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Commercial Terms of Service.

The terms governing commercial use of Implicit.

Last updated June 8, 2026

Before you access our services, please read these Ninoh, Inc. D/B/A Implicit Commercial Terms of Service. These Commercial Terms of Service ("Terms") are an agreement between Ninoh and you or the organization, company, or other entity that you represent ("Customer"). These Terms of Service ("Terms") govern your use of Implicit.Cloud, ImplictCloud.com, Implicit Plus, Implicit Teams, Implicit Enterprise, and other products and services that we may offer for commercial or government entities, along with any associated applications, software, API services, and websites, as well as all related Ninoh tools, documentation and services (together, our "Services"). These Terms are effective on the earlier of the date that Customer first electronically consents to a version of these Terms and the date that Customer first accesses the Services ("Effective Date"). These Terms are a contract between you and Ninoh, Inc. ("Ninoh, Inc.") (and not our Providers), and they include our Acceptable Use Policy. By accessing our Services, you agree to these Terms. Please read our Privacy Policy, which describes how we collect and use personal information.

Please note: You may not enter into these Terms on behalf of an organization, company, or other entity unless you have the legal authority to bind that entity. Services under these Terms are not for consumer use. Our Consumer Terms of Service govern consumer offerings instead.

A. Services

1. Overview. Subject to these Terms, Ninoh gives Customer permission to use the Services, including to power products and services Customer makes available to its own customers and end users ("Users").

2. Third Party Features. Customer may elect (in its sole discretion) to use features, services or other content made available by third parties to Customer through the Services ("Third Party Features"). Customer acknowledges and agrees that Third Party Features are not Services and, accordingly, Ninoh is not responsible for them.

3. Feedback. If Customer provides (in its sole discretion) Ninoh with feedback regarding the Services, Ninoh may use that feedback at its own risk and without obligation to Customer.

B. Customer Content

As between the parties and to the extent permitted by applicable law, Ninoh agrees that Customer (a) retains all rights to its Inputs, and (b) owns its Outputs. Ninoh disclaims any rights it receives to the Customer Content under these Terms. Subject to Customer's compliance with these Terms, Ninoh hereby assigns to Customer its right, title and interest (if any) in and to Outputs. "Inputs" means submissions to the Services by Customer or its Users and "Outputs" means responses generated by the Services to Inputs (Inputs and Outputs together are "Customer Content").

C. Data Privacy

Data submitted through the Services will be processed in accordance with the Ninoh Privacy Agreement, which is incorporated into these Terms by reference.

D. Trust and Safety; Restrictions

1. Compliance. Each party will comply with all laws applicable to the provision (for Ninoh) and use (for Customer) of the Services, including any applicable data privacy laws.

2. Policies and Service Terms. Customer and its Users may only use the Services in compliance with these Terms. Customer must cooperate with reasonable requests for information from Ninoh to support compliance with its Usage Policy, including to verify Customer's identity and use of the Services.

3. Limitations of Outputs; Notice to Users. It is Customer's responsibility to evaluate whether Outputs are appropriate for Customer's use case, including where human review is appropriate, before using or sharing Outputs. Customer acknowledges, and must notify its Users, that factual assertions in Outputs should not be relied upon without independently checking their accuracy, as they may be false, incomplete, misleading or not reflective of recent events or information. Customer further acknowledges that Outputs may contain content inconsistent with Ninoh's views.

4. Use Restrictions. Customer may not and must not attempt to (a) access the Services to build a competing product or service, including to train competing AI models or resell the Services except as expressly approved by Ninoh; (b) reverse engineer or duplicate the Services; or (c) support any third party's attempt at any of the conduct restricted in this sentence.

5. Service Account. Customer is responsible for all activity under its account. Customer will promptly notify Ninoh if Customer believes the account it uses to access the Services has been compromised, or is subject to a denial of service or similar malicious attack that may negatively impact the Services.

E. Confidentiality

1. Confidential Information. The parties may share information that is identified as confidential, proprietary, or similar, or that a party would reasonably understand to be confidential or proprietary ("Confidential Information"). Customer Content is Customer's Confidential Information.

