NEAR AI Cloud Terms of Service

During the Term, NEAR AI will make the Services available to Customer in accordance with these Terms, the Documentation, and any applicable Order Form(s). Subject to the terms and conditions herein, Customer may use the Services to (i) generate Outputs based on its Inputs through Third-Party Generative AI Models made available within the NEAR AI Cloud, and (ii) make the Services available to its End Users as integrated into or through the Customer Application.

Customer will only use the Services for its legitimate purposes in accordance with these Terms, including the AUP. Customer will not:

• (i) use, copy, modify or otherwise prepare derivative works of the Services, unless expressly authorized in these Terms;
• (ii) use the Services to develop any product or artificial intelligence model that competes with the Services or any Third-Party Generative AI Services;
• (iii) reverse engineer, disassemble, alter or decompile the Services;
• (iv) interfere with or disrupt the Services, bypass or disable rate limits, security, or attestation/verification mechanisms;
• (v) automatically or programmatically extract data and/or outputs, except via our published NEAR AI Cloud APIs under applicable rate limits;
• (vi) misrepresent AI-generated content as human-created;
• (vii) use Outputs to develop or train competing AI models, unless expressly permitted in a separate written agreement;
• (viii) run cryptocurrency mining, proof-of-work/stake computations, or similar high-risk workloads without prior written authorization;
• (ix) use free-tier resources as a proxy/VPN or for workloads earning third-party financial rewards;
• (x) sell, resell, sublicense, transfer, or distribute any or all of the Services;
• (xi) use the Services to create, collect, transmit, store, use, or process any data that violates applicable laws, or infringes any third party's intellectual property or other rights;
• (xii) use the Services in violation of any Trade Restrictions;
• (xiii) remove any copyright, trademark, proprietary rights, disclaimer, or warning notice;
• (xiv) use the Services or any Output in violation of the AUP; or
• (xv) transmit, store, or process Protected Health Information except as permitted by an executed Business Associate Agreement.

Customer shall not exceed the API usage limits, quotas, or thresholds set forth in the applicable Order Form, Documentation, or otherwise communicated by NEAR AI. Any use beyond such limits may result in account throttling, suspension, or additional fees, at NEAR AI's discretion.

Certain Services may be offered with deployment within CVMs, as further described in the applicable Documentation or Order Form. CVM-based deployment is subject to the additional terms, acknowledgements and limitations set forth in Section 14 (Confidential Virtual Machines).

NEAR AI may make changes to the 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 Customer has prepaid for certain Services, NEAR AI will not be liable for any change to or any suspension or discontinuation of the Services.

From time to time, NEAR AI may make available to Customer services or functionality designated as alpha, beta, pilot, preview, or similar (“Beta Services”). Beta Services are not considered “Services” under these Terms. Beta Services (a) are not a final product and may contain defects, bugs, and other issues; and (b) are provided solely on an “AS IS” and “AS AVAILABLE” basis without any warranty of any kind. YOU ASSUME ALL RISKS AND COSTS ASSOCIATED WITH YOUR USE OF THE BETA SERVICES.

Customer acknowledges that NEAR AI uses Usage Data (excluding Customer Content or Personal Data) for legitimate business purposes related to the ongoing operation, development, security and improvement of the Services. NEAR AI will not disclose Usage Data externally except in de-identified and/or aggregated form that does not reasonably identify Customer.

Customer must create an Account to use the Services and is responsible for the information it provides, the security of its passwords (including any keys for the NEAR AI Cloud API), and for any use of its Account. Customer is responsible for all activity that occurs under its Account, and shall immediately notify NEAR AI upon becoming aware of any unauthorized access to, or security breach involving, its login credentials or Account.

Only Customer's Authorized Users may access and use the Services, provided that (i) End Users may only access the Services through the Customer Application, and (ii) only Authorized Account Users may access the Services through the Customer's Account. Customer is responsible for the compliance with the terms of these Terms by its Authorized Account Users and for compliance of the End User Agreement by the End Users.

