FOCAL PRO USER TERMS AND CONDITIONS
1. Services.
1.1 Use of Services.
“Services” means the (i) Focal Pro Artificial Intelligence application for Individual Pro users, (ii) software, tools, developer services, data, (iii) artificial intelligence and machine learning AI models (the “Models”), and (iv) any models, services, or features in alpha, beta, or preview mode that may be provided to Customer from time to time (the “Beta Services”). Subject to the terms and conditions of this Agreement, FalconX hereby grants Customer a non-exclusive right to access and use the Services during the Term.
1.2 Customer Account.
Customer must create an account on the FalconX platform and receive access credentials to access the Services. You must be at least 18 years old to create an account or to use or access Focal Pro. Account information provided by Customer must be accurate and up to date, and Customer may not share or otherwise make the access credentials available to third parties. Customer is responsible for all activities that occur using Customer’s access credentials and must promptly notify FalconX of any unauthorized disclosure or use thereof.
1.3 Modifications.
FalconX may, at its sole discretion, modify these terms and conditions from time to time. FalconX shall provide the Customer with prior notification of those modifications that are reasonably expected to materially change the nature of the services or the Customer’s responsibilities under these terms and conditions. Provided that the Customer will be notified in advance of any changes in fees.
2. Restrictions.
2.1 FalconX owns all right, title and interest in and to the Services, and Customer does not receive any rights to the Services except as explicitly permitted herein. Without limiting the foregoing, Customer will not: (i) use the Services in a manner that violates any applicable laws, (ii) use the Services or Customer Content in a manner that infringes, misappropriates or otherwise violates any party’s intellectual property rights; (iii) modify or create derivative works of the Services; (iv) reverse assemble, reverse compile, decompile, translate, engage in AI model extraction or stealing attacks, or otherwise attempt to discover the source code or underlying components of AI models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law); (v) use the Services or Output to develop or train artificial intelligence or machine learning systems; (vi) use any method to extract data from the Services other than as permitted; or (vii) send FalconX any personal information of children under 13 or the applicable age of digital consent.
2.2 Customer shall not permit any non-subscribers to have access to the log-in credentials or the Services.
3. Content.
3.1 Customer Content.
Customer may provide input for processing by the Services (“Input”) and receive output generated from this Input (“Output”). Together, these are “Customer Content.”
FalconX may access, use, and analyze Customer Content to deliver and maintain Services, enhance and improve products and services, comply with legal requirements, and enforce safety policies. FalconX may also utilize Customer Content to personalize user experiences, optimize service performance, and ensure security and compliance with applicable laws.
In addition to the specific uses described above, FalconX may deidentify or anonymize Customer Content such that it cannot reasonably be used to infer information about the Customer or otherwise be linked to them. Deidentified Information may be used for any purpose, including research and development, statistical analysis, and business insights.
3.2 Content Security.
FalconX will implement reasonable security measures to protect Customer Content but cannot guarantee absolute security. Customers are responsible for ensuring their use of Customer Content complies with applicable laws and FalconX Policies. They must not upload or share content that violates any third-party rights or contains harmful or illegal material.
3.3 Privacy.
FalconX reserves the right to disclose Customer Content to third parties, including service providers, business partners, and regulatory authorities, as necessary to fulfill contractual obligations, comply with legal requirements, or protect the rights and safety of FalconX and its users. Any such disclosures will be made in accordance with applicable data protection laws and regulations.
Customers have the right to request access to, correction of, or deletion of their Customer Content, subject to certain limitations and exceptions as permitted by law. FalconX will respond to such requests in accordance with applicable legal requirements and its internal policies. By using the Services, Customers consent to the collection, use, and disclosure of their Customer Content as described in this section. If Customers do not agree with these terms, they should refrain from using the Services.
3.4 Similarity of Output.
Customer acknowledges that due to the nature of machine learning, Output may not be unique and the Models may generate the same or similar content for FalconX or third parties, in each case independent of the Input (“Similar Content”). Similar Content will not be considered Customer Content.