2. Obligations of Parties. The receiving party ("Recipient") may only use Confidential Information of the disclosing party ("Discloser") to exercise its rights and perform its obligations under these Terms. Recipient may only share Discloser's Confidential Information to Recipient's employees, agents, and advisors that have a need to know such Confidential Information and who are bound to obligations of confidentiality at least as protective as those provided in these Terms ("Representatives"). Recipient will protect Discloser's Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own Confidential Information, and with no less than reasonable care. Recipient is responsible for all acts and omissions of its Representatives.

3. Exclusions. Confidential Information excludes information that: (a) becomes publicly available through no fault of Recipient; (b) is obtained by Recipient from a third party without a breach of the third party's obligations of confidentiality; or (c) is independently developed by Recipient without use of Confidential Information. Recipient may disclose Discloser's Confidential Information to the extent it is required by law, or court or administrative order, and will, except where expressly prohibited, notify Discloser of the required disclosure promptly and fully cooperate with Discloser's efforts to prevent or narrow the scope of disclosure.

4. Destruction Request. Recipient will destroy Discloser's Confidential Information promptly upon request, except where retained to comply with law or copies in Recipient's automated back-up systems, which will remain subject to these obligations of confidentiality while maintained.

F. Intellectual Property

1. Ownership. Ninoh owns all right, title, and interest, including all intellectual property rights, in and to the Service, including any improvements, modifications, and enhancements to it. Except for those rights expressly granted in this Agreement, no other rights are granted, either express or implied, to Customer.

2. Feedback. Customer may provide Ninoh any suggestions, comments or other feedback regarding the Service ("Feedback"). If Customer provides Feedback to Implicit on any version or part of the Service, Customer hereby assigns to Implicit the all right and title in such Feedback, and Implicit may freely use, disclose, reproduce, license, distribute and otherwise commercialize the Feedback in any Implicit product, technology, service, specification, or other documentation.

Except as expressly stated in these Terms, these Terms do not grant either party any rights to the other's content or intellectual property, by implication or otherwise.

G. Publicity

Ninoh may use Customer's name and logo to publicly identify Customer as a customer of the Services; provided that Customer may opt-out via request form. Customer will consider in good faith any request by Ninoh to (1) provide a quote from a Customer executive regarding Customer's motivation for using the Services that Ninoh may use publicly and (2) participate in a public co-marketing activity.

H. Fees

1. Payment of Fees. Customer is responsible for fees incurred by its account, at the rates specified on the Pricing Page, unless otherwise agreed by the parties. Ninoh may require prepayment for the Services in the form of credits or offer other types of credits, all of which are subject to Ninoh's Pricing Terms. Ninoh may update the published rates, to be effective the earlier of 30 days after the updates are posted by Ninoh or Customer otherwise receives Notice.

2. Taxes. Fees do not include any taxes, duties, or assessments that may be owed by Customer for use of the Services ("Taxes"), unless otherwise specified in the applicable invoice. Customer is responsible for remitting any necessary withholding Taxes to the relevant authority on a timely basis and providing Ninoh with evidence of the same upon request. Where law provides for the reduction or elimination of withholding taxes, including via tax treaty, the parties will collaborate in good faith to do so. For clarity, Customer must pay Ninoh the amount ("Gross-up Payment") that will ensure that Ninoh receives the same total amount that it would have received if no such withholding or reduction by Customer had been required (taking into account any and all applicable Taxes (including any Taxes imposed on the Gross-up Payment)).

3. Billing. Failure to pay Ninoh all amounts owed when due may result in suspension or termination of Customer's access to the Services. Ninoh reserves any other rights of collection it may have.

I. Termination and Suspension

1. Term. These Terms start on the Effective Date and continue until terminated (the "Term").

2. Termination.

  • Each party may terminate these Terms at any time for convenience at the end of the then current term for paid subscribers (unless otherwise agreed in an Order Form) with written Notice.
  • Either party may terminate these Terms for the other party's material breach by providing 30 days prior Notice detailing the nature of the breach unless cured within that time.
  • Ninoh may terminate these Terms immediately with Notice if Ninoh reasonably believes or determines that Ninoh's provision of the Services to Customer is prohibited by applicable law.

