OpenAI Business Terms

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.

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.

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.