Customer will (a) ensure that Customer's and its Authorized Users' use of the Services complies with these Terms, (b) ensure End Users enter into an End User Agreement and terminate access for any End User that violates the terms thereof if it adversely affects NEAR AI, (c) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services, and (d) immediately notify NEAR AI of any unauthorized use of, or access to, the Services or Account.

Customer is responsible for all Input it and its End Users submit to the Services. By submitting Input, Customer represents and warrants that it has all rights, licenses, and permissions necessary for NEAR AI to process the Input under these Terms, and that any Input submitted will not violate these Terms, NEAR AI's Acceptable Use Policy, or any applicable laws or regulations.

Customer is responsible for all Output it creates. Subject to your compliance with these Terms, we assign you all of our right, title and interest, if any, in and to Outputs. Where required by law or regulation, you must disclose that Output was AI-generated and comply with applicable transparency obligations (e.g., EU AI Act, FTC guidance).

If NEAR AI becomes aware that Customer's or Customer's End Users' use of the Services violates Section 4.2 (Use Restrictions) or the Acceptable Use Policy, then NEAR AI may suspend all or part of Customer's use of the Services until the violation is corrected.

NEAR AI may also suspend all or part of Customer's use of the Services without prior notice if (a) suspension is needed to protect the Services, NEAR AI's infrastructure, or any other customer; (b) there is suspected unauthorized third-party access to the Services; (c) NEAR AI reasonably believes that immediate suspension is required to comply with any applicable law; or (d) Customer or its Authorized Users are in breach of these Terms. NEAR AI will reinstate Customer's access when the circumstances giving rise to the suspension have been resolved.

The Services, and all materials contained therein, and all Intellectual Property Rights related thereto are the exclusive property of NEAR AI and its licensors. NEAR AI reserves all rights not expressly granted herein.

As between Customer and NEAR AI, Customer retains all right, title, and interest in and to Customer Data, including Inputs. Customer grants NEAR AI a limited license in Customer Data solely for the purpose of providing the Services. NEAR AI will not use Customer Data to train any generative AI models. NEAR AI also maintains written agreements with the providers of the Third-Party Generative AI Services prohibiting third parties from using Customer Data to train their AI models.

At its option, Customer may provide feedback or suggestions about the Services to NEAR AI. If Customer provides Feedback, then NEAR AI may use such Feedback without restriction and without obligation to Customer.

Customer may access certain Services by purchasing prepaid usage credits (“Usage Credits”) that are consumed based on metered usage at the rates specified on the NEAR AI website. Usage Credits are non-transferable, non-refundable, and may expire as stated at the time of purchase.

We may offer one or more subscription plans, each with different available features, functionalities or length of subscription. The fees for each Plan are as set forth on our Website. We reserve the right to change our available Plans, or the fees for a Plan, at any time provided that such changes will only apply on a go-forward basis to any renewal of your subscription.

By enrolling in one of our automatically renewing Plans, you authorize us and/or our third-party payment processor to charge your credit card at the beginning of your subscription term, and on a recurring basis. Your Plan will continue for the period of time of the subscription period that you selected and will automatically renew until terminated. You must cancel your Plan before it renews in order to avoid billing of the subscription fees for the next billing cycle.

When you cancel a subscription, you cancel only future charges associated with your subscription. In order to avoid future charges, you must cancel your subscription at least 24 hours prior to the end of your current subscription period. To cancel, please use the cancellation functions in your Customer Account or contact us at hello@near.ai.

All payments (including subscription fees, overage charges, and amounts paid for usage credits) are nonrefundable and not redeemable for cash, in whole or in part. For clarity, usage credits are nonrefundable. We reserve the right to issue refunds, credits, or discounts at our sole discretion.

We may offer promotional trial subscriptions for free or at special discounted prices. If you sign up for a trial subscription, your rights to use the applicable portion of the Service are limited by the terms of such trial and will terminate or renew according to the terms of your trial arrangement.

