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Terms & Conditions

Last Updated: July 15, 2025

PLEASE READ THESE LEAP TERMS OF USE (“TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY LIQUID AI, INC. (“LIQUID AI”). BY ACCESSING OR USING THE SERVICES IN ANY MANNER, OR BY CLICKING "I ACCEPT" OR A SIMILAR BUTTON, YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS TO THE EXCLUSION OF ALL OTHER TERMS. THESE TERMS GOVERN ANY FREE OR PAID USE OF THE SERVICES, PROVIDED THAT PAID USE OF THE SERVICES SHALL ADDITIONALLY REQUIRE THE EXECUTION OF AN ORDER FORM ("ORDER FORM") THAT WILL BE INCORPORATED HEREIN BY REFERENCE. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. THE INDIVIDUAL ACCEPTING THIS AGREEMENT HEREBY REPRESENTS AND WARRANTS THAT IT IS DULY AUTHORIZED BY THE ENTITY ON WHOSE BEHALF IT ACCEPTS THIS AGREEMENT TO SO ACCEPT THIS AGREEMENT.

1. Access to the Services

Subject to Customer’s compliance with the terms and conditions of this Agreement, Liquid AI grants Customer a non-exclusive, limited, revocable, non-transferable right and license to access, download (as applicable) and use the Liquid AI product(s) and/or service(s) (collectively, the “Services”) solely in object code form during the Term (as defined below) for the purpose of developing Customer Applications (as defined below) , only as provided herein and only in accordance with Liquid AI’s applicable usage specifications and official user documentation for such Services (the “Documentation”). Customer shall use the Services and any Documentation or other information related thereto that is received from Liquid AI or its representatives solely for Customer’s internal business use of the Services and for no other purpose. Customer acknowledges and agrees that the Services may incorporate functions that will inhibit Customer from exceeding the scope of this license.

2. Services Installation

You acknowledge and agree that the availability of the Services may be dependent on the third party repositories or installation platforms from which Customer downloads or accesses the Services (the “Installation Platforms”), which may include, for example, the application stores and installation platforms made available by CocoaPods and Maven Central. Each of the Installation Platforms may have its own terms and conditions to which Customer must agree to before accessing or downloading the Services from the Installation Platforms. Customer agrees to comply with, and acknowledges that Customer’s license to access and use the Services is conditioned upon Customer’s compliance with, the terms and conditions for any applicable Installation Platforms. Customer may be required to sign up for an account and provide Liquid AI with certain information or data, such as Customer’s contact information. Customer promises to provide Liquid AI with accurate, complete and updated registration information. Customer may not select as Customer’s Liquid AI account credentials, if any, a name that Customer does not have the right to use, or another person’s name with the intent to impersonate that person. Customer may not transfer Customer’s account to anyone else without Liquid AI’s prior written permission. Customer represents and warrants that Customer has all right and authority to enter into this Agreement and form a binding contract. If Customer’s use of the Services is prohibited by applicable laws, rules or regulations (“Applicable Law”), then Customer is not authorized to use the Services – Liquid AI cannot and will not be responsible for Customer’s use of the Services in a way that violates Applicable Law. Customer shall not share Customer’s Services account or account credentials with anyone, and Customer must protect the security of Customer’s Services account and account credentials. Customer is responsible for any activity associated with Customer’s Services account, whether or not Customer authorizes such activity.

3. Service Updates; As-Is Services

From time to time, Liquid AI may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement; provided that Liquid AI shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that Liquid AI may make improvements and modifications to the Services at any time in its sole discretion. Customer acknowledges that the Services are experimental in nature, are provided “AS IS”, and may not be functional on any machine or in any environment. For the avoidance of doubt, Liquid AI has no obligation to provide any implementation, support, or indemnification under this Agreement.

4. Ownership; Feedback

As between the Parties, Liquid AI and its licensors retain all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Liquid AI for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to Customer hereunder shall be deemed a part of the “Services” and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Customer may provide suggestions, comments or other feedback to Liquid AI with respect to the Services (“Feedback”). Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for Liquid AI notwithstanding anything else. Customer hereby assigns and agrees to assign to Liquid AI all right, title and interest in and to any Feedback. Nothing in this Agreement will impair Liquid AI’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute. Notwithstanding anything herein to the contrary, all rights granted hereunder in and to the Liquid AI Materials are licensed and not sold or transferred. Customer will include on any copies it makes of the Documentation any copyright notices or proprietary labels contained within the same.

