127 Total

Key Facts · in the document’s own words

Is Customer responsible and liable for all acts and omissions of its Affiliates that access the Services in connection with the Agreement?
“Customer will be responsible and liable for all acts and omissions of its Affiliates that access the Services in connection with this Agreement.”
Version CA-V-005893, captured Aug. 19, 2026 · live source ↗
Our reading, not the document’s words
OpenAI requires Customer to be responsible and liable for all acts and omissions of its Affiliates that access the Services in connection with the Agreement.
What does OpenAI assign to Customer?
“(b) owns all Output. OpenAI hereby assigns to Customer all OpenAI's right, title, and interest, if any, in and to Output.”
Version CA-V-005893, captured Aug. 19, 2026 · live source ↗
Our reading, not the document’s words
OpenAI assigns to Customer all of OpenAI's right, title, and interest, if any, in and to Output.
Who has sole responsibility for ensuring that the use of the Services complies with applicable trade laws?
“Customer is solely responsible for ensuring that its use of the Services complies with applicable trade laws, including sanctions and export control laws.”
Version CA-V-005893, captured Aug. 19, 2026 · live source ↗
Our reading, not the document’s words
OpenAI places sole responsibility on Customer for ensuring that its use of the Services complies with applicable trade laws, including sanctions and export control laws.
What notice must Customer provide to terminate the Agreement?
“Within five business days of receipt of this notice, Customer may choose to terminate the Agreement by providing thirty days written notice.”
Version CA-V-005893, captured Aug. 19, 2026 · live source ↗
Our reading, not the document’s words
OpenAI gives Customer the right to terminate the Agreement by providing thirty days' written notice, exercisable within five business days of receipt of a notice of material service reduction.
What damages are excluded under the Agreement?
“NEITHER CUSTOMER NOR OPENAI OR EITHER PARTY'S AFFILIATES OR LICENSORS WILL BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST...”
Version CA-V-005893, captured Aug. 19, 2026 · live source ↗
Our reading, not the document’s words
OpenAI excludes liability of both parties, their Affiliates, and licensors for indirect, punitive, incidental, special, consequential, or exemplary damages under the Agreement.
Are all fees non-refundable?
“Fees are non-refundable except as required by law or as otherwise specifically permitted in the Agreement.”
Version CA-V-005893, captured Aug. 19, 2026 · live source ↗
Our reading, not the document’s words
OpenAI makes all fees non-refundable except as required by law or as otherwise specifically permitted in the Agreement.
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Summary
Generated by a model from the captured document; not read by a person

This agreement sets the rules for businesses using OpenAI's services: you own the outputs OpenAI generates for you, but you are responsible for everything your affiliates do under your account and for ensuring your use complies with trade and sanctions laws. If you have a dispute with OpenAI, it must go to binding arbitration rather than court, and the most you can recover is what you paid OpenAI in the past twelve months. Fees are non-refundable by default, and if you agreed to a minimum spending commitment, you are bound to it.

Analysis

The OpenAI Business Terms establish the contractual framework governing Customer access to and use of OpenAI's Services, including reciprocal liability limitations and exclusions, a mandatory binding arbitration requirement covering all Disputes including those predating the Agreement, and a mutual exclusion of indirect, punitive, and consequential damages. OpenAI assigns to Customer all rights it holds, if any, in generated Output, while Customer bears sole responsibility for Affiliate conduct, trade-law and sanctions compliance, and the acts of any entities accessing the Services under its Agreement. Key financial terms include non-refundable fees, non-cancellable minimum commitments except as required by law, a liability cap tied to twelve months of prior spend, and an OpenAI obligation to indemnify Customer against third-party intellectual property infringement claims relating to the Services. OpenAI may limit or suspend Customer access on three independent grounds—legal requirement, Agreement or Policy violation, or necessity to prevent harm—and will delete Customer Content within thirty days of termination subject to two defined exceptions.

What this means for you

Business customers using OpenAI's Services under these terms are bound to resolve all disputes—including those that arose before signing—through final and binding arbitration, with maximum recoverable damages capped at twelve months of prior fees and no recovery available for lost profits or other consequential losses. Customers are fully liable for their affiliates' conduct and solely responsible for trade-law compliance. If OpenAI notifies a customer of a material service reduction, that customer may terminate the Agreement by providing thirty days' written notice, but must do so within five business days of receiving OpenAI's notice or that specific termination right lapses. After termination, OpenAI will delete all Customer Content within thirty days unless legally required to retain it or the customer has agreed otherwise in writing.

Institutional Analysis
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Featured provisions
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Complete Provision Index

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127 provisions
12 featured
21 clause types
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Archival ProvenanceSource & Archival Record
This version captured August 19, 2026 00:04 UTC
Last successful capture October 15, 2026 00:02 UTC
Date stated by the document January 1, 2026 (as printed in this version)
Capture Method Automated scheduled archival capture
Document ID CA-D-000755
Version ID CA-V-005893
SHA-256 (extracted text, extractor v5) 1cc366f826c69516bc259f5ee292276978dd55241531317edd17557ff0a256bf
✓ Snapshot stored Archived-bytes anchor not yet recorded

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