Terms of Service

1.Definitions

“Ares,” “we,” “us,” and “our” mean Ares Product Development Services.

“Services” means Ares websites, software, applications, application programming interfaces, AI coding features, developer tools, documentation, support, and related services.

“Inputs” means any code, prompts, files, repositories, documents, conversations, instructions, data, or other content you submit, upload, connect, or otherwise provide to the Services.

“Outputs” or “Suggestions” means any code, text, explanations, recommendations, commands, configurations, documentation, or other material generated by the Services in response to your Inputs.

“Content” means, collectively, your Inputs and the resulting Outputs.

“Customer Data” means your Content and any personal information, account information, or other data submitted to or collected through the Services by or on behalf of you.

“Aggregated Data” means information derived from use of the Services that has been aggregated, anonymized, or de-identified so that it cannot reasonably identify you or another person or be used to reconstruct your Inputs or Outputs.

“Model” means any artificial intelligence, machine-learning, language, image, code-generation, embedding, reranking, or other computational model made available through the Services.

“Model Provider” means a third party that develops, hosts, operates, or makes a Model available through the Services.

“Provider Terms” means the then-current terms of service, acceptable-use policies, model licenses, usage restrictions, eligibility requirements, and other binding rules imposed by a Model Provider for access to or use of its Models.

2.Eligibility and intended users

Ares is intended for users in jurisdictions where the Services may lawfully be offered, including the United States, Canada, the United Kingdom, and the European Union.

You must be at least 18 years old and legally able to enter into a binding agreement to use the Services.

You are responsible for using the Services in compliance with applicable law, including intellectual property laws, privacy laws, export controls, sanctions rules, security obligations, and platform-specific restrictions.

Our Services include generative AI features. For users in the European Union, we provide transparency required by applicable AI laws, including that Outputs are AI-generated and may require human review before use.

3.License and permitted use

Subject to your compliance with these terms, Ares grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services, including AI coding features.

You may use the Services and Outputs for personal and commercial purposes, including building, testing, maintaining, and deploying your own software projects, internal business tools, and customer projects.

Commercial use is allowed. You may use, modify, and distribute Outputs as part of your own software projects, subject to these terms and your responsibility to review, test, secure, and validate those Outputs before use.

4.Restrictions and prohibited uses

• You may not resell, rent, lease, sublicense, or redistribute the Services as a standalone product.
• You may not resell or redistribute Outputs as a standalone dataset, code-generation product, or prompt-to-code product.
• You may not use the Services to build, train, benchmark, improve, or operate a competing AI coding assistant or substantially similar service.
• You may not attempt to extract, copy, scrape, reverse engineer, decompile, disassemble, discover, or distill the underlying models, model weights, system prompts, source code, infrastructure, or non-public functionality of the Services.
• You may not interfere with, disrupt, overload, abuse, probe, scan, or test the vulnerability of the Services except through an authorized security program approved by Ares in writing.
• You may not bypass usage limits, authentication, rate limits, access controls, security controls, or billing controls.
• You may not submit malware, malicious code, exploit payloads, or instructions intended to compromise systems, unless submitted in a lawful defensive security context that you are authorized to test.
• You may not submit data subject to special regulatory regimes, including HIPAA-protected health information, PCI-DSS payment card data, GLBA-regulated financial information, classified information, or controlled technical data subject to export restrictions, unless Ares has approved that use in writing.
• You may not submit passwords, private keys, access tokens, production secrets, or credentials unless doing so is strictly necessary for your authorized use and you have taken appropriate steps to limit exposure.
• You may not use the Services in violation of applicable law, third-party rights, open-source license obligations, employment obligations, confidentiality obligations, or contractual restrictions.

5.Your responsibilities for AI Outputs

You are solely responsible for reviewing, testing, validating, securing, and approving all Outputs before using, publishing, deploying, or relying on them.

Outputs may contain errors, bugs, hallucinations, security vulnerabilities, outdated dependencies, license conflicts, incorrect assumptions, or code that does not work as intended.

You are responsible for determining whether Outputs are appropriate for your use case, compatible with your codebase, compliant with applicable licenses and laws, and safe for production.

You should not rely on the Services as your sole source for legal, security, compliance, financial, medical, safety-critical, or other professional advice.

6.Inputs, Outputs, and ownership

As between you and Ares, you retain all rights, title, and interest in your Inputs.

To the extent Ares has any rights, title, or interest in Outputs generated for you, Ares assigns those rights to you, subject to these terms and applicable law.

