Privacy Policy

Effective: January 8, 2026 · Updated: April 28, 2026

Oaktree Labs, Inc. ("Oaktree Labs," "we," "us," "our") operates the Oaktree API and related services (collectively, the "Service"). This Privacy Policy describes how we collect, use, disclose, retain, and protect information in connection with the Service. By accessing or using the Service, you acknowledge that you have read and understood this Privacy Policy.

This Privacy Policy applies to all users of the Service, including visitors to our website, registered account holders, and API consumers.

Information We Collect

We collect information in the following categories:

Information you provide directly:

• Account Data — name, email address, company name, and other information you provide during registration or account management.
• Payment Data — transaction records, billing history, and prepaid credit balances. Payment card details (card numbers, CVV, expiration dates) are collected and processed exclusively by our third-party payment processor, Stripe, Inc. Oaktree Labs does not receive, transmit, or store payment card numbers on its systems at any time.
• Content Data — any data, text, images, audio, or other materials you submit to the API as input, and the corresponding outputs the API generates and returns to you. We process Content Data solely and exclusively to perform the Service. We do not access, review, or use Content Data for any purpose other than delivering the requested API output, unless required by law.
• Communications — emails, support tickets, feedback, and any other messages you voluntarily send to us.

Information collected automatically:

• Usage Data — API call logs including timestamps, endpoint identifiers, HTTP status codes, error codes, rate limit events, response latency measurements, token counts, and model identifiers. Usage Data does not include the content of your API requests or responses.
• Technical Data — IP addresses, browser type and version, operating system and version, device type, screen resolution, referring URLs, and access timestamps collected when you interact with our website or dashboard.
• Server Logs — infrastructure-level logs recording inbound requests, system events, and error conditions, used for security monitoring, incident response, and debugging. Server logs are automatically rotated and purged on a defined schedule.

Information from third parties:

• Transaction confirmation data from our payment processor (e.g., payment success/failure status, transaction identifiers).
• Publicly available information used solely for fraud prevention and abuse detection.

We do not purchase, rent, or otherwise acquire personal data from data brokers or marketing lists.

How We Use Your Information

We use the information we collect for the following specific purposes:

• Service delivery — processing your API requests, managing your account, authenticating your credentials, enforcing rate limits, and delivering API outputs.
• Billing and financial operations — processing payments, applying prepaid credits, generating invoices and receipts, managing refunds, and maintaining financial records as required by applicable tax and accounting regulations.
• Security and abuse prevention — monitoring for unauthorized access, credential stuffing, API abuse, distributed denial-of-service attacks, and other malicious or anomalous activity; investigating and responding to security incidents; enforcing our Acceptable Use Policy.
• Service communications — sending transactional notifications including outage alerts, planned maintenance windows, security advisories, billing confirmations, material changes to Terms of Service, and account-related notices. These communications are not marketing and cannot be opted out of while your account is active.
• Technical support — responding to your inquiries, diagnosing issues, reproducing and resolving bugs, and providing account assistance.
• Service improvement — analyzing anonymized and aggregated usage patterns, error rates, latency distributions, and capacity utilization to improve Service performance, reliability, scalability, and feature development.
• Legal compliance — fulfilling obligations under applicable laws, regulations, court orders, or governmental requests; establishing, exercising, or defending legal claims.

What we do not do:

• We do not use Content Data (your API inputs or outputs) to train, fine-tune, or improve machine learning models, whether our own or any third party's.
• We do not sell, rent, lease, or trade your personal data to any third party for any purpose.
• We do not share your personal data for advertising, remarketing, behavioral profiling, or cross-context behavioral advertising purposes.
• We do not use Content Data for any purpose other than providing the Service to you, except where Content Data has been fully and irreversibly anonymized and aggregated such that it cannot be linked, directly or indirectly, to any individual, account, or organization.

