1. Definitions
“Acceptable Use Policy” or “AUP” means Calliope AI’s Acceptable Use Policy available at calliope.ai/acceptable-use , as may be updated from time to time.
“Account” means the account you create to access and use the Services.
“Calliope AI,” “we,” “us,” or “our” means Calliope Labs Inc, a Delaware corporation, operating under the product name “Calliope AI.”
“Content” means any data, code, text, images, files, or other materials uploaded, submitted, or created through the Services.
“Customer,” “you,” or “your” means the individual or entity that agrees to these Terms.
“Customer Data” means any data, code, or content that you upload, submit, store, or transmit through the Services.
“Documentation” means the user guides, help articles, and other documentation we make available regarding the Services.
“JunoHub” means the hosted AI development environment provided as part of the Services.
“Services” means the Calliope AI platform, including JunoHub, APIs, web applications, and any related services provided by Calliope AI.
“Subscription” means your purchase of access to the Services for a specified term.
“Third-Party Model Providers” means third-party artificial intelligence and machine learning model providers whose services are accessible through the Services, including but not limited to OpenAI, Anthropic, Google, Microsoft, AWS, Cohere, TogetherAI, AI21 Labs, and Hugging Face.
“Workspace” means an isolated environment within the Services where you can develop, test, and run code.
2. Account Terms
2.1 Account Registration
To use the Services, you must create an Account by providing accurate and complete information. You agree to update your Account information to keep it accurate and current.
2.2 Account Eligibility
You must be at least 18 years old to use the Services. By creating an Account, you represent and warrant that you are at least 18 years of age.
2.3 Account Security
You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You must:
- Keep your password secure and confidential
- Notify us immediately at security@calliope.ai of any unauthorized access or use of your Account
- Use commercially reasonable efforts to prevent unauthorized access to your Account
2.4 Company Accounts
If you are using the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In such case, “you” and “your” will refer to that entity, and you agree that the entity is responsible for all actions and omissions conducted by its designated users.
3. Service Description
3.1 Services Provided
Calliope AI provides a cloud-based platform for AI-assisted software development, including:
- Hosted development environments (JunoHub)
- Access to third-party AI models for code generation, analysis, and assistance
- Collaborative workspaces
- APIs and integrations
- Related tools and features as described in the Documentation
3.2 Services Not Provided
The Services do not include:
- Legal, financial, medical, or other professional advice
- Guaranteed accuracy of AI-generated outputs
- Human review or validation of AI-generated code
- Backup services beyond those specified in the Documentation
3.3 Third-Party Services
The Services integrate with Third-Party Model Providers and other third-party services. Your use of these third-party services is subject to their respective terms and policies, which are incorporated by reference. You acknowledge that Calliope AI does not control and is not responsible for the availability, accuracy, or content of third-party services.
4. Subscription and Billing
4.1 Subscription Plans
Access to the Services requires a paid Subscription. Current pricing and plan details are available at calliope.ai/pricing . We reserve the right to modify pricing with 30 days’ notice to existing Subscribers.
4.2 Payment Terms
- Payment Due: All fees are due upon receipt and payable in advance for each billing cycle.
- Billing Cycle: Subscriptions are billed monthly or annually, as selected at purchase.
- Auto-Renewal: Subscriptions automatically renew at the end of each billing cycle unless canceled before the renewal date.
- Payment Method: You must provide a valid payment method and authorize us to charge it for all applicable fees.
4.3 Payment Processing
Payments are processed by Stripe, Inc. (“Stripe”), a third-party payment processor. By providing your payment information, you agree to Stripe’s Terms of Service and Privacy Policy . Calliope AI does not store your full credit card number; all payment card data is handled directly by Stripe in compliance with PCI DSS standards.
Calliope AI’s banking services are provided by Mercury, a financial technology company. Banking services are provided by Choice Financial Group and Evolve Bank & Trust, Members FDIC.
4.4 Taxes and Fees
All fees are exclusive of applicable taxes. You are responsible for paying all taxes, duties, and other governmental charges associated with your Subscription, except for taxes based on Calliope AI’s net income.
4.5 Refund Policy
- Voluntary Cancellation: Subscriptions canceled by you are non-refundable. You will continue to have access until the end of your current billing period.
