Turing Core AI Platform - Terms and Conditions

Last updated: June 15, 2026

These Turing Core AI Platform Terms and Conditions (collectively with Order Forms and/or exhibits, the “Agreement”) apply to any order forms between the customer accessing the Platform, as defined below (“Customer”) and Turing Enterprises, Inc., a Delaware corporation (“Turing” and together with Customer, the “parties”), effective as of the effective date of the first of the order forms mutually agreed between the parties (“Order Forms” and such date, the “Effective Date”).

1.1 Access and License.

Subject to Customer’s continued and full compliance with all terms and conditions of this Agreement, Turing will provide Customer access to the Turing Core AI Platform (“Platform”) during the Platform subscription term set out in an Order Form (“Order Term”). Customer will only use such access and the Platform for its own business purposes, in accordance with both the technical documentation made available to Customer regarding the Platform (“Documentation”) and the scope of use identified in such Order Form. If applicable, Turing hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable, limited license to use (A) any modules of Turing’s proprietary software, data, algorithms, data science, and other materials made available through the Platform as set out in an Order Form (“Modules”), (B) any improvements, modifications, derivative works, patches, or other upgrades as set out in an Order Form (“Upgrades”), and (C) any free Platform modifications that Turing may implement in its discretion, in each case in accordance with the Documentation and Order Form (such modifications, together with the Platform, Modules, and Upgrades, collectively the “Products”).

1.2 Related Services.

If set out in an Order Form (and not otherwise), Turing will provide Customer with services related to the Products, including (A) assistance with setup, installation, training, and initialization of Customer’s use of the Platform (“Setup”), (B) professional services to enhance Customer’s use of the Platform, (C) assistance with ongoing support of Customer’s use of the Platform (“Support”), and (D) assistance with any post-termination wind-down requirements after Customer’s use of the Platform (each of the foregoing, together with any other services set out in an Order Form, collectively the “Services”). Turing will provide the Services in a competent and professional manner in accordance with the standards and specifications set out in the Documentation and Order Form (“Specifications”).

1.3 Third Party Offerings.

To the extent applicable, the Products can utilize third party products, services, and other offerings, including open source, third-party artificial intelligence (“AI”) services, or similarly licensed software and data (“3P Offerings”), as set out in the Documentation or Order Forms. Customer’s use of 3P Offerings in connection with the Products and Services will be subject to the applicable licenses, sublicenses, and policies of the 3P Offerings in addition to this Agreement.

1.4 Turing Materials.

As between the parties, Turing retains all rights, title, and interest in the Products, Documentation and any other Turing proprietary materials accessible to Customer (“Turing Materials”), including all patents, copyrights, trademarks, trade secrets and similar rights (“Intellectual Property Rights”) in the Turing Materials and any derivative works or feedback relating to the Platform produced by the Customer. To the extent required for Turing to hold such rights, Customer hereby irrevocably transfers any right, title, or interest in the Turing Materials that it may hold to Turing.

2.1 Customer Content.

Customer can create or provide inputs, outputs, AI agents, data, documents, or other content for transmission, storage, integration, import, display, distribution, or use in the Platform, including any aggregated or transformed versions thereof and any analytical outputs, and any models, algorithms, analyses, or transformation code to the extent authored by Customer in the Platform (“Customer Content”). As between the parties, Customer retains all right, title, and interest in and to any Intellectual Property Rights in the Customer Content and hereby grants to Turing a non-exclusive license to copy, store, process, transmit, retrieve, display, and otherwise use the Customer Content and associated Intellectual Property Rights, solely for (A) the purposes of providing the Platform and Platform functionalities to Customer, and (B) internal purposes for the development, maintenance, and improvement of the Products and Services and other Turing offerings. Customer’s rights in and to Customer Content are subject to any applicable third-party rights, licenses, ownership interests, restrictions, and terms governing third party connectors (like third party systems and data sources that AI agents interact with), third-party AI large language models, and other generative AI tools used in connection with the Platform. 

