Terms of Service
TERMS OF SERVICE
Last updated: 02.09.2026
These Terms of Service (“Terms”) govern access to and use of the website, platform, customer dashboard, application programming interfaces (APIs), other interfaces, applications, software solutions, documentation, features and other related services of ELYSEIN LIMITED OU, a private limited company incorporated and existing under the laws of the Republic of Estonia, registry code 17379660, registered address: Harju maakond, Tallinn, Kesklinna linnaosa, Vesivärava tn 50-201, 10152, Estonia (“Company”, “we”, “us” or “our”), as well as services provided through or in connection with any of the foregoing (“Service”).
These Terms form a legally binding agreement between the Company and the individual or legal entity accessing or using the Service (“Customer”, “you” or “your”). If you access or use the Service on behalf of a company, organisation or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and references to “Customer”, “you” or “your” will refer to that entity.
Please read these Terms carefully before accessing or using the Service. By clicking “I accept”, registering an account, executing an order form, accessing the Service, using the Service or otherwise indicating acceptance of these Terms, you agree to be bound by these Terms and by any applicable documents incorporated by reference into them.
These Terms should be read together with the Company’s Privacy Policy, which describes how the Company processes personal data in connection with the Service. Where applicable, these Terms also incorporate by reference the Company’s Acceptable Use Policy, Data Processing Agreement, order form, documentation, model-specific or provider-specific terms, and any other terms, policies or guidelines that the Company makes available in connection with the Service.
If you do not agree to these Terms, or if you do not have authority to accept these Terms on behalf of the relevant organisation, you must not access or use the Service.
The Company may update these Terms from time to time in accordance with the section “Changes to these Terms”. Continued access to or use of the Service after the updated Terms become effective may constitute acceptance of the updated Terms, to the extent permitted by applicable law.
1. SERVICE OVERVIEW
The Company provides access to the Service, which may include a website, platform, customer dashboard, APIs, integrations, software tools, documentation, artificial intelligence features, routing functionality, model access functionality and other related features made available by the Company from time to time.
Subject to these Terms, the applicable order form, the applicable documentation and payment of all applicable Fees, the Company grants Customer a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Service during the term of these Terms, solely for Customer’s internal business purposes or other purposes expressly permitted in the applicable order form.
The Service may enable Customer to submit prompts, instructions, data, files, messages, requests or other content to be processed through artificial intelligence models, third-party APIs, model providers, routing providers, infrastructure providers or other technical service providers, and to receive responses, outputs, results or other generated or processed content through the Service.
The Company may make different artificial intelligence models, model providers, routing options, integrations, tools or features available through the Service. The Company may add, remove, replace, suspend, restrict, modify or discontinue any model, provider, integration, feature or functionality of the Service from time to time, including where this is required by applicable law, provider-specific terms, technical limitations, security requirements, business needs or other operational reasons.
The availability, performance, functionality, data practices and permitted use of any third-party model, provider, integration or external service may be subject to applicable third-party terms, provider-specific terms, documentation, policies or settings. Customer is responsible for reviewing and complying with such terms where they apply to Customer’s use of the Service.
2. ELIGIBILITY AND AUTHORITY
The Service is intended for use by Customers, their authorised representatives and users who are at least eighteen (18) years of age and have reached the age of majority under the laws applicable to them.
By accepting these Terms, creating an account, accessing the Service or using the Service, you represent and warrant that:
you are at least eighteen (18) years of age and have reached the age of majority under the laws applicable to you;
you have not previously been suspended, restricted or removed from the Service, unless the Company has expressly authorised your renewed access;
your registration, access to the Service and use of the Service comply with applicable law, these Terms, the applicable contractual documents and any applicable provider-specific terms;
if you access or use the Service on behalf of a company, organisation or other legal entity, you have the necessary authority to bind that entity to these Terms and to act on its behalf in connection with the Service.
If you are under eighteen (18) years of age or have not reached the age of majority under the laws applicable to you, you must not access or use the Service.
If you do not meet the eligibility requirements set out in these Terms, or if you do not have authority to accept these Terms on behalf of the relevant organisation, you must not access or use the Service.
3. ACCOUNTS AND REGISTRATION
To access certain features of the Service, Customer may be required to create an account or to have an account created or enabled by the Company.
When registering for an account or using the Service, Customer must provide complete, accurate and up-to-date information, including contact, account, billing and other information reasonably required by the Company. Customer must keep such information accurate and up to date at all times.
The Service may allow the creation of organisational accounts, individual accounts or other account types made available by the Company from time to time. An organisational account may be managed by one or more administrative users (“Admin Users”), who may invite, authorise, configure, manage, restrict or remove individuals authorised to access and use the Service under Customer’s account (“Authorised Users”).
Customer is responsible for all access to and use of the Service under its account, including all acts and omissions of its Admin Users, Authorised Users, employees, contractors, representatives and any other persons who access the Service through Customer’s account, credentials, API keys, integrations or other means of access.
Customer is responsible for configuring and managing its account, including user permissions, access rights, API keys, integrations, usage limits, security settings and other available configurations, where applicable and to the extent such configurations are made available to Customer through the Service.
The Company may configure, manage, restrict or determine certain Service-side, provider-side, model-related, technical, security, data retention, logging or end-user-facing settings where such configurations are controlled by the Company, required by the Service architecture, Provider Terms, applicable law, the applicable order form or other applicable contractual documents.
Customer must ensure that all Admin Users and Authorised Users use the Service only in accordance with these Terms, the applicable order form, Commercial Terms, documentation, Acceptable Use Policy, Data Processing Agreement, provider-specific terms and applicable law.
Customer must keep all account credentials, passwords, access tokens, API keys and other access details confidential and secure. Customer must not share, transfer, sell, disclose or make available such access details to any person who is not authorised to access the Service on Customer’s behalf. Where individual credentials are issued or made available, Customer must ensure that each Authorised User uses only their own credentials and does not share them with any other person.
Customer must promptly notify the Company at [email protected] if Customer becomes aware of or reasonably suspects any unauthorised access to or use of its account, credentials, API keys, integrations or other means of access, or any loss, theft, compromise or misuse of such access details.
The Company may suspend, restrict or disable access to an account, API key, integration or other means of access if the Company reasonably believes that such access has been compromised, is being misused, poses a security, legal, regulatory, operational, provider-related, compliance or fraud risk, or is being used in breach of these Terms, applicable provider-specific terms or applicable law.
4. FEES, COMMERCIAL TERMS AND PAYMENT
Access to the Service, or to certain features, functionalities, usage volumes, Models, integrations, account types, seats, packages, credits or subscription plans within the Service, may require payment of fees (“Fees”).
The Fees and other commercial terms applicable to Customer, including the billing model, usage calculation, payment terms, packages, subscription plans, seats, credits, credit rules, invoicing arrangements, refund terms, supported payment methods, taxes and any other financial or commercial conditions, will be set out in the applicable order form executed, accepted or otherwise agreed by the Company and Customer, including by electronic acceptance through the Service or account interface (“Order Form”).
Any pricing terms, package descriptions, schedules or other commercial documents expressly incorporated into the Order Form will form part of the applicable commercial terms (“Commercial Terms”). If no separate Order Form applies, the applicable pricing page, account interface, invoice, payment request or other commercial document made available by the Company will constitute the Commercial Terms for the relevant Service.
Customer is responsible for reviewing the applicable Commercial Terms and paying all Fees and other amounts payable in connection with Customer’s access to or use of the Service.
Fees may be calculated on a usage-based, package-based, subscription-based, prepaid, postpaid, minimum spend or other commercial model specified in the applicable Commercial Terms.
Usage-based Fees may be calculated based on Customer’s actual consumption or use of tokens, credits, requests, Models, integrations, features or other usage metrics, including the number of allocated seats, together with any applicable commission, service fee or other charge specified in the applicable Commercial Terms.
Unless expressly specified otherwise in the applicable Commercial Terms, one (1) credit equals one (1) United States dollar (USD) solely for the purposes of calculating Service usage and Fees. Credits are not cash, electronic money, a deposit, a stored value product or a payment instrument and may be used only in accordance with these Terms and the applicable Commercial Terms.
Token usage may be charged based on the applicable prices of the relevant Model Providers or Third-Party Providers, together with any applicable commission, service fee or other charge specified in the applicable Commercial Terms.
