1. Agreement and eligibility
These Terms of Service (the “Terms”) form an agreement between Palace Leap LLC and the individual or entity that accesses or uses a Palace Ring website, API, interface, model, compute environment, infrastructure program or related professional service (collectively, the “Services”). “Palace Ring,” “we,” “us,” and “our” mean Palace Leap LLC, the entity providing the Services under the applicable Order. A signed order, statement of work, service-level agreement or other agreement incorporating these Terms is an “Order.” An Order controls over these Terms to the extent of a conflict concerning its subject matter.
Accessing or using a Service constitutes acceptance of these Terms. An individual accepting these Terms for an organization represents that the individual has authority to bind that organization.
Users must satisfy the minimum legal age and capacity required in their jurisdiction. A public authority may use the Services only within its lawful mandate and procurement authority. Consumer rights that cannot be waived remain in force.
2. Services
Subject to the applicable Order, Palace Ring grants the customer a limited, non-exclusive, non-sublicensable and non-transferable right during the service term to access and use the Services for its internal, institutional or expressly authorized public purposes. Palace Ring may coordinate software, compute, models, facilities, professional services and approved third-party providers to deliver the operating form stated in the Order.
Models, features, limits, regions and service dependencies may evolve or be deprecated. Palace Ring will use commercially reasonable efforts to notify contracted customers before a material production dependency changes when the change is within Palace Ring’s control. Availability, performance, capacity, migration, support, service credits and acceptance criteria apply only when an Order or service-level agreement states them.
Beta, evaluation and preview features may be incomplete, change without advance notice and carry additional restrictions disclosed at access. They may be used for production or regulated workloads only with written approval.
3. Customer responsibilities
The customer is responsible for its authorized users, credentials, configurations, connected systems, use cases, legal notices and consents, and the accuracy and legality of material submitted to the Services. The customer will maintain reasonable access controls, apply human oversight appropriate to the risk of each use, and promptly report suspected compromise or misuse.
The customer will comply with law, export controls, sanctions, model licenses, documentation and use restrictions stated in the Order. It will not resell standalone access without written authorization, bypass usage or safety limits, interfere with service operation, probe security without permission, misrepresent provenance or use the Services to create an unlawful substitute for professional judgment.
The customer is responsible for decisions, notices and actions taken on the basis of Output. Palace Ring may provide implementation guidance, but the customer remains responsible for determining whether a use is lawful and appropriate for its people, sector and jurisdiction.
4. Customer Content and Output
“Customer Content” means prompts, inputs, datasets, files, images, audio, training material and other content supplied by or for the customer. “Output” means material produced in response. As between Palace Ring and the customer, the customer retains its rights in Customer Content and Output, subject to applicable law and third-party rights.
The customer grants Palace Ring and authorized service providers a worldwide, limited right to host, copy, transmit, transform and otherwise process Customer Content and Output solely to deliver, secure, support and administer the Services, comply with law and perform the applicable Order. The grant ends when processing is no longer required, subject to agreed retention, backups and legal obligations.
Training a general model for unrelated customers requires the customer’s express opt-in. Customer-requested fine-tuning or training, evaluations, safety screening, abuse detection and operational processing remain service-related uses. Output may be inaccurate, incomplete, non-unique or unsuitable for a specific decision; the customer must evaluate it before reliance or publication.
5. Third-party services
The Services may include models, hardware, networks, datacentres, software or other components supplied by third parties. Their licenses, use restrictions, geographic availability and intellectual-property conditions may apply in addition to these Terms. Access grants usage rights only; underlying model weights remain with their owner unless an Order expressly transfers them.
Palace Ring remains responsible for its contracted delivery obligations. Dedicated capacity, custom weights, customer-selected components and institution-owned systems have separate technical, licensing and ownership boundaries recorded in the Order. A provider’s end of life, export restriction or license change may require a technically reasonable substitute.
6. Security, privacy and confidentiality
Palace Ring will maintain administrative, technical and physical safeguards appropriate to its role, the risks presented and the applicable Service. Service-specific controls, audit materials, data residency, private networking, retention, incident notice, recovery objectives and subcontractor commitments must be recorded in the Order when required.
Each party will protect the other’s non-public business, technical and operational information using at least reasonable care and will use it solely for the agreement. Confidential Information excludes information that is lawfully public, already known without restriction, independently developed without use of the protected information, or rightfully received without confidentiality duty. Required disclosure is permitted after legally allowed notice and reasonable assistance seeking protective treatment.
Personal data is handled under the Privacy Notice and, for customer-directed processing, the Data Processing Agreement or signed data terms. Each party will comply with the privacy and security duties allocated to it.
7. Intellectual property
Palace Ring and its licensors retain rights in the Services, documentation, orchestration methods, software, designs and pre-existing materials. The customer retains its pre-existing assets and the rights stated above for Customer Content and Output. Feedback may be used without restriction when it contains no Confidential Information or personal data.
