Terms of Service

1. Agreement to terms

These Terms of Service (“Terms”) form a legally binding agreement between you and IdonAI (“IdonAI,” “we,” “us,” or “our”) governing your access to and use of our websites, products, and services (collectively, the “Services”). These Terms are effective as of July 9, 2026 and were last updated on July 9, 2026.

By accessing or using the Services — including idonai.com, Quark at quark.idonai.com, documentation, model interfaces, waitlists, and any API or developer features we make available — you agree to these Terms. If you do not agree, do not use the Services.

If you use the Services on behalf of an organisation, you represent that you have authority to bind that organisation, and “you” includes that organisation. Additional enterprise terms, order forms, or data processing agreements may apply and will control over these Terms to the extent of a conflict for the covered subject matter.

2. Eligibility and accounts

You must be at least 16 years old (or the age of digital consent in your jurisdiction, if higher) to use the Services. If you are under the age of majority where you live, you may use the Services only with the involvement and consent of a parent or legal guardian who agrees to these Terms.

You must not use the Services if you are barred from doing so under applicable law, including export control or sanctions laws, or if we have previously suspended or terminated your access for breach.

Account responsibilities. When you create an account, you agree to:

• Provide accurate, current, and complete registration information
• Maintain the security of your credentials and notify us promptly of unauthorised use
• Accept responsibility for activities that occur under your account
• Not share account credentials in a way that circumvents plan limits, safety controls, or licensing restrictions
• Keep your contact information up to date so we can send security and service notices

We may refuse registration, reclaim usernames, or require additional verification where reasonably necessary for security, compliance, or abuse prevention. For account help, contact support@idonai.com.

Organisational accounts. If your organisation administers your access, that organisation may control your account, view usage associated with the workspace, and suspend or delete access. Your use may also be subject to your organisation’s internal policies.

3. Services description

IdonAI provides AI research and product offerings, which may include:

• Quark — our AI assistant product available at quark.idonai.com for conversation, coding help, and reasoning workflows
• Origin — our speed-oriented model path used within Quark and related interfaces
• NextGen — our deeper reasoning model path used within Quark and related interfaces
• Documentation, blogs, research materials, and developer resources on idonai.com and related domains
• Marketing sites, waitlists, demos, and support channels
• API access and API keys — currently under development and may be offered in limited preview before general availability

We may modify, suspend, or discontinue features, models, rate limits, or interfaces at any time, including for security, legal, capacity, or product reasons. We will endeavour to provide reasonable notice of material discontinuations of paid features where practicable.

Quark may automatically route tasks between Origin and NextGen, or allow you to select a model, depending on product configuration. Routing decisions are part of the Service and may change as we improve quality, latency, and cost efficiency.

4. License and acceptable use

Subject to these Terms, IdonAI grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for your personal or internal business purposes in accordance with documentation and your plan entitlements.

You must not, and must not attempt to:

• Use the Services for any illegal purpose or in violation of applicable law or regulation
• Generate, upload, or distribute child sexual abuse material, or content that exploits or endangers minors
• Develop, distribute, or assist with malware, ransomware, spyware, or other harmful code
• Conduct or facilitate cyberattacks, unauthorised intrusion, credential stuffing, or vulnerability exploitation against systems you do not own or lack permission to test
• Scrape, harvest, or bulk-extract data from the Services in a manner that abuses infrastructure, bypasses rate limits, or violates robots/access controls
• Circumvent, disable, or interfere with safety systems, content filters, authentication, billing, or usage metering
• Reverse engineer, decompile, or attempt to extract model weights, training data, or proprietary algorithms except to the limited extent non-waivable law permits
• Use the Services to impersonate individuals or organisations, or to create deceptive deepfakes intended to cause harm, fraud, or election interference
• Use the Services for high-risk activities where failure could lead to death, personal injury, or severe environmental or financial harm without appropriate human oversight, domain expertise, and compliance with sectoral law (including medical diagnosis, legal representation, aviation, critical infrastructure control, and autonomous weapons)
• Spam, phish, or engage in social-engineering attacks using outputs or accounts
• Infringe intellectual property, privacy, or publicity rights of others
• Resell, sublicense, or provide the Services as a competing hosted AI service except as expressly permitted in a written agreement
• Misrepresent outputs as solely human-generated where disclosure is required by law or platform policy
• Use the Services in a manner that overloads or disrupts our infrastructure or other users’ access

We may investigate suspected violations and may remove content, limit features, suspend accounts, or report activity to law enforcement where appropriate. You agree to cooperate reasonably with investigations into misuse.

Fair use. Free and promotional tiers may be subject to fair-use limits, including rate limits, context limits, and anti-abuse controls. We may throttle or suspend accounts that impose disproportionate load or appear automated in ways inconsistent with the intended product experience.