2.2 Authorized Users.

Turing will enable Customer with the capability to provision accounts (“Accounts”) for Customer’s employees and representatives in connection with Customer’s business purposes pursuant to the scope set forth in an applicable Order Form (“Authorized Users”). All Authorized Users will be subject to the restrictions and requirements of this Agreement, including the Order Forms and Documentation. Customer must inform each Authorized User of its obligations under this Agreement. Customer shall be solely and directly responsible for (A) administering and protecting Accounts, including requiring Authorized Users to protect their credentials and implementing industry standard security measures to secure Account access, (B) providing access to the Products only to Authorized Users, and (C) all use of the Products under any of Customer’s Accounts. Customer will be liable for any breach of this Agreement by an Authorized User. 

2.3 Compliance.

Customer will not (and will not allow any user of its Accounts to): (A) gain or attempt to gain unauthorized access to any Product (or element thereof), or circumvent or otherwise interfere with any authentication or security measures of the Products, (B) interfere with or disrupt the integrity or performance of the Products, (C) transmit any data or other content containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Products, (D) use or access any Product (or element thereof) for the purpose of designing, modifying, or otherwise creating any environment, software, models, algorithms, products, program, or infrastructure or any portion thereof, which performs functions similar to the functions of any Product (or element thereof), including any effort to decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Products (except to the extent that applicable law expressly prohibits such a reverse engineering restriction), (E) distribute or display any code of any Products to any third party or include any Product or element thereof in any product, service, or other offering, (F) copy any Products (or element thereof) or develop any improvement, modification, or derivative work thereof, (G) allow the transfer, transmission, export, or re-export of any Products (or any element thereof) or any Turing Materials, (H) perform independent security vulnerability searches or tests on the Products, (I) use the Products or Services for any action or purpose directly or indirectly in violation of applicable laws or third party rights or in any manner prohibited by this Agreement or the Documentation, (J) use the Products or Services in connection with any Customer Content that violates applicable laws or third party rights. All Customer Content that Customer transmits, stores, integrates, imports, displays, distributes, uses, or otherwise makes available through use of the Products or Services and the conclusions drawn or actions taken (or not taken) as a result of Customer’s use of the Products or Services are done at Customer’s own risk, so that Customer will be solely liable and responsible for any damage or losses to any party resulting therefrom. If Customer is reasonably suspected of violating this Section 2.3, Turing can immediately suspend Customer’s access to the Products or Services.

3.1 Fees.

Fees for Products stated in an Order Form will be invoiced on an annual upfront basis, or as otherwise set forth in the Order Form. Products are deemed delivered upon the provision of access to Customer or for the Customer’s benefit. Fees for Services stated in an Order Form will be invoiced in accordance with the Order Form. Services will be deemed accepted by Customer 10 business days (the “Services Review Period”) after Turing provides notice of completion; provided that, to the extent Customer provides a notice providing accurate detail of any substantial deviation from the Specifications for the Services, then the impacted components of the Services will not be deemed accepted, and the parties will work together in good faith for remediation and redelivery.

3.2 Payment.

All payments shall be made via check or wire transfer to an account designated by Turing in the currency set forth on the corresponding invoice. All fees set forth in the invoice are due within thirty (30) days after the date of issuance of Turing’s invoice. Any late payments shall be subject to a service charge equal to the lesser of 1.5% per month of the amount overdue or the maximum amount of interest for late payment allowed by applicable law.

3.3 Taxes.

Customer shall be responsible for all taxes arising under this Agreement, including sales, use, gross receipts, excise, value added, and goods and services taxes (but not including Turing’s income taxes), in addition to any duties, costs of compliance with export and import controls and regulations, and other governmental assessments, and, if applicable, withholding taxes so that after payment of such taxes the amount Turing receives is not less than the fees set forth in the Order Form. If a double taxation treaty applies, which provides a zero or reduced withholding tax rate, Customer agrees to not withhold or withhold at the reduced tax rate in accordance with the double taxation treaty.

4.1 Turing Indemnification.

Turing will defend and indemnify Customer against any damages, including attorney’s fees, finally awarded (or any settlement amount entered into by Turing) for a third party’s claim that Customer’s use of the Products or Services in accordance with this Agreement violate such third party’s Intellectual Property Rights; provided that no defense or indemnity obligation will apply to the extent that such claim relates to a violation of Intellectual Property Rights attributable to (A) any 3P Offering, (B) any Customer Content, or (C) any modification (including combination with other products, services, or other offerings) of the Products or Services by Customer or any third party, or by Turing at the direction of Customer. If Customer’s use of any Products or Services may be enjoined by a court of competent jurisdiction due to the type of indemnifiable infringement specified above, Turing can in its sole discretion procure for Customer the right to continue using the Products or Services or a substantially similar substitute, or, if the foregoing are reasonably impractical, terminate this Agreement and refund to Customer a pro-rated portion of the fees paid hereunder for the terminated Products or Services.

