Terms of Service

1. Introduction

These Terms of Service ("Terms") constitute a legally binding agreement between you, whether personally or on behalf of an entity ("you" or "User"), and Atherion LLC ("Atherion," "we," "us," or "our"). Your use of Atherion.app (the "Site") and all services made available through the Site, including our AI-powered development platform, cloud hosting, sandboxed environments, and related tools (collectively, the "Services") is subject to these Terms.

By using the Site and any of our Services, you:

• Acknowledge that you have read and understood these Terms;
• Agree to be bound by these Terms;
• Agree to our Privacy Policy; and
• Commit to comply with all applicable laws and regulations.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. We may revise these Terms at any time by posting updated terms on the Site. Your continued use of the Services after any such changes constitutes your acceptance of the revised Terms.

2. Definitions

• "Platform" means our AI-powered software platform, accessible through the Site, that lets you create applications and websites by interacting with artificial intelligence.
• "Customer Data" means any content, code, text, images, files, or other data that you input, upload, submit, host, or generate through the Services, including applications you create using the Platform.
• "AI Output" means code, content, designs, or other outputs generated by our AI systems in response to your inputs and prompts.
• "Sandbox" means our isolated cloud environment where your applications are built, run, and deployed.
• "Credits" means prepaid, non-refundable units you purchase or receive to use the Services.
• "Usage Data" means telemetry, logs, performance data, usage metrics, and other technical data generated by or in connection with your use of the Services.
• "Atherion Materials" means the Platform, the Services, the Site, and all related software, technology, documentation, tools, templates, algorithms, models, interfaces, and content we provide.

3. Eligibility

You may use the Services only if:

• You are at least eighteen (18) years old or the age of majority in your jurisdiction and have the legal capacity to enter into a binding contract.
• You are not located in, or acting on behalf of a person or entity located in, a country or territory subject to U.S. government embargoes or sanctions.
• You are not on any U.S. government list of restricted or prohibited parties.

The Services are not intended for individuals under the age of eighteen (18). If we discover that we have collected personal data from a minor without verifiable parental consent, we will promptly delete that information. If you are using the Services on behalf of a company or other entity, you further represent that you have authority to bind that entity to these Terms.

4. License to Use Our Services

Subject to these Terms, we grant you a limited, personal, non-exclusive, non-transferable, revocable license to access and use the Services for your personal or internal business purposes, as permitted by your subscription plan. This license does not give you any ownership interest in the Services or Atherion Materials, and all rights not expressly granted are reserved by us.

This license terminates immediately if you violate these Terms or your account is terminated for any reason.

5. License Restrictions

You agree not to, and not to allow others to:

• Copy, modify, distribute, sell, lease, sublicense, or otherwise exploit the Services or Atherion Materials except as expressly permitted.
• Resell, provide, or make the Services available to any third party on a service bureau or time-sharing basis.
• Share your account credentials or allow unauthorized access to your account.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, models, or algorithms underlying the Services.
• Bypass or disable any security, usage, or access controls.
• Use automated tools (such as bots, scrapers, or crawlers) to access or interact with the Services without our written permission.
• Upload, transmit, or distribute any malicious code, viruses, or harmful content.
• Overload, disrupt, or interfere with the normal operation of the Services.
• Use the Services to harass, defame, impersonate, or otherwise harm others.
• Use the Services in violation of applicable laws, regulations, export controls, or sanctions.
• Use the Services to generate or disseminate harmful, misleading, unlawful, or infringing content.
• Use AI Output without appropriate review in high-risk or sensitive contexts (including medical, legal, financial, or safety-critical uses).
• Extract, reconstruct, or attempt to determine model weights, training data, or system logic.
• Use the Services, AI Output, or prompts to train, develop, or improve competing AI models.
• Mine cryptocurrency or engage in any resource-intensive activities not related to legitimate use of the Services.

6. Ownership & Intellectual Property

Our Rights

We (and our licensors) own all rights, title, and interest in and to the Services and Atherion Materials. This includes the Platform, all underlying software, infrastructure, technology, databases, APIs, models, algorithms, interfaces, and tools, and all improvements, modifications, or derivative works of the foregoing. Except for the limited license we grant you under these Terms, we reserve all rights in and to the Services and Atherion Materials.

Your Rights

You retain ownership of your Customer Data, including the applications, websites, code, and other projects you build using the Services. As between us, you also own any AI Output generated for you through the Services, subject to any third-party rights in the underlying models, training data, or outputs.

