Legal
By accessing, registering for, or using any portion of the Onlywhales AI platform, API, SDKs, documentation, or related services (collectively, the "Services"), you ("Customer," "you," or "your") agree to be bound by these Terms of Service ("Terms") and all policies incorporated herein by reference, including our Privacy Policy and Acceptable Use Policy.
If you are accessing the Services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. In that case, "you" and "your" refer to that entity.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES. YOUR CONTINUED USE OF THE SERVICES AFTER ANY MODIFICATION TO THESE TERMS CONSTITUTES YOUR ACCEPTANCE OF SUCH MODIFICATION.
Onlywhales AI provides a B2B API platform enabling Customers to build, integrate, and deploy AI-powered companion and conversational experiences within their own products and applications. Our Services include:
The Services are provided on a software-as-a-service basis. We reserve the right to modify, suspend, or discontinue any feature or component of the Services upon reasonable notice, except where emergency security action requires immediate action.
You must be at least 18 years of age and legally capable of entering into binding contracts to use the Services. The Services are intended solely for business or professional use. If you are using the Services to build consumer-facing products, you represent that your product complies with all applicable laws in the jurisdictions where it operates.
You are responsible for maintaining the confidentiality of your API keys and account credentials. You must promptly notify us at contact@onlywhales.ai of any unauthorized access. You are liable for all activities conducted through your account, including those of your employees, contractors, and agents.
You agree to provide accurate, current, and complete registration information and to keep it updated. We may suspend accounts where we have reason to believe registration information is false or misleading.
Subject to these Terms and timely payment of applicable fees, Onlywhales AI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the API solely to develop and operate your applications in accordance with the Documentation.
Your API access is subject to rate limits and usage quotas as specified in your subscription plan. You agree not to circumvent, disable, or otherwise interfere with rate-limiting mechanisms. Sustained traffic that significantly exceeds agreed-upon limits may result in throttling or temporary suspension.
You may not share, sell, transfer, or sublicense your API keys to third parties. Each API key is tied to a single organizational account. You are responsible for rotating keys if compromise is suspected.
You may not:
You must not use the Services, directly or indirectly, to:
If your application enables or may enable any romantic, intimate, or adult-oriented AI companion interactions, you are solely responsible for implementing robust age verification and/or age-gating mechanisms that satisfy the legal requirements in each jurisdiction where your application operates. You represent and warrant to us that no End Users under the age of 18 will access such features.
You must clearly disclose to your End Users that they are interacting with an AI system, not a human being, prior to or at the commencement of any AI companion session. Failure to disclose the AI nature of interactions may constitute a violation of consumer protection laws in many jurisdictions.
You are solely responsible for all Inputs submitted to the API through your applications. You represent and warrant that your Inputs do not violate these Terms, applicable law, or the rights of any third party.
AI-generated Outputs may be inaccurate, incomplete, offensive, or inappropriate. You acknowledge that AI models are probabilistic in nature and that Output quality cannot be guaranteed. You must implement appropriate review, filtering, and safeguard mechanisms before presenting Outputs to End Users in any high-stakes context.
We reserve the right, but not the obligation, to monitor, review, and remove Inputs or Outputs that violate these Terms. We may implement automated content filters and may adjust or restrict model behavior without prior notice in response to safety incidents or regulatory requirements.
You must implement and maintain content moderation appropriate to your application's use case and audience. You are required to provide End Users with a mechanism to report harmful or inappropriate AI behavior, and must investigate and act on reports of harmful content in a timely manner.
Outputs from the API do not constitute medical, legal, financial, psychological, or other professional advice. You must not deploy the API as a substitute for licensed professional services in regulated domains without appropriate disclaimers, and you assume full liability for any such deployment.
All right, title, and interest in and to the Services, API, models, underlying technology, trademarks, and Documentation remain exclusively with Onlywhales AI and its licensors. No rights are granted to you other than the limited license expressly set forth herein.
As between you and Onlywhales AI, you retain all right, title, and interest in your Customer Data and your pre-existing intellectual property. You grant us a limited, worldwide, royalty-free license to process Customer Data solely to provide and improve the Services under these Terms.
Subject to your compliance with these Terms and applicable law, Outputs generated by the API in response to your Inputs are assigned to you. You are responsible for ensuring that your use of Outputs complies with all applicable laws, including intellectual property laws. Onlywhales AI makes no warranty that Outputs are original, non-infringing, or eligible for copyright protection.
If you provide suggestions, feedback, or ideas regarding the Services ("Feedback"), you grant us an irrevocable, worldwide, royalty-free license to use, incorporate, and commercialize such Feedback without any obligation to you.
Our collection and use of data is governed by our Privacy Policy, which is incorporated into these Terms by reference.