Where Customer purchases or subscribes to a package or subscription plan, the applicable Commercial Terms may specify the included seats, additional seat fees, included credits, additional credits, recurring Fees, usage limits, minimum spend, renewal terms, true-up arrangements and other package-specific or plan-specific conditions.
Unless expressly specified otherwise in the applicable Commercial Terms, credits included in a package or subscription plan are available only during the applicable billing period, do not roll over to the next billing period and expire at the end of that billing period. Unused included credits do not entitle Customer to any refund, exchange, offset, cash conversion or other consideration.
Unless expressly specified otherwise in the applicable Commercial Terms, additional credits purchased separately from credits included in a package or subscription plan roll over until fully used. Any expiry, refund, offset or use of additional credits after suspension, termination, subscription cancellation or account closure will be governed by these Terms, the applicable Commercial Terms and applicable law.
Customer may request a refund through the contact details, account interface or other method made available by the Company for that purpose. The Company may require information reasonably necessary to identify the relevant payment, verify Customer’s entitlement to request the refund and comply with applicable legal, tax, accounting, anti-fraud, sanctions, anti-money laundering, payment network and other compliance requirements.
Refunds will be made only where required by applicable law, required by applicable payment network or payment provider rules, expressly provided in the applicable Commercial Terms or approved by the Company.
Where the Company approves a refund, the refund amount will be calculated on a pro rata basis by reference to the unused portion of the relevant billing period, package, subscription plan, additional credit balance or prepaid Service. The unused portion may be determined by reference to the unused period, volume or balance as a proportion of the total paid period, volume or balance.
When calculating the refund amount, the Company may deduct amounts relating to the Service actually used, consumed credits, processed requests, tokens already used, services already provided, non-refundable third-party costs, payment processing fees and applicable taxes, to the extent permitted by applicable law.
Taxes will be refunded only in respect of the refundable portion of the relevant Fees and only to the extent such taxes are refundable, adjustable or not required to be remitted under applicable law. The Company is not required to refund any tax, levy, duty, payment processing fee or third-party cost that is non-refundable, has already been remitted or is not recoverable by the Company.
Approved refunds will be processed within thirty (30) calendar days after the Company approves the refund request and receives all information required to process the refund.
Unless otherwise required by applicable law or agreed by the Company for compliance reasons, refunds will be made only to the original payment method or account used for the relevant payment. The Company is not required to process any refund to a third-party account or to payment details that differ from the original payment details.
The Company may refuse, suspend or delay any refund where the refund would be unlawful or prohibited by applicable legal, sanctions, anti-money laundering, payment network, payment processor, tax or other compliance requirements, or where the Company reasonably suspects fraud, abuse, unauthorised payment activity, chargeback misuse, inability to verify the relevant payment or inability to verify the recipient of the refund.
Unless otherwise specified in the applicable Commercial Terms, changes to a package, subscription plan or subscription will take effect from the next billing period. Customer may not switch to another package or subscription plan during the current billing period unless the Company expressly agrees otherwise.
Usage and Fees may be calculated based on records generated by the Service, the Company’s systems, account records, technical logs or records provided by relevant Third-Party Providers or Model Providers, unless otherwise specified in the applicable Commercial Terms. In the absence of manifest error, such records will be used to determine Customer’s usage and the applicable Fees.
Payments may be processed by the Company directly or through third-party payment processors, payment service providers, billing providers or other financial service providers. Customer is responsible for providing accurate and complete billing, tax, payment and contact information and keeping such information accurate and up to date.
Unless otherwise specified in the applicable Commercial Terms or required by applicable law, all Fees must be paid in full by the due date stated in the relevant invoice, payment request, account interface, Order Form or other payment document, without set-off or deduction.
If Customer fails to pay any Fees when due, if a payment method is declined, if a chargeback is initiated, if the available credits or prepaid balance are insufficient, or if the Company is unable to process payment, the Company may refuse, pause or stop processing requests, or suspend, restrict or disable access to the Service, relevant account, APIs, Models, integrations or paid features until the outstanding amounts are paid or sufficient balance is restored.
The Company may update its standard pricing, billing models, payment terms, credit rules, usage limits, packages, subscription plans or other financial or commercial terms from time to time. The Company will notify Customer of such changes by email, through the Service, through the account interface, by publication of the updated terms or by other appropriate means.
Unless otherwise stated by the Company, specified in the applicable Commercial Terms or required by applicable law, material changes affecting Customer’s current package, subscription plan or subscription will take effect from the next billing period or from a later date specified in the relevant notice. Such changes will apply prospectively only and will not affect Fees already incurred before the effective date of the relevant change.
Notwithstanding the foregoing, changes resulting from Model Provider or Third-Party Provider pricing, provider-specific terms, taxes, applicable law, security requirements, abuse prevention, sanctions, technical limitations or other urgent operational reasons may become effective upon notification, publication or being made available to Customer where earlier application is necessary or reasonably justified by the relevant circumstances.
Customer remains responsible for all Fees and other amounts incurred before suspension, restriction, termination or account closure.
5. THIRD-PARTY MODELS AND PROVIDER TERMS
5.1. Applicability of Provider Terms
Customer acknowledges that the Service may enable Customer, its Admin Users, Authorised Users and, where applicable, Customer’s own users, customers or end users to access or use artificial intelligence models, third-party APIs, routing services, infrastructure services, integrations, tools or other technology made available by third-party providers (“Third-Party Providers”).
Artificial intelligence models made available through the Service (“Models”) may be provided, operated, hosted or made available by Third-Party Providers, including providers of such Models (“Model Providers”).
Customer acknowledges that access to and use of certain Models, Third-Party Providers, integrations or features may be subject to separate terms, policies, documentation, acceptable use rules, data processing terms, technical requirements, restrictions or other provider-specific terms (“Provider Terms”).
Provider Terms apply to Customer to the extent they are incorporated into these Terms, specified in the applicable Order Form or Commercial Terms, or otherwise made available by the Company in connection with the Service.
Customer’s acceptance of these Terms, or execution, acceptance or other agreement to the applicable Order Form or Commercial Terms, constitutes Customer’s acceptance of the applicable Provider Terms to the extent such Provider Terms are incorporated into these Terms, specified in the applicable Order Form or Commercial Terms, or otherwise made available by the Company in connection with the Service. Customer must comply with such Provider Terms and must ensure that its Admin Users, Authorised Users and, where applicable, its own users, customers and end users comply with such Provider Terms.
5.2. Customer Responsibility for Provider Terms
Customer is responsible for determining whether the relevant Model, Third-Party Provider, Provider Terms, data practices, restrictions, availability, performance, permitted uses and technical characteristics are appropriate for Customer’s intended use case, including any regulated, high-risk, sensitive, customer-facing, professional, legal, medical, financial, employment, security-critical or other material use.
Customer is responsible for all acts and omissions of its Admin Users, Authorised Users and, where applicable, its own users, customers and end users in connection with the use of the Service, Models, Third-Party Providers and Provider Terms.
5.3. Flow-Down to Admin Users, Authorised Users and End Users
Customer must ensure that all Admin Users and Authorised Users access and use the Service, Models and Third-Party Providers only in accordance with these Terms, the applicable order form, documentation, Acceptable Use Policy, Data Processing Agreement, Provider Terms and applicable law.
Where expressly permitted under the applicable order form or another written agreement with the Company, Customer may incorporate, integrate, resell, make available or otherwise enable access to the Service, Models, outputs, integrations or related functionality through Customer’s own products, services, applications, websites, platforms, workflows or other solutions (“Customer Applications”). In such case, Customer must ensure that its own users, customers and end users are bound by terms no less protective of the Company, Third-Party Providers and Model Providers than the applicable provisions of these Terms and Provider Terms.
Customer remains responsible for any breach of these Terms or Provider Terms by its Admin Users, Authorised Users and, where applicable, its own users, customers or end users.
5.4. Changes to Provider Terms
Customer acknowledges that Provider Terms may be modified, supplemented, replaced or discontinued from time to time.
The Company may update references, documentation, Service information or other materials relating to Provider Terms from time to time.
Customer’s continued access to or use of the relevant Model, integration, feature or related functionality after the applicable Provider Terms have been updated and made available by the Company may constitute acceptance of the updated Provider Terms, to the extent permitted by applicable law.
