Herodotus Cloud Terms of Service
These Terms of Service, together with any Order and the Herodotus Cloud Privacy Policy, govern access to and use of the Herodotus Cloud website, documentation, dashboard or console, APIs, software, beta features, and related services, including Atlantic and any related proving, indexing, storage proof, data, output, artifact, or support services, each as made available by Herodotus Cloud from time to time (collectively, the "Services").
"Herodotus," "we," "us," and "our" mean Herodotus Dev Ltd, a private limited company incorporated in England and Wales (company number 14304918). "Customer," "you," and "your" mean the person or entity accessing or using the Services. If an individual accepts these Terms on behalf of an entity, that individual represents and warrants that they have authority to bind that entity.
1. Acceptance and Scope
By clicking to accept these Terms, creating an account, connecting a wallet or identity provider, creating or joining a project, generating or using an API key, purchasing credits, submitting a job, or otherwise accessing or using any Services, you agree to these Terms.
If you and Herodotus have entered into a separate written agreement, order form, or statement of work covering the Services, that agreement controls solely to the extent of a direct conflict with these Terms. Otherwise, these Terms apply.
2. Eligibility and Business Use
The Services are offered only for business, commercial, research, or developer use. The Services are not offered for personal, family, or household use, and no consumer protection, cooling-off, or similar consumer rights are intended to apply.
You must be at least 18 years old and legally able to enter into contracts.
You may not use the Services if you are located in, organised in, or ordinarily resident in a country or territory subject to applicable sanctions or embargoes, or if you are listed on any applicable restricted party list.
The Services are not available to government entities, agencies, departments, or instrumentalities (including state-owned enterprises) unless Herodotus has given its prior written approval for such use. If you are or become a government entity, you must notify us promptly and cease use of the Services until written approval is obtained. Government use may be subject to additional terms.
3. Accounts, Projects, Credentials, and Authorised Users
You may access the Services using email, wallet authentication, GitHub, or other methods we make available.
You are responsible for all activity that occurs under your accounts, projects, API keys, credentials, wallet connections, signatures, tokens, webhook endpoints, task identifiers, URLs, and related access mechanisms, whether or not authorised by you.
Project administrators are responsible for inviting, managing, and removing users and for permissions assigned within a project.
You must maintain accurate account information and promptly notify us at hello@herodotus.dev of any actual or suspected unauthorised access, credential compromise, or misuse.
We may treat any action taken through your credentials, wallet signature, API key, project, or payment method as authorised by you.
4. Customer Responsibilities and Use Restrictions
You will use the Services only in compliance with these Terms, the Documentation, and applicable law.
You will not, and will not permit any third party to:
- (a) copy, modify, reverse engineer, decompile, disassemble, or create derivative works of the Services, except to the extent such restriction is prohibited by law;
- (b) sell, sublicense, resell, rent, lease, distribute, white-label, or provide the Services to third parties on a service bureau or managed service basis unless expressly authorised by Herodotus in writing;
- (c) interfere with, disrupt, or degrade the Services, including by circumventing limits, rate limits, quotas, concurrency controls, or security measures;
- (d) use the Services to process, store, or transmit regulated data (including protected health information, payment card data, government classified or export-controlled data, special category personal data, or data relating to children), or use the Services in connection with life-critical, safety-critical, or high-risk activities, or in violation of sanctions, export controls, or anti-money laundering laws, unless we have expressly agreed in writing; or
- (e) probe, scan, test, or exploit vulnerabilities in the Services, or introduce malware, harmful code, or denial of service traffic.
5. Customer Content
"Customer Content" means any code, data, files, programs, binaries, proofs, PIE files, inputs, webhook configurations, messages, or other materials that you or your users submit to, upload to, or transmit via the Services.
As between the parties, you retain your rights in Customer Content.
You grant Herodotus and its service providers a worldwide, non-exclusive, royalty-free licence to host, store, copy, reproduce, process, transmit, display, perform, modify, transform, and create derivative works of Customer Content solely as necessary to provide, operate, secure, support, troubleshoot, improve, and enforce the Services, to prevent abuse, to comply with law, and to generate aggregated or de-identified analytics, service metrics, and operational statistics.
