These Commercial Terms of Service ("Terms") are an agreement between Bastani Inc. ("Bastani," "we," "our," or "us") and you, or the organization, company, or other legal entity that you represent ("Customer"). They govern Customer's use of Bastani's API keys and any other Bastani offerings that reference these Terms, together with all related tools, documentation, and services (the "Services").
These Terms are effective on the earlier of the date that Customer first electronically consents to a version of these Terms and the date that Customer first accesses the Services ("Effective Date").
IMPORTANT: You may not enter into these Terms on behalf of an organization unless you have the legal authority to bind that entity. Services under these Terms are not for consumer use. Our consumer offerings are governed by our Consumer Terms of Service.
1. Overview. Subject to these Terms, Bastani grants Customer a limited, non-exclusive, non-transferable, revocable right to use the Services, including to power products and services Customer makes available to its own customers and end users ("Users").
2. Third-Party Features. Customer may elect to use features, services, or other content made available by third parties through the Services ("Third-Party Features"). Customer acknowledges that Third-Party Features are not Services and Bastani is not responsible for them.
3. Feedback. If Customer provides Bastani with feedback regarding the Services, Bastani may use that feedback without restriction and without obligation to Customer.
4. Service Levels. Bastani will use commercially reasonable efforts to make the Services available in accordance with any service level agreement separately agreed between the parties. Absent such agreement, Bastani makes no guarantees regarding uptime or availability.
As between the parties and to the extent permitted by applicable law, Bastani agrees that Customer (a) retains all rights to its Inputs, and (b) owns its Outputs. Bastani disclaims any rights it receives to Customer Content under these Terms. Subject to Customer's compliance with these Terms, Bastani hereby assigns to Customer its right, title, and interest (if any) in and to Outputs.
"Inputs" means submissions to the Services by Customer or its Users. "Outputs" means responses generated by the Services in response to Inputs. Inputs and Outputs together are "Customer Content."
1. No Retention of Customer Content. Bastani does not store, log, or retain Customer Content (as defined in Section B). Inputs submitted through the Services are passed through to the applicable AI model provider and are not retained by Bastani. Bastani does not access, collect, or store the substance of Customer's or its Users' prompts, code, or other content.
2. Anonymous Usage Analytics. Bastani collects limited, anonymous usage data solely to improve the Services. This data is limited to which Atomic-provided commands and features are invoked, and does not include the content of any prompts, Inputs, Outputs, code, or other Customer Content. This anonymous data cannot be used to identify Customer or any individual User.
3. Security Measures. Bastani will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect any data it does process in connection with the Services.
4. Sub-processors. Bastani may use third-party service providers ("Sub-processors") to assist in providing the Services, including AI model providers that process Inputs to generate Outputs. Bastani is responsible for the acts and omissions of its Sub-processors to the same extent as if Bastani were performing the services directly. A current list of Sub-processors is available upon request.
5. Compliance. Each party will comply with all data privacy and data protection laws applicable to its role in connection with the Services. The parties will cooperate in good faith to enter into any additional data processing terms required by applicable law.
1. Compliance. Each party will comply with all laws applicable to the provision (for Bastani) and use (for Customer) of the Services, including any applicable data privacy laws.
2. Acceptable Use. Customer and its Users may only use the Services in compliance with these Terms and all applicable laws. Customer will not use the Services in any manner that is unlawful, harmful, fraudulent, or infringes the rights of any third party. Customer must cooperate with reasonable requests for information from Bastani to verify compliance with this Section D.
3. Limitations of Outputs; Notice to Users. It is Customer's responsibility to evaluate whether Outputs are appropriate for Customer's use case, including whether human review is appropriate, before using or sharing Outputs. Customer acknowledges, and must notify its Users, that factual assertions in Outputs should not be relied upon without independently checking their accuracy.
4. Use Restrictions. Customer may not and must not attempt to:
5. Service Account. Customer is responsible for all activity under its account and will promptly notify Bastani if Customer believes its account has been compromised or is subject to a malicious attack.
1. Confidential Information. The parties may share information that is identified as confidential, proprietary, or similar, or that a party would reasonably understand to be confidential ("Confidential Information"). Customer Content is Customer's Confidential Information.
2. Obligations. The receiving party ("Recipient") may only use Confidential Information of the disclosing party ("Discloser") to exercise its rights and perform its obligations under these Terms. Recipient may only share Discloser's Confidential Information with Recipient's employees, agents, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in these Terms. Recipient will protect Discloser's Confidential Information with no less than reasonable care.
3. Exclusions. Confidential Information excludes information that: (a) becomes publicly available through no fault of Recipient; (b) is obtained by Recipient from a third party without breach of that third party's confidentiality obligations; or (c) is independently developed by Recipient without use of Confidential Information. Recipient may disclose Confidential Information as required by law or court order, provided Recipient promptly notifies Discloser (except where prohibited) and cooperates to narrow the scope of disclosure.
4. Destruction. Recipient will destroy Discloser's Confidential Information promptly upon request, except where retained to comply with law or in automated backup systems, which remain subject to these confidentiality obligations.
Except as expressly stated in these Terms, these Terms do not grant either party any rights to the other's content or intellectual property, by implication or otherwise. Bastani retains all right, title, and interest in and to the Services, including all related intellectual property rights.
Bastani may use Customer's name and logo to publicly identify Customer as a customer of the Services, provided that Customer may opt out by written notice. Customer will consider in good faith any request by Bastani to participate in co-marketing activities.
1. Payment. Customer is responsible for fees incurred by its account at the rates made available by Bastani through the Services or as otherwise agreed between the parties. Bastani may require prepayment in the form of credits. Bastani may update its rates at any time, effective 30 days after notice to Customer through the Services or by other written notice.