If Customer does not agree to the updated Provider Terms, Customer must stop using the relevant Model, integration, feature or related functionality.
5.5. Availability and Performance of Models and Providers
The Company does not guarantee that any particular Model, Third-Party Provider, routing option, integration, feature or functionality will be available, uninterrupted, error-free, secure, compatible with Customer’s systems or suitable for Customer’s intended use.
Models and Third-Party Providers may be added, removed, replaced, suspended, restricted, degraded, modified or discontinued from time to time, including due to Provider Terms, provider decisions, technical limitations, security requirements, compliance requirements, business needs or other operational reasons.
The availability, uptime, latency, performance, output quality, data practices and permitted uses of any Model or Third-Party Provider may depend on the relevant Third-Party Provider or Model Provider and may be described in the applicable Provider Terms, documentation or settings.
5.6. Restricted Models and Restricted Access
Certain Models, Third-Party Providers, integrations or features may be restricted based on Customer’s location, entity type, industry, use case, sanctions status, regulatory status, account settings, Provider Terms or other eligibility or compliance requirements.
Customer must not, and must ensure that its Admin Users, Authorised Users and, where applicable, its own users, customers and end users do not, access or attempt to access any restricted Model, Third-Party Provider, integration or feature where such access is not permitted.
Customer must not circumvent, bypass or attempt to avoid technical, geographic, account-level, provider-level, security or compliance restrictions, including by using virtual private networks, proxies, false account information, misleading location information or other methods intended to conceal identity, location, eligibility or use case.
Any breach of this Section may be treated as a material breach of these Terms and may result in suspension, restriction, disabling or termination of access to the relevant Model, Third-Party Provider, integration, feature, account or the Service.
5.7. Suspension, Restriction or Termination of Model Access
The Company may suspend, restrict, disable or terminate Customer’s access to any Model, Third-Party Provider, integration, feature or the Service if the Company reasonably believes that:
Customer, its Admin Users, Authorised Users or, where applicable, its own users, customers or end users have breached or may breach these Terms, Provider Terms, the Acceptable Use Policy or applicable law;
continued access may create legal, regulatory, security, technical, operational, provider-related, fraud, sanctions, reputational or other material risk;
the Company is required or requested to do so by a Third-Party Provider, Model Provider, regulator, public authority, court or other authorised person;
the relevant Model, Third-Party Provider, integration or feature is no longer available, supported, permitted, commercially feasible or technically feasible.
Where reasonably practicable and lawful, the Company may take reasonable steps to notify Customer of a suspension, restriction, disabling or termination. However, the Company may not be able to provide advance notice in all circumstances.
The Company is not responsible for any suspension, restriction, disabling, termination, removal, unavailability, degradation, modification or discontinuation of any Model, Third-Party Provider, integration or feature where this arises from Provider Terms, acts or omissions of Third-Party Providers, technical limitations, security requirements, compliance requirements or other circumstances outside the Company’s reasonable control.
5.8. Provider Requirements and Compliance Information
Customer must promptly provide any information, confirmations, certifications, notices, consents, documentation or other materials reasonably requested by the Company to verify, confirm or support Customer’s compliance with these Terms, Provider Terms, applicable law or requirements of any Third-Party Provider or Model Provider.
Failure to provide such information may result in suspension, restriction or disabling of access to the relevant Model, Third-Party Provider, integration, feature or the Service.
5.9. Conflicts
As between Customer and the Company, these Terms govern the parties’ rights and obligations with respect to the Service.
The applicable Provider Terms govern access to and use of the relevant Model, Third-Party Provider, integration or feature to the extent required by the relevant Third-Party Provider or Model Provider.
Nothing in these Terms modifies, waives or limits any Provider Terms unless expressly stated by the Company in writing and permitted by the relevant Third-Party Provider or Model Provider.
6. CUSTOMER CONTENT, INPUTS AND OUTPUTS
6.1. Customer Content
Customer may submit, upload, transmit, provide or otherwise make available through the Service prompts, instructions, data, text, files, messages, images, documents, code or other materials (“Inputs”) and may receive responses, results, generated content, processed content or other outputs through the Service (“Outputs”).
Inputs and Outputs are collectively referred to in these Terms as “Customer Content”.
Customer is solely responsible for Customer Content, including its accuracy, legality, quality, completeness, reliability and suitability for Customer’s intended use.
6.2. Rights in Customer Content
As between Customer and the Company, Customer retains all rights, title and interest in and to Inputs, subject to the rights and licences granted to the Company under these Terms.
To the extent permitted by applicable law, and subject to full payment of applicable Fees, applicable Provider Terms, third-party rights and these Terms, the Company does not claim ownership of Outputs generated for Customer through the Service. Customer acknowledges that rights in Outputs may depend on applicable law, Provider Terms, the relevant Model, the nature of the Input, the degree of human contribution, third-party rights and other circumstances.
As between Customer and the Company, and subject to these Terms, the applicable Order Form, the applicable Commercial Terms, applicable Provider Terms, third-party rights and applicable law, Customer may use Outputs generated for Customer through the Service for its own lawful business purposes.
Nothing in these Terms transfers to Customer any ownership rights in the Service, Company Materials, Models, Third-Party Providers’ technology, provider materials, documentation, APIs, software, systems, tools, templates, workflows, know-how or other materials owned or licensed by the Company, its licensors, suppliers, contractors, service providers, Third-Party Providers or Model Providers.
The Company does not represent or warrant that any Output is protected by copyright or other intellectual property rights, that any intellectual property rights arise in favour of Customer, or that any Output is unique, registrable, enforceable, capable of exclusive use or free from third-party rights. Due to the nature of artificial intelligence technologies, the same or similar Outputs may be generated for other customers, users or third parties. Customer is solely responsible for reviewing Outputs before use and for obtaining any legal, intellectual property or other professional clearance required for Customer’s intended use of Outputs, including publication, distribution, commercial use, registration, enforcement or exclusive use.
6.3. Licence to the Company
Customer grants the Company a non-exclusive, worldwide, royalty-free and sublicensable licence to use, host, store, cache, reproduce, transmit, process, display, adapt, format, modify and otherwise use Customer Content solely to the extent necessary to:
provide, operate, maintain, support and make available the Service;
process Inputs and generate, route, transmit, return or make available Outputs;
enable access to Models, Third-Party Providers, integrations, APIs and other technical service providers;
maintain security, prevent abuse, detect fraud, troubleshoot errors, monitor performance and enforce these Terms;
comply with applicable law, Provider Terms, lawful requests, contractual obligations and technical requirements;
create aggregated, statistical, pseudonymised or anonymised information, provided that such information does not directly or indirectly identify Customer or any individual using reasonably available means.
The Company may sublicense the rights granted in this Section to its service providers, contractors, suppliers, Third-Party Providers, Model Providers, routing providers, infrastructure providers, subprocessors and other technical providers only to the extent necessary for the purposes described in these Terms, the applicable Order Form, documentation, Data Processing Agreement or Privacy Policy.
6.4. Use for Model Training
The Company does not use Customer Content to train its own artificial intelligence models unless Customer expressly agrees to such use in the applicable order form, documentation, separate written agreement, applicable account settings, separate consent or another mechanism expressly made available by the Company for that purpose.
Customer acknowledges that certain Models or Third-Party Providers may process, retain, log, use or train on Inputs, Outputs or other Customer Content in accordance with the applicable Provider Terms, data processing settings, documentation, account settings or provider-specific policies.
Where available, the Company may provide settings, information or documentation regarding logging, retention, training or data processing options. Customer is responsible for reviewing and configuring such settings to the extent they are made available to Customer through the Service and for determining whether its use of the Service is appropriate for Customer’s intended use.
Notwithstanding the foregoing or any other provision of these Terms, the use and transfer of Google Workspace data are subject to Section 2.3 (“Google Workspace Data and Limited Use”) of the Privacy Policy. The restrictions set out in that section apply regardless of Customer consent, account settings or any contrary provision in applicable Provider Terms or customer agreements.