You represent and warrant that you have all rights, permissions, consents, and legal bases necessary for Herodotus to process Customer Content under these Terms, and that Customer Content and your use of the Services will not violate any law or third-party rights.
6. Outputs, Service Data, and Open-Source Components
Subject to these Terms and payment of applicable fees, you may use outputs, proofs, reports, responses, artifacts, and other deliverables generated for your account through the Services for your lawful business purposes.
Herodotus retains all right, title, and interest in and to the Services, Site, Documentation, service configuration, software, workflows, models, methods, know-how, logs, telemetry, metering data, usage data, aggregated statistics, and all related intellectual property rights. No rights are granted except as expressly stated in these Terms.
Some outputs may rely on public blockchain data, third-party infrastructure, or public networks and may be publicly visible, irreversible, delayed, unavailable, or affected by chain reorganisations, gas conditions, verifier conditions, or third-party limits. You are solely responsible for determining whether and how to publish, distribute, or rely on any outputs.
The Services may incorporate or be provided alongside open-source software components, each of which is licensed under its own applicable open-source licence. Nothing in these Terms limits or overrides the rights granted to you under any such open-source licence. Where there is a conflict between these Terms and an applicable open-source licence with respect to the relevant open-source component, the open-source licence prevails for that component. A list of material open-source components and their licences is available on request to existing customers.
7. Service Operation and Third-Party Dependencies
The Services may depend on third-party providers and infrastructure, including cloud hosting, wallet providers, identity providers, proving systems, settlement networks, blockchains, and payment processors. We do not control third-party services and are not responsible for their acts, omissions, availability, pricing, performance, security, or changes. We may set or change technical limits, rate limits, quotas, permitted workloads, supported networks, or service eligibility criteria at any time.
Pricing estimates, completion estimates, and similar information shown on the Site, in the console, or during job submission are informational only. Final billable usage may differ based on actual workload characteristics, network conditions, gas costs, or other factors. Beta, preview, testnet, promotional, or free Services are provided on an as-is basis, may be modified or withdrawn at any time, and carry no SLA, uptime, or support commitments unless separately agreed in writing.
In the event of a service disruption, outage, error, or other issue affecting the Services, Herodotus may, in its sole discretion and in good faith, implement remedial measures, workarounds, patches, migrations, or alternative solutions it considers appropriate, without liability for the chosen approach or timeline, provided that any such measures are undertaken in good faith with a view to restoring or maintaining the Services.
8. Fees, Billing, Credits, and Payment Authorisation
You agree to pay all fees, charges, and amounts specified on the Site, in the console, in an Order, or otherwise communicated by Herodotus, including prepaid credits, recurring fees, usage-based charges, overages, gas or network pass-through charges, taxes, and other applicable amounts.
We may change fees or pricing methodology prospectively by posting updated pricing or otherwise giving notice. For material adverse pricing changes (including fee increases and reductions in included usage), we will provide at least 30 days' advance notice. Continued use of the Services after the effective date of a pricing change constitutes acceptance of the updated pricing.
You authorise Herodotus and its payment processor to charge your designated payment method for all amounts due under these Terms. Herodotus usage records and billing records are conclusive for billing purposes except in the case of manifest error.
Unless otherwise stated in an Order, credits are non-refundable, non-transferable, non-redeemable for cash, do not accrue interest, may be revoked for breach or misuse, and expire 12 months after purchase, except where prohibited by law. Promotional or free credits may be modified, limited, or withdrawn at any time and may carry shorter expiry periods.
Fees are exclusive of all sales, use, value-added, withholding, GST, VAT, or similar taxes, duties, levies, or assessments, other than taxes based on Herodotus net income. You are responsible for all such taxes.
If any payment fails, is disputed, reversed, or charged back, we may suspend or terminate the Services immediately, collect the outstanding amount by any lawful means, and charge you for reasonable collection costs and expenses.
Except as required by law, all fees are final and non-refundable. You must submit any billing dispute in writing to hello@herodotus.dev within 30 days after the applicable charge date, or the dispute is waived.
