These Terms of Service (the “Agreement”) set forth the terms and conditions
upon which Charmbracelet, Inc. (referred to herein as “Charm,” “we,”
“us,” or “our”) offers you (referred to herein as “you” or
“your”) access to Hyper, our AI inference platform and related services
(collectively referred to herein as the “Services”). This is a legally
binding contract.
Our Privacy Policy is a separate document that explains how we
collect, use, and process your information.
By clicking “I Accept” or by accessing or otherwise using the Services, you
agree to be bound by the terms of this Agreement. If you do not agree to the
terms of this Agreement, do not access or use the Services.
Please note: this Agreement contains a binding arbitration provision and class
action waiver in Section 8.
1.1 Acceptance. By clicking “I Accept” or by accessing or otherwise using
the Services, you assert that you have read and understand this Agreement and
agree to be bound by it. A copy of this Agreement can be found at
https://hyper.charm.land/terms (the “Website”). We reserve the right to
modify and update this Agreement at any time in our discretion. Notice of such
modifications and updates may be communicated by email, the Website, or other
commercially reasonable method. Any such modifications or updates are effective
and enforceable against you upon publication. If you continue to access the
Services after the revised Agreement has been posted, then you agree to the
updated Agreement. If you do not agree to any modification or update to this
Agreement, you must cancel your account by contacting legal@charm.land and cease
accessing and using the Services.
1.2 Requirements. In order to use the Services, you must: (i) be age 18 or
older, (ii) agree to this Agreement, (iii) create a valid Account, and (iv) have
a suitable connection to the Internet. As the Services will continuously evolve
over time, we reserve the right to modify these requirements at our sole
discretion. By clicking “I Accept,” you represent that you meet all of these
requirements.
1.3 Fees. Charm may offer different tiers of access to the Services,
consisting of paid and unpaid plans on a subscription basis (each, a “Service
Plan” and together, the “Service Plans”). You may select the Service Plan
that you want to use through our website or your account page, and such Service
Plans are billed monthly. Additional details regarding the features and fees
associated with each plan are available on our website, your account page or the
applicable Order Form. If you select a paid tier, Charm may charge fees for your
use of the Services as described on the registration page for such Services. By
selecting to use the Services as described in the registration page, you hereby
agree to all such fees and authorize Charm to charge you for such fees using the
payment method you provided during your Account registration. Payment of fees
must be made through the third-party payment processing system indicated on the
Services (the “PSP”). You may be required to agree to the PSP’s terms of
service. Charm is not a party to the PSP Services Agreement and assumes no
liability under it. All prices and fees displayed on the Services are exclusive
of applicable federal, provincial, state, local or other governmental sales,
goods and services or other taxes, fees or charges now in force or enacted in
the future (“Taxes”). Any applicable Taxes are based on the rates applicable
to the billing address you provide to us, and will be calculated at the time a
transaction is charged to your Account. Unless otherwise indicated, all prices,
fees and other charges are in U.S. dollars, and all payments shall be in U.S.
currency.
1.4 Term. The term of this Agreement shall begin on the date that you accept
this Agreement by clicking “I Accept” when creating an Account and will continue
until terminated by either party pursuant to Section 2.5 below.
1.5 Credits. In addition to the fees charged by Charm for the Services, you
may purchase or be allocated credits to be used on the Services (“Credits”).
Payment for the Credits will be processed by the PSP. Credits are denominated in
$ and are used for processing your requests in the Services. The costs of such
processing are subject to change from time to time. Subscription pricing is
based on (i) the number of Team Members who have access and use of the Services,
and (ii) your Credit Limit. The “Credit Limit” is the maximum number of
Credits available under your Service Plan and set forth in the applicable Order
Form or on your account page.
1.6 Unused Credits. In the event that your use of the Services is terminated
by Charm pursuant to Section 2.5 below due to your breach of the terms and
conditions of this Agreement, any Credits will not be refunded. Otherwise, you
will be provided a refund of any Credits.
