Terms of Service

1. Beta status

The Service is currently in beta. The "Beta Period" is the period from the launch of the Service through the earlier of: (a) the date SchemaLabs publishes a notice of general availability, or (b) December 31, 2027.

During the Beta Period:

• The Service may change, be temporarily or permanently unavailable, or be modified at any time
• The Service may contain bugs, errors, or limitations not present in a production service
• Service availability commitments, accuracy commitments, and other quality commitments are subject to the Beta Period qualifications in these Terms
• You accept the experimental nature of the Service and assume the associated risk

References to "Beta Period" throughout these Terms have the meaning set forth in this Section.

2. Account registration

You must be at least eighteen (18) years old to create an account. You agree to provide accurate registration information and to keep it current.

You are responsible for the security of your account credentials and for all activity under your account. Notify us at [email protected] immediately if you suspect unauthorized use.

We may suspend or terminate accounts inactive for more than twelve (12) consecutive months, with thirty (30) days' notice.

3. License to use the Service

Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during the term of these Terms.

Your use of Schema Models (our proprietary foundation models) is additionally governed by the Schema Model License.

4. Subscription plans and fees

4.1 Plans

We offer the Service through tiered subscription plans, including a free tier and paid tiers. Plan features, allocations, and prices are described on the pricing page. We may modify plans, features, and pricing from time to time. Changes apply to renewal terms only and require at least thirty (30) days' advance notice for paid plans.

4.2 Free tier

The free tier is provided "as is" with no service level commitment, no uptime commitment, and no support obligation. We may modify, throttle, limit, or discontinue the free tier at any time without notice.

4.3 Billing

Subscriptions are billed in advance on the cycle you select (monthly or annual). By subscribing, you authorize us to charge your payment method for the subscription fee and any overage charges as they accrue.

4.4 Auto-renewal

Subscriptions automatically renew at the then-current rate unless you cancel before the renewal date. We will send a renewal reminder at least fifteen (15) days before each annual renewal.

4.5 Late payment

If a payment fails, we will notify you and provide a fifteen (15) business-day cure period. If payment is not received within the cure period, we may suspend access. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

4.6 Usage metering and overages

We track usage of metered resources using our internal monitoring systems. Our usage metrics are the definitive record for billing. If you exceed your plan allocation, overage charges apply at the rates published on the pricing page.

4.7 Taxes

All fees are exclusive of taxes. You are responsible for VAT, GST, sales tax, withholding tax, and similar charges, except for taxes based on our net income.

5. Cancellation, downgrade, and refunds

You may cancel at any time through your account settings or by contacting [email protected].

Monthly subscriptions: cancellation is effective at the end of the current monthly billing period; no refunds for the remainder of the current period.

Annual subscriptions: cancellation is effective at the end of the current annual billing period; no pro-rata refunds unless required by applicable law.

Downgrade: takes effect at the start of the next billing period.

Free tier users may stop using the Service at any time without notice.

6. Suspension and termination

6.1 Suspension

We may suspend your access to the Service if:

• You materially breach these Terms, the Use Policy, or the Model License
• You fail to pay fees within the cure period
• Your use poses an imminent risk of harm
• We are required to suspend by applicable law, sanctions, or regulatory order

For non-imminent issues, we will provide at least five (5) business days' notice and a cure opportunity. During suspension, your Customer Data and Fine-Tuned Checkpoints (also referred to as Customer Endpoints or Model Endpoints) are preserved.

6.2 Termination

We may terminate these Terms and your account immediately if you breach the Use Policy or these Terms and the breach cannot be cured, or upon ten (10) business days' notice for curable breaches you fail to cure. We may also terminate upon thirty (30) days' notice for any reason.

You may terminate these Terms at any time by canceling your subscription and ceasing to use the Service. Termination does not relieve you of fees incurred before termination.

6.3 Effect of termination

Upon termination:

• All licenses granted to you terminate
• You must cease all use of the Service
• We will delete your Customer Data and Fine-Tuned Checkpoints as soon as reasonably practicable, except where a longer retention is required by applicable law
• Sections of these Terms that by their nature should survive termination shall survive (including limitation of liability, disclaimers, indemnification, confidentiality, dispute resolution, and intellectual property)

You may request export of your Customer Data within thirty (30) days of termination. Fine-Tuned Checkpoints are not exportable.

7. Service level

7.1 Beta period

During the Beta Period, the Service is provided without a specific uptime SLA. We will use commercially reasonable efforts to make the Service available and to promptly resolve interruptions.

