API Terms
Last Updated: 2026-01-22
API License Agreement
This API License Agreement (this "Agreement") is a binding contract between you ("you" or "your") and ODYSSEY SYSTEMS, INC. ("Company," "we," or "us"). This Agreement governs your access to and use of the prototype of Odyssey-2 application programming interface.
BY ACCESSING OR USING THE API, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE API.
Definitions.
API means the prototype application programming interface for Odyssey-2, and any API Documentation or other API materials made available by Company on its website.
API Documentation means the API documentation described here from time to time.
API Key means the security key Company makes available for you to access the API.
Company Marks means Company's proprietary trademarks, trade names, branding, or logos made available for use in connection with the API pursuant to this Agreement.
Company Offering means Company’s software made available by Company as listed and described here, which may be hosted by Company or by third-party cloud providers.
Customer Data means Prompt Data and Output Data collectively.
Output Data means a streamed audiovisual output and any other content generated by the API in response to a prompt.
Prompt Data means any prompts, text, instructions, or other data submitted by you or your end users to or through the API.
Your Applications means any applications, tools, systems developed or used by you to interact with the API.
License Grants. Subject to and conditioned on your compliance with all terms and conditions set forth in this Agreement, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to: (a) use the API solely for your internal business purposes in developing Your Applications that will communicate and interoperate with the Company Offering; and (b) display certain Company Marks in compliance with usage guidelines that we may specify from time to time solely in connection with the use of the API and the Applications and not in connection with the advertising, promotion, distribution, or sale of any other products or services. You acknowledge that there are no implied licenses granted under this Agreement. We reserve all rights that are not expressly granted. You may not use the API or any Company Mark for any other purpose without our prior written consent. You must obtain an API Key through the registration process available here to use and access the API. You may not share your API Key with any third party, must keep your API Key and all log-in information secure, and must use the API Key as your sole means of accessing the API. Your API Key may be revoked at any time by us.
Use Restrictions. Except as expressly authorized under this Agreement, you may not:
copy, modify, or create derivative works of the API, in whole or in part;
rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the API;
reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API, in whole or in part;
remove any proprietary notices from the API;
use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
combine or integrate the API with any software, technology, services, or materials not authorized by Company;
design or permit Your Applications to disable, override, or otherwise interfere with any Company-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
use the API in any of Your Applications to replicate or attempt to replace the user experience of the Company Offering;
attempt to cloak or conceal your identity or the identity of Your Applications when requesting authorization to use the API;
submit personal data to the API unless expressly permitted in writing by Company;
use the API or Output Data to train, develop, or improve any machine-learning or AI models without our prior written consent; or
use the API with any harmful, illegal, fraudulent, or inappropriate content.
You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted here from time to time. In addition, you will not use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email ("spam"), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.
Your Applications. You agree to monitor the use of Your Applications for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of Your Applications from further use of Your Applications. You agree to provide a resource for users of Your Applications to report abuse of Your Applications. As between you and us, you are responsible for all acts and omissions of your end users in connection with Your Application and their use of the API, if any. You agree that you are solely responsible for posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of Your Applications. All use by you of the Company Marks, if any, will comply with any usage guidelines that we may specify from time to time. You agree that your use of the Company Marks in connection with this Agreement will not create any right, title, or interest in or to the Company Marks in favor of you, and all goodwill associated with the use of the Company Marks will inure to the benefit of Company.
Customer Data Rights. As between the parties, Customer owns Customer Data. Customer hereby grants Company a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable license to use, reproduce, store, process, modify, analyze, and create derivative works from Customer Data for the following purposes:
providing, operating, maintaining, supporting, and securing the API and the Company Offering;
developing, training, testing, and improving Company’s machine-learning and artificial intelligence models and systems;
analytics, quality assurance, safety, monitoring, and performance evaluation; and
complying with applicable laws and enforcing this Agreement.
