Projectsim API Terms of Service
These Terms form an agreement between Kaedim Inc. (Kaedim) and the business accepting them (Customer) for the Projectsim API and related services (Services).
1Scope and definitions
- 1.1
An accepted online purchase, including the subscription details displayed at checkout, or a signed order (Order) specifies the purchased services and commercial terms. By accepting these Terms at checkout and completing the purchase, Customer agrees to that Order and these Terms. These Terms and Orders form the Agreement. An Order prevails over conflicting Terms; an agreed data processing agreement prevails for personal-data processing. Technical documentation cannot change fees, ownership or data-use rights. Any existing nondisclosure agreement continues unless expressly amended in writing. The person accepting these Terms or signing an Order represents that they have authority to bind Customer.
- 1.2
Inputs are content Customer or its users submit to the Services. Outputs are the generated 3D assets specified in the Order and made available to Customer through the API, including the textures, geometry, physical-property data, annotations and metadata supplied as part of those assets. Outputs exclude Inputs and Kaedim’s underlying software, models and generation technology. Inputs and Outputs together are Customer Content.
- 1.3
Customer may use the Services and documentation for its business purposes, including integrating the API into its applications for end users. Customer is responsible for its users’ compliance, securing its credentials and promptly reporting unauthorized access. Customer must not sell API credentials, share them outside its authorized users or resell standalone access to the Services without Kaedim’s written agreement.
2Acceptable use and AI limitations
- 2.1
Customer must comply with applicable law, including export controls. Customer must have the rights and permissions needed to submit Inputs and grant the rights in Section 4. Customer must not infringe others’ rights, introduce malicious code, interfere with the Services, evade payment or usage limits, access others’ data, or reverse engineer protected service technology except where permitted by law.
- 2.2
Customer may use paid Outputs for robotics simulation and to train or evaluate models for robotic perception, planning and control. Customer must not use the Services, Outputs or datasets derived from Outputs to train, fine-tune, distil or improve AI models whose primary purpose is generating images, video or 3D assets. Customer must not knowingly assist others in those prohibited uses and must pass on this training restriction when distributing Outputs or datasets derived from them.
- 2.3
AI-generated content may be inaccurate, incomplete or similar to content generated for others. Customer must assess Outputs for its intended use. Simulation results and generated physical properties are estimates unless an Order expressly states a measured specification. The Services do not certify real-world safety; Customer is responsible for testing, safeguards and regulatory compliance before deploying robots or other physical systems. Customer must not use the API as a safety-critical control system.
3Content and intellectual property
- 3.1
Customer retains its rights in Inputs. Upon payment of the fees due for the relevant Outputs, Kaedim assigns to Customer its intellectual-property rights, if any, in newly generated Outputs, excluding the materials covered by Section 3.2 and subject to the rights granted to Kaedim in Section 4. Customer may use, modify and distribute paid Outputs commercially, subject to Sections 2 and 3.2. Outputs may not be unique or legally protectable; no rights in other customers’ content are granted.
- 3.2
Kaedim retains its software, models, generators, pre-existing and independently developed assets and data, and improvements to them, subject to Customer’s rights and the restrictions in Sections 4 and 5. Under its rights in pre-existing material included in paid Outputs, Kaedim grants Customer a perpetual, worldwide, non-exclusive, royalty-free license to use, modify, distribute and sublicense that material solely as part of those Outputs and their derivatives.
4Data retention and use
- 4.1
Customer authorizes Kaedim to host, copy and process Customer Content to provide, operate, support and secure the Services and comply with law. Kaedim may use service providers for these purposes and for the uses authorized by Section 4.2, subject to Section 5.
- 4.2
Subject to Sections 4.3 and 4.4, Customer grants Kaedim a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicensable license to retain, reproduce, modify, combine, distribute and use Outputs and the data generated by Kaedim in producing them, including variations, annotations and metadata. Kaedim may use that content to develop and improve products and services, train models, and sell or license assets and datasets to others for their own use. Customer’s ownership of Outputs is subject to this license.
- 4.3
The license in Section 4.2 does not cover Customer’s original Inputs. Generated content made available to others for independent use must not include Inputs or personal data, identify Customer or an individual, or reveal confidential information about Customer’s business, products, facilities or processes. Licenses to others must include the training restriction in Section 2.2. Applicable data-protection law and nondisclosure agreements preserved under Section 1.1 remain binding.
- 4.4
An Order or separate agreement signed by both parties may exclude specified projects or categories of data from retention, model training or commercialization and set their permitted uses and deletion timetable. Those provisions override this Section and Section 5.3 for the data they cover. Unless expressly agreed otherwise or required by law, restrictions apply prospectively and do not require recalling previously licensed datasets or retraining existing models.