You may use, modify, publish, and distribute Outputs as part of your own software projects, including commercial projects.

Outputs may be similar or identical to outputs, suggestions, code patterns, or recommendations provided to other users. Ares does not grant you exclusive rights in any Output.

You are responsible for ensuring that your Inputs and your use of Outputs do not infringe, misappropriate, or violate any third-party rights.

7.Use of Customer Data and prohibition on model training

Ares does not use Customer Data or Aggregated Data as training data to train, retrain, fine-tune, distill, develop, or otherwise update the weights or parameters of any artificial intelligence or machine-learning model. Ares does not sell, license, or disclose Customer Data or Aggregated Data to another person for any such model-training purpose.

You grant Ares a limited, worldwide, royalty-free license to host, copy, process, transmit, display, and otherwise use Customer Data solely as necessary to provide, operate, secure, maintain, support, troubleshoot, enforce, and comply with legal obligations relating to the Services and to analyze and improve Ares’s own products and services.

Ares will not use Customer Data to improve a third party’s products or services. Transmitting Inputs to a Model Provider solely to generate Outputs for you does not constitute improving that Model Provider’s products or services.

Ares may use Customer Data for internal product improvement activities such as evaluating feature performance, diagnosing errors, preventing fraud or abuse, improving routing and user experience, and providing customer support, provided that Customer Data is not used as training data for an artificial intelligence or machine-learning model.

Ares may use Aggregated Data to measure and improve the reliability, security, performance, functionality, and user experience of Ares’s own products and services, but not to train, retrain, fine-tune, distill, develop, or otherwise update the weights or parameters of an artificial intelligence or machine-learning model.

Access to Customer Data by Ares personnel and service providers will be limited to persons who require access for an authorized purpose and who are subject to appropriate confidentiality and data-protection obligations.

If you voluntarily provide feedback, suggestions, bug reports, feature requests, or other feedback that you clearly designate as feedback, you grant Ares permission to use that feedback to operate and improve Ares’s products and services without restriction or compensation to you. Ares will not use Customer Data included in feedback as model-training data.

Ares may retain, preserve, or disclose Customer Data when reasonably necessary to comply with applicable law, respond to valid legal process, enforce these terms, investigate fraud or abuse, protect the security or rights of Ares, users, or third parties, or establish, exercise, or defend legal claims. Additional information about retention and deletion is provided in the Privacy Policy.

8.Information collected and privacy

Use of the Services may involve submitting Inputs such as code, prompts, files, repositories, documents, test data, technical metadata, and related materials that are processed by AI models and service providers.

We may collect and process personal and technical information described in our Privacy Policy, including your name, email address, company details, authentication information, usage telemetry, support communications, Inputs, and Outputs.

Our Privacy Policy explains how we collect, use, share, retain, and protect information and describes choices and rights that may be available to you.

9.Models, Model Providers, and third-party services

The Services may allow you to access Models developed, hosted, or operated by Model Providers. Ares may route your request to a Model Provider you select or to a Model Provider selected through automatic routing, availability, performance, privacy, safety, or other service settings.

By accessing or using a Model through the Services, you agree to comply with the Provider Terms applicable to that Model and Model Provider in addition to these terms. Applicable Provider Terms may be identified in the Services, model documentation, provider documentation, account interface, or other notices made available by Ares.

You are responsible for reviewing the applicable Provider Terms before accessing or using a Model and for determining whether those Provider Terms permit your intended use of the Model, Inputs, and Outputs. You may not access or use a Model if you do not agree to its applicable Provider Terms.

You must ensure that each employee, contractor, customer, agent, or other person whom you authorize to access a Model through your account, API key, application, product, or integration complies with these terms and the applicable Provider Terms. You are responsible for their acts and omissions relating to the Services to the same extent as if they were your own.

Provider Terms may be modified, supplemented, or replaced by the applicable Model Provider. Your continued access to or use of the affected Model after updated Provider Terms become applicable constitutes your acceptance of those updated Provider Terms. If you do not agree to updated Provider Terms, you must stop using the affected Model.

These terms govern your relationship with Ares. The applicable Provider Terms govern your access to and use of the applicable Model to the extent required by the Model Provider. You must comply with both sets of terms. If a conflict makes it impossible to comply with both, you must not use the affected Model and should contact Ares for assistance.

A violation of applicable Provider Terms is a violation of these terms and may result in restriction, suspension, or termination of access to the affected Model or the Services.

