Terms and Conditions

1. Interpretation and definitions

The words whose initial letters are capitalized have the meanings defined below. The following definitions have the same meaning whether they appear in the singular or the plural.

Affiliate means an entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
API Key means a credential You create in the console to authenticate calls to the Gateway.
Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth).
Company (referred to as "the Company", "We", "Us" or "Our") refers to Operant Pty Ltd ACN 701 597 239 of 330 Church Street, Parramatta, New South Wales 2150, Australia, trading as Operant.
Country/State refers to: New South Wales, Australia.
Gateway means the Operant endpoint Your software calls in place of a Provider's endpoint.
Learned Artifacts means the summaries, embeddings, routing policies and skills the Service derives from Your Content in order to serve You.
Order Form means a written document signed or accepted by both parties that sets out fees, term, and any commitments specific to You. Where an Order Form conflicts with these Terms, the Order Form prevails.
Organization means Your tenant in the Service, and the account of record for everything You send through the Gateway.
Provider means a model provider — for example Anthropic or OpenAI — whose API the Gateway calls on Your behalf.
Provider Credentials means a Provider API key You store with Us so that the Gateway can call that Provider on Your behalf.
Service means the Website, the console at app.operantlabs.com, and the Gateway.
Terms means these Terms and Conditions, including any documents expressly incorporated by reference, which govern Your access to and use of the Service and form the entire agreement between You and the Company regarding the Service.
Third-Party Social Media Service means any services or content provided by a third party that is displayed, included, made available, or linked to through the Service.
Website refers to Operant, accessible from https://www.operantlabs.com.
You means the individual accessing or using the Service, or the company or other legal entity on behalf of which such individual is accessing or using the Service.
Your Content means the prompts, messages, tool definitions, tool inputs, tool outputs, model responses and configuration You send to or create in the Service.

2. Acknowledgment

These are the Terms governing use of this Service and the agreement between You and the Company. They set out the rights and obligations of all users regarding use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms. They apply to all visitors, users and others who access or use the Service. By accessing or using the Service You agree to be bound by them. If You disagree with any part of them, You may not access the Service.

You represent that You are over the age of 18. The Company does not permit those under 18 to use the Service. If You accept these Terms on behalf of a company or other legal entity, You represent that You have authority to bind it, and "You" refers to that entity.

Your access to and use of the Service is also subject to Our Privacy Policy, which describes how We collect, use and disclose personal information. Please read it carefully before using the Service.

3. What the Service is

The Service is a gateway that sits between Your software and the Providers You already use. You point an agent, an SDK or an application at the Gateway instead of at a Provider, and the Service may, depending on Your configuration:

route a call to a model it judges adequate for the task, which may be a different model from the one Your code names;
reshape or compress the context sent to a Provider in order to reduce token spend;
observe recurring workloads and derive Learned Artifacts from them;
record what each call cost, and report an estimate of what it would have cost without the Service.

Two consequences follow, and You should design around both. The model that answers may not be the model You named. And the context a Provider receives may not be byte-identical to the context You sent. Those are the mechanisms by which the Service reduces cost. Where Your use case requires an exact model or an unmodified context, configure the Service accordingly or do not route that workload through it.

4. Your Account and Organization

When You create an Account You must provide information that is accurate, complete and current. You are responsible for safeguarding Your password and Your API Keys, for all activity that occurs under Your Account, and for the acts and omissions of every member of Your Organization. Notify Us at security@operantlabs.com as soon as You become aware of any unauthorized use.

You may not share an Account, and You may not transfer one without Our written consent.

5. Provider Credentials and Providers

The Service calls Providers using Provider Credentials You supply. Accordingly:

Your relationship with each Provider is Your own. Your use of a Provider through the Gateway remains subject to that Provider's terms and policies, and You are responsible for complying with them.
Provider charges are Yours. Calls the Service makes on Your behalf — including the internal summarization, embedding and judging calls described in Our Privacy Policy — are billed to You by Your Provider.
We store Provider Credentials encrypted and use them only to make calls for Your Organization. You may delete them at any time from the console.
We do not control Providers. We make no representation about the accuracy, legality or fitness of any model output, about a Provider's availability, or about a Provider's decision to change, deprecate or withdraw a model. A Provider outage is not a breach of these Terms by Us.

Model output can be wrong, and can be confidently wrong. Do not rely on it as a sole basis for a decision with legal, financial, medical or safety consequences.

