Release Date: April 3, 2026
Effective Date: April 3, 2026
This API Services Agreement (“Agreement”) is entered into by and between SKYWORK AI PTE. LTD., a company duly incorporated and existing under the laws of Singapore (“Skywork”), and you (“Customer”, “You” or any grammatical variation thereof), and is effective as of the earlier of: (a) the date you first accept this Agreement; or (b) the date you first access or use the Services (“Effective Date”). Skywork and you may each be referred to herein as a “Party” and collectively as the “Parties”.
To better safeguard your rights and interests, you should carefully read and fully understand all terms of this Agreement before accepting, signing, accessing, or using the Services, in particular those provisions relating to disclaimers, exclusions or limitations on liability, service restrictions, suspension or termination rights, compliance obligations, AI-generated content, and dispute resolution. For your reasonable attention, Skywork may highlight certain provisions through bold font. Such highlighting is intended solely as a reasonable reminder and shall not limit the legal validity, enforceability, or binding effect of any provision of this Agreement.
By: (i) clicking “I Agree”, “Accept”, or any similar assent mechanism; (ii) creating an account, generating or using an API credential, token, or key; (iii) executing an Order Form or other document referencing this Agreement; (iv) accessing, integrating with, testing, deploying, calling, or otherwise using any part of the Services; or (v) otherwise indicating acceptance of this Agreement, you agree to be bound by this Agreement and represent, warrant, and covenant that:
(a) you have full right, power, authority, and legal capacity to enter into and perform this Agreement;
(b) if you are entering into this Agreement on behalf of a company, organization, government entity, or other legal entity, the individual accepting this Agreement represents and warrants that such individual is duly authorized to bind such entity and its Affiliates, employees, contractors, developers, agents, and authorized users to this Agreement;
(c) you are solely responsible for all access to and use of the Services occurring under your accounts, credentials, API keys, developer environments, applications, integrations, or systems, whether authorized by you or not.
If you do not agree to this Agreement, or if the individual accepting this Agreement lacks the authority to bind you, you must not access or use the Services. PLEASE NOTE THAT WE MAY AMEND OR UPDATE THIS AGREEMENT FROM TIME TO TIME IN OUR SOLE DISCRETION. YOU ARE RESPONSIBLE FOR PERIODICALLY REVIEWING THIS AGREEMENT FOR ANY MODIFICATIONS. BY CONTINUING TO ACCESS OR USE THE API SERVICES AFTER ANY UPDATED VERSION OF THIS AGREEMENT BECOMES EFFECTIVE, YOU AGREE TO BE BOUND BY THIS AGREEMENT, AS UPDATED FROM TIME TO TIME.
1. Services
1.1 The Services
The Services under this Agreement include all application programming interfaces (“APIs”) that are made available, operated, licensed, hosted, integrated, distributed, or otherwise provided by Skywork from time to time, including any updates, upgrades, modifications, derivative versions, successor versions, enhanced releases, replacement models, preview features, beta services, or related releases thereof (collectively, the “Services”).
Unless otherwise expressly agreed by Skywork in writing, all current and future Services made available by Skywork through APIs shall be subject to this Agreement.
1.2 Use of Services
We grant you a non-exclusive right to access and use the Services exclusively for your own websites, applications, products, or services (each a “Customer Application”) during the Term (as defined below). This includes the right to use APIs to integrate the Services into your Customer Application and to make Customer Applications available to End Users.
1.3 Incorporation and Applicability of Service-Specific Terms
All Service Rules, model-specific terms, API-specific terms, privacy policies, usage policies, technical requirements, pricing rules, documentation, operational rules, compliance requirements, and other terms, conditions, restrictions, notices, or related documents made available by Skywork from time to time and applicable to any APIs accessed, purchased, subscribed to, activated, integrated with, invoked, deployed, or otherwise used by you (collectively, the “Skywork Policies”) are hereby incorporated into and form an integral part of this Agreement and shall have the same legal effect as this Agreement.
