Terms of service

1. Agreement

These Terms of service (the “Terms”) are an agreement between Continual, Inc. (“Continual,” “we,” “us,” or “our”) and the company or other organization using the Service (“Customer” or “you”). They govern your access to Continual's websites, software, applications, APIs, command-line tools, and related services (the “Service”).

By creating an account, clicking to accept, or using the Service, you agree to these Terms and the Acceptable use policy. If you accept these Terms for an organization, you represent that you have authority to bind it. You must be at least 18 years old, and the Service may be used only for business purposes.

Our Data processing addendum applies when Continual processes Customer Personal Data on Customer's behalf. A signed order form, statement of work, or other written agreement with Continual may add to or replace parts of these Terms. If documents conflict, the signed document controls for its subject matter, followed by the Data processing addendum for its subject matter, these Terms, and then the published documentation. Terms in a Customer purchase order do not apply unless Continual expressly agrees to them in writing.

2. The Service

Access and authorized users

During your subscription, Continual grants Customer a limited, non-exclusive, non-transferable right to access and use the Service in accordance with these Terms, your plan, and the documentation. Customer may allow its employees, contractors, and other authorized users to use its workspace and is responsible for their use of the Service.

You must provide accurate account information, keep credentials secure, and promptly tell us about suspected unauthorized access. You are responsible for activity under your accounts unless caused by Continual's breach of these Terms.

Customer's workspace administrators act on Customer's behalf and may access, export, manage, suspend, or delete authorized-user accounts, settings, connections, and Customer content. Customer is responsible for appointing and removing administrators and for their actions.

Changes, previews, and support

We may improve or change the Service over time. We will not materially reduce the core functionality of a paid Service during a current paid term without reasonable notice. Preview, beta, and experimental features may change or be discontinued at any time and may be subject to additional terms. Unless an order form expressly says otherwise, preview, beta, and experimental features are provided as-is and are excluded from service-level commitments, support commitments, warranties, and Continual's indemnification obligations. Support and service levels for generally available features are those stated in your plan or order form.

Customer systems and connected services

The Service can connect to third-party accounts, applications, model providers, cloud platforms, data sources, and other systems selected by Customer (“Customer systems”). When you enable a connection or direct an agent to use it, you authorize Continual to access, use, and exchange data with that Customer system as needed to carry out your instructions.

You are responsible for obtaining the necessary accounts, permissions, notices, and consents and for complying with the third-party provider's terms. Continual is not responsible for a Customer system, its availability, or changes made by its provider. Separate third-party fees may apply.

Platform-managed providers

Continual may use third-party providers as part of the Service, including infrastructure, authentication, model, integration, analytics, and billing providers. Continual is responsible for these providers as stated in these Terms and the Data processing addendum, but the Service may be affected by their availability, limits, model behavior, or changes. We may replace a provider or change routing when reasonably needed to operate, secure, or improve the Service.

Customer applications and hosted domains

Customer may build, publish, or operate applications and other services using the Service (“Customer applications”). Customer, not Continual, is responsible for Customer applications, their end users, content, functionality, legal compliance, support, and required terms, notices, consents, and privacy disclosures. Customer will not represent that Continual sponsors, endorses, or operates a Customer application unless we agree in writing.

A hostname or subdomain that Continual provides remains Continual property and is licensed to Customer only while we make it available for an authorized Customer application. We may suspend or reassign a Continual-provided hostname when reasonably necessary to address abuse, infringement, security risk, inactivity, service changes, or operational needs. Customer owns or controls its custom domains and is responsible for registration, renewal, DNS, and rights to use them. We may disable access to a Customer application or domain when reasonably necessary to protect the Service, third parties, or Continual, or to enforce these Terms or the Acceptable use policy.

