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Terms of service

Last Updated: May 9, 2025
Effective Date: May 9, 2025

1. PREAMBLE​

Welcome to Azerion Intelligence! Our platform provides services that allow its Customers to access various large language models (LLMs) through a unified API gateway and utilize a marketplace of production-ready AI applications (hereinafter – the “Service”).

These Terms of Service constitute a legally binding agreement (hereinafter - the “Agreement” or the “Terms”) entered into by and between Azerion Intelligence (referred to as the “Company”, “We”, “Us”, or “Our”), with its primary place of business in Amsterdam, the Netherlands, and any person or entity who accesses and uses our Platform or our Service ("You" or the “Customer”). Our primary application interface is accessible via https://app.azerion.ai.

These Terms apply to any use of and/or access to our Service by You. By using or accessing our Service, including our website https://azerion.ai and our application platform https://app.azerion.ai, You agree to comply with and be bound by these Terms. If You do not agree with these Terms, You are not permitted to use or access the Service.

2. DEFINITIONS​

  • “Account” means a unique record created for a Customer that provides access to the Service and describes the financial relationship between the Company and the Customer. It maintains unified records of the Service used, containing billing information, including Credits purchased, payments made by the Customer, and amounts payable under these Terms.
  • “Applicable Data Protection Laws” means all laws, regulations, rules, and guidance related to privacy, data protection, and the processing of personal data in general, which apply to the offering and providing the Service, including but not limited to the General Data Protection Regulation (GDPR).
  • “API” means the application programming interface provided by the Company that enables Customers to send Input to Models and receive Output, including the OpenAI-compatible API.
  • “API Keys” means unique identifiers provided by the Company to the Customer to authenticate and authorize their access to the API.
  • “Beta Services” means certain features, services, or functionalities, such as agent builders or on-premise deployments, that may be offered by the Company on a trial, beta, or early access basis, which may be subject to additional terms or limitations.
  • “Credits” means the units purchased by Customers to make API calls and access certain features of the Service.
  • “Customer” means any natural person (aged 18 or older) or legal entity that registers for an Account and uses the Service.
  • “Customer’s Product” means any product, service, application, or system developed, managed, or distributed by the Customer that utilizes or integrates with Our Service.
  • “End User” means any individual allowed by Customer to access and use the Service, directly or indirectly through the Customer’s Product, subject to compliance with these Terms.
  • “EU AI Act” means “Regulation of the European Parliament and of the Council laying down harmonised rules on artificial intelligence (Artificial Intelligence Act) and amending certain Union legislative acts” COM/2021/206, as may be amended or superseded.
  • “Input” means any data, text, image, audio, video query, or other information that You submit through the Service to prompt the Models.
  • “Linked Documents” means documents which are an integral part of this Agreement and apply to the Service by reference. The Linked Documents include Our Privacy Policy and any applicable Acceptable Use Policies of LLM Providers.
  • “LLM Providers” means third-party providers of large language models (e.g., OpenAI, Meta, Anthropic, Mistral) that are made accessible through the Service.
  • “Marketplace” means the Company’s marketplace of production-ready AI applications that Customers can access and use, potentially subject to subscription fees.
  • “Marketplace Application” means an AI application made available on the Marketplace by the Company or third-party developers.
  • “Model” means any computational algorithm, system, or framework, typically a large language model, developed to analyze data and learn patterns for performing specific tasks, including but not limited to prediction, classification, generation, or decision-making, made available through the Service.
  • “Output” means any data, text, image, audio, video results, or other information generated by the Models in response to the Input provided by the Customer through the Service.
  • “Personal Data” means any information relating to an (directly or indirectly) identified or identifiable individual, as defined by Applicable Data Protection Laws.
  • “Platform” means the software and hardware platform, including the web-based dashboard and API, that provides means to use the Service, primarily available via https://app.azerion.ai.
  • “Service” means the Azerion AI Platform, an enterprise-grade AI-as-a-Service (AIaaS) offering a unified API gateway to access various Models and a Marketplace of production-ready AI applications, and any complementary services provided by the Company.