- Termination for Cause: If we terminate your Subscription for violation of these Terms or the AUP, no refund will be provided.
- Service Credits: We do not provide service credits for downtime or service unavailability.
4.6 Non-Payment
If payment fails, we may:
- Suspend your access to the Services until payment is received
- Downgrade your Account to a limited access tier
- Terminate your Account after 30 days of non-payment
4.7 Usage Limits and Overages
Each Subscription plan includes specific usage allocations for compute hours, AI tokens, storage, and other resources as described in the plan details. You are solely responsible for monitoring and managing your usage.
- Overage Rates: Current overage rates for compute, AI tokens, storage, and additional users are available at app.calliope.ai/admin/billing/pricing and in your Account billing settings.
- Overage Charges: If you exceed your plan’s included allocations, you will be charged for overages at the rates specified on our pricing page or in your order form.
- Automatic Billing: Overages are calculated and billed automatically at the start of each new billing period (monthly).
- No Usage Caps: Unless you have configured spending limits in your Account settings, the Services will continue to operate when you exceed allocations, and overage charges will apply.
- Usage Monitoring: You can monitor your usage through the Account dashboard. We may send usage alerts, but we are not obligated to do so, and you remain responsible for overages regardless of whether alerts were sent.
- Infrastructure Costs: Overages may include pass-through costs for third-party services including cloud infrastructure, AI model API calls, and data transfer. GPU and large compute pricing reflects current cloud provider rates plus platform markup.
4.8 Prepaid Credits
You may purchase prepaid credits to cover anticipated usage beyond your plan allocations:
- Credit Purchase: Credits can be purchased in advance through your Account settings.
- Credit Application: Prepaid credits are automatically applied to overage charges before any additional billing.
- Non-Refundable: Prepaid credits are non-refundable and non-transferable.
- Expiration: Prepaid credits expire 12 months from the date of purchase unless otherwise specified.
- Spending Control: Prepaying for anticipated overages allows you to control and predict your costs.
5. Acceptable Use
Your use of the Services is subject to our Acceptable Use Policy , which is incorporated into these Terms by reference. Violation of the AUP may result in immediate suspension or termination of your Account without refund.
6. Intellectual Property
6.1 Calliope AI IP
The Services, including all software, technology, designs, trademarks, and Documentation, are owned by Calliope AI or our licensors and are protected by intellectual property laws. Except for the limited rights expressly granted herein, we reserve all rights in and to the Services.
6.2 Customer Data
You retain all rights in and to your Customer Data. By using the Services, you grant Calliope AI a limited license to use, process, and transmit your Customer Data solely to provide and improve the Services.
6.3 AI-Generated Outputs
With respect to content generated by AI models through the Services:
- You own the outputs generated from your prompts and inputs, subject to the terms of the applicable Third-Party Model Provider
- You are solely responsible for reviewing, validating, and ensuring the legality and appropriateness of AI-generated outputs
- Third-Party Model Providers may retain rights in their models and may use inputs and outputs in accordance with their terms
- You must comply with all applicable Third-Party Model Provider terms regarding use, attribution, and distribution of AI-generated content
6.4 Feedback
If you provide suggestions, ideas, or feedback about the Services (“Feedback”), you grant Calliope AI a perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback into the Services without obligation to you.
7. Data and Privacy
7.1 Privacy Policy
Our collection and use of personal information is governed by our Privacy Policy , which is incorporated into these Terms by reference.
7.2 Data Processing
For customers subject to data protection laws such as GDPR, we offer a Data Processing Agreement that governs our processing of personal data on your behalf.
7.3 Data Security
We implement reasonable technical and organizational measures to protect Customer Data. However, no method of transmission or storage is completely secure, and we cannot guarantee absolute security.
7.4 Data Location
Customer Data may be processed and stored in the United States or other jurisdictions where Calliope AI or its subprocessors maintain facilities. A list of our subprocessors is available at calliope.ai/subprocessors .
8. Service Availability
8.1 Best Effort
The Services are provided on a “best effort” basis. We do not guarantee any specific level of uptime, availability, or performance.
8.2 Maintenance
We may perform scheduled or emergency maintenance that may temporarily affect the availability of the Services. We will use reasonable efforts to provide advance notice of scheduled maintenance.