6.5. Customer Responsibilities and Warranties
Customer represents and warrants that:
Customer has all rights, licences, permissions, consents, notices and legal bases necessary to submit, upload, transmit, process and use Customer Content through the Service;
Customer Content and its use through the Service do not and will not infringe, violate or misappropriate any intellectual property rights, privacy rights, publicity rights, confidentiality obligations, contractual rights, moral rights or other rights of any third party;
Customer Content and Customer’s use of the Service comply with applicable law, these Terms, the Acceptable Use Policy, Provider Terms, documentation and applicable contractual documents;
Customer Content does not contain unlawful, harmful, infringing, misleading, fraudulent, defamatory, abusive or otherwise prohibited content;
Customer will not submit or process through the Service any personal data, special categories of personal data, confidential information, trade secrets, payment data, identity document data, data relating to minors or persons who have not reached the age of majority, or other sensitive information unless such submission is necessary, permitted under the applicable contractual documents and supported by an appropriate legal basis;
Customer’s use of Customer Content, Inputs, Outputs, Models and the Service will not cause the Company, its service providers, contractors, suppliers, Third-Party Providers or Model Providers to violate applicable law, Provider Terms or third-party rights.
6.6. Output Review and Use
Customer is solely responsible for reviewing, validating and evaluating Outputs before relying on them, publishing them, distributing them, using them in products, services or Customer Applications, or making decisions based on them.
Customer acknowledges that Outputs may be inaccurate, incomplete, misleading, biased, offensive, unlawful, unsuitable for Customer’s intended purpose or inconsistent with applicable requirements. Outputs must not be treated as professional advice, factual confirmation, legal advice, medical advice, financial advice, employment advice, security advice or any other regulated or professional advice unless Customer has implemented appropriate human review, professional oversight and legally required safeguards.
Customer is responsible for determining whether any Input, Output, Customer Application or use of the Service is appropriate for Customer’s business, legal, technical, security, privacy, regulatory and compliance requirements.
6.7. Monitoring, Removal and Restriction
The Company has no general obligation to monitor, review, edit, control or proactively screen Customer Content.
The Company may use automated or manual measures to detect, prevent or address violations of these Terms, the Acceptable Use Policy, Provider Terms, applicable law, third-party rights, security requirements or other applicable requirements in relation to Customer Content submitted to, transmitted through, processed by or otherwise made available through the Service.
Where the Company reasonably believes that Customer Content or its use may violate any of the foregoing requirements, or may create legal, regulatory, security, operational, provider-related, reputational or other material risk, the Company may refuse to process such Customer Content, restrict or disable access to it, remove it or take other appropriate measures.
The Company may also take such measures where required or requested by a Third-Party Provider, Model Provider, regulator, public authority, court or other authorised person.
6.8. Originating Requests and Location Information
The Service may use technical information, account settings, network information, request metadata or other available information to route requests, apply restrictions, select Models, comply with Provider Terms or determine whether access to a Model, Third-Party Provider, integration or feature is permitted.
Customer acknowledges that technical limitations may affect the accuracy of location, routing or request-origin information. The Company does not guarantee that any location, routing or request-origin information will always be complete, accurate or accepted by all Third-Party Providers or Model Providers.
7. ACCEPTABLE USE AND PROHIBITED CONDUCT
Customer must use the Service only in accordance with these Terms, the applicable order form, documentation, Acceptable Use Policy, Provider Terms and applicable law.
Customer must not, and must ensure that its Admin Users, Authorised Users and, where applicable, its own users, customers and end users do not:
use the Service, Models, Third-Party Providers, Inputs, Outputs, Customer Content, Customer Applications or any related functionality for any unlawful, fraudulent, harmful, abusive, misleading or unauthorised purpose, or in violation of applicable law, these Terms, the Acceptable Use Policy or Provider Terms;
create a false identity, misrepresent identity, affiliation, location, age, eligibility, authority, sanctions status, regulatory status or intended use, or create or use multiple accounts to bypass usage limits, access restrictions, compliance controls or other Service limitations;
access or use the Service for the purpose of reselling access to Models, APIs or Third-Party Providers, building or operating a competing service, or providing unauthorised access to the Service to any third party, unless expressly permitted in the applicable order form or separate written agreement with the Company;
use the Service, Inputs, Outputs or Customer Content to train, tune, develop, benchmark, evaluate or improve any competing artificial intelligence model, product, service, dataset, system or platform, unless expressly permitted in the applicable order form or separate written agreement with the Company;
sell, transfer, sublicense, assign, share or otherwise make available access to the Service, account credentials, API keys, access tokens, Outputs or any rights granted under these Terms, except as expressly permitted under these Terms or the applicable order form;
scrape, crawl, index, extract, harvest, copy or collect data, content, Outputs, documentation, model information, pricing information, technical information or other materials from the Service by automated means, except where expressly permitted by the Company in writing;
bypass, disable, interfere with, overload, disrupt or attempt to circumvent any technical, security, rate-limiting, access control, usage, geographic, account-level, provider-level or compliance-related restrictions or safeguards;
reverse engineer, decompile, disassemble, modify, adapt, translate or attempt to discover the source code, underlying components, models, algorithms, systems, architecture or non-public functionality of the Service, except to the extent such restriction is prohibited by applicable law;
conduct, assist with or permit prompt injection, jailbreaking, red teaming, adversarial testing, vulnerability scanning, penetration testing or other testing designed to compromise, bypass, manipulate, stress or evaluate the security or restrictions of the Service, Models or Third-Party Providers, unless expressly authorised by the Company in writing;
introduce, upload, transmit or distribute viruses, malware, spyware, ransomware, worms, malicious code or any other technology intended to harm, disrupt, intercept, exfiltrate, damage or gain unauthorised access to any system, data, account, network or service;
interfere with the operation, integrity, security, availability or performance of the Service, or with any other customer’s, user’s or third party’s access to or use of the Service;
upload, submit, transmit, process, generate, publish, distribute or otherwise use any Input, Output or Customer Content that is unlawful, infringing, defamatory, fraudulent, deceptive, harmful, abusive, threatening, harassing, discriminatory, obscene or otherwise prohibited under the Acceptable Use Policy, Provider Terms or applicable law;
infringe, misappropriate or violate any intellectual property rights, privacy rights, publicity rights, confidentiality obligations, contractual rights, moral rights or other rights of the Company, Third-Party Providers, Model Providers or any third party;
collect, process, infer, disclose or attempt to obtain personal data or confidential information of any person without an appropriate legal basis, required notices, consents or other lawful authority;
use the Service, Models, Inputs, Outputs, Customer Content or Customer Applications to make or materially assist decisions relating to credit, housing, employment, insurance, legal status, immigration status, access to essential services, medical treatment, financial services or other regulated, high-risk or legally significant matters without appropriate human review, professional oversight, required notices and legally required safeguards;
use the Service or Outputs as a substitute for professional legal, medical, financial, tax, employment, security, compliance or other regulated advice, or present Outputs as professional advice without appropriate qualified review;
represent Outputs as human-generated where such representation would be misleading, unlawful or inconsistent with applicable law, Provider Terms, required disclosures or the context in which the Outputs are used;
use the Service to generate, facilitate, promote or assist illegal activity, violence, self-harm, exploitation, abuse, terrorism, extremist activity, unlawful surveillance, unlawful biometric identification, re-identification of anonymised or pseudonymised data, or other harmful activity;
use the Service to send spam, unsolicited communications, deceptive communications, phishing messages, fraudulent offers or other abusive, manipulative or unlawful communications;
access or attempt to access any account, API key, integration, Model, Third-Party Provider, system, network or data without authorisation;
use the Service in violation of applicable sanctions, export control, trade compliance, anti-money laundering, counter-terrorist financing or anti-corruption laws, or in a manner that would cause the Company, its service providers, contractors, suppliers, Third-Party Providers or Model Providers to violate such laws;
access or use the Service, directly or indirectly, on behalf of or for the benefit of any person, entity, organisation, country or territory that is subject to applicable sanctions or trade restrictions, where such access or use is prohibited by applicable law, Provider Terms or compliance requirements;
access or attempt to access restricted Models, restricted features or restricted providers where such access is not permitted, including by using virtual private networks, proxies, false location information or other methods intended to conceal identity, location, eligibility or use case;
remove, obscure or alter proprietary notices, disclaimers, warnings, attribution, usage limitations or other notices displayed in or through the Service, Outputs, documentation or Provider Terms;
assist, encourage, enable or permit any other person to engage in any conduct prohibited by this Section.
The Company may investigate suspected violations of this Section, the Acceptable Use Policy, Provider Terms or applicable law. The Company may suspend, restrict, disable or terminate access to the Service, accounts, APIs, Models, integrations, features, Customer Applications or Customer Content where the Company reasonably believes that a violation has occurred, may occur or may create legal, regulatory, security, operational, provider-related, fraud, sanctions, reputational or other material risk.