2.1 Account. To use the Services, you must create an account (an
“Account”) by completing the registration process. You must provide us with
current, complete, and accurate information as prompted by the applicable
registration form, and you acknowledge and agree that our communications to you
through your Account shall satisfy any requirements for legal notices. You
hereby promise that all information that you submit during the registration
process is true and accurate, and acknowledge that you have an affirmative
obligation to update your information in the event of any changes. If you create
an Account or use the Services on behalf of another person or entity, you must
have, and hereby represent and warrant that you do have, the authority to accept
this Agreement on behalf of such other person or entity.
2.2 Account Owner. The person signing up for the Services will be the
contracting party (“Account Owner”) for the purposes of this Agreement and
will be the person who is authorized to use any corresponding Account we provide
to the Account Owner in connection with the Services; provided, however, that if
you are signing up for the Services on behalf of your employer, your employer
shall be the Account Owner. As the Account Owner, you are solely responsible for
complying with this Agreement and only you are entitled to all benefits under
this Agreement. Your Account is not transferable to any other person or account.
2.3 Account Security. You are responsible for maintaining the
confidentiality of your Account credentials, including any API keys. You may not
share your Account login information, API keys, or Account credentials with any
third party. You agree to notify us immediately upon becoming aware of any
unauthorized use or theft of your Account or any other breach of security. As
the Account holder, you are responsible for any and all actions taken by any
person or system that has attained access to your Account or API keys. You are
responsible for all usage incurred through your API keys. If you believe your
API keys have been compromised, notify us immediately at security@charm.land.
While we cannot guarantee credits or refunds for unauthorized usage, we will
review reported incidents on a case-by-case basis.
2.4 Team Members. If your employees and/or other service providers (“Team
Members”) will access and use the Services, each Team Member must register
their own Account subject to this Agreement, including usernames and passwords
(including one-time login codes) for each. The Account Owner hereby acknowledges
and agrees that it shall be responsible for ensuring Team Members’ compliance
with the terms and conditions of this Agreement and shall be liable for any
breach of this Agreement by a Team Member.
2.5 Termination of Accounts.
(a) Termination by Us. You expressly acknowledge and agree that the Services
are provided by us solely upon and subject to the terms and conditions in this
Agreement. In the event that you breach the terms and conditions of this
Agreement, or if we must do so in order to comply with law, we may terminate
your Account or otherwise suspend or terminate your access to the Services.
Otherwise, we may terminate your Account or otherwise suspend or terminate your
access to the Services by providing you reasonable prior notice.
(b) Cancellation by You. You have the right to cancel your Account at any
time. You can cancel your Account by following the procedures made available
through the Website or by contacting legal@charm.land.
(c) Effect of Account Termination or Cancellation. If your Account is
terminated, suspended, or canceled, you will no longer have access to the
Services and we may, at our option, delete your information, data, content, and
other materials associated with your Account. Data retention and deletion
practices are described in our Privacy Policy. In such event, the licenses
granted under this Agreement shall automatically terminate. Sections 3, 4.2,
4.3, 5, 6, and 7 of this Agreement shall survive the termination or cancellation
of any Accounts for any reason.
3.1 Ownership. The Services and the Website are copyrighted works owned by
us and our affiliates, licensors, and suppliers. All right, title, and interest,
including all copyrights and other intellectual property rights, in and to the
Services and the Website are owned by us and our affiliates, licensors, and
suppliers. Any rights to access and use the Services and the Website are
licensed, not sold. All rights not expressly granted to you through this
Agreement are reserved by us.
3.2 User Content. You may provide input to the Services (“Input”), and
receive output from the Services based on the Input (“Output”). Input and
Output are collectively referred to as “User Content.” By providing or
creating any User Content, you agree that it will not: (i) infringe any
copyright, trademark, patent, trade secret, or other proprietary right of any
party; (ii) be profane, obscene, indecent, or violate any law or regulation;
(iii) defame, abuse, harass, threaten, or otherwise violate the legal rights of
others; (iv) incite discrimination, hate, or violence towards any person or
group; or (v) restrict or inhibit any other user from using the Services. We
reserve the right to review User Content and take any action we deem necessary,
including but not limited to suspending or terminating your Account based on
your violation of these rules.
3.3 Ownership and Use of User Content. As between you and Charm, and to the
extent permitted by applicable law, you (a) retain your ownership rights in
Input, and (b) own the Output. We hereby assign to you all our right, title, and
interest, if any, in and to Output.