3. Suspension.

  • Ninoh may suspend Customer's access to any portion or all of the Services if: (a) Ninoh reasonably believes or determines that (i) there is a risk to or attack on any of the Services; (ii) Customer or any User is using the Services in violation of Sections D.1 (Compliance), D.2 (Policies and Service Terms) or D.4 (Use Restrictions); or (iii) Ninoh's provision of the Services to Customer is prohibited by applicable law or would result in a material increase in the cost of providing the Services; or (b) any vendor suspends or terminates Ninoh's use of any third-party services or products required to enable Customer to access the Services (each, a "Service Suspension").
  • Ninoh will use reasonable efforts to provide written notice of any Service Suspension to Customer, and resume providing access to the Services, as soon as reasonably possible after the event giving rise to the Service Suspension is cured, where curable. Ninoh will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur because of a Service Suspension.

4. Effect of Termination. Upon termination, Customer may no longer access the Services. The following provisions will survive termination or expiration of these Terms: (a) Sections E (Confidentiality), G (Publicity), H (Fees), I (Termination and Suspension), J (Disputes), K (Indemnification), L.2 (Disclaimer of Warranties), L.3 (Limits on Liability), and M (Miscellaneous); (b) any provision or condition that must survive to fulfill its essential purpose.

J. Disputes

1. Disputes. In the event of a dispute, claim or controversy relating to these Terms ("Dispute"), the parties will first attempt in good faith to informally resolve the matter. The party raising the Dispute must notify the other party ("Dispute Notice"). The other party will respond to the Dispute Notice in a timely manner. If the parties have not resolved the dispute within 45 days of delivery of the Dispute Notice, either party may seek to resolve the dispute through arbitration as stated in Section J.2 (Arbitration).

2. Arbitration. Any Dispute will be determined in English by final, binding arbitration according to the region-specific processes below. Judgment on any award issued through the arbitration process in this Section J.2 (Arbitration) may be entered in any court having jurisdiction. EACH PARTY AGREES THEY ARE WAIVING THE RIGHT TO A TRIAL BY JURY, AND THE RIGHT TO JOIN AND PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER THE LAW IN CONNECTION WITH THESE TERMS.

  • For Customers residing in the EEA, Switzerland or UK, Disputes will be determined by a sole arbitrator in Dublin, Ireland pursuant the UNCITRAL Arbitration Rules as at present in force. The appointing authority shall be the President for the time being of the Law Society of Ireland.
  • For Customers residing anywhere else, Disputes will be determined by a sole arbitrator in San Francisco, CA pursuant to the Comprehensive Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc.

3. Equitable Relief. This Section J (Disputes) does not limit either party from seeking equitable relief.

K. Indemnification

1. Warranty Disclaimer. THE SERVICE IS PROVIDED "AS IS" WITH ALL FAULTS, AND IMPLICIT DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT ERROR OR INTERRUPTION. IMPLICIT SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, QUALITY, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, OR USAGE OF TRADE.

2. Claims Against Ninoh. Customer will defend Ninoh and its personnel, successors, and assigns from and against any Ninoh Claim (as defined below) and indemnify them for any judgment that a court of competent jurisdiction grants a third party on such Ninoh Claim or that an arbitrator awards a third party under any Customer-approved settlement of such Ninoh Claim. "Ninoh Claim" means any third-party claim, suit, or proceeding related to Customer's or its Users' (a) Inputs or other data provided by Customer, or (b) use of the Services in violation of the Usage Policy, the Service Specific Terms, or Section D.4 (Use Restrictions). Ninoh Claims and Customer Claims are each a "Claim", as applicable.

3. Process. The indemnified party must promptly notify the indemnifying party of the relevant Claim, and will reasonably cooperate in the defense. The indemnifying party will retain the right to control the defense of any such Claim, including the selection of counsel, the strategy and course of any litigation or appeals, and any negotiations or settlement or compromise, except that the indemnified party will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to an ongoing affirmative obligation. The indemnifying party's obligations will be excused if either of the following materially prejudices the defense: (a) failure of the indemnified party to provide prompt notice of the Claim; or (b) failure to reasonably cooperate in the defense.

4. Sole Remedy. To the extent covered under this Section K (Indemnification), indemnification is each party's sole and exclusive remedy under these Terms for any third-party claims.

L. Warranties and Limits on Liability

1. Warranties. Each party represents and warrants that (a) it is authorized to enter into these Terms; and (b) entering into and performing these Terms will not violate any of its corporate rules, if applicable. Customer further represents and warrants that it has all rights and permissions required to submit Inputs to the Services.