3. SCOPE OF THE SERVICE​

a. Our Service provides Customer with access to and use of available Models via a web-based dashboard or an OpenAI-compatible API. Customers can submit Input and a set of parameters, which may depend on the Model. In response, the Customer receives Output. The Service also includes a Marketplace where Customers can subscribe to and use various AI applications.

b. Requests can be made through the following methods:

  • i. API: Each request must include the Customer's unique API Key for authentication and authorization.
  • ii. Web-based dashboard: Provides a user interface for Customers to interact with Our Service directly, manage their Account, purchase Credits, and access the Marketplace.

c. Key Features include, but are not limited to:

  • i. Unified access to multiple LLM Providers.
  • ii. Real-time cost/performance benchmarking information (where available).
  • iii. Auto model selection and failover capabilities (where applicable).
  • iv. Centralized billing and usage tracking.

d. Beta Services: Some features or services may be offered as Beta Services. These are provided "AS IS" and may contain bugs or errors. The Company makes no representations or warranties regarding Beta Services and may discontinue them at any time. Use of Beta Services is at Your own risk.

e. Customers acknowledge and agree that, by using Our Service, they are interacting with AI systems, some ofwhich may be defined as such by the EU AI Act. Customers are obliged to inform End Users of this fact prior to their use of the Service, where applicable.

4. API USAGE​

a. The Company grants the Customer a worldwide, revocable, non-exclusive, non-sublicensable, and non-transferable right to use the API for the term of the Agreement. This right is granted for the purpose of integrating the API into the Customer’s Product to make the Service available via the Customer’s Product, or for direct use by the Customer.

b. The right to use the API includes the right to allow End Users to use the Service through Customer’s Product, provided that Customer ensures such End Users comply with these Terms.

c. The Customer is responsible for informing its End Users about these Terms and any applicable terms from LLM Providers when End Users use the Service through the Customer’s Product.

5. CUSTOMER RESPONSIBILITIES​

a. Account Creation: To access and use the Service, You must create an Account using Your e-mail address and complete the onboarding form available on the Platform. It is essential that You provide accurate, complete, and current information during the registration process. You are responsible for ensuring that the information in Your Account remains up to date.

b. API Key Security: To use Our API, You will need an API Key. You are responsible for maintaining the security of Your API Key(s) and for any activity that occurs using Your API Key(s). You must notify Us immediately of any unauthorized use of Your API Key(s).

c. Age Limitation: To create an Account and use the Service, You must be at least 18 years old. By registering an Account, You confirm that You meet this age requirement.

d. Legal Entity Representation: If the Customer is a legal entity, the person accepting these Terms on behalf of the entity confirms that they have the right, power, and authority to contractually bind that entity.

e. Rate Limits: We may enforce rate limits on API requests to ensure fair usage and stability of the Service. You agree not to attempt to exceed these rate limits. Information on rate limits may be provided on the Platform or in API documentation.

f. Restrictions: The Customer will not, and will not permit End Users to:

