Effective: October 15, 2025

See the previous Terms of Sale here

Note: This Agreement is effective on October 15, 2025 or the date you acknowledge this updated Agreement within our Services (if earlier).

This Groq Services Agreement (the “Agreement”) is entered as of the Effective Date between the person or entity agreeing to the Agreement (“you”, or “Customer”) and the Groq Contracting Party (defined below and referred to as “Groq”) and governs your use of GroqChat, Groq Playground, GroqCloud, and any other service provided by Groq for developers, businesses, or enterprise organizations that references these terms as well as all related Groq tools, documentation and software (collectively, the "Cloud Services") and the AI Model Services (defined below) provided by Groq and its Affiliates. Cloud Services and the AI Model Services under this Agreement are not for consumer use.

If you are accepting this Agreement on behalf of a Customer as its agent or as otherwise permitted by applicable law, you represent and warrant that (i) you have full legal capacity and authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree on behalf of Customer to this Agreement. By clicking “I agree,” accepting the Order Form, or using the Cloud Services, the Customer agrees to this Agreement.

If you signed an offline variant of this Agreement for use of the Cloud Services, the terms below do not apply to you, and your offline terms govern your use of the applicable Cloud Services.

1. Definitions

• "Account" means the administrative account provided to Customer by Groq for administering the Cloud Services.
• “Affiliate” means any entity the party directly or indirectly Controls, is Controlled by, or is under common Control where “Control” means directly or indirectly (a) owning more than 50% of the outstanding voting securities; or (b) having the power to direct the management and policies of an entity through voting securities, contract, or otherwise.
• “AI Model Services” means the artificial intelligence models that are openly available, obtained from third party developers, or the Customer, and used by Customer through the Cloud Services for preview or production use. AI Model Services that are Third-Party Offerings are subject to the AI Model Terms associated with each such AI Model Service.
• “AI Model Terms” means the terms between you and the developer, publisher or provider of an AI Model Service that is a Third-Party Offering and governs your use of the AI Model Service, which are currently made available in the Console at https://console.groq.com/docs/models.
• "Anti-Bribery Laws" means all applicable commercial and public anti-bribery laws, including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010, that prohibit corrupt offers of anything of value, either directly or indirectly, to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage. Government officials include: any government employees, candidates for public office, members of royal families, and employees of government-owned or government-controlled companies, public international organizations, and political parties.
• "AUP" or “Acceptable Use & Responsible AI Policy” means the then current acceptable use and responsible AI policy for use of the Cloud Services and AI Model Services published at https://console.groq.com/docs/legal/ai-policy.
• "Authorized Account Users" means the individuals who are permitted by Customer, to access or use the Cloud Services and AI Model Services under the Account, including employees of Customer Affiliates and other authorized third parties permitted by Customer.
• “Authorized Users” means Authorized Account Users and End Users.
• "BAA" or "Business Associate Addendum" is an addendum to this Agreement published at https://console.groq.com/docs/legal/customer-business-associate-addendum that covers the handling of PHI by the Covered Cloud Services as specified in the BAA.
• "Confidential Information" means information that one party (or an Affiliate) discloses to the other party under or in connection with this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient without using the discloser’s information, is rightfully given to the recipient by a third party without confidentiality obligations, or is or becomes public or generally available through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer's Confidential Information.
• “Console" means the online tool or dashboard provided by Groq to Customer for use in administering and using Cloud Services.
• "Customer Application" means Customer’s applications, products, or services in which Customer may integrate the Cloud Services and AI Model Services as permitted by this Agreement.
• "Customer Data" means data provided to Groq by Customer or Authorized Users through the Cloud Services under the Account, and data that Customer or Authorized Users derive from that data through their use of the Cloud Services.
• “Customer Indemnified Parties” means Customer and its Affiliates and their officers, employees, directors, agents, and representatives.
• "Documentation" means the then current Groq documentation (as may be updated from time to time) in the form generally made available by Groq to its Customers in the Console for use with the Cloud Services, including at https://console.groq.com/docs/overview.
• "DPA” or “Data Processing Addendum” means the then current addendum to this Agreement published at https://console.groq.com/docs/legal/customer-data-processing-addendum that describes the data processing and security obligations with respect to Personal Data contained in Customer Data processed by the Cloud Services.
• “Effective Date” means the date this Agreement is entered into by the parties, either by acceptance online, by signing an Order Form referencing the Agreement, or by signing the Agreement itself.
• "End Users" means the end users of a Customer Application who are authorized by Customer to access or use the Cloud Services and AI Model Services through such Customer Application.
• "Export Control Laws" means all applicable export and re-export control laws and regulations, including (a) the Export Administration Regulations maintained by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and (c) the International Traffic in Arms Regulations ("ITAR") maintained by the U.S. Department of State.
• "Fee Accrual Period" means a calendar month or other period or billing frequency specified by Groq in the Console or in an Order Form.
• "Fees" means the applicable fees for use of the Cloud Services and any AI Model Services. The Fees are published at https://groq.com/pricing/, in the Console, or specified in an Order Form.
• “Groq’s APIs” means any application programming interface provided by Groq as part of the Cloud Services.
• “Groq Contracting Party” means (a) Groq, Inc. for Customers domiciled outside the European Economic Area, Switzerland, or the Kingdom of Saudi Arabia; (b) Groq UK Limited for Customers domiciled in the European Economic Area or Switzerland; (c) Groq Limited for Customers domiciled in the Kingdom of Saudi Arabia; and (d) Groq Public Sector, LLC if designated on the Order Form.
• “Groq Indemnified Parties” means Groq and its Affiliates and their officers, employees, directors, agents, and representatives.
• "High Risk Activities" means activities where the use or failure of the Cloud Services and the AI Model Services could reasonably be expected to lead to death, personal injury, or environmental or property damage (such as the creation or operation of nuclear facilities, air traffic control, life support systems, or weaponry).
• "Indemnified Liabilities" means any (a) settlement amounts approved by the indemnifying party; and (b) damages and costs finally awarded against the indemnified party by a court of competent jurisdiction.
• “Input(s)” means any data submitted or prompts input into the AI Model Services by Customer or its Authorized Users. Inputs are Customer Data.
• "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.
• "Liability" means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.
• "Order Form" means (a) an order form issued by Groq under this Agreement and executed with Customer; (b) an order placed by Customer via a Groq website, or (c) when purchasing from a reseller, the ordering document signed by Customer and the reseller, or through the reseller’s website that Customer uses to purchase the Cloud Services, in each case specifying the Cloud Services Groq will provide to Customer.
• "Order Term" means the period of time indicated on the Order Form and any renewal unless earlier terminated in accordance with this Agreement.
• “Output(s)” means responses generated by the AI Model Services to Inputs. Outputs are Customer Data.
• "Payment Due Date" means the payment due date set out in the applicable Order Form, or if not specified, 30 days from the invoice date.
• “Personal Data” has the meaning given in the DPA.
• “PHI” or “Protected Health Information” has the meaning given in the BAA.
• “Service Credits” has the meaning given to it in the Service Credit Terms.
• “Service Credit Terms” means the then current terms for use of Services Credits for the Cloud Services published at https://console.groq.com/docs/legal/service-credit-terms.
• "Suspend" or "Suspension" means disabling or limiting access to or use of the Cloud Services or components of the Cloud Services.
• "Taxes" means all government-imposed taxes, except for taxes based on Groq's net income, net worth, asset value, property value, or employment.
• "Third-Party Offerings" means third-party services, software, products, and other offerings that are not incorporated into the Cloud Services.
• "Third-Party Legal Proceeding" means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).
• "URL Terms" means, collectively, the AUP, BAA, DPA, Service Credit Terms, any service level agreements or commitments, any technical support services guidelines, or supplemental service specific terms published by Groq from time to time.