1.4 Model Updates and Replacement
You acknowledge and agree that Skywork may from time to time update, upgrade, optimize, modify, replace, discontinue, remove, or add AI models, model versions, functionalities, features, APIs, or related Services based on operational needs, technological developments, security considerations, compliance requirements, commercial arrangements, or product strategies. Newly released models, model versions, functionalities, or Services may be added to the Services, and existing models, model versions, functionalities, or Services may be replaced, upgraded, restricted, deprecated, suspended, or discontinued by Skywork at any time. Unless otherwise expressly agreed by Skywork in writing, Skywork does not guarantee the continued availability of any specific model, model version, functionality, API, or Service for any minimum period of time.
2. Orders
2.1 Orders and Service Purchases
You may, based on your own business needs and intended use cases, purchase, subscribe to, activate, or otherwise obtain specific Services, AI models, model versions, functionalities, or related API invocation rights provided by Skywork. You may purchase, subscribe to, activate, or otherwise obtain authorized API-based access to certain Services and invocation rights for relevant Services and AI models through one or more order forms, online purchase flows, subscription plans, pricing pages, console interfaces, account activations, recharge mechanisms, or other ordering documents or processes accepted or made available by Skywork from time to time (each, an “Order”). Each Order may specify, as applicable, the relevant Services, models, model versions, service plans, usage quotas, API access permissions, pricing, billing arrangements, subscription periods, commercial terms, technical limitations, or other applicable terms and conditions relating to the Services purchased or used by you. Unless otherwise expressly agreed by Skywork in writing, all Orders are governed by and incorporated into this Agreement.
2.2 Applicable Terms and Policies
You acknowledge and agree that your purchase, subscription to, activation of, payment for, access to, integration with, invocation of, deployment of, testing of, or use of any APIs, AI models, model versions, functionalities, features, or Services shall automatically constitute your full acknowledgment of, acceptance of, and agreement to be bound by all applicable Skywork Policies corresponding thereto, as updated, modified, or supplemented from time to time. You shall be solely responsible for regularly reviewing and remaining informed of all applicable Skywork Policies. All applicable Skywork Policies shall be binding upon you regardless of whether you have actually reviewed, accessed, or separately acknowledged such Skywork Policies.
2.3 Account Permissions
Skywork shall, based on the specific Services under the applicable Order, provision, configure, enable, adjust, restrict, suspend, or modify your account permissions, API access and invocation rights, model availability, feature access, usage scope, quotas, rate limits, concurrency limits, token limits, commercial tiers, and other applicable Service capabilities or restrictions. You acknowledge and agree that different Orders may correspond to different account permissions, API calling rights, functionalities, capabilities, performance levels, technical limitations, usage restrictions, or model access scopes. Certain Services may require separate purchase, activation, qualification review, acceptance of additional terms, or specific authorization by Skywork before you may access or invoke them.
2.4 Entity Consistency
Unless otherwise expressly approved by Skywork in writing, the entity applying for or registering the account, the entity entering into this Agreement or placing the applicable Order, and the entity making payment for the Services shall be the same legal entity. You shall ensure the consistency, authenticity, and legality of the foregoing entities and related information. Any risks, disputes, liabilities, losses, delays, payment issues, compliance issues, tax consequences, account restrictions, service interruptions, or other adverse consequences arising from any inconsistency among the account registration entity, the contracting entity, and the payment entity shall be solely borne by you, and Skywork shall have no responsibility or liability therefor. Skywork reserves the right to require you to provide supporting documents, explanations, authorization materials, or proof of relationship between relevant entities, and may suspend, restrict, reject, or terminate the provision of Services where Skywork reasonably determines that inconsistent entities may create legal, compliance, operational, security, payment, sanctions, anti-money laundering, fraud, or other risks.
3. Payment and Taxes
3.1 Payment
You may pay the applicable fees through online recharge, online payment, bank transfer, or other payment methods approved by Skywork from time to time. Unless otherwise expressly agreed by the Parties, all payments shall be made in the currency specified on the applicable official Pricing page or other official pricing materials corresponding to the APIs, AI models, model versions, functionalities, or Services actually invoked or used by you. You shall be solely responsible for all bank charges, remittance fees, exchange fees, intermediary bank fees, currency conversion costs, taxes, duties, and other charges arising from or relating to the payment process, and all payments shall be made free and clear of any deduction, withholding, set-off, or counterclaim unless required by applicable law.