We do not use your User Content to train AI models. We use User Content
solely to provide the Services to you, comply with applicable law, and enforce
this Agreement.
3.4 Third-Party Model Providers. The Services may utilize one or more
third-party AI model providers to process your requests. The specific providers
used may change at our discretion to optimize for performance, cost, or
availability. We select providers whose terms of service prohibit training on
customer data and require contractual commitments to protect your data.
Providers may process data in jurisdictions outside your location. Charm shall
not be liable for any acts or omissions of third-party model providers. Your use
of the Services constitutes your acknowledgment of this arrangement.
3.5 Feedback. You may, but are not required to, provide feedback to us
regarding the Services, including but not limited to usability, bug reports, and
test results (collectively “Feedback”). All rights, title, and interest in
any Feedback is owned by us and may be used by us without restriction and
without any obligations or compensation to you. You hereby assign to us any
rights and interests in any such Feedback you may have, create, or provide
during the term of this Agreement.
3.6 No Accuracy Guarantee. When you use our Services, you understand and
agree: (i) Output may not always be accurate and you should not rely on Output
as a sole source of truth or factual information, or as a substitute for
professional advice; (ii) you must evaluate Output for accuracy and
appropriateness for your use case, including using human review as appropriate,
before using or sharing Output from the Services; (iii) our Services may provide
incomplete, incorrect, or offensive Output that does not represent Charm’s
views; (iv) due to the nature of AI, Output may not be unique and other users
may receive similar output from our Services; and (v) your rights to Output do
not extend to other users’ output or to any output generated by third-party
services.
Charm respects the intellectual property of others, and expects users to do the
same. If you believe, in good faith, that any materials provided on or in
connection with the Services infringe upon your copyright or other intellectual
property right, please send the following information to Charm’s Copyright Agent
by email at legal@charm.land or by writing to Charm at 185 Wythe Avenue, 2nd
Floor, Brooklyn, NY 11249, Attention: Legal Operations:
5.1 Prohibited Conduct. You may not, whether intentionally or
unintentionally, directly or indirectly: (i) violate any applicable local,
state, national, or international law or regulation in connection with your use
of the Services; (ii) infringe any copyright, trademark, patent, trade secret,
or other right of any party; (iii) use the Services for any illegal, harmful, or
abusive activity; (iv) automatically or programmatically extract data or Output
in violation of any third-party provider’s terms; or (v) represent that Output
was human-generated when it was not.
5.2 No Service Attacks. You may not institute, assist, or become involved in
any type of attack, including denial of service attacks, upon the Services, or
otherwise attempt to disrupt the Services or any other person’s use of the
Services. Any such attempt is a violation of criminal and civil laws, and we
reserve the right to seek damages or criminal prosecution to the maximum extent
permitted by law.
5.3 No Unauthorized Access. You may not attempt to gain unauthorized access
to the Services or others’ Accounts through hacking, password mining, or any
other means.
5.4 No Reverse Engineering. You may not reverse engineer, decompile, or
disassemble the Services, or otherwise attempt to derive the source code or
underlying algorithms.
6.1 Compliance. Each party agrees to comply, at all times during the term of
this Agreement, with all applicable laws and regulations related to its
performance hereunder.
6.2 Disclaimer. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR
SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR
YOUR USE AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT
WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT
LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF
TRADE. WE DO NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES AT
TIMES OR LOCATIONS OF YOUR CHOOSING, OR THAT THE SERVICES WILL BE UNINTERRUPTED,
ERROR-FREE, OR SECURE.
7.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL
CHARM OR ITS AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING FROM
YOUR USE OF THE SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY OF LIABILITY, EVEN IF CHARM HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO
NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR
INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS THE LIABILITY OF CHARM SHALL BE
LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
7.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHARM’S TOTAL
AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, CLAIMS, AND CAUSES OF ACTION ARISING
OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE GREATER
OF THE AMOUNT YOU PAID US FOR YOUR USE OF THE SERVICES IN THE SIX (6) MONTH
PERIOD BEFORE THE LIABILITY AROSE, AND ONE HUNDRED DOLLARS ($100.00).