2. Age Requirement

You must be 18 years of age or older to access or use the Cloud Services. By using the Cloud Services, you represent that you are age 18 or older. If you are not 18 or older, you may not access or use the Cloud Services.

3. Provision of the Cloud Services

3.1 Cloud Services Use. During the Order Term, Groq will provide the Cloud Services in accordance with the terms and conditions of this Agreement. Subject to Customer’s ongoing compliance with the terms and conditions of this Agreement, Groq grants you a non-exclusive, non-transferable, and limited right to access and use the Cloud Services in accordance with, and during the Term of, this Agreement, including the right to use Groq’s APIs to integrate the Cloud Services and AI Model Services into your Customer Application and to make the Cloud Services and AI Model Services available to End Users through your Customer Applications.

3.2 Accounts. Customer must have an Account to use the Cloud Services and is responsible for the information it provides to create the Account, the security of its passwords for the Account (including any keys for Groq’s APIs), and for any use of its Account. Groq has no obligation to provide multiple accounts to Customer. Customer will only make its Account available to Authorized Account Users. Customer is responsible for its Authorized Users’ use of the Cloud Services and AI Model Services, and for their compliance with Customer obligations under this Agreement. Customer may not resell or lease access to its Account.

3.3 Affiliate Usage and Separate Purchases. Groq provisions the Cloud Services to specific entities using dedicated workspaces and organizational IDs. Customer Affiliates may use the Cloud Services under Customer’s Account, which means Customer and its Affiliates usage will occur in the same workspace and under the organizational IDs issued by the Customer to such Affiliates. Customer will be responsible and liable for all acts and omissions of its Affiliates that access the Cloud Services in connection with this Agreement as if they were Customer’s own acts or omissions. If Customer Affiliates’ purchase and use of the Cloud Services is intended to be separate from Customer’s, then the Affiliate must execute a separate Order Form. Groq will then create a separate workspace and organizational ID for that Affiliate and provision the Cloud Services accordingly. If Customer Affiliates enter into an Order Form under this Agreement they will be bound by this Agreement.

3.4 Protection of Customer Data. Groq will only access, use, and otherwise process any Personal Data contained in the Customer Data in accordance with the DPA and any PHI contained in the Customer Data in accordance with the BAA. Groq has implemented and will maintain technical, organizational, and physical measures to protect Customer Data, as further described in the DPA and BAA, as applicable.

3.5 Updates.

3.5.a. To the Cloud Services. Groq may update the Cloud Services from time to time, including by adding or removing features, increasing or decreasing capacity limits, offering new services or discontinuing certain services. Except to the extent that you have prepaid for certain Cloud Services for which Groq may issue a refund, we will not be liable for any change to or any Suspension or discontinuation of the Cloud Services or your access to them.

3.5.b. To this Agreement. We may make updates to this Agreement and our pricing terms from time to time. Material updates to this Agreement will become effective 30 days after they are posted. Notwithstanding the preceding sentence, to the extent any updates apply to new functionality or are required to comply with applicable law, they will be effective immediately. If the updates include material changes that affect your rights or obligations, we will notify you of the changes by reasonable means, which could include notification through the Cloud Services or via email. Your continued use of the Cloud Services following the effective date of any updates to this Agreement constitutes acceptance of those changes. If Customer does not agree to the updated Agreement, Customer may stop using the Cloud Services. To the extent that Customer stops using the Cloud Services as a result of a change to the Agreement and Groq determines in its reasonable discretion that the change will have a material adverse effect on Customer's rights or obligations under this Agreement, Customers that have prepaid for Cloud Services may terminate this Agreement and the applicable Order Form by written notice to Groq and Groq will refund all prepaid unused Fees as of the date of termination.