7.2 Post-GA uptime (applicable once Service exits Beta)

After the Service is designated generally available, monthly uptime commitments apply as follows:

• Free: no uptime commitment
• Plus: no uptime commitment
• Pro: 99.9% monthly uptime
• Enterprise: as specified in the applicable MSA (typically 99.95%)

Downtime means a period during which the API returns errors for more than 50% of valid requests, as measured by our monitoring systems. Downtime excludes: (a) scheduled maintenance (notified at least 48 hours in advance); (b) force majeure; (c) Customer-caused issues; (d) BYOL Endpoint or other third-party service outages; (e) emergency security patches.

If we fail to meet the uptime commitment applicable to your tier in a calendar month, you may request service credits at the following levels:

• 5% credit if monthly uptime falls below the committed level but remains at or above 99.0%
• 10% credit if monthly uptime falls below 99.0% but remains at or above 95.0%
• 25% credit if monthly uptime falls below 95.0%

Service credits must be requested within thirty (30) days, are applied to future invoices only, are not redeemable for cash, and are your sole and exclusive remedy for any failure to meet the uptime commitment.

7.3 Status page

A service status page is available at status.schemalabs.ai once published.

7.4 Support

During the Beta Period, support is best-effort for all tiers and no specific response-time SLA applies. The commitments below apply once the Service exits Beta:

• Free tier: best-effort, no SLA
• Paid tiers: response within three (3) business days for critical issues
• Enterprise: as specified in the applicable MSA

8. Customer Data

You retain all rights to your Customer Data. By uploading Customer Data, you grant us a limited license to process it solely to provide the Service to you.

We do not use Customer Data to train, improve, or modify any Schema Base Model or any other customer's Fine-Tuned Checkpoint. Customer Data is processed only to serve your requests, including inference against any Schema Base Model and operation of your isolated Fine-Tuned Checkpoint. Customer Data is never merged into any Schema Base Model or made accessible to any other Customer. This commitment is architectural, not merely contractual.

You represent and warrant that you have all rights, consents, and permissions necessary to upload and process your Customer Data, and that your Customer Data does not violate any applicable law or any third party's rights.

You must comply with the prohibited data categories in our Use Policy §1.8. Uploading prohibited categories is a material breach.

9. BYOL Endpoints

The Service may allow you to connect third-party large language model endpoints ("BYOL Endpoints") using your own API credentials. When you use a BYOL Endpoint, your Customer Data may be transmitted to the third-party provider.

SchemaLabs is not responsible for the performance, availability, data handling, security, privacy practices, or outputs of any BYOL Endpoint. Your use of BYOL Endpoints is governed by your agreement with that provider, not by these Terms. BYOL Endpoints are not our Sub-Processors.

10. Intellectual property

10.1 Our property

SchemaLabs owns and retains all rights in the Service, the Schema Models, the API, the Web App, the website, documentation, and all associated intellectual property.

10.2 Your property

You own your Customer Data and your Fine-Tuned Checkpoints, subject to the Model License. You own the Outputs generated from your Customer Data, subject to your compliance with these Terms.

10.3 Feedback

If you provide suggestions or feedback about the Service, you grant us a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate that feedback.

10.4 Website content

All content on schemalabs.ai is our property or licensed to us. You may not copy, download, reproduce, republish, or otherwise reuse website content without our prior written consent. You may not use automated means (bots, scrapers, spiders) to access the website, except for publicly-available search engine indexing.

11. Confidentiality

Each party agrees to keep the other's Confidential Information confidential and not to disclose it except as necessary to perform under these Terms. Confidential Information does not include information that is publicly available through no fault of the receiving party, was known before disclosure, is independently developed, or is rightfully received from a third party.

Either party may disclose Confidential Information if required by law, with reasonable advance notice where legally permitted.

Confidentiality obligations survive termination for three (3) years.

12. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. WE DO NOT WARRANT THE ACCURACY OR RELIABILITY OF ANY OUTPUTS. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AND VALIDATING OUTPUTS BEFORE RELYING ON THEM.

During the Beta Period, the Service is expressly experimental and is not warranted as fit for production use, regulated-industry use, or high-risk use.

13. No liability for Output use

Schema Models produce probabilistic outputs. You are solely responsible for evaluating, validating, and acting on Outputs. SchemaLabs disclaims all liability arising from or related to:

• Your use of Outputs
• Business, financial, regulatory, personnel, medical, or other decisions made on the basis of Outputs
• Your reliance on Outputs in any downstream application
• Any consequences to your end users, customers, employees, or third parties

This disclaimer applies regardless of the form of action or theory of liability.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES , INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY.

Our total aggregate liability under these Terms shall not exceed the greater of: (a) the total fees you paid to us in the twelve (12) months immediately preceding the event giving rise to liability; or (b) one hundred U.S. dollars ($100).