6. Your Content

6.1 Ownership. Your Content is Yours. We claim no ownership of it.

6.2 The licence You give Us. You grant Us a non-exclusive, worldwide, royalty-free licence to host, store, transmit, reshape and process Your Content, and to create Learned Artifacts from it, solely in order to provide, maintain, secure and support the Service for You. The licence lasts as long as We hold Your Content and ends when it is deleted.

6.3 What We store. Our Privacy Policy describes this in detail and is incorporated here by reference. In summary: request and response bodies are not stored as bodies; metadata, cost, one-way fingerprints, system prompts and tool definitions are stored for every call; and once a workload recurs, the Service stores the full text of messages, tool inputs and tool outputs for that workload by default, and backfills earlier turns of the same conversation. You are responsible for what You choose to send through the Gateway. Do not send content You are not permitted to have processed and stored this way.

6.4 Tenancy. Your Content and Your Learned Artifacts are scoped to Your Organization. We do not use them to serve another customer, and We do not train, fine-tune or distil any model offered to anyone else on Your Content.

6.5 Aggregate statistics. We may compile aggregated, de-identified statistics about use of the Service — call volumes, latencies, savings rates and the like — and use them to operate and improve the Service. Such statistics never identify You and never contain Your Content.

6.6 Your warranty. You warrant that You have all rights, consents and lawful bases necessary for Us to process Your Content as described here, including in respect of any personal data it contains.

7. Acceptable use

You may not, and may not permit anyone else to:

use the Service in violation of any applicable law, or of a Provider's terms or usage policies;
send content You have no right to send, or that infringes another party's rights;
attempt to gain unauthorized access to the Service, to another tenant's data, or to any system connected to it;
probe, scan or test the vulnerability of the Service other than under a written authorization from Us, or circumvent any security or rate-limiting measure;
use the Service to develop a competing service, or to benchmark it for publication, without Our prior written consent;
resell, sublicense or provide the Service to a third party except as an Order Form permits;
interfere with the integrity or performance of the Service, or impose an unreasonable load on it.

8. Availability, changes and support

We do not commit to an availability level, a response time or a support window in these Terms. Any such commitment exists only where an Order Form states it. The Service is under active development; We may add, change, deprecate or remove features, and We will give reasonable notice before a change that We expect to break Your integration.

We may suspend the Service, in whole or in part, where necessary for maintenance, to protect the Service or another customer, or where required by law. Where the suspension is planned We will give You notice.

9. Fees

Fees, if any, are those stated in Your Order Form. Where no Order Form is in place, the Service is provided to You at no charge, and We may change or withdraw it on reasonable notice.

Unless the Order Form says otherwise: fees are exclusive of GST and of any other tax, and You are responsible for any such tax other than tax on Our income; where GST is payable on a supply We make to You, You must pay the GST-inclusive amount against a valid tax invoice; fees are non-refundable except where the law requires otherwise; and amounts You owe Your Providers are separate from, and additional to, anything You owe Us.

The savings figure is an estimate. The Service reports what Your traffic cost and what it estimates the same traffic would have cost without the Service. That second number is a counterfactual, computed from a stated methodology. It is a good-faith estimate and not a guarantee, not a warranty and — unless an Order Form expressly makes it one — not a basis for a fee calculation.

10. Intellectual property

10.1 Ours. The Service, and the Company's name, logo, visual design and trademarks, are and remain the exclusive property of the Company and its licensors, except for third-party components licensed under their own terms. Nothing in these Terms transfers any right in them to You other than the right to use the Service in accordance with these Terms.

10.2 Learned Artifacts. Learned Artifacts derived from Your Content are made available to Your Organization for as long as You use the Service. The underlying models, methods and software that produce them remain Ours. [CONFIRM with counsel who owns a learned skill on termination, and settle the ownership position for any distilled model weights before either is described commercially.]

10.3 Feedback. If You send Us suggestions or feedback, We may use them without restriction or obligation to You.

10.4 Publicity. We will not use Your name or logo publicly without Your prior written consent.

11. Confidentiality

Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential. Each party will protect the other's confidential information with at least the care it uses for its own, will use it only to perform under these Terms, and will disclose it only to those who need it and are bound by comparable obligations. This does not apply to information that is public through no fault of the recipient, was already known to it, is independently developed, or must be disclosed by law — and in that last case the recipient will, where lawful, tell the other party first.

12. Links to other websites

The Service may contain links to third-party websites or services that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for, the content, privacy policies or practices of any third-party website or service. You acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services. We strongly advise You to read the terms and privacy policies of any third-party website or service You visit.