“Confidential Information” means information that one Party (or an Affiliate) discloses to the other Party under or in connection with these Terms, and which is marked as confidential or, under the circumstances surrounding the disclosure, would reasonably be considered confidential. Confidential Information does not include information that is independently developed by the Recipient, is rightfully given to the Recipient by a third party without confidentiality obligations or becomes public through no fault of the Recipient. Customer Data is considered Customer's Confidential Information.

The Recipient will only use the Discloser's Confidential Information to exercise the Recipient's rights and fulfill its obligations under these Terms and will use reasonable care to protect against the disclosure of the Discloser's Confidential Information. The Recipient may disclose Confidential Information only to its Representatives who need to know it and who have agreed in writing to keep it confidential.

In the event that Recipient is required to disclose Confidential Information to comply with legal process or valid order of a court of competent jurisdiction, the recipient shall (a) notify the Discloser prior to making such disclosure to permit Discloser to seek confidential treatment, and (b) disclose only that portion of Discloser's Confidential Information that is legally required to be disclosed.

NEAR AI will process any Personal Data contained in Business Contact Information in accordance with NEAR AI's Privacy Policy; and to the extent NEAR processes any Personal Data contained in the Customer Data, it will do so in accordance with the Data Processing Agreement which is incorporated by reference herein.

NEAR has implemented and will maintain technical, organizational, and physical measures consistent with recognized industry standards and practices designed to ensure the confidentiality, integrity and availability of Customer Data.

NEAR AI offers CVM-based deployment in two distinct configurations: (i) Dedicated CVM — a CVM deployment in which Customer is allocated an entire physical hardware stack, reserved exclusively for Customer's workloads, with no co-tenancy at the hardware level; and (ii) Shared CVM Instance — a logically isolated CVM instance deployed within a physical hardware environment shared among multiple customers, with isolation enforced through hardware-based memory encryption and TEE partitioning. The applicable deployment configuration shall be identified in the Order Form at the time of contracting.

NEAR AI does not warrant that CVM-based deployment will be available in all regions, configurations or service tiers, and reserves the right to modify, suspend or discontinue CVM availability upon reasonable notice to Customer.

For purposes of this Section, “Attestation” means the cryptographic process by which the integrity and configuration of a CVM environment can be verified by Customer prior to submitting workloads. Customer is solely responsible for independently verifying Attestation prior to submitting sensitive workloads to a CVM. NEAR AI makes no representation that Attestation reports constitute a warranty that the underlying hardware is free of undisclosed vulnerabilities.

14.3.1 Dedicated CVMs. Attestation covers the integrity and configuration of the entire allocated hardware stack and its TEE.

14.3.2 Shared CVM Instances. Attestation verifies the integrity and configuration of Customer's logical instance and its TEE partition only. Attestation does not extend to verifying the absence of co-tenant workloads on the underlying shared physical hardware.

Customer is solely responsible for securely configuring workloads, encryption, managing cryptographic keys used within the TEE (including generating, rotating, safeguarding and, upon termination, destroying such keys), identity and access controls, and secure application design within CVM environments. NEAR AI does not have access to cryptographic keys managed by Customer within the TEE and accordingly cannot recover Customer workloads, data or configurations in the event of Customer's loss or destruction of such keys.

Consistent with the design of CVM environments, NEAR AI does not have access to the contents of Customer workloads, memory or data processed within a running TEE during normal operations. Customer acknowledges that this architectural limitation may affect NEAR AI's ability to provide technical support, perform diagnostics or respond to incidents that require workload-level information.

The use of a CVM does not grant customer, and customer hereby expressly waives, any right of physical access to, or physical possession of, any NEAR AI servers, hardware, equipment, or other assets. Designation of a deployment as a “dedicated CVM” refers exclusively to the logical and hardware-level isolation of customer's allocated resources and does not confer any proprietary, possessory, or access right in or to the underlying physical infrastructure.