- 4.5
Kaedim may retain and use aggregated usage and performance statistics that do not identify Customer or any individual or disclose Customer Content or other Confidential Information. Kaedim may also use voluntarily supplied non-confidential feedback without payment. This Section does not grant rights in Customer’s robot policies, trained models or other downstream products.
5Confidentiality and data protection
- 5.1
Confidential Information is information a party discloses that is marked confidential or reasonably understood to be confidential, including Customer Content and negotiated pricing. Each party will use reasonable care to protect the other’s Confidential Information and use it only as the Agreement permits. Disclosure to employees, advisers and service providers is permitted where they need access for those purposes and are subject to contractual or professional confidentiality obligations, including obligations in a provider’s standard terms. Sharing generated content as permitted by Sections 4.2 and 4.3 is also authorized. These duties do not cover information already lawfully known without restriction, independently developed without using the other party’s Confidential Information, lawfully obtained from another source without a confidentiality obligation, or made public without breach. Legally required disclosure is permitted, with reasonable efforts to notify the other party where lawful and practicable. These duties survive termination.
- 5.2
Kaedim will maintain reasonable technical and organizational safeguards for Customer Content and notify Customer without undue delay after confirming unauthorized access to or disclosure of Customer Content in Kaedim’s custody or control. Customer is responsible for the security of its own applications and systems. Each party will comply with data-protection laws applicable to it.
- 5.3
Customer is responsible for retrieving Outputs and storing any copies it wishes to keep. The Services do not include archival storage or backup services for Customer. On written request, each party will delete the other’s Confidential Information, including Inputs held by Kaedim, from its active systems within a commercially reasonable period. These deletion obligations do not cover generated content retained under Section 4.2, information reasonably needed to perform continuing obligations under the Agreement, or records required by law or reasonably necessary for security, billing or legal claims. Residual backups may remain until overwritten in the ordinary course, subject to continuing confidentiality and data-protection obligations. Termination or expiration does not itself require deletion or revoke the rights in Section 4.2. Applicable law and any stricter agreed data-processing or Section 4.4 requirements prevail.
6Fees
- 6.1
Customer pays the prices and billing units disclosed at purchase, plus applicable sales, use, VAT and similar transaction taxes. Subscription fees are due in advance under Section 6.3; other invoiced fees are due within 15 days unless the Order states otherwise. Customer must raise good-faith invoice disputes within 30 days after the invoice date and pay all undisputed amounts on time. Kaedim may charge interest on overdue undisputed fees at 1.5% per month or the maximum lawful rate, whichever is lower. Fees are non-refundable except as stated in the Agreement or required by law. The applicable Order specifies any minimum commitment, automatic top-up and credit expiry. Subscription renewal and included-usage expiry follow Section 6.3 unless the Order states otherwise.
- 6.2
Kaedim may change usage rates on 30 days’ notice. Subscription fee changes apply at renewal on at least 30 days’ notice. Fixed prices and service quantities committed in an Order remain protected for their agreed term.
- 6.3
The Order specifies the subscription fee, included model allowance and additional-model rate. Unless the Order states otherwise, the fee and allowance apply each billing month, beginning on the subscription start date shown at purchase or, if none is shown, the date Customer completes the subscription purchase. Subscription fees are payable in advance regardless of usage. Unused included usage expires at the end of each billing month. Usage above the included quantity is authorized at the additional-model rate disclosed in the Order and invoiced monthly in arrears, payable within 15 days. Subscriptions renew monthly unless either party gives at least 30 days’ written notice of non-renewal.
- 6.4
Unless the Order states otherwise, one model counts when its agreed deliverables pass the specified automated completion checks and are available for retrieval through the API or the file links it provides. Each Customer-requested new generation or version is separately billable, including regeneration using the same Inputs. Each resulting model counts only once; retrieving its files again does not count as another model. Failed models do not count; completed models in a partial batch do. Customer cancellations after processing starts count against included usage or are charged at the additional-model rate. Usage is allocated to the period in which processing starts and finalized when the outcome is known.
7Service commitments and warranties
- 7.1
Beyond the express commitments in these Terms, additional warranties, service levels, support response times, custom development and service credits apply only if expressly agreed in an Order. Documentation and processing-time estimates do not create additional warranties or service levels. Kaedim may update the Services and their underlying technology, subject to its express commitments in the Agreement.
- 7.2
Except for express commitments in the Agreement, the Services and Outputs are provided as is and as available, without implied warranties of merchantability, fitness for a particular purpose or non-infringement, to the extent permitted by law. Kaedim does not guarantee uninterrupted access, error-free or original Outputs, or any particular robotics performance. Free and clearly identified beta features carry no service warranty.
8Third-party claims
- 8.1
Customer will defend Kaedim against third-party claims alleging that Inputs supplied by Customer or its users infringe intellectual-property or privacy rights when used as authorized by this Agreement, or arising from Customer’s or its users’ use of the Services in breach of Section 2. Customer will pay reasonable defence costs, damages finally awarded and settlements it approves in writing. These obligations do not apply to the extent a claim results from Kaedim’s breach of the Agreement, negligence or willful misconduct.