How We Share Your Information

We disclose personal data only in the following limited circumstances:

Service providers. We engage third-party service providers who process data on our behalf solely to operate the Service. These providers include cloud infrastructure and compute providers, our payment processor, transactional email delivery services, and infrastructure monitoring tools. Each provider is contractually restricted to processing data only as necessary to perform their designated function and is prohibited from using your data for their own purposes. We do not share Content Data with service providers except to the extent technically necessary to deliver the Service (e.g., cloud infrastructure hosting).

Legal compulsion. We may disclose your data when we have a good-faith belief that disclosure is required by applicable law, regulation, legal process (such as a subpoena, court order, or search warrant), or binding governmental request. Where legally permitted, we will attempt to notify you before making such a disclosure. We will challenge overly broad or legally deficient requests where appropriate.

Protection of rights. We may disclose information when reasonably necessary to enforce these Terms, protect the rights, property, or safety of Oaktree Labs, our users, or the public, or to investigate potential violations of our Terms or Acceptable Use Policy.

Business transfers. In connection with a merger, acquisition, reorganization, asset sale, or bankruptcy proceeding, your data may be transferred to the successor entity or acquiring party. We will provide notice via the email address associated with your account before your data becomes subject to a materially different privacy policy.

With your explicit consent. We may share data with third parties when you have provided specific, informed, and unambiguous consent to such sharing.

Cookies and Tracking Technologies

Session cookies. We use strictly necessary session cookies to maintain authentication state and enable core dashboard functionality. These cookies are essential to the operation of the Service and cannot be disabled without rendering the dashboard unusable. Session cookies are not persistent and expire when you close your browser or after a defined inactivity period.

What we do not use. We do not use advertising cookies, retargeting pixels, social media tracking widgets, fingerprinting technologies, cross-site tracking mechanisms, or any form of behavioral advertising technology. We do not participate in advertising networks or data exchanges.

The API. The API itself does not set, read, or transmit cookies. API authentication is performed exclusively via API keys transmitted in HTTP headers.

Browser settings. You may configure your browser to reject cookies. Be aware that rejecting strictly necessary cookies will prevent you from using the dashboard, but will not affect API functionality.

Data Retention

We retain personal data for the minimum period necessary to fulfill the purposes described in this Privacy Policy, after which data is securely deleted or irreversibly anonymized.

• Account Data — retained for the duration of your active account. Following account closure or deletion, Account Data is retained for an additional 12 months to enable account recovery, resolve disputes, and comply with legal obligations, after which it is permanently deleted.
• Content Data — purged from all production systems within 30 days of API call completion. Content Data may persist in encrypted backups for up to an additional 30 days, after which backups are rotated and overwritten. We do not retain Content Data for any purpose beyond delivering the requested API output.
• Usage Data — retained for the duration of your active account plus 12 months following account closure, used for billing reconciliation, security analysis, and aggregated analytics.
• Payment and financial records — retained for 7 years following the transaction date, as required by applicable tax, accounting, and financial reporting regulations.
• Server and security logs — automatically purged after 90 days. Logs related to active security investigations may be preserved for the duration of the investigation.
• Support communications — retained for the duration of your active account plus 12 months following account closure.

Early deletion. You may request deletion of your personal data at any time by contacting [email protected]. We will honor deletion requests within 30 days, subject to data we are required to retain by law (e.g., financial records) or data necessary to resolve pending disputes or enforce our Terms.

Your Rights

Regardless of your location, you may exercise the following rights with respect to your personal data:

• Access — request a copy of the personal data we hold about you, including the categories of data, the purposes of processing, and the categories of recipients.
• Correction — request that we correct inaccurate, incomplete, or outdated personal data.
• Deletion — request that we delete your personal data, subject to our legal retention obligations.
• Export and portability — request your personal data in a structured, commonly used, machine-readable format (JSON).
• Objection — object to specific processing activities where we process data based on our legitimate interests.
• Restriction — request that we restrict processing of your data in certain circumstances.

To exercise any of these rights, contact [email protected]. We will acknowledge your request within 5 business days and fulfill it within 30 days. If we require additional time (up to 30 additional days for complex requests), we will notify you within the initial period with an explanation.

We will not discriminate against you for exercising your data rights — we will not charge different prices, provide different service quality, or deny service as a result of a data rights request.