  • i. Use our Service for any illegal, unlawful, or prohibited purposes, including but not limited to activities that promote or facilitate terrorism, illegal hate speech, child exploitation, infringement of consumer protection rights, violation of privacy and data protection rights, violation of advertising laws, or causing harm to third parties or the Company.
  • ii. Use or access the Service to develop a product or service that directly competes with the core offerings of the Service or engage in unauthorized competitive analysis or benchmarking.
  • iii. Reverse engineer, decompile, disassemble, modify, or create derivative works from the source code underlying the Platform or non-public aspects of the Service, except as permitted by applicable law.
  • iv. Use the Service as or in a high-risk AI system as defined in the EU AI Act, or in prohibited AI practices as defined in the EU AI Act, unless explicitly authorized by the Company in writing and in full compliance with all applicable legal and regulatory requirements.
  • v. Transfer, distribute, resell (except as part of Customer's Product with value added beyond mere resale of the Service), lease, license, or assign the Service on a standalone basis without Our express written consent.
  • vi. Make API requests that exceed specified limits, impose an unreasonable or disproportionately heavy load on the API or Service infrastructure, or negatively impact the ability of others to access or use the API or Service.
  • vii. Attempt to probe, scan, or test the vulnerability of the Service, breach security or authentication measures without proper authorization, or intentionally render any part of theService unusable.
  • viii. Infringe the rights of third parties, including but not limited to intellectual property rights, privacy rights, or contractual rights.
  • ix. Use, modify, copy, reproduce, create derivatives of, or distribute the Service, including Output, in whole or in part, for (a) any military purposes in violation of international humanitarian law, (b) purposes of unlawful surveillance, including any research or development relating to such surveillance, (c) biometric processing in violation of applicable laws or fundamental rights.
  • x. Use the Service in violation of applicable laws or outside the scope expressly permitted by these Terms or the terms of any applicable LLM Provider.
  • xi. Submit any Input that contains viruses, malware, or other harmful code. g. Customer Obligations: Customer using our Platform and/or our Service shall:
  • i. Adhere to all applicable local, national, and international laws and regulations.
  • ii. Maintain the confidentiality of Account credentials and API Keys and notify Us immediately of any suspected or actual unauthorized use.
  • iii. Use the Service as intended and in accordance with these Terms and ensure that all End Users also comply with these Terms and any applicable terms from LLM Providers.
  • iv. Pay for the Service on terms agreed upon. Ensure timely payment of all fees to maintain uninterrupted access to the Service.
  • v. Be solely responsible for the development, operation, maintenance, and content of Customer’s Products, and for all claims relating thereto.
  • vi. If submitting AI applications to the Marketplace (where such functionality is offered), comply with all submission guidelines and quality standards set by the Company. The Company reserves the right to approve or reject any application submitted to the Marketplace. h. Content Moderation: The Company does not currently plan a manual moderation process for Input or Output. However, We reserve the right to implement such processes or use automated tools to monitor for violations of these Terms or applicable law, and to take appropriate action, including content removal or Account suspension.

6. SERVICE FEES AND PAYMENT PROCEDURE​

a. Pricing: Our pricing for API usage is based on Credits. The cost of API calls may vary depending on the Model used and other factors. The specific Credit consumption rates for each Model or service will be detailed on Our Platform. Subscription fees for Marketplace Applications will also be specified on the Platform. The Company reserves the right to modify fees at its discretion. We will endeavor to provide reasonable notice of significant price changes, but it is the Customer's responsibility to review and verify the current fees on the Platform.

b. Credit-Based Access: The Service is primarily provided on a pre-paid basis using Credits. Customers must purchase Credits to make API calls. Credits can be purchased by topping up Your Account balance via Stripe, with a minimum top-up amount of €5 and a maximum of €25,000 (or as otherwise specified on the Platform). Credits purchased are generally valid for one year from the date of purchase, unless otherwise specified.

c. Marketplace Subscriptions: Access to certain Marketplace Applications may require a recurring monthly (or other periodic) subscription fee, billed in advance. Subscription fees will be charged to Your registered payment method via Stripe.

d. Promotional Credits: The Company may, at its sole discretion, provide the Customer with promotional or free Credits to try the Service. The Company reserves the right to grant, modify, or revoke these promotional Credits at any time and without prior notice. Promotional Credits may have different expiration terms or usage restrictions.

e. Payment Processor: All payments are processed through Stripe. By making a payment, You agree to Stripe's terms of service.

f. Taxes: Each Party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (including any VAT or similar taxes) that are imposed upon or with respect to the transactions and payments under these Terms. All fees payable by the Customer are exclusive of Taxes, except where applicable law requires otherwise. The Company may collect Taxes from You if required by law.

g. Billing Information: Before Your first purchase of Credits or subscription, We will request and determine Your country of residence/establishment, whether You are a natural person or a legal entity, and Your tax identification number (if applicable). This information is necessary for compliance with tax regulations. Invoices will be issued upon successful payment.

h. Misdeclaration: The Customer will be liable to pay or reimburse the Company for any taxes, interest, penalties, or fines arising out of any misdeclaration or misinformation provided by the Customer to the Company.

i. Refund Policy:

  • i. Credits: Refunds for purchased Credits may be available if requested within twenty-four (24) hours of purchase, only if the Credits are entirely unspent. Requests must be made to Our support team.
  • ii. Subscription Fees: Platform fees for Marketplace Application subscriptions are generally non-refundable once a billing period has commenced.
  • iii. The Company reserves the right to deny refund requests in cases of suspected abuse or violation of these Terms.