Customer must promptly provide information reasonably requested by the Company to verify Customer’s compliance with this Section, the Acceptable Use Policy, Provider Terms, applicable law or requirements of any Third-Party Provider or Model Provider.
8. RED TEAMING AND SECURITY TESTING
Customer must not conduct, assist with or permit any red teaming, prompt injection testing, jailbreaking, adversarial testing, vulnerability scanning, penetration testing, load testing, security testing or other testing intended to evaluate, bypass, manipulate, compromise or stress the Service, Models, Third-Party Providers, integrations, infrastructure, safeguards or restrictions, unless expressly authorised by the Company in writing.
Any request to conduct authorised testing must be submitted to the Company in advance at [email protected] and must include the scope, purpose, timing, methodology, systems, Models, accounts, users and safeguards proposed for such testing.
The Company may approve, reject, limit, suspend or withdraw approval for any requested or authorised testing at its discretion, including where the Company considers that such testing may create legal, security, operational, provider-related, regulatory, data protection, confidentiality, reputational or other material risk.
Any authorised testing must be conducted strictly within the scope approved by the Company in writing and in accordance with these Terms, the Acceptable Use Policy, Provider Terms, documentation, applicable law and any additional instructions or restrictions provided by the Company.
Customer acknowledges that unauthorised testing may violate Provider Terms and may result in suspension, restriction, disabling or termination of access to the Service, Models, Third-Party Providers, integrations, accounts, API keys or other functionality.
9. SUSPENSION, TERMINATION AND CHANGES TO THE SERVICE
9.1. Term
These Terms apply from the earlier of the date on which Customer accepts these Terms, creates an account, executes an order form, accesses the Service or uses the Service, and continue until terminated in accordance with these Terms or the applicable contractual documents.
9.2. Termination by Customer
Customer may stop using the Service at any time. If Customer wishes to close its account, Customer may submit a request to the Company at [email protected], unless another account closure method is made available through the Service.
Account closure or termination does not relieve Customer of any obligation to pay Fees or other amounts incurred before the effective date of closure or termination.
Any refunds, unused credits, prepaid balance, subscription fees or other payment-related consequences of termination will be handled in accordance with the applicable Commercial Terms and applicable law.
9.3. Suspension or Termination by the Company
The Company may suspend, restrict, disable or terminate Customer’s access to the Service, account, APIs, Models, Third-Party Providers, integrations, features, Customer Applications or Customer Content, in whole or in part, if the Company reasonably believes that:
Customer, its Admin Users, Authorised Users or, where applicable, its own users, customers or end users have breached these Terms, the applicable order form, the Acceptable Use Policy, Provider Terms, documentation or applicable law;
continued access may create legal, regulatory, security, operational, provider-related, fraud, sanctions, reputational, data protection, confidentiality or other material risk;
Customer has failed to pay Fees or maintain sufficient credits, prepaid balance or other payment arrangements required for the Service;
the Company is required or requested to do so by a Third-Party Provider, Model Provider, payment provider, regulator, public authority, court or other authorised person;
Customer’s account, credentials, API keys, integrations or other means of access have been or may have been compromised, misused or accessed without authorisation;
the relevant Service, Model, Third-Party Provider, integration or feature is no longer available, supported, permitted, commercially feasible or technically feasible;
suspension, restriction, disabling or termination is otherwise necessary to protect the Service, the Company, customers, users, Third-Party Providers, Model Providers or other persons.
Where reasonably practicable and lawful, the Company may take reasonable steps to notify Customer of such suspension, restriction, disabling or termination. However, the Company may act without prior notice where advance notice would be impracticable, unlawful, ineffective, create risk or be inconsistent with Provider Terms or applicable requirements.
9.4. Changes to the Service
The Company may modify, update, suspend, replace, restrict, discontinue or remove any part of the Service, including any Model, Third-Party Provider, integration, feature, functionality, documentation, API, account setting, usage limit, technical requirement, Customer Application support or Commercial Terms, from time to time.
Such changes may be made for legal, regulatory, security, technical, operational, provider-related, business or compliance reasons, or to improve, maintain or develop the Service.
Where required by applicable law or applicable contractual documents, the Company will provide notice of material changes to the Service.
The Company is not liable for any modification, suspension, restriction, removal, unavailability, degradation or discontinuation of any Model, Third-Party Provider, integration, feature or functionality where this results from Provider Terms, acts or omissions of Third-Party Providers, technical limitations, security requirements, compliance requirements, business needs or other circumstances outside the Company’s reasonable control.
9.5. Effect of Termination
Upon termination or account closure, Customer’s right to access and use the Service will cease, except to the extent otherwise expressly permitted by the Company or required by applicable law.
Customer remains responsible for all Fees and other amounts incurred before termination or account closure.
The Company may delete, restrict, retain or return Customer Content and account data following termination in accordance with these Terms, the Privacy Policy, the Data Processing Agreement, applicable contractual documents, technical settings and applicable law.
Where reasonably practicable and available through the Service, the Company may allow Customer to export certain Customer Content before termination or account closure, unless doing so would be unlawful, create security or compliance risk, violate Provider Terms or conflict with applicable contractual documents.
Termination of these Terms does not affect any provisions that by their nature are intended to survive termination, including provisions relating to Fees, Customer Content, intellectual property, confidentiality, data protection, disclaimers, limitation of liability, indemnity, dispute resolution and general provisions.
10. DATA PROTECTION, PRIVACY POLICY AND ADDITIONAL TERMS
10.1. Privacy Policy
The Company’s Privacy Policy describes how the Company processes personal data in connection with the Service.
Customer should review the Privacy Policy, available at https://waibee.com/legal/privacy, before accessing or using the Service and, where applicable, ensure that its Admin Users and Authorised Users are provided with, or directed to, the Privacy Policy in connection with their use of the Service.
These Terms should be read together with the Privacy Policy. The Privacy Policy does not replace these Terms and does not limit any rights of data subjects under applicable data protection law.
Where a separate consent is required for a specific processing operation, such consent will be requested separately in accordance with applicable law.
10.2. Data Processing Agreement
This Section applies where personal data is processed on behalf of Customer by the Company or through its subprocessors as part of the Service. Such processing is carried out only to the extent necessary to provide, operate, protect, support or maintain the Service, in accordance with applicable data protection law and the instructions reflected in these Terms, Customer’s use of the Service and applicable account settings.
This Section applies only to the processing of personal data carried out on behalf of Customer where Customer acts as the controller of such personal data. It does not apply to personal data processed by the Company as a controller, which is described in the Company’s Privacy Policy.
Where the same processing is expressly governed by a separate written agreement between the parties, such separate written agreement will apply to the extent it expressly regulates such processing.
The subject matter of the processing is the provision, operation, protection, support and maintenance of the Service.
The duration of the processing is the term of Customer’s access to or use of the Service and any additional retention period required or permitted under these Terms or applicable law.
The nature and purpose of the processing may include hosting, storage, transmission, routing, retrieval, access, organisation, structuring, modification, processing, generation, support, security monitoring, troubleshooting, logging, deletion and other technical processing necessary to provide, operate, protect, support or maintain the Service.
The types of personal data processed may include identification and contact data, account data, technical data, usage data, communication data, Input and Output Data, Customer Content and any other personal data submitted, uploaded, transmitted or otherwise made available by Customer, its Admin Users, Authorised Users or, where applicable, Customer’s own users, customers or end users through the Service.
The categories of data subjects may include Customer’s representatives, employees, contractors, Admin Users, Authorised Users, users, customers, end users and other individuals whose personal data is submitted to or processed through the Service by or on behalf of Customer.
The Company will process personal data on behalf of Customer only for the purposes described in this Section, to the extent necessary to provide, operate, protect, support or maintain the Service, and in accordance with these Terms, Customer’s use of the Service, applicable account settings, any written instructions agreed by the Company and applicable data protection law.
The Company will ensure that persons authorised to process personal data on behalf of Customer are subject to appropriate confidentiality obligations or professional duties of confidentiality.
The Company will implement appropriate technical and organisational measures designed to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, unauthorised access and other unlawful processing, taking into account the nature, scope, context and purposes of processing and the risks to the rights and freedoms of individuals.