3.5.c. To the URL Terms. Groq may make commercially reasonable updates to the URL Terms from time to time by posting any such update at the relevant URL. Unless otherwise noted by Groq, updates that relate to new functionality or services, the DPA or the BAA, or are required by applicable law, will be effective immediately. Any other material updates to the URL Terms will become effective 30 days after they are posted.

3.6 Beta Services. From time to time, we may make available products, services, features, or functionality to you that are not generally made available to our Customers or are designated as GroqLabs, alpha, beta, experimental, pilot, trial, preview, pre-release, pre-production, early access, or similar designation (“Beta Services”). The purpose of Beta Services testing is to evaluate the functionality, performance, and usability of the Beta Services. Beta Services are not Cloud Services under this Agreement. The Beta Services: (a) are not a final product and may contain defects, bugs, and other issues; and (b) are being provided solely on an “AS IS” and “AS AVAILABLE” basis without any warranty of any kind, and may be modified or discontinued in our sole discretion at any time. YOU ASSUME ALL RISKS AND COSTS ASSOCIATED WITH YOUR USE OF THE BETA SERVICES. Additionally, we are not obligated to provide any indemnity, maintenance, technical, or other support for the Beta Services. Except as otherwise expressly indicated in Documentation, Groq’s DPA and BAA do not apply to Beta Services.

3.7 Third-Party Offerings. Customer may, in its sole discretion, elect to use Third-Party Offerings through or with the Cloud Services and acknowledges and agrees that Third-Party Offerings are not Cloud Services provided by Groq and may be subject to additional separate terms. By accessing a Third-Party Offering, Customer agrees to the applicable Third-Party Offering terms. Customer’s access or use of Third-Party Offerings are governed by this Agreement and the relevant Third-Party Offering terms. Groq disclaims all Liability arising from Customer’s use of Third-Party Offerings and Groq’s indemnification obligations under the Agreement do not apply to allegations arising from Third-Party Offerings.

4. AI Model Services

4.1 AI Model Terms. Customer and its Authorized Users will comply with the applicable AI Model Terms for each AI Model Service that is used under this Agreement. Customer and its Authorized Users are solely responsible for their use of the AI Model Services and for complying with the AI Model Terms. In the event of any conflict or inconsistency between the terms of this Agreement and the AI Model Terms, the AI Model Terms will control solely with respect to such use of an AI Model Service. Groq may share information, that does not include Customer Data, about your use of an AI Model Service that is a Third-Party Offering with the developer, publisher, or provider of that AI Model Service.

4.2 Inputs and Outputs. Customer and its Authorized Users are responsible for all Inputs. Customer represents and warrants that it and its Authorized Users have all rights, licenses, and permissions required to submit Inputs to the AI Model Services. Customer and its Authorized Users are solely responsible for all use of the Outputs and for evaluating the accuracy and appropriateness of Output for their use case. Groq does not access, use, store, or retain Inputs or Outputs except as necessary to provide the Cloud Services, in accordance with the Customer's permission or instruction, comply with applicable law, ensure the reliable operation of the Cloud Services, or confirm Customer’s compliance with the AUP. Eligible Customers may enable Groq's zero data retention setting in the Console to prevent access by Groq to Inputs and Outputs for the purposes of ensuring reliable operation of the Cloud Services or compliance with the AUP. For clarity, Groq is not permitted to use Inputs or Outputs for training or fine-tuning any AI Model Services or other models, unless explicitly granted permission or instructed by Customer.

4.3 AI Model Services Disclaimer. Customer acknowledges that AI Model Services may, in some scenarios, produce the same or similar generated Output for multiple customers. The AI Model Services may sometimes provide inaccurate or offensive content that does not represent Groq’s views. Customer and its Authorized Users agree to use discretion before relying on, publishing, or otherwise using Output provided by the AI Model Services. The AI Model Services should not be used for medical, legal, financial, or other professional advice. Output generated by code generation features of AI Model Services may be subject to third-party licenses, including open source licenses. For the avoidance of any doubt and to the extent permitted by applicable law, the AI Model Services are provided without any express or implied warranty regarding the quality or the accuracy of the AI Model Services (including Outputs). By using the AI Model Service, you acknowledge that the Outputs generated may be incomplete or inaccurate.

4.4 Deprecation. Groq may deprecate the AI Model Services at any time and will use commercially reasonable efforts to provide Customer with reasonable prior notice before such deprecation. Please see Groq’s model deprecation documentation for the latest information regarding AI Model Services availability. In the event that a specific AI Model Service is deprecated, Groq will use commercially reasonable efforts to provide an alternative model to ensure continued service and functionality, if available. If Customer has prepaid for use of a specific AI Model Service through the Cloud Services in an Order Form signed by the Customer, and such AI Model Service is deprecated without an alternative model, Groq will provide a pro rata refund for any prepaid unused Fees attributable to such deprecated AI Model Service.

4.5 Fine-tuned AI Model Services or Customer Supplied AI Model Services. At Groq’s sole discretion, Groq may agree to host Customer's fine-tuned version of an AI Model Service or any other Customer-supplied AI Model Service and may provide reasonable engineering and technical support to facilitate the integration of such Customer supplied AI Model Service through the Cloud Services for Customer Applications. Customer grants Groq and its Affiliates a worldwide, non-exclusive, non-sublicensable, non-transferable right to use the Customer supplied AI Model Service solely for the purpose of maintaining and providing the Cloud Services to Customer during the Order Term. Customer represents and warrants it has all rights in the Customer supplied AI Model Service necessary to grant the rights contemplated by this Agreement for Groq and its Affiliates to provide the Cloud Services to Customer for its sole use of such Customer supplied AI Model Service. Groq disclaims all Liability arising from the Customer supplied AI Model Services and Groq’s indemnification obligations under the Agreement do not apply to allegations arising from Customer supplied AI Model Services.

