Subscription Terms

01 Introduction

INSTILL AI LTD (“Instill AI”, “we” or “us”) offers a cloud-hosted platform called Instill AI that enables users to process documents, images, and other files using AI, and to build AI-powered workflows including search, chat, and collections (the “Services”), which is further described in the documentation.

Please read these subscription terms (“Terms”) before using the Services. By using a free, or paid Instill AI subscription to the Services, you acknowledge and agree to these Terms. If you do not agree to these Terms, please do not access the Services. If we process any personal data when providing you with Services, the Instill AI data protection agreement found here.

If you are using this service on behalf of a legal entity, you hereby represent and warrant that you have the authority to bind that legal entity to these Terms. In such cases, references to “you” and “your” in these Terms shall refer to the legal entity that you represent.

02 Your subscription

2.1 Account creation

You need to create an account on the Instill AI platform in order to use the Services. It is your responsibility to ensure that all information, including billing details, that you provide to us is accurate and up-to-date.

2.2 Account security

You must also keep your password secure and confidential. You agree that you will not allow others to access the Services via your subscription.

2.3 Paid subscriptions

If you have a Pro or Team subscription, we will charge you a subscription fee at the start of each billing cycle. Subscription fees are non-cancellable and payable in advance. Except as set out in Section 2.7 (Refunds) or as required by applicable law, all subscription fees are non-refundable. You are liable for all sales, value-added, withholding and other similar taxes imposed by relevant authorities and prices on our website or otherwise quoted to you by us are displayed exclusive of such taxes.

2.4 Changing subscriptions

You acknowledge and agree that (i) the features of the Services you receive depend on your subscription and (ii) if you downgrade your subscription, you will lose features, which may result in a loss of data for which we will not be liable. If you upgrade or downgrade your subscription, we will adjust the fees payable by you in the next billing cycle.

2.5 Suspension

We may suspend your subscription if you breach these Terms or we are unable to take payment for your subscription for more than 30 days.

2.6 Merchant of record

We use Stripe to process customer payments and collect applicable taxes. Payments from your account may appear under the name “Stripe” on your card statements.

2.7 Refunds

2.7.1. General. Except as set out in this Section 2.7 or as required by applicable law, all payments are non-refundable. If you cancel your subscription, you will retain access to your paid plan features until the end of the current billing cycle. No partial refunds are issued for unused time within a billing cycle.

2.7.2. Statutory right of withdrawal (EU, UK, Turkey). If you are a consumer located in the European Union, United Kingdom, or Turkey, you have the right to withdraw from your subscription within 14 days of purchase without giving any reason, in accordance with applicable consumer protection laws. To exercise this right, contact us at support@instill-ai.com within 14 days of the charge. If you have used the Services during the withdrawal period, we may deduct a proportionate amount for the Services used prior to your withdrawal. We will process eligible refunds within 14 days of receiving your request.

2.7.3. Discretionary refunds. In exceptional circumstances (for example, accidental or duplicate purchases), we may, at our sole discretion, issue a one-time refund. Such refunds are not guaranteed and are evaluated on a case-by-case basis. To request a discretionary refund, contact support@instill-ai.com.

03 Cancellation and termination

3.1 Cancellation and termination

Your subscription will start on the date that you create an account. You can cancel your subscription at any time and for any reason to take effect at the end of your then-current billing cycle. We may terminate your subscription upon reasonable notice or with immediate effect if you materially breach these Terms.

3.2 Effect of cancellation or termination

After your subscription is cancelled or terminated, we will stop charging you a subscription fee. If you cancel a paid plan, we will downgrade your subscription to a free subscription.

04 Your responsibilities

4.1 Customer Data

You may upload data to the Services from time to time (“Customer Data”). You are responsible for Customer Data and obtaining all necessary licenses, consents and permissions relating to its use.

4.2 Restrictions

You will not (and will not permit any third party) to: (i) reverse-engineer, disassemble or otherwise reduce to human-perceivable form all or any part of the Services; (ii) copy, modify, create derivative works from, republish or distribute all or any portion of the Services or the Documentation in any form or by any means except to the extent expressly permissible under this Agreement; (iii) access all or any part of the Services in order to build a product or service that competes with the Services or the Documentation; (iv) license, sell, rent, lease, transfer, assign or otherwise commercially exploit the Services or the Documentation; (v) use the Services in a manner that is non-compliant with this Agreement.

4.3 AI Models

You may use the Services with third-party AI models that are made accessible to you via the Services or are independently sourced by you (“AI Models”). You shall comply with all end-user terms relating to these AI Models. As between you and us, you are responsible for AI Models and any disclosure of Customer Data to AI Models.

05 License, Customer Data and ownership

5.1 License

Subject to your compliance with these Terms, Instill AI grants you a non-exclusive, non-sublicensable, non-transferable, revocable right to access and use the Services and Documentation during your subscription for your internal business purposes only. This license will expire upon the termination or expiry of your subscription.

5.2 Ownership of the Services

Instill AI owns all right, title, and interest in the Services, including any customisations, modifications and enhancements made by Instill AI, and the Documentation.

5.3 Ownership of Customer Data

You own all right, title, and interest in the Customer Data. You grant Instill AI a worldwide, non-exclusive license during your subscription to host, copy, access, process, transmit and display Customer Data to maintain, provide and improve the Services.

5.4 Performance data

Instill AI may create statistical and analytical data relating to your use of the Services. Instill AI may use such data for its own business purposes, including maintaining and improving the Services.

06 Liability

6.1 Performance of the Services

We will make commercially reasonable steps to ensure that the Services operate as described in the Documentation. However, we do not guarantee that the Services will always function as intended. If the Services stop working as described in the Documentation, then we will seek to rectify this within a reasonable amount of time. Unless prohibited by applicable law, this will be your sole remedy for any non-performance of the Services.

6.2 Disclaimer

The Services are provided on an “as-is” and “as-available” basis, without any implied warranties, to the maximum extent permitted by law. Instill AI does not make any warranty or representation with respect to the completeness, reliability, quality or accuracy of the Services, or whether the Services are suitable for your purposes. As between you and Instill AI, you are responsible for AI Models and any disclosure of Customer Data to AI Models. Instill AI disclaims all liability for the performance of the AI Models and makes no guarantee that the Services will interoperate with AI Models.

6.3 Limitation of liability

6.3.1. Instill AI does not limit or exclude its liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

6.3.2. Instill AI will have no liability to you for any loss or damage, including but not limited to lost profits, lost revenues, loss of reputation, or any direct, indirect, special or consequential losses or damages, in connection with these Terms, the Services and the Documentation, howsoever arising, to the maximum extent permitted by applicable law.

07 Miscellaneous

7.1 Governing law and jurisdiction

These Terms are governed by the laws of England and Wales, and any disputes arising out of these terms will be held in the courts of England and Wales. If you are a consumer in a country that requires agreements to be governed by local laws of the consumer’s country, then the previous sentence does not override those laws.

7.2 Assignment

If any provision of these Terms is found by a relevant court or authority to be unlawful or unenforceable, the remaining provisions remain in full force and effect.

7.3 Severability