Customer gives the Company general written authorisation to engage subprocessors for the purposes of providing, operating, protecting, supporting and maintaining the Service.
The Company may engage Third-Party Providers, Model Providers, infrastructure providers, routing providers, hosting providers, support providers and other technical service providers as subprocessors where necessary for such purposes and to the extent such providers process personal data on behalf of the Company in connection with the relevant processing.
The Company will ensure that subprocessors are subject to data protection obligations that are no less protective than those set out in this Section, to the extent applicable to the relevant processing. The Company remains responsible to Customer for the performance of its obligations under this Section, subject to the limitations and exclusions of liability set out in these Terms.
Where required by applicable data protection law, the Company will inform Customer of intended changes concerning the addition or replacement of subprocessors and give Customer an opportunity to object to such changes, unless a shorter period or immediate engagement is required due to security, technical, legal, provider-related or urgent operational reasons.
Taking into account the nature of the processing and the information available to the Company, the Company will provide reasonable assistance to Customer, where required by applicable data protection law, in relation to data subject requests, security of processing, personal data breaches, data protection impact assessments and prior consultations with supervisory authorities.
If the Company becomes aware of a personal data breach affecting personal data processed on behalf of Customer, the Company will notify Customer without undue delay after becoming aware of the breach, where such notification is required under applicable data protection law.
Upon termination of the relevant Service or upon Customer’s written request, the Company will delete, return or restrict further processing of personal data processed on behalf of Customer in accordance with these Terms, technical settings and applicable law, unless retention is required or permitted by applicable law.
The Company will make available to Customer information reasonably necessary to demonstrate compliance with this Section, to the extent required by applicable data protection law and subject to confidentiality, security, provider-related and operational restrictions. Any audit or inspection must be subject to reasonable prior notice, reasonable scope, confidentiality obligations and measures necessary to protect the Service, other customers, Third-Party Providers, Model Providers and the Company’s Confidential Information.
Where personal data processed on behalf of Customer is transferred outside the European Economic Area or another jurisdiction requiring transfer safeguards, the Company will use appropriate transfer mechanisms required under applicable data protection law, which may include standard contractual clauses, adequacy decisions, transfer risk assessments, technical and organisational safeguards or other lawful transfer mechanisms.
Customer is responsible for ensuring that it has an appropriate legal basis, required notices, consents, permissions and authority to provide personal data to the Company and to enable the Company, its subprocessors, Third-Party Providers and Model Providers to process such personal data in connection with the Service.
10.3. Additional Terms and Policies
Customer’s access to and use of the Service may be subject to additional terms, policies, rules, documentation or guidelines made available by the Company from time to time, including the Acceptable Use Policy, documentation, order form, Commercial Terms, Provider Terms, security requirements, technical requirements, API documentation and feature-specific terms.
Such additional terms apply to Customer’s use of the relevant part of the Service and are incorporated by reference into these Terms to the extent applicable.
In the event of conflict between these Terms and an order form or other written agreement executed by the Company and Customer, the order form or such written agreement will apply to the extent of such conflict, unless expressly stated otherwise in that document.
10.4. Third-Party Services and Integrations
The Service may interoperate, integrate or connect with third-party products, services, APIs, models, tools, software, infrastructure, payment providers, authentication providers, analytics providers or other external services (“Third-Party Services”).
Customer’s access to or use of Third-Party Services may be governed by separate terms, policies, licences, data processing terms, documentation or other requirements of the relevant Third-Party Provider.
The Company does not control and does not make any representation, warranty or guarantee regarding Third-Party Services, including their availability, security, performance, compliance, data practices, retention, training practices, output quality, support, continued availability or suitability for Customer’s intended use.
Customer is responsible for reviewing and complying with the terms and requirements applicable to any Third-Party Services used in connection with the Service.
The Company is not responsible for any loss, disclosure, modification, deletion, unavailability, suspension, degradation or other issue relating to Customer Content, Inputs, Outputs, accounts, integrations, Models, Customer Applications or data where such issue arises from Third-Party Services, Third-Party Providers, Provider Terms, Customer’s configuration, Customer’s instructions or circumstances outside the Company’s reasonable control.
The Company may add, remove, replace, suspend, restrict or discontinue integrations with Third-Party Services from time to time, including where required by applicable law, Provider Terms, technical limitations, security requirements, business needs or other operational reasons.
11. CHANGES TO THESE TERMS
The Company may update, modify or replace these Terms from time to time, including to reflect changes in the Service, applicable law, Provider Terms, technical or organisational processes, business arrangements, security requirements, compliance requirements or other operational needs.
The Company will notify Customer of material changes to these Terms by email, through the Service, through the account interface, by posting the updated Terms on the Company’s website or by other appropriate means. The Company may notify Customer of other changes by any of the same means.
Unless otherwise stated by the Company, specified in the relevant notice or required by applicable law, changes to these Terms will become effective upon publication, notification or otherwise being made available to Customer.
Notwithstanding the foregoing, changes required or reasonably justified due to applicable law, Provider Terms, security requirements, abuse prevention, sanctions, technical limitations, compliance requirements or other urgent operational reasons may become effective immediately upon publication, notification or otherwise being made available to Customer.
Customer is responsible for reviewing the updated Terms. Customer’s continued access to or use of the Service after the updated Terms become effective constitutes acceptance of the updated Terms, to the extent permitted by applicable law.
If Customer does not agree to the updated Terms, Customer must stop using the Service and may terminate its use of the Service in accordance with these Terms and the applicable contractual documents.
Unless otherwise required by applicable law or expressly stated by the Company, disputes arising under these Terms will be resolved in accordance with the version of the Terms in effect at the time the relevant event giving rise to the dispute occurred.
12. OWNERSHIP AND PROPRIETARY RIGHTS
The Service is provided and operated by the Company. The Service, including its software, technology, interfaces, APIs, documentation, designs, workflows, configurations, features, know-how, business processes, technical information, improvements, updates, modifications and other materials made available by or on behalf of the Company (“Company Materials”), is protected by intellectual property laws and other applicable laws.
As between the parties, the Company, its licensors and suppliers, as applicable, retain all rights, title and interest in and to the Service and Company Materials, including all intellectual property rights and proprietary rights, except for the limited rights expressly granted to Customer under these Terms or the applicable order form.
For clarity, Company Materials do not include Customer Content, except to the extent that Customer Content incorporates, depends on, is combined with or is displayed through the Service, Company Materials, Models, Third-Party Providers’ technology or other third-party materials.
Except as expressly permitted under these Terms, the applicable order form or applicable law, Customer must not copy, modify, adapt, translate, reproduce, distribute, sell, lease, rent, sublicense, transfer, publish, display, disclose, reverse engineer, decompile, disassemble or otherwise exploit the Service or Company Materials.
Nothing in these Terms transfers to Customer any ownership rights in the Service, Company Materials, the Company’s trademarks, trade names, logos, domain names or other brand features.
Customer must not use the Company’s name, trademarks, trade names, logos, domain names or other brand features without the Company’s prior written consent, except to the extent expressly permitted in the applicable order form or other written agreement with the Company.
Third-Party Providers, Model Providers and other licensors may retain rights, title and interest in their respective models, APIs, software, infrastructure, integrations, tools, documentation, data, materials and other technology. Customer’s access to and use of such materials may be subject to the applicable Provider Terms.
The Service may include, incorporate or interoperate with open-source software or other third-party materials. Such components may be subject to their own licences, terms and conditions. Nothing in these Terms limits Customer’s rights under applicable open-source licences, but such rights apply only to the relevant components and do not extend to the Service or Company Materials as a whole.
All rights not expressly granted to Customer under these Terms are reserved by the Company, its licensors, suppliers, Third-Party Providers and Model Providers, as applicable.
13. FEEDBACK
Customer may, but is not required to, provide suggestions, ideas, enhancement requests, comments, recommendations, error reports or other feedback regarding the Service, Models, integrations, features, documentation or related matters, whether through the Service, support channels or otherwise (“Feedback”).
Customer grants the Company a worldwide, perpetual, irrevocable, non-exclusive, transferable, sublicensable, royalty-free and fully paid licence to use, copy, modify, adapt, publish, distribute, create derivative works from, commercialise and otherwise exploit Feedback for any lawful purpose, including to improve, develop, operate, support, market and provide the Service and other products or services.
