API Terms & Policies API Terms & Policies

Terms of Use

Updated September 19, 2022

Thank you for developing with OpenAI!

These Terms of Use apply when you use the products and services of OpenAI, L.L.C. or our affiliates, including our application programming interface and other software, tools, developer services, data and documentation (“Services”). The Terms include our Privacy Policy, Sharing & Publication Policy, and Community Guidelines, and other documentation, guidelines, or policies we may provide in writing. By using our Services, you agree to these Terms.

1. Registration and Access

You must be 18 years or older and able to form a binding contract with OpenAI to use the Services. If you use the Services on behalf of another person or entity, you must have the authority to accept the Terms on their behalf. You must provide accurate and complete information to register for an account. You may not make your access credentials or account available to others, and you are responsible for all activities that occur using your credentials.

2. Usage Requirements

(a) Use of Services. You may access, and we grant you a non-exclusive right to use, the Services in accordance with these Terms. You will comply with these Terms and all applicable laws when using the Services. We and our affiliates own all rights, title, and interest in and to the Services.

(b) Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements. If you provide any of these things, we may use it without restriction or compensation to you.

(c) Restrictions. You may not (i) use the Services in a way that infringes, misappropriates or violates any person’s rights; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law); (iii) use the Services to develop foundation models or other large scale models that compete with OpenAI; (iv) use any method to extract data from the Services, including web scraping, web harvesting, or web data extraction methods, other than as permitted through the API; (v) represent that output from the Services was human-generated when it is not; or (vii) buy, sell, or transfer API keys without our prior consent. You will comply with any rate limits and other requirements in our documentation. You may use Services only in geographies currently supported by OpenAI.

(d) Beta and Third Party Services. We may offer new services or features on a preview, early access, or beta basis (“Beta Services”). Beta Services are offered “as-is” to allow testing, evaluation and improvement. Beta Services may not become generally available or be error free, and we may stop providing access to Beta Services at any time. Data you provide to Beta Services may not be secured and may be lost or damaged, and results provided by certain Beta Services may be subject to third party licenses, including open source licenses. Any third party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third party products.

3. Content

(a) Your Content. You may provide input to the Services (“Input”), and receive output generated and returned by the Services based on the Input (“Output”). Input and Output are collectively “Content.” As between the parties and to the extent permitted by applicable law, you own all Input, and subject to your compliance with these Terms, OpenAI hereby assigns to you all its right, title and interest in and to Output. OpenAI may use Content as necessary to provide and maintain the Services, comply with applicable law, and enforce our policies. You are responsible for Content, including for ensuring that it does not violate any applicable law or these Terms.

(b) Similarity of Content. Due to the nature of machine learning, Output may not be unique across users and the Services may generate the same or similar output for OpenAI or a third party. For example, you may provide input to a model such as “What color is the sky?” and receive output such as “The sky is blue.” Other users may also ask similar questions and receive the same response. Responses that are requested by and generated for other users are not considered your Content.

(c) Use of Content to Improve Services. One of the main benefits of machine learning models is that they can be improved over time. To help OpenAI provide and maintain the Services, you agree and instruct that we may use Content to develop and improve the Services. You can read more here about how Content may be used to improve model performance. We understand that in some cases you may not want your Content used to improve Services. You can opt out of having Content used for improvement by contacting support@openai.com with your organization ID. Please note that in some cases this may limit the ability of our Services to better address your specific use case.

4. Fees and Payments

(a) Fees and Billing. You will pay all fees charged to your account (“Fees”) according to the prices and terms on the applicable pricing page, or as otherwise agreed between us in writing. We have the right to correct pricing errors or mistakes even if we have already issued an invoice or received payment. You will provide complete and accurate billing information including a valid and authorized payment method. We will charge your payment method on an agreed-upon periodic basis, but may reasonably change the date on which the charge is posted. You authorize OpenAI and its affiliates, and our third-party payment processor(s), to charge your payment method for the Fees. If your payment cannot be completed, we will provide you written notice and may suspend access to the Services until payment is received. Fees are payable in U.S. dollars and are due upon invoice issuance. Payments are nonrefundable except as provided in this Agreement.

(b) Taxes. Unless otherwise stated, Fees do not include federal, state, local, and foreign taxes, duties, and other similar assessments (“Taxes”). You are responsible for all Taxes associated with your purchase, excluding Taxes based on our net income, and we may invoice you for such Taxes. You agree to timely pay such Taxes and provide us with documentation showing the payment, or additional evidence that we may reasonably require. OpenAI uses the name and address in your account registration as the place of supply for tax purposes, so you must keep this information accurate and up-to-date.

(c) Price Changes. We may change our prices by posting notice to your account and/or to our website. Price increases will be effective 14 days after they are posted, except for increases made for legal reasons or increases made to Beta Services, 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.

(d) Disputes and Late Payments. If you want to dispute any Fees or Taxes, please contact ar@openai.com within thirty (30) days of the date of the disputed invoice. Undisputed amounts past due may be subject to a finance charge of 1.5% of the unpaid balance per month. If any amount of your Fees are past due, we may suspend your access to the Services after we provide you written notice of late payment.

(e) Free Tier. You may not create more than one account to benefit from credits provided in the free tier of the Services. If we believe you are not using the free tier in good faith, we may charge you standard fees or stop providing access to the Services.