Initiating a chargeback without first using this process is a material breach. We may correct billing errors at any time.
9. Security, Monitoring, and Retention
You are responsible for securing your systems, credentials, wallets, webhook destinations, and endpoints.
We may monitor use of the Services and collect technical, operational, and usage data, including logs, telemetry, cookies, and analytics, to operate, secure, support, meter, maintain, audit, and improve the Services and to enforce these Terms.
You are solely responsible for retaining copies of Customer Content and outputs you need. The Services are not an archive or backup service unless expressly stated otherwise in writing.
We may delete certain storage-intensive Customer Content, including PIE files, proofs, and other file-based or substantial in size inputs and outputs, as soon as 2 days following their completion or generation. We will retain all other Customer Content, artifacts, logs, outputs, projects, and related materials for a minimum of 30 days after completion, expiration, or termination of the applicable service period, and in any event we have no obligation to retain them after that period. Free, beta, or promotional outputs may be deleted immediately or within 7 days of generation or service termination.
10. Privacy, Data Processing, International Transfers, and Sensitive Information
Our collection and use of personal data, cookies, analytics data, and service logs are described in the Herodotus Cloud Privacy Policy, which is incorporated into these Terms by reference.
The Services are hosted across multiple providers and jurisdictions. Core API and infrastructure services are hosted on Google Cloud Platform in Canada. Frontend and edge services are hosted on Vercel. Certain legacy components may be hosted in the European Economic Area during migration.
Herodotus may process, store, replicate, cache, or transfer Customer Content and service data to and from infrastructure in other jurisdictions at its discretion and without notice, including for redundancy, disaster recovery, performance optimisation, proving workloads, content delivery, or third-party service dependencies. By using the Services, you consent to the transfer and processing of Customer Content and personal data outside your country of residence, including outside the United Kingdom and the European Economic Area.
Where required by the UK General Data Protection Regulation (UK GDPR) or other applicable data protection law, Herodotus relies on appropriate transfer mechanisms for international data transfers, including the UK International Data Transfer Agreement or UK Addendum to the EU Standard Contractual Clauses, as applicable.
A standard Data Processing Addendum and a list of current subprocessors are available on request to existing customers at legal@herodotus.dev. Herodotus will provide reasonable advance notice to existing customers of material changes to its subprocessors.
Except to the extent expressly set out in a separate written agreement, the Services are not offered with any bespoke confidentiality, data residency, or regulated data handling commitments. You acknowledge that Herodotus may access, review, use, and disclose Customer Content as reasonably necessary to provide the Services, prevent abuse, enforce these Terms, and comply with applicable law.
11. Suspension and Termination
We may suspend, restrict, or terminate your access to any or all Services immediately, with or without notice, if:
- (a) you breach these Terms or any Order;
- (b) payment is due and unpaid, or a payment method fails;
- (c) we reasonably suspect fraud, abuse, misuse, unlawful conduct, security risk, sanctions risk, or excessive technical load;
- (d) required by law, court order, regulator, or third-party provider; or
- (e) continued provision of the Services is impracticable, commercially unreasonable, or would expose Herodotus or its providers to risk.
You may stop using the Services at any time. Unless a separate written agreement states otherwise, termination or closure does not relieve you of any obligation to pay accrued or previously committed fees.
Upon termination, Herodotus will make Customer Content available for export for 30 days following the effective date of termination. After that period, Herodotus may delete all Customer Content, outputs, artifacts, and related materials without further notice or liability.
Sections that by their nature should survive termination survive termination, including payment obligations, restrictions, disclaimers, limitations of liability, indemnities, dispute terms, and provisions concerning data retention, ownership, and use of aggregated data.
12. Intellectual Property and Feedback
The Services, Site, Documentation, and all related technology are and remain the property of Herodotus and its licensors.
If you provide suggestions, ideas, enhancement requests, corrections, or feedback relating to the Services, Herodotus may use them without restriction or obligation to you.
No implied licences arise under these Terms.
13. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
Herodotus disclaims all warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, accuracy, availability, security, interoperability, or that the Services will be uninterrupted, error-free, timely, complete, or suitable for your intended use.