8.3 No Service Credits
We do not provide service credits, refunds, or compensation for downtime or service unavailability.
9. Warranties and Disclaimers
9.1 Limited Warranty
Calliope AI warrants that the Services will perform substantially in accordance with the Documentation under normal use.
9.2 Disclaimer of Warranties
EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CALLIOPE DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:
- IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
- WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF AI-GENERATED OUTPUTS
- WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE
- WARRANTIES REGARDING THIRD-PARTY SERVICES, INCLUDING THIRD-PARTY MODEL PROVIDERS
9.3 AI Output Disclaimer
AI systems are non-deterministic by nature. The same prompt or instruction may produce different outputs on different runs. Outputs may vary in correctness, style, safety, and completeness across executions, models, and over time as underlying models are updated by their providers.
YOU ACKNOWLEDGE AND AGREE THAT:
- AI-generated code, content, and outputs may contain errors, bugs, security vulnerabilities, or inaccuracies
- AI outputs should not be relied upon without human review and validation
- Because AI is non-deterministic, you cannot assume that an output that was correct once will be correct again
- Calliope AI does not guarantee the correctness, safety, or fitness for any purpose of AI-generated outputs
- You are solely responsible for any use of AI-generated outputs in production systems or commercial applications
9.4 AI Agent Operations
AI agents available through the Services can autonomously execute code, run shell commands, read and write files, query databases, and make API calls on your behalf. AI agents may perform actions that are irreversible, including but not limited to modifying or deleting files, data, and database records; executing system commands; and committing, pushing, or deploying code.
Because AI is non-deterministic, agents may behave differently across runs — even with identical inputs, configurations, or prior successful outcomes. You must not assume an agent will take the same actions twice. Calliope AI’s systems are designed to support human oversight and supervision; they are not intended to operate as fully autonomous systems without a qualified human actively monitoring and controlling their execution.
YOU ACKNOWLEDGE AND AGREE THAT:
- You must supervise agent operations. You are required to understand what an agent is configured to do before running it, to actively monitor its execution, and to intervene or terminate it if it behaves unexpectedly. Running agents unattended against production systems, live databases, or sensitive environments is done entirely at your own risk.
- Calliope AI is not responsible for any changes to your environment, codebase, data, or infrastructure caused by AI agent actions, whether or not those actions were intended or expected.
- Human-in-the-loop confirmation is required for irreversible actions. You must enable and configure appropriate human-approval checkpoints before allowing agents to take any action that cannot be undone (file deletion, database writes, deployments, external API calls with side effects). Calliope AI is not responsible for consequences arising from agents that are configured to act without human confirmation.
- For data-related agents (agents that query, write to, or otherwise interact with databases, data warehouses, or APIs), Calliope AI requires that you use read-only database users or API credentials scoped to the minimum permissions necessary unless you have fully understood and accepted the consequences of granting write access to an autonomous agent. Providing autonomous agents with write or administrative credentials without adequate supervision creates risk of unintended data modification or loss for which Calliope AI is not responsible.
- Calliope AI is not a model provider. AI agents operate by sending your instructions and context to third-party AI model providers (such as Anthropic, OpenAI, Google, and others) configured by you or your organization. The responses, decisions, and actions taken by an AI agent are determined by those third-party models. Calliope AI does not control model behavior and is not responsible for agent actions, outputs, or decisions that result from third-party model responses.