3.2 Prepaid Billing
Unless otherwise expressly agreed by Skywork in writing, the Services are provided on a prepaid basis. You shall complete payment, recharge, or otherwise maintain sufficient available balance before accessing, invoking, activating, or using the relevant Services, APIs, or AI models. If your balance is insufficient, exhausted, expired, frozen, restricted, or otherwise unavailable, Skywork may suspend, throttle, restrict, reject, or terminate your access to or invocation of the relevant Services, APIs, or AI models without liability.
3.3 Postpaid Billing
Subject to Skywork’s prior written approval and applicable credit assessment requirements, you may apply for a credit limit or other credit-based billing arrangement designated by Skywork (“Credit Limit”). Upon approval by Skywork, you may access and use the relevant Services under a postpaid billing model within the approved Credit Limit and subject to the applicable payment terms, billing cycles, settlement rules, and other requirements specified by Skywork from time to time. Skywork reserves the right, at its sole discretion, to approve, reject, modify, reduce, suspend, revoke, or terminate any Credit Limit at any time, with or without prior notice. If your actual accrued fees reach or exceed the approved Credit Limit, Skywork may suspend, restrict, or terminate your access to the relevant Services until all outstanding amounts are fully paid.
3.4 Pricing
Unless otherwise expressly agreed in this Agreement or in writing by Skywork, you acknowledge and agree that the fees applicable to you shall be determined based on the specific APIs, AI models, model versions, functionalities, or Services actually invoked, accessed, or used by you through the APIs, and shall be charged in accordance with the then-current pricing, billing standards, token rates, quota consumption rules, and other applicable charging rules published on the applicable official Pricing page or other official pricing materials corresponding thereto, which shall prevail.
3.5 Non-Refundability
Except where Skywork permanently discontinues the entire Platform and ceases providing all Services in their entirety, or as otherwise required by applicable law, all prepaid fees, recharges, top-ups, credits, prepaid balances, and other prepaid amounts paid by you are final, non-cancellable, and non-refundable, in whole or in part, regardless of whether the relevant Services are actually accessed, invoked, activated, used, suspended, modified, restricted, terminated, or discontinued. For the avoidance of doubt, the discontinuation, suspension, restriction, replacement, modification, or unavailability of any specific API, AI model, model version, functionality, feature, or Service shall not entitle you to any refund, credit, or compensation.
3.6 Billing Records and Usage Determination
Unless otherwise expressly agreed by the Parties, all billing information, usage records, token consumption, specifications, service configurations, activation dates, expiration dates, service periods, resource consumption data, fee calculation results, and other operational or charging-related records shall be determined based on the system records of Skywork. All fees shall be calculated in accordance with the then-current applicable billing methods, pricing standards, charging rules, metering rules, and usage policies in effect at the time the relevant Services are accessed, invoked, activated, consumed, or used. In the absence of manifest error, the relevant system records of Skywork shall be final and binding upon you.
3.7 Taxes
The applicable pricing basis and whether the published prices are tax-inclusive or tax-exclusive shall be subject to the then-current information, rules, and descriptions published on the applicable official website pages, pricing pages, model pages, Orders, or other applicable materials corresponding to the specific Services, APIs, AI models, or model versions actually purchased, invoked, or used by you.
4. Intellectual Property
4.1 Ownership
As between the Parties, Skywork and its licensors retain all right, title, and interest in and to the Services, including all APIs, AI models, model versions, software, SDKs, documentation, technologies, and related intellectual property rights. Except for the limited rights expressly granted under this Agreement, no rights, licenses, or ownership interests in the Services are granted or transferred to you or any third party.
4.2 Limited License
Subject to your compliance with this Agreement, Skywork grants you a limited, non-exclusive, revocable, non-transferable, and non-sublicensable right during the applicable service term to access and invoke the Services through authorized APIs solely for your internal business purposes and authorized use cases.
4.3 Customer Content
You are responsible for your Inputs and Customer Content. You grant Skywork a non-exclusive, worldwide, royalty-free license to host, process, transmit, use, and otherwise handle Customer Content as reasonably necessary to provide, operate, maintain, improve, secure, and comply with applicable law in connection with the Services.
