GroqCloud Terms of Sale

These terms and conditions (Terms) are an agreement between Groq, Inc.,(“Groq”) and you (“Customer” or “you”) that governs your use of our Services (as defined below). By executing the Order for the Services, you agree to be bound by these Terms. These Terms also refer to and incorporate Groq’s Privacy Policy, Terms of Use and any ordering document signed by you and Groq ( “Order Form”) or Groq webpage through which you purchased the Services (an “Online Order Form”) (collectively, the “Agreement”).

1. Purchase and Use of Services

1.1 Services. Services means services Groq makes available for purchase or use, along with any of our associated software, tools, developer services, documentation, application programming interfaces (“APIs”), and websites, but excluding any Hosted Model, Customer Data or Non-Groq application (as defined below).

1.2 Purchase of Services. Services and access to the Hosted Model are purchased pursuant to these Terms and include either applicable standard support for the Services that Groq provides to customers at no additional charge or upgraded support if purchased. “ Hosted Model” means the artificial intelligence models obtained from publicly available or third party providers and made available to Customer through Services. Groq will use commercially reasonable efforts to make the Services and Hosted Model available, except for: (a) planned downtime for which Groq can give reasonable notice; and (b) any unavailability beyond Groq’s reasonable control. 1.3 Use Rights. We grant you a non-exclusive right to access and use the Services during the Term (the “Use Rights”). Your Use Rights are non-transferable. Your Use Rights include the right to use Groq’s APIs to integrate the Services into your applications, products, or services (each a “Customer Application”) and to make the Services available to End Users through your Customer Applications. An “End User” means the legal entity who is authorized by Customer to use the Services through Customer Application.

1.4 Customer Responsibilities. Customer will (a) be responsible for End Users’ compliance with this Agreement, and (b) be responsible for the accuracy and legality of Customer Data, use of Customer Data with the Services, and Customer use of the Hosted Model. Customer further agrees to use the Services in accordance with the Terms of Use found here. You may not make account access credentials available to third parties, share individual login credentials between multiple users on an account, or resell or lease access to your account. You will promptly notify us if you become aware of any unauthorized access to or use of your account or our Services.

1.5 Third-Party Terms. The Hosted Model and any Non-Groq Applications are provided by third parties and are subject to separate terms of use. “Non-Groq Application” means application or functionality provided by the Customer or a third-party that interoperates with the Services. Customer will comply with the terms and conditions or license of any Non-Groq Application and Hosted Model with which Customer uses Services. Non-Groq Applications accessible through the Services, including our APIs, may be subject to intellectual property rights, and, if so, you may not use it unless you are licensed to do so by the owner of that content or are otherwise permitted by law. Your access to the content provided by the API may be restricted, limited, or filtered in accordance with applicable law, regulation, and policy. Additionally, some of the software required by or included in our APIs may be offered under an open source license. Open source software licenses constitute separate written agreements. For certain APIs, open source software is listed in the documentation. To the limited extent the open source software license expressly supersedes the Terms, the open source license instead sets forth your agreement with Groq for the applicable open source software.

1.6 Suspension. Any breach of this Agreement that in Groq’s judgment threatens the security, integrity or availability of Services may result in the suspension of Services to Customer and End Users. Groq will restore access to the Services after the event giving rise to the suspension has been resolved to Groq’s reasonable satisfaction.

2. Payment and Pricing

2.1 Fees. All Services shall be paid for in accordance with the Pricing Page or your Order Form, which may also designate the Services as fee-free or otherwise available without triggering a payment due for a limited time. Except as otherwise specified herein or in the applicable Order Form; (a) pricing and fees are calculated based on usage during the Term; (b) payment obligations are non-cancellable and fees are non-refundable: and (c) quantities purchased cannot be decreased during the Term. 2.2 Taxes. Unless required by applicable law, fees are exclusive of taxes. Customer will be solely responsible for any and all applicable taxes, including but not limited to sales and use taxes, value added tax, excise tax, consumption tax, customs duties or similar charges or fees, which Groq will charge as required by applicable law.

2.3 Price Changes. Price changes will be effective thirty (30) days after they are posted to the Pricing Page, unless otherwise agreed to in an Order Form. For Services purchased according to an Order Form with annual commitments, pricing may not be changed during the Term of the then-current Order Form. Groq reserves the right to correct pricing errors or mistakes at any time.