The Order expressly allocates ownership and license rights for fine-tuned weights, adapters, evaluations, runbooks, custom software, facility assets, equipment, documentation and improvements. Full model ownership applies only where the applicable training assets and resulting model weights are created for or expressly transferred to the customer. Only express grants and transfers apply.
8. Fees, taxes and suspension
Fees, currency, usage units, minimum commitments, capacity reservations, payment dates and taxes are stated in the Order. Public rate schedules are references and may change before an Order is accepted. Unless an Order states another period, undisputed invoiced amounts are due within 30 days. The customer will raise a good-faith billing dispute promptly and pay undisputed amounts when due.
Fees exclude taxes that Palace Ring is legally required to collect, other than taxes on Palace Ring’s net income. The customer will provide valid exemption documentation where applicable. Late amounts may accrue interest at the lower of one percent per month or the maximum lawful rate.
Palace Ring may restrict or suspend affected Services for material non-payment, a credible security threat, unlawful use, sanctions or export-control risk, or a material breach. Where practicable, Palace Ring will give notice and an opportunity to cure. Suspension will be proportionate to the risk and will end after the cause is remedied.
9. Term and termination
These Terms continue while the customer uses the Services or an incorporating Order remains active. Either party may terminate an Order for an uncured material breach after the stated cure period, or immediately when cure is impossible, continued performance would be unlawful, or an insolvency event permits termination by law. Convenience termination applies only when stated in the Order.
On termination, access ends and accrued amounts remain payable. Export, deletion, return, transition assistance, continued operation and transfer of dedicated or owned assets follow the Order and Data Processing Agreement. Provisions that by nature should survive—including payment, confidentiality, intellectual property, disclaimers, liability, audit and dispute terms—survive.
10. Warranties, indemnity and liability
Palace Ring warrants that contracted professional services will be performed in a professional and workmanlike manner and that a paid Service will materially conform to its agreed documentation. For breach, Palace Ring will correct or re-perform the affected Service or, when neither remedy is commercially reasonable, permit termination and refund prepaid fees for the affected unused period.
Except for express warranties in an Order, the Services and Output are provided “as is” to the extent permitted by law. Palace Ring disclaims implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Palace Ring makes no warranty that Output will be accurate, unique, lawful for every use or free of third-party claims.
Neither party will be liable for indirect, special, incidental, consequential, exemplary or punitive damages, or loss of profit, revenue, goodwill or business opportunity, even if advised of the possibility, except where exclusion is prohibited. Unless an Order states another cap, each party’s aggregate liability arising from the Services will not exceed amounts paid or payable for the affected Services during the 12 months before the first event giving rise to liability.
The exclusions and cap do not limit payment obligations, fraud, willful misconduct, breach of confidentiality, infringement or misappropriation of the other party’s intellectual property, indemnity obligations, or liability that cannot lawfully be limited. Data-protection liability is subject to the applicable Order and mandatory law.
Each party will defend and indemnify the other against third-party claims caused by its unlawful content, infringement, willful misconduct or material violation of these Terms, subject to prompt notice, control of defense by the indemnifying party and reasonable cooperation. The indemnifying party may not settle a claim in a way that admits fault or imposes non-monetary obligations on the protected party without consent. Model-specific infringement coverage, exclusions and remedies are stated in the Order.
11. General
Neither party may assign an Order without the other’s consent, except to an affiliate or in connection with a merger, reorganization or sale of substantially all relevant assets, provided the assignee assumes the obligations and the assignment does not materially reduce data protection. The parties are independent contractors; these Terms create no partnership, fiduciary relationship, agency or third-party beneficiary except where expressly stated.
No waiver is continuing. Invalid provisions will be limited or replaced to preserve their lawful purpose while the remainder continues. Neither party is liable for delay caused by events beyond its reasonable control, excluding payment obligations and duties that can reasonably continue through the event. The affected party will notify the other and use reasonable efforts to mitigate.
Formal notices may be delivered through the service account, the contracting channel, the address in the Order, or to legal@palacering.com. General inquiries may be sent to info@palacering.com. Electronic signatures and counterparts are valid to the extent permitted by law.
Governing law and dispute forum are those stated in the Order. Where an Order is silent, Delaware law governs without regard to conflict-of-law rules, and the state and federal courts located in Delaware have exclusive jurisdiction. Each party consents to that jurisdiction. Mandatory consumer, public-law and data-protection rights remain unaffected.
These Terms, the Privacy Notice, Data Processing Agreement, applicable service documentation and incorporated Orders form the entire agreement for their subject matter. An Order controls for its specific Services; the Data Processing Agreement controls for processing of Customer Personal Data; mandatory transfer clauses control where they expressly require.