1. Acceptance
By creating a developer account or using Socratic AI's Service, you ("Developer," "you") agree to these Developer Terms of Service ("Terms"). If you do not agree, do not use the Service. These Terms are presented via click-through acceptance at signup; your acceptance, including the specific version and timestamp, is logged.
2. Eligibility
You must be at least 18 years old to create a developer account. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity. Individual employees may not bind their employer to these Terms absent a separate enterprise agreement executed by an authorized signatory.
3. License grant
3.1 License to Developer
Subject to these Terms, Socratic AI grants you a limited, non-exclusive, non-transferable, non-sublicensable license to: (a) access and use the Socratic AI API within your applications; (b) use the Socratic AI SDKs (subject to their separate open-source licenses, see Section 3.3) to build such applications.
3.2 Scope limits
This license does not permit you to: resell or provide standalone access to the API as a substitute product; use the API to build a directly competing product; or use output to train a competing foundation model.
3.3 Open-source SDKs
The Socratic AI SDKs are separately licensed under Apache License 2.0 (see LICENSE in each SDK repository). Nothing in this Section 3 restricts rights already granted under that license for the SDK source code itself; this Section governs your use of the hosted API.
4. API keys and account security
- You are responsible for safeguarding your API keys and all activity under them.
- You must notify Socratic AI promptly at security@socratic.co if a key is compromised.
- Socratic AI may rate-limit, throttle, or suspend keys per the Acceptable Use Policy and the enforcement process described there.
5. Rate limits
Socratic AI may impose rate limits and usage quotas on the API, which may vary by access tier and may change from time to time. Exceeding limits may result in throttling as described in Section 4.
6. Intellectual property
6.1 Socratic AI IP
Socratic AI retains all right, title, and interest in the API, SDKs (subject to the Apache-2.0 grant), documentation, and underlying models and technology.
6.2 Developer IP
As between the parties, you retain all right, title, and interest in your applications, and in content your end users submit to or generate through your application ("Developer Content"), except to the extent such content incorporates Socratic AI's underlying technology.
6.3 Data use
Socratic AI does not use Developer Content to train, fine-tune, or improve Socratic AI's or any third party's artificial intelligence models. Socratic AI may process Developer Content solely to provide the API service itself (e.g., routing requests, generating responses) and to monitor system performance (e.g., latency, error rates, uptime).
6.4 Feedback
If you provide feedback or suggestions about the API or SDKs, you grant Socratic AI a perpetual, irrevocable, royalty-free license to use it without restriction.
7. Service availability
THE API AND SDKS ARE PROVIDED "AS IS" AND "AS AVAILABLE." Socratic AI does not guarantee any level of uptime or availability, and makes no commitment regarding response time, error rate, or service continuity. Any availability or uptime targets published on Socratic AI's website, pricing pages, or documentation are service objectives only and do not entitle Developer to service credits, refunds, or other remedies unless expressly set forth in a separate written agreement. Socratic AI may modify, suspend, or discontinue the API or any feature, in whole or in part, at any time, with or without notice.
8. Warranty disclaimer
THE API AND SDKS ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (I) ONE HUNDRED U.S. DOLLARS ($100 USD), OR (II) THE AMOUNTS PAID BY DEVELOPER TO COSMO IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THIS CAP DOES NOT APPLY TO EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, OR BREACHES OF SECTION 11 (CONFIDENTIALITY). NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
10. Indemnification
10.1 By Socratic AI
Socratic AI will defend Developer against any third-party claim alleging that the API or SDKs, as provided by Socratic AI and used in accordance with these Terms, infringe that third party's intellectual property rights, and will pay damages finally awarded (or agreed to in settlement) as a result. This obligation does not apply to claims arising from: (a) Developer's modification of the SDKs; (b) combination of the API with non-Cosmo products; or (c) Developer's continued use after Cosmo provides a non-infringing alternative.
10.2 By Developer
Developer will defend, indemnify, and hold harmless Cosmo from any claims, damages, and expenses (including reasonable attorneys' fees) arising from: (a) Developer's violation of these Terms or the Acceptable Use Policy; (b) Developer's violation of applicable law; (c) allegations that Developer Content infringes a third party's intellectual property rights.