10. Limitation of Liability
10.1 Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CALLIOPE’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO CALLIOPE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
10.2 Exclusion of Damages
IN NO EVENT SHALL CALLIOPE BE LIABLE FOR ANY:
- INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
- LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES
- COST OF PROCUREMENT OF SUBSTITUTE SERVICES
- DAMAGES ARISING FROM CUSTOMER DATA OR AI-GENERATED OUTPUTS
REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE), EVEN IF CALLIOPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.3 Exceptions
The limitations in this Section 10 do not apply to:
- Liability arising from gross negligence or willful misconduct
- Your breach of Section 5 (Acceptable Use)
- Your indemnification obligations under Section 11
- Liability that cannot be limited under applicable law
11. Indemnification
11.1 Your Indemnification
You agree to indemnify, defend, and hold harmless Calliope AI and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to:
- Your violation of these Terms or the AUP
- Your Customer Data or use of AI-generated outputs
- Your violation of any Third-Party Model Provider terms
- Any third-party claims arising from your use of the Services
- Your violation of any applicable laws or regulations
11.2 Calliope AI Indemnification
Calliope AI will indemnify you against third-party claims that the core Services (excluding Third-Party Model Provider services and AI-generated outputs) infringe a valid patent, copyright, or trademark, provided that you:
- Promptly notify us of the claim in writing
- Give us sole control of the defense and settlement
- Provide reasonable cooperation at our expense
12. Suspension and Termination
12.1 Termination by You
You may terminate your Subscription at any time through your Account settings. Termination will be effective at the end of your current billing period.
12.2 Termination by Calliope AI
We may terminate or suspend your access to the Services:
- For Cause: Immediately, without notice, if you violate these Terms, the AUP, or applicable law
- For Convenience: With 30 days’ written notice
12.3 Effect of Termination
Upon termination:
- Your right to access the Services will cease immediately
- You will remain liable for all fees incurred prior to termination
- No refund will be provided for termination for cause
12.4 Data Export
Following termination, you will have 30 days to export your Customer Data. After this period, we may delete your Customer Data without liability.
12.5 Survival
The following sections survive termination: Sections 1, 6, 9, 10, 11, 13, and 14.
13. Governing Law and Disputes
13.1 Governing Law
These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict of law principles.
13.2 Binding Arbitration
Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules.
- Location: Arbitration shall take place in Wilmington, Delaware, or may be conducted virtually at the arbitrator’s discretion.
- Arbitrator: The arbitration shall be conducted by a single arbitrator selected in accordance with AAA rules.
- Confidentiality: The arbitration proceedings and award shall be confidential.
- Judgment: The arbitrator’s award may be entered in any court of competent jurisdiction.
13.3 Class Action Waiver
YOU AND CALLIOPE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
13.4 Small Claims Exception
Notwithstanding the above, either party may bring an individual action in small claims court for disputes within the court’s jurisdictional limits.
13.5 Injunctive Relief
Nothing in this section prevents either party from seeking injunctive or other equitable relief in court for matters relating to intellectual property or data security.
14. General Provisions
14.1 Entire Agreement
These Terms, together with the Privacy Policy, AUP, DPA (if applicable), and any Order Forms, constitute the entire agreement between you and Calliope AI regarding the Services and supersede all prior agreements.
14.2 Amendments
We may modify these Terms by posting a revised version. Material changes will be notified via email or through the Services at least 30 days before taking effect. Your continued use of the Services after the effective date constitutes acceptance of the modified Terms.
14.3 Severability
If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force and effect.
14.4 Waiver
Our failure to enforce any provision of these Terms does not constitute a waiver of that provision.
14.5 Assignment
You may not assign these Terms or your rights under them without our prior written consent. Calliope AI may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets.
14.6 Notices
- To Calliope AI: legal@calliope.ai or Calliope Labs Inc, 80 SW 8th St, Ste 2000, Miami, FL 33130
- To You: The email address associated with your Account
14.7 Force Majeure
Neither party will be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including natural disasters, war, terrorism, pandemic, or government action.
14.8 Independent Contractors
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or agency relationship.
14.9 Third-Party Beneficiaries
These Terms do not create any third-party beneficiary rights, except that Third-Party Model Providers are intended third-party beneficiaries of the provisions relating to their services.
14.10 Export Compliance
You agree to comply with all applicable export control and sanctions laws and regulations in your use of the Services.
14.11 U.S. Government End Users
The Services are “commercial computer software” and “commercial computer software documentation” as defined in applicable federal acquisition regulations. Government end users acquire only those rights granted under these Terms.
Contact Us
If you have questions about these Terms, please contact us at:
Email: legal@calliope.ai
Address: Calliope Labs Inc 80 SW 8th St, Ste 2000 Miami, FL 33130
© 2026 Calliope Labs Inc. All rights reserved. “Calliope AI” is a trademark of Calliope Labs Inc.
These Terms of Service were last updated on May 23, 2026.