2. Disclaimer of Warranties. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR IN THESE TERMS, TO THE MAXIMUM EXTENT PERMITTED UNDER LAW (A) THE SERVICES AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND; AND (B) NINOH MAKES NO WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THIRD-PARTY PRODUCTS OR SERVICES, INCLUDING THIRD-PARTY INTERFACES. NINOH EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING OR PERFORMANCE, OR TRADE USE. NINOH DOES NOT WARRANT, AND DISCLAIMS THAT, THE SERVICES OR OUTPUTS ARE ACCURATE, COMPLETE OR ERROR-FREE OR THAT THEIR USE WILL BE UNINTERRUPTED. REFERENCES TO A THIRD PARTY IN THE OUTPUTS MAY NOT MEAN THEY ENDORSE OR ARE OTHERWISE WORKING WITH NINOH.

3. Limits on Liability.

  • Except as stated in Section L.3.b, the liability of each party, and its affiliates and licensors, for any damages arising out of or related to these Terms (i) excludes damages that are consequential, incidental, special, indirect, or exemplary damages, including lost profits, business, contracts, revenue, goodwill, production, anticipated savings, or data, and costs of procurement of substitute goods or services and (ii) is limited to Fees paid by Customer for the Services in the previous 12 months.
  • The limitations of liability in this Section L.3 (Limits on Liability) do not apply to either party's obligations under Section K (Indemnification).
  • THE LIMITATIONS OF LIABILITY IN THIS SECTION L.3 (LIMITS ON LIABILITY) APPLY: (I) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (II) TO LIABILITY IN TORT, INCLUDING FOR NEGLIGENCE; (III) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (IV) EVEN IF THE BREACHING PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (E) EVEN IF THE INJURED PARTY'S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
  • The parties agree that they have entered into these Terms in reliance on the terms of this Section L.3 (Limits on Liability) and those terms form an essential basis of the bargain between the parties.

4. Third Party Products. For purposes of this Agreement, "Third Party Products" means certain third party applications, systems, software, products, or services that are or may be used by Customer and are not supplied by Implicit that are designed to interoperate with the Service. If Customer elects to enable, access, or use of such Third Party Products, its access and use of such Third Party Products is governed solely by the terms and conditions and privacy policies of such Third Party Products, and Implicit does not endorse, is not responsible or liable for, and makes no representations or warranties as to any aspect of such Third Party Products, including, without limitation, their content, the manner in which they handle Customer's data, or any interaction between Customer and the provider of such Third Party Products. Implicit is not liable for any damage or loss caused or alleged to be caused by or in connection with Customer's enablement, access, or use of any such Third Party Products, or Customer's reliance on the privacy practices, data security processes, or other policies relating to or used in connection with the Third Party Products.

M. US Federal Customers

This section applies only if the counterparty is a US Federal Customer purchasing/using under federal authority. This overrides arbitration provisions where the CDA applies.

1. "US Federal Customers" are defined as any entity that is an agency, department, division, or office of the executive, legislative and judiciary branches of the United States government ("US Government") or any entity that is providing services to or on behalf of the US Government and to which these terms apply to those services.

2. Parties agree that the Services are intended exclusively for federal customer Usage and (a) do not constitute a "gift" or "gratuity," as contemplated under relevant regulations such as 5 C.F.R. Part 2635, FAR 3.101-2, and FAR Subpart 3.2, (b) do not give the appearance of a conflict of interest as described under FAR Subpart 3.11 or other relevant regulations, (c) are not intended to influence any current or future business decision; and (d) create no obligation to confer any business advantage on Ninoh. By accepting the Agreement, you acknowledge, affirm, and agree that you are authorized to accept the Services pursuant to established gift rules applicable to you and/or your agency.

3. If any Service provided hereunder is subject to any other license agreement, that includes any clause requiring the US Government to indemnify Ninoh or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341) (a) any such clause is unenforceable against the US Government; (b) the US Federal Customer shall not be deemed to have agreed to such clause by virtue of it appearing in the license agreement. If the license agreement is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the US Government or any US Government authorized end user to such clause; and (c) any such clause is deemed to be stricken from the license agreement. In addition, this Agreement is governed by U.S. Federal Law; disputes with are governed by the Contract Disputes Act of 1978, as amended.