4. Confidentiality.
4.1 Use and Nondisclosure.
“Confidential Information” means any business, technical or financial information, materials, or other subject matter disclosed by one party (“Discloser”) to the other party (“Recipient”) that is identified as confidential at the time of disclosure or should be reasonably understood by Recipient to be confidential or proprietary under the circumstances. Recipient agrees: (i) it will only use Discloser's Confidential Information to exercise its rights and fulfill its obligations under this Agreement, (ii) it will take reasonable measures to protect the Confidential Information, and (iii) it will not disclose the Confidential Information to any third party except as expressly permitted in this Agreement.
4.2 Exceptions.
The obligations in Section 4.1 shall not apply to any information that (i) is or becomes generally available to the public through no fault of Recipient, (ii) was in Recipient’s possession or known by it prior to receipt from Discloser, (iii) was rightfully disclosed to Recipient without restriction by a third party, (iv) was independently developed without use of any Confidential Information of Discloser, or (v) is required to be disclosed by law, provided that Recipient uses reasonable efforts to notify Discloser in advance and give Discloser an opportunity to contest the disclosure. These confidentiality provisions will continue in effect for a period of five (5) years from the date of disclosure and shall supersede any existing nondisclosure or confidentiality agreements between the parties.
5. Security.
FalconX will maintain an information security program (including the adoption and enforcement of internal policies and procedures) designed to (a) secure the Services and Customer Content 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 risk assessment and regular testing. As part of this information security program, FalconX: (a) implements and enforces policies related to electronic, network, and physical monitoring and data storage, transfer, and access; (b) deploys production infrastructure behind VPNs where possible; (c) requires multi-factor authentication for employees; (d) configures network security, firewalls, accounts, and resources for least privilege access; (e) maintains a logging and incident response process; (f) maintains corrective action plans to respond to potential security threats; and (g) conducts periodic reviews of the security of FalconX and adequacy of its information security program as aligned to industry best practices and its policies and procedures.
6. Term and Termination.
This agreement shall govern any trial period as set forth in Annex A (“Trial Period”) and for full subscription thereafter. Trial Period shall commence on the day Customer signs up for Focal Pro (“Effective Date”) and will be in effect until Customer cancels the subscription. Customer may subscribe after Trial Period, and may cancel subscription upon written notice to FalconX as set forth in Annex A. Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and does not cure such breach within thirty (30) days after receiving written notice of such breach. Either party may terminate this Agreement, upon written notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other party's making an assignment for the benefit of creditors, or (iii) upon the other party's dissolution or ceasing to do business. Termination of this Agreement shall not affect any rights or obligations of the parties that have accrued up to the date of such termination, including the obligation to make payments due as specified in Section 7 of this Agreement. Upon termination of this Agreement, the provisions of Sections 3, 4 and 7 shall survive and shall continue in full force and effect in accordance with their terms.
7. Fees.
Customer will be charged according to Annex A. All fees are nonrefundable.
8. Warranties; Disclaimer.
8.1 FalconX, hereby disclaims all warranties, express or implied, including all implied warranties of merchantability, fitness for a particular purpose and title.
9. Indemnification.
9.1 FalconX agrees to indemnify, defend, and hold harmless Customer against any liabilities, damages and costs (including reasonable attorneys’ fees) payable to a third party arising out of FalconX’s gross negligence, fraud, or willful deceit. FalconX will have no obligation for any claim to the extent based upon (i) unauthorized use of the AI Models or breach of this Agreement by Customer, (ii) combination of any Services with products, services, or software not provided by or on behalf of FalconX, (iii) modification of the Services by any party other than FalconX, (iv) the Customer Content, (v) Customer’s failure to comply with laws, regulations, or industry standards applicable to Customer or (vi) the Customer Applications (to the extent such claim would not have arisen but for such Customer Application) (collectively, the “Excluded Claims”). If FalconX reasonably believes that all or any portion of the AI Models, or the use thereof, is likely to become the subject of any infringement claim, suit or proceeding (an “Infringement Claim”), FalconX (x) will procure, at FalconX’s expense, the right for Customer to continue using the Services in accordance with the terms hereof, (y) will replace or modify the allegedly infringing Service to make it noninfringing, or (z), in the event the preceding (x) and (y) are infeasible or not commercially practicable, FalconX may, in its sole discretion, terminate this Agreement upon written notice to Customer and refund to Customer any prepaid amounts for unused Services. In the event of an Infringement Claim, Customer will promptly comply with all reasonable instruction provided by FalconX with respect to (x) through (y) above, including any instruction to replace, modify, or cease use of an impacted Service.