2.4 Payment Terms. You authorize Groq or our third-party payment processor to charge the payment method on the periodic basis set forth in the Order Form or the Pricing Page. Fees are payable in U.S. dollars.

2.5 Late Payments. Overdue amounts may be subject to a finance charge of 1.5% of the unpaid balance per month, and we may suspend the Services immediately without liability to Groq until such payment is made. 2.6 Prepayment. You may need to prepay for Services through the purchase of credits (“Prepayment Credits”). Prepayment Credits are subject to the Prepayment Credit Terms.

3. Restrictions

3.1 Restrictions. We own all right, title, and interest in and to the Services and the APIs. You only receive Use Rights to the Services as explicitly granted in this Agreement. You will not, and will not permit End Users to: (a) use the Services, the APIs or a Non-Groq Application to transmit material in violation of any third-party intellectual property rights; (b) permit direct or indirect access to or use the Services or the APIs in any way that circumvents a contractual usage limit or use Groq’s intellectual property except as permitted by this Agreement; (c) modify, copy, or create derivative works of a Service, an API or feature through which Customer accesses Services; or (d) scrape or build databases with Output returned from the API; (e) disassemble, reverse engineer, or decompile the Services; (f) send any data or information of children under 13 or the applicable age of digital consent; or (fg sell, resell, transfer, assign, distribute, license or sublicense access to the Services, any API or api log-ins of keys to a third party; (h) sublicense an API for use by a third party that functions substantially the same as the APIs and offer it for use by third parties; (i) introducing any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature to the Services; (j) defame, abuse, harass, stalk, or threaten others; (k) interfere with or disrupt the APIs or the servers or networks providing the APIs; (l) attempting to or circumventing limitations of the Services, including any action that imposes, or may impose an unreasonable or disproportionately large load on our infrastructure, sending Groq traffic beyond rate limits, or that enforce limitations on use of the Service or any portion thereof; (m) promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements; (n) use the APIs to process or store any data that is subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State. 3.2. HIPAA. Unless otherwise specified in writing by Groq, Groq does not intend use of the APIs to create obligations under the Health Insurance Portability and Accountability Act, as amended ("HIPAA"), and makes no representations that the APIs satisfy HIPAA requirements. You agree not to use the Services to create, receive, maintain, transmit, or otherwise process any information that includes or constitutes “Protected Health Information,” as defined under the HIPAA Privacy Rule (45 C.F.R. Section 160.103). If you are (or become) a "covered entity" or "business associate" as defined in HIPAA, you will not use the APIs for any purpose or in any manner involving transmitting protected health information to Groq.

4. Data.

4.1 Customer Data. “Customer Data” means electronic data and information submitted by the Customer to the Services and the generated output of the Hosted Model. You and End Users may submit electronic data and information to the Services (“Input”), and receive output from the Services and the generated output of the Hosted Model (“Output”). Input and Output are collectively known as “Customer Data.” Groq acknowledges and agrees that all Customer Data shall remain the property of Customer, and except as explicitly granted in this Agreement, no license, express or implied.

4.2 Access and Processing Customer Data. We will access and process Customer Data only as necessary to provide you with the Services and comply with applicable law. We will never access Customer Data for training purposes. Customer Data will only be accessed as required for reliable operation of the Service.

4.3 Monitoring of APIs. The APIs are designed to help you enhance your websites and applications ("API Client(s)"). YOU AGREE THAT GROQ MAY MONITOR USE OF THE APIS TO ENSURE QUALITY, IMPROVE PRODUCTS AND SERVICES, AND VERIFY YOUR COMPLIANCE WITH THE TERMS. Groq may suspend access to the APIs by you or your API Client without liability to Groq or notice if we reasonably believe that you are in violation of the Terms.

4.3 Your Obligations for Customer Data. You are responsible for all Input and represent and warrant that you have all rights, licenses, and permissions required to provide Input to the Services. As between you and Groq, the Customer is solely responsible for all use of the Output and the Hosted Model. If you use the Services to process personal data, you must (a) provide legally adequate privacy notices and obtain necessary consents for the processing of personal data by the Services; and (b) process personal data in accordance with applicable law.