If your jurisdiction grants additional data protection rights beyond those listed above, we will honor them to the extent required by applicable law. Contact us and we will work with you to address your request.

International Data Transfers

Oaktree Labs is incorporated and headquartered in the United States. Our infrastructure is hosted in the United States and, for certain services, in additional regions. If you access the Service from outside the United States, your data will be transferred to and processed in the United States.

We take reasonable steps to protect your data regardless of where it is processed, including encryption in transit and at rest, access controls, and contractual protections with service providers. We do not currently maintain formal international data transfer mechanisms such as Standard Contractual Clauses (SCCs) or Binding Corporate Rules (BCRs). If your organization requires a specific transfer mechanism, please contact us at [email protected] to discuss available options.

Security

We implement technical and organizational security measures designed to protect the confidentiality, integrity, and availability of your data. These measures include, but are not limited to:

• Encryption in transit — all communications between your systems and the Service are encrypted using TLS 1.2 or higher. Plaintext HTTP connections are rejected.
• Encryption at rest — data stored on our systems is encrypted at rest using AES-256 or equivalent encryption standards.
• Access controls — we enforce role-based access controls, the principle of least privilege, and require multi-factor authentication for access to production systems and internal administrative tools.
• API key security — API keys are cryptographically hashed using SHA-256 with per-key salts before storage. We never store API keys in plaintext. Only a non-reversible prefix is retained for identification purposes.
• Infrastructure monitoring — we maintain continuous monitoring for unauthorized access attempts, anomalous traffic patterns, and system integrity violations.
• Incident response — we maintain documented incident response procedures for identifying, containing, and remediating security incidents.
• Vendor security — we evaluate the security practices of third-party service providers before engagement and require contractual security commitments.

What we do not currently have. We do not currently hold third-party security certifications such as SOC 2 Type I, SOC 2 Type II, ISO 27001, or HIPAA compliance attestations. We are a small, focused team and we invest in practical, effective security measures appropriate to our current scale and threat model. We are transparent about this because we believe candor about our security posture builds more trust than premature or aspirational certification claims.

No system is perfectly secure. Despite our efforts, we cannot guarantee absolute security. If you discover a security vulnerability in the Service, please report it responsibly to [email protected]. We will acknowledge receipt within 24 hours and provide an initial assessment within 72 hours.

Data Breach Notification

In the event that we become aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data that we process, we will:

• Investigate the breach promptly to determine its scope, cause, and impact.
• Take immediate steps to contain the breach and mitigate further risk.
• Notify affected users via the email address associated with their account without undue delay and in no event later than 72 hours after confirmation of the breach.
• Provide clear and specific information including: the nature of the breach; the categories and approximate volume of data affected; the likely consequences; the measures we have taken and propose to take to address the breach and mitigate its effects; and contact information for further inquiries.
• Notify applicable regulatory authorities as required by law.
• Document the breach, our response, and lessons learned, and update our security measures as appropriate.

Children's Privacy

The Service is not directed to, designed for, or intended to be used by individuals under the age of 16 (or under 13 in jurisdictions where the Children's Online Privacy Protection Act applies). We do not knowingly collect, solicit, or maintain personal data from children.

If you are a parent or legal guardian and believe that a child under your care has provided us with personal data, please contact us immediately at [email protected]. Upon verification, we will promptly delete such data from our systems.

Do Not Track

Some web browsers transmit "Do Not Track" (DNT) signals. There is currently no universally accepted standard for how online services should respond to DNT signals. We do not currently alter our data collection or use practices in response to DNT signals. However, as described in this Privacy Policy, we do not engage in cross-site tracking, behavioral advertising, or third-party data sharing for marketing purposes, regardless of DNT settings.

Changes to This Policy

We may update this Privacy Policy from time to time to reflect changes in our practices, technologies, legal requirements, or other factors.

Material changes. For changes that materially affect how we collect, use, or share your personal data, we will notify you via email at the address associated with your account at least 30 days before the changes take effect. We will also update the "Updated" date at the top of this page.