5. Fees; Payment

(a) Free Services. The Services are provided to Customer for free, and Liquid AI reserves the right to modify the features and functionality of the free Services at any time.

(b) Paid Services. Liquid AI may offer premium features and functionality for a fee. Should Customer elect to purchase such premium services, Customer shall pay Liquid AI all applicable fees (“Fees”) as set forth in the relevant Order Form. Unless otherwise specified in an Order Form, all Fees shall be invoiced annually in advance and all invoices issued under this Agreement are payable in U.S. dollars within thirty (30) days from date of invoice. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes associated with Services (excluding taxes based on Liquid AI’s net income). All Fees paid are non-refundable and are not subject to set-off.

6. Model Integrations

Liquid AI may allow Customer to browse, launch and deploy certain third party large language models or generative artificial intelligence tools or features with or through the Services, including, without limitation, through integrations or connectors that are provided by Liquid AI (collectively, “Model Integrations”). Model Integrations may be subject to their own terms and conditions that have been entered into or are to be entered into between Customer and the provider of any such Model Integrations (a “Model Provider”). Customer is solely responsible for: (a) procuring any and all rights necessary (i) for Customer to access and use Model Integrations, (ii) to enable Liquid AI to access and use Model Integrations on Customer’s behalf in accordance with the performance of Services hereunder; and (b) complying with any terms or conditions applicable to the use of Model Integrations. Any agreements created between Customer and any Model Provider are not binding on Liquid AI, and Liquid AI is not liable for, or obligated to enforce, any such agreements. Customer acknowledges and agrees that Liquid AI is not responsible for the operation of any Model Integrations, or the availability or operation of the Services to the extent such availability and operation is dependent upon Model Integrations. Liquid AI makes no representations or warranties of any kind with respect to Model Integrations or any Model Providers. Any exchange of data or other interaction between Customer and a Model Integration is solely between Customer and the Model Provider, and is governed by such Model Provider’s applicable terms and conditions. If Customer does not agree to abide by the applicable terms for any such Model Integrations, then Customer should not access or use such Model Integrations. By accessing or using any Model Integrations with the Services, Customer represents and warrants to Liquid AI that it has all right, power and authority to use and access such Model Integrations and allow Liquid AI to make the Model Integrations available to Customer in connection with the Services.

7. Restrictions

Customer’s use of the Services, Documentation and any other materials or information (including Liquid AI’s Confidential Information) delivered or made available by Liquid AI under the Agreement (collectively, “Liquid AI Materials”) must comply with all Applicable Law, Liquid AI’s Acceptable Use Policy available at leap.liquid.ai/acceptable-use (as may be updated and amended from time to time (the “AUP”), the terms of which are incorporated herein by reference) and any additional use restrictions communicated to Customer through the Services or otherwise. In the event of any conflict between the terms of this Agreement and the terms of the AUP, the terms that are more restrictive of Customer’s use of the Liquid AI Materials, as applicable, shall govern and control.

8. Redistribution

Subject to the terms of this Agreement, Liquid AI grants Customer a non-exclusive, worldwide, royalty-free license to reproduce and distribute the Services, in object code form only, as an integrated part of a software application developed by Customer that adds substantial primary functionality to the Services ("Customer Application"). Customer may only distribute the Services as part of its Customer Application under the terms of an end-user license agreement that is no less protective of Liquid AI and its intellectual property than the terms of this Agreement. Customer shall not use Liquid AI's name, logos, or trademarks to market its Customer Application without Liquid AI's prior written consent.

9. Customer Data

For purposes of this Agreement, “Customer Data” shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Services in the course of using the Services. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not Liquid AI, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer represents and warrants that it has all rights necessary to provide the Customer Data to Liquid AI as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy). Liquid AI shall use commercially reasonable efforts to maintain the security and integrity of the Services and the Customer Data. Liquid AI is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Services unless such access is due to Liquid AI’s gross negligence or willful misconduct. Customer is responsible for the use of the Services by any person to whom Customer has given access to the Services, even if Customer did not authorize such use. Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer’s account is ninety (90) days or more delinquent. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Liquid AI may (a) internally use and modify (but not disclose) Customer Data for the purposes of (i) providing the Services to Customer, and (ii) generating Aggregated Anonymous Data (as defined below); and (b) freely use, retain and make available Aggregated Anonymous Data for Liquid AI’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Liquid AI’s products and services). “Aggregated Anonymous Data” means data submitted to, collected by, or generated by Liquid AI in connection with Customer’s use of the Services, but only in aggregate, anonymized form which can in no way be linked specifically to Customer.

