Terms of Service

1. “Services” means the Token APIs, console, SDKs, API documentation and related technical support provided by the Platform.
2. “Upstream Providers” means third-party model providers aggregated or resold by the Platform, including OpenAI, Anthropic, Google and Meta.
3. “Credits”means the Platform's billing unit, purchasable in fiat currency and consumed per the published Credit Consumption Rules upon each call.
4. “Pricing List” means the published price schedule, including Credit Packs and consumption rules.
5. “Customer Content” means prompts, files, configurations etc. transmitted by you through the Services.
6. “Outputs” means responses generated by the Services in response to your requests.

2.1 Registration

You shall provide accurate, complete and current information when registering an account, and are fully responsible for all activity under your account. You shall update your information within a reasonable time of any change.

2.2 API Key Security

You shall safeguard API Keys and account passwords issued to you. You are fully liable for all activity and charges incurred via your API Keys or account; you may not invoke security incidents, employee turnover or theft of Keys to escape liability. Upon suspected compromise, immediately revoke or rotate the Key via the console.

2.3 License Scope

Subject to these Terms, the Provider grants you a non-exclusive, non-transferable, non-sublicensable, limited right during the term of these Terms to use the Services for your internal business operations. You may not resell, white-label or provide the Services to third parties via sub-accounts without the Provider's written consent; for such use cases, please request a B2B engagement (MSA + SOF).

You shall comply with the Provider's published AUP and these Terms. The AUP forms part of these Terms and includes, without limitation: prohibition of illegal use, AI-specific prohibitions (deepfakes, CSAM, election interference, etc.), no reverse engineering, no billing evasion.

You also agree to comply with the Upstream Providers' usage policies (including the OpenAI Usage Policies, Anthropic AUP, Google AI Acceptable Use Policy). If your breach causes the Provider to face claims from an Upstream Provider, you shall indemnify the Provider for all resulting losses.

4.1 Credits

The Services are billed in Credits. You purchase Credit Packs via the console; upon each call to the Services, the Provider draws down Credits from your balance in real time per the then-current Credit Consumption Rules. Credits are deemed delivered upon being credited to your account, and are non-refundable.

4.2 Payment

You may pay using credit card, wire transfer or other methods supported in the console. Credit card payments authorize the Provider to charge applicable amounts automatically.

4.3 Credit Validity

Credits do not expire. Credits remain available in your account until consumed; they are non-refundable and have no cash value.

4.4 Insufficient Balance

When your Credit balance is exhausted, the Services are automatically suspended until you top up or purchase a new Credit Pack. If auto top-up is enabled in the console, top-ups will execute per your configuration.

4.5 Price Adjustment

The Provider may adjust the Pricing List, Credit Pack prices, Credit Consumption Rules or tier discounts at any time. Material adjustments shall be announced in the console and take effect 30 days later; where Upstream Provider policy or pricing changes require synchronization, adjustments may take effect with the upstream change without observing the 30-day notice. Continued use after the effective date constitutes acceptance; if you disagree, discontinue use and stop topping up before the effective date.

4.6 Taxes

All amounts in the Pricing List are exclusive of taxes. You shall pay all applicable taxes (sales, use, VAT, withholding, etc.) levied on the transaction.

You retain all rights in Customer Content and grant the Provider a limited license to host, process, transmit and route Customer Content (including to Upstream Providers) as necessary to provide the Services.

Rights in Outputs are governed by the relevant Upstream Provider's policies; you are responsible for compliance.

Sensitive Data Restriction: you shall not transmit through the Services any health records, payment card data, biometric data or personal information of minors under 18. You assume all risk for any such submissions.

Collection, use, sharing, retention of your data and your rights are governed by the Platform's Privacy Policy.

The Provider retains all rights in the Services, the Platform, software, documentation and derivative works. No rights are granted to you except as expressly stated. You may not reverse engineer, modify, create derivatives of, or use the Services to develop competing products.

If you provide feedback or suggestions, you grant the Provider a non-exclusive, perpetual, worldwide, royalty-free, sublicensable license to use such feedback for any purpose, without obligation to attribute or compensate.

You acknowledge and agree:

1. AI model outputs are inherently probabilistic and may be inaccurate, biased, outdated or hallucinated;
2. The Services are not intended as the sole basis for medical, legal, financial or other professional decisions;
3. You are solely responsible for reviewing Outputs for suitability and for any decisions made based on Outputs.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” THE PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF UNINTERRUPTED OR ERROR-FREE OPERATION, FREEDOM FROM DATA LOSS, AND THE ACCURACY, NON-BIAS, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF ANY OUTPUT. API latency, time-to-first-token, support response times, output accuracy, long-term availability of any specific model and rate limits are provided on a best-effort basis only.

Except for: (i) your unpaid amounts; (ii) breach of confidentiality; (iii) breach of AUP causing third-party claims; and (iv) gross negligence or willful misconduct, each Party's aggregate liability shall not exceed the total amount actually paid by you to the Provider in the 12 months preceding the event giving rise to liability.

EXCEPT FOR THE FOREGOING OR AS REQUIRED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF REVENUE, PROFITS, GOODWILL OR DATA.

9.1 Termination by You

You may terminate these Terms at any time by closing your account in the console. Upon termination: (a) your purchased Credits remain available (Credits do not expire), subject to the Services remaining active; (b) consumed amounts are non-refundable; (c) auto top-up is disabled.

9.2 Termination or Suspension by Provider

The Provider may suspend or terminate your account without prior notice in the following circumstances:

1. Late payment;
2. Breach of AUP, Upstream Terms, Privacy Policy or these Terms;
3. Use that creates security, legal or reputational risk;
4. Upstream Provider request to suspend service to you; or
5. As required by law, court order or governmental authority.

9.3 Effect of Termination

Upon termination, you shall immediately cease using the Services and the Provider may revoke API Keys. Unused Credits shall be handled as follows:

1. Termination for your breach of these Terms or AUP: Credits are forfeited and non-refundable;
2. Termination for the Provider's material breach: where reasonably practicable the Provider will keep your unused Credits available for continued use or migration; in all cases Credits are non-refundable; and
3. Voluntary termination by you: as governed by Section 9.1.

The Provider shall provide you with a reasonable opportunity to download Customer Content within 60 days after termination; thereafter such content may be deleted.

10.1 Changes

The Provider may update these Terms at any time. Material updates shall be announced in the console or website and take effect 30 days later. Continued use constitutes acceptance; if you disagree, discontinue use and stop topping up.

10.2 Assignment

You may not assign these Terms without the Provider's prior written consent. The Provider may assign these Terms in connection with merger, reorganization or transfer to an affiliate.

10.3 Notices

The Provider may give notices to you by email, in-console message or website announcement.

10.4 Export Compliance

You shall not use the Services or Outputs in violation of applicable export controls, sanctions or embargo laws of the U.S., EU, Taiwan or any other applicable jurisdiction.

10.5 Severability

If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10.6 Entire Agreement

These Terms together with the AUP, Privacy Policy and Pricing List constitute the entire agreement; if you have entered into a separate MSA + SOF with the Provider, those documents shall prevail over these Terms.

10.7 Governing Law and Jurisdiction

These Terms shall be governed by the laws of the Republic of China (Taiwan), without regard to its conflict-of-laws principles. For any dispute arising out of or relating to these Terms, you and the Provider agree to submit to the Taiwan Taipei District Court as the court of first instance, without prejudice to your statutory consumer rights. Notwithstanding the foregoing, either Party may seek interim or injunctive relief from any court of competent jurisdiction.