The limitations in this Section do not apply to:

• Your indemnification obligations under Section 15.2
• Your breach of the Model License restrictions on reverse engineering, redistribution, or competitive use
• Either party's fraud, gross negligence, or willful misconduct

15. Indemnification

15.1 By SchemaLabs

If you have an active paid subscription or executed MSA, we will defend you against any third-party claim alleging that the Schema Base Model itself infringes a third-party patent, copyright, or trade secret, and indemnify you for damages and reasonable attorneys' fees awarded in such claim.

Our obligation does not apply to claims arising from:

• Outputs, Fine-Tuned Checkpoints, Customer Data, or any BYOL Endpoint
• Your modification or combination of the Service with other products or data
• Your use of the Service in violation of these Terms or applicable law
• Our compliance with your specific instructions
• Free-tier or beta-only use

This is your sole and exclusive remedy for any third-party IP claim related to the Service.

15.2 By Customer

You will defend us and indemnify us for any third-party claim arising from:

• (a) Your Customer Data, including IP and data protection claims
• (b) Your use of Outputs
• (c) Your Fine-Tuned Checkpoint
• (d) Your use of BYOL Endpoints
• (e) Your violation of the Use Policy (including §1.8 Prohibited Data Categories)
• (f) Your violation of applicable law in connection with your use of the Service
• (g) Your fraud, gross negligence, or willful misconduct

Your indemnification under this Section is subject to the same cap that applies to your liability under Section 14.

15.3 Process

The indemnified party must notify the indemnifying party promptly of the claim and cooperate in the defense. The indemnifying party controls the defense and settlement, except that no settlement may admit wrongdoing by the indemnified party or impose ongoing affirmative obligations without consent.

16. Dispute resolution

16.1 Governing law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws principles.

16.2 Arbitration

Any dispute arising under these Terms shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in Delaware. Each party waives any right to a jury trial.

16.3 Class action waiver

Disputes shall be resolved on an individual basis. You waive any right to participate in a class action, consolidated action, or representative action.

16.4 Exceptions

Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

16.5 EU/UK/Switzerland carve-out

If you are located in a jurisdiction where mandatory arbitration of consumer disputes is prohibited by applicable law (including the European Economic Area, the United Kingdom, or Switzerland), Sections 16.2 and 16.3 do not apply to you. In those jurisdictions, disputes are resolved in the courts of your residence under the substantive law of Delaware to the extent permitted.

17. Force majeure

Neither party is liable for failure or delay in performance due to circumstances beyond its reasonable control, including: natural disasters, pandemics, government orders, war, terrorism, civil unrest, sanctions or embargoes, changes to third-party cloud or AI infrastructure terms that materially affect our ability to provide the Service, restrictions on access to compute hardware or third-party AI models, failures of cloud providers, power outages, telecommunications failures, cyberattacks, or labor disputes.

The affected party shall use commercially reasonable efforts to mitigate and resume performance as soon as reasonably practicable.

18. Export controls and sanctions

You represent and warrant that:

• You are not located in, organized under the laws of, or a resident of any country or region subject to comprehensive U.S. economic sanctions
• You are not on any U.S. government restricted party list
• You will not use, export, or re-export the Service or Outputs in violation of any applicable export control law

We may restrict or terminate access from any jurisdiction if required by changes in sanctions or export controls.

19. Customer assumes deployment risk

You acknowledge that we have no visibility into your specific deployment context, end users, business decisions, or regulatory obligations. You bear sole responsibility for:

• Determining whether Schema is appropriate for your deployment context
• Implementing human oversight and safeguards proportionate to the risk
• Complying with applicable law in the deployment context (data protection, sector-specific regulation, AI-specific regulation including the EU AI Act)
• Any downstream consequences of your deployment
• Responding to any inquiry, complaint, or claim from a third party related to your deployment

20. Changes to these Terms

We may update these Terms from time to time. The current version and its effective date are always posted on this page, and you are responsible for checking the website periodically to stay informed of changes. We may, but are not required to, send additional notice of material changes by email or in-app notification. Continued use after the effective date of an update constitutes acceptance.

You consent to receive communications from us electronically. Electronic communications satisfy any legal requirement that communications be in writing.

21. General

Entire agreement. These Terms and incorporated documents constitute the entire agreement regarding the Service.

Severability. If any provision is held unenforceable, the remainder remains in effect.

Waiver. No failure or delay in exercising any right constitutes a waiver.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms freely in connection with a merger, acquisition, or sale of substantially all our assets.

No third-party beneficiaries. These Terms are for the sole benefit of you and SchemaLabs.

No partnership. Nothing creates a partnership, joint venture, agency, or employment relationship.

Open-source components. The Service may include open-source software governed by its own licenses. To the extent there is a conflict, the open-source license governs solely with respect to the applicable component.

22. Contact

SchemaLabs, Inc.

• Legal: [email protected]
• Privacy: [email protected]
• Security: [email protected]
• Support: [email protected]