9.2 Customer agrees to indemnify, defend, and hold harmless FalconX against liabilities, damages and costs (including reasonable attorneys’ fees) payable to a third party arising out of any Excluded Claims.
9.3 A party seeking indemnity shall provide the indemnifying party with prompt written notice upon becoming aware of any claim, reasonable cooperation in the defense of or investigation of the claim, and allow the indemnifying party sole control of defense and settlement of the claim, provided that the party seeking indemnity is entitled to participate in its own defense at its sole expense. The indemnifying party shall not enter into any settlement or compromise of any such claim without prior written consent of the other party, which shall not be unreasonably withheld, except that the indemnifying party may without such consent enter into any settlement of a claim that resolves the claim without liability to the other party and without impairment to any of the other party’s rights or requiring the other party to make any admission of liability.
10. Limitation of Liability.
In no event will either party be liable for (a) any indirect, punitive, incidental, special or consequential damages arising out of this Agreement or the delay or inability to use the Services (including lost profits) or (b) any other damages in excess of the total amount paid (and payable) to FalconX in the twelve (12) month period prior to the date of the claim, in each case whether based in contract, tort, strict liability or otherwise, and even if either party has been advised of the possibility of damages. The foregoing limitations will apply notwithstanding any failure of essential purpose of any limited remedy and to the maximum extent permitted under applicable law.
11. Export Controls.
Each party will comply with all applicable import, reimport, sanctions, anti boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to a U.S. company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. Customer represents and warrants that Customer and its financial institutions are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority (collectively, “Restricted Lists”). Without limiting the foregoing, Services and FalconX Confidential Information may not be used in or for the benefit of, or exported or reexported into US embargoed countries or to anyone on any Restricted List, and Customer will exclude, control, screen or limit (i) the regions from which Customer end users may access or use Customer applications that use the Services, and (ii) the persons or organizations who are Customer end users accessing the Services, to comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know end users directly. FalconX is not responsible for and does not have the means to know Customer end users.
12. Feedback.
If Customer provides feedback to FalconX regarding the Services (“Feedback”), Customer grants to FalconX the right to use and exploit such Feedback without restriction or compensation.
13. Publicity.
Customer may not use FalconX’s name and marks to describe its use of the Services unless Customer has obtained prior written approval of FalconX.
14. General.
The Agreement (including the FalconX Policies) are the entire agreement between Customer and FalconX with respect to the subject matter, provided that in case of a conflict between these terms and the terms of another written and executed Focal user agreement between the parties, the terms of the executed agreement shall control and govern these Services. For all purposes under this Agreement each party shall be and act as an independent contractor and shall not bind nor attempt to bind the other to any contract. This Agreement and any dispute arising hereunder shall be governed by the laws of the State of California, without regard to the conflicts of law provisions thereof. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and attorneys’ fees. Without limiting anything herein, and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions and power failures. Neither party shall have the right to assign this Agreement, except that FalconX may assign its rights and obligations without consent to an affiliate, and either party may assign its rights and obligations to a successor to substantially all its relevant assets or business, provided that the assigning party provides reasonable prior written notice of the assignment (and in no event less than 10 days). No waiver, change, or modification to this Agreement will be effective unless in writing signed by both parties. Any notices in connection with this Agreement will be in writing and sent by first class US mail or major overnight delivery courier service to the address specified on the cover sheet of this Agreement or such other address as may be properly specified by written notice hereunder. This Agreement may be signed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated so that this Agreement shall otherwise remain in full force and effect and enforceable.
Cancellation: You can cancel your paid subscription at any time. Payments are non-refundable