The agreement requires users to indemnify OpenAI and its affiliates against claims, liabilities, damages, and legal costs arising from the user's use of the services or violation of the terms.
This analysis describes what OpenAI's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This provision places financial liability on users for third-party claims that arise from their use of the services or their breach of the agreement, including OpenAI's legal costs in defending such claims.
Interpretive note: Enforceability of broad consumer indemnification clauses may be limited in EU/EEA and UK jurisdictions under applicable consumer protection law; enforceability in US jurisdictions depends on applicable state law.
Removed 'defend' obligation and 'licensors' from protected parties; removed 'violation of any rights of another' as a trigger for indemnification; slightly reorganized list of damages.
View full change record →This separate provision was consolidated into a renamed 'Indemnification Obligation' with narrower scope in the current version.
View full change record →Under this clause, users are responsible for covering OpenAI's legal costs and damages if a third party brings a claim related to how the user used the services or violated the terms. This obligation applies to any claim arising from user conduct on the platform.
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"You agree to indemnify and hold harmless OpenAI, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or relating to your use of the Services or your violation of these Terms.— Excerpt from OpenAI's OpenAI Business Terms
(1) REGULATORY LANDSCAPE: Broad indemnification clauses in consumer contracts may be subject to review under EU Directive 93/13/EEC as potentially unfair terms, particularly where they impose unlimited financial liability on consumers. In the UK, the Consumer Rights Act 2015 may limit the enforceability of indemnification clauses against consumers that are found to be unfair. The FTC may examine whether such clauses constitute unfair contract terms in consumer agreements. Relevant enforcement authorities include EU national consumer protection authorities, the UK CMA, and the FTC. (2) GOVERNANCE EXPOSURE: Medium. For individual consumers, the practical impact of this clause depends on whether user conduct generates third-party claims. For API operators, the clause is more operationally significant as the scope of potential third-party claims related to AI-generated outputs may be material. (3) JURISDICTION FLAGS: EU/EEA and UK consumers may have statutory defenses to broad indemnification obligations in consumer contracts. US consumers in states with strong consumer protection statutes may also have arguments against enforceability for broad indemnification terms. (4) CONTRACT AND VENDOR IMPLICATIONS: Operators building products on the OpenAI API should assess whether their own user agreements include analogous indemnification obligations from their end users, and whether their liability insurance covers claims arising from AI-generated content. (5) COMPLIANCE CONSIDERATIONS: Legal teams should assess whether the indemnification obligation is proportionate to the user's actual control over content outputs, given that AI-generated outputs may not be directly authored by the user. The interaction between this clause and OpenAI's content moderation and acceptable use policies should be reviewed.
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This provision places financial liability on users for third-party claims that arise from their use of the services or their breach of the agreement, including OpenAI's legal costs in defending such claims.
Under this clause, users are responsible for covering OpenAI's legal costs and damages if a third party brings a claim related to how the user used the services or violated the terms. This obligation applies to any claim arising from user conduct on the platform.
ConductAtlas has identified this type of provision across 20 platforms. See the full comparison.
No. ConductAtlas is an independent monitoring service. We are not affiliated with, endorsed by, or sponsored by OpenAI.