3. Use restrictions

Customer and its authorized users must comply with applicable law and the Acceptable use policy. Unless applicable law prohibits the restriction, you may not:

• reverse engineer, copy, modify, or create derivative works of the Service, except for Customer content and outputs that belong to Customer;
• resell, rent, sublicense, or provide the Service as a standalone service to a third party;
• bypass security, usage, or access controls or gain unauthorized access to the Service or related systems;
• interfere with the Service, introduce malicious code, or use the Service in a way that creates unreasonable risk or load; or
• remove proprietary notices or misrepresent the source of an output.

Unless Continual has agreed otherwise in writing, do not submit payment-card data subject to PCI DSS or protected health information regulated by HIPAA. Continual is not a HIPAA business associate unless the parties have signed a business associate agreement.

4. Customer data and intellectual property

Customer content

“Customer content” means data, files, code, instructions, credentials, records, and other material submitted to or accessed by the Service on Customer's behalf. As between the parties, Customer owns Customer content. Customer grants Continual a limited right to host, copy, transmit, display, and otherwise process Customer content only as needed to provide, secure, support, and maintain the Service; comply with law; and carry out Customer's instructions.

Customer represents that it has all rights and permissions needed for Customer content and its use with the Service. Customer is responsible for the accuracy, legality, and appropriateness of Customer content and for configuring access to its Customer systems.

AI model training

Continual does not use Customer content to train, retrain, fine-tune, or otherwise develop generalized artificial intelligence or machine-learning models, and does not permit its platform-managed model providers to do so. We may use Customer content for model improvement only if Customer's workspace administrator expressly opts in to a separately described program. Customer-selected model providers process Customer content under Customer's agreement with them, including their data-use terms and settings.

Outputs

As between the parties and to the extent permitted by law, Customer owns outputs generated for Customer by the Service. Outputs may not be unique, and other users may receive similar results. Rights in third-party material and open-source software remain subject to their applicable terms and licenses.

Continual technology

Continual and its licensors own the Service, software, documentation, designs, models, workflows, and underlying technology, including improvements and derivatives. No rights are granted except as expressly stated in these Terms.

Service data and feedback

Continual may collect operational, security, billing, usage, and performance data about the Service (“Service data”). Service data may include feature and tool usage, model and provider identifiers, token and resource quantities, timing, latency, retries, success or failure states, and sanitized error codes. We may use Service data and aggregated or de-identified information that does not reasonably identify Customer or an individual or reveal Customer content to operate, secure, troubleshoot, evaluate, and improve the Service, including its system prompts, model routing, tool selection, retrieval, orchestration, guardrails, and runtime behavior.

Service data does not include the contents of Customer content. Continual does not use raw prompts, responses, files, code, connected-system records, tool inputs or outputs, or error payloads containing Customer content for generalized product improvement except when needed to provide support requested by Customer or when Customer expressly opts in.

If you give us feedback about the Service, you grant us a perpetual, worldwide, royalty-free right to use it without restriction or compensation, but we will not identify Customer as its source without permission. Feedback does not include Customer content.

5. AI systems and automated actions

The Service may use third-party AI models and may generate code, analysis, recommendations, or other outputs. AI outputs can be incomplete, inaccurate, or unsuitable for a particular use. Customer is responsible for reviewing outputs and for deciding when and how to use or deploy them.

Customer controls which tools, connections, permissions, and review steps it makes available. Customer is responsible for appropriate human oversight, testing, and safeguards, especially for actions that affect people's rights, safety, access to essential services, or other high-impact decisions.

6. Plans, billing, and credits

Plans and renewal

Plan features, credit commitments, prices, and billing periods are shown when you subscribe or in an order form. Paid plans renew for the same billing period unless canceled or changed before renewal. Monthly plans are charged monthly. Annual plans are charged once per year and include the annual quantity of committed credits at the start of the annual period.

How credits work

Credits are units that Customer can apply to metered use of models, tools, compute, database, storage, network, and other resources. One credit is denominated as one U.S. dollar of rated usage. The number of credits deducted depends on the resource, quantity consumed, and the usage rating applied when the use occurs. Customer can view aggregate rated usage and its remaining credit balance in the Service.