4.2 Customer Indemnification.

Customer will defend and indemnify Turing against any damages, including attorney’s fees, finally awarded (or any settlement amount entered into by Turing) for a third party’s claim (A) that Customer has violated applicable laws in connection with this Agreement, or (B) arising from the Customer Content, including any claim that the Customer Content violates such third party’s Intellectual Property Rights.

4.3 Procedure.

In order to be entitled to indemnification for a potential claim, the indemnified party must provide (A) written notice within 5 business days of becoming aware of the potential claim, (B) the right of exclusive control over defense of such claim (provided that the indemnified party will retain a right of reasonable approval for any settlement requiring it to pay money, commit to any ongoing obligation, or admit any fault), and (C) reasonable cooperation, at the indemnifying party’s expense, with the defense and settlement of such claim. This Section 4 sets forth each party’s sole liability and obligation and the sole and exclusive remedy with respect to any claim of Intellectual Property Rights infringement.

Turing warrants to Customer that, during the term of this Agreement: (A) the Products delivered to Customer will perform substantially in accordance with the applicable Documentation and (B) the Services will be provided in a professional and workmanlike manner in accordance with the Specifications. The Platform, Products, and Services depend on AI; Customer acknowledges that AI makes errors, and Turing will not be responsible or liable for the quality, quantity, compliance, or reliability of any AI or other 3P Offerings, whether or not incorporated into the Platform, Products, or Services. Customer is responsible for independently reviewing and validating output before relying on it.  As its sole and exclusive remedy for breach of a warranty, Customer will receive from Turing a refund of the pro-rated fees received by Turing as compensation for the impacted Products or Services. NO AMOUNTS PAID HEREUNDER ARE REFUNDABLE OR OFFSETTABLE EXCEPT AS OTHERWISE EXPLICITLY SET FORTH HEREIN. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 5, THE PRODUCTS AND SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY OTHER WARRANTIES OF ANY KIND AND TURING (FOR ITSELF AND ON BEHALF OF ITS VENDORS AND SERVICE PROVIDERS) HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, RELATING TO THE PRODUCTS AND ANY SERVICES PROVIDED HEREUNDER OR SUBJECT MATTER OF THIS AGREEMENT OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING LIMITATION, TURING DOES NOT WARRANT THAT THE PRODUCTS OR SERVICES WILL MEET CUSTOMER REQUIREMENTS OR GUARANTEE ANY RESULTS, OUTCOMES, OR CONCLUSIONS OR THAT OPERATION OF PRODUCTS OR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. TURING IS NOT RESPONSIBLE OR LIABLE FOR ANY 3P OFFERINGS OR ANY THIRD PARTY DATA OR MATERIALS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY (A) LOSS OR ALTERATION OF CUSTOMER CONTENT, (B) COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS OR SERVICES, OR COST OF REPLACEMENT OR RESTORATION OF ANY LOST OR ALTERED CUSTOMER CONTENT, (C) DELAYS OR UNAVAILABILITY OF ANY PRODUCTS OR SERVICES, (D) ECONOMIC LOSSES, EXPECTED OR LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION, AND/OR (E) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, WHETHER ARISING OUT OF PERFORMANCE OR BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PRODUCTS OR SERVICES, OR FOR ANY MATTER BEYOND THE PARTY’S REASONABLE CONTROL, REGARDLESS OF THE TYPE OF CLAIM AND EVEN IF THE PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH LOSS OR DAMAGES. EXCEPT FOR THE PARTIES’ OBLIGATIONS UNDER SECTIONS 1.4 (Turing Materials), 2.1 (Customer Content), 3 (Payment), AND 4 (Indemnification) OF THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY ON ALL CLAIMS OF ANY KIND UNDER THE AGREEMENT, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY OR RESULTING FROM THIS AGREEMENT OR ANY PRODUCTS OR SERVICES, SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE 12 MONTHS PRECEDING THE CLAIM OR (B) USD $50,000, AND THAT SUCH REMEDY IS FAIR AND ADEQUATE.