Customer acknowledges that CVMs and TEEs are intended to reduce the risk of unauthorized access, but do not eliminate all security risks. In particular, Customer acknowledges that (i) hardware-level vulnerabilities may exist and may not be known to NEAR AI at the time of deployment; (ii) the security properties of CVMs depend in part on the integrity of hardware manufacturer attestation infrastructure outside of NEAR AI's control; (iii) the protections afforded by TEEs are subject to inherent technical limitations; and (iv) with respect to Shared CVM Instances, side-channel vulnerabilities or other advanced hardware-level attack vectors may theoretically exploit the shared physical environment.

NEAR AI makes no representations or warranties that the use of CVMs will prevent all unauthorized access, hardware-level vulnerabilities, side-channel attacks or other advanced threats. Customer's compliance with applicable regulatory obligations remains solely Customer's responsibility.

Upon expiration or termination of CVM-based Services, NEAR AI will decommission the applicable CVM environments in accordance with its standard decommissioning processes.

14.8.1 Dedicated CVMs. NEAR AI's decommissioning procedures for Dedicated CVMs are designed to render encrypted CVM memory, storage, and host-level data irrecoverable across the entire allocated physical hardware stack.

14.8.2 Shared CVM Instances. NEAR AI's decommissioning procedures for Shared CVM Instances are designed to render the logical instance and its encrypted TEE partition irrecoverable. Customer's deletion of its cryptographic keys is the primary mechanism for rendering data within the TEE irrecoverable.

This Section 15 applies to all autonomous artificial intelligence agent software deployed by Customer within the NEAR AI Cloud, including without limitation, OpenClaw and any open-source or third-party alternatives, as well as the NEAR AI-developed AI Agent offering, IronClaw (collectively “AI Agent Software”). “AI Agent” means any software process deployed by or on behalf of Customer that is capable of independently initiating actions, making decisions, calling external APIs, or executing multi-step tasks without per-action human authorization.

Customer is solely and exclusively responsible for all actions taken by any AI Agent deployed under Customer's Account, regardless of whether such actions were explicitly authorized, foreseeable or intended by Customer. Without limiting the foregoing, Customer shall be responsible for:

• 15.2.1 all actions taken by sub-agents, delegated processes, or additional agent instances initiated by an AI Agent originally deployed by Customer;
• 15.2.2 all effects and results of AI Agent actions, including API calls, data submissions, communications, content generation, financial transactions, and any other actions taken by an AI Agent;
• 15.2.3 ensuring that each Agent is configured with appropriate scope limitations, permission boundaries, and intervention mechanisms prior to deployment; and
• 15.2.4 implementing and maintaining human oversight mechanisms sufficient to monitor AI Agent behavior, detect anomalous or unintended actions, and intervene where necessary.

Where Customer deploys AI Agents within its CVM, Customer acknowledges that the architecture of the TEE is designed such that NEAR AI has limited or no ability to observe, access, audit, log, intervene in, or otherwise monitor AI Agent behavior within the TEE. Customer further and expressly acknowledges that:

• 15.3.1 NEAR AI cannot detect or prevent unauthorized, anomalous, or harmful AI Agent behavior occurring within a CVM in real time;
• 15.3.2 NEAR AI cannot recover, reconstruct, or provide access to any AI Agent outputs, decisions, logs, or processed data generated within a CVM; and
• 15.3.3 NEAR AI cannot provide any audit trail, activity log, or compliance record of AI Agent actions occurring within a CVM. Customer is solely responsible for implementing any logging, monitoring, or audit capability it requires.

AI Agents deployed on the NEAR AI Cloud may operate as persistent compute processes across extended periods. Customer acknowledges and agrees:

• 15.4.1 No Backup. NEAR AI does not provide backup services for AI Agent processes or in-enclave AI Agent state. Customer is solely responsible for implementing any state persistence, checkpointing, or recovery mechanisms.
• 15.4.2 Suspension. NEAR AI may suspend a CVM instance hosting an AI Agent for maintenance, resource management, or operational reasons. Suspension may interrupt AI Agent execution mid-task. Customer is solely responsible for designing AI Agents to handle such suspension and interruption.
• 15.4.3 Termination. Upon termination of Customer's CVM-based Services, all AI Agent processes operating within the CVM will be terminated. NEAR AI shall have no responsibility for the consequences of mid-task AI Agent termination.
• 15.4.4 No Recovery of In-TEE State. NEAR AI cannot access, recover, or reconstruct any AI Agent state, memory, task history, or processed data that existed within a TEE at the time of suspension or termination.