Credits are not currency, stored value, or a deposit. They cannot be transferred between customers, exchanged for cash, or used outside the Service. Monthly plan credits expire two months after issuance. Annual plan credits expire one month after the annual subscription period in which they are issued. Credits purchased as a top-up expire 12 months after purchase. Promotional and complimentary credits expire when shown in the Service or when they are granted. Cancellation or renewal does not extend a credit's stated expiration date.

Expired or forfeited credits are removed from the balance and are not refunded, restored, or carried forward. Credits with the earliest expiration date are consumed first. Credits are consumed based on the resources used, even if an output is inaccurate, incomplete, or must be regenerated, unless the charge resulted from a clear metering error by Continual.

Additional credits and automatic top-up

Eligible paid plans may purchase additional credits. If Customer enables automatic top-up, Customer authorizes Continual and its payment providers to charge the saved payment method when the balance reaches the selected threshold and to restore the balance to the selected target. The price and resulting credit amount are shown before Customer enables or changes the setting. Automatic top-up may be disabled after a failed payment or a scheduled downgrade.

Payment, taxes, and refunds

Fees are charged in U.S. dollars through our payment providers or as stated on an invoice. Customer authorizes recurring charges for its selected plan and any enabled automatic top-ups. Customer is responsible for applicable taxes other than taxes on Continual's income. Overdue undisputed amounts may accrue interest at 1.5% per month or the maximum lawful rate, whichever is lower, plus reasonable collection costs.

Except where required by law or expressly stated in an order form, Customer's payment obligations for the current subscription period are non-cancelable, and all fees and credit purchases are non-refundable. Cancellation, termination, expiration, non-use, or a change to Customer's needs does not entitle Customer to a refund, credit, or extension.

Continual's usage, credit-balance, invoice, and payment records are authoritative unless they contain a clear error. Customer must notify us of a billing dispute within 30 days after the applicable charge or invoice and must pay all undisputed amounts when due.

Plan changes and rates

A downgrade to Free takes effect at the end of the current paid period. Other plan changes take effect as shown in the Service. We may change plan prices or usage rates prospectively. For recurring plan prices, we will give at least 30 days' notice before the change applies to a renewal. We will disclose material usage-rate changes in the Service or documentation before they take effect. If a credit balance is exhausted or payment fails, we may pause new work or limit the Service until credits or payment are available.

7. Privacy, security, and confidentiality

Our Privacy policy explains how Continual handles personal information when it acts for its own purposes. When Continual processes personal information in Customer content on Customer's behalf, Customer is the controller or business and Continual is the processor or service provider. Our Data processing addendum applies to that processing. A signed copy is available by contacting legal@continual.ai.

Continual will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer content. No system is completely secure, and Customer is responsible for configuring its workspace, permissions, connections, and backups appropriately.

Each party may receive non-public business, technical, or financial information from the other (“Confidential information”). The receiving party will use it only to perform or exercise rights under these Terms, protect it with reasonable care, and disclose it only to people and service providers who need it and are bound by confidentiality obligations. These duties do not apply to information that is public through no fault of the receiving party, already known without restriction, rightfully received from another source, or independently developed. A party may disclose information when legally required after giving notice where permitted.

8. Term, suspension, and termination

These Terms begin when Customer first accepts them or uses the Service and continue until terminated. Customer may stop using the Free plan at any time. Customer may cancel a paid plan through the Service or by contacting us; cancellation takes effect at the end of the current paid period unless an order form says otherwise.

Either party may terminate for a material breach that is not cured within 30 days after notice, or within 10 days for nonpayment. Continual may suspend access immediately when reasonably necessary to prevent harm, address a security risk, comply with law, respond to fraud or payment failure, or enforce these Terms or the Acceptable use policy. When practical, we will give notice and an opportunity to resolve the issue.

Unless a signed order form expressly states otherwise, Continual may terminate any subscription, order, the Service, or these Terms for convenience on 30 days' notice. We may also discontinue or modify all or part of the Service on reasonable advance notice when practicable.