5. Confidentiality

5.1 Use and Nondisclosure. “Confidential Information” means any information disclosed by either party (“Discloser”) to the other party (“Recipient”), directly or indirectly, in writing, orally, or by inspection of tangible objects (including documents, prototypes, samples, plant, and equipment), that is designated by the Discloser as confidential or proprietary, that reasonably appears to be confidential due to the nature of the information or circumstances of disclosure, or that is customarily considered confidential between business parties, including customer, product, financial, and strategic information. Recipient agrees it will: (a) only use Discloser's Confidential Information to exercise its rights and fulfill its obligations under this Agreement, (b) take reasonable measures to protect the Confidential Information, and (c) not disclose the Confidential Information to any third party except as expressly permitted in this Agreement.

5.2 Exceptions. The obligations in Section 5.1 do not apply to any information that (a) is or becomes generally available to the public through no fault of Recipient, (b) was in Recipient’s possession or known by it prior to receipt from Discloser, (c) was rightfully disclosed to Recipient without restriction by a third party, or (d) was independently developed without use of Discloser’s Confidential Information. Recipient may disclose Confidential Information only to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those of this Agreement. Recipient will be responsible for any breach of this Section 5 by its employees, contractors, and agents. Recipient may disclose Confidential Information to the extent required by law, provided that Recipient uses reasonable efforts to notify Discloser in advance.

6. Proprietary Rights and Licenses.

6.1 Rights to Information. Groq acknowledges and agrees that all Customer Data shall remain the property of Customer, and except as explicitly granted in this Agreement, no license, express or implied, to use any Customer Data or other Customer intellectual property is granted under this Agreement.

6.2 Documentation. Groq shall own all right, title and interest in and to the Services, the APIs and documentation (including without limitation all intellectual property rights therein and all modifications, customizations or other derivative works of the Services and APIs) provided by Groq to Customer under this Agreement.

6.3 License by Customer. Customer grants to Groq, a worldwide, limited license for the Term to host, copy, use, transmit and display Customer Data and Non-Groq Applications and program code created by or for Customer using a Service for the purpose of providing and ensuring operation of the Service. Before you submit content to our APIs you will ensure that you have the necessary rights (including the necessary rights from your End Users) to grant us the license.

6.4 License to Use Feedback. Customer grants to Groq a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into the Service any suggestion, enhancement request, recommendation, correction or other feedback related to the operation or functionality of the Service provided by Customer or an End User.

7. Security

7.1 Information Security. We will maintain an information security program designed to reasonably (a) protect the Services and Customer Data against accidental or unlawful loss, access, or disclosure, (b) identify reasonably foreseeable and internal risks to security and unauthorized access, and (c) minimize security risks, including through regular risk assessments and testing.

7.2 Our Security Obligations. As part of our information security program, we will: (a) implement and enforce policies related to electronic, network, and physical monitoring and data storage, transfer, and access; (b) configure network security, firewalls, accounts, and resources for least-privilege access; (c) maintain corrective action plans to respond to potential security threats; and (d) conduct periodic reviews of our security of our information security program as aligned to industry best practices and our own policies and procedures.

8. Privacy

8.1 Personal Data. If you use the Services to process personal data, you must (a) provide legally adequate privacy notices to the relevant individuals and obtain any necessary consents for the processing of their personal data by the Services, and (b) process personal data in accordance with applicable data protection and privacy law.

8.2 If you use the Services to process personal data then you acknowledge that you are the controller of that personal data and that Groq acts as a processor of that personal data on your behalf in contexts where data protection and privacy law makes these role distinctions. Where data protection and privacy law requires, the parties shall execute Groq’s Data Processing Agreement ("DPA") to govern such processing of personal data.

9. Term; Termination

9.1 Term. This Agreement shall become effective on: (i) the Effective Date on the Order; or (ii) immediately upon execution of the Online Order Form, unless terminated sooner as provided below. This Agreement shall remain in effect for the length of time or date referenced in the applicable Order, or if silent, until one (1) year after the Effective Date (the “Term”). Upon the expiration or termination of the Term, the Services will also terminate. Orders placed through the Online Order Form are effective until terminated by the Customer or by Groq. Groq may terminate an Online Order Form at its convenience, at any time, with thirty (30) days notice to Customer.