License Grant to Atherion

To provide the Services, you grant us a worldwide, non-exclusive, royalty-free license to use, copy, modify, process, and display your Customer Data as necessary to:

• Operate, maintain, and improve the Services;
• Provide technical support and troubleshooting;
• Ensure security and prevent abuse.

We will not use your private Customer Data for model training without your explicit consent. If you do not want your Customer Data used for any purpose beyond providing the Services, you may opt out by contacting us or upgrading to an Enterprise plan with enhanced data-handling controls.

Usage Data

We own all Usage Data generated by or in connection with your use of the Services. We may use Usage Data for any business purpose, including monitoring, analytics, benchmarking, improving the Services, and developing new features or offerings.

Feedback

If you provide us with any feedback, suggestions, ideas, or other information relating to the Services ("Feedback"), you agree that we may use, copy, modify, distribute, publish, or otherwise exploit that Feedback for any purpose without restriction or compensation to you.

7. Billing & Payments

Subscription Plans

You can use the Platform under a free or paid plan, as described on the Site. Paid plans are billed in advance on a monthly or annual basis and renew automatically unless you cancel before the renewal date in your account settings. Plan limits (features, usage thresholds) are described on the Site and may change from time to time.

Credits System

Certain Services may run on Credits. Credits are consumed as you use those Services and are in addition to any Platform subscription fees. Credits are prepaid, non-refundable, and non-redeemable for cash or any other value. Credits represent only a limited license to access the Services and are not deposits, stored value, or financial instruments.

Payment Terms

We accept Visa, Mastercard, American Express, and other major payment methods through our payment processor (Stripe). You agree to provide current, complete, and accurate purchase and account information. Fees are exclusive of taxes; you're responsible for any applicable taxes, duties, or government charges. All payments shall be in U.S. dollars.

No Refunds & Forfeiture

Except where required by law, all fees are non-refundable. If you cancel your subscription, you will continue to have access until the end of your current billing period, but no refund will be provided for the remaining period.

Rollover Credits: Any accumulated or "rolled over" credits are a benefit of an active subscription. If you cancel your subscription or if your account is terminated for violation of these Terms (including abuse), all accumulated credits are immediately forfeited and cannot be refunded, redeemed for cash, or transferred.

8. AI Services & Disclaimer

The Services utilize artificial intelligence models to generate code, content, and other outputs ("AI Output"). AI Output may contain errors, inaccuracies, or other issues and should not be relied upon without independent review and testing. You are solely responsible for:

• Reviewing, validating, and testing any AI Output before deployment;
• Ensuring AI Output complies with applicable laws, regulations, and third-party rights;
• Not relying on AI Output for critical or high-risk functions (including medical, legal, financial, or safety-related purposes) without appropriate safeguards.

AI Output may be similar or identical to content generated for other users who submit similar prompts. We do not guarantee that AI Output will be unique, free of third-party rights, accurate, or suitable for any particular purpose.

Third-Party AI Providers: We may use third-party AI providers (such as OpenAI, Anthropic, or Google) to power certain features. By using the Services, you consent to your inputs being transmitted to these providers solely for the purpose of generating AI Output, subject to their respective privacy policies and terms.

9. Customer Data & Privacy

No Sensitive Data

You agree not to upload, input, or otherwise provide any protected health information under HIPAA, or any other sensitive categories of data (such as financial account numbers, government identifiers, or biometric data). Our Services are not designed to handle that type of data, and we disclaim all responsibility if you choose to submit it.

Data Processing

The Services run in part on third-party infrastructure providers and AI systems. By using the Services, you consent to the transfer, processing, and storage of your Customer Data by these providers as necessary to deliver the Services. We will not use raw or identifiable personal information for model training. For more details, please see our Privacy Policy.

Data Retention & Deletion

We may retain Customer Data as long as reasonably necessary to provide the Services. Upon account termination or deletion request, we will delete your personal data within 30 days, except for data required for fraud prevention, legal compliance, or legal defense purposes. Backups may retain data for up to 90 days before permanent deletion.

10. Service Availability & Dependencies

We provide the Services using a combination of our own technology and third-party providers. Because we do not fully control these providers, we cannot guarantee the uninterrupted availability, performance, or security of the Services. You understand and agree that interruptions, delays, or errors may occur, and that we will not be responsible for issues caused by those providers or by events beyond our reasonable control (including force majeure events).

