Agreement and order of precedence
These Terms and Conditions ("Terms") govern the Iacon website, arkenOS, Optimus, and related research, consulting, and commercial services offered by Iacon Autonomics ("Iacon"). "Customer" or "you" means the person accepting these Terms or the organization on whose behalf they are accepted. A person acting for an organization must have authority to bind it.
These Terms form part of your agreement when you accept them through the applicable registration, purchase, or contracting process. A quotation or discussion alone does not authorize a paid engagement. Its scope and charges must be agreed.
An executed order form, statement of work, or negotiated agreement (an "Order") controls over these Terms for the subject matter it expressly addresses. A data processing agreement controls conflicting provisions concerning the personal information it covers. Otherwise, these Terms apply. The Privacy Policy describes Iacon's processing of personal information and its request-content retention policy.
Nothing in this agreement limits a right or remedy that applicable law does not permit the parties to exclude, including mandatory consumer rights.
Defined terms
"Services" means the Iacon offerings identified above, within the functionality or engagement you purchase. An Order may identify specific deliverables, support commitments, usage allowances, or acceptance criteria.
"Inputs" means material you or your authorized users submit or make available for processing, including prompts, files, code, datasets, workspace context, and tool results. "Outputs" means material generated and returned through the Services in response to Inputs. "Customer Content" means Inputs and Outputs collectively.
"Actions" means operations performed through tools or connected resources, such as executing code, changing files, starting experiments, or sending a request to an external service. An Action may affect a system beyond the conversation in which it was requested.
"Usage Credits" means a prepaid balance for eligible service consumption, including balances described in an offer as tokens or compute credits. The applicable offer identifies how consumption is metered and deducted. A credit balance does not guarantee a fixed number of model tokens unless the offer expressly says so.
Access and account administration
The Services are offered to individuals and organizations, subject to applicable legal restrictions. Subject to this agreement, Iacon permits you and your authorized users to access the Services within your agreed plan, scope, and usage limits. This permission does not transfer ownership of Iacon's software or infrastructure.
You must provide accurate account and billing information, maintain appropriate credential security, and manage the permissions of users you authorize. Notify Iacon promptly if you suspect a compromise. You are responsible for your authorized users' compliance and for usage you authorize; this responsibility does not excuse a breach of Iacon's own security or contractual duties.
You must have the rights and permissions needed to provide Inputs, connect resources, and instruct Actions. Each party is responsible for complying with laws applicable to its own performance, including applicable privacy, export-control, and sanctions requirements. You must not access or use the Services where providing them to you would violate applicable United States sanctions or export-control laws, including prohibitions concerning restricted persons, entities, territories, end users, or end uses. You must not conceal a restricted identity or location to circumvent these requirements.
Autonomous operations and evaluation
Optimus may use available context to plan work and perform Actions within the permissions you provide. You authorize processing and operations reasonably necessary to carry out your instructions, subject to the controls and scope of the Services. Access to one resource does not grant Iacon an independent right to exploit unrelated resources or Customer Content.
Configure permissions, execution settings, and spending limits for the task. Keep appropriate backups and review consequential changes before deploying them. An automated task may consume resources over multiple tool calls or model requests, including when the task fails to achieve its objective.
Outputs and Actions can be incorrect, incomplete, or unsuitable for a particular deployment. You are responsible for evaluating results against your requirements and for deciding whether to use them. A successful experiment, benchmark, or simulation does not establish the safety or performance of a different environment, production system, or physical robot.
Unless an Order expressly commits to a defined result, an engagement does not guarantee a performance improvement, scientific finding, regulatory approval, or commercial return. This does not reduce the services, deliverables, or standard of care that Iacon has agreed or is required by law to provide.
Providers, integrations, and acceptable use
The Services may interact with third-party models, hosting services, tools, and integrations. An integration you choose, or a provider account you connect using your own credentials (BYOK), is subject to the applicable agreement between you and that provider, including its retention, training permissions, usage limits, and fees. You are responsible for selecting provider terms and settings suitable for your workload. Iacon does not change that agreement or guarantee a BYOK provider's independent practices; Iacon remains responsible for its own processing and contractual obligations. Open-source components remain subject to their applicable licenses. Iacon's use of service providers does not remove its obligations concerning Customer Content under this agreement.
Use the Services only for lawful, authorized activity. You must not infringe another person's rights, access systems without authorization, deploy malicious software, obtain another customer's confidential information, evade charges or access controls, or deliberately disrupt the Services.
Adversarial research and security evaluation must remain within the systems and activities you are authorized to test. These Terms permit the development and evaluation of your own models, policies, environments, and datasets within the agreed service scope. They do not override a separate provider's applicable license restrictions.
Fees and metered consumption
Your plan, checkout, or Order identifies the applicable platform fee, billing interval, usage rates, included allowances, and payment terms. Platform access and resource consumption are distinct charges unless the offer states otherwise. Applicable taxes will be identified as required by law.