4.6 Agentic AI Model Services and Cloud Services. Customer is solely responsible for (a) authorizing an agentic AI Model Service or Cloud Service’s access and connection to any data, applications, and systems, (b) the actions and tasks performed by any agentic features of an AI Model Service or Cloud Service that it uses, and (c) complying with any legal, regulatory, or licensing requirements applicable to its use of the agentic features of an AI Model Service or Cloud Service.

5. Payment Terms

5.1 Pricing. Prices for the Cloud Services and AI Model Services are as published at https://groq.com/pricing/ or otherwise agreed to in an Order Form. Certain Cloud Services and AI Model Services may be designated as fee-free or otherwise available without triggering a payment for a limited time or based on usage limits. Specific Customer pricing agreed to in an Order Form is applicable for the specified Order Term, may be required to be payable in advance, and is subject to quantities purchased not being decreased during the Order Term. For pricing agreed to in an Order Form, to the extent Customer’s use exceeds the usage specified in the Order Form, Groq or Customer’s reseller will bill Customer for the excess use in arrears calculated based on the fee per token use published at https://groq.com/pricing/ or as otherwise agreed to in such Order Form. Groq reserves the right to correct pricing errors or mistakes at any time.

5.2 Billing. Groq will issue an electronic bill or invoice to Customer or Customer’s reseller for all Fees, including, if applicable, Fees based on Customer's use of the Cloud Services, AI Model Services or other services during the applicable Fee Accrual Period. Customer will pay all Fees in US Dollars (USD) or the currency specified in the Order Form. If Customer pays by credit card, debit card, or other non-invoiced form of payment, Customer will pay all Fees immediately at the end of the Fee Accrual Period or, if Customer has agreed to automatic payments, when otherwise charged by Groq. If Customer pays by invoice, Customer will pay Groq all invoiced amounts by the Payment Due Date. Unless required by law, Customer's obligation to pay all Fees is non-cancellable. For Cloud Services, Groq's metering or measurement tools (as can be seen in the dashboard in Console) will be used to determine Customer's usage of the Cloud Services or AI Model Services, as applicable. Groq has no obligation to provide multiple bills. Payments made via wire transfer must include the bank information provided by Groq.

5.3 Taxes. Fees are exclusive of Taxes, which Groq will charge as required by applicable law in connection with the Cloud Services and AI Model Services. Groq will use the name and address in the Account as the place of supply for tax purposes. Customer is responsible for any Taxes, and will pay Groq for the Cloud Services and AI Model Services without any reduction for Taxes. If Groq is obligated to collect or pay any Taxes, the Taxes will be invoiced to Customer and Customer will pay such Taxes to Groq, unless Customer provides Groq with a timely and valid tax exemption certificate in respect of those Taxes. If any such deduction or withholding for Taxes is required by law, Customer will increase the payment to Groq, so that the net amount received equals the amount invoiced. Customer will provide Groq with any tax identification information that Groq may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse Groq for) any taxes, interest (where permissible), penalties, or fines arising out of any mis-declaration by Customer.

5.4 Payment Disputes & Refunds. Any payment dispute must be submitted in good faith before the date on which a payment is due. If Groq, having reviewed the dispute in good faith, determines that certain billing inaccuracies are attributable to Groq, Groq will either issue a corrected invoice or a credit specifying the incorrect amount in the affected invoice. If a disputed invoice has not yet been paid, Groq will apply the credit amount to a disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. Refunds given by Groq for billing inaccuracies under this Section 5.4 (Payment Disputes & Refunds) will be in the form of credit for the Cloud Services. Nothing in this Agreement obligates Groq to extend credit to any party.

5.5 Delinquent Payments; Suspension. Late payments (which do not include amounts subject to a good faith payment dispute submitted before the date on which a payment is due), may bear interest, where permissible, at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the date on which such payment is due until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Groq in collecting such delinquent amounts. Further, in the event of any late payment for the Cloud Services, Groq may Suspend provision of the Cloud Services until payment is received. Groq reserves any other rights of collection it may have.

5.6 Service Credits. Customer may prepay for Cloud Services by purchasing Service Credits. Service Credits are subject to the Service Credit Terms.

6. Customer Obligations

6.1 Compliance. Customer will (a) ensure that Customer's use of the Cloud Services and the AI Model Services complies with this Agreement and any applicable AI Model Terms; (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Cloud Services; and (c) promptly notify Groq of any unauthorized use of, or access to, the Cloud Services, Account, or Customer's password of which Customer becomes aware.

6.2 Privacy. Customer represents and warrants that it has obtained all necessary consents and provided all required notices to permit: (a) Customer's use and receipt of the Cloud Services and AI Model Services; and (b) Groq's accessing, storing, and processing of data provided by Customer (including Customer Data) under this Agreement, as applicable.

6.3 Restrictions. Customer will not, and will not allow its Authorized Users to, (a) copy, modify, or create a derivative work of the Cloud Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of, the Cloud Services (except to the extent such restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer, or distribute any of the Cloud Services except as expressly approved by Groq; (d) access or use the Cloud Services or AI Model Services: (i) for High Risk Activities; (ii) in violation of the AUP; (iii) in a manner intended to avoid incurring Fees; (iv) for materials or activities that are subject to ITAR maintained by the United States Department of State; (v) in a manner that breaches, or causes the breach of, Export Control Laws; or (vi) to create, receive, maintain, transmit, store, or process PHI except as permitted by the BAA and in compliance with applicable laws; (e) use the Cloud Services to, directly or indirectly, develop or improve products, services, or other offerings that are similar or compete with the Cloud Services; or (f) modify, tamper with, remove, obscure, or otherwise alter any transparency or provenance information that may be included in information such as metadata, digital signatures, or watermarks associated with the Output generated by AI Model Services accessed through Cloud Services that is used to identify it as being generated using a generative artificial intelligence model. To the extent Customer or its Authorized Users use the Cloud Services and AI Model Services as part of a Customer Application that is directed towards or is likely to be accessed by individuals under the age of majority in their state or territory, Customer will be solely responsible for ensuring that the Customer Application complies with all applicable laws and regulations related to (x) the use of the Customer Application by individuals under the age of majority in their state or territory, and (y) any collection of Personal Data from individuals under the age of majority in their state or territory.

