Terms of Service

This Agreement is a legally binding agreement between you and NinjaTech AI, Inc. (“NinjaTech” or “we” or “us”). By clicking or tapping any button, box, or other icon marked “I Accept,” “I Agree,” or “OK” (or any similar term) in connection with this Agreement, or by otherwise accessing and using the Services (as defined below), you acknowledge and agree to this Agreement, and you further confirm that you are of legal age where you live and that you have the legal capacity to enter into this Agreement.

This Agreement governs your access to and use of all services provided by NinjaTech in connection with NinjaTech’s online platform, made available at the website and associated domains of https://www.ninjatech.ai or via other websites or means as we may determine from time to time (the “Services”). This Agreement hereby incorporates by reference any additional terms and conditions posted by NinjaTech in connection with the Services or otherwise made available to you by NinjaTech.

We may change, modify or supplement this Agreement from time to time at our sole discretion by notifying you of such changes by any reasonable means, including by posting a revised Agreement through or in connection with the Services. No such changes will apply to any dispute between you and us arising before the date on which we posted the revised Agreement incorporating such changes or otherwise notified you of such changes. However, any changes to the dispute resolution provisions set out in Section 22 will not apply to any disputes for which the parties have actual notice before the date the change will be effective.

You may use the Services only for lawful purposes and in accordance with this Agreement and NinjaTech’s Acceptable Use Policy (“Acceptable Use Policy”), the current version and any updated versions of which is available at https://www.ninjatech.ai/legal/acceptable-use-policy and is hereby incorporated by reference. You acknowledge that we may (a) revise the Acceptable Use Policy in our sole discretion, from time to time, and (b) notify you of any such revision by any reasonable means, including by posting such revised Acceptable Use Policy through or in connection with the Services or our website. You acknowledge and agree that the Services may be subject to limits on the amount of your use (e.g., rate limits) that correspond to the tier of service obtained by you.

Except as expressly authorized by NinjaTech in writing, you may not embed, distribute, sublicense, sell, lease, or otherwise make available any portion of the Services or any portion of the Services designed to be incorporated into, embedded within, or distributed as part of a product or service offered by you (“Embedded Technology”). Any authorization to embed Embedded Technology is limited solely to products or services approved in writing by NinjaTech for the embedding or distribution of Embedded Technology (“Approved Products”) and does not permit standalone access to, or independent use of, the Services or Embedded Technology. If NinjaTech authorizes you to embed Embedded Technology into an Approved Product, you may permit end users of your Approved Products (“End Users”) to use such Embedded Technology solely as integrated into the Approved Product and solely for the intended functionality of that Approved Product and subject to any third-party terms and conditions applicable to the Embedded Technology. You shall not: (a) make Embedded Technology available outside of an Approved Product; (b) enable End Users to extract, access, or use Embedded Technology independently of the Approved Product; or (c) grant End Users any rights in Embedded Technology other than the limited right to use it as part of the Approved Product.

If you distribute, make available, or otherwise offer any Approved Product to any third party, you shall ensure that each such third party is bound by enforceable written terms that are at least as protective of NinjaTech and its licensors and suppliers as this Agreement, including terms that: (a) restrict use of the Services, Embedded Technology, and Third-Party Materials to at least the same extent as this Agreement; (b) impose obligations substantially similar to the Acceptable Use Policy; (c) disclaim warranties and limit liability for the benefit of NinjaTech and its licensors and suppliers to at least the same extent as set forth in this Agreement; (d) include indemnification obligations that protect NinjaTech and its licensors and suppliers from claims arising out of the Approved Product; (e) require compliance with all applicable third-party license terms relating to Embedded Technology and Third-Party Materials; and (f) include dispute resolution, governing law, and miscellaneous provisions that are at least as protective of NinjaTech and its licensors and suppliers as those set forth in this Agreement.

Any fees (whether on a subscription basis or otherwise) for your access to or use of the Services (collectively, “Fees”) are as communicated to you by us from time to time (except that if we have a separate written agreement setting forth any Fees, such agreement will control). We reserve the right to modify, change, supplement or add to Fees from time to time. We will provide you with notice of any such modifications, changes, supplements or additions through the Services, e-mail or other reasonable means, and your continued use of the Services indicates your acceptance of such modifications, changes, supplements or additions to Fees. We reserve the right to require payment in advance.

You are responsible for any taxes associated with Fees. You must agree to our payment method and must pay all Fees and applicable taxes within the time period as specified in writing by us on the applicable invoice.

We may use third-party payment processors to process your payment of Fees. The processing of such payments will be subject to the terms, conditions and privacy policies of the applicable third-party payment processor, in addition to this Agreement.

You may need to register to use all or part of the Services and provide requested information, including by way of example your first and last name, email address, and such other information as specified in the documentation associated with the Services. We may reject, or require that you change, any username, password or other information that you provide to us in registering. Your username and password are for your personal use only and should be kept confidential. You, and not NinjaTech, are responsible for any use or misuse of your username or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your username or password, or your Services account. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION AVAILABLE THROUGH OR IN CONNECTION WITH THE SERVICES, YOU DO SO AT YOUR OWN RISK.

Subject to any notifications required under Applicable Law, if you purchase access to a feature or function within the Services on a subscription basis (or, if you start a free trial for such a subscription if made available to you), your subscription will renew automatically (at the end of the free trial period, if applicable) at the tier, price, and frequency stated when you made the purchase or began the free trial, if applicable, in each case unless NinjaTech otherwise notifies you in writing. NinjaTech may set the pricing for the feature or function in its sole discretion. NinjaTech may change or otherwise modify such pricing at any time, effective upon fourteen (14) days’ prior notice. You may cancel your subscription to do so. If you cancel, you will continue to have access to your subscription through the end of any applicable free trial period or otherwise through the end of the subscription period.

NinjaTech may indicate that the Services as a whole, or with regard to a particular release or feature, are classified by NinjaTech as “beta,” “limited availability,” “invite only,” “pre-release” or other similar designation (each referred to as “Beta”). In this Agreement, the portion of the Services that are subject to a Beta classification are called “Beta Services.” Beta Services are offered at no charge, unless otherwise communicated to you by NinjaTech in writing.

You may make available certain prompts, images, materials, files and other content through or in connection with the Services (individually and collectively, an “Input”), and receive images, materials, files and other content generated and returned from the Services based on the Input, or generate other information relating to your usage of the Services (individually and collectively, the “Output”). “Content” means, collectively, the: (a) Input, and (b) Output (exclusive of Third Party Materials). 

As between you and NinjaTech, you retain any ownership rights you have in your Input. Except for all rights in and to the Services (including rights in and to the data models, model weights, embeddings, algorithms and other technology associated with the Services), we do not claim ownership rights to the Output.

You hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit the Content, in any format or media now known or hereafter developed, and for any purpose, together with all intellectual property rights and other proprietary rights in or pertaining to such Content to operate, maintain, support, secure, develop and improve the Services and our other products and services and to sublicense or otherwise authorize third party licensors and service providers to exercise any or all of the foregoing rights and licenses to the extent our agreements with such third parties grant them such rights. However, (i) rights to Input and Output are only granted if they are submitted or generated when “Training” is toggled on within your administrative settings for your Services account, and (ii) exercise of the foregoing license of Input and Output that consists of your Personal Data (as defined in the Privacy Policy) will comply with our Privacy Policy. Learn more about how we protect your privacy at https://www.ninjatech.ai/privacy. If your “Training” toggle is on and you or someone with access to your account later toggles it off, Input and Output added after the date the toggle was turned off will not be used. Your “Training” toggle will be on by default and you will have the option to turn the toggle off at any time.

Due to the nature of the Services, Output may not be unique and other users may receive similar Output from the Services.

YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM THE SERVICES IS AT YOUR SOLE RISK. YOU ARE RESPONSIBLE FOR EVALUATING ANY OUTPUT FOR ACCURACY AND APPROPRIATENESS FOR YOUR USE CASE, INCLUDING BY EMPLOYING HUMAN REVIEW OF OUTPUT WHEN APPROPRIATE, AND YOU SHOULD NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE OR FOR SENSITIVE, HIGH-RISK, OR MISSION-CRITICAL TASKS OR DECISIONS. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES (INCLUDING BETA SERVICES) MAY PROVIDE OUTPUT THAT MAY BE INCOMPLETE, INCORRECT OR OFFENSIVE, OR THAT DOES NOT REPRESENT NINJATECH’S VIEWS. YOU MUST NOT USE ANY OUTPUT RELATING TO A PERSON FOR ANY PURPOSE THAT COULD HAVE A LEGAL OR MATERIAL IMPACT ON THAT PERSON, SUCH AS MAKING MEDICAL, LEGAL, EMPLOYMENT, HOUSING, INSURANCE, CREDIT, EDUCATIONAL OR OTHER IMPORTANT DECISIONS ABOUT THEM. The Services may include filters, safety features, attribution requirements, or other restrictions that you are responsible for complying with. Please take care to review for these options and restrictions when using the Services.

Certain Services may enable the creation, deployment or operation of software that takes action based on your instructions on an autonomous or semi-autonomous basis (“Agentic AI”). You acknowledge and agree that you are solely responsible for configuring, monitoring and supervising any Agentic AI deployed through or in connection with the Services, including any actions taken or decisions made by such agents. NinjaTech does not control and disclaims responsibility for Agentic AI behavior or outcomes.

If you provide to us any ideas, proposals or suggestions (or other materials including but not limited to suggestions for improvements or modifications to our products or services, or ideas for new products or services) (“Feedback”), whether related to the Services or otherwise, you hereby irrevocably and perpetually grant to NinjaTech a non-exclusive, worldwide, sublicensable (through multiple tiers) license to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Feedback for any purpose whatsoever, together with all intellectual property rights and other proprietary rights in or pertaining to such Feedback. You hereby waive any moral rights you may have in any such Feedback, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is unsolicited and without restriction and does not place NinjaTech under any fiduciary or other obligation.

Certain Services functionality may make available access to information, products, services and other materials made available by third parties (“Third Party Materials”) or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials.

We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by NinjaTech with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Services at any time. In addition, the availability of any Third Party Materials through the Services does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.

EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY APPLICABLE LAW: (A) THE SERVICES (INCLUDING BETA SERVICES) AND ANY PRODUCTS AND THIRD PARTY MATERIALS ARE MADE AVAILABLE TO YOU ON AN “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY; AND (B) NINJATECH DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES (INCLUDING BETA SERVICES) AND ANY PRODUCTS AND THIRD PARTY MATERIALS, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH NINJATECH AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. 

WHILE WE TRY TO MAINTAIN THE TIMELINESS, INTEGRITY AND SECURITY OF THE SERVICES, WE DO NOT GUARANTEE THAT THE SERVICES (INCLUDING BETA SERVICES) ARE OR WILL REMAIN UPDATED, COMPLETE, CORRECT OR SECURE, OR THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED. YOU ACKNOWLEDGE THAT THE SERVICES (INCLUDING BETA SERVICES) OR THE OUTPUT MAY INCLUDE BUGS, INACCURACIES, ERRORS AND MATERIALS THAT VIOLATE OR CONFLICT WITH THIS AGREEMENT. 

This Agreement is effective until terminated. NinjaTech may terminate or suspend your use of the Services at any time and without prior notice, for any or no reason, including if NinjaTech believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the Services will immediately cease, and NinjaTech may, without liability to you or any third party, immediately deactivate or delete your username, password and account, and all associated materials, without any obligation to provide any further access to such materials. Upon termination:

• Your right to access and use the Services will cease immediately;

• You will pay all Fees accrued prior to the date of termination (for partial months or partial performance, applicable Fees will be prorated); and

• You must promptly destroy (or, at NinjaTech’s written instruction, return) all Confidential Information; except that you may retain any Confidential Information to the extent, and only for so long as, you are required to do so under Applicable Law or by your retention policies, provided that you will continue to treat it as Confidential Information under this Agreement.

The terms of this Agreement are governed by the laws of the United States (including federal arbitration law) and the State of California, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND NINJATECH, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT NINJATECH AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. SUCH DISPUTES INCLUDE, WITHOUT LIMITATION, DISPUTES ARISING OUT OF OR RELATING TO INTERPRETATION OR APPLICATION OF THIS ARBITRATION PROVISION, INCLUDING THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THE ARBITRATION PROVISION OR ANY PORTION OF THE ARBITRATION PROVISION. ALL SUCH MATTERS SHALL BE DECIDED BY AN ARBITRATOR AND NOT BY A COURT OR JUDGE.

YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Services infringe your copyright, you (or your agent) may send to NinjaTech a written notice by mail or e-mail, requesting that NinjaTech remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to NinjaTech a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to NinjaTech as follows: By mail to NinjaTech AI, 4410 El Camino Real, Suite 100, Los Altos, CA 94022; or by e-mail to legal@ninjatech.ai.

NinjaTech may make available software (including machine images), data, text, audio, video, or images (“NinjaTech Offerings”) through a marketplace made available by NinjaTech (the “NinjaTech Marketplace”). Neither you nor any End User may, or may attempt to, (a) modify, alter or create derivative works of any NinjaTech Offerings, (b) reverse engineer, disassemble or decompile the NinjaTech Offerings, (c) resell or sublicense the NinjaTech Offerings, or (d) tamper with or circumvent any controls related to or make unauthorized copies of the NinjaTech Offerings.

We may stop providing NinjaTech Marketplace (or any NinjaTech Offerings, features of or listings within the NinjaTech Marketplace), without prior notice to you. In addition, we may disable or remove NinjaTech Offerings you have purchased on the NinjaTech Marketplace with reasonable notice if the NinjaTech Offering is discontinued or with or without notice if we reasonably determine that the NinjaTech Offering may violate Applicable Law.

If you are a buyer on NinjaTech Marketplace, you are responsible for applicable sales tax.

NinjaTech is not liable for inaccuracies or incomplete information in invoices resulting from your errors or your noncompliance with Applicable Law. Access to the Services and NinjaTech Marketplace requires an active subscription. Each subscription includes a defined allocation of usage capacity (“Credits”), that may be applied toward use of the Services and NinjaTech Offerings. If you exhaust the Credits included with your subscription, you may purchase additional Credits, subject to the pricing and terms made available through the Services. Credits have no cash value and are non-transferable except as expressly permitted by NinjaTech. NinjaTech may charge Credits or Fees on an ongoing basis for AI usage, infrastructure consumption or other resource usage associated with a deployed NinjaTech Offering as such usage continues. You acknowledge and agree that: (a) usage-based charges may accrue automatically based on actual consumption; (b) charges may continue to accrue until the deployed NinjaTech Offering is disabled, terminated or removed from your account; and (c) NinjaTech may modify usage rates, Credit pricing, charging metrics or the value or consumption rate of a Credit upon notice in accordance with this Agreement. Credits expire at the end of the applicable subscription term or, if purchased separately, after the period specified at the time of purchase, unless otherwise stated through the Services. Unused Credits are forfeited upon expiration and are not refundable.