7.1 Term.

This Agreement shall continue for the longer of two (2) years or the expiration of the last outstanding Order Form, unless otherwise terminated under Section 7.2. The term of each Order Form continues for the duration set forth in the Order Form, unless otherwise terminated under a termination right stated in such Order Form or under Section 7.2 of this Agreement. 

7.2 Termination.

Either party can terminate this Agreement for cause (including any and all outstanding Order Forms) upon written notice to the other party describing in reasonable detail a material breach of any provision of this Agreement by the non-terminating party; provided that the non-terminating party will have 30 days following its receipt of such written notice to cure such material breach and cancel such termination.

7.3 Effect.

Upon any expiration or termination of this Agreement, (A) Turing will store any Customer Content in its possession or otherwise retained in the Platform for up to 30 days and provide reasonable access for Customer to remove such Customer Content from the Platform, (B) except for the foregoing right of access for removing Customer Content, all of Customer’s rights, access, and licenses granted to the Products and Turing Materials automatically and immediately cease, and Customer will not access or use the Products and Services. No termination or expiration of this Agreement will limit or modify rights or obligations that accrued prior to the effective date of termination or expiration. Sections 1.4, 2.1, 3.3, 4, 5, 6, 7, and 8 will survive any expiration or termination of this Agreement.

8.1 Confidentiality.

The terms of the mutual nondisclosure agreement between the parties (“MNDA”) will apply to the confidential information provided by each disclosing party to each receiving party. Without limiting the generality of the foregoing, Turing will not disclose any Customer Content to any third party (excluding its authorized personnel with a need for access to enable providing the Products and Services) without Customer’s consent, unless so required by applicable law or regulation or requests or orders of governmental, regulatory, or judicial authorities (including without limitation subpoenas). Both parties are permitted to state publicly that Customer is a customer of Turing.

8.2 Data Processing and Monitoring.

The Platform is intended to be deployed and operated within Customer’s own environment, systems, servers, or cloud infrastructure, and Customer is not expected or authorized to provide or transmit personal data to Turing in connection with its use of the Platform, except as expressly agreed in an Order Form.  To the extent applicable, the parties shall comply with the terms of the Turing Data Processing Addendum (“DPA”, located at: https://www.turing.com/dpa-terms), which are incorporated into this Agreement. Subject to the provisions in this section, Turing can collect data related to the Products (A) for the purposes of providing the Platform and Platform functionalities to Customer and (B) for internal purposes for the development, maintenance, and improvement of the Products and Services and other Turing offerings.

8.3 No Implicit Licenses.

Except for the express rights granted under this Agreement, neither party grants any other licenses or access, whether express or implied, to offerings or Intellectual Property Rights.

8.4 Non-exclusivity.

This Agreement is non-exclusive in all respects. Without using a disclosing party’s proprietary or confidential information, each party is free to develop products and services in any field of use without limitation hereunder.

8.5 Controls.

Unless otherwise specified by Turing, the Products and Services are subject to U.S. trade controls and sanctions laws and regulations, including the U.S. Export Administration Regulations and the sanctions laws and regulations administered by the U.S. Office of Foreign Assets Control (“OFAC”), as well as the trade controls and sanctions of any other jurisdictions in which Customer operates (collectively “Trade Controls”), and may only be exported, reexported, or transferred in accordance with applicable requirements. It is Customer’s responsibility to (A) provide Turing with the necessary information for Turing to comply with Trade Controls, (B) ensure all end-uses and end-users relating to Customer’s reexports and retransfers of the Products and Services comply with Trade Controls, and (C) refrain from taking any action that causes Turing to violate Trade Controls. Each party represents that it is not subject to restrictions under any U.S. government restricted end user list, including but not limited to the U.S. BIS Entity List, U.S. BIS Denied Persons List, or the OFAC List of Specially Designated Nationals, and is not 50% or more, directly or indirectly, owned or controlled by any individuals or entities identified on such lists. If a party becomes subject to any such restrictions or sanctions, such party will immediately notify the other.

8.6 Assignment.

Neither party may assign, sublicense, or otherwise transfer any right or obligation under this Agreement without the prior written consent of the other party; provided that a transfer by change of control, merger, or sale of all or substantially all assets will only require such consent if it would result in a competitor of the non-transferring party acquiring (directly or indirectly) rights or obligations. Any attempt to transfer in violation of this Agreement will be void.