5. AI output disclaimer

The Services use probabilistic machine learning systems. Outputs may be inaccurate, incomplete, outdated, biased, offensive, or otherwise unsuitable. Models may “hallucinate” facts, citations, code behaviour, or legal/medical conclusions.

You are solely responsible for reviewing, validating, and deciding whether and how to use any output. You must not rely on outputs as the sole source of truth for decisions with material consequences without independent verification by a qualified human.

• No professional advice: Outputs are not legal, medical, financial, accounting, engineering, or other professional advice
• No warranty of fitness: Outputs are not guaranteed to be correct, secure, non-infringing, or fit for a particular purpose
• Code and technical content: You must review generated code for security, licensing, and correctness before deployment
• Citations and sources: Do not assume that cited sources exist or support the stated claim without checking
• Human oversight: For regulated or high-stakes use cases, maintain human review and compliance processes

6. User content and inputs

“User Content” means prompts, messages, files, feedback, and other materials you submit to the Services, as well as outputs generated for you in response (to the extent ownership is allocated below).

Licence to IdonAI. You retain any ownership rights you have in inputs you submit. You grant IdonAI a worldwide, non-exclusive licence to host, process, transmit, display, and otherwise use User Content as necessary to provide, maintain, secure, and improve the Services, to prevent abuse, and to comply with law — consistent with our Privacy Policy and Section 6 of that Policy regarding AI processing.

Ownership of outputs. As between you and IdonAI, and to the extent permitted by applicable law, you own the outputs the Services generate for you in response to your inputs, subject to:

• These Terms and your compliance with them
• Third-party rights that may exist in underlying data, styles, trademarks, or copyrighted works reflected in outputs
• IdonAI’s ownership of the Services, models, software, and pre-existing IP (outputs do not transfer ownership of our models or platform)
• The possibility that similar or identical outputs may be generated for other users

Your responsibilities. You represent and warrant that you have all rights necessary to submit User Content and that your User Content and use of outputs will not violate law or third-party rights. You must not submit content you are not authorised to process.

IdonAI IP. IdonAI and its licensors own all right, title, and interest in and to the Services, including Quark, Origin, NextGen, software, documentation, trademarks, model architectures, weights, and branding. No rights are granted except as expressly stated in these Terms.

Feedback. If you provide suggestions or feedback, you grant IdonAI a perpetual, irrevocable, royalty-free licence to use that feedback without restriction or obligation to you.

7. API keys and credentials

API access and API keys are under development. When we make API credentials available (including in private preview, beta, or general availability), the following terms apply unless a separate API agreement states otherwise.

• Keys are confidential credentials issued to your account; you must store them securely and not embed them in public repositories or client-side code
• You are responsible for all usage associated with your keys, including usage by employees, contractors, or systems you authorise
• We may rotate, revoke, or rate-limit keys for security, abuse prevention, non-payment, or Terms violations
• You must promptly revoke compromised keys and notify us of suspected unauthorised access at security@idonai.com
• API request content is processed to provide inference and related services; default training practices for customer API content are described in our Privacy Policy
• Preview API features may change, break, or be withdrawn without the same stability commitments as generally available APIs

We may publish additional API documentation, service levels, and acceptable-use rules. Those documents form part of these Terms when you use the API.

8. Fees, billing, and taxes

Some Services are offered free of charge; others require payment. Current pricing, plan features, and calculators (where available) are described on our pricing page at /pricing. Enterprise pricing may be custom and set out in an order form or master agreement.

By purchasing a paid plan, you agree to:

• Pay all applicable fees, including recurring subscription charges where selected
• Provide accurate billing information and keep it current
• Authorise us and our payment processors to charge your selected payment method
• Pay applicable taxes, duties, and government charges, except taxes based on IdonAI’s net income

Changes to pricing. We may change prices prospectively with notice as required by law or as stated on the pricing page or in your order form. Continued use after the effective date of a price change constitutes acceptance of the new price for subsequent billing periods, except where mandatory consumer law provides otherwise.

Invoices, usage-based charges, overages, and refunds (if any) are governed by the plan terms presented at purchase and any enterprise agreement. Unless required by law or expressly stated, fees are non-refundable.

Non-payment. We may suspend or terminate access for overdue amounts, after reasonable notice where required. You remain responsible for fees incurred before suspension.

9. Free, beta, and preview features

We may offer free tiers, trials, alpha/beta features, research previews, or experimental model variants (“Preview Features”). Preview Features are provided for evaluation and may be unstable, incomplete, or inaccurate.