4.4 Feedback
If you provide any feedback relating to the Services, you grant Skywork a worldwide, perpetual, irrevocable, royalty-free right to use and exploit such feedback without restriction or compensation.
5. Customer Obligations
As a condition to accessing and using the Services, you shall comply with the following obligations, responsibilities, restrictions, and requirements:
(1) Using the Services in compliance with this Agreement, all applicable Service Rules, and all applicable laws and regulations, including those relating to artificial intelligence, data protection, cybersecurity, and online content, and not using the Services for any unlawful or prohibited activities.
(2) Obtaining and maintaining all licenses, permits, approvals, registrations, consents, and other authorizations required to lawfully conduct your business, operate Customer Products, and access and use the Services.
(3) Accessing and using the Services solely within the scope authorized by this Agreement, the applicable Orders, Service Rules, and API permissions, and not exceeding, circumventing, or bypassing any applicable usage limits, quotas, rate limits, access restrictions, technical restrictions, security measures, or commercial limitations, or permitting any unauthorized third party to access or use the Services through your accounts, API keys, systems, or Customer Products.
(4) Ensuring that you do not, and do not permit any third party to, copy, modify, distribute, sell, sublicense, or otherwise exploit the Services except as expressly permitted by Skywork; reverse engineer, decompile, disassemble, extract, or attempt to derive the source code, model architecture, algorithms, or underlying components of the Services or AI models; or use the Services, Outputs, or related data to train or develop competing AI models or services.
(5) Maintaining the security, confidentiality, and proper use of your accounts, API keys, access credentials, tokens, systems, and related Customer Products, implementing reasonable measures to prevent unauthorized access, misuse, disclosure, or illegal activities, and promptly notifying Skywork of any unauthorized access, credential compromise, security incident, or suspected misuse relating to the Services.
(6) Remaining solely responsible for all Inputs, prompts, data, Customer Content, and other materials submitted to, processed through, or generated in connection with the Services, including their legality, accuracy, security, and compliance with applicable laws and third-party rights, and ensuring that you have all necessary rights, licenses, consents, and authorizations relating thereto.
(7) Reviewing and evaluating all Outputs before relying on, using, publishing, distributing, or making decisions based on such Outputs, and remaining solely responsible for the appropriateness, legality, and consequences thereof.
(8) Not using, or permitting any third party to use, the Services for any unlawful, infringing, harmful, fraudulent, deceptive, abusive, or otherwise prohibited activities, or to interfere with, disrupt, bypass, or compromise the Services or applicable restrictions.
(9) Remaining solely responsible for your end users, downstream customers, and other users accessing or using the Services through Customer Products, including their compliance with applicable agreements, Service Rules, and laws.
(10) Imposing on your end users, downstream customers, contractors, agents, and other authorized users terms and restrictions consistent with this Agreement and the applicable Service Rules.
(11) Not using the Services, Outputs, or related data to train, fine-tune, benchmark, replicate, or develop competing artificial intelligence models, services, or technologies.
(12) Not bypassing, circumventing, disabling, or otherwise interfering with any restrictions, limits, security measures, access controls, or protections applicable to the Services.
(13) Not using the Services for any high-risk or safety-critical activities that could reasonably result in death, personal injury, physical harm, or significant legal, financial, medical, safety, or environmental impacts, unless expressly authorized by Skywork in writing.
(14) Cooperating with Skywork in connection with the operation, security, compliance, investigation, enforcement, or lawful provision of the Services.
(15) Remaining solely responsible for Customer Products, your use of the Services, and all related products, services, content, data, Outputs, activities, and interactions with end users or third parties.
(16) Complying with all applicable terms and policies relating to any Third-Party Services accessed or used in connection with the Services.
When accessing, invoking, integrating with, or using any music, audio, video, voice, image, avatar, or other synthetic media models or related functionalities, you shall comply with the following obligations, responsibilities, restrictions, and requirements:
(1) Obtaining all necessary rights, licenses, consents, and authorizations relating to any person’s name, image, likeness, voice, identity, or other personality rights used in connection with the Services, and not infringing any third-party rights or applicable laws.