7. DATA USAGE AND PROCESSING​

a. Input and Output Processing: By using the Service, You grant Us a license to access, use, host, cache, store (temporarily, as necessary for service provision), reproduce, transmit, display, publish (only as directed by You, e.g., through a Customer Product), distribute (as per Your instructions), and modify Your Inputs and Outputs solely to operate, provide, maintain, and improve the Service for You. These rights and licenses are royalty-free, transferable (to our service providers as necessary), sub-licensable (to our service providers as necessary), and worldwide.

b. No Persistent Storage of Prompts/Responses for Training by Us: The Company does not store Your Inputs (prompts) or Outputs (responses) for the purpose of training its own AI models or for any other purpose beyond what is strictly necessary to provide the Service to You and for troubleshooting, unless You explicitly consent to such use (e.g., for a Beta Service that requires it). Inputs and Outputs are processed by the selected LLM Providers according to their respective terms and privacy policies.

c. Analytics and Usage Tracking: The Company collects and processes basic analytics data related to Your use of the Service, such as API call volume, features used, and Credit usage. This data is used for billing, service improvement, operational monitoring, and to provide You with insights into Your usage. This data will be handled in accordance with Our Privacy Policy.

d. Customer Responsibility for Input: You are solely responsible for Your Input. You represent and warrant that You have all necessary rights, licenses, and permissions to submit Input to the Service and that Your Input does not violate any applicable laws or third-party rights.

e. Output Responsibility: The Output is generated by AI Models, many of which are provided by third-party LLM Providers. The Company does not guarantee the accuracy, reliability, completeness, or appropriateness of the Output. You are solely responsible for Your use of the Output, including any decisions made or actions taken based on it.

8. PERSONAL DATA​

a. Privacy Policy: We may process Your Personal Data which You provide when signing up, creating an Account, logging into the Account, and using the Service, subject to the terms set out in Our Privacy Policy, available at [Link to Azerion Intelligence Privacy Policy - e.g., azerion.ai/privacy-policy] (the "Privacy Policy"). The Company acts as a data controller for Personal Data related to Account management and Service administration.

b. Customer as Controller: You are responsible for any required notices, consents, and/or authorizations related to Your provision of, and the Company’s processing of, any Personal Data as part of the Input You submit to the Service. You must ensure that Your use of the Service, including the submission of Input containing Personal Data, complies with all Applicable Data Protection Laws. The Company generally acts as a data processor for Personal Data contained within Input, processed on Your behalf according to Your instructions and these Terms. A Data Processing Addendum (DPA) may be required and can be requested from the Company.

c. No Sensitive Personal Data in General Use: The Platform is not intended for the processing of sensitive Personal Data (as defined by GDPR Article 9 or similar categories under other laws) within Inputs unless explicitly agreed upon with the Company and subject to appropriate safeguards and a DPA. Any unauthorized submission of such data is strictly prohibited, and the Customer shall be solely responsible for compliance with all relevant data protection laws and regulations.

d. GDPR Compliance: The Company aims to be GDPR-compliant in its data processing activities.

9. SUSPENSION OR TERMINATION OF ACCESS​

a. Termination by Customer: You may terminate Your Account and access to the Service at any time by following the account closure procedures on the Platform or by sending a written notice to Our support team. Upon termination:

  • i. Your access to Your Account and our Service will cease.
  • ii. You will remain responsible for all fees and charges incurred up to the termination date.
  • iii. For purchased Credits, refunds may be issued as per Section 6(i)(i).
  • iv. Marketplace subscriptions will typically end at the conclusion of the current billing cycle, and no pro-rata refunds will be issued for the remaining period of the cycle. b. Suspension or Termination by Company: We may suspend or terminate Your access to the Service, or parts thereof, if:
  • i. You violate these Terms or any Linked Documents.
  • ii. You fail to pay applicable fees when due.
  • iii. Required by law or requested by a governmental or regulatory authority.
  • iv. Your use of the Service poses a security risk, may harm Us or other users, or may subject Us or third parties to liability.
  • v. You cease to operate in the ordinary course, make an assignment for the benefit of creditors, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding. We will generally provide notice of suspension or termination when possible, though in urgent situations (e.g., severe security risk or illegal activity), suspension or termination may be immediate. c. Termination by Company Without Cause: We may terminate Your access without cause by providing at least thirty (30) days prior written notice to You. In this case, if You have pre-paid for Credits that remain unconsumed, We will refund a pro-rata portion of such unconsumed pre-paid fees. d. Effect of Termination: Upon termination for any reason, all rights granted to You under these Terms will immediately cease. Sections that by their nature should survive termination will survive, including but not limited to sections on intellectual property, disclaimers, limitation of liability, indemnification, and governing law.

