1. About these Terms

These Terms are an agreement between you and Idyl Labs, Inc., a Delaware corporation. They apply to IDYL Computer and the websites, console, APIs, command-line tools, and SDKs we provide for it (the Service).

You accept these Terms when you create an Account or otherwise agree to them. If you accept on behalf of an organization, you confirm that you can bind it and that the organization is the customer under these Terms.

Section 21 provides for individual arbitration and a class action waiver where permitted by law. It also explains how to opt out within 30 days.

Our Privacy Policy describes how we handle personal information.

2. Creating and securing your Account

You must be at least 18 and able to enter into this agreement. Use an email address you control and keep it up to date. An email address can own one Account. Disposable email addresses cannot be used to create an Account.

You are responsible for activity under your Account, including by people you authorize and through keys you issue. Keep your sign-in details and keys secure. Contact us promptly if you suspect unauthorized access.

3. Starting a free trial

Each eligible person can start one free trial without a payment card. The trial ends when you use the included allowance or 14 days after sign-up, whichever comes first. The allowance covers up to 50 hours on a Small Computer if you spend it on compute alone. Storage draws from the same allowance.

A trial supports XS through Medium and up to eight awake vCPU. Choose a paid plan to buy extra usage or keep running Computers after the trial. Starting a paid plan ends your trial. A trial ends without enrolling you in a paid subscription.

We check eligibility using your verified email address. We may treat common aliases as the same address, including plus tags and Gmail dot and domain variants. Eligibility applies across Accounts, including after you close one. We may restrict or close trial enrollment to prevent abuse.

4. Running and saving a Computer

A Computer can sleep after a period of inactivity. While Keep awake is enabled, the idle timer does not put it to sleep. When a Computer sleeps, saved files in /workspace, settings, and saved history remain available. Running processes and memory end, and changes outside /workspace reset. If you choose to save only on request, sleep discards unsaved changes.

Computer sizes and available capacity vary by plan and location. We may enforce the usage limits shown for your plan and take reasonable steps to protect shared capacity and prevent abuse.

5. What counts toward usage

Compute and storage draw from the same balance. The usage rates show the hourly compute rates by size and the storage rate.

Compute. On a Fleet IDYL owns, we charge for the time your Computer is awake after it starts, including idle time and time spent in Keep awake. The charge stops when sleep is requested or, if the host stops reporting, at its last report. Compute on other Fleets is free. Startup, time asleep, and saving and shutting down after a sleep request are free.

Storage. We charge for the bytes held in IDYL storage each hour, whether your Computer is awake or asleep. Saved history counts. Unfinished uploads are excluded, and an object shared by a fork counts once.

Downloads. We meter downloads of saved files at no charge, subject to the download limits in Section 9. Traffic sent by a running Computer is outside the billing meter. We disclose any new usage charge before it applies.

6. Monthly plans, renewal, and cancellation

Billing is prepaid. See pricing for plan prices and included usage. A paid plan gives you an allowance equal to the monthly plan price before tax. Usage draws from that allowance before any extra usage. Each allowance applies only to usage incurred in its billing period.

Monthly renewal and cancellation. When you subscribe, you authorize recurring monthly charges at the agreed price, plus applicable taxes, until you cancel. You can cancel in the console at any time before the renewal date to avoid the next charge. Your plan remains active through the end of the period you paid for. Stripe processes payments. Prices are stated in US dollars and applicable taxes are added at checkout.

7. Extra usage and spending controls

On a paid plan, you can authorize a separate purchase of extra usage. Once the payment is confirmed, that balance can fund eligible usage from the purchase onward. Extra usage stays available while your Account remains open, including after your plan ends.

You can set a cap on extra purchases for each billing period. Pending and completed extra purchases count toward that cap before tax. The plan price is separate.

Auto-refill. If you enable auto-refill, you authorize us to charge your saved payment method when your allowance and extra usage are exhausted. Auto-refill requires a spend cap and can charge only within that cap. You can turn it off in the console.