Non-material changes. For minor or clarifying changes (e.g., correcting typographical errors, updating formatting, or adding examples), we may update this Privacy Policy without prior notice.

Your continued use of the Service after the effective date of any changes constitutes your acceptance of the updated Privacy Policy. If you do not agree with the changes, you must stop using the Service before the effective date.

Contact

For questions, concerns, or data requests related to this Privacy Policy:

Privacy inquiries: [email protected] Security concerns: [email protected] General inquiries: [email protected]

We aim to respond to all privacy-related inquiries within 5 business days.

Terms of Service

Effective: January 8, 2026 · Updated: April 28, 2026

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," "your") and Oaktree Labs, Inc. ("Oaktree Labs," "we," "us," "our") governing your access to and use of the Oaktree API and related services, including the API dashboard, documentation, and any associated tools (collectively, the "Service").

By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy (incorporated by reference). If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have full legal authority to bind that entity to these Terms. If you do not agree to these Terms, you must not access or use the Service.

Account Registration and Security

Registration. To access the Service, you must register for an account by providing accurate, complete, and current information. You agree to promptly update your account information if it changes. We reserve the right to suspend or terminate accounts registered with false, misleading, or outdated information.

API keys. Upon registration, you will be issued API credentials ("API keys") that authenticate your requests to the Service. You are solely responsible for:

• Maintaining the confidentiality and security of your API keys at all times.
• Never embedding API keys in client-side code, publicly accessible source code repositories, browser-accessible environments, or any location where they may be exposed to unauthorized parties.
• Implementing appropriate key rotation practices and revoking compromised keys immediately.
• Notifying us without delay at [email protected] if you know or suspect that your API keys have been compromised, disclosed, or used without authorization.

Account responsibility. You are fully responsible for all activity that occurs under your account or through your API keys, regardless of whether such activity is authorized by you. Oaktree Labs shall not be liable for any loss or damage arising from unauthorized use of your credentials where such unauthorized use resulted from your failure to maintain their confidentiality.

Permitted Use

You may use the Service for any lawful purpose in compliance with these Terms, all applicable laws and regulations, and any documentation, rate limits, or usage guidelines we publish. You acknowledge that the Service is designed for programmatic API access and agree to use it in a manner consistent with its intended purpose.

Prohibited Uses

You agree that you will not, and will not permit any third party to, use the Service to:

• Generate, store, process, or transmit any content that is unlawful, fraudulent, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable.
• Infringe, misappropriate, or violate any third party's intellectual property rights, proprietary rights, rights of publicity, or rights of privacy.
• Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity.
• Circumvent, disable, override, or otherwise interfere with any rate limits, quotas, security measures, authentication mechanisms, access controls, or usage restrictions implemented by Oaktree Labs.
• Attempt to reverse engineer, decompile, disassemble, or otherwise attempt to derive or extract the source code, underlying algorithms, model weights, training data, or architectural details of the Service or any component thereof.
• Resell, sublicense, redistribute, or provide access to the Service to any third party, or use the Service to operate a competing service, without our prior written consent.
• Use automated means (including bots, scrapers, crawlers, or similar tools) to access, monitor, or extract data from the Service beyond the scope of normal, authorized API usage.
• Introduce, upload, or transmit any virus, worm, Trojan horse, ransomware, spyware, adware, or any other malicious or harmful code, file, script, agent, or program to or through the Service.
• Use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use and enjoyment of the Service.
• Use the Service to engage in or facilitate any activity that violates applicable export control laws, economic sanctions regulations, or anti-money laundering laws.

Oaktree Labs reserves the right to investigate suspected violations and to suspend or terminate your access to the Service immediately and without prior notice if we reasonably determine that you have engaged in any Prohibited Use.