10. Confidentiality

For purposes of this Agreement, “Confidential Information” shall mean to the extent previously, presently or subsequently disclosed by or for either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) all financial, business, legal and technical information of the Disclosing Party or any of its affiliates, suppliers, customers and employees (including information about research, development, operations, marketing, transactions, regulatory affairs, discoveries, inventions, methods, processes, articles, materials, algorithms, software, specifications, designs, drawings, data, strategies, plans, prospects, know-how and ideas, whether tangible or intangible, and including all copies, abstracts, summaries, analyses and other derivatives thereof), that is marked or otherwise identified as proprietary or confidential at the time of disclosure, or that by its nature would be understood by a reasonable person to be proprietary or confidential. Confidential Information shall not include any information that (a) was rightfully known to the Receiving Party without restriction before receipt from the Disclosing Party; (b) is rightfully disclosed to the Receiving Party without restriction by a third party; (c) is or becomes generally known to the public without violation of this Agreement by the Receiving Party; or (d) is independently developed by the Receiving Party or its employees without access to or reliance on such information. The pricing information set forth in an applicable Order Form, Documentation and Feedback are Liquid AI’s Confidential Information, and the Customer Data is Customer’s Confidential Information. Each Party shall treat as confidential all Confidential Information of the other Party, shall not use such Confidential Information except as set forth in this Agreement, and shall not disclose such Confidential Information to any third party except as expressly permitted herein without the Disclosing Party’s written consent. The Receiving Party shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of the Disclosing Party’s Confidential Information, but in no event less than reasonable care. The Receiving Party shall promptly notify the Disclosing Party of any actual or suspected misuse or unauthorized disclosure of any of the Confidential Information. In the event of any termination or expiration of this Agreement, the Receiving Party will either return or, at the Disclosing Party’s request, destroy the Confidential Information of the Disclosing Party; provided however, that the Receiving Party may retain copies of the Disclosing Party’s Confidential Information for routine backup and archival purposes subject to the confidentiality obligations set forth herein. The Receiving Party may make disclosures required by law or court order provided that, if permissible pursuant to applicable law, the Receiving Party shall promptly notify the Disclosing Party of any disclosure requirement and provide reasonable assistance to the Disclosing Party in the Disclosing Party’s efforts to prevent and/or limit the disclosure.

11. Term

This Agreement shall commence upon Customer's acceptance of these Terms, and, unless earlier terminated in accordance herewith, shall last until terminated by either party (the “Term”). For any paid Services, the term will be as specified in the applicable Order Form.

12. Termination; Survival

In the event of a material breach of this Agreement by either Party, the non-breaching Party may terminate this Agreement by providing written notice to the breaching Party, provided that the breaching Party does not materially cure such breach within thirty (30) days of receipt of such notice. Without limiting the foregoing, Liquid AI may suspend or limit Customer’s access to or use of the Services if (a) Customer’s account is more than five (5) days past due; or (b) Customer’s use of the Services results in (or is reasonably likely to result in) damage to or material degradation of the Services which interferes with Liquid AI’s ability to provide access to the Services to other customers; provided that in the case of subsection (b): (i) Liquid AI shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (ii) prior to any such suspension or limitation, Liquid AI shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (iii) Liquid AI shall reinstate Customer’s use of or access to the Services, as applicable, if Customer remediates the issue promptly following receipt of such notice. Upon termination of this Agreement, Customer will immediately cease all further use of the Liquid AI Materials, promptly erase all copies of the Liquid AI Materials in Customer’s possession, and certify in writing that it has complied with the foregoing requirements. Any rights granted by Customer to its end-users for Customer Applications validly distributed prior to the effective date of termination shall survive such termination in accordance with their terms. Without limiting the forgoing, all licenses and other rights and obligations will immediately terminate upon termination of this Agreement except that Sections 4 through 10 and 12 through 19 shall survive indefinitely.