6.4 Documentation. Customer will comply with any Documentation provided by Groq for Customer's use of the Cloud Services.

6.5 Copyright. Groq responds to notices of alleged copyright infringement and terminates the Accounts of repeat infringers in appropriate circumstances as required to maintain safe harbor for online service providers under the U.S. Digital Millennium Copyright Act. Customer will follow Groq's Notice and Procedure for Making Claims of Copyright Infringement for notifying us if you believe that your work has been copied in a way that constitutes copyright infringement.

7. Suspension

In addition to its other rights of Suspension, Groq may also Suspend all or part of Customer's use of the Cloud Services or AI Model Services without prior notice if Groq reasonably believes or determines that (a) Suspension is necessary to protect the Cloud Services or AI Model Services, Groq’s infrastructure supporting the Cloud Services, or any other customer of the Cloud Services (or its authorized users); (b) there is suspected unauthorized third-party access to the Cloud Services; (c) immediate Suspension is required to comply with any applicable law; or (d) Customer is in breach of Section 6.3 (Restrictions), the AUP, or any applicable service specific term. Groq will lift any such Suspension when the circumstances giving rise to the Suspension have been resolved to Groq’s satisfaction. At Customer's request, Groq will, unless prohibited by applicable law, notify Customer of the basis for the Suspension as soon as is reasonably possible. Groq will have no Liability for any damages, losses or liabilities (including loss of data or profits), or any other consequences that Customer may incur because of a Suspension.

8. Intellectual Property Rights and Permissions; Feedback

8.1 Intellectual Property Rights and Permissions. Except as expressly stated in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, Customer retains all Intellectual Property Rights in Customer Data (including in Inputs and Outputs), any Customer Application, Customer Training Data, and Customer supplied AI Model Service. Groq retains all Intellectual Property Rights in the Cloud Services. Customer obtains only a limited right to access and use the Cloud Services. Customer grants Groq the limited rights that may be reasonably necessary for Groq to deliver the Cloud Services and AI Model Services. This limited permission also extends to Groq's Affiliates, sub-processors, and contractors.

8.2 Customer's Training Data. Customer may in its sole discretion supply Groq with data for the purposes of prompting, fine-tuning, or customizing the AI Model Services or Cloud Services for Customer's needs ("Customer Training Data"). Groq will not use such Customer Training Data other than to provide the Cloud Services to Customer. Customer grants Groq and its Affiliates a worldwide, non-exclusive, non-sublicensable, non-transferable license to use the Customer Training Data solely for the purpose of providing the Cloud Services to Customer during the Order Term. Customer represents and warrants it has all rights in the Customer Training Data necessary to grant the rights contemplated by this Agreement for Groq and its Affiliates to provide the Cloud Services to Customer for its sole use.

8.3 Feedback. Either party may provide feedback or suggestions to the other party ("Feedback"). Feedback may be used by the receiving party without any restriction, obligation, or compensation to the party who provided Feedback.

9. Support Services

Groq will provide onboarding support in accordance with the Customer’s support tier listed under the billing plans in Console, which includes guidance on initial setup, configuration, functional testing of the Cloud Services, assistance with API authentication, environment configuration, and testing of initial workflows. Customer may purchase additional professional services, integration services, fine-tuning services, or service level commitments from Groq, each of which will be governed by a separate agreement or supplemental terms published by Groq or otherwise made available to Customers in the Console.

10. Confidential Information

10.1 Obligations. The recipient will only use the disclosing party's Confidential Information to exercise the recipient's rights and fulfill its obligations under this Agreement and will use reasonable care to protect against the disclosure of the disclosing party's Confidential Information. The recipient may disclose Confidential Information only to its and its Affiliates' employees, agents, subcontractors, or professional advisors ("Representatives") who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to obligations of confidentiality at least as protective as those provided in this Agreement. The recipient will ensure that its Representatives use the received Confidential Information with reasonable care only to exercise rights and fulfill obligations under this Agreement. The recipient is responsible for all acts and omissions of its Representatives.

10.2 Required Disclosure. In the event that recipient or any of its Representatives is required to disclose Confidential Information to the extent necessary to comply with the requirements of law, legal process (including deposition, interrogatory, request for documents, subpoena, civil investigative demand, or similar process) or valid order of a court of competent jurisdiction, the recipient will (a) notify the disclosing party prior to making such disclosure in order to permit disclosing party to seek confidential treatment of such Confidential Information; and (b) in any event disclose only that portion of disclosing party's Confidential Information that is legally required to be disclosed.

11. Term and Termination

11.1 Agreement Term. The term of this Agreement (the "Term") will begin on the Effective Date and continue until the earlier of (a) the end of the applicable Order Term; or (b) termination of this Agreement as stated in this Section 11 (Term and Termination).

11.2 Termination for Breach.

11.2.a Termination of an Order Form. Either party may terminate an Order Form if the other party is in material breach of this Agreement and fails to cure that breach within 30 days after receipt of written notice.

11.2.b Termination of this Agreement. To the extent permitted by applicable law, either party may terminate this Agreement immediately on written notice if (i) the other party is in material breach of this Agreement and fails to cure that breach within 30 days after receipt of written notice of the breach; or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.