9.2 Termination for Cause. Groq may terminate this Agreement if Customer breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach, except for breaches of Section 3 (“Restrictions”) which can result in immediate termination for cause.

9.3 Renewal. Upon expiration of the Term, this Agreement will automatically renew for successive periods unless either Party provides intent not to renew. That notice must be given at least thirty days before the start of the next renewal period.

9.4 Survival. Those provisions, which by their nature are intended to survive the termination or expiration of this Agreement, shall survive the termination or expiration of this Agreement, including but not limited to: Sections 9, 10, 11, 12, 14 and 16.

10. Warranties; Disclaimer

10.1 Right to Perform. Each party represents that (a) it has the legal rights to enter into this Agreement; and (b) that the person executing this Agreement on behalf of such party has the authority to enter into this Agreement on their behalf and to bind such party to this Agreement.

10.2 Disclaimer and Limitation of Liability. EXCEPT AS OTHERWISE EXPLICITLY SET FORTH IN THIS SECTION 10, CUSTOMER ACCEPTS THE SERVICE AND HOSTED MODEL AS-IS, WITH NO REPRESENTATION OR WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHER WISE, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. GROQ MAKES NO REPRESENTATION OR WARRANTY AS TO THE AVAILABILITY, ACCURACY, SPEED OR PERFORMANCE OF THE SERVICES, THE APIS AND THE HOSTED MODEL. GROQ DOES NOT WARRANT THAT THE SERVICES, THE APIS OR THE HOSTED MODEL WILL PERFORM WITHOUT ERROR OR THAT WILL RUN WITHOUT MATERIAL INTERRUPTION. GROQ HAS NO OBLIGATION TO INDEMNIFY, DEFEND OR HOLD HARMLESS CUSTOMER, INCLUDING WITHOUT LIMITATION AGAINST CLAIMS RELATED TO INFRINGEMENT OR INTELLECTUAL PROPERTY RIGHTS. NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR ANY RESULTING OBLIGATIONS, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION, AND EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY AGREES THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

11. Indemnification

Customer shall indemnify, hold harmless, and defend Groq from and against any and all losses, liabilities, costs, expenses (including amounts paid in settlement and reasonable attorneys’ fees), judgments and damages arising out of any third party claim (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property right; (ii) based on Customer’s or End User’s use of the Hosted Model, including without limitation violation of third party licenses or use policies or infringement of third party intellectual property rights and privacy rights; or (iii) based on Customer’s or any User’s negligence or willful misconduct or use of the Services in a manner not authorized by this Agreement. Customer may not settle any claim against Groq unless Groq consents to such settlement, and Groq will have the right, at its option, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice.

12. Limitation of Liability

12.1 Limitations on Damages. Except for (i) a party’s gross negligence or willful misconduct, (ii) your breach of Section 3 (Restrictions), (iii) either party’s breach of its confidentiality obligations under Section 4 (Confidentiality), neither you nor Groq or our respective affiliates or licensors will be liable under this Agreement for any indirect, punitive, incidental, special, consequential, or exemplary damages (including lost profits) even if that party has been advised of the possibility of those damages.

12.2 Liability Cap. Except for (i) a party’s gross negligence or willful misconduct or (ii) indemnification obligations under this Agreement and DPA, each party’s total liability under the Agreement will not exceed the total amount you have paid to us in the twelve (12) months immediately prior to the event giving rise to liability. The foregoing limitations will apply despite any failure of essential purpose of any limited remedy and to the maximum extent permitted under applicable law.

13. Trade Controls

You must comply with all applicable trade laws, including sanctions and export control laws. Our Services may not be used in or for the benefit of, or exported or re-exported to (a) any U.S. embargoed country or territory or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. Our Services may not be used for any end use prohibited by applicable trade laws, and your Input may not include material or information that requires a government license for release or export.

14. Dispute Resolution

YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:

_14.1 MANDATORY ARBITRATION. You and Groq agree to resolve any claims arising out of or relating to this Agreement or our Services, regardless of when the claim arose, even if it was before this Agreement existed (a “Dispute”), through final and binding arbitration.