10. INTELLECTUAL PROPERTY​

a. Company IP: The Company and its licensors hold exclusive ownership of all rights, titles, and interests (including intellectual property rights) in and to the Platform, the Service (including its underlying software, architecture, and non-public elements), our API, any Company-provided SDKs, our trademarks, and any documentation or materials We provide. This excludes third-party Models and third-party Marketplace Applications.

b. Customer IP: You retain exclusive ownership of all rights, titles, and interests (including intellectual property rights) to Your original Input.

c. Output Ownership and Use: Subject to these Terms and the terms of any applicable LLM Provider, You own the Output generated in response to Your Input. You are solely responsible for ensuring that Your use of the Output complies with all applicable laws and does not infringe any third-party rights. The Company claims no ownership rights to Your Input or the Output generated specifically for You, except for the limited licenses granted in Section 7(a) necessary to provide the Service.

d. Feedback: If Customer or End User provides the Company with any suggestions, enhancement requests, recommendations, or other feedback regarding the Service (“Feedback”), the Company shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable, assignable, irrevocable, and perpetual license to implement, use, modify, commercially exploit, incorporate into the Service, or otherwise use such Feedback without any obligation or compensation to You.

e. Marketplace Applications: Ownership of Marketplace Applications developed by third parties remains with those third parties, subject to any license terms they provide.

11. MODELS AND LLM PROVIDERS​

a. Access to Third-Party Models: The Service provides Customers with the ability to interface with Models, many of which are developed and maintained by third-Party LLM Providers (e.g., OpenAI, Meta, Anthropic, Mistral).

b. No Guarantee of Output: The Company does not develop or control these third-party Models and does not guarantee the accuracy, reliability, safety, validity, or appropriateness of the Outputs generated by these Models. Outputs are provided for informational purposes only and should be independently verified.

c. Customer Risk: Customers acknowledge and agree that the use of Models and their Output is at their own risk and discretion. The performance of Models can vary, and they may produce incomplete, incorrect, or offensive Output.

d. LLM Provider Terms: Your use of specific Models may be subject to the End User License Agreements (EULAs), acceptable use policies, and other terms of the respective LLM Providers. It is Your responsibility to review and comply with those terms. The Company may provide links to such terms on the Platform for convenience but is not responsible for their content or enforcement. Failure to comply with LLM Provider terms may result in suspension or termination of Your access to those Models via Our Service.

12. THIRD-PARTY SERVICES AND INFRASTRUCTURE​

a. General: In addition to Models from LLM Providers, the Service may integrate with or rely on other third-party components, services, and infrastructure, including payment processors (e.g., Stripe) and cloud infrastructure providers (e.g., AWS Bedrock, Huawei infrastructure, Google Cloud Platform).

b. No Endorsement or Liability: Such Third-Party Services are offered by third parties and may be subject to their own separate legal notices or agreements. The Company is not responsible for and cannot be held liable for the availability, performance, content, or any other aspect of these Third-Party Services.

c. Customer Responsibility: If the Customer chooses to interact with or rely on Third-Party Services made available through or used by the Service, the terms of such third parties will govern their relationship with the Customer concerning those services. The Customer is responsible for its compliance with such third-party terms. The Company is not responsible or liable for Third-Party Services or for such third parties’ terms or actions.