By purchasing a subscription or enabling a recurring purchase, you authorize the disclosed recurring charges until cancellation takes effect. Automatic replenishment of Usage Credits applies only where you enable it and within the settings you select. Changes to those settings apply to subsequent purchases; they do not reverse consumption already incurred.
Usage may include calls by Optimus, subagents, tools, and experiments you authorize. Work that produces an error or an unsuccessful result can still consume billable resources. Metering is based on the applicable rates and actual chargeable consumption, rather than a guarantee that an objective is achieved.
Notify dev@iaconautonomics.com if you believe a charge is incorrect, identifying the relevant invoice or transaction. Iacon will investigate and correct a verified billing error. This process does not restrict payment-dispute rights provided by law.
Credits, cancellation, and adjustments
Purchased Usage Credits and charges for consumption already incurred are non-refundable, except where applicable law requires otherwise. Usage Credits are a balance for eligible Services; they are not currency, a bank account, or an investment. Expiration, transfer restrictions, or limitations on a purchased or promotional balance apply only as disclosed in its applicable offer or agreement.
You may cancel renewal through the available billing controls or by contacting Iacon. Unless you elect immediate cancellation, cancellation takes effect at the end of the current paid billing period. Platform access continues until that date, no further renewal fee is charged, and no refund of the platform fee is due for that period, except as required by applicable law.
If you elect immediate cancellation, platform access ends when cancellation takes effect. Iacon will refund the unused portion of the base platform fee to the original payment method, without a cancellation penalty. The refund equals the base platform fee actually paid for the current billing period, after applicable discounts, multiplied by the proportion of that billing period remaining at the effective cancellation time. The calculation uses the actual start and end of your billing period, which need not coincide with a calendar month. The elapsed portion of the period is not refundable under this provision; cancellation does not entitle you to a refund of the entire month's fee. The same calculation applies to prepaid annual subscriptions. Applicable taxes will be adjusted as required by law.
For a downgrade, you may keep your current plan until the next renewal or request an immediate change. An immediate downgrade refunds the positive difference between the old and new platform fees for the unused portion of the current period, calculated on the same billing-period basis. A custom engagement may have separately negotiated cancellation or adjustment terms in its Order, subject to mandatory law.
Refunds under this section apply solely to the unused base platform fee. Purchased tokens or Usage Credits, including unused purchased balances, and charges for usage already consumed remain non-refundable, except where applicable law requires otherwise. Mandatory withdrawal, refund, and service-remedy rights remain unaffected. Trials and promotional allowances are subject to the terms disclosed when accepted.
Iacon will give advance notice of material price changes before they apply to a future renewal, as required by law or the Order. Changes to usage rates apply prospectively after the applicable notice; they do not reprice consumption already incurred.
Customer ownership and service permissions
You retain your rights in Inputs. As between you and Iacon, you own Outputs to the extent ownership rights exist under applicable law. Iacon assigns to you any assignable rights it has in those Outputs. This covers customer-created models, policies, reinforcement-learning environments, datasets, code, and other original assets produced through the Services.
This allocation does not transfer another party's intellectual property or make unprotectable material exclusive. Outputs may resemble outputs supplied to others. Your use or distribution must respect applicable third-party rights and licenses.
You authorize Iacon to process Customer Content only as needed to perform the requested Services, maintain the security records permitted by the Privacy Policy and applicable agreement, and comply with legal duties. This permission does not grant a general right to publish, commercialize, or train models on Customer Content. Retention after an engagement ends is limited by the same policy and legal obligations.
Iacon retains its underlying service technology and pre-existing software, methods, and documentation. Those retained rights do not extend to your Customer Content. An Order for bespoke work should identify its deliverables and any embedded pre-existing materials, together with the licenses necessary to use them. No transfer of Iacon's background technology is implied merely by providing access to a service.
Privacy and restricted retention
Iacon does not use Customer Content for model training or grant permission to sell it or use it for a third party's independent training or marketing. For a BYOK provider, any permissions you separately grant through your provider agreement or account settings are governed by that arrangement. They do not authorize Iacon to train on your content. Processing by providers engaged by Iacon to deliver the Services remains subject to Iacon's applicable privacy and contractual obligations.
The standard request-content retention period is up to 180 days from collection, followed by deletion, except for specific legally required preservation. Human access within Iacon to retained request content is limited to authorized security personnel for misuse investigations, security incidents, or legal compliance. The Privacy Policy provides the full scope and exceptions.
A paid sensitive-work retention opt-out requires a separate written arrangement, activation before covered use, and your own API keys with Iacon-recommended providers. BYOK alone does not turn off standard retention. The additional fee does not apply to the exercise of statutory privacy rights.
Where a data processing agreement is required for an engagement, it must be put in place for the relevant processing. These Terms are not a substitute for that agreement or for provider-specific transfer or retention requirements.
Confidentiality and publicity
Confidential information includes Customer Content and nonpublic information disclosed in connection with the Services that is identified as confidential or reasonably understood to be confidential. Each receiving party must use reasonable care to protect it and may use it only to perform the agreement or comply with applicable legal duties.