• Preview Features may be modified or discontinued at any time without liability
• Service levels, uptime commitments, and support response times (if any) may not apply to Preview Features
• Confidentiality obligations may apply to unreleased Preview Features labelled as confidential
• We may impose additional eligibility, usage caps, or feedback requirements
• Data handling for Preview Features may differ; review in-product notices and the Privacy Policy

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PREVIEW FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. This statement does not exclude non-excludable guarantees under the Australian Consumer Law.

10. Intellectual property

The Services, including all software, models, interfaces, text, graphics, logos, and documentation, are owned by IdonAI or its licensors and are protected by intellectual property laws. “IdonAI,” “Quark,” “Origin,” “NextGen,” and related marks are trademarks of IdonAI or its affiliates. You may not use our marks without prior written permission, except for truthful factual references.

Except for the limited licence in Section 4 and output ownership allocation in Section 6, these Terms do not grant you any right to IdonAI’s intellectual property. You must not remove proprietary notices from materials we provide.

If you believe content on the Services infringes your intellectual property rights, see Section 19 (DMCA / IP complaints) and contact legal@idonai.com.

11. Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including unpublished product plans, security details, non-public pricing, and enterprise customer data.

Each party agrees to use the other party’s Confidential Information only to perform under these Terms and to protect it with at least reasonable care. Confidential Information does not include information that is public through no fault of the recipient, independently developed, or rightfully received from a third party without confidentiality duties.

Disclosure required by law is permitted if the receiving party gives reasonable prior notice (where legally permitted) and reasonable cooperation to seek protective treatment.

12. Privacy

Our collection and use of personal information is described in our Privacy Policy at /legal/privacy. By using the Services, you acknowledge that Policy. For privacy requests, contact privacy@idonai.com.

If you process personal information of others using the Services (for example, uploading customer data into Quark), you are responsible for providing any required notices and obtaining any required consents, and for ensuring your use complies with applicable privacy and data-protection laws.

13. Third-party services

The Services may interoperate with or link to third-party websites, authentication providers, payment processors, cloud infrastructure, open-source components, or integrations. Third-party services are governed by their own terms and privacy policies. IdonAI is not responsible for third-party services and does not warrant their availability, security, or accuracy.

If you enable a third-party integration, you authorise us to exchange relevant data with that third party as needed to provide the integration. You should review permissions carefully before connecting external accounts.

14. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IDONAI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT OUTPUTS WILL BE ACCURATE OR RELIABLE.

Some jurisdictions do not allow certain warranty exclusions. In particular, nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy under the Australian Consumer Law (ACL) or other laws that cannot be excluded. See Section 15.

We do not claim completed industry certifications in these Terms. Any assurance programs (for example, SOC 2 Type II) that are in progress will be described accurately on our Security page and must not be treated as completed certifications until formally issued.

15. Limitation of liability

Australian Consumer Law. If you are a consumer under the ACL, you may have non-excludable guarantees regarding the supply of goods or services. Nothing in these Terms excludes, restricts, or modifies those guarantees, rights, or remedies. Where our liability for breach of a non-excludable guarantee can be limited under the ACL, our liability is limited — at our option — to resupplying the services or paying the cost of resupply, or to repairing/replacing goods or paying the cost of repair/replacement, as applicable.

Subject to the ACL carve-out and other non-excludable laws:

• IdonAI and its affiliates, officers, employees, and agents will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages; loss of profits, revenue, goodwill, data, or business opportunities; or cost of substitute services — whether based in contract, tort (including negligence), statute, or otherwise — even if advised of the possibility of such damages
• IdonAI’s aggregate liability arising out of or relating to the Services or these Terms will not exceed the greater of (a) the amounts you paid to IdonAI for the Services giving rise to the claim in the twelve (12) months before the event giving rise to liability, or (b) AUD $100 if you have not paid any amounts

These limitations apply to the fullest extent permitted by law and survive termination of these Terms. They do not limit liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence where such limitation is prohibited, or any other liability that cannot be limited under applicable law (including non-excludable ACL rights).

16. Indemnity

To the maximum extent permitted by law, you agree to indemnify, defend, and hold harmless IdonAI and its affiliates, officers, directors, employees, agents, and partners from and against any claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your User Content or your use of outputs
• Your breach of these Terms or acceptable-use rules
• Your violation of applicable law or third-party rights
• Your use of the Services in high-risk contexts without appropriate human oversight and compliance controls
• Unauthorised use of your account or API credentials due to your failure to safeguard them

We may assume exclusive defence of any matter subject to indemnification; you agree to cooperate and not settle any claim that imposes obligation on IdonAI without our prior written consent.

17. Suspension and termination

You may stop using the Services at any time and may close your account through available account settings or by contacting support.