Customer is solely responsible for all AI Agent Credentials stored within or provided to any AI Agent operating within Customer's CVM environment, including the security, appropriate scoping, rotation and revocation thereof. In the event that AI Agent Credentials are compromised or misused, Customer shall have sole responsibility for all resulting losses, damages, and third-party claims.

NEAR AI is not the developer, maintainer, licensor, or distributor of any Third-Party AI Agent Software. NEAR AI makes no representation or warranty of any kind with respect to any Third-Party Agent Software. Customer is solely responsible for evaluating, testing and validating any Third-Party AI Agent Software prior to deployment.

In addition to any other indemnification obligations set forth in these Terms, Customer agrees to defend, indemnify and hold harmless NEAR AI from and against any and all Losses arising out of or relating to (a) any action taken by an AI Agent deployed under Customer's Account; (b) any misuse, unauthorized use, or compromise of AI Agent Credentials; (c) any failure by Customer to comply with the terms of any API provider in connection with AI Agent-driven API usage; (d) any claim by a data subject, regulatory authority, or third party arising from AI Agent-driven data processing; and (e) an allegation that content generated by an AI Agent infringes upon a third party's Intellectual Property Rights.

Without limiting Section 4.2, the following uses of AI Agents within the NEAR AI Cloud are prohibited. Customer shall not deploy, operate or permit the operation of any AI Agent that: (a) operates without adequate human oversight; (b) engages in unlawful or harmful automated interactions with third parties; (c) evades external monitoring capabilities or bypasses safety controls; (d) processes personal data unlawfully or generates content that violates NEAR AI's AUP; or (e) provides advice or determinations in regulated domains (e.g., medical diagnoses, legal advice, financial advice) without legally-required authorizations, licenses and human oversight mechanisms.

Each Party represents and warrants that (a) it has full power and authority to enter into these Terms, and (b) it will comply with all laws applicable to its obligations under these Terms.

Customer represents and warrants that (a) it has obtained all necessary rights, licenses and consents to use, host and deploy any Customer Application; (b) it has obtained all rights, licenses, consents, and authorizations required by applicable law to allow Customer to upload, use, transmit and grant NEAR AI the rights to access, use and process Customer Data; (c) its use of the Services will comply with all applicable laws, regulations and NEAR AI's Acceptable Use Policy; (d) it will not permit any Authorized User to use the Services in connection with unlawful, obscene, deceptive, defamatory, harassing, discriminatory or otherwise violate applicable law; and (e) it is solely responsible for reviewing, evaluating, and determining the appropriateness of any Outputs.

NEAR AI warrants that the Services will substantially comply with any applicable Documentation. In the event of a breach of the foregoing warranty, Customer's exclusive remedy will be for NEAR AI to use commercially reasonable efforts to provide an error-correction or work-around within a reasonable time after such nonconformity is identified and reported by Customer.

NEAR AI will defend, indemnify and hold harmless Customer, its Affiliates, and its employees, officers and directors from and against any and all Losses arising out of or relating to any Claim alleging that the Services or any part thereof infringes upon such third party's Intellectual Property Rights.

Customer will defend, indemnify and hold harmless NEAR AI, its Affiliates, and its employees, officers and directors from and against any and all Losses arising out of or relating to a Claim to the extent arising from (a) any Customer Application or Customer Data; (b) Customer's or an Authorized User's use of the Services in breach of these Terms; (c) Customer's or an Authorized User's violation of applicable law in connection with its use of the Services; and (d) any dispute between Customer and its End Users.