The Company may use Feedback without restriction, attribution, approval, accounting or payment to Customer or any other person.
Feedback will not be treated as Customer’s Confidential Information unless the Company has expressly agreed otherwise in writing.
To the extent permitted by applicable law, Customer waives, and must ensure that its Admin Users, Authorised Users and representatives waive, any moral rights or similar rights in Feedback that may prevent or restrict the Company’s use of Feedback in accordance with these Terms.
The Company has no obligation to use, implement, respond to or maintain any Feedback.
14. CONFIDENTIALITY
14.1. Confidential Information
“Confidential Information” means any non-public information disclosed or made available by one party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with these Terms, the Service or the parties’ relationship, whether disclosed in writing, orally, visually, electronically, through the Service, through chats, messages, emails or other communications, or by any other means, that is marked or identified as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.
Confidential Information of the Company includes, without limitation, non-public information relating to the Service, software, APIs, technology, systems, architecture, model routing logic, integrations, security measures, documentation, product plans, non-public pricing, business plans, commercial arrangements, technical information, know-how, trade secrets and any other non-public information relating to the Company, its contractors, service providers, suppliers, Third-Party Providers or Model Providers.
Confidential Information of Customer may include, without limitation, non-public business, technical, commercial or operational information provided by Customer to the Company in connection with the Service. Customer Content may constitute Customer’s Confidential Information to the extent it is non-public and should reasonably be understood to be confidential given its nature and the circumstances in which it is provided, subject to the rights and licences granted to the Company under these Terms, the Privacy Policy, applicable data processing terms and the applicable contractual documents.
Confidential Information does not include information that the Receiving Party can demonstrate:
is or becomes publicly available without breach of these Terms or any other confidentiality obligation;
was lawfully known to the Receiving Party before receiving it from the Disclosing Party, without breach of any confidentiality obligation;
is lawfully received from a third party without breach of any confidentiality obligation; or
is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
Feedback is not Customer’s Confidential Information unless the Company has expressly agreed otherwise in writing.
14.2. Confidentiality Obligations
The Receiving Party must:
use the Disclosing Party’s Confidential Information only for the purpose of exercising its rights or performing its obligations under these Terms or the applicable contractual documents;
protect the Disclosing Party’s Confidential Information using at least the same degree of care that it uses to protect its own confidential information of a similar nature, and in any event no less than reasonable care;
not disclose the Disclosing Party’s Confidential Information to any third party except as permitted under these Terms, the applicable contractual documents or with the Disclosing Party’s prior written consent.
The Receiving Party may disclose the Disclosing Party’s Confidential Information to its employees, officers, directors, contractors, service providers, professional advisers, auditors, insurers, Third-Party Providers and other representatives who need access to such information for purposes related to these Terms or the Service, provided that such persons are subject to confidentiality obligations or professional duties of confidentiality that are no less protective than those set out in these Terms.
The Company may disclose Customer’s Confidential Information to Third-Party Providers, Model Providers, routing providers, infrastructure providers, subprocessors and other service providers to the extent necessary to provide, operate, support, secure and maintain the Service, comply with Provider Terms, process Customer Content or perform the Company’s obligations under these Terms, the applicable order form, the Data Processing Agreement or other applicable contractual documents.
14.3. Compelled Disclosure
The Receiving Party may disclose Confidential Information where required by applicable law, regulation, court order, regulator, public authority, subpoena or other lawful process, provided that, to the extent legally permitted and reasonably practicable, the Receiving Party gives the Disclosing Party prompt notice of the required disclosure and takes reasonable steps to limit the disclosure or seek confidential treatment.
The Company may also disclose Customer’s Confidential Information where necessary to comply with requests from public authorities, regulators, courts, Third-Party Providers, Model Providers, payment providers or other authorised persons, to protect the Service, enforce these Terms, investigate violations, prevent abuse, resolve disputes or protect the rights and legitimate interests of the Company, customers, users, Third-Party Providers, Model Providers or other persons.
14.4. Duration
The confidentiality obligations under this Section apply during the term of these Terms and for five (5) years after termination or expiry of these Terms.
With respect to Confidential Information that constitutes a trade secret under applicable law, the confidentiality obligations will continue for so long as such information remains a trade secret under applicable law.
14.5. Return or Destruction
Upon termination of these Terms or upon written request of the Disclosing Party, the Receiving Party must return or destroy the Disclosing Party’s Confidential Information in its possession or control, unless retention is required or permitted by applicable law, contractual obligations, professional duties, backup or archival systems, security requirements, dispute resolution, audit, compliance or legitimate business purposes.
Any retained Confidential Information remains subject to the confidentiality obligations set out in these Terms.
15. INDEMNITY
To the maximum extent permitted by applicable law, Customer will indemnify, defend and hold harmless the Company, its directors, officers, employees, contractors, agents, licensors, suppliers, service providers, Third-Party Providers and Model Providers (“Company Indemnified Parties”) from and against any claims, demands, proceedings, investigations, liabilities, damages, losses, fines, penalties, costs and expenses, including reasonable legal fees, arising out of or relating to:
Customer’s access to or use of the Service, Models, Third-Party Providers, integrations, APIs, Inputs, Outputs, Customer Content or Customer Applications;
Customer Content, including any allegation that Customer Content infringes, violates or misappropriates any intellectual property right, privacy right, confidentiality obligation, publicity right, contractual right, moral right or other right of any third party;
Customer’s breach of these Terms, the applicable order form, the Acceptable Use Policy, Provider Terms, documentation, the Data Processing Agreement or any other applicable contractual document;
Customer’s violation of applicable law, including data protection, privacy, confidentiality, intellectual property, consumer protection, sanctions, export control, anti-money laundering, counter-terrorist financing, anti-corruption, advertising, professional services or other applicable laws;
Customer’s use of Outputs, including publication, distribution, reliance on, commercial use, integration into Customer’s products, services or Customer Applications, or use in any regulated, high-risk, sensitive, professional, customer-facing or legally significant context;
any act or omission of Customer’s Admin Users, Authorised Users, employees, contractors, representatives, customers, end users or any other persons accessing or using the Service through Customer’s account, credentials, API keys, integrations or other means of access;
any dispute between Customer and any third party, including Customer’s own users, customers, end users, vendors, partners or regulators, arising from Customer’s use of the Service, Models, Inputs, Outputs, Customer Content or Customer Applications;
any failure by Customer to obtain or maintain necessary rights, licences, permissions, consents, notices, legal bases or authorisations required for Customer Content, personal data, confidential information or other materials submitted to or processed through the Service.
The Company may, at its own expense, assume the exclusive defence and control of any matter subject to indemnification by Customer. In such case, Customer must cooperate with the Company in the defence of the matter and must not settle any claim without the Company’s prior written consent if the settlement imposes any obligation, admission, restriction or liability on any Company Indemnified Party.
Customer’s indemnification obligations apply to the extent that the relevant claim, loss or liability arises from Customer’s acts, omissions, content, use of the Service, breach of these Terms or violation of applicable law.
16. DISCLAIMERS AND NO WARRANTIES
To the maximum extent permitted by applicable law, and except as expressly stated in these Terms or the applicable order form, the Service, Models, APIs, integrations, Company Materials, Outputs and any other materials or functionality made available through the Service are provided on an “as is” and “as available” basis.
The Company does not make any representation, warranty or guarantee, whether express, implied, statutory or otherwise, that:
the Service, Models, APIs, integrations, Outputs or Company Materials will be uninterrupted, secure, error-free, virus-free, accurate, complete, reliable, current, available at any particular time or location, or compatible with Customer’s systems, requirements or intended use;
any errors, defects, vulnerabilities, interruptions, delays, inaccuracies or other issues will be corrected;
any Output will be accurate, complete, lawful, non-infringing, unique, suitable for Customer’s intended purpose, suitable for publication, suitable for commercial use or suitable for any regulated, high-risk, sensitive, professional, legal, medical, financial, employment, security-critical, customer-facing or legally significant use;
any Model, Third-Party Provider, Model Provider, integration or Third-Party Service will remain available, unchanged, supported, secure, compliant or suitable for Customer’s requirements;
any Provider Terms, model information, provider information, availability information, data handling information, logging information, training information or other third-party information will always be complete, accurate, up to date or error-free.