No Support; Updates. This Agreement does not entitle you to any support for the API. You acknowledge that we may update or modify the API from time to time and at our sole discretion (in each instance, an "Update"), and may require you to obtain and use the most recent version of the API. Updates may adversely affect how Your Applications communicate with the Company Offering. You are required to make any changes to the Applications that are required for integration as a result of such Update at your sole cost and expense. Your continued use of the API following an Update constitutes binding acceptance of the Update.
Pricing. You acknowledge and agree that any fee arrangement for access to and use of the API, including any free or discounted access, pricing, or promotional credits, is made in consideration of the mutual covenants set forth in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. We reserve the right to modify or introduce any fees at any time. We will provide notice of any fee changes and promotional credits (if any), which may be delivered through the API, through notifications or posts here, email or other written communication provided by us. If you do not agree to any fee changes, your sole remedy is to stop using the API.
Collection and Use of Your Information. We may collect certain information through the API or the Company Offering about you or any of your employees, contractors, or agents. By accessing, using, and providing information to or through the API or the Company Offering, you consent to all actions taken by us with respect to your information in compliance with the then-current version of our privacy policy and data protection requirements, available here.
Intellectual Property Ownership; Feedback. You acknowledge that, as between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the API, the Company Offering, and the Company Marks and (b) you own all right, title, and interest, including all intellectual property rights, in and to Your Applications, excluding the aforementioned rights in Section 8(a). You will use commercially reasonable efforts to safeguard the API and Company Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the API and Company Marks and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights. If you or any of your employees, contractors, and agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the API, the Company Offering, or the Company Marks, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), all such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and on behalf of your employees, contractors, and agents, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
Disclaimer of Warranties. THE API AND COMPANY MARKS ARE PROVIDED "AS IS" AND COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE API OR COMPANY MARKS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to (a) your use or misuse of the API or Company Marks, (b) your breach of this Agreement, and (c) Your Applications, including any end user's use thereof. In the event we seek indemnification or defense from you under this provision, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defense of such claim, we will not settle any such claim requiring payment from you without your prior written approval.
Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIFTY DOLLARS EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN 90 DAYS AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
Term and Termination. The term of this Agreement commences when you access the API and will continue in effect until terminated as set forth in this Section. We may immediately terminate or suspend this Agreement, any rights granted herein, and/or your licenses under this Agreement, in our sole discretion at any time and for any reason, by providing notice to you or revoking access to the API and Company Marks. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. You may terminate this Agreement at any time by ceasing your access to and use of the API and Company Marks. Upon termination of this Agreement for any reason all licenses and rights granted to you under this Agreement will also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the API and Company Marks. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination. Termination will not limit any of Company's rights or remedies at law or in equity.
Export Regulation. The API may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You will not, directly or indirectly, export, re-export, or release the API to, or make the API accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the API available outside the US.
US Government Rights. The API is a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the API as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.
Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time. You will be notified of modifications through the API, notifications or posts here and/or direct email communication from us. You will be responsible for reviewing and becoming familiar with any such modifications.
Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice of conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.
Arbitration. At our sole discretion, we may require you to submit any disputes arising under this Agreement, including disputes arising from or concerning its interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law.
This Agreement governs and controls in the event of any conflict between the terms of this Agreement and any terms and policies published here.
Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address (2365 Homewood Drive, San Jose, CA 95128, United States) and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the API. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.
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Master API Services Agreement
This Master API Services Agreement (“Agreement”) is entered into by and between ODYSSEY SYSTEMS, INC. with its principal place of business at 1300 El Camino Real, Suite 100, Menlo Park, CA 94025 (“Company”), and the entity placing an Order (“Customer”).
This Agreement governs Customer’s commercial relationship with Company in connection with Customer’s access to and use of Company’s application programming interface(s), endpoints, and related documentation (the “API”). If Customer enters into this Agreement on behalf of an entity, Customer represents that it has authority to bind such entity.
The “Effective Date” is the earlier of (a) Customer’s first access to the API or (b) the effective date of the first Order.