Without limiting the foregoing, Herodotus does not warrant that any job, proof, index, query, report, submission, or transaction will be accepted, processed, completed, verified, finalised, settled, stored, or remain available, or that any result will be accurate, complete, or legally effective.
14. Limitation of Liability
To the maximum extent permitted by law, Herodotus and its affiliates, licensors, service providers, officers, directors, employees, contractors, and agents will not be liable for any indirect, incidental, special, exemplary, consequential, or punitive damages, or for any loss of profits, revenue, goodwill, data, business opportunity, anticipated savings, or interruption, even if advised of the possibility of such damages.
To the maximum extent permitted by law, the aggregate liability of Herodotus arising out of or relating to the Services or these Terms will not exceed the total fees actually paid by Customer to Herodotus for the Services giving rise to the claim during the 12 months immediately preceding the event giving rise to the claim. If Customer has not paid any fees for the Services giving rise to the claim, Herodotus total aggregate liability will not exceed US$100.
The exclusions and limitations in these Terms apply regardless of the form of action, whether in contract, tort, strict liability, statute, or otherwise, and apply even if any limited remedy fails of its essential purpose.
Nothing in these Terms excludes or limits liability: (a) for death or personal injury caused by negligence; (b) for fraud or fraudulent misrepresentation; (c) under section 2(3) of the Consumer Protection Act 1987; or (d) for any other liability that cannot be excluded or limited under applicable law.
15. Indemnification
You will defend, indemnify, and hold harmless Herodotus and its affiliates, officers, directors, employees, contractors, licensors, and service providers from and against any claims, actions, proceedings, damages, judgments, settlements, fines, penalties, losses, liabilities, costs, and expenses, including reasonable legal fees, arising out of or relating to:
- (a) Customer Content;
- (b) your or your users' use of the Services;
- (c) your breach of these Terms or applicable law;
- (d) your infringement or misappropriation of any third-party rights; or
- (e) any product, service, application, workflow, or on-chain activity built, operated, or enabled by you using the Services.
Herodotus will: (i) give you prompt written notice of any claim for which it seeks indemnification (provided that failure to give prompt notice will not relieve your indemnification obligations except to the extent you are materially prejudiced by such failure); (ii) give you reasonable control over the defence and settlement of the claim; and (iii) provide reasonable cooperation at your expense. Herodotus may participate in the defence with its own counsel at its own expense. You may not settle any claim in a manner that imposes obligations on Herodotus or admits liability on behalf of Herodotus without Herodotus prior written consent.
16. Governing Law and Dispute Resolution
These Terms and any dispute arising out of or relating to them are governed by the laws of England and Wales, excluding its conflict of laws rules.
Before either party commences court proceedings (other than an application for injunctive or other urgent equitable relief), the parties will attempt in good faith to resolve the dispute through negotiation for a period of at least 30 days following written notice of the dispute.
The courts of England and Wales will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Services, and each party irrevocably submits to those courts and waives any objection based on venue or forum non conveniens.
17. Changes to the Services and Terms
We may modify or discontinue any part of the Services at any time.
We may update these Terms from time to time. For material adverse changes, we will provide at least 30 days' advance notice. If you continue to use the Services after the effective date, you accept the updated Terms. If you do not agree to material changes, your sole remedy is to stop using the Services before the effective date.
If applicable law requires notice, we may provide notice through the Site, the console, email, or other electronic means.
18. Miscellaneous
These Terms, together with any applicable Order and the Privacy Policy, constitute the entire agreement between you and Herodotus regarding the Services and supersede prior or contemporaneous understandings on the same subject matter.
If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect.
Herodotus may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets. You may not assign or transfer these Terms without Herodotus prior written consent.
No waiver by either party will be deemed a further or continuing waiver of any other term or condition.
Herodotus will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including war, pandemic, governmental action, infrastructure failures, cyberattacks, blockchain disruptions, or third-party provider failures.
Notices to Herodotus must be sent to legal@herodotus.dev, Herodotus Dev Ltd, 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom. We may give notices to you using the contact details associated with your account or project.
The English language version of these Terms controls.