We reserve the right to modify or discontinue, temporarily or permanently, all or any portion of the Services without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of all or any portion of the Services.

11. Suspension & Termination

We may suspend or terminate your account, access to the Services, or any portion of them immediately if we reasonably believe you have:

• Violated these Terms (including the License Restrictions);
• Engaged in fraudulent, abusive, or unlawful activity;
• Failed to pay fees when due;
• Exceeded usage limits or engaged in resource abuse.

You may terminate your account at any time through your account settings. Upon termination, your right to access the Services ends immediately, and any unused Credits are forfeited. We may delete all of your Customer Data upon termination.

Termination does not affect any rights or obligations that, by their nature, should continue (including intellectual property rights, disclaimers, limitations of liability, indemnification, and payment obligations).

12. Disclaimer of Warranties

THE SERVICES (INCLUDING THE PLATFORM, AI OUTPUT, AND ALL CONTENT) ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE AND OUR LICENSORS AND PROVIDERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, ABOUT THE SERVICES OR ANY RESULTS YOU MAY OBTAIN. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF HARMFUL CODE, OR THAT AI OUTPUT WILL BE ACCURATE, RELIABLE, OR SUITABLE FOR YOUR INTENDED USE.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR LICENSORS, PROVIDERS, AFFILIATES, AND OFFICERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WE WILL NOT BE LIABLE FOR ANY DOWNTIME, FAILURES, DELAYS, OR OTHER ISSUES CAUSED BY THIRD-PARTY PROVIDERS; FOR ERRORS OR INACCURACIES IN AI OUTPUT; FOR ANY ACT OR OMISSION BY YOU, YOUR USERS, OR ANYONE USING YOUR ACCOUNT; OR FOR LOSS OF CUSTOMER DATA, EXCEPT TO THE EXTENT CAUSED BY OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

IN NO EVENT WILL OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS EXCEED THE AMOUNT YOU PAID US FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

14. Indemnification

You agree to indemnify and hold us harmless from any claims, damages, losses, or expenses (including reasonable legal fees) arising out of or related to:

• Your use or misuse of the Services;
• Your Customer Data, including any claims of infringement, misappropriation, or violation of third-party rights;
• Your violation of these Terms or applicable laws;
• Your violation of the terms of any third-party AI provider or infrastructure provider;
• Any content you create, deploy, or distribute using the Services.

15. Copyright & DMCA

We respect intellectual property rights and comply with the Digital Millennium Copyright Act ("DMCA"). If you believe your copyrighted work has been copied and made available through the Services in a way that constitutes infringement, please send a written notice to our designated agent with:

• Identification of the copyrighted work claimed to have been infringed;
• Identification of the material that is claimed to be infringing, with enough detail to locate it;
• Your contact information (name, address, phone number, and email);
• A statement that you have a good-faith belief that the use is not authorized;
• A statement that the information is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner;
• Your physical or electronic signature.

Our designated agent for DMCA notices is: legal@atherion.app

16. Governing Law & Dispute Resolution

These Terms and any dispute or claim arising out of or relating to them, the Services, or your use of the Services will be governed by and construed under the laws of the State of Delaware, without regard to its conflict of law principles.

You agree that the state and federal courts located in Delaware will have exclusive jurisdiction over all disputes and claims arising out of or relating to these Terms or the Services, and you consent to the personal jurisdiction of those courts.

Any dispute with us must be brought on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. You and Atherion each waive any right to a jury trial in any legal proceeding arising out of or related to these Terms or the Services.

17. Miscellaneous

Entire Agreement

These Terms are the entire agreement between you and us regarding the Services and supersede all prior or contemporaneous agreements, communications, and understandings.

Assignment

You may not assign, delegate, or transfer these Terms without our prior written consent. We may assign or transfer these Terms, in whole or in part, without restriction.

Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

Waiver

Our failure to enforce any right or provision in these Terms will not be considered a waiver of those rights.

Export Controls

You may not use the Services if you are located in, or acting on behalf of a person or entity located in, a country or territory that is subject to U.S. government embargoes or sanctions. You represent and warrant that you are not subject to such restrictions.

Notices

We may provide notices to you by email to the address associated with your account, through in-product notifications, or by posting on our website. Notices are deemed given when sent. All legal notices to us must be sent to: legal@atherion.app

18. Contact Us

If you have any questions about these Terms or the Services, please contact us: