ModelGenius Terms of Service

Last Updated: July 17, 2026

These Terms of Service (these “Terms”) are a binding agreement between ClassGenius, Inc., a Delaware corporation, acting through its ModelGenius offering (“ModelGenius,” the “Company,” “we,” “us,” or “our”), and the entity or organization you represent (“Customer,” “you,” or “your”). These Terms govern access to and use of the ModelGenius websites, including modelgenius.ai (the “Site”), and the ModelGenius model discovery and validation platform, applications, APIs, software components, documentation, and related services (collectively, the “Service”).

PLEASE READ THESE TERMS CAREFULLY. BY CLICKING TO ACCEPT THESE TERMS, EXECUTING AN ORDER FORM THAT REFERENCES THEM, REQUESTING ACCESS TO THE SERVICE, OR ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICE.

THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 17), DISCLAIMERS OF WARRANTIES (SECTION 13), AND LIMITATIONS OF LIABILITY (SECTION 14) THAT AFFECT YOUR LEGAL RIGHTS.

The Service is offered by ClassGenius, Inc. ModelGenius is a separate offering from the ClassGenius educator products available at classgenius.ai, which are governed by their own terms of service and privacy policy. These Terms apply only to ModelGenius.

1. Eligibility; Business Use Only

1.1 The Service is a business-to-business offering intended solely for use by organizations and their authorized personnel. You may use the Service only if you are at least 18 years of age and are using the Service on behalf of an organization in the course of business. The Service is not intended for personal, family, or household use, and is not directed to children.

1.2 The individual accepting these Terms represents and warrants that they have the authority to bind the Customer organization on whose behalf they act, and “you” and “Customer” refer to that organization. If you do not have such authority, you must not accept these Terms or use the Service.

1.3 Two ways of contracting. Customers may purchase the Service (a) on a self-serve basis, by creating an account, accepting these Terms, and providing a payment method (“Self-Serve”), in which case these Terms alone govern; or (b) under a separately executed agreement with the Company, such as a master services agreement, enterprise agreement, or negotiated order form (an “Enterprise Agreement”). If Customer and the Company have executed an Enterprise Agreement, that agreement controls to the extent it conflicts with these Terms, and these Terms apply to any matters it does not address.

2. The Service

2.1 ModelGenius is a model discovery and validation platform. The Service enables Customer to submit or connect samples of its large-language-model (“LLM”) traffic, whether generated by Customer's products or by Customer's internal workflows, agents, and tools (“traces”), validates prompts against alternative AI models, and generates related analyses, reports, and recommendations, together with related features and interfaces described in our documentation. Features vary by plan and may evolve as described in Section 2.3.

2.2 The Service interoperates with third-party AI model providers and routing services (collectively, “Model Providers”), as described in Section 7. The Service may also include software components and artifacts that Customer deploys in its own environment, such as the ModelGenius SDK and generated remediation artifacts, which are licensed to Customer under Section 9.3.

2.3 We may modify, improve, or discontinue features of the Service from time to time. We will not materially reduce the core functionality of the Service purchased under an active paid subscription during its then-current subscription term, except where required for security, legal compliance, or by a Model Provider's requirements.

3. Accounts and Access

3.1 To use the Service, Customer must register for an account and provide accurate, current, and complete information, and keep it up to date. Customer is responsible for all activities that occur under its account and for maintaining the confidentiality of its credentials. Customer will notify us promptly at support@classgenius.ai of any unauthorized use of its account or credentials.

3.2 Customer may permit its employees and contractors to access the Service under Customer's account, subject to any seat or usage limits of Customer's plan (“Authorized Users”). Customer is responsible for its Authorized Users' compliance with these Terms.

3.3 Access to the Service may be subject to our approval, including during early-access programs. We may accept or decline access requests in our discretion.

4. Early Access; Beta Features

4.1 We may offer access to the Service or particular features on an early-access, pilot, preview, or beta basis (including the “First Wave” program) (“Early Access Features”). Early Access Features are provided for evaluation, may contain errors, may be modified or discontinued at any time, and may be subject to additional terms presented at enrollment. Any preferential pricing or terms offered as part of an early-access program apply only as stated in the applicable offer or order form.

4.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY, EARLY ACCESS FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OR SERVICE COMMITMENTS OF ANY KIND, AND OUR AGGREGATE LIABILITY ARISING OUT OF EARLY ACCESS FEATURES WILL NOT EXCEED US\$100.

5. Customer Content

5.1 “Customer Content” means data, materials, and information that Customer or its Authorized Users submit to the Service, including traces, prompts, model responses and completions contained in or generated from Customer traffic, files, configurations, and inputs to conversational features of the Service. Customer Content does not include account registration, billing, or other administrative information relating to Customer's account, or Usage Data (Section 5.4).

5.2 As between the parties, Customer retains all right, title, and interest in and to Customer Content. Customer grants the Company a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, de-identify, display, and otherwise use Customer Content, and to disclose it to Model Providers and subprocessors, in each case solely (a) to provide, secure, and support the Service; (b) to create de-identified Usage Data as described in Section 5.4; (c) as otherwise instructed or authorized by Customer; and (d) as required by law.

5.3 We will not use Customer Content to train any foundation or general-purpose AI model, and we will not permit any Model Provider to do so, unless Customer expressly opts in.

5.4 The Service creates de-identified categorizations of Customer prompts (“Input Categorizations”) and stores request-level metadata such as token counts, latency, and model identity (“Request Metadata”). Input Categorizations and Request Metadata are designed not to include or reveal the content of Customer prompts or responses. As between the parties, the Company owns Input Categorizations, Request Metadata, and other de-identified or aggregated data and usage metrics derived from the provision, use, and performance of the Service that do not identify Customer, its Authorized Users, or any individual (collectively, “Usage Data”), and Usage Data is not Customer's Confidential Information. The Company may retain and use Usage Data to provide, maintain, and improve the Service, to power its validation and reporting infrastructure, and for benchmarking, analytics, and its business operations.

5.5 Customer is solely responsible for Customer Content and for the means by which it was acquired. Customer represents and warrants that: (a) it has all rights, consents, and permissions necessary to submit Customer Content to the Service and to grant the licenses in this Section 5, including with respect to any personal data of Customer's end users, employees, contractors, and other personnel contained in traces; (b) it has provided all notices and obtained all consents and, where applicable, completed all consultations or approvals required by applicable law for the Company and Model Providers to process Customer Content as described in these Terms and the ModelGenius Privacy Policy, including any requirements under laws governing the processing or monitoring of employee or workforce data (such as employee-representative or works-council requirements); and (c) Customer Content and its use with the Service will not violate applicable law or any third-party right.

5.6 Sensitive and regulated data. Unless expressly agreed in a signed writing, Customer will not submit to the Service: (a) personal data of children under 18 (or the age of majority in the relevant jurisdiction) known to Customer to be contained in the data; (b) protected health information subject to HIPAA; (c) payment card data subject to PCI DSS; (d) government-issued identification numbers, biometric identifiers, or precise geolocation of individuals; or (e) any data subject to heightened regulatory regimes (such as ITAR or export-controlled technical data). If Customer operates in a regulated sector and wishes to submit such data, Customer should contact us so the parties can put appropriate terms in place (for example, a business associate agreement or other addendum) before submission. Traces from coding, engineering, and other internal workflows may contain passwords, access credentials, API keys, or similar secrets; Customer will use commercially reasonable efforts to redact or exclude such secrets from traces before upload, and will promptly rotate or revoke any credential it becomes aware was submitted to the Service. Customer is encouraged to redact or de-identify all other sensitive fields from traces before upload.

6. Customer Responsibilities; Acceptable Use

6.1 Customer will not, and will not permit anyone to: (a) use the Service other than for Customer's internal business purposes; (b) sell, resell, sublicense, or provide the Service to third parties as a service bureau or managed offering; (c) reverse engineer, decompile, or attempt to derive the source code, models, algorithms, or non-public techniques of the Service, except to the extent such restriction is prohibited by law; (d) circumvent usage limits, access controls, metering, or security features; (e) use the Service to develop a competing product or service; (f) publicly disclose benchmark or performance results of the Service without our prior written consent; (g) submit malicious code or use the Service to transmit it; (h) use the Service in violation of applicable law, including data protection, intellectual property, and export laws; or (i) use the Service to attempt to extract, misuse, or attack any Model Provider's systems or to violate a Model Provider's applicable usage policies.

6.2 Customer acknowledges that its use of the Service routes Customer Content to Model Providers as described in Section 7.1, and Customer will not submit Customer Content or use the Service in a manner that violates the usage policies and terms published by the applicable Model Providers, including as identified in our documentation.

7. Model Providers and Third-Party Services

7.1 Provider roles; routing and approval. The Service uses Model Providers in two ways. (a) Service operation. To operate the Service — including ingesting and analyzing traces, categorizing prompts, and constructing validation plans, rubrics, and estimates — the Service processes Customer Content using the providers identified in our documentation for those functions, subject to the data-handling requirements described in this Section 7, including the restriction on training in Section 5.3. (b) Validation routing. Customer controls which candidate models and host providers are in scope for its validations, and the Service will not send Customer prompts to a Model Provider for candidate-model validation that Customer has not approved through the Service's provider controls.

7.2 Provider data handling. Model Providers are subject to data-handling requirements under our agreements with them, including the restriction on training described in Section 5.3. Connection methods and each Model Provider's retention posture may vary and may change as the provider landscape evolves; the Service's current routing practices, provider options, and retention postures are described in our documentation. Where a Model Provider's data-handling posture differs materially from the Service's default described in the documentation, the Service will apply it only with Customer's opt-in through the Service's provider controls.

7.3 Independent providers. Model Providers are independent third parties. We do not control, and are not responsible for, Model Provider outputs, availability, pricing, or data-handling practices, except as expressly stated in these Terms. Model outputs generated during validation are machine-generated and may be inaccurate; they are provided for evaluation within the Service.

7.4 Usage costs. Charges for tokens and other Model Provider usage consumed on Customer's behalf, whether in operating the Service for Customer (Section 7.1(a)) or in performing validations (Section 7.1(b)), are billed to Customer as described in Section 8.

7.5 Availability of models. Model Providers may add, remove, modify, reprice, deprecate, or restrict access to models at any time, and the Service may add or remove Model Providers and models accordingly. Models are made available on an “as available” basis. The Company is not liable for the acts, omissions, outputs, unavailability, degradation, suspension, or data-handling practices of any Model Provider, or for the removal or modification of any model, except as expressly stated in these Terms.

8. Fees and Payment

8.1 Fees. Customer will pay the fees for the Service as set forth on the Site, in the Service, or in an applicable order form (“Fees”). Fees may include recurring, usage-based, and other charges, as so presented. Where the Service provides a cost estimate before a validation run, the estimate is a good-faith estimate and usage-based charges are based on actual consumption.

8.2 Billing. Unless otherwise stated in an order form: recurring Fees are billed in advance and usage-based Fees in arrears based on consumption, in each case automatically to the payment method on file, which Customer authorizes us to charge; Customer is responsible for keeping its payment information current. For customers under an Enterprise Agreement: Fees are invoiced as set forth in the applicable order form, and invoiced amounts are due within thirty (30) days of the invoice date unless the order form states otherwise.

8.3 Renewal and cancellation. Subscriptions and recurring plans renew automatically for successive terms equal to the then-current term unless either party gives notice of non-renewal before the renewal date, or Customer cancels through the Service. Fees are non-cancelable and, except as expressly stated in these Terms or required by law, non-refundable; any refunds are at our discretion and may be issued as credits against future fees.

8.4 Fee disputes. Customer must notify us of any good-faith fee dispute within thirty (30) days of the date of the applicable charge or invoice, after which the charge is deemed accepted. The parties will work in good faith to resolve disputes promptly, and Customer may not withhold undisputed amounts.

8.5 Taxes. Fees are exclusive of taxes, levies, and duties, and Customer is responsible for all such amounts (excluding taxes on our net income).

8.6 Overdue amounts. Undisputed amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and we may suspend the Service for non-payment after notice.

8.7 Price changes. We may change fees effective upon Customer's next renewal term, with at least thirty (30) days' prior notice.

9. Intellectual Property

9.1 Our IP. The Service, including all software, models, validation methodologies, statistical techniques, reports templates, interfaces, documentation, and all improvements and derivatives, and all intellectual property rights therein, are and remain the exclusive property of the Company and its licensors. Except for the express rights granted in these Terms, no rights are granted, whether by implication, estoppel, or otherwise.

9.2 Reports and results. Subject to payment of applicable Fees, Customer may use the reports, recommendations, and validation results generated for Customer through the Service (“Results”) solely for Customer's internal business purposes, meaning evaluating, selecting, configuring, and monitoring AI models for use in Customer's own products, systems, and operations, and related internal analysis and decision-making. Customer will not (a) publish or otherwise publicly disclose Results; (b) distribute, resell, or provide Results to any third party, except (i) to Customer's professional advisors and contractors who are bound by confidentiality obligations and acting for Customer's internal purposes, and (ii) by implementing routing policies or other configurations reflected in the Results in third-party gateways, routers, orchestration tools, or similar services used by Customer to operate its own products, systems, and workflows, solely to the extent necessary for those services to execute such policies or configurations on Customer's behalf, and provided such third parties obtain no other rights in the Results; or (c) use Results to develop, train, improve, or market a product or service that competes with the Service. Results do not include, and Customer obtains no rights in, our underlying methodologies, benchmarks, or software.

9.3 Deployed components and deliverables. (a) SDK. The ModelGenius SDK (distributed as the modelgenius-sdk package), including its snapshot-capture and validation components, is made available under the open-source license accompanying it (currently Apache-2.0), which governs its use. Third-party dependencies installed by Customer's package manager are licensed by their respective authors; a current license inventory is published in the SDK repository. (b) Reports. Report files delivered through the Service are Results and are governed by Section 9.2. (c) Remediation artifacts and routing policies. For code artifacts and machine-readable routing policies or configuration files the Service generates for deployment in Customer's systems (such as output-shim modules and validated routing policies), the Company grants Customer a perpetual, non-exclusive, non-transferable, royalty-free license to use, reproduce, deploy, and modify such artifacts solely for Customer's internal business purposes, including by loading them into third-party gateways, routers, or similar services that execute them on Customer's behalf. Deployed components, Results, and artifacts are provided subject to Section 13 (Warranties and Disclaimers).

9.4 Feedback. We may invite Customer and its Authorized Users to provide input about the Service, including through surveys, interviews, calls, and early-access programs, and Customer may provide input on its own initiative. Customer grants the Company a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, sublicensable license to use and exploit for any purpose all suggestions, ideas, feedback, and other input regarding the Service provided by Customer or its Authorized Users, however provided (“Feedback”), without restriction, attribution, or compensation. Feedback is not Customer's Confidential Information, provided that we will not identify Customer as the source of Feedback in public materials without permission, and this Section does not grant us any rights in Customer Content.

10. Confidentiality

10.1 “Confidential Information” means non-public information disclosed by one party to the other in connection with the Service that is designated confidential or that reasonably should be understood to be confidential, including Customer Content and Results (Customer's Confidential Information) and non-public Service features, pricing, security information, and documentation (our Confidential Information). Confidential Information does not include Feedback (Section 9.4), or information that is or becomes public through no fault of the recipient, was lawfully known to the recipient without restriction before disclosure, is independently developed without use of the discloser's information, or is rightfully received from a third party without confidentiality obligations.

10.2 Each party will use the other's Confidential Information only to exercise its rights and perform its obligations under these Terms, will protect it with at least reasonable care, and will not disclose it except to employees, contractors, subprocessors, and advisors who need to know it and are bound by obligations at least as protective. A party may disclose Confidential Information to the extent required by law or legal process, with reasonable advance notice to the other party where legally permitted.

10.3 Each party acknowledges that breach of this Section 10, or of the Company's intellectual property rights, may cause irreparable harm for which monetary damages are an inadequate remedy, and the non-breaching party is entitled to seek injunctive or other equitable relief in addition to any other remedies, without the requirement of posting a bond.

11. Privacy and Security

11.1 Our collection and use of personal data in connection with the Service is described in the ModelGenius Privacy Policy, available at https://modelgenius.ai/privacy, which is incorporated into these Terms by reference.

11.2 We will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Content against unauthorized access, disclosure, alteration, and destruction, including encryption of Customer Content in transit and at rest. Our current security practices are described in our security documentation. We will notify Customer without undue delay after becoming aware of a confirmed breach of security leading to unauthorized access to Customer Content, to the extent required by applicable law.

11.3 If Customer's traces contain personal data for which Customer is a controller (or equivalent) under applicable data protection law, the parties will, where required, execute our standard data processing addendum, available on request, which will form part of these Terms.

12. No Professional Advice; Customer Decisions

12.1 The Service produces statistical analyses, estimates, and recommendations to inform Customer's model-selection decisions. Estimated savings are estimates only. Recommendations, savings figures, and “safe to switch” or similar designations are informational, are based on the traffic samples and configurations Customer provides, and are not a guarantee of future performance, quality, cost, or savings. Customer is solely responsible for its decisions to switch, deploy, or configure models in its own products and systems, including testing appropriate to its own use case and compliance with its own legal and contractual obligations.

13. Warranties and Disclaimers

13.1 Each party represents and warrants that it has the legal power to enter into these Terms.

13.2 EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, THE SITE, ALL RESULTS, AND ALL RELATED SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND NON-INTERRUPTION, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE OR ANY RESULTS WILL BE ERROR-FREE, THAT ANY ESTIMATED SAVINGS WILL BE ACHIEVED, OR THAT ANY MODEL PROVIDER OUTPUT WILL BE ACCURATE OR SUITABLE FOR CUSTOMER'S PURPOSES.

14. Limitation of Liability

14.1 EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, GOODWILL, OR DATA (OTHER THAN A PARTY'S OBLIGATION TO PAY FEES OWED), ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO THE COMPANY FOR THE SERVICE IN THE SIX (6) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US\$100).

14.3 EXCEPTIONS. THE LIMITATIONS IN THIS SECTION 14 DO NOT APPLY TO: (A) CUSTOMER'S PAYMENT OBLIGATIONS; (B) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15; (C) A PARTY'S BREACH OF SECTION 10 (CONFIDENTIALITY); OR (D) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT.

14.4 ALLOCATION OF RISK. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS IN SECTIONS 13 AND 14 ALLOCATE THE RISKS BETWEEN THE PARTIES, ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN, ARE REFLECTED IN THE FEES, AND WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15. Indemnification

15.1 By Customer. Customer will defend, indemnify, and hold harmless the Company and its officers, directors, employees, and agents from and against any third-party claim, and resulting liabilities, damages, costs, and reasonable attorneys' fees, arising out of (a) Customer Content, including any claim that Customer lacked the rights or consents required under Section 5.5; (b) Customer's use of the Service in violation of these Terms or applicable law; or (c) Customer's products, services, or model-deployment decisions.

15.2 By the Company. The Company will defend Customer against any third-party claim alleging that the Service, as provided by the Company and used in accordance with these Terms, infringes a United States patent, copyright, or trademark, or misappropriates a trade secret, and will indemnify Customer for damages and reasonable attorneys' fees finally awarded on, or agreed in settlement of, such claim. This obligation does not apply to the extent a claim arises from Customer Content, Model Provider outputs or services, combination of the Service with items not provided by the Company, or use in violation of these Terms. If the Service is subject to a claim of infringement, we may procure the right for Customer to continue using it, modify or replace it to be non-infringing, or terminate the affected Service and refund prepaid, unused fees. THIS SECTION 15.2 STATES THE COMPANY'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS.

15.3 Procedure. The indemnified party will give prompt notice of the claim, reasonable cooperation, and sole control of the defense and settlement to the indemnifying party (provided any settlement that imposes obligations on the indemnified party other than payment requires its consent).

16. Term; Suspension; Termination

16.1 Term. These Terms apply from the date Customer first accepts them and continue while Customer has an active account or subscription.

16.2 Suspension. We may suspend Customer's or an Authorized User's access to all or part of the Service if we reasonably determine that (a) there is a security threat or attack on the Service; (b) Customer's use disrupts or poses a risk to the Service, other customers, or any third party, or exposes the Company to liability; (c) Customer is using the Service for fraudulent or illegal activity or in material breach of these Terms; or (d) Customer is in default of payment obligations. We will use commercially reasonable efforts to give notice and to limit the suspension to the affected portion of the Service. Customer acknowledges that Customer Content associated with an account that is ninety (90) or more days delinquent may be irretrievably deleted.

16.3 Termination. Either party may terminate these Terms (a) for the other party's material breach not cured within thirty (30) days of notice, or (b) if the other party becomes subject to insolvency, bankruptcy, or similar proceedings. Customer may terminate by canceling its subscription or plan and deleting its account, effective at the end of the then-current billing term.

