Effective Date: January 1, 2025
Last Updated: January 1, 2025
These Terms of Use ("Terms") govern your access to and use of Occidental Dynamics, LLC's vertically-integrated AI SaaS platform, products, services, APIs, and related infrastructure (collectively, the "Services"). Occidental Dynamics, LLC ("Occidental Dynamics," "we," "us," or "our") is a Limited Liability Company organized under the laws of the State of Wyoming. By accessing or using our Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.
LLC Structure: Occidental Dynamics operates as a Limited Liability Company (LLC) organized under Wyoming law. The company is structured as a pass-through entity for U.S. federal income tax purposes, meaning that profits and losses pass through to the members rather than being taxed at the entity level.
Foreign Ownership: Occidental Dynamics has members who are foreign persons (non-U.S. residents or entities) for U.S. tax purposes. The company complies with all applicable U.S. tax withholding requirements, including those under the Foreign Investment in Real Property Tax Act (FIRPTA) and other relevant provisions of the Internal Revenue Code.
International Operations: Occidental Dynamics generates revenue from sources both within and outside the United States, serving customers globally through our AI SaaS platform and related services. We maintain compliance with multi-jurisdictional tax obligations, export control regulations, and international data transfer requirements.
Occidental Dynamics operates a vertically-integrated AI SaaS platform company that provides enterprise-grade artificial intelligence and machine learning solutions. Our Services include:
You agree to use our Services only for lawful purposes and in accordance with these Terms. You shall not:
Our IP: All intellectual property rights in our Services, including our proprietary AI/ML infrastructure, models, algorithms, software, documentation, and technology, are owned by Occidental Dynamics or our licensors. Our technical co-founders hold patents in distributed systems and machine learning optimization, which form part of our proprietary technology stack.
Your Data: You retain all rights to the data you input into our Services ("Customer Data"). You grant us a limited license to process Customer Data solely to provide the Services. We do not use Customer Data to train our foundation models without your explicit consent.
Model Outputs: Subject to your compliance with these Terms and payment of applicable fees, you own the outputs generated by our AI/ML models based on your inputs. However, we retain all rights to the underlying models, weights, and infrastructure.
Our collection, use, and protection of your data is governed by our Privacy Policy. Key principles include:
Subscription Plans: Our Services are offered through various subscription tiers (Starter, Professional, Enterprise) with different feature sets, usage limits, and pricing.
Billing: Subscription fees are billed monthly or annually in advance. Usage-based charges (API calls, compute resources, model fine-tuning) are billed monthly in arrears.
Payment: All fees are due within 30 days of invoice date unless otherwise specified in your Enterprise Agreement. Late payments may incur interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
International Payments: For customers outside the United States, payments may be processed in U.S. Dollars (USD) or other major currencies as specified in your subscription agreement. Currency conversion rates are determined at the time of transaction. You are responsible for any bank fees, wire transfer fees, or currency conversion charges imposed by your financial institution.
Cross-Border Transactions: Services delivered to customers outside the United States constitute foreign-source income for Occidental Dynamics. Customers may be subject to applicable local taxes, VAT, GST, or other indirect taxes based on their jurisdiction. Unless otherwise stated, all fees are exclusive of such taxes, and you are responsible for payment of all applicable taxes.
Price Changes: We may modify pricing with 60 days prior written notice. Price changes will not affect your current subscription term.
No Warranty on Outputs: AI/ML models are probabilistic systems. While we strive for accuracy and quality, we do not warrant that model outputs will be error-free, accurate, complete, or suitable for your specific use case.
Your Responsibility: You are solely responsible for reviewing, validating, and determining the appropriateness of any AI-generated outputs before use in production systems or decision-making processes.
Limitation: To the maximum extent permitted by law, Occidental Dynamics shall not be liable for any damages arising from your use of or reliance on AI-generated outputs, including but not limited to direct, indirect, incidental, consequential, or punitive damages.
Termination by You: You may cancel your subscription at any time through your account dashboard or by contacting support. Cancellations take effect at the end of your current billing period. No refunds are provided for partial billing periods.