11.2.c Any such termination exercised by a party under clauses (a) or (b) of this Section 11.2 (Termination for Breach) will occur automatically without the need for a judicial hearing or further order or notice.

11.3 Termination for Convenience. Customer may stop using the Cloud Services at any time. Subject to any financial commitments in an Order Form, Customer may terminate this Agreement for its convenience at any time on prior written notice and, upon termination, must cease use of the applicable Cloud Services. Groq may terminate this Agreement or any applicable Order Form for its convenience at any time with 30 days' prior written notice to Customer.

11.4 Termination Due to Applicable Law; Violation of Laws; Incurable Breach. Groq may terminate this Agreement immediately upon written notice if Groq reasonably believes that (a) continued provision of any Cloud Service or AI Model Service used by Customer would violate applicable law(s); (b) Customer has violated or caused Groq to violate any Anti-Bribery Laws or Export Control Laws; or (c) Customer has breached this Agreement in a manner that is incapable of remedy, including breach of Section 10 (Confidential Information).

11.5 Effect of Termination. If this Agreement terminates, then all Order Forms also terminate. If this Agreement or an Order Form is terminated, then (a) all rights and access to the Cloud Services and AI Model Services governed by the applicable Order Form(s) will terminate (including access to Customer Data, Customer Training Data and any Customer supplied AI Model Service, if applicable); and (b) Groq will delete any Customer Data, Customer Training Data, and Customer supplied AI Model Service, as applicable, in its systems within 30 days, unless otherwise described in this Agreement or the Order Form or if Groq is required to retain any such information under applicable law. All Fees owed by Customer to Groq under this Agreement or Order Form, as applicable, are immediately due upon Customer's receipt of the final invoice. If Groq terminates this Agreement under Section 11.3 (Termination for Convenience), it will refund Customer any prepaid unused Fees.

12. Additional Representations and Warranties

Each party represents and warrants that (a) it has full power and authority to enter into this Agreement; and (b) it will comply with all laws applicable to its provision, receipt, or use of the Cloud Services and AI Model Services, as applicable.

13. Disclaimer of Warranties

Except as expressly provided for in this Agreement, Groq does not make and expressly disclaims to the fullest extent permitted by applicable law (a) any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, title, non-infringement, or error-free or uninterrupted use of the Cloud Services; and (b) any representations about content on or accessible through the Cloud Services. In addition, Groq disclaims all Liability related to the AI Model Services and Customer’s use of such AI Model Services.

14. Limitation of Liability

14.1 LIMITATION ON INDIRECT LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 14.3 (UNLIMITED LIABILITIES), NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR ANY (A) INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES; OR (B) LOST REVENUES, PROFITS, SAVINGS, OR GOODWILL.

14.2 LIMITATION ON AMOUNT OF LIABILITY. EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING TO THE AGREEMENT IN CONNECTION WITH THE CLOUD SERVICES IS LIMITED TO THE FEES CUSTOMER PAID FOR SUCH CLOUD SERVICES DURING THE 12-MONTH PERIOD BEFORE THE EVENT GIVING RISE TO LIABILITY, EXCEPT GROQ'S TOTAL AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO BETA SERVICES AND ANY CLOUD SERVICES PROVIDED FREE OF CHARGE IS LIMITED TO $5,000.

14.3 UNLIMITED LIABILITIES. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS EITHER PARTY'S LIABILITY FOR: (A) ITS FRAUD OR FRAUDULENT MISREPRESENTATION, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (B) ITS OBLIGATIONS UNDER SECTION 15 (INDEMNIFICATION); (C) ITS INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS; (D) ITS PAYMENT OBLIGATIONS UNDER THIS AGREEMENT; (E) BREACH OF SECTION 10 (CONFIDENTIAL INFORMATION); OR (F) MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

15. Indemnification

15.1 Groq Indemnification Obligations. Groq will defend Customer Indemnified Parties using the Cloud Services (specifically excluding AI Model Services and Third-Party Offerings) and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from an allegation that such Cloud Service, as used in accordance with this Agreement, infringes the third party's Intellectual Property Rights.

15.2 Customer Indemnification Obligations. Customer will defend Groq Indemnified Parties providing the Cloud Services and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from (a) Customer Data, any Customer Application, Customer Training Data, and Customer supplied AI Model Service; or (b) Customer's or an Authorized User's use of the Cloud Services or AI Model Services in breach of Section 6.3 (Restrictions), the AUP, or any applicable service specific terms.

15.3 Exclusions. Sections 15.1 (Groq Indemnification Obligations) and 15.2 (Customer Indemnification Obligations) will not apply to the extent the underlying allegation arises from (a) the indemnified party's fraud, willful misconduct, violations of law, or breach of this Agreement; (b) a modification or combination of the indemnifying party's technology with materials not provided by the indemnifying party or made by the indemnifying party under this Agreement, unless the modification or combination is required by this Agreement and would not have arisen but for the modification or combination; or (c) in the case of Groq or any of its Affiliates as the indemnifying party, any Cloud Services provided to Customer free of charge.

15.4 Conditions. Sections 15.1 (Groq Indemnification Obligations) and 15.2 (Customer Indemnification Obligations) are conditioned on the following:

15.4.a Any indemnified party must promptly notify the indemnifying party in writing of any allegation(s) that preceded the Third-Party Legal Proceeding and reasonably cooperate with the indemnifying party to resolve the allegation(s) and the Third-Party Legal Proceeding; provided that the indemnified party’s breach of this Section 15.4.a will only reduce the indemnifying party's obligations under Section 15.1 (Groq Indemnification Obligations) or 15.2 (Customer Indemnification Obligations), as applicable, to the extent such breach prejudices the indemnifying party’s defense of the Third-Party Legal Proceeding.