(2) Obtaining all necessary rights, licenses, consents, and authorizations relating to any music, audio, lyrics, recordings, or other content used in connection with the Services, and not infringing any intellectual property or other third-party rights.
(3) Not using the Services to create, distribute, or make available any deceptive, misleading, fraudulent, impersonating, or unlawful synthetic media or deepfake content.
(4) Not using the Services to create or distribute deceptive or misleading synthetic media intended to misrepresent authenticity, identity, events, or real-world occurrences, or to cause harm.
(5) Reviewing, moderating, and managing all Inputs, Outputs, generated content, and downstream use of the Services, and implementing reasonable moderation, risk control, and compliance measures.
(6) Implementing reasonable age verification, minor protection, access restriction, and other safeguards required by applicable laws or appropriate for the relevant Services and use cases, and not using the Services in any manner that harms or exploits minors.
(7) Complying with applicable disclosure, labeling, watermark, attribution, and transparency requirements relating to AI-generated or synthetic content, and not removing or circumventing any related identification measures.
(8) Not using the Services for biometric identification, facial recognition, surveillance, or other restricted processing of biometric or sensitive personal data, unless expressly authorized by Skywork in writing.
6. Suspension
Skywork may suspend, restrict, disable, or terminate your access to or use of any Services, APIs, AI models, functionalities, accounts, or related features, with or without prior notice, including without limitation where:
(1) your prepaid balance, available credits, or applicable fees are insufficient or overdue;
(2) any payment obligation becomes accelerated, due, or payable under any credit, postpaid, or billing arrangement with Skywork;
(3) Skywork reasonably suspects that you have violated this Agreement, applicable Service Rules, or applicable laws;
(4) such suspension, restriction, or termination is necessary for security, compliance, legal, operational, technical, commercial, safety, abuse prevention, risk control, investigation, enforcement, or regulatory purposes;
(5) your use of the Services may expose Skywork, its affiliates, licensors, service providers, or other users to legal, regulatory, reputational, operational, or security risks;
(6) you engage in excessive, abnormal, unauthorized, fraudulent, deceptive, harmful, or suspicious activities; or
(7) Skywork is required or reasonably requested to do so by applicable laws, regulations, courts, governmental authorities, or self-regulatory organizations.
7. Confidentiality
7.1 Use and Protection of Confidential Information
Each Party (“Recipient”) shall use the other Party’s (“Discloser”) Confidential Information solely for the performance of this Agreement, protect such Confidential Information using reasonable measures, and not disclose such Confidential Information to any third party except as permitted under this Agreement.
7.2 Exceptions
The foregoing obligations shall not apply to information that: (a) is or becomes publicly available through no breach by Recipient; (b) was lawfully known to Recipient prior to disclosure; (c) is lawfully received from a third party without confidentiality obligations; or (d) is independently developed without use of the Confidential Information.
7.3 Permitted Disclosure
Recipient may disclose Confidential Information to its Affiliates, employees, contractors, advisors, or agents who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein. Recipient shall remain responsible for any breach by such persons. Recipient may disclose Confidential Information to the extent required by applicable law, regulation, court order, or governmental request, provided that, where legally permitted, Recipient uses reasonable efforts to provide prior notice to Discloser.
7.4 Remedies
Recipient acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm to Discloser, and that Discloser may seek injunctive or equitable relief in addition to any other remedies available at law or in equity.
8. Disclaimer of Warranties
8.1 Comprehensive Warranty Disclaimer
THE SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SKywork AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, OR UNINTERRUPTED USE.
8.2 AI-specific Disclaimers
You acknowledge and agree that the Services are based on artificial intelligence and other evolving technologies and may generate inaccurate, incomplete, unpredictable, or unintended results, and that Skywork disclaims, and shall not be responsible or liable for, any matters described below to the maximum extent permitted by applicable law:
(1) Outputs generated by the Services may not be unique and may be similar or identical to outputs generated for other users or third parties.
(2) The Services and Outputs may contain inaccuracies, errors, omissions, biases, hallucinations, or outdated information, and Skywork makes no representations or warranties regarding their accuracy, completeness, reliability, legality, quality, or suitability.
(3) The Services and Outputs do not constitute legal, medical, financial, investment, or other professional advice and shall not replace independent professional judgment or review.