13. Indemnification

Each Party (“Indemnitor”) shall defend, indemnify, and hold harmless the other Party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that (a) in the case of Customer as Indemnitor, that the Customer Data or Customer’s use of the Services or Model Integrations infringes, violates, or misappropriates any third party intellectual property or proprietary right, including any rights of privacy, or violates any applicable law; or (b) in the case of Liquid AI as Indemnitor, the Services infringe, violate, or misappropriate any third party intellectual property or proprietary right. If the use of the Services has become, or in Liquid AI’s opinion is likely to become, the subject of any claim of infringement, Liquid AI may at its option and expense: (i) procure for Customer the right to continue using and receiving Services as set forth hereunder; (ii) replace or modify the Services to make them non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate the applicable Order Form or this Agreement, at Liquid AI’s option, and provide a pro rata refund of any prepaid Fees corresponding to the terminated portion of the applicable Services. Notwithstanding anything to the contrary herein, Liquid AI shall have no obligation under this Section 13 with respect to the free Services. This Section 13, subject to the exclusions in Section 14, states Liquid AI’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any claim of any nature alleging that the Liquid AI Materials infringe or misappropriate intellectual property or other third party rights.

14. Excluded Indemnity Claims

The obligations of Liquid AI in Section 13 do not apply with respect to the Services or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (a) not created or provided by Liquid AI (including without limitation any Customer Data and Model Integrations); (b) made in whole or in part in accordance to Customer specifications; (c) modified after delivery by Liquid AI; (d) combined with other products, processes or materials not provided by Liquid AI (where the alleged Losses arise from or relate to such combination); (e) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (f) Customer’s use of the Services is not strictly in accordance herewith.

15. Indemnity Procedure

Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (a) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (b) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (c) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense).

16. Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND LIQUID AI MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. LIQUID AI MAKES NO REPRESENTATION, WARRANTY, OR COVENANT WITH RESPECT TO THE ACCURACY OR EFFECTIVENESS OF THE LIQUID AI MATERIALS, THE SERVICES OR ANY DATA OR CONTENT GENERATED THEREFROM OR ANY DECISION OR ACTION TAKEN BY CUSTOMER AS A RESULT OF ANY OF THE FOREGOING, OR THAT ANY OF THE FOREGOING WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER PLATFORM OR BE SECURE, ACCURATE, COMPLETE OR FREE OF ERRORS OR HARMFUL CODE. FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, LIQUID AI HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ANY WARRANTY WITH RESPECT TO ANY MODEL INTEGRATIONS OR ANY INFORMATION CONTAINED IN OR MADE AVAILABLE IN CONNECTION WITH ANY MODEL INTEGRATIONS OR OTHER THIRD PARTY OFFERINGS. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY DECISIONS OR ACTIONS IT TAKES BASED ON THE SERVICES, GENERATED DATA OR MODEL INTEGRATIONS, AND LIQUID AI HEREBY DISCLAIMS THE RESULTS OF ANY SUCH DECISIONS OR ACTIONS.

17. Limitation of Liability

EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER’S BREACH OF SECTION 5, 6 OR 7, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (A) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING); (B) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (C) THIRD-PARTY SOFTWARE USED WITH THE SERVICES; OR (D) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO LIQUID AI HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.

18. Communication

As part of the Services, Customer may receive communications through the Services, including messages that Liquid AI sends to Customer (for example, via email). When signing up for the Services, Customer may receive a welcome message and instructions on how to stop receiving messages. By signing up for the Services and providing Liquid AI with contact information, Customer agrees to receive communications from Liquid AI and represents and warrants that each person Customer registers for the Services or for whom Customer provides contact information has consented to receive communications from Liquid AI. Customer agree to indemnify and hold Liquid AI harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.

19. Miscellaneous

This Agreement represents the entire agreement between Customer and Liquid AI with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Liquid AI with respect thereto. The Agreement shall be governed by and construed in accordance with the laws of the State of Massachusetts, excluding its conflicts of law rules, and the Parties’ consent to exclusive jurisdiction and venue in the state and federal courts located in or nearest to Cambridge, Massachusetts. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each Party set forth on the Order Form. Either Party may update its address set forth above by giving notice in accordance with this section. Liquid AI reserves the right, at its sole discretion, to modify these Terms at any time by posting a revised version on its website or by otherwise notifying you. Your continued use of the Services after the effective date of the revised Terms constitutes your acceptance of the new terms. For clarity, any modification or amendment to a fully executed Order Form will require the written consent of both Parties. Except for payment obligations, neither Party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such Party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Neither Party may assign any of its rights or obligations hereunder without the other Party’s consent; provided that (i) either Party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such Party’s business relating to this Agreement; and (ii) Liquid AI may utilize subcontractors in the performance of its obligations hereunder. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither Party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing Party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either Party to act with respect to a breach of this Agreement by the other Party shall not constitute a waiver and shall not limit such Party’s rights with respect to such breach or any subsequent breaches.