1. Scope of Agreement; Incorporated API License Agreement
This Agreement consists of these terms, any executed order forms or statements of work referencing this Agreement (“Orders”), and the API License Agreement provided by Company governing access to and use of the API (the “API License Agreement”), which is hereby incorporated into and made an integral part of this Agreement by reference.
Without limiting the foregoing, the API License Agreement governs all technical, operational, security, usage, data-processing, model-training, suspension, and termination matters relating to the API.
Order of Precedence. In the event of any conflict or inconsistency between this Agreement and the API License Agreement with respect to the API, the API License Agreement shall prevail and control. In the event of any conflict between an Order and this Agreement, the Order shall control solely with respect to its subject matter.
2. API License & Access
Subject to this Agreement and the API License Agreement, Company grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the applicable Term to access and use the API solely as permitted under the API License Agreement and any applicable Order.
Company may issue one or more credentials (“API Keys”) to Customer. Customer is responsible for all API activity conducted using its API Keys and must keep them secure and confidential. Company may revoke, rotate, or suspend API Keys at any time in accordance with the API License Agreement.
3. Data & Ownership
Customer Data, Prompt Data, Output Data, and related data rights are governed by the API License Agreement. To the extent this Agreement references data ownership or use, it is intended to be consistent with and subordinate to the API License Agreement.
Company may collect technical logs, telemetry, and usage data relating to Customer’s use of the API (“Usage Data”) for purposes of operating, securing, monitoring, and improving the API.
4. AI and Model Use
Customer acknowledges and agrees that the API License Agreement governs Company’s rights to use Customer Data, Prompt Data, and Output Data for purposes of operating, maintaining, securing, analyzing, and improving the API and Company’s machine-learning and artificial intelligence models, including training, testing, refinement, safety, and performance evaluation.
To the extent this Agreement addresses artificial intelligence or data usage, it is intended to be consistent with and subordinate to the API License Agreement.
5. Usage Rules
Customer’s use of the API is subject to the usage restrictions, prohibitions, and compliance obligations set forth in the API License Agreement. Customer is solely responsible for its applications, systems, and end users that access or interact with the API.
6. Compliance with Laws
Each party will comply with all applicable laws, regulations, and governmental requirements in connection with its performance under this Agreement. Customer is solely responsible for ensuring that its use of the API complies with applicable laws.
7. Security
Company will maintain reasonable administrative, technical, and organizational measures designed to protect the security of the API and Customer Data processed through the API. Security incident notification obligations, if any, are governed by the API License Agreement.
8. Fees & Payment
Customer will pay the fees set forth in the applicable Order. Unless otherwise stated in an Order, fees are billed monthly in advance and are due within thirty (30) days of invoice date. All fees are non-refundable except as expressly stated in this Agreement.
Suspension or termination of API access does not relieve Customer of payment obligations accrued prior to such suspension or termination.
9. Auto-Renewal & Price Adjustments
Unless otherwise stated in an Order, each Order will automatically renew for successive one (1) month renewal terms unless either party provides at least thirty (30) days’ written notice of non-renewal prior to the end of the then-current term.
Company may increase fees upon renewal by providing Customer with at least thirty (30) days’ prior written notice. Any such increase will not exceed ten percent (10%) year-over-year, unless otherwise agreed in writing.
10. Suspension
Company may immediately suspend or revoke API access or API Keys in accordance with the API License Agreement, including where Customer’s use violates applicable terms, exceeds permitted usage, poses a security risk, or threatens the stability of the API or Company systems.
11. Termination
Either party may terminate this Agreement or an Order for material breach not cured within thirty (30) days after written notice. API access may be terminated or suspended at any time in accordance with the API License Agreement.
Upon termination of this Agreement, Customer must cease all use of the API. Company has no obligation to retain Output Data following termination except as required by law or expressly agreed in writing.
12. Intellectual Property
Except for the limited rights expressly granted under this Agreement and the API License Agreement, Company retains all right, title, and interest in and to the API, related documentation, Company offerings, and underlying technology. No rights are granted by implication.