4. The software and documentation provided with the Services are "commercial products" as defined in Federal Acquisition Regulation ("FAR") Section 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as these terms are used in FAR 12.212 and Defense Federal Acquisition Regulation Supplement ("DFARS") Section 227.7202, as applicable. Consistent with FAR 12.212 and DFARS Section 227.7202, all U.S. Federal Customers acquire the software and documentation with only those rights set forth herein.

5. If you represent an agency of the US Government as defined in the Section 1 above, by entering into these Agreement, you confirm that (a) you are a contracting officer or other authorized representative of the US Government with authority to bind the US Government for purposes of accepting the Services in accordance with the terms and conditions set forth in the Agreement, and (b) you have read and agree to be bound by the terms and conditions of any licensing agreement applicable to the Services.

N. Miscellaneous

1. Notices. All notices, demands, waivers, and other communications under these Terms (each, a "Notice") must be in writing. Except for notices related to demands to arbitrate or where equitable relief is sought, any Notices provided under these Terms may be delivered electronically to the address provided to Ninoh if to Customer; and to support@implicit.cloud if to Ninoh. Notice is effective only: (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with all requirements of this Section M.1 (Notices).

2. Electronic Communications. Customer agrees to receive electronic communications from Ninoh based on Customer's use of the Services and related to these Terms. Except where prohibited by applicable law, electronic communications may be sent via email, through the Services or Customer's management dashboard, or posted on Ninoh's website. Ninoh may also provide electronic communications via text or SMS about Customer's use of the Services or as Customer otherwise requests from Ninoh. If Customer wishes to stop receiving such messages, Customer may request it from Ninoh or respond to any such texts with "STOP".

3. Amendment and Modification. Ninoh may update these Terms at any time, to be effective 30 days after the updates are posted by Ninoh or Customer otherwise receives Notice, except that updates made in response to changes to law or regulation take effect immediately upon posting or Notice. Changes will not apply retroactively. No other amendment to or modification of these Terms is effective unless it is in writing and signed by both parties. Failure to exercise or delay in exercising any rights or remedies arising from these Terms does not and will not be construed as a waiver; and no single or partial exercise of any right or remedy will preclude future exercise of such right or remedy.

4. Assignment and Delegation. Neither party may assign its rights or delegate its obligations under these Terms without the other party's prior written consent, except that Ninoh may assign its rights and delegate its obligations to an affiliate or as part of a sale of all or substantially all its business. Any purported assignment or delegation is null and void except as permitted above. No permitted assignment or delegation will relieve the contracting party or assignees of their obligations under these Terms. These Terms will bind and inure to the benefit of the parties and their respective permitted successors and assigns.

5. Severability. If a provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will neither affect any other term or provision of these Terms nor invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties will negotiate in good faith to modify these Terms to reflect the parties' original intent as closely as possible.

6. Interpretation. These Terms will be construed mutually, with neither party considered the drafter. Document and section titles are provided for convenience and will not be interpreted. The phrases "for example" or "including" or "or" are not limiting.

7. Governing Law; Venue.

  • These Terms are governed by and construed in accordance with the Governing Laws, without giving effect to any choice of law provision. "Governing Laws" means the laws of the State of Delaware.
  • Any suits, actions, or proceedings related to these Terms that are not required to be resolved via arbitration pursuant to Section J (Disputes) will be instituted exclusively in the Venue, and each party irrevocably submits to their exclusive jurisdiction. "Venue" means federal or state courts located in Delaware.

8. Export and Sanctions. Customer may not export or provide access to the Services to persons or entities or into countries or for uses where it is prohibited under U.S. or other applicable international law. Without limiting the foregoing sentence, this restriction applies (a) to countries where export from the US or into such country would be prohibited or illegal without first obtaining the appropriate license, and (b) to persons, entities, or countries covered by U.S. sanctions. Customer/user represent that they are: (b) not a restricted party, not in embargoed jurisdictions, and not using for prohibited end users; (b) prohibited from uploading ITAR controlled data unless expressly permitted to by Ninoh; (c) in compliance with U.S. export controls, sanction regimes, and restricted end users/end uses.

9. Integration. These Terms (including the Privacy Agreement, Implicit Usage Policy, and Consumer Terms of Service, Pricing Page and other documents or terms that are incorporated by reference by these Terms) constitute the parties' entire understanding as to the Services' provision and use. These Terms supersede all other understandings or agreements between the parties regarding the Services.

10. Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.