(4) Any Outputs or generated content may be infringing, subject to third-party claims, or unavailable for your exclusive use.
(5) The ownership, accuracy, completeness, legality, or non-infringing nature of any datasets or training data underlying the Services or AI models.
(6) Any interruption, downtime, delay, maintenance, modification, instability, or unavailability of the Services.
(7) Any update, modification, restriction, suspension, discontinuation, replacement, removal, or change to the Services, AI models, Outputs, performance, availability, or functionalities.
(8) Any failure of the Services or Outputs to achieve specific results, performance standards, quality levels, compatibility requirements, or business objectives.
(9) Any failure of safety filters, moderation systems, or risk controls to detect, block, prevent, or eliminate unlawful, harmful, inappropriate, or undesirable content or activities.
(10) Any non-compliance of the Services, Outputs, or Customer Products with applicable laws, regulations, industry standards, or governmental requirements.
(11) The accuracy, legality, availability, quality, security, reliability, or non-infringing nature of any third-party content, models, data, software, APIs, technologies, or services used in connection with the Services.
(12) The authenticity, accuracy, legality, non-deceptive nature, or non-infringing status of any synthetic, simulated, or AI-generated content, and any related creation, publication, distribution, or downstream use thereof.
(13) Any reliance on the Services or Outputs for decision-making, verification, or other critical purposes.
(14) Any use of the Services in connection with high-risk, safety-critical, or regulated activities that may result in death, personal injury, physical harm, property damage, or significant legal, financial, medical, safety, or environmental impacts.
(15) Any similarity of Outputs to other generated content or existing works in style, structure, themes, artistic expression, musical characteristics, visual effects, or other creative features.
(16) Any similarity of generated voices, audio, speech patterns, tones, singing styles, pronunciations, or other vocal characteristics to those of real persons, performers, public figures, or existing voices.
(17) Any similarity of generated images, videos, facial features, appearances, expressions, gestures, or other visual characteristics to those of real persons, public figures, performers, or existing individuals.
(18) Any similarity of generated music, melodies, rhythms, harmonies, lyrics, arrangements, sound effects, instrumental elements, or other audio content to existing works or content generated for other users.
9. Force Majeure
Except for your payment obligations, neither Party shall be liable for any failure, delay, interruption, suspension, degradation, or unavailability of the Services resulting from events or circumstances beyond such Party’s reasonable control, including natural disasters, governmental actions, changes in laws or regulations, telecommunications or infrastructure failures, power outages, cyberattacks, labor disputes, or failures of third-party services or suppliers.
10. Term; Termination
10.1 Term
The term of this Agreement commences upon the earlier of your online acceptance of these terms, the Effective Date of an Order Form, or the date you first use the Services, and will remain in effect until terminated pursuant to this Section 10 (“Term”).
10.2 Termination
Unless you purchase Services for a committed duration, you may terminate this Agreement at any time by deleting your account. Each Party may terminate this Agreement upon written notice if: (a) the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach; or (b) the other party ceases business operations or becomes subject to bankruptcy, insolvency, liquidation, reorganization, receivership, or similar proceedings. Skywork may suspend your or any End User’s access to the Services or terminate this Agreement and/or any applicable Order Form, if: (i) such action is required by applicable law, regulation, governmental authority, court order, or regulatory requirement; (ii) such action is necessary to prevent or mitigate any security risk, harm, liability exposure, or other credible risk to Skywork, the Services, any third party, or related systems; or (iii) you, any End User, or related parties repeatedly, materially, or otherwise substantially violate any Skywork Policies. To the extent not prohibited or restricted by applicable law, regulatory obligations, law enforcement requirements, or emergency risk response needs, Skywork will use reasonable efforts to provide prior notice of any such suspension or termination and afford you a reasonable opportunity to remedy the relevant issue or mitigate the applicable risk.