We may suspend or terminate your access immediately if:

• You breach these Terms or our acceptable-use rules
• Your use poses a security, legal, or operational risk to IdonAI or others
• Required by law or a governmental request
• You fail to pay fees when due
• We discontinue the Services or a material portion of them

Where practicable and legally permitted, we will provide notice of suspension or termination to the email associated with your account. For support regarding account status, contact support@idonai.com.

Effect of termination. Upon termination, your licence to use the Services ends. Provisions that by their nature should survive (including ownership, disclaimers, liability limits, indemnity, governing law, and confidentiality) will survive. We may delete or de-identify account data in accordance with our Privacy Policy, subject to legal retention requirements.

18. Export controls and sanctions

You must comply with all applicable export control, sanctions, and trade laws, including those of Australia, the United States, the United Kingdom, and the European Union, to the extent they apply to your use of the Services.

You represent that you are not:

• Located in, ordinarily resident in, or organised under the laws of a comprehensively sanctioned jurisdiction
• Identified on any applicable denied-party, blocked-person, or similar restricted list
• Using the Services for prohibited end uses, including proliferation of weapons of mass destruction or military end uses where restricted

You must not export, re-export, or provide access to the Services to restricted parties or for restricted purposes. We may suspend access to comply with sanctions or export requirements.

19. DMCA / IP complaints

IdonAI respects intellectual property rights and expects users to do the same. If you believe that material available through the Services infringes your copyright or other IP rights, please send a notice to legal@idonai.com including:

1. Your physical or electronic signature (or that of an authorised agent)
2. Identification of the copyrighted work or IP right claimed to be infringed
3. Identification of the material claimed to be infringing and information reasonably sufficient to locate it
4. Your contact information (address, telephone number, and email)
5. A statement that you have a good-faith belief that use of the material is not authorised by the rights holder, its agent, or the law
6. A statement that the information in the notice is accurate, and under penalty of perjury (where applicable) that you are authorised to act on behalf of the rights holder

We may remove or disable access to allegedly infringing material and, in appropriate circumstances, terminate repeat infringers’ accounts. If your material was removed and you believe it was a mistake, you may send a counter-notice to the same address with information sufficient for us to assess the dispute.

20. Changes to terms

We may update these Terms from time to time. The “last updated” date (currently July 9, 2026) indicates the latest revision. For material changes, we will post the updated Terms on this page and, where required by law or appropriate, provide additional notice (such as email or in-product notice).

Except where mandatory law requires otherwise, updated Terms become effective on the stated effective date. If you continue to use the Services after the effective date, you agree to the updated Terms. If you do not agree, you must stop using the Services and close your account.

21. Governing law and disputes

These Terms are governed by the laws of New South Wales, Australia, without regard to conflict-of-law principles that would require application of another jurisdiction’s laws.

Subject to any non-excludable consumer rights and any mandatory venue protections that apply to you, the parties submit to the exclusive jurisdiction of the courts of New South Wales, Australia to resolve disputes arising out of or relating to these Terms or the Services.

Before filing a formal claim, you agree to attempt to resolve the dispute informally by contacting us and allowing a reasonable period for good-faith discussion, except where urgent injunctive relief is needed or where waiting would prejudice your rights.

Informal dispute notices may be sent to legal@idonai.com. Nothing in this section limits your right to lodge a complaint with a regulator (including under Australian consumer or privacy law) where that right cannot be waived.

22. General

Severability. If any provision of these Terms is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate reorganisation, or sale of assets, or to an affiliate. Any attempted assignment in violation of this section is void.

Entire agreement. These Terms, together with any applicable order forms, enterprise agreements, and policies expressly incorporated by reference (including the Privacy Policy), constitute the entire agreement between you and IdonAI regarding the Services and supersede prior or contemporaneous agreements on the same subject. Additional product-specific terms may apply.

Waiver. Failure to enforce a provision is not a waiver of the right to enforce it later. Any waiver must be in writing and signed by the waiving party to be effective.

Notices. We may provide notices via email, in-product messages, or by posting to the Services. You may provide legal notices to us at the contact addresses in Section 23. Notices are deemed given when sent (email), posted, or actually received, whichever applies.

Relationship. These Terms do not create a partnership, joint venture, employment, or agency relationship. You and IdonAI are independent contractors.

Force majeure. Neither party is liable for delays or failures due to events beyond reasonable control, including natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labour, or materials — provided the affected party uses reasonable efforts to mitigate.

Interpretation. Headings are for convenience only. “Including” means “including without limitation.” References to “sections” are to sections of these Terms.

23. Contact

Questions about these Terms may be directed to:

IdonAI — Website: https://idonai.com — Quark: quark.idonai.com. Effective date: July 9, 2026.