_14.2 Informal Dispute Resolution. We would like to understand and try to address your concerns prior to formal legal action. Before either of us files a claim against the other, we both agree to try to resolve the Dispute informally. If we are unable to resolve a Dispute within 60 days, either of us has the right to initiate arbitration. We also both agree to attend an individual settlement conference if either party requests one during this time. Any statute of limitations will be tolled during this informal resolution process.

_14.3 Arbitration Forum. Both you or Groq may commence binding arbitration through National Arbitration and Mediation (NAM), an alternative dispute resolution provider, and if NAM is not available, you and Groqwill select an alternative arbitral forum. The initiating party must pay all filing fees for the arbitration and payment for other administrative and arbitrator’s costs will be governed by the arbitration provider’s rules. If your claim is determined to be frivolous, you are responsible for reimbursing us for all administrative, hearing, and other fees that we have incurred as a result of the frivolous claim.

_14.4 Arbitration Procedures. The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in Santa Clara, California or at another mutually agreed location. The arbitration will be conducted by a sole arbitrator by NAM under its then-prevailing rules. All issues are for the arbitrator to decide, except a California court has the authority to determine (a) whether any provision of this arbitration agreement should be severed and the consequences of said severance, (b) whether you have complied with conditions precedent to arbitration, and (c) whether an arbitration provider is available to hear the arbitration(s) under Section 14.3. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any.

_14.5 Exceptions. Nothing in this Agreement requires arbitration of the following claims: (a) individual claims brought in small claims court; and (b) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement.

_14.8 Severability. If any part of this Section 14 is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative arbitration, this Section 14 will be unenforceable in its entirety. Nothing in this section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of that claim from the arbitrator.

15. Modifications to these Terms

15.1 Updates. We may update these Terms by providing you with reasonable notice, including by posting the update on our website. Your continued use of, or access to, the Services after an update goes into effect will constitute acceptance of the update. If you do not agree with an update, you may stop using the Services.

16. Miscellaneous

16.1 Headings. Headings in these Terms are inserted solely for convenience and are not intended to affect the meaning or interpretation of these Terms.

16.2 Publicity. Neither Party will use the other Party’s name or marks without prior written approval.

16.3 U.S. Federal Agency Entities. The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.

16.4 Entire Agreement. This Agreement is the entire agreement between you and Groq with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, whether written or oral. You agree that any terms and conditions contained within any purchase order you send to us will not apply to this Agreement and are null and void.

16.5 Relationship of the Parties. For all purposes under this Agreement, you and Groqwill be and act as an independent contractor and will not bind nor attempt to bind the other to any contract.

16.6 No Third Party Beneficiaries. There are no intended third party beneficiaries to this Agreement, and it is your and Groq’s specific intent that nothing contained in this Agreement will give rise to any right or cause of action, contractual or otherwise, in or on behalf of any third party.

16.7 Force Majeure. Except for payment obligations, neither you nor Groqwill have any liability for failures or delays resulting from conditions beyond your or Groq’s reasonable control, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, or power failures.

16.8 Assignment. This Agreement cannot be assigned other than as permitted under this Section 16.8 (Assignment). We may assign this Agreement to an affiliate without notice or your consent. Both you and Groq may assign this Agreement to a successor to substantially all the respective party’s assets or business, provided that the assigning party provides reasonable (at least 30 days) prior written notice of the assignment. This Agreement will be binding upon the parties and their respective successors and permitted assigns.

16.9 Notices. All notices will be in writing. We may provide you notice using the registration information or the email address associated with your account. Service will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post. We accept service of process at this address: Groq Inc, 301 Castro St Suite 200, Mountain View, CA 94041, Attn: [email protected].

16.10 Severability. In the event that any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated so that this Agreement will otherwise remain in full force and effect and enforceable.

16.11 Jurisdiction, Venue, and Choice of Law. This Agreement will be governed by the laws of the State of California, excluding California’s conflicts of law rules or principles. Except as provided in Section 14 (Dispute Resolution), all claims arising out of or relating to this Agreement will be brought exclusively in the federal or state courts of Santa Clara, California, USA.

Last updated: 07/31/24