13. DISCLAIMER OF WARRANTIES​

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, THE PLATFORM, THE MODELS, THE OUTPUTS, AND ANY CONTENT OR MATERIALS PROVIDED BY US, OUR LLM PROVIDERS, OR OTHER SUPPLIERS ARE OFFERED "AS IS" AND "AS AVAILABLE”, WITHOUT WARRANTIES, REPRESENTATIONS, OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

WE AND OUR SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICE, MODELS, OR OUTPUTS, INCLUDING BUT NOT LIMITED TO THEIR QUALITY, SUITABILITY, ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, SAFETY, OR FITNESS FOR A PARTICULAR PURPOSE. ALL REPRESENTATIONS AND WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED.

WE AND OUR SUPPLIERS DO NOT WARRANT THAT THE SERVICE, MODELS, OR OUTPUTS ARE OR WILL BE ERROR-FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED. WE AND OUR SUPPLIERS DO NOT GUARANTEE THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY PART OF THE SERVICE OR ANY OUTPUT. WE AND OUR SUPPLIERS ALSO DO NOT ENSURE THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR OPERATE AT ANY PARTICULAR SPEED OR CAPACITY.

AI OUTPUT MAY NOT ALWAYS BE ACCURATE AND IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. YOU ACKNOWLEDGE THAT THERE ARE RISK AREAS ASSOCIATED WITH THE USE OF AI, INCLUDING BUT NOT LIMITED TO CODE GENERATION AND CHATBOTS IN SENSITIVE AREAS (E.G., FINANCE, HEALTH). YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AND MITIGATING SUCH RISKS.

WE MAY SUSPEND, WITHDRAW, DISCONTINUE, OR CHANGE ALL OR ANY PART OF THE SERVICE WITHOUT NOTICE, ALTHOUGH WE WILL ENDEAVOR TO PROVIDE NOTICE FOR MATERIAL CHANGES WHERE PRACTICABLE.

14. LIMITATION OF LIABILITY​

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE COMPANY NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS (INCLUDING LLM PROVIDERS AND INFRASTRUCTURE PROVIDERS), OR LICENSORS SHALL BE HELD LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, GOODWILL, DATA, USE, OPPORTUNITY, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE, MODELS, OR OUTPUTS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS INCLUDES, WITHOUT LIMITATION, DAMAGES RESULTING FROM THE USE OR INABILITY TO USE THE SERVICE; THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR ANY OTHER MATTER RELATING TO THE SERVICE.

THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITIES, OR LOSSES ARISING FROM THE DOWNSTREAM USE OF AI-GENERATED CONTENT OR OUTPUT BY YOU OR YOUR END USERS.

IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF: (I) THE TOTAL AMOUNT YOU PAID TO THE COMPANY FOR THE USE OF THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, OR (II) FIVE HUNDRED EUROS (€500.00).

THESE LIMITATIONS OF LIABILITY APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

15. INDEMNIFICATION​

You agree to defend, indemnify, and hold harmless the Company, Our employees, officers, directors, agents, affiliates, LLM Providers, and other suppliers from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

  • a. Your access to or use of the Service, Models, or Output.
  • b. Your Input or any content You develop, provide, or make available through the Service or Customer’s Products.
  • c. Your Customer’s Products.
  • d. Your breach or alleged breach of these Terms, any Linked Documents, or any applicable third-party terms (including those of LLM Providers).
  • e. Your violation of any applicable law or the rights of any third party (including intellectual property rights, privacy rights, or other proprietary rights) in connection with Your use of the Service.
  • f. Any dispute between You and any End User or other third party related to Your use of the Service.

The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will cooperate with Us in asserting any available defenses.

16. GOVERNING LAW AND DISPUTE RESOLUTION​

a. Governing Law: These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of law principles.

b. Dispute Resolution: All disputes arising out of or in connection with these Terms shall be exclusively submitted to the competent courts of Amsterdam, the Netherlands.

17. CHANGES TO TERMS​

a. The Company reserves the right to modify, amend, or update these Terms at any time in its sole discretion. Any changes will be effective immediately upon posting the revised Terms on our Platform or through the Service.

b. We will provide notice of any material changes to these Terms. Notice may be provided via email to the address associated with Your Account, through the Service dashboard, or by posting a prominent notice on our Platform. It is Your responsibility to review the Terms periodically for any updates or changes.

c. Your continued use of the Service after the effective date of such changes will constitute Your acceptance of the revised Terms. If You do not agree to the changes, You must stop using the Service and terminate Your Account. You do not have the ability to opt-out of changes to these Terms other than by discontinuing use of the Service.