2. Taxes. Fees do not include taxes, duties, or assessments unless otherwise specified. Customer is responsible for all applicable taxes. Where law provides for reduction or elimination of withholding taxes, the parties will collaborate in good faith. Customer must pay Bastani amounts that ensure Bastani receives the same total amount as if no withholding had been required.
3. Billing. Failure to pay all amounts owed when due may result in suspension or termination of Customer's access to the Services. Bastani reserves all other rights of collection.
1. Term. These Terms start on the Effective Date and continue until terminated (the "Term").
2. Termination for Convenience. Either party may terminate these Terms at any time with written notice, except Bastani must provide 30 days' prior notice.
3. Termination for Breach. Either party may terminate these Terms for the other party's material breach by providing 30 days' prior notice detailing the nature of the breach, unless cured within that time.
4. Termination for Legal Compliance. Bastani may terminate these Terms immediately with notice if Bastani reasonably determines that provision of the Services to Customer is prohibited by applicable law.
5. Suspension. Bastani may suspend Customer's access to any or all of the Services if: (a) there is a risk to or attack on the Services; (b) Customer or any User is using the Services in violation of these Terms; (c) provision of the Services is prohibited by law or would result in a material cost increase; or (d) any vendor suspends or terminates Bastani's use of required third-party services. Bastani will use reasonable efforts to provide written notice and to resume access as soon as reasonably possible.
6. Effect of Termination. Upon termination, Customer may no longer access the Services. The following provisions survive: Sections E (Confidentiality), G (Publicity), H (Fees), I (Term and Termination), J (Disputes), K (Indemnification), L (Warranties and Liability), and M (Miscellaneous).
1. Informal Resolution. In the event of a dispute arising from these Terms ("Dispute"), the parties will first attempt in good faith to resolve the matter informally. The party raising the Dispute must notify the other party. If not resolved within 45 days, either party may proceed to arbitration.
2. Arbitration. Any Dispute will be determined by final, binding arbitration by a sole arbitrator in Wilmington, Delaware, pursuant to the Comprehensive Arbitration Rules of JAMS, Inc. Judgment on any award may be entered in any court of competent jurisdiction. EACH PARTY AGREES THEY ARE WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED BY LAW.
3. Equitable Relief. This Section J does not limit either party from seeking equitable relief.
1. Claims Against Customer. Bastani will defend Customer and its personnel from and against any third-party claim alleging that Customer's authorized, paid use of the Services or Outputs generated through such use violates any third-party intellectual property right ("Customer Claim"), and will indemnify Customer for resulting damages awarded by a court or approved in settlement.
2. Claims Against Bastani. Customer will defend Bastani and its personnel from and against any third-party claim related to Customer's or its Users' (a) Inputs or other data provided by Customer, or (b) use of the Services in violation of these Terms ("Bastani Claim"), and will indemnify Bastani for resulting damages.
3. Exclusions. Neither party's indemnification obligations apply to the extent the underlying allegation arises from the indemnified party's fraud, willful misconduct, violations of law, or breach of these Terms. Additionally, Bastani's obligations do not apply to claims arising from: (a) Customer's modifications to the Services or Outputs; (b) combination of the Services with technology not provided by Bastani; (c) Inputs or data provided by Customer; (d) use the Customer knows or should know violates others' rights; (e) practice of a patented invention in an Output; or (f) alleged trademark violation based on Output use in commerce.
4. Process. The indemnified party must promptly notify the indemnifying party and reasonably cooperate in defense. The indemnifying party retains control of the defense, except the indemnified party may reject any settlement requiring admission of wrongdoing.
5. Sole Remedy. Indemnification is each party's sole and exclusive remedy for third-party claims covered under this Section K.
1. Warranties. Each party represents that (a) it is authorized to enter into these Terms; and (b) entering into and performing these Terms will not violate any of its corporate rules. Customer further warrants that it has all rights and permissions required to submit Inputs.
2. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. BASTANI EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. BASTANI DOES NOT WARRANT THAT THE SERVICES OR OUTPUTS ARE ACCURATE, COMPLETE, OR ERROR-FREE.
3. LIMITS ON LIABILITY. (a) Except as stated in Section L.3(b), the liability of each party for any damages arising from these Terms (i) excludes consequential, incidental, special, indirect, or exemplary damages, including lost profits, and (ii) is limited to fees paid by Customer in the previous 12 months. (b) The limitations of liability do not apply to obligations under Section K (Indemnification). (c) THESE LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN TORT INCLUDING NEGLIGENCE, REGARDLESS OF THE FORM OF ACTION, AND EVEN IF THE BREACHING PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
1. Notices. All notices under these Terms must be in writing. Notices to Bastani must be sent to stealthbastani@gmail.com. Notices to Customer may be delivered electronically to the email address on file.
2. Amendment. Bastani may update these Terms at any time, effective 30 days after posting or notice. Changes will not apply retroactively. No other amendment is effective unless in writing and signed by both parties.
3. Assignment. Neither party may assign its rights under these Terms without the other's prior written consent, except that Bastani may assign to an affiliate or as part of a sale of substantially all its business.
4. Severability. If any provision is invalid, illegal, or unenforceable, such invalidity will not affect the remaining provisions. The parties will negotiate in good faith to modify the provision to reflect original intent.
5. Governing Law. These Terms are governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law provision.
6. Venue. Any suits not resolved via arbitration will be instituted exclusively in the state or federal courts located in Wilmington, Delaware, and each party submits to their exclusive jurisdiction.
7. Export Controls. Customer may not export or provide access to the Services to persons, entities, or countries where prohibited under U.S. or applicable international law.
8. Integration. These Terms constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, understandings, and communications on the subject matter.
9. Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
10. Electronic Communications. Customer agrees to receive electronic communications from Bastani related to these Terms and the Services.
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