15.4.b Any indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit Liability, pay money, or take (or refrain from taking) any action, will require the indemnified party's prior written consent, not to be unreasonably withheld, conditioned, or delayed.

15.5 Remedies.

15.5.a If Groq reasonably believes the Cloud Services might infringe a third party's Intellectual Property Rights, then Groq may, at its sole option and expense (i) procure the right for Customer to continue using the Cloud Services; (ii) modify the Cloud Services to make them non-infringing without materially reducing their functionality; or (iii) replace the Cloud Services with a non-infringing alternative that has materially equivalent functionality. If Groq does not believe the remedies in this Section 15.5.a are commercially reasonable, then Groq may Suspend or terminate Customer's use of the impacted Cloud Services upon written notice to Customer and refund any prepaid Fees for any unused Cloud Services. Customer will promptly comply with all reasonable instructions provided by Groq with respect to the above, including any instruction to replace, modify, or cease use of the Cloud Services.

15.5.b Sole Rights and Obligations. Without affecting either party's termination rights and to the extent permitted by applicable law, Section 15.1 (Groq Indemnification Obligations) states the Customer's sole and exclusive remedy under this Agreement for any third-party allegations of Intellectual Property Rights infringement covered by this Section 15 (Indemnification).

16. Dispute Resolution; Governing Law and Venue

16.1 Informal Dispute Resolution. If you have a concern that needs special attention, Groq is committed to working with you to reach a reasonable resolution. However, we can only do this if we know about it. Therefore, for any concern you may have related to this Agreement, you agree to first send a written description of it to our legal team so we have an opportunity to address it. You agree to work with Groq in good faith to resolve the concern. If for some reason the concern is not resolved satisfactorily within 60 days after we receive your email, and all necessary information, you may file a claim in accordance with the governing law and venue provisions below. The parties acknowledge and agree that a court order will not be required to give effect to any term or termination of this Agreement or of any Order Form.

16.2 Governing Law and Venue. The law applicable to and courts having jurisdiction over any dispute or lawsuit arising out of or in connection with this Agreement is dependent on the Groq Contracting Party and where the Customer is domiciled. Each party agrees to the applicable governing law without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts, as described below. The parties specifically disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods to the interpretation or enforcement of this Agreement. You further agree to accept service of process by mail and waive all jurisdictional and venue defenses otherwise available.

If the Groq Contracting Party is Groq Limited, a Saudi limited liability company registered in Riyadh under commercial register number 1009094094 and dated 02/03/1446H, having its head office at 8476 Al Raidah Tower - Second Floor, King Fahad Road, Al Muhammadiya District, Riyadh 12363-4228, Kingdom of Saudi Arabia, any dispute, controversy, or claim arising out of or relating to this Agreement, including any dispute relating to the breach, existence, validity, performance, interpretation, or termination of the Agreement or any non-contractual obligation arising out of or relating to the Agreement, will be governed by the laws of the Kingdom of Saudi Arabia, and referred to and finally resolved by binding arbitration under such laws. The arbitration will be administered by the Saudi Center for Commercial Arbitration in accordance with its arbitration rules (“SCCA Arbitration Rules”), which are deemed to be incorporated by reference into this Section. There will be 3 arbitrators, appointed in accordance with the SCCA Arbitration Rules. The seat, or legal place, of arbitration will be the Saudi Center for Commercial Arbitration in Riyadh, Kingdom of Saudi Arabia, and the arbitration will be conducted in the English language. The arbitrators may award attorney’s fees and costs as part of the award in connection with the SCCA Arbitration Rules. The award of the arbitrators will be final and binding on the parties. Neither party nor its Representatives may disclose the existence, content, or results of any arbitration without the prior written consent of the other party, except as may be required to (a) comply with applicable law, including stock exchange regulations or governmental order, decree, regulation or rule, or (b) challenge an award in legal proceedings before a court or other judicial or governmental authority.

17. Miscellaneous

17.1 Notices. Notices to Customer must be sent to the email address(es) associated with Customer’s Account and notices to Groq must be sent by email to this address. Notice will be treated as received when the email is sent. Customer is responsible for keeping its email address current throughout the Term.

17.2 Assignment. Neither party may assign any part of this Agreement without the written consent of the other, except to an Affiliate or as part of a sale of all or substantially all of its business where (a) the assignee has agreed in writing to be bound by the terms of this Agreement; and (b) the assigning party has notified the other party of the assignment in writing at least 30 days in advance. Any other attempt to assign is void. This Agreement will be binding upon the parties and their respective successors and permitted assigns.

17.3 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, war, labor conditions, or power failures.

17.4 No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties. Groq and Customer are not legal partners or agents but are independent contractors.

17.5 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

17.6 Severability. If any part of this Agreement is invalid, illegal, or unenforceable, the rest of this Agreement will remain in effect.

17.7 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.

17.8 Equitable Relief. Nothing in this Agreement will limit either party's ability to seek equitable relief.

17.9 Survival. Those provisions, which by their nature are intended to survive the termination or expiration of this Agreement to fulfill their essential purpose, will survive the termination or expiration of this Agreement, including: Section 4 (AI Model Services), Section 5 (Payment Terms), Section 8 (Intellectual Property Rights and Permissions; Feedback), Section 10 (Confidential Information), Section 11.5 (Effect of Termination), Section 12 (Additional Representations and Warranties), Section 13 (Disclaimer of Warranties), Section 14 (Limitation of Liability), Section 15 (Indemnification), Section 16 (Dispute Resolution; Governing Law and Venue), Section 17 (Miscellaneous), and Section 18 (Resold Customers).

17.10 Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in this Agreement. The URL Terms and Order Form(s) are incorporated by reference into this Agreement. After the Effective Date, Groq may provide an updated URL in place of any URL in this Agreement. Customer agrees that any terms and conditions contained in any purchase order Customer sends to Groq will not apply to this Agreement and are null and void.