Ares will route Customer Data only to Model Providers whose applicable agreements, policies, and technical settings prohibit using that Customer Data as training data to train, retrain, fine-tune, distill, develop, or otherwise update the weights or parameters of an artificial intelligence or machine-learning model.

Model Providers may process Customer Data as necessary to generate Outputs and may retain limited information for security, abuse prevention, legal compliance, or other purposes disclosed in the Privacy Policy. Ares’s no-training commitment does not prohibit processing necessary to generate Outputs, provided that Customer Data is not used as model-training data.

Provider Terms do not expand Ares’s rights to use Customer Data beyond the rights stated in these terms and the Privacy Policy.

Ares may also link to or integrate with authentication providers, analytics providers, hosting providers, payment providers, infrastructure providers, and other vendors that help operate the Services. Third-party websites and services may be governed by their own terms, privacy policies, and security practices.

Ares does not control and is not responsible for third-party websites, products, services, content, availability, or practices except to the extent required by applicable law.

10.Ares intellectual property

Ares and its licensors retain all rights, title, and interest in the Services, including software, platform features, workflows, interfaces, models, systems, documentation, branding, visual assets, trademarks, service marks, logos, text, and related intellectual property.

No rights are granted to you except the limited right to access and use the Services under these terms.

You may not copy, reproduce, modify, adapt, translate, republish, upload, post, transmit, distribute, sublicense, sell, reverse engineer, decompile, disassemble, or commercially exploit any part of the Services except as expressly permitted by these terms or approved by Ares in writing.

All goodwill arising from use of Ares trademarks belongs exclusively to Ares.

11.DMCA notices

If you are a copyright owner or authorized agent and believe material on the Services infringes your copyright, you may submit a notice under the Digital Millennium Copyright Act with the information required by 17 U.S.C. 512(c)(3).

DMCA notices may be sent to DMCA@askares.com.

Please be aware that you may be liable for damages and attorneys’ fees if you knowingly materially misrepresent that material or activity is infringing.

12.Age restriction

The Services are not intended for children under 18. By using Ares, you represent that you are at least 18 years old and fully able and competent to enter into and comply with these terms.

If you are under 18 years old, you may not access or use the Services.

13.Beta and experimental features

Ares may offer beta, preview, experimental, or early-access features, including AI models and coding tools that are still being tested or refined.

Beta and experimental features may be changed, limited, suspended, discontinued, or made generally available at any time without notice.

Beta and experimental features may be less reliable than generally available features and should not be used in production or safety-critical environments without independent review and testing.

14.Suspension and termination

We may restrict, suspend, or terminate your access to a Model or the Services, with or without prior notice, if we reasonably believe that you or a person using the Services through your account, API key, application, product, or integration violated these terms or applicable Provider Terms, created legal or security risk, infringed third-party rights, failed to pay amounts owed, or used the Services improperly.

We may restrict or suspend access to a particular Model when requested by its Model Provider, when necessary to comply with applicable Provider Terms, or when the Model is no longer available or authorized for your location, organization, account, or intended use.

We may also suspend or limit access to protect the Services, users, Model Providers, other third parties, infrastructure, security, or legal compliance or to investigate suspected fraud, abuse, unauthorized access, or other misconduct.

Where reasonably practicable and legally permitted, we may provide notice of the reason for a restriction, suspension, or termination and an opportunity to contact us. We are not required to provide advance notice when immediate action is reasonably necessary to prevent harm, address legal or security risk, comply with a Model Provider requirement, or protect the Services or another person.

Upon termination, your right to use the Services ends immediately. Sections that by their nature should survive termination will survive, including ownership, confidentiality-related obligations, restrictions, Provider Terms obligations relating to prior use, disclaimers, limitations of liability, indemnification, dispute resolution, and payment obligations.

15.AI-specific disclaimers

AI features are subject to inherent limitations. Outputs may be inaccurate, incomplete, biased, insecure, outdated, unsuitable for your project, or inconsistent with your instructions.

AI models can hallucinate, generate plausible but incorrect code, misunderstand project context, recommend unsafe patterns, or reproduce code patterns that appear elsewhere.

Ares does not warrant that any Output is correct, secure, complete, production-ready, non-infringing, free from open-source license obligations, or suitable for any particular purpose.

You are solely responsible for reviewing, testing, securing, and validating all Outputs before use, including by running appropriate tests, dependency checks, license reviews, code reviews, and security reviews.