NEAR AI will have no obligations under this Section 18 with respect to any Claim that relates to or arises from: (i) Customer's continuation of an activity after being notified of such activity's alleged infringement; (ii) the combination or use of the Services with hardware, software, data or other materials not provided or approved by NEAR AI; or (iii) use of the Services other than in accordance with these Terms.

Each Party will promptly notify the other Party in writing of any Claim for which such Party believes it is entitled to be indemnified. The Indemnitor will promptly take control of the defense and investigation of such Claim and will employ counsel of its choice at the Indemnitor's sole cost and expense. Neither Party shall settle any Claim that results in the Indemnitee's obligation or liability without the Indemnitee's prior written consent.

If NEAR AI reasonably believes the Services might infringe a third party's Intellectual Property Rights, then NEAR AI may, at its sole option and expense: (i) procure the right for Customer to continue using the Services; (ii) modify the Services to make them non-infringing; or (iii) replace the Services with a non-infringing alternative. If NEAR AI does not believe the remedies in (i)-(iii) are commercially reasonable, NEAR AI may suspend or terminate Customer's use of the impacted Services.

These terms will commence on the Effective Date and continue until the earlier of such time as (i) Customer closes its Account, and (ii) a party terminates these Terms as set forth herein.

Either party will be entitled to terminate these Terms (i) if the other party commits a material breach and fails to cure such breach within thirty (30) days of written notification, and (ii) upon written notice if the other party enters into liquidation, becomes insolvent, or enters into receivership or bankruptcy.

NEAR AI reserves the right to terminate these Terms and close your Account upon notice to you in the event that we determine we are required to do so by law, in which case we will refund to you any prepaid fees covering the remainder of your payment period.

Upon any expiration or termination of these Terms: (a) Customer's rights and access to the Services will terminate unless otherwise described in these Terms, and (b) all fees will become due and owing.

Sections that by their nature are intended to survive include: Section 10 (Intellectual Property), Section 11 (Subscriptions & Payment), Section 12 (Confidential Information), Section 13 (Data Privacy & Security), Section 16 (Representations and Warranties), Section 17 (Disclaimers), Section 18 (Indemnification), Section 19 (Limitation of Liability), Section 20.4 (Effect of Termination), Section 22 (Dispute Resolution; Governing Law), and Section 23 (Miscellaneous).

All claims arising out of or relating to these Terms or the Services will be governed by the laws of the State of Delaware, USA, excluding Delaware's conflicts of laws rules.

Before commencing any action, the parties will attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to these Terms through discussions between persons with decision-making authority. If a Dispute is not resolved within sixty (60) days after written notice, either party may bring an action in accordance with Section 22.3.

The parties agree that any action arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in the State of Delaware, and each party irrevocably submits to the personal jurisdiction and venue of such courts.

Each party irrevocably waives any right to a jury trial in any action arising out of or relating to these Terms or the Services.

Notices to Customer must be sent to the email address associated with Customer's Account. Notices to NEAR AI must be sent to legal@near.ai. Customer is responsible for keeping its email address current throughout the Term.

Neither Party may assign any part of these Terms without the written consent of the other, except to an Affiliate where (a) the assignee has agreed in writing to be bound by these Terms, and (b) the assigning Party has notified the other Party of the assignment. Any other attempt to assign is void.

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, or war.

These Terms do not create any agency, partnership, or joint venture between the Parties.

Neither Party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms.

If any part of these Terms is invalid, illegal, or unenforceable, the rest of these Terms will remain in effect.

These Terms do not confer any benefits on any third party unless it expressly states that it does.

Each Party acknowledges that a material breach of these Terms adversely affecting a Party's Intellectual Property Rights or the Confidential Information of either Party may cause irreparable harm for which monetary damages would be inadequate. In such event, the non-breaching Party will be entitled to seek equitable or injunctive relief.

These Terms set out all terms agreed between the Parties and supersede all other agreements between the Parties relating to its subject matter.

Headings and captions used in these Terms are for reference purposes only and will not have any effect on the interpretation of these Terms.