After termination, Customer must stop using the affected Service and pay outstanding fees. All remaining credits expire and all amounts already paid remain non-refundable except where required by law or a signed order form. Unless prohibited by law or needed for security, Continual will make Customer content available for export for 30 days, after which it may be deleted. Sections that by their nature should survive will survive, including payment, ownership, confidentiality, disclaimers, indemnities, liability limits, and dispute terms.

9. Warranties and disclaimers

Continual warrants that a paid Service will materially conform to its published documentation during the paid term. If Customer reports a breach, Continual will use commercially reasonable efforts to correct it. If Continual cannot do so, Customer may terminate the affected Service as its exclusive remedy.

Except for that limited warranty and to the fullest extent permitted by law, the Service, previews, outputs, and third-party materials are provided “as is” and “as available.” Continual disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement. Continual does not warrant that the Service will be uninterrupted or error-free or that outputs will be accurate or suitable for Customer's use.

10. Indemnification

Continual will defend Customer against a third-party claim that the paid Service, when used as permitted, infringes a United States patent or copyright, and will pay damages finally awarded or agreed in a settlement. Continual has no obligation for claims caused by Customer content, Customer systems, modifications not made by Continual, combinations not supplied by Continual, or use contrary to these Terms. Continual may modify or replace the affected Service, obtain a license, or terminate the affected Service.

Customer will defend Continual and its affiliates against third-party claims arising from Customer content, Customer systems, or Customer's material violation of these Terms, the Acceptable use policy, or law, and will pay damages finally awarded or agreed in a settlement.

The party seeking indemnification must promptly notify the other, provide reasonable cooperation, and allow the indemnifying party to control the defense and settlement. A settlement may not admit fault or impose non-monetary obligations on the indemnified party without its written consent.

11. Limitation of liability

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenues, goodwill, or data, even if advised that they are possible.

Except for Customer's payment obligations, breach of Sections 3 or 4, or indemnification obligations, each party's total liability arising out of these Terms will not exceed the fees paid or payable by Customer for the Service during the 12 months before the event giving rise to the claim. Continual's total liability for a breach of its confidentiality, security, or data-protection obligations will not exceed two times that amount. These caps are not cumulative. The exclusions and caps do not apply where prohibited by law or to fraud, willful misconduct, or gross negligence.

12. General

Customer may not assign, delegate, or transfer these Terms, by operation of law or otherwise, without Continual's written consent. Continual may assign, delegate, or transfer these Terms, in whole or in part, without Customer's consent, including to an affiliate or in connection with a financing, merger, reorganization, change of control, or sale of all or part of its business or assets. A change of control of Continual does not by itself terminate these Terms. The parties are independent contractors. These Terms do not create third-party beneficiary rights.

Neither party is liable for delay or failure caused by events beyond its reasonable control. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will continue. A waiver must be in writing. These Terms and applicable signed agreements are the entire agreement about the Service.

You must comply with applicable export-control and sanctions laws and may not use or export the Service in violation of them. The Service is commercial computer software and documentation under applicable U.S. government procurement rules.

Notices and changes

We may give notice through the Service or by email to the address on your account. Legal notices to Continual must be sent to legal@continual.ai or by certified mail to Continual, Inc., 95 3rd St, San Francisco, CA 94103, Attn: Legal. We may update these Terms from time to time. If a change materially affects your rights, we will provide reasonable advance notice at least 30 days before it takes effect, unless a shorter period is reasonably necessary for legal, security, or abuse-prevention reasons. Changes apply prospectively from the stated effective date.

Governing law and disputes

California law governs these Terms without regard to conflict-of-law rules. Before filing a claim, each party will give notice and try in good faith to resolve the dispute informally.

Any unresolved dispute will be decided by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules by one arbitrator, in English, in San Francisco County, California or by video conference. The Federal Arbitration Act governs this provision. Either party may bring an individual claim in small-claims court or seek emergency injunctive relief for actual or threatened misuse of intellectual property, confidential information, or systems. Each party waives a jury trial and participation in a class or representative action to the extent permitted by law.