Acceptable Use of API Output

You are solely and exclusively responsible for how you use, distribute, display, publish, or otherwise exploit any output generated by the Service in response to your input ("Output"). Without limiting the generality of the foregoing, you agree not to use Output to:

• Misrepresent AI-generated content as solely human-created in any context where applicable law or regulation requires disclosure of AI involvement in content generation, or where such misrepresentation would constitute fraud or deception.
• Generate, create, or distribute misinformation, disinformation, deepfakes, or any other deceptive content designed or reasonably likely to mislead, deceive, or manipulate individuals or the public.
• Create content that infringes the intellectual property, publicity, or privacy rights of any third party.
• Make or materially inform consequential decisions about individuals — including but not limited to decisions relating to employment, hiring, termination, credit, lending, insurance, housing, education, or legal proceedings — without appropriate human review, oversight, and disclosure to affected individuals that AI-assisted tools were used.
• Facilitate the creation of weapons, dangerous materials, or content that promotes violence or self-harm.
• Violate any applicable law, regulation, or industry standard in connection with the creation, distribution, or use of such Output.

Oaktree Labs does not review, monitor, or pre-screen Output and makes no representations or warranties regarding the accuracy, completeness, reliability, legality, or fitness for any particular purpose of any Output. You acknowledge that Output may contain errors, inaccuracies, biases, or content that is inappropriate, offensive, or otherwise unsuitable for your intended use, and you agree to implement appropriate review processes before relying on or distributing Output.

Intellectual Property

Oaktree Labs' intellectual property. The Service — including its software, APIs, model architectures, training methodologies, documentation, user interfaces, visual design, trade dress, trademarks, service marks, logos, and all related intellectual property — is and shall remain the exclusive property of Oaktree Labs and its licensors. These Terms do not grant you any right, title, or interest in the Service except for the limited right to access and use it in accordance with these Terms. All rights not expressly granted herein are reserved.

Your content. You retain all right, title, and ownership interest in any data, content, or materials you submit to the Service as input ("Your Content"). By submitting Your Content to the Service, you grant Oaktree Labs a limited, non-exclusive, royalty-free, worldwide license to process, transmit, and temporarily store Your Content solely to the extent necessary to provide the Service to you. This license terminates automatically when Your Content is purged from our systems in accordance with our data retention practices.

Output ownership. Subject to these Terms and any applicable third-party rights, you own the Output generated by the Service in response to Your Content. You acknowledge that: (a) identical or substantially similar Output may be generated for other users who submit similar input; (b) Oaktree Labs does not claim ownership of Output; and (c) Oaktree Labs makes no representation that Output is unique, original, or non-infringing.

Feedback. If you choose to provide suggestions, ideas, enhancement requests, recommendations, bug reports, or other feedback regarding the Service ("Feedback"), you hereby grant Oaktree Labs a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use, reproduce, modify, publish, distribute, sublicense, and otherwise exploit such Feedback for any purpose, without attribution, compensation, or obligation of any kind to you.

Reservation of rights. Oaktree Labs reserves all rights not expressly granted under these Terms. Nothing in these Terms shall be construed as conferring any license or right, by implication, estoppel, or otherwise, to any intellectual property of Oaktree Labs except as explicitly set forth herein.

Copyright and DMCA

Oaktree Labs respects the intellectual property rights of others. If you believe that content available through the Service infringes your copyright, you may submit a notice pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512) to our designated agent at [email protected].

Your notice must include: (a) identification of the copyrighted work claimed to have been infringed; (b) identification of the material claimed to be infringing and information reasonably sufficient to locate it; (c) your name, address, telephone number, and email address; (d) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner; and (f) your physical or electronic signature.

We will respond to valid DMCA notices in accordance with applicable law, which may include removing or disabling access to allegedly infringing content. We may terminate the accounts of repeat infringers in appropriate circumstances.

Privacy and Data Handling

Our collection, use, disclosure, and protection of your personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you acknowledge that you have read and understood the Privacy Policy.

Key commitments:

• We do not use your Content Data (API inputs or outputs) to train, fine-tune, or improve machine learning models.
• We do not sell, rent, or trade your personal data.
• Content Data is purged from production systems within 30 days of API call completion.
• API keys are cryptographically hashed before storage and are never stored in plaintext.