18. MISCELLANEOUS​

a. No Agency: These Terms do not create any agency, partnership, joint venture, employment, or fiduciary relationship between the Customer and the Company.

b. Severability: If any term (or part of a term) of these Terms and/or any document referred to in these Terms is found by a court of competent jurisdiction to be invalid, void, illegal, or unenforceable, the remaining provisions of the Terms and any document referred to in the Terms will remain in full force and effect.

c. No Waiver: Neither Party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms and/or any document referred to in these Terms. A waiver of any term or condition will not be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition.

d. Assignment: The Customer may not assign, transfer, or delegate any of its rights or obligations under these Terms, in whole or in part, by operation of law or otherwise, without the prior written consent of the Company. Any attempted assignment without such consent will be void. The Company reserves the right to assign, transfer, or delegate any of its rights, duties, or obligations under these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the Company notifies the Customer of such assignment where required by law.

e. Anti-Corruption Clause: The Parties adhere to all applicable anti-corruption laws. The Parties hereby acknowledge and confirm that they have adopted a policy of zero tolerance to bribery and corruption, involving a total ban on any corrupt practices and on any facilitation payments. The Parties, their affiliates, employees, as well as intermediaries and representatives directly or indirectly involved in the performance of the Parties' obligations, shall not accept, pay, offer to pay, allow, or authorize the payment/acceptance of any funds or transfer of any benefits (including intangible benefits), directly or indirectly, to/from any persons for the purpose of influencing any actions or decisions with the intention of obtaining any improper advantage, including bypassing any legally prescribed procedure or pursuing other illegal purposes. This clause constitutes the Parties' representations. Either Party may unilaterally terminate this Agreement if the other violates the obligations stipulated by this clause.

f. Sanctions Compliance: The Customer and their End Users shall comply with all applicable export, trade, economic, and financial sanctions laws and regulations, including those administered and enforced by the United States, European Union (“EU”) and relevant Member States, the United Kingdom, the United Nations Security Council, or any other government bodies with jurisdiction over the Customer's activities (collectively “Sanctions”). Customer represents and warrants that neither Customer nor its subsidiaries, nor their respective directors, officers, employees, or affiliates is identified on any applicable government list of restricted or prohibited parties, nor is owned or, where relevant under applicable Sanctions, controlled by such a party (“Sanctions Targets”). The Customer will not, directly or indirectly, engage in any unauthorized business or dealings with any Sanctions Targets or otherwise engage in any activities prohibited by Sanctions. The Customer is responsible for ensuring compliance of their End Users with this clause's provisions. Should the Customer or any of its End Users become a Sanctions Target, or should the Company reasonably determine that it cannot perform its obligations under this Agreement due to Sanctions-related prohibitions (each a “Sanctions Event”), the Company may terminate this Agreement effective immediately upon notice.

g. Force Majeure: Except for payment obligations, neither party will be deemed in breach of this Agreement for any cessation, interruption, or delay in the performance of its obligations due to causes beyond its reasonable control (“Force Majeure Event”). Force Majeure Events include, but are not limited to, earthquakes, floods, or other natural disasters, acts of God, labor disputes, civil disturbances, terrorism, war (declared or undeclared), pandemics, epidemics, cyber-attacks (such as distributed denial of service attacks), or the inability to obtain necessary supplies, power, transportation, or other essential commodities or services due to a Force Majeure Event affecting suppliers. Additionally, significant changes in or the adoption of any law, regulation, judgment, or decree directly impacting the Service may also constitute a Force Majeure Event.

h. Entire Agreement: These Terms, together with any Linked Documents (including the Privacy Policy and any applicable DPA), constitute the entire agreement between You and the Company regarding Your use of the Service and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

  • i. Notices: Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by the Company: (i) via email (to the address that You provide with Your Account); or (ii) by posting to the Platform or Service dashboard. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.