Except as expressly stated in these Terms or the applicable order form, the Company disclaims all warranties and conditions of any kind, whether express, implied, statutory or otherwise, including any implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, quiet enjoyment, availability, accuracy, reliability or arising from course of dealing, usage or trade.
Customer acknowledges that artificial intelligence technologies are probabilistic and may generate Outputs that are inaccurate, incomplete, misleading, biased, offensive, unlawful, outdated, unsuitable or inconsistent with Customer’s instructions or intended use. Customer is solely responsible for reviewing, validating and evaluating Outputs before relying on them, publishing them, distributing them, integrating them into Customer’s products, services or Customer Applications, or using them to make or support decisions.
The Service and Outputs do not constitute legal, medical, financial, tax, employment, security, compliance or other professional advice. Customer must not rely on the Service or Outputs as a substitute for professional advice, qualified review, independent verification or legally required human oversight.
Customer is solely responsible for determining whether any Model, Third-Party Provider, Provider Terms, Input, Output, Customer Content, Customer Application, configuration, setting or use case is appropriate for Customer’s business, technical, legal, security, privacy, regulatory and compliance requirements.
The Company does not control and does not make any representation, warranty or guarantee regarding any Third-Party Provider’s or Model Provider’s data handling, retention, logging, training, security, availability, performance, intellectual property, compliance or other practices, except to the extent expressly stated in a written agreement signed by the Company.
No advice or information, whether oral or written, obtained from the Company, the Service, documentation, support channels or any related materials will create any warranty or commitment not expressly stated in these Terms or the applicable order form.
Nothing in these Terms excludes or limits any rights, warranties or remedies that cannot be excluded or limited under applicable law.
17. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, the Company, its directors, officers, employees, contractors, agents, licensors, suppliers, service providers, Third-Party Providers and Model Providers will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill, anticipated savings, data, use, reputation or other intangible losses, arising out of or in connection with these Terms, the Service, Models, Third-Party Providers, integrations, APIs, Inputs, Outputs, Customer Content, Customer Applications or Customer’s use of or inability to use the Service, whether based on contract, tort, negligence, breach of statutory duty, strict liability or any other legal theory, even if advised of the possibility of such damages.
To the maximum extent permitted by applicable law, the aggregate liability of the Company, its directors, officers, employees, contractors, agents, licensors, suppliers, service providers, Third-Party Providers and Model Providers arising out of or in connection with these Terms, the Service, Models, Third-Party Providers, integrations, APIs, Inputs, Outputs, Customer Content, Customer Applications or Customer’s use of or inability to use the Service will not exceed the Fees actually paid by the Customer to the Company for the Service giving rise to the claim during the one (1) month immediately preceding the event giving rise to the claim, excluding any fees or charges attributable to AI/LLM token usage or third-party AI model consumption.
The limitations and exclusions of liability in this Section apply to the maximum extent permitted by applicable law and regardless of the form of action, whether in contract, tort, negligence, breach of statutory duty, strict liability or any other legal theory.
Nothing in these Terms excludes or limits liability to the extent that such liability cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, wilful misconduct or any other liability that cannot be excluded or limited by applicable law.
The limitations and exclusions of liability in these Terms are an essential basis of the bargain between the parties and apply even if any limited remedy fails of its essential purpose.
18. GOVERNING LAW AND DISPUTE RESOLUTION
These Terms and any dispute, claim or controversy arising out of or in connection with these Terms, the Service or their subject matter, including any non-contractual disputes or claims, will be governed by and interpreted in accordance with the laws of the Republic of Estonia, without regard to conflict of law rules.
The parties will first attempt to resolve any dispute arising out of or in connection with these Terms or the Service through good faith negotiations. A party wishing to raise a dispute must provide written notice to the other party describing the nature of the dispute and the relief sought.
If the dispute is not resolved within thirty (30) calendar days after receipt of the notice, either party may bring the dispute before the competent courts of the Republic of Estonia, unless otherwise required by applicable law or expressly agreed by the parties in a written agreement.
Nothing in these Terms prevents either party from seeking urgent interim, injunctive or equitable relief from any court of competent jurisdiction where such relief is necessary to protect its rights, Confidential Information, intellectual property, data, systems, security, customers, users or legitimate business interests.
Where Customer is a consumer and mandatory consumer protection laws apply, nothing in these Terms limits any mandatory rights that Customer may have under the laws of Customer’s country of residence.
19. GENERAL PROVISIONS
19.1. Entire Agreement
These Terms, together with the Data Processing Agreement, Acceptable Use Policy, applicable order form, Commercial Terms, Provider Terms, documentation and any other documents expressly incorporated by reference into these Terms, constitute the entire agreement between Customer and the Company regarding Customer’s access to and use of the Service, and supersede all prior or contemporaneous understandings, communications or agreements regarding such subject matter.
These Terms should be read together with the Privacy Policy, but nothing in this Section limits any rights of data subjects under applicable data protection law.
In the event of any conflict between these Terms and an applicable order form or other written agreement executed by the Company and Customer, the order form or such written agreement will prevail to the extent of such conflict, unless expressly stated otherwise.
19.2. Assignment
Customer may not assign, transfer, delegate or otherwise dispose of these Terms or any rights or obligations under these Terms, whether by operation of law or otherwise, without the Company’s prior written consent.
The Company may assign, transfer, delegate or otherwise dispose of these Terms or any rights or obligations under these Terms to a successor, purchaser, acquirer or other third party in connection with a merger, reorganisation, restructuring, sale of assets, sale of business, financing, corporate transaction or other lawful transfer, provided that such assignment is made in accordance with applicable law.
Any attempted assignment or transfer in violation of this Section will be void.
19.3. No Waiver
The failure or delay of either party to exercise or enforce any right, remedy or provision under these Terms will not constitute a waiver of such right, remedy or provision.
A waiver of any breach or default will not constitute a waiver of any other or subsequent breach or default.
19.4. Severability
If any provision of these Terms is held to be invalid, unlawful or unenforceable, that provision will be limited, modified or eliminated to the minimum extent necessary so that the remaining provisions of these Terms remain in full force and effect.
19.5. No Agency
The Company and Customer are independent parties. These Terms do not create any agency, partnership, joint venture, employment, fiduciary, franchise or similar relationship between Customer and the Company.
Customer has no authority to bind the Company or to make any representation, commitment or warranty on behalf of the Company.
19.6. No Third-Party Beneficiaries
Except as expressly stated in these Terms, these Terms are not intended to create any rights or remedies for any person other than Customer and the Company.
Third-Party Providers and Model Providers are intended third-party beneficiaries of the provisions of these Terms that relate to Provider Terms, Models, Third-Party Providers, Customer Content, Inputs, Outputs, use restrictions, suspension, termination, indemnity, disclaimers, limitation of liability and compliance with applicable provider requirements, to the extent such provisions relate to Customer’s, Admin Users’, Authorised Users’ or Customer’s own users’, customers’ or end users’ access to or use of the relevant Models, Third-Party Providers or related functionality.
19.7. Force Majeure
Neither party will be liable for any delay or failure to perform its obligations under these Terms to the extent such delay or failure results from events beyond that party’s reasonable control, including natural disasters, acts of war, terrorism, civil unrest, labour disputes, epidemics or pandemics, governmental actions, changes in law, failures of telecommunications, internet, hosting, cloud, data centre, utility or payment systems, failures or unavailability of Third-Party Providers or Model Providers, cyberattacks, security incidents or other events beyond the affected party’s reasonable control.
This Section does not relieve Customer of any obligation to pay Fees incurred before or during the relevant event, except to the extent expressly required by applicable law or agreed by the Company in writing.
19.8. Notices
The Company may provide notices to Customer by email, through the Service, through the account interface, by posting on the Company’s website or by other reasonable means.
Customer is responsible for maintaining accurate and up-to-date contact details in its account and for ensuring that communications from the Company can be received.
Customer may provide notices to the Company at [email protected], unless another notice method is specified in the applicable order form or other contractual document.
Notices will be deemed given when sent, posted or otherwise made available, unless applicable law requires otherwise.
19.9. Language
The official language of these Terms is English. The Company may make these Terms available in other languages for convenience only. In the event of any conflict or inconsistency between different language versions, the English version will prevail, unless expressly required otherwise by applicable law.
19.10. Headings
Headings and section titles are for convenience only and do not affect the interpretation of these Terms.
19.11