Termination by Us: We may suspend or terminate your access to the Services immediately if you breach these Terms, engage in fraudulent activity, or pose a security risk to our infrastructure.
Effect of Termination: Upon termination, your access to the Services will cease. You may export your Customer Data within 30 days of termination, after which we may delete it in accordance with our data retention policies.
Both parties agree to comply with all applicable laws and regulations governing AI/ML systems and data protection, including:
Enterprise customers may be subject to additional terms specified in a separately executed Enterprise Agreement, which may include:
Rate Limits: API access is subject to rate limits based on your subscription tier. Exceeding rate limits may result in throttling or temporary suspension of API access.
API Keys: You are responsible for maintaining the confidentiality of your API keys. Any activity conducted using your API keys is your responsibility.
Breaking Changes: We will provide at least 90 days notice before introducing breaking changes to our APIs. Deprecated API versions will be supported for a minimum of 12 months after deprecation notice.
Fine-Tuning Services: Custom model fine-tuning is available to Professional and Enterprise customers. Fine-tuned models are trained on your provided data using our proprietary infrastructure.
Model Ownership: You own the fine-tuned model weights derived from your data. We retain ownership of the base model architecture and infrastructure.
Deployment: Fine-tuned models can be deployed on our infrastructure or exported for self-hosting (Enterprise tier only). Export fees and licensing terms apply.
Confidential Information: Each party agrees to maintain the confidentiality of the other party's proprietary information, including technical specifications, business plans, customer data, and pricing information.
Enterprise NDAs: Enterprise customers may execute a separate mutual non-disclosure agreement (NDA) for discussions involving sensitive technical or business information.
Security Incidents: We will notify you of any security incidents affecting your Customer Data within 72 hours of discovery, in accordance with applicable data breach notification laws.
Pass-Through Tax Treatment: As a pass-through entity, Occidental Dynamics does not pay federal income tax at the entity level. Instead, income, deductions, and credits flow through to the members, who report these items on their individual or corporate tax returns. This structure does not affect your obligations as a customer.
Foreign Member Withholding: Occidental Dynamics complies with U.S. tax withholding requirements applicable to payments to foreign members, including withholding under sections 1441, 1442, and 1446 of the Internal Revenue Code. These withholding obligations are internal to the company and do not create additional obligations for customers.
FIRPTA Compliance: To the extent applicable, Occidental Dynamics maintains compliance with the Foreign Investment in Real Property Tax Act (FIRPTA). Any disposition of interests in the company by foreign members will be handled in accordance with FIRPTA withholding requirements.
Customer Tax Obligations: You are solely responsible for determining and paying all taxes associated with your use of our Services, including sales tax, use tax, VAT, GST, and any other applicable taxes in your jurisdiction. We recommend consulting with a tax professional regarding your specific tax obligations.
Export Control Compliance: Our AI/ML technology and services may be subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR). You agree to comply with all applicable export control laws and will not export, re-export, or transfer our technology to prohibited countries, entities, or individuals.
International Data Transfers: As a company serving customers globally, we may transfer, store, and process data across international borders, including transfers from the European Economic Area (EEA) to the United States and other jurisdictions. We implement appropriate safeguards for international data transfers, including Standard Contractual Clauses (SCCs) where required.
Sanctions Compliance: You represent and warrant that you are not located in, organized under the laws of, or owned or controlled by persons or entities in any country or territory subject to comprehensive U.S. economic sanctions. You further represent that you are not identified on any U.S. government list of prohibited or restricted parties.
We may modify these Terms from time to time. Material changes will be communicated via email at least 30 days before taking effect. Your continued use of the Services after the effective date constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you may terminate your subscription.
These Terms are governed by the laws of the State of Wyoming, without regard to conflict of law principles. Any disputes arising from these Terms or the Services shall be resolved through binding arbitration in San Francisco, California, in accordance with the rules of the American Arbitration Association. The choice of San Francisco as the arbitration venue reflects the location of the company's principal business operations.
For questions about these Terms, please contact us at:
Email:
legal@occidentaldynamics.com
Address: 2 Embarcadero Center, San Francisco, CA
94111 USA
By using Occidental Dynamics' Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use.
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