16.General disclaimers

The Services are provided on an “as is” and “as available” basis and with all faults.

To the fullest extent permitted by law, Ares disclaims all warranties, express, implied, statutory, or otherwise, including warranties of title, non-infringement, accuracy, completeness, merchantability, fitness for a particular purpose, uninterrupted availability, security, reliability, and any warranties arising from course of dealing, course of performance, or usage of trade.

Ares does not warrant that the Services will be uninterrupted, error-free, secure, current, complete, free of viruses or harmful components, or that any problems will be corrected.

You assume all responsibility and risk for your use of the Services, Inputs, Outputs, and any reliance on information or materials made available through the Services.

17.Limitation of liability

To the fullest extent permitted by law, Ares and its affiliates, members, officers, employees, contractors, consultants, agents, successors, and assigns will not be liable for indirect, incidental, consequential, special, exemplary, punitive, or other damages, including lost profits, lost savings, loss of data, loss of goodwill, business interruption, security incidents, or cost of substitute services.

Ares will not be liable for damages arising from or relating to Outputs, your use of Outputs, third-party services, unauthorized access, loss of data, inaccuracies, incompleteness, or alleged infringement caused by your Inputs or use of the Services.

To the fullest extent permitted by law, Ares’s aggregate liability for all claims arising out of or relating to the Services or these terms will not exceed the greater of the total fees you paid to Ares for the Services in the six months preceding the claim or one hundred U.S. dollars ($100).

The limitations in this section apply regardless of the legal theory, whether based in contract, tort, negligence, strict liability, warranty, statute, or otherwise, and even if Ares has been advised of the possibility of such damages.

18.Indemnification

To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Ares and its affiliates, members, officers, employees, contractors, consultants, agents, successors, and assigns from and against third-party claims, damages, losses, liabilities, judgments, settlements, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to your use of the Services or Models, your Inputs, your use or distribution of Outputs, your breach of these terms or applicable Provider Terms, your violation of law or third-party rights, or your negligence, fraud, or willful misconduct.

Ares will provide reasonably prompt notice of an indemnified claim and reasonable cooperation, at your expense. You may not settle a claim in a manner that admits wrongdoing by Ares, imposes liability or obligations on Ares, or restricts Ares’s operations without Ares’s prior written consent.

19.Changes to the Services or terms

We may update, modify, suspend, or discontinue the Services or any part of them at any time.

We may update these terms from time to time. Changes will be effective when posted or otherwise communicated unless a later effective date is stated.

Your continued use of Ares after updated terms become effective constitutes acceptance of the updated terms.

You should review these terms and our Privacy Policy periodically to stay informed of the current terms that apply to your use of the Services.

20.Dispute resolution and governing law

Any controversy or claim arising out of or relating to these terms or the Services will, upon written request of either party, be submitted first to mediation and, if unresolved, to binding arbitration, unless applicable law requires otherwise.

Mediation and arbitration will be administered under the applicable rules of the American Arbitration Association for commercial disputes unless the parties agree otherwise.

These terms are governed by the laws of the United States and the State of Texas, without regard to conflict-of-law principles.

Harris County, Texas is the exclusive forum for any mediation, arbitration, litigation, or dispute resolution not otherwise required to proceed in another forum by applicable law.

21.Class action waiver

To the maximum extent permitted by applicable law, you and Ares agree to bring disputes only in an individual capacity and not as a plaintiff, claimant, class member, or representative in any class, collective, consolidated, private attorney general, or representative action.

An arbitrator may not consolidate more than one person’s claims or preside over any class, collective, consolidated, or representative proceeding unless all parties expressly agree in writing.

22.Assignment, waiver, and severability

You may not assign, transfer, delegate, or sublicense these terms or any rights or obligations under them without Ares’s prior written consent. Any attempted assignment in violation of this section is void.

Ares may assign, transfer, or delegate these terms or any rights or obligations under them in its sole discretion.

No delay or failure to enforce any provision will operate as a waiver of that provision or any other provision.

If any provision of these terms is found unlawful, void, or unenforceable, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions.

23.Entire agreement

These terms, together with the Privacy Policy and any additional terms that expressly apply to specific Services, constitute the entire agreement between you and Ares regarding the Services and supersede all prior or contemporaneous agreements, understandings, and communications regarding the Services.

24.Contact

• Legal: legal@askares.com
• DMCA: DMCA@askares.com
• Mailing address: Ares Product Development Services, 945 McKinney St #640, Houston, TX 77002