To the extent that you submit Customer Data containing personal data of your End Users to the API, the parties agree that you act as a data controller and Onlywhales AI acts as a data processor. A Data Processing Agreement ("DPA") is available upon request at contact@onlywhales.ai and, when executed, is incorporated into these Terms.
Customers subject to the GDPR are required to execute a DPA with Onlywhales AI before transmitting personal data of EU/EEA data subjects through the API.
You agree to transmit only the minimum amount of personal data necessary for the functionality of your application. You must not transmit special categories of personal data (as defined under GDPR Article 9) or government-issued identification numbers through the API without prior written authorization from Onlywhales AI.
By default, Onlywhales AI does not use Customer Data submitted through the API to train its general-purpose models without your explicit consent. Anonymized, aggregated usage metrics may be used for service improvement. Enterprise customers may opt out of all data retention; contact contact@onlywhales.ai.
We implement industry-standard technical and organizational security measures. In the event of a data breach affecting your Customer Data, we will notify you without undue delay and no later than 72 hours after becoming aware.
Fees are as set out in your subscription plan or as agreed in an Order Form. All fees are in United States Dollars (USD) unless otherwise specified and are exclusive of applicable taxes.
Usage-based fees are billed monthly in arrears. Subscription fees are billed in advance for the applicable period. You authorize us to charge your designated payment method on each billing date.
Invoices not paid within 30 days of the due date are subject to interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. We may suspend API access upon 7 days' written notice for invoices more than 30 days overdue.
You are responsible for all applicable taxes, levies, duties, or withholdings. We will charge sales tax where legally required.
All fees are non-refundable except as required by applicable law or as expressly stated in your subscription plan.
Each party may have access to confidential information of the other party ("Confidential Information"). Each party agrees to: (a) use Confidential Information solely for the purposes of these Terms; (b) protect it with at least the same degree of care used for its own confidential information, but no less than reasonable care; and (c) not disclose it to third parties without prior written consent.
Obligations of confidentiality do not apply to information that: (i) becomes publicly known through no breach of these Terms; (ii) was independently developed by the receiving party; (iii) was lawfully received from a third party without restriction; or (iv) must be disclosed under applicable law or court order, provided prompt notice is given.
THE SERVICES AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ONLYWHALES AI EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
We do not warrant that: (a) the Services will be uninterrupted or error-free; (b) any Outputs will be accurate or suitable for your intended use; (c) the Services will meet your specific requirements.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ONLYWHALES AI OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR AGGREGATE LIABILITY TO YOU ARISING FROM OR RELATED TO THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE FEES PAID OR PAYABLE BY YOU IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED US DOLLARS (USD $100).
You agree to defend, indemnify, and hold harmless Onlywhales AI and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
These Terms commence on the date you first access the Services and continue until terminated.
Either party may terminate these Terms for any reason upon 30 days' written notice. You may cancel your account at any time through the developer dashboard.
We may terminate your account immediately, without notice, if: (a) you materially breach these Terms and fail to cure within 7 days of written notice; (b) you violate our Acceptable Use Policy; (c) your use poses an immediate security risk or legal liability; or (d) we are required to do so by law.
Upon termination: (a) all licenses granted to you immediately cease; (b) you must cease all use of the API; (c) all outstanding fees become immediately due; (d) we will delete or return Customer Data per our data retention policy.
Sections 8, 9, 11, 12, 13, 14, 16, 17, and 18 survive termination.
These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Before initiating any formal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of 30 days after written notice of the dispute.
If informal resolution fails, any dispute arising from or relating to these Terms shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in English, in Wilmington, Delaware. The arbitrator's decision shall be final and binding.
YOU AND ONLYWHALES AI AGREE THAT EACH PARTY MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.
Either party may seek emergency injunctive or equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement of intellectual property or confidential information rights.
These Terms, together with the Privacy Policy, any executed Order Forms, and any executed DPA, constitute the entire agreement between the parties regarding the Services.
We may update these Terms from time to time. Material changes will be notified via email at least 30 days in advance.
If any provision is found unenforceable, it shall be modified to the minimum extent necessary, and the remainder shall remain in full force.
Failure to enforce any provision shall not constitute a waiver of future enforcement.
You may not assign these Terms without our prior written consent. We may assign in connection with a merger, acquisition, or asset sale. Any purported assignment in violation of this section is void.
Neither party shall be liable for delays or failures in performance resulting from causes beyond that party's reasonable control.
You agree to comply with all applicable export control and sanctions laws. You represent that you are not located in any country subject to comprehensive U.S. Government sanctions.
Legal inquiriescontact@onlywhales.ai
Security reportscontact@onlywhales.ai
Enterprise & DPAcontact@onlywhales.ai
Mailing addressWilmington, Delaware, USA