either party's breach of confidentiality obligations resulting in unauthorized disclosure or misuse of the other party's Confidential Information.

18.1 Term

These Terms remain in effect for as long as Customer has an active account or paid subscription, unless earlier terminated as provided below.

18.2 Termination for Convenience by Customer

Customer may cancel a paid subscription at any time through the account settings; cancellation takes effect at the end of the then-current billing period, and no refunds are issued for the unused portion (except where Section 4.5 or applicable law requires otherwise).

18.3 Termination for Cause

Either party may terminate these Terms for material breach if the breach is not cured within thirty (30) days after written notice. GenArk may terminate immediately for breaches of Section 5 or Section 6, or where required by law.

18.4 Effect of Termination

Upon termination: (a) Customer's right to access and use the Platform ends; (b) Customer remains liable for all fees accrued through the effective date of termination; and (c) Customer may export Customer Content using available export tools for up to thirty (30) days after termination. After that period, GenArk may delete Customer Content from active systems in the ordinary course, subject to retention requirements in backups, audit logs, and as required by law.

18.5 Survival

The following Sections survive termination: Definitions, fees accrued, Customer Ownership, Intellectual Property, Confidentiality, Disclaimer, Indemnification, Limitation of Liability, Effect of Termination, Governing Law, Dispute Resolution, and any other provision that by its nature should survive.

21.1 Good-Faith Negotiation

Before initiating any formal proceeding, the parties shall attempt in good faith to resolve any dispute by negotiation between executives with authority to settle the matter. A party shall give the other written notice of the dispute, and the executives shall meet within thirty (30) days.

21.2 Arbitration

If the dispute is not resolved within sixty (60) days after the initial notice, the dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

21.3 Equitable Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

21.4 Class Action Waiver

To the fullest extent permitted by law, each party waives any right to participate as a representative or member of any class of claimants or in any class-action or class-arbitration proceeding against the other party.

24.1 Entire Agreement

These Terms, together with any Order Form, the Privacy Policy, and any executed BAA, DPA, or MSA, constitute the entire agreement between the parties regarding the Platform and supersede all prior or contemporaneous agreements, representations, or understandings, written or oral, on that subject.

24.2 Order of Precedence

In the event of conflict, the following order applies (from highest to lowest precedence): (a) an executed MSA or BAA, (b) an Order Form, (c) these Terms, and (d) the Privacy Policy.

24.3 Assignment

Customer may not assign these Terms without GenArk's prior written consent. GenArk may assign these Terms (a) to an affiliate or (b) in connection with a merger, acquisition, or sale of all or substantially all of its assets, without consent.

24.4 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship.

24.5 Force Majeure

Neither party is liable for any failure or delay in performance (other than Customer's payment obligations) caused by events beyond its reasonable control, including acts of God, fire, flood, earthquake, pandemic, war, terrorism, civil disturbance, labor dispute, government action, internet or telecommunications failure, or failure of supplier or subprocessor.

24.6 Waiver and Severability

No waiver of any provision is effective unless in writing signed by the waiving party. If any provision is held invalid or unenforceable, the remaining provisions remain in effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties' original intent.