Information is not confidential to the extent the receiving party can establish that it was already lawfully known without restriction, became public without a breach, was lawfully received without a confidentiality duty, or was independently developed without using the disclosed information.
Access must be limited to people who need it for the permitted purpose and are bound by appropriate confidentiality duties. The receiving party remains responsible for compliance by people to whom it permits access. For Iacon's retained request-content records, the stricter security-team restriction above controls over this general provision.
A compelled disclosure must be limited to the information legally required. Where permitted, the receiving party will notify the disclosing party so it can seek protection. Confidentiality continues for retained records, including records subject to a legal hold.
Iacon requires separate permission to use your name, logo, or confidential work in a public case study or partnership listing. Use of Optimus alone does not grant that permission.
Optional commercialization through partnerships
You may separately authorize Iacon to help introduce customer-owned assets to potential buyers or partners. An introduction or listing does not transfer ownership to Iacon and does not guarantee a sale, acceptance, or return.
Before a listing is made, the parties must agree its scope, materials that may be disclosed, permitted marketing, buyer access, license terms, pricing, and any commissions or fees. Your authorization applies only to the material and activities specified. Iacon will not list private work solely because it was created through the Services.
Any resulting license, sale, or distribution arrangement requires its own applicable agreement. These Terms do not grant prospective buyers rights to your assets or authorize Iacon to bind you to a transaction.
Changes, suspension, and termination
Iacon may maintain and update the Services and supported integrations. An Order may establish support, availability, or feature commitments. Features designated experimental may change, but that designation does not override an express paid-service commitment or mandatory legal remedy.
Iacon may restrict access where reasonably necessary to address a material breach, nonpayment, a security threat, unlawful activity, or a binding legal requirement. Where circumstances permit, Iacon will explain the reason, provide an opportunity to resolve it, and limit the restriction to the affected service or activity. Urgent protective action may precede notice. Contact Iacon if you believe a restriction was imposed in error.
Either party may terminate an engagement for a material breach that remains unresolved after notice and a reasonable opportunity to remedy it, subject to any specific period in the Order. Immediate termination may be necessary where continued performance would be unlawful. Ordinary subscription cancellation follows the billing provisions above.
On termination, access to the affected Services ends and properly incurred charges remain payable. Ownership of your work does not change. Preserve or export material you need while access is available; this provision does not promise an export feature that the Services do not provide. Any retained records remain subject to the agreed retention and confidentiality restrictions.
Warranties and allocation of liability
Each party represents that it has authority to enter into and perform this agreement. Iacon remains responsible for the commitments it expressly makes and the obligations imposed by law. You remain responsible for having the permissions needed for your Inputs and authorized use.
Except for those commitments and non-excludable legal protections, the Services are provided as available, without a guarantee of uninterrupted access, error-free Outputs, or suitability for a particular application. Any exclusion of an implied warranty applies only to the extent permitted by law. No service description or disclaimer overrides an express commitment in an Order.
For a Customer contracting in a business capacity, and to the extent lawful, each party's aggregate liability arising from the affected Services is limited to the fees paid or payable to Iacon for those Services during the 12 months preceding the event giving rise to the claim. To the extent permitted by law, neither party is liable for indirect or consequential losses. These limits apply regardless of the legal basis of the claim, subject to the exceptions below.
The limits do not excuse unpaid contractual fees or restrict liability for fraud, deliberate misconduct, or any liability that cannot lawfully be excluded or limited. They do not diminish mandatory consumer remedies. An Order may expressly provide a different liability allocation, including for confidentiality, data protection, or third-party claims.
No separate obligation to defend or indemnify the other party against third-party claims is created by these Terms. Any such arrangement must be expressly agreed in writing; rights and liabilities imposed by law remain unaffected.
Disputes, notices, and general provisions
For a dispute, contact dev@iaconautonomics.com with sufficient detail for Iacon to investigate. Informal discussions do not prevent either party from seeking urgent relief, making a regulatory complaint, or meeting a legal filing deadline.
These Terms do not impose mandatory arbitration, waive class-action rights, or designate an exclusive court. Governing-law or venue provisions in an Order apply only to the extent lawful. Otherwise, applicable law determines the competent forum and governing rules.
Iacon may deliver service and contractual notices to the contact details associated with your account or Order, using additional methods where legally required. Keep those details current. Notices to Iacon should be sent to the email address above unless an Order specifies a different method.
Changes to these Terms will identify their effective date. Iacon will provide notice of material changes and obtain acceptance where required. An update does not retroactively change an agreed purchase or remove a right already accrued. Negotiated Orders may be changed only under their agreed amendment procedure.
These Terms and the applicable Order constitute the agreement concerning their subject matter. Neither party may transfer contractual obligations to another party without the other's consent unless applicable law or the Order permits it. A failure to enforce a provision is not a waiver of future enforcement. If a provision is unenforceable, the remaining provisions continue to the extent they can lawfully operate.
Provisions intended to operate after termination continue for their applicable duration, including ownership, accrued payment obligations, confidentiality, permitted retention, liability limitations, and dispute provisions.