8.7 Integration & Amendment.

This Agreement (which will be deemed in all cases to include all Order Forms), together with the Documentation, the MNDA, DPA, and any other materials incorporated herein by reference, together constitute the entire agreement between the parties with respect to the subject matter addressed, and it supersedes and cancels any previous agreements or understandings about this subject matter, whether oral, written or implied. In the event of an irreconcilable conflict among any of the following documents, the order of precedence will be: (1) an Order Form, but solely with respect to the subject matter thereof and not with respect to any other Order Form, (2) any superseding supplemental agreement between the parties, expressly modifying this Agreement, and then (3) the remainder of this Agreement, with it being understood that this Agreement will govern outside of any expressly stated conflict between this Agreement and any Order Form. No term in any Customer purchase order or similar document will be deemed to modify this Agreement or any Order Form (with any such terms and conditions of a purchase order or similar document being deemed to have no force or effect). No waiver of any breach shall be deemed a waiver of any subsequent breach. Except as stated in Section 8.10 (Notices), no party can modify this Agreement or waive any term or condition except by a written instrument signed by an authorized representative of each party.

8.8 Choice of Law and Venue; Waiver of Jury Trial.

This Agreement will be governed, construed, and interpreted in accordance with the substantive laws of the State of California, without giving effect to principles of conflicts of laws, and each party consents to the exclusive jurisdiction and venue in the state and federal courts located in Santa Clara County, California in connection with any action, lawsuit or proceeding relating to this Agreement or any dispute hereunder, and hereby waives any defense of forum inconvenience in connection therewith. Notwithstanding the foregoing, either party can seek injunctive relief or the enforcement of an arbitral award in any court of competent jurisdiction. For purposes of such actions, the parties agree to submit to the exclusive jurisdiction of the federal or state courts located in Santa Clara County, California. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, LAWSUIT OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY IN CONNECTION WITH THE AGREEMENT OR ANY DISPUTE HEREUNDER.

8.9 Interpretation.

Headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. As used in this Agreement, the word “including” and its correlates means “including without limitation,” and the words “will” and “must” are deemed to be equivalent and denote a mandatory obligation or prohibition, as applicable. References in this Agreement to “days” will refer to calendar days and a “business day” means any day, other than a Saturday, Sunday, U.S. federal holiday or any other day that banks are not required to be open for business in Santa Clara County, California. No implied right of offset, setoff, deduction, or withholding is intended under this Agreement. Notwithstanding Section 8.4 (Non-exclusivity), no obligation to provide Products or Services will preclude the right to subcontract, crowd-source, or otherwise transfer provision of Products or Services. Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under this Agreement due to any acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet, telecommunications, or hosting service provider, computer attacks, or malicious acts; provided that the delayed party: (A) gives the other party prompt notice of such cause and its estimated impact and (B) uses its commercially reasonable efforts promptly to correct such failure or delay in performance. This Agreement has been reviewed and cooperatively negotiated between the parties, and no rule of strict interpretation against a drafting party should apply. Except as otherwise provided herein, the Agreement is intended solely for the benefit of the parties and is not intended to confer third-party beneficiary rights upon any other person or entity. Except as otherwise expressly provided in this Agreement, no remedy granted to either party will be exclusive of any other remedy, and each remedy will be cumulative with every other remedy herein or now or hereafter existing at law, in equity, by statute or otherwise. If any term of the Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other term hereto, and the Agreement will be interpreted and construed as if such term, to the extent the same will have been held to be invalid or unenforceable, had never been contained herein.

8.10 Notices.

Any notice hereunder will be in writing and will be deemed given: (A) upon receipt if by personal delivery or (B) 1 business day after it is sent if by next day delivery by a major commercial delivery service or by electronic mail with evidence of transmission. A copy of all notices to Turing must also be sent to legalnotices@turing.com. Either party can rely on the contact information provided in the Order Form to provide notice; provided that either party can further amend its Order Form address at any time by written notice to the other party.

8.11 Online Terms.

This Agreement, subject to modification as stated below, has been acknowledged and agreed to by Turing and Customer through the mutual agreement to an Order Form incorporating this Agreement by reference and/or Customer’s creation of an Account confirming this Agreement’s application. Turing reserves the right to update this Agreement, effective as of the date of first acknowledgement after presentation for login for any Customer Account.