13. Confidentiality
Each party will protect the other party’s Confidential Information using reasonable care and will use such Confidential Information solely to perform under this Agreement. Confidentiality obligations survive termination of this Agreement.
14. Indemnification
(a) By Company
Company will defend and indemnify Customer against third-party claims alleging that the API, when used as authorized under the API License Agreement, infringes a third party’s intellectual property rights, excluding claims arising from misuse, unauthorized combinations, or Customer Data.
(b) By Customer
Customer will defend and indemnify Company against third-party claims arising from Customer’s applications, Customer Data, end users, or Customer’s violation of this Agreement or the API License Agreement.
15. Warranties & Disclaimers
Except as expressly stated in this Agreement, THE API IS PROVIDED “AS IS”, and Company disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement, as further set forth in the API License Agreement.
16. Limitation of Liability
For clarity, limitations of liability applicable to the API itself are governed by the API License Agreement. The liability provisions of this Agreement apply solely to commercial obligations arising under this Agreement, including fees and indemnification.
To the maximum extent permitted by law, Company’s aggregate liability under this Agreement will not exceed the fees paid by Customer in the twelve (12) months preceding the event giving rise to the claim.
17. Publicity
Unless otherwise stated in an Order, Company may identify Customer as a customer in marketing materials using Customer’s name and logo, subject to Customer’s trademark usage guidelines.
18. Export Controls
Customer will not export, re-export, or allow access to the API in violation of applicable export control or sanctions laws and represents that it is not located in a restricted jurisdiction.
19. Force Majeure
Neither party will be liable for failure or delay due to events beyond its reasonable control. Payment obligations are not excused.
20. Assignment
Neither party may assign this Agreement without the other party’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
21. Governing Law
This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles.
22. Miscellaneous
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements. The parties are independent contractors. There are no third-party beneficiaries.
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Special API Order Terms:
This API Order Form (“Order”) is entered into pursuant to the Master API Services Agreement (“MSA”) between ODYSSEY SYSTEMS, INC. (“Company”) and the purchasing Customer (“Customer”). Capitalized terms not defined herein have the meanings set forth in the MSA or the API License Agreement (as defined below).
1. Agreement Structure & Precedence
An API Order, together with the MSA and the API License Agreement governing access to and use of the API (the “API License Agreement”), constitutes the agreement between the parties with respect to the API.
Order of Precedence. In the event of any conflict or inconsistency with respect to the API:
(1) the API License Agreement shall prevail,
(2) this Order shall prevail, and
(3) the MSA shall apply.
2. Usage Parameters
Usage Limits: As set forth in Company’s Documentation or otherwise communicated by Company in writing
Overages: Company may throttle API usage, suspend access, charge overage fees, or require execution of a revised Order if usage exceeds applicable limits
Rate Limits: As defined by Company from time to time
3. Term & Auto-Renewal
Initial Term: Month-to-month
This Order will automatically renew for successive one (1) month renewal terms unless either party provides at least thirty (30) days’ written notice of non-renewal prior to the end of the then-current term.
4. Price Adjustments
Company may increase fees upon renewal by providing Customer with at least thirty (30) days’ prior written notice. Any such increase will not exceed ten percent (10%) year-over-year, unless otherwise agreed in writing.
5. Suspension & Termination
API access may be suspended or terminated in accordance with the API License Agreement, including immediately for security, compliance, or usage violations.
Termination or suspension of API access does not relieve Customer of payment obligations accrued prior to the effective date of suspension or termination.
6. Data, AI, and Model Use
Customer acknowledges and agrees that rights relating to Customer Data, Prompt Data, Output Data, and Company’s use thereof (including for machine-learning and artificial intelligence model training, testing, refinement, safety, and performance evaluation) are governed by the API License Agreement.
7. Support
Unless expressly agreed in writing, Company does not provide support, service levels, uptime commitments, or maintenance obligations for the API.
8. Governing Documents
This Order is governed by and incorporated into the MSA and the API License Agreement. Except as expressly set forth herein, all terms and conditions of the MSA and API License Agreement apply in full.