10.3 Effect of Termination
Upon termination of this Agreement, Skywork may immediately cease providing the Services to you. Unless otherwise expressly required by applicable law or agreed by the parties in writing, any prepaid but unused fees may be retained by Skywork and treated as liquidated damages (if applicable). Skywork further reserves all rights to pursue any additional remedies, damages, or relief available under applicable law. Termination or expiration of this Agreement shall not affect any rights, obligations, or liabilities accrued or incurred prior to the effective date of termination or expiration, including any payment obligations, indemnification obligations, breach-related liabilities, or other amounts then due and payable. Any provisions of this Agreement which by their nature, purpose, or express terms are intended to survive termination or expiration shall survive and remain in full force and effect following such termination or expiration, including, without limitation, provisions relating to confidentiality, limitations of liability, disclaimers, intellectual property, dispute resolution, governing law, and indemnification obligations. Unless otherwise required by applicable law, regulatory obligations, court orders, governmental requests, lawful investigations, dispute resolution requirements, audit requirements, evidentiary preservation obligations, or Skywork’s internal compliance retention requirements, Skywork will delete Customer Content stored in its systems within a reasonable period following termination of this Agreement. You acknowledge and agree that deletion of certain Customer Content may be subject to reasonable delays due to technical limitations, caching mechanisms, backup systems, security retention processes, logging systems, or disaster recovery procedures.
11. Indemnification
11.1 By Us
We agree to defend and indemnify you for any damages finally awarded by a court of competent jurisdiction and any settlement amounts payable to a third party arising out of a third party claim alleging that the Services (including training data we use to train a model that powers the Services) infringe any third party intellectual property right, provide that (i) you provide us with prompt written notice of such claims, and all information and assistance reasonably required for the settlement or settlement of the claim, at your expense; (ii) we own sole control over the processing of the claim or settlement of the claim, (iii) the full amount of the Fees has been paid; (iv) your use is in accordance with the API Agreement and any Skywork Policy. This section sets out our entire liability and your sole remedy for any claim of intellectual property infringement in connection with the Services.
This indemnity does not apply to claims arising from: (a) any combination, modification, or use of the Services or Output with products, services, or software not provided by or on behalf of us, (b) Your Input, or any actions or omissions by you or your End Users, including failure to comply with this Agreement, applicable laws, and failure to use relevant citation, filtering, safety features or restrictions provided by us, (c) you or your End Users knew or should have known the Output was infringing or likely to infringe, (d) Claims related to Customer Applications, and (e) alleging trademark or related rights violations based on your use of Output in trade or commerce.
If we reasonably believe that all or any portion of the Services is likely to become the subject of any infringement claim, we (x) will procure, at our expense, the right for you to continue using the Services in accordance with this Agreement, (y) will replace or modify the allegedly infringing Service so it is non-infringing, or (z), if (x) and (y) are not commercially practicable, we may, in our sole discretion, terminate this Agreement upon written notice to you and refund any prepaid amounts for unused Services. You will promptly comply with all reasonable instructions we provide you with respect to (x) through (y) above, including any instruction to replace, modify, or cease use of an impacted Service.
11.2 By Customer
You agree to defend, indemnify, and hold harmless us, our affiliates, and licensors from and against any liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any third-party claim resulting from or relating to: (a) your or any End User’s use of the Services in violation of this Agreement, any Skywork Policy, or applicable law; (b) any Customer Applications or Customer Products; or (c) any Input, prompts, data, content, or materials submitted, uploaded, generated, or otherwise provided by you or any End User, including any allegation that such materials infringe or violate any third-party intellectual property, privacy, publicity, or other rights.
12. Limitation of Liability
12.1 Limitations on Indirect Damages
Except for (i) a party’s gross negligence or willful misconduct, (ii) your breach of Section 5 (Customer Obligations), (iii) either party’s breach of its confidentiality obligations under Section 7 (Confidentiality), or (iv) a party’s indemnification obligations under this Agreement, neither you nor Skywork, nor our respective affiliates or licensors shall be liable under this Agreement for any indirect, punitive, incidental, special, consequential, or exemplary damages (including lost profits) even if such party has been advised of the possibility of such damages.
12.2 Liability Cap
Except for (i) a party’s gross negligence or willful misconduct or (ii) a party’s indemnification obligations under this Agreement, each party’s total liability under the Agreement shall not exceed the total amount you have paid to us in the twelve (12) months immediately preceding the event giving rise to such liability. The foregoing limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and to the maximum extent permitted under applicable law.