8. Plan changes, payment failures, and refunds

Changes to your plan. An upgrade starts when payment succeeds and opens a new billing period with the full allowance for that plan. The upgrade price reflects any credit for unused time on the old plan. A downgrade takes effect at the end of the period you paid for. A Computer above the new plan's size limit may be put to sleep.

Failed payments and refunds. A failed renewal may be retried. A new allowance is added when payment succeeds. If the renewal remains unpaid, the subscription can end. We refund a payment applied to an already-ended subscription. Other payments are generally nonrefundable, subject to applicable law and any refund we agree to provide.

Price changes. We notify you before a subscription price increase applies to a future renewal so you can cancel beforehand. Changes to usage rates apply from the announced effective time. The rate for usage already incurred stays the same.

9. When your plan or usage ends

If your paid plan ends while you still have extra usage, you can use that balance on Computers up to Medium. If both your allowance and extra usage run out and auto-refill cannot replenish them, new wakes and sessions are refused and we ask awake Computers to sleep. IDYL covers metered usage that exceeds your balance. We do not bill you in arrears for it.

A paid Account out of usage can still read and edit saved files. An Account with neither a plan nor credit can read and download saved files. Starting a paid plan restores access to the work you still hold.

Downloads of saved files during a trial, on an Account with no plan and no credit, or on a paid plan that is out of usage are limited in each 30-day window to the greater of 20 GiB or twice the amount you store. A paid Account with usage remaining is outside that limit.

10. Ownership of your files and other content

You retain your rights in the files, code, data, and other material that you or your workloads submit or create through the Service (Customer Content). You authorize us and the providers we use to store, copy, run, and transmit Customer Content as needed to provide, maintain, and protect the Service, fulfill your instructions, and comply with law.

You are responsible for having the rights and permissions needed to use Customer Content and for how you share it.

11. Deleting Computers, closing an Account, and file retention

You can delete a Computer or close your Account in the console. Download any files you want to keep before taking either action, and keep an independent copy. Closing your Account ends your subscription and any remaining allowance or extra usage, subject to your rights under applicable law. Account closure and data erasure are separate. The Privacy Policy explains what may remain and how to request removal.

Retention without a plan or credit. If your Account has neither a plan nor credit for at least 90 days, we may remove saved files. Before removing files for this reason, we will send advance notices 30 days, 7 days, and 1 day before the scheduled removal. Download your files before the removal date.

12. Using IDYL software and giving feedback

These Terms give you a limited, non-exclusive, non-transferable right to use the Service. IDYL and its licensors retain their rights in the Service. Any software we distribute under an open-source license remains governed by that license.

If you send us feedback about the Service, we may use it without payment to you.

13. Sharing resources and operating applications

If you publish files or make an application or endpoint available to others through the Service, you are responsible for what you expose and who can access it. Set access controls appropriate to the data and keep credentials out of anything you make public. You must have the rights and permissions needed to distribute or make that material available.

Respond promptly to security, abuse, or infringement reports about content or services you make available. We may restrict access to the affected material or service where the grounds in Section 16 apply.

Applications you operate. If you use the Service to operate an application for other people, you are responsible for how the application uses IDYL, the usage incurred under your Account, and the access you grant. Apply the acceptable use rules to activity under your Account. Keep your Account credentials and private keys separate from the access you give to users of your application.

You are responsible for supporting your application, handling requests from its users, and giving them any privacy notices and obtaining any permissions that applicable law requires.

14. Connecting third-party services

The Service relies on infrastructure and payment providers. The Privacy Policy describes the providers that handle personal information.

Third-party software, services, and integrations you choose to use with a Computer are subject to their own terms and privacy policies. You are responsible for the access you give them and the information you choose to send to them.

