API Terms & Policies API Terms & Policies

Developer Agreement

Updated January 12, 2021

Thank you for developing with OpenAI!

This Developer Agreement (the "Agreement") governs payments and certain other terms associated with your access to OpenAI’s application programming interfaces, or associated software, tools, developer services, or data (collectively, "APIs") and is a binding contract between you or the entity or organization that you represent ("you") and OpenAI, L.L.C. ("OpenAI", "we", "our" or "us").

By accepting this Agreement, you represent and warrant that you are of legal age to form a binding contract with OpenAI and that you have the right, power, and full authority to enter into this Agreement on behalf of yourself or the person, company, or entity you represent. The effective date of this Agreement is the date of your acceptance.

1. Fees and Payments

a) Fees. You agree to pay all fees or charges to your account ("Fees") in accordance with the prices and billing terms in effect at the time the Fee is incurred and consistent with the application of Section 1(b) below. Except as otherwise provided in a separate agreement between you and OpenAI, the current API pricing is set forth on our pricing page located at openai.com/pricing. The Fees you owe for your API usage are based on your token consumption. We reserve the right to correct any errors or mistakes that we identify even if we have already issued an invoice or received payment.

We reserve the right to change our prices at any time. We will post notice of changes in the pricing or applicable terms to your account and/or to our website. Changes will become effective no sooner than 14 days after they are posted, except for changes made for legal reasons, which will be effective immediately. Any price changes will apply to the Fees charged to your account immediately after the effective date of the changes. If the change to any pricing or terms is not acceptable, your sole and exclusive remedy will be to cease using the API and cancel this Agreement. By continuing to use the service after notice of the change, you accept all such changes.

b) Taxes. Unless otherwise stated, Fees do not include federal, state, local, and foreign taxes, duties, levies, imposts, withholdings, and other similar assessments or any interest and penalties there on ("Taxes"). You are responsible for all Taxes associated with your purchase, excluding Taxes based on our net income. When required to do so, we will invoice you for such Taxes by adding the requisite amount to your Fees. You agree to timely pay such Taxes and promptly provide us with an original receipt showing the payment, together with such additional documentary evidence as we may from time to time reasonably require. You hereby confirm that OpenAI can rely on the name and address set forth in your account registration as being the place of supply for tax purposes. You agree to be responsible for keeping this information accurate and up-to-date in your Account Settings.

c) Billing Information. You must provide your contact information, including bill-to address and email address, if applicable, as well as information for a valid payment method that you are authorized to use. It is your responsibility to maintain complete and accurate billing information.

d) Payments. OpenAI will charge your credit card or digital payment method on a monthly basis, but may change the date on which the charge is posted at any time. All Fees are payable in U.S. dollars and are due upon invoice issuance. All payment obligations are non-cancelable and all amounts paid are nonrefundable except as provided in this Agreement.

e) Payment Authorization. By providing us with credit card information or information for any supported digital payment method, you authorize OpenAI and its affiliates to store this information and to charge the credit card or digital payment method you have provided for the Fees when due until your account is terminated. In addition, you authorize us to use a third-party payment processor in processing payments. If you notify us to stop using a previously designated payment method and fail to designate an alternative, your credit card expires or is declined, your payment information requires an update, or your payment cannot be completed for any other reason, we may provide you with notice via email and immediately suspend your use and access to the APIs until we receive payment.

f) Disputes and Late Payments. If you wish to dispute any Fees or Taxes, you must notify us in writing by emailing us within thirty (30) days of the date of the disputed invoice. Any undisputed amounts past due are subject to a finance charge of 1.5% of the unpaid balance per month (or the highest rate permitted by law, whichever is lower) from the date such payment was due until the date paid. You will be responsible for all reasonable expenses (including attorneys’ fees) incurred by us in collecting past due amounts. If any amount of your Fees are past due, we may suspend your API access after we provide you written notice of late payment. Any amounts due under this Agreement shall not be withheld or offset by you against amounts due to you for any reason.

g) Free Trial. If you start a free trial and cancel before it ends, you cannot reactivate the free trial. If you elect to upgrade to paid API access at any point before the end of your free trial period, you acknowledge that your free trial may expire and OpenAI shall have no obligation to reinstate, reimburse, or otherwise compensate you for any such expired free trial.

2. Term, Cancellation, and Termination

a) Term. This term of this Agreement is from the Effective Date through the date it is terminated in accordance with this Agreement.

b) Cancellation. Either party may terminate this Agreement by providing notice through your account page. In the event of cancellation, you will continue to owe all outstanding Fees.

c) Post Termination. Once this Agreement is terminated, you must cease using the APIs and OpenAI may delete your account settings within thirty (30) days of such termination. Once your account settings are deleted, you will not be able to recover such account settings.

3. Additional Terms

a) Terms of Use. This Agreement and your API usage are also subject to and governed by the OpenAI API Terms of Use ("TOU"). The TOU constitutes a material part of this Agreement and is expressly incorporated herein by reference. By entering into this Agreement you acknowledge that you have read and agree to abide by the TOU. All references within the TOU to "these Terms" include all of the terms set forth herein. In the event of conflict between the TOU and the additional terms set forth herein, the additional terms set forth herein shall prevail, provided however that nothing herein shall limit any right or remedy of OpenAI under the TOU.

b) Other Agreements. This Agreement supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof, including any prior Subscription Agreement entered into between you and OpenAI.

c) No Third-Party Beneficiaries. No person or entity who is not a party to this Agreement will have the right to enforce any provision of this Agreement.

d) Relationship of the Parties. The parties are independent contractors and the relationship between them under this Agreement will not constitute a partnership or agency. Neither party will have the authority to take action that will be binding on the other party.

e) Miscellaneous. Neither party may assign this Agreement, in whole or in part, to any third party without the prior written consent of the other party. No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate. This Agreement shall be construed under and governed by the laws of the State of California, without regard to conflict of law provisions, and will be litigated exclusively in the federal or state courts of San Francisco, California, USA.