- 8.2
Kaedim must promptly notify Customer of the claim, allow Customer to control its defence and settlement, and provide reasonable assistance at Customer’s expense. Delayed notice reduces Customer’s obligations only to the extent it materially prejudices the defence. Customer may not settle a claim without fully releasing Kaedim, or require Kaedim to admit fault, make a payment or accept other obligations without Kaedim’s written consent.
9Limitation of liability
- 9.1
Neither party is liable to the other for indirect, consequential, special or punitive damages, or lost profits or revenue, arising out of or relating to the Agreement or Services. This exclusion does not exclude amounts payable to third parties or reasonable defence costs covered by Section 8.
- 9.2
Each party’s total liability arising out of or relating to the Agreement or Services is limited to the greater of US$100 and the fees paid or payable by Customer under the Agreement in the twelve months before the event giving rise to liability. This limit applies in aggregate and includes liability under Section 8 and for breaches of confidentiality or data-use obligations. For claims arising from related events, the period is measured from the first such event.
- 9.3
These exclusions and limits do not apply to either party’s fraud, gross negligence or willful misconduct, or liability that cannot lawfully be excluded or limited. They do not excuse Customer’s obligation to pay fees or either party’s obligation to return amounts expressly repayable under the Agreement. They apply regardless of the legal basis of a claim.
10Suspension and termination
- 10.1
Either party may end uncommitted API access on 30 days’ written notice. Committed Orders run for their stated term; subscription renewal and non-renewal follow Section 6.3 unless the Order states otherwise. Either may terminate the Agreement or affected Order for material breach uncured 30 days after written notice. Kaedim may suspend affected access where reasonably necessary for Section 2 breaches, security threats, maintenance, technical failures that prevent operation of the affected Services, or undisputed fees unpaid ten days after written notice. Kaedim will give notice where practicable and use reasonable efforts to restore access once resolved. Kaedim may terminate affected Services immediately on notice if providing them is unlawful.
- 10.2
Termination or expiration ends access to the affected Services, except for the remaining Output retrieval period under Section 5.3; accrued fees remain payable. Customer’s convenience termination does not cancel Order commitments. Kaedim will refund unused prepayments only for Services it terminates without Customer breach, or Customer terminates for Kaedim’s uncured material breach; future fees for those Services cease. Continuing ownership and licenses, the retention and use rights in Section 4, confidentiality, deletion and accrued payment obligations, and Sections 7, 8, 9 and 11 survive.
11General terms
- 11.1
Kaedim may update these Terms on 30 days’ notice, or less where legally required. Continued use accepts changes after their effective date. Changes apply prospectively to uncommitted use or renewal; existing committed Orders require agreed amendments. Changes do not expand Kaedim’s rights in previously submitted or generated Customer Content without Customer’s express agreement.
- 11.2
Assignment. Transfers require the other party’s written consent, except Kaedim may transfer the Agreement to an affiliate or successor to the relevant business assuming its obligations.
- 11.3
Uncontrollable events. Neither party is liable for failure or delay beyond its reasonable control. This does not excuse accrued payment obligations or affect termination rights under Section 10.
- 11.4
Relationship. The parties are independent contractors; neither may bind the other. No third party may enforce this Agreement.
- 11.5
Contract integrity. This is the entire agreement about the Services, subject to agreements preserved by Section 1.1. Customer purchase-order terms do not amend it. Other amendments require written agreement, except under Section 11.1. Failure to enforce does not waive rights. An unenforceable provision will be limited or removed as necessary; the rest remains effective.
- 11.6
Notices. Notices may be sent by email to Kaedim’s notice address in the Order or account communications, and Customer’s designated notice address or account contact. Email notices are deemed received on the next business day after sending, unless the sender receives an automated delivery-failure notice. Each party must keep its address current. Routine service notices may also be provided through the Services. Arbitration demands and court documents follow applicable procedural rules.
- 11.7
Publicity. Each party may use the other’s name and logo to identify their business relationship and describe their work together in accurate case studies and marketing, without separate consent, subject to reasonable brand guidelines supplied by the other party and confidentiality obligations. Using Inputs or Output examples in publicity identifying Customer requires Customer’s separate written agreement. This does not restrict licensing generated content as permitted by Section 4.
- 11.8
Governing law and disputes. Delaware law governs, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. Disputes will be resolved by binding arbitration under the JAMS Comprehensive Arbitration Rules and Procedures, by one arbitrator in San Francisco, California, in English. Competent courts may hear intellectual-property claims, equitable-relief applications or award enforcement; other permitted court proceedings must be brought exclusively in the state or federal courts in San Francisco.