Your obligations regarding personal data. If you process personal data of third parties (including your end users, customers, or employees) through the Service, you are solely responsible for: (a) ensuring that you have obtained all necessary consents, authorizations, and legal bases required under applicable data protection laws; (b) providing appropriate notices to data subjects regarding your use of AI-powered processing; and (c) ensuring that your use of the Service complies with all applicable data protection and privacy laws and regulations.

You agree not to submit sensitive categories of personal data (including but not limited to health or medical data, biometric data, financial account numbers, social security or government identification numbers, or data revealing racial or ethnic origin, political opinions, religious beliefs, or sexual orientation) to the Service unless you have obtained all required consents and have a lawful basis for such processing.

Billing, Payment, and Credits

Prepaid credit model. Access to the Service is billed on a prepaid credit basis. You must purchase credits in advance, which are consumed based on usage according to the pricing schedule published in our documentation. Credits are denominated in U.S. dollars.

Pricing. Current pricing is available in our documentation and on the API dashboard. We may change our pricing at any time upon at least 30 days' prior written notice to the email address associated with your account. Your continued use of the Service after a pricing change takes effect constitutes your acceptance of the new pricing. If you do not agree with a pricing change, you must stop using the Service before the change takes effect.

Refunds. Unused credits are eligible for a full refund within 30 days of the date of purchase upon written request to [email protected]. After 30 days, refund requests will be evaluated on a case-by-case basis at our sole discretion. Refunds, if approved, will be processed to the original payment method within 10 business days.

Credit expiration. Prepaid credits do not expire for as long as your account remains active and in good standing. If your account is terminated (by either party) or has been inactive — defined as no API calls made — for a period of 24 consecutive months, we will attempt to notify you via email at least 60 days before any remaining credits are forfeited. Where applicable law prohibits the expiration of stored-value credits or requires a longer notification period, that law shall control.

Taxes. All fees and prices quoted are exclusive of all applicable taxes, levies, duties, and governmental assessments. You are solely responsible for the payment of all such taxes (excluding taxes based on Oaktree Labs' net income) associated with your use of the Service.

Disputed charges. If you believe any charge is incorrect, you must contact us at [email protected] within 60 days of the charge. Failure to dispute a charge within this period constitutes your acceptance of the charge.

Service Availability

No uptime guarantee. We use commercially reasonable efforts to maintain high availability of the Service, but we do not guarantee that the Service will be available at all times or that it will be uninterrupted, timely, secure, or error-free. The Service may be subject to limitations, delays, and other problems inherent in the use of internet and electronic communications infrastructure.

Modifications. We reserve the right to modify, update, enhance, or discontinue any feature, functionality, or aspect of the Service at any time. For material changes that would significantly affect your use of the Service, we will provide at least 30 days' prior written notice, except in cases of emergency, security threats, or legal requirements where shorter notice or immediate action may be necessary.

Scheduled maintenance. We will use commercially reasonable efforts to provide advance notice of planned maintenance that may affect Service availability, via the API dashboard, status page, or email.

Force majeure. Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms (except for payment obligations) to the extent that such failure or delay is caused by circumstances beyond the affected party's reasonable control, including but not limited to: acts of God, natural disasters, epidemics or pandemics, war, terrorism, riots, civil unrest, government actions or orders, labor disputes or shortages, utility or telecommunications failures, Internet outages, cyberattacks (including DDoS attacks), or failures of third-party service providers. The affected party shall provide prompt written notice of the force majeure event and shall use reasonable efforts to mitigate its impact. If a force majeure event continues for more than 60 consecutive days, either party may terminate these Terms upon 15 days' written notice, and Oaktree Labs will issue a pro-rata refund of any unused prepaid credits.

Warranty Disclaimer

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OAKTREE LABS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
• WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE;
• ANY WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, EXPECTATIONS, OR SPECIFICATIONS;
• ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
• ANY WARRANTY REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR QUALITY OF ANY OUTPUT, CONTENT, OR RESULTS OBTAINED THROUGH THE SERVICE;
• ANY WARRANTY THAT DEFECTS IN THE SERVICE WILL BE CORRECTED.