17.11 Conflicting Terms. If there is a conflict among the documents that make up the Agreement, then the documents will control in the following order (of decreasing precedence) as relevant to the subject matter of the conflict: the DPA, the BAA, the AUP, this Agreement, the applicable Order Form, and then the AI Model Terms.

17.12 Interpretation. Headings and titles used in this Agreement are for reference purposes only and will not have any effect on the interpretation of this Agreement. The phrases "including", "such as", or "or" are not limiting.

17.13 U.S. Government Customers. This Section applies if Customer is a U.S. federal government entity. The terms used in this Section are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement. The Cloud Services are provided to the U.S. Government as "commercial items," "commercial computer software," "commercial computer software documentation," and "technical data", and are subject to this Agreement, with the same rights and restrictions generally applicable to the Cloud Services. If Customer or any Authorized User is using Cloud Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government's needs or are inconsistent in any respect with federal law, Customer and such Authorized Users must immediately discontinue use of the Cloud Services. If greater rights are needed, a mutually acceptable written addendum specifically conveying such rights must supplement this Agreement.

17.14 Conflicting Languages. If this Agreement is made in the English language and any other local language, both versions are equally authentic. In the event of any inconsistency or differing interpretation between the different language versions, the English language version controls and the parties agree to amend the local language version to make it consistent with the English version.

17.15 Regional Terms. Customer agrees to the following modifications to this Agreement if Customer's billing address is in the applicable region as described below:

Kingdom of Saudi Arabia

A new Section 3.8 is added as follows:

3.8. Communication, Space & Technology Commission’s Requirements. Groq is not liable for Customer Data or content that violates applicable laws or infringes Intellectual Property Rights and reserves the right to remove or restrict access to such content upon lawful orders, without liability for resulting damages.

Groq’s rights to Inputs and Outputs in Section 4.2 (Inputs and Outputs) are amended as follows: “Groq does not access, use, store, or retain Inputs or Outputs unless necessary to provide the Cloud Services or comply with applicable law.”

Australia

A new Section 13.2 is added as follows and Section 13 (Disclaimer of Warranties) is renumbered as Section 13.1:

13.2. This Section 13.2 applies only if the Cloud Services are subject to statutory guarantees under the Australian Competition and Consumer Act 2010 (“ACCA”). Applicable laws, including the ACCA, may confer rights and remedies into this Agreement that cannot be excluded, and which are not excluded by this Agreement. To the extent that the applicable laws permit Groq to limit their operation, Groq’s and its Affiliates’ Liability under those laws will be limited at its option, to the supply of the Cloud Services again, or payment of the cost of having the Cloud Services supplied again.

Section 16.2 (Governing Law and Venue) is amended by inserting the following text at the end of that Section 16.2: “IF APPLICABLE LAW PREVENTS A DISPUTE FROM BEING RESOLVED IN A CALIFORNIA COURT, THEN CUSTOMER MAY FILE THE DISPUTE IN CUSTOMER’S LOCAL COURTS. IF APPLICABLE LAW PREVENTS CUSTOMER’S LOCAL COURT FROM APPLYING CALIFORNIA LAW TO RESOLVE A DISPUTE, THEN THE DISPUTE WILL BE GOVERNED BY THE APPLICABLE LOCAL LAWS OF CUSTOMER’S COUNTRY, STATE, OR OTHER PLACE OF RESIDENCE.”

Section 17.10 (Entire Agreement) is amended by inserting the following text at the end of that Section 17.10: “Nothing in this Agreement excludes a party’s Liability for prior written or oral misrepresentation.”

18. Resold Customers

This Section 18 (Resold Customers) applies only if (a) Customer orders Cloud Services from a Groq authorized unaffiliated third-party reseller under an active agreement with such reseller (such Cloud Services, “Resold Services”), and (b) Customer is entering into this direct agreement with Groq to provision those Resold Services.

18.1 Groq will provide to Customer the Resold Services described in the Order Form to the extent that there is a valid and binding order for such Resold Services between Groq and the authorized reseller. Groq may Suspend Cloud Services to Customer without Liability if at any time Customer or the reseller fails to maintain a billing account linked to its Account or with the reseller.

18.2 All prices for Resold Services will be solely determined between Customer and the reseller and all payment, billing, and invoicing terms under Customer's agreement with the reseller will prevail over this Agreement.

18.3 If Groq's agreement with the reseller or Customer's agreement with the reseller is terminated or expires, then the Cloud Services will no longer be provided to Customer, unless Customer enters into an Order Form for the Cloud Services directly with, and pays the applicable Fees to, Groq in accordance with the terms of this Agreement.

18.4 Subject to Section 14 (Limitation of Liability), Groq will not be liable for damages under this Agreement to the extent Customer has claimed damages from the reseller in respect of the same event or series of events.

18.5 Groq may share Customer Confidential Information, that does not include Customer Data, with the reseller subject to confidentiality obligations in this Agreement. Customer acknowledges and agrees that reseller may disclose Customer and Authorized User personal data to Groq as reasonably required for the reseller to handle any support issues that Customer escalates to or via the reseller.

18.6 At Customer's discretion, the reseller may access the Customer's Account. As between Groq and Customer, Customer is solely responsible for (a) any access by the reseller to Customer's Account; and (b) outlining any additional rights or obligations as between the Customer and the reseller with respect to the Resold Services. Groq will not have any Liability arising out of the reseller's (i) Suspension or termination of Customer's access to the Cloud Services; (ii) access to and visibility of Customer's Account and Customer's Account's billing information; (iii) offering or provisioning of reseller or third party products or services; or (iv) additional rights or obligations to Customer.