7.3 You agree to indemnify and hold Charm and its affiliates, licensors, and
suppliers harmless from and against any liabilities, costs, claims, demands,
damages, expenses (including reasonable attorneys’ fees), and other losses
arising out of or in any way related to: (i) any breach by you of this
Agreement; (ii) User Content; (iii) your violation of applicable laws; or (iv)
your use or access of the Services.
8.1 Covered Disputes and Arbitration Requirement. You agree to the following
provisions for the resolution of any and all disputes related to or connected
with this Agreement, the Website, the Services, and any related communications
(a “Dispute”). Any Dispute shall be resolved by individual, final, and
binding arbitration under the rules of the American Arbitration Association. YOU
UNDERSTAND AND AGREE THAT YOU ARE WAIVING OUR RIGHT TO SUE OR GO TO COURT TO
ASSERT OR DEFEND OUR RIGHTS.
8.2 Notice. The party asserting a Dispute shall provide written notice to
the other party describing the facts and circumstances and allowing the
receiving party sixty (60) days in which to respond. Notice shall be made by
email to legal@charm.land or by first-class mail to Charmbracelet, Inc., 185
Wythe Ave, 2nd Floor, Brooklyn, NY 11249, or to you at the address associated
with your Account.
8.3 How Arbitration Works. Following the sixty (60) day notice period,
either party may initiate arbitration, which shall be conducted by the American
Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules,
as modified by this Agreement. The parties agree to arbitrate by video or as
otherwise agreed between the parties. In the event the AAA is unavailable, the
parties shall agree to, or the court shall select, another arbitration provider.
The arbitrator will have exclusive authority to resolve all issues, including
the arbitrability of any dispute.
8.4 Class Action Waiver. You agree to waive the right to resolve any Dispute
in court before a jury and that any arbitration will be conducted only on an
individual basis and not in a class, collective, or representative action. Any
relief awarded will be in your individual capacity only.
8.5 Right to Opt Out. You may opt out of this Arbitration Agreement within
thirty (30) days after the first time you create an Account or otherwise access
the Services. You may opt out by sending an email to legal@charm.land with the
subject line “Reject Arbitration” including your name, mailing address, and the
email address associated with your Account.
8.6 Applicable Law. You agree that the Federal Arbitration Act shall govern
any Dispute, and that the substantive law shall be the law of the State of
Delaware, excluding its conflict of laws rules.
9.1 Governing Law. This Agreement is governed by the laws of the State of
Delaware, excluding its conflict of laws principles. Except for disputes subject
to arbitration under Section 8, you hereby irrevocably consent to the exclusive
jurisdiction and venue of the state and federal courts located in Delaware for
all claims and disputes arising out of or relating to the Services and this
Agreement.
9.2 Assignment. We may assign this Agreement, in whole or in part, at any
time. You may not assign this Agreement without our prior written approval.
9.3 Invalidity. If any part of this Agreement is determined to be invalid or
unenforceable, the invalid or unenforceable provision will be deemed superseded
by a valid, enforceable provision that most closely matches the intent of the
original provision, and the remainder of this Agreement shall continue in
effect.
9.4 Entire Agreement. This Agreement constitutes the entire agreement
between you and us with respect to the Services and supersedes all prior or
contemporaneous agreements and communications, whether electronic, oral, or
written, between you and us.
9.5 No Waiver. Our failure or delay to enforce any provision of this
Agreement shall not be deemed a waiver of such provision or any future
obligation to comply with such provision.
9.6 Force Majeure. Neither party shall be liable for any delay or failure in
performance resulting from causes beyond its reasonable control.
9.7 Notice. Charm may provide you notice through the Website, to your email
address on file, or any other reasonable means. All notices to Charm shall be in
writing and addressed to:
Charmbracelet, Inc. 185 Wythe Ave, 2nd Floor Brooklyn, NY 11249
legal@charm.land
9.8 International Users; GDPR. The Services are operated from the United
States. If you are located in the European Economic Area, United Kingdom, or
Switzerland, the following applies: (a) Charm acts as a data processor when
processing your User Content on your behalf; (b) your User Content may be
transferred to and processed in the United States or other jurisdictions where
our service providers operate; (c) we rely on appropriate safeguards for such
transfers, including standard contractual clauses where required; and (d) a Data
Processing Agreement is available upon request by contacting legal@charm.land.
For all data protection inquiries, contact legal@charm.land.
Last Updated: May 2026
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