11. Confidentiality
Each party may disclose confidential information to the other in connection with these Terms. The receiving party will use the disclosing party's confidential information only to perform its obligations under these Terms, and will protect it using at least the same degree of care it uses for its own confidential information (and no less than reasonable care). This section does not apply to information that: is or becomes public through no fault of the receiving party; was already known to the receiving party without confidentiality obligation; or is independently developed. Either party may disclose confidential information as required by law, provided it gives reasonable notice where legally permitted. This section survives termination.
12. Termination
- Either party may terminate for convenience with 30 days' notice.
- Cosmo may terminate for cause if Developer materially breaches these Terms and fails to cure within 30 days of notice, except that violations of the Acceptable Use Policy may result in immediate suspension or termination without a cure period, per the enforcement process described there.
- Upon termination, Developer's license under Section 3 ends immediately; Sections 6, 8, 9, 10, 11, 14, and 15 survive.
- All fees are non-refundable, including any prepaid or unused amounts, except where required by applicable law.
13. Dispute resolution
- Informal resolution first. Before filing any formal claim, the parties will attempt in good faith to resolve the dispute by sending written notice to the other party (to Cosmo at legal@socratic.co) and engaging in a good-faith discussion for at least thirty (30) days after such notice. This is a condition precedent to arbitration.
- Binding individual arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms, the API, or the SDKs that is not resolved informally will be resolved by final and binding arbitration on an individual basis, administered by JAMS under its Streamlined Arbitration Rules then in effect. The arbitration will be conducted in English and seated in Delaware.
- Class action & jury trial waiver. THE PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION, AND WAIVE ANY RIGHT TO A JURY TRIAL. The arbitrator may not consolidate claims or preside over any form of representative proceeding. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) will be severed and proceed in court under the governing-law and venue provisions below.
- Carve-outs. Nothing in this Section 13 prevents either party from (a) seeking injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property, Confidential Information, or the security or integrity of the API, or (b) bringing an individual action in small-claims court for disputes within that court's jurisdiction.
- Arbitration costs. Each party bears its own attorneys' fees and costs except as otherwise required by the JAMS rules or applicable law, or as awarded by the arbitrator. Cosmo will pay filing and administrative fees in excess of what the Developer would have paid to file the same claim in court.
- Confidentiality of proceedings. The existence, content, and outcome of any arbitration are Confidential Information under Section 11, except to the extent disclosure is required to enforce or challenge an award, or by applicable law.
- Governing law. These Terms, and any dispute arising out of or relating to them, are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
- Venue for non-arbitrable matters. For any claim not subject to arbitration (including the carve-outs above), the parties submit to the exclusive jurisdiction of the state and federal courts of Delaware.
- Time limit. Any claim must be brought within one (1) year after the cause of action accrues, or it is permanently barred, to the extent permitted by applicable law.
14. General
- Entire agreement; these Terms, the AUP, the Privacy Policy, and (if applicable) the DPA constitute the entire agreement between the parties regarding the API and SDKs.
- Cosmo may update these Terms; material changes will be notified via email and in-dashboard notice with 30 days' notice before taking effect for existing developers.
- Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without Cosmo's prior written consent; any attempted assignment without consent is void. Cosmo may assign these Terms without consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms bind and inure to the benefit of the parties' permitted successors and assigns.
- Notices. Notices to Cosmo must be sent to legal@socratic.co (with a courtesy copy to the dashboard-registered account contact). Cosmo may give notices to you by email to the address on your account, by posting in the developer dashboard, or by updating the Cosmo docs; notice is deemed given when sent (email) or posted (dashboard/docs). You are responsible for keeping your account contact current.
- Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.
- No waiver. A party's failure to enforce any provision is not a waiver of its right to do so later. Waivers must be in writing and signed by the waiving party.
- Force majeure. Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control.
- Export controls & sanctions. You represent that you and your end users are not located in, and will not use the API or SDKs from or on behalf of, any country or party subject to applicable export sanctions. You will not use the API, SDKs, or any Cosmo technology in violation of applicable export and sanctions laws.
- U.S. government end users. The API and SDKs are "commercial items" as defined in FAR 2.101. U.S. government end users acquire only the rights set forth in these Terms.
- Independent contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship, and neither party may bind the other.
- No third-party beneficiaries. These Terms do not confer any rights or remedies on any person other than the parties and their permitted successors and assigns.
- Headings & interpretation. Section headings are for convenience only and do not affect interpretation. "Including" means "including without limitation."
15. Contact
Questions about these Terms: legal@socratic.co.