5. Confidentiality, Security and Data Protection

(a) You may be given access to Confidential Information of OpenAI, its affiliates and other third parties. You may use Confidential Information only as needed to use the Services as permitted under these Terms. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means nonpublic information that OpenAI or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to OpenAI and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.

(b) Security. You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact OpenAI and provide details of the vulnerability or breach.

(c) Processing of Personal Data. If your use of the Services involves processing of personal data, you must provide legally adequate privacy notices and obtain necessary consents for the processing of such data, and you represent to us that you are processing such data in accordance with applicable law. If you are governed by the GDPR or CCPA and will be using OpenAI for the processing of “personal data” as defined in the GDPR or “Personal Information,” please contact support@openai.com to execute our Data Processing Addendum.

(d) No Protected Health Information. OpenAI does not intend, and currently does not support, use of the Services by any person that is a “covered entity” or a “business associate” under the Health Insurance Portability and Accountability Act, as amended (“HIPAA”), if such use would involve access by OpenAI to “protected health information” as defined under HIPAA.

6. Term and Termination

(a) Termination. These Terms take effect when you first use the Services and remain in effect until terminated. You may terminate these Terms at any time for any reason by discontinuing the use of the Services and Content. We may terminate these Terms for any reason by providing you at least 30 days’ advance notice. We may terminate these Terms immediately upon notice to you if you breach Sections 2 (Usage Requirements), 5 (Confidentiality, Security and Data Protection) or 10 (General Terms), if there are changes in relationships with third party technology providers outside of our control, or to comply with law or government requests.

(b) Effect on Termination. Upon termination, you will stop using the Services and you will promptly return or, if instructed by us, destroy any Confidential Information. The sections of these Terms which by their nature should survive termination or expiration should survive, including but not limited to Sections 3 and 5-8.

7. Indemnification; Disclaimer of Warranties; Limitations on Liability

(a) Indemnity. You will defend, indemnify, and hold harmless us, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of the Services, including your Content, products or services you develop or offer in connection with the Services, and your breach of these Terms or violation of applicable law.

(b) Disclaimer. THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.

(c) Limitations of Liability. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED ​​THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8. General Terms

(a) Relationship of the Parties. These Terms do not create a partnership, joint venture or agency relationship between you and OpenAI or any of OpenAI’s affiliates. OpenAI and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.

(b) Use of Brands. You may not use OpenAI’s or any of its affiliates’ names, logos, or trademarks, without our prior written consent.

(c) U.S. Federal Agency Entities. The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.

(d) Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may assign these Terms in connection with a merger, acquisition or sale of all or substantially all of our assets, or to any affiliate or as part of a corporate reorganization.

(e) Modifications. We may amend these Terms by posting a revised version on the Site or otherwise providing notice to you. Changes will not apply retroactively and will become effective no sooner than 30 days after they are posted, except for changes addressing new Service functions or changes made for legal reasons, which will be effective immediately. Your continued use of the Services after any change means you agree to such change.

(f) Notices. All notices will be in writing. We may notify you using the registration information you provided or the email address associated with your use of the Services. Service will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post. OpenAI accepts service of process at this address: OpenAI L.L.C., 3180 18th Street, San Francisco, CA 94110, Attn: support@openai.com.

(g) Waiver and Severability. If you do not comply with these Terms, and OpenAI does not take action right away, this does not mean OpenAI is giving up any of our rights. If any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.

(h) Export Controls. The Services may not be used in or for the benefit of, exported, or re-exported (a) into any U.S. embargoed countries (collectively, the “Embargoed Countries”) or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Person’s List or Entity List, or any other restricted party lists. You represent and warrant that you are not located in any Embargoed Countries and not on any such restricted party lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly.

(i) Dispute Resolution. In the event of a dispute arising out of or related to these Terms (collectively, “Disputes”), you and OpenAI will engage in good faith negotiations to amicably resolve a Dispute. If we are unable to resolve a Dispute within thirty (30) days, either party may commence binding arbitration under JAMS Comprehensive Arbitration Rules and Procedures. The parties will share equally the fees and expenses of the JAMS arbitrator. The arbitration will be conducted by a sole arbitrator chosen by the mutual agreement of the parties or, failing that, by JAMS under its then prevailing rules. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator will have the authority to grant specific performance or any other equitable or legal remedy, including provisional remedies. Each party will be responsible for its own incurred expenses arising out of any dispute resolution procedure. Any arbitration proceedings will take place in San Francisco, California.

(j) Class Waiver. Each party agrees that any Disputes between them must be brought against each other on an individual basis only and not as a plaintiff or class member in any purported class or representative proceeding. In an arbitration proceeding, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. 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 arising out of or relating to these Terms. If a court decides that this Section is not enforceable or valid, then this Section will be null and void, but the rest of these Terms will still apply.

(k) Equitable Remedies. You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to OpenAI and its affiliates, and OpenAI shall have the right to seek injunctive relief against you in addition to any other legal remedies.

(l) Entire Agreement. These Terms and any policies incorporated in these Terms contain the entire agreement between you and OpenAI regarding the use of the Services and, other than any Service specific terms of use or any applicable enterprise agreements, supersedes any prior or contemporaneous agreements, communications, or understandings between you and OpenAI on that subject.

(m) Jurisdiction, Venue and Choice of Law. These Terms will be governed by the laws of the State of California, excluding California’s conflicts of law rules or principles. Except as provided in the “Dispute Resolution” section, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of San Francisco County, California, USA, and you and OpenAI each consent to personal jurisdiction in those courts.