The same applies to any Third-Party Social Media Service the Service displays, includes, makes available or links to. Your use of it is governed by that service's own terms and privacy policies.

13. Term, suspension and termination

These Terms apply from Your first use of the Service until terminated.

We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms. You may stop using the Service and close Your Account at any time.

Upon termination, Your right to use the Service ceases immediately. You may ask Us to export Your data, and to delete it, at any time before or within 30 days after termination; We will action a deletion request within 30 days of receiving it, subject to any retention the law requires of Us. Sections 6.1, 6.6, 10, 11, 14, 15, 16 and 17 survive termination.

14. Consumer guarantees, and the "AS IS" disclaimer

14.1 Nothing in these Terms excludes the Australian Consumer Law. If You are a consumer within the meaning of the Australian Consumer Law, You have guarantees that cannot be excluded, restricted or modified by agreement — including that services are supplied with due care and skill and are reasonably fit for their purpose. Nothing in these Terms operates to exclude, restrict or modify any such guarantee, right or remedy, and to the extent any provision of these Terms would do so, that provision does not apply to You.

Where We are permitted to limit Our liability for a breach of a non-excludable guarantee in respect of services that are not of a kind ordinarily acquired for personal, domestic or household use, Our liability is limited, at Our option, to resupplying the services or paying the cost of having them resupplied.

14.2 Subject to clause 14.1, the Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind, that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards, or be error free, or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the Company's providers makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Australia and some other jurisdictions do not allow the exclusion of certain warranties or of a consumer's statutory rights, so some or all of the above exclusions and limitations may not apply to You. In such a case the exclusions and limitations set forth in this section apply to the greatest extent enforceable under applicable law, and clause 14.1 prevails over anything in this section that is inconsistent with it.

15. Limitation of liability

Subject always to clause 14.1, and notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of these Terms, and Your exclusive remedy for all of the foregoing, shall be limited to the amount actually paid by You to the Company under these Terms in the twelve months preceding the claim, or AUD 100 if You have not paid the Company anything.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect or consequential damages whatsoever, including but not limited to damages for loss of profits, loss of data or other information, business interruption, personal injury, or loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software or third-party hardware used with the Service, or otherwise in connection with any provision of these Terms, even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose. For the avoidance of doubt, this includes amounts charged to You by a Provider, however those charges arose.

Some jurisdictions do not allow the exclusion of implied warranties or the limitation of liability for incidental or consequential damages, which means some of the above limitations may not apply to You. In those jurisdictions, each party's liability will be limited to the greatest extent permitted by law.

[CONFIRM: this clause is an engineering draft. Have counsel draft the final limitation of liability, including which liabilities are excluded from the cap.]

16. Indemnity

You will defend and indemnify the Company against any third-party claim arising from Your Content, from Your use of the Service in breach of these Terms or of applicable law, or from Your breach of a Provider's terms, and against the damages and costs finally awarded in respect of such a claim.

17. Governing law and disputes

These Terms and Your use of the Service are governed by the laws of New South Wales, Australia, excluding its conflict of law rules. You and the Company submit to the non-exclusive jurisdiction of the courts of New South Wales and the courts competent to hear appeals from them. Your use of the Service may also be subject to other local, state, national or international laws.

If You have any concern or dispute about the Service, You agree to first try to resolve it informally by contacting the Company.

For Australian consumers. Nothing in this section limits Your right to pursue a remedy available to You under the Australian Consumer Law, or to complain to the Australian Competition and Consumer Commission or a State or Territory consumer protection agency.

For European Union users. If You are a European Union consumer, You will benefit from any mandatory provisions of the law of the country in which You are resident.

United States legal compliance. You represent and warrant that (i) You are not located in a country that is subject to a United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

18. Severability, waiver and assignment

If any provision of these Terms is held to be unenforceable or invalid, that provision will be changed and interpreted to accomplish its objectives to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter, nor shall the waiver of a breach constitute a waiver of any subsequent breach.

You may not assign these Terms without Our prior written consent. We may assign them to an Affiliate or in connection with a merger, reorganization or sale of all or substantially all of Our assets.

These Terms may have been translated if We have made them available to You in another language on the Service. You agree that the original English text prevails in the case of a dispute.

19. Changes to these Terms

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use the Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the Service.

20. Contact Us

If You have any questions about these Terms and Conditions, You can contact Us by email at legal@operantlabs.com.