13. Trade Controls
You must comply with all applicable trade laws, including sanctions and export control laws. Our Services may not be used in or for the benefit of, or exported or re-exported to (a) any U.S. embargoed country or territory or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. Our Services may not be used for any end use prohibited by applicable trade laws, and your Input may not include material or information that requires a government license for release or export.
14. Governing Law; Dispute Resolution
14.1 Governing Law
This Agreement is governed by the internal substantive laws of Singapore, without respect to its conflict of law provisions.
14.2 Dispute Resolution
Any dispute arising out of or in connection with this Agreement, including any question regarding existence, validity, or termination of this Agreement, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the SIAC Arbitration Rules (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference into this clause. The seat of the arbitration shall be Singapore. The tribunal shall consist of three (3) arbitrators. The language of the arbitration shall be English. By accepting this Agreement, you and Skywork agree that each party may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class, collective, or representative action or proceeding. Unless both You and Skywork agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. The arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).
14.3 No Class Actions
Disputes must be brought on an individual basis only and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general proceedings, and consolidations with other arbitrations are not permitted. If for any reason a Dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This provision does not prevent either party from participating in a class-wide settlement of claims.
15. Modifications and Update
15.1 Updates
We may modify or update this Agreement or any Skywork Policies from time to time by providing notice through our website, email, or other reasonable means. Where reasonably practicable, we may provide advance notice of material updates affecting your rights or obligations; however, certain updates may become effective immediately or on the effective date specified in the relevant notice, including where necessary for security, operational, legal, regulatory, or compliance purposes. Your continued access to or use of the Services following the effective date of any update constitutes your acceptance of the updated Agreement or Skywork Policies. If you do not agree to an update, you must stop using the Services and may terminate this Agreement in accordance with Section 10.2 (Termination).
15.2 Exceptions to Updates
Except for updates to comply with applicable law, updates to this Agreement or the Skywork Policies shall not apply to: (a) disputes between you and Skywork arising prior to the effective date of the update; or (b) Order Forms signed by you and Skywork (as opposed to an automated ordering page) prior to our notification of the update. However, to the extent an update relates to a Service or feature launched after an Order Form is signed, it shall become effective upon your first use of such Service.
16. Miscellaneous
(a) Headings. Headings in this Agreement are inserted solely for convenience and are not intended to affect the meaning or interpretation of Agreement.
(b) Entire Agreement. Except as expressly agreed in writing by Skywork and you, this Agreement constitutes the entire agreement between you and Skywork with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter herein.
(c) Severability. If any provision of this Agreement is found to be invalid or unenforceable by any court competent jurisdiction, the invalidity or unenforceability of such provision will not affect the validity or enforceability of the remaining provisions of this Agreement, which will remain in full force and effect.
(d) Waiver. Failure of Skywork to act on or enforce any provision of this Agreement will not be construed as a waiver of that provision or any other provision of this Agreement. No waiver will be effective against Skywork unless made in writing and signed by an authorized representative of Skywork; no such waiver will be construed as a waiver in any other or subsequent instance.
(e) Relationship. For all purposes under this Agreement, no joint venture, partnership, employment or agency relationship exists between you and Skywork as a result of this Agreement or your use of the Services.
(f) No Third Party Beneficiaries. There are no intended third party beneficiaries to this Agreement, and it is your and Skywork’s specific intent that nothing contained in this Agreement will give rise to any right or cause of action, contractual or otherwise, in favor of, or on behalf of, any third party.
(g) Assignment. You may not assign this Agreement or any of the rights or licenses granted hereunder, directly or indirectly, without the prior express written consent of Skywork. Skywork may assign this Agreement, including all of its rights hereunder, without notice or your consent. This Agreement will inure to the benefit of Skywork’s successors and assigns.
(h) Language. If Skywork provides a translation of the English-language version of this Agreement, the translation is provided solely for convenience, and the English-language version will prevail.
17. How to contact us
If you have any questions or concerns about this Agreement or our Services, please contact us using the contact details below.
Company Name: SKYWORK AI PTE. LTD.
Address: 2 Science Park Drive, #01-08, Ascent, Singapore 118222
Email: business@apifree.ai