15. Acceptable use and abuse reports

Use the Service lawfully and respect the rights, privacy, and security of others. You may not use or allow anyone to use the Service to:

• store or distribute unlawful material or infringe another person's rights;
• access, probe, or attack systems without authorization, distribute malware, engage in phishing or fraud, or send spam;
• operate a proxy to conceal abuse, disrupt the Service, or interfere with other users or infrastructure;
• evade security, billing, usage, or eligibility controls, including by obtaining additional trials;
• mine cryptocurrency on a free trial or use trial or unpaid access to operate a file-hosting service.

Comply with the export controls and sanctions that apply to your use of the Service.

Report abuse or infringement to support@idyl.dev. We may remove infringing material and close Accounts of repeat infringers.

16. Service monitoring, suspension, and termination

We may review usage, network activity, and service records to operate and secure the Service, investigate abuse, enforce these Terms, and comply with law. You are responsible for protecting the credentials, permissions, and secrets you use with the Service.

The Privacy Policy describes how IDYL handles Customer Content and who may access information.

We may restrict, suspend, or terminate access for a breach of these Terms, an unpaid charge, a threat to the Service or others, or a legal requirement. We may act immediately when needed to protect people, data, or infrastructure. We may also discontinue the Service or end your access on 30 days' notice.

When your access ends, your right to use the Service ends. Provisions that by their nature continue, including ownership, accrued obligations, liability, and dispute resolution, remain in effect.

17. Disclaimer of warranties

Except for commitments expressly made in these Terms or a signed agreement, we provide the Service on an “as is” and “as available” basis. To the extent permitted by law, we disclaim all other warranties, including implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement. Any rights or remedies that cannot be waived under applicable law continue to apply.

18. Limitation of liability

To the extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill. IDYL's total liability arising out of the Service or these Terms is limited to the greater of US$100 or the fees you paid us in the 12 months before the event giving rise to the claim.

19. Indemnification

To the extent permitted by law, you will defend and indemnify IDYL against third-party claims and the resulting losses and reasonable costs arising from your Customer Content or your use of the Service in breach of these Terms or applicable law.

20. Changes to the Service and these Terms

We may update the Service and these Terms. We will post updates here and give at least 30 days' notice of material changes to these Terms by email or on our website. Changes apply prospectively. Where the law requires further consent, we will obtain it. Otherwise, continued use after the change takes effect constitutes acceptance.

21. Governing law and dispute resolution

Delaware law governs these Terms without regard to its conflict-of-laws rules. Disputes outside arbitration must be brought in the state or federal courts in Delaware. Mandatory protections and forum rights under applicable law take precedence.

Informal resolution. Before bringing a claim, each party must give the other written notice of the dispute and allow 30 days to try to resolve it. Send your notice to support@idyl.dev.

Individual arbitration. Where permitted by law, unresolved disputes will be decided by binding arbitration administered by the American Arbitration Association under its applicable rules, in Delaware or remotely. The Federal Arbitration Act governs this agreement to arbitrate. Either party may bring an individual small claims action or seek urgent injunctive relief in court to protect intellectual property or the security of the Service.

Class action and jury trial waiver. To the extent permitted by law, claims subject to arbitration must be brought individually. Neither party may pursue those claims as a class, collective, or representative action, and both parties waive a jury trial for claims subject to arbitration.

Opt out. To opt out of arbitration, email support@idyl.dev with the subject “Arbitration Opt-Out” within 30 days of first accepting these Terms. Include the email address associated with your Account.

22. General terms

These Terms and the applicable pricing and order terms are the agreement for your use of the Service. A separate signed agreement controls to the extent it conflicts with these Terms. If a provision cannot be enforced, the remaining provisions continue to apply. A delay in enforcing a right does not waive it.

You may assign this agreement only with our written consent. We may assign it in connection with a merger, acquisition, or sale of assets. Neither party is liable for a delay or failure caused by events outside its reasonable control, apart from payment obligations. These Terms create no partnership, agency, or employment relationship.

23. Notices and contact

We may send you notices by email or through the Service. For questions about these Terms, refunds, and legal notices, email support@idyl.dev or write to Idyl Labs, Inc., 2261 Market Street STE 62780, San Francisco, CA 94114, United States.