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OAKTREE LABS OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. IN SUCH JURISDICTIONS, THE ABOVE EXCLUSIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OAKTREE LABS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY OF THE FOLLOWING, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT OAKTREE LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES:

• ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
• ANY LOSS OF PROFITS, REVENUE, BUSINESS, ANTICIPATED SAVINGS, OR GOODWILL;
• ANY LOSS OF DATA, INCLUDING BUT NOT LIMITED TO CONTENT DATA, USAGE DATA, OR ACCOUNT DATA;
• ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
• ANY BUSINESS INTERRUPTION OR LOSS OF USE;
• ANY DAMAGES ARISING FROM OR RELATED TO ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE ANY OF YOUR CONTENT OR DATA.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, OAKTREE LABS' TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS ACTUALLY PAID BY YOU TO OAKTREE LABS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (USD $100.00).

THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION SHALL NOT APPLY TO: (I) LIABILITY ARISING FROM OAKTREE LABS' FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT; (II) DEATH OR PERSONAL INJURY CAUSED BY OAKTREE LABS' NEGLIGENCE; (III) OAKTREE LABS' INDEMNIFICATION OBLIGATIONS UNDER THE "INDEMNIFICATION" SECTION; OR (IV) ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE MANDATORY LAW.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Indemnification

Your indemnification of Oaktree Labs. You agree to indemnify, defend, and hold harmless Oaktree Labs and its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, the "Oaktree Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to: (a) your access to or use of the Service; (b) Your Content or any Output you generate, use, distribute, or publish; (c) your violation of these Terms or any applicable law, regulation, or third-party right; or (d) any dispute between you and any third party relating to the Service.

Oaktree Labs' indemnification of you (intellectual property). Oaktree Labs will defend you against any third-party claim alleging that the Service, as provided by Oaktree Labs and used by you in accordance with these Terms, directly infringes a valid patent, copyright, or registered trademark of that third party, and will indemnify you against any damages, costs, and expenses (including reasonable attorneys' fees) finally awarded against you by a court of competent jurisdiction or agreed to in a settlement approved by Oaktree Labs. This indemnification obligation does not apply to the extent that the claim arises from: (a) your modification or alteration of the Service; (b) your combination of the Service with products, services, data, or technologies not provided by Oaktree Labs; (c) your use of the Service in violation of these Terms or in a manner not contemplated by the documentation; or (d) your continued use of a version of the Service after being notified to migrate to a non-infringing version. If the Service becomes, or in Oaktree Labs' reasonable opinion is likely to become, the subject of an infringement claim, Oaktree Labs may, at its sole option and expense: (i) obtain the right for you to continue using the Service; (ii) modify the Service to be non-infringing while maintaining substantially equivalent functionality; or (iii) terminate your access to the affected portion of the Service and provide a pro-rata refund of unused prepaid credits.

Indemnification procedure. The party seeking indemnification (the "Indemnified Party") must: (a) provide the indemnifying party with prompt written notice of the claim (provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced by such failure); (b) grant the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party shall not settle any claim that imposes obligations on the Indemnified Party or admits fault on behalf of the Indemnified Party without the Indemnified Party's prior written consent, which shall not be unreasonably withheld); and (c) provide reasonable cooperation and assistance to the indemnifying party in the defense of the claim, at the indemnifying party's expense.

Termination

Termination by you. You may stop using the Service and request closure of your account at any time by contacting [email protected]. Account closure requests will be processed within 5 business days.

Termination by Oaktree Labs for cause. We may suspend or terminate your access to the Service immediately, with written notice, if: (a) you materially breach any provision of these Terms and fail to cure such breach within 10 days of receiving written notice specifying the breach; (b) you engage in any Prohibited Use described in these Terms; (c) we are required to do so by law, regulation, or order of a court or governmental authority; (d) your use of the Service poses a security risk to the Service, other users, or third parties; or (e) your account has been flagged for fraudulent activity. For material breaches that pose an immediate security risk or involve Prohibited Uses, we may suspend access immediately without a cure period.