16.4 Effect. Upon termination or expiration, Customer's access rights end and outstanding fees become due. Upon deletion of Customer's account, we will delete Customer Content and account data as described in the ModelGenius Privacy Policy and our documentation, except that we may retain de-identified Input Categorizations and Request Metadata under Section 5.4 and records we are required or permitted to keep for legal, billing, audit, security, and dispute-resolution purposes. Customer's licenses to use Results (Section 9.2) and remediation artifacts (Section 9.3(c)) for its internal business purposes survive termination. Sections that by their nature should survive (including Sections 5.4, 8, 9, 10, 12, 13, 14, 15, 16.4, 17, and 18) survive.

17. Governing Law; Dispute Resolution; Class Action Waiver

17.1 Governing law. These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws principles, and the Federal Arbitration Act governs Section 17.2.

17.2 Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved informally will be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules, by a single arbitrator, seated in Austin, Texas (or conducted remotely by agreement), in English. Judgment on the award may be entered in any court of competent jurisdiction. Either party may bring an action in court solely for injunctive relief to protect its intellectual property or Confidential Information, and either party may bring a qualifying claim in small-claims court.

17.3 Class action waiver. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims or preside over any form of representative proceeding.

17.4 Informal resolution first. Before initiating arbitration, the initiating party will send the other party written notice describing the nature and basis of the dispute and the specific relief sought, and the parties will attempt in good faith to resolve the dispute within thirty (30) days of the notice.

17.5 Time limit on claims. To the extent permitted by applicable law, any claim arising out of or relating to these Terms or the Service must be brought within one (1) year after the claim accrues, or it is permanently barred.

17.6 Enterprise Agreements. If Customer and the Company have executed an Enterprise Agreement that specifies a different governing law or dispute-resolution forum, that agreement governs.

18. General

18.1 Changes to these Terms. We may update these Terms from time to time by posting the updated version on the Site with a revised “Last Updated” date. Updated Terms apply to new customers upon posting. For existing customers, non-material updates take effect upon posting, and material updates take effect on the earlier of Customer's next subscription renewal or thirty (30) days after we provide notice (for example, by email to the account owner or in-Service notice). If Customer does not agree to a material update, Customer's exclusive remedy is to stop using the Service and cancel before the update takes effect, in which case we will refund any prepaid fees for the period after cancellation. Continued use of the Service after an update takes effect constitutes acceptance, and we may also require acceptance of updated Terms within the Service as a condition of continued use. No update applies to a dispute for which formal proceedings were initiated before the update took effect. For customers under an Enterprise Agreement, changes to negotiated terms require a signed amendment.

18.2 Publicity. Neither party may use the other's name or logo publicly without consent, except that we may identify Customer by name and logo as a customer in our marketing materials unless Customer opts out by written notice.

18.3 Notices. Notices to the Company must be sent to ClassGenius, Inc., Attn: Legal — ModelGenius, PO Box 160163, Austin, TX 78716, with a copy to support@classgenius.ai. Notices to Customer may be provided to the email address associated with its account, and are deemed given when sent.

18.4 Assignment. Customer may not assign these Terms without our prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, with notice to us. We may assign these Terms in connection with a corporate transaction. Any prohibited assignment is void.

18.5 Export and sanctions. Customer will comply with applicable export control and sanctions laws and represents that it is not located in an embargoed jurisdiction or on any restricted-party list.

18.6 U.S. Government use. The Service is commercial computer software; government users acquire only the rights granted to all customers under these Terms, consistent with FAR 12.212 and DFARS 227.7202.

18.7 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations.

18.8 Relationship; no third-party beneficiaries. The parties are independent contractors. These Terms do not create any third-party beneficiary rights.

18.9 Severability; waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in effect. A waiver must be in writing and applies only to the specific instance.

18.10 Entire agreement; order of precedence. These Terms, together with any order forms, the ModelGenius Privacy Policy, and any addenda executed by the parties, are the entire agreement regarding the Service and supersede prior or contemporaneous agreements on that subject. In case of conflict: (1) an executed order form or addendum; (2) these Terms; (3) documentation. Terms in a Customer purchase order or vendor form are void.

18.11 No reliance. Our documentation, data-handling explainers, security pages, marketing materials, and other descriptions of the Service are provided for information, describe the Service as it currently operates, and may be updated as the Service evolves. They do not create warranties, representations, or contractual commitments, which are made only in these Terms, the ModelGenius Privacy Policy, and any Enterprise Agreement or executed addendum.

19. Contact

Questions about these Terms may be sent to support@classgenius.ai or ClassGenius, Inc., Attn: ModelGenius Legal, PO Box 160163, Austin, TX 78716.