Termination by Oaktree Labs without cause. We may terminate your access to the Service for any reason, or no reason, upon at least 30 days' prior written notice to the email address associated with your account. In the case of termination without cause, we will provide a pro-rata refund of any unused prepaid credits.

Effect of termination. Upon termination of your account for any reason: (a) your right to access and use the Service ceases immediately; (b) all outstanding fees and charges become immediately due and payable; (c) we will retain your Account Data and Content Data for a 30-day post-termination grace period during which you may request export of your data in a machine-readable format; (d) after the grace period, we will delete your data in accordance with our Privacy Policy, subject to data we are required to retain by law; (e) any provisions of these Terms that by their nature should survive termination — including but not limited to the sections on Intellectual Property, Warranty Disclaimer, Limitation of Liability, Indemnification, Governing Law, and General Provisions — shall survive and remain in full force and effect.

Governing Law and Dispute Resolution

Governing law. These Terms and any dispute arising out of or relating to these Terms or the Service shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles.

Informal resolution. Before initiating any formal dispute resolution proceeding, you agree to first contact us at [email protected] and attempt to resolve the dispute informally through good-faith negotiation for a period of at least 30 days.

Binding arbitration. If informal negotiation does not resolve the dispute within 30 days, any remaining controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be determined by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or failing agreement, appointed by the AAA. The seat of arbitration shall be Wilmington, Delaware. The arbitrator shall have the authority to award any remedy that would be available in a court of competent jurisdiction. The arbitrator's decision shall be final and binding, and judgment on the arbitration award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees, unless the arbitrator determines otherwise.

Injunctive relief. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief, or other equitable relief, in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights, trade secrets, or confidential information, without the requirement of posting a bond or proving actual damages.

Class action waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND OAKTREE LABS EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF, FOR ANY REASON, A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, BOTH PARTIES WAIVE ANY RIGHT TO A JURY TRIAL.

General Provisions

Modifications to Terms. We reserve the right to modify, amend, or update these Terms at any time. For material changes, we will provide at least 30 days' prior written notice via email to the address associated with your account. Your continued use of the Service after the effective date of any modification constitutes your binding acceptance of the modified Terms. If you do not agree with the modified Terms, you must discontinue use of the Service before the effective date.

Severability. If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent, or if such modification is not possible, severed from these Terms. The invalidity of any provision shall not affect the validity or enforceability of the remaining provisions.

Entire agreement. These Terms, together with the Privacy Policy and any other documents expressly incorporated by reference, constitute the entire agreement between you and Oaktree Labs with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

Assignment. You may not assign, transfer, or delegate these Terms or any of your rights or obligations hereunder, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Oaktree Labs. Any purported assignment without such consent shall be null and void. Oaktree Labs may freely assign or transfer these Terms, in whole or in part, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, without your consent and without prior notice.

Waiver. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms shall be effective only if in writing and signed by the waiving party.

No agency. Nothing in these Terms shall be construed to create a joint venture, partnership, franchise, agency, or employment relationship between you and Oaktree Labs. Neither party has the authority to bind or obligate the other in any manner.

Export compliance. You agree to comply with all applicable export control laws, trade sanctions regulations, and import laws of the United States and any other applicable jurisdiction. You represent and warrant that you are not: (a) located in, or a resident or national of, any country subject to comprehensive U.S. trade sanctions; (b) designated on any U.S. government restricted party list; or (c) otherwise prohibited from receiving U.S.-origin goods, software, or services.

Age requirement. You must be at least 18 years of age (or the age of legal majority in your jurisdiction, if different) to create an account and use the Service. By using the Service, you represent and warrant that you meet this requirement.

Notices. All notices under these Terms shall be in writing and shall be deemed given when: (a) delivered by email to the address associated with your account (for notices to you) or to [email protected] (for notices to us); or (b) posted on our website or dashboard.

Headings. Section headings in these Terms are for convenience of reference only and shall not affect the interpretation of these Terms.

Contact

For questions about these Terms: [email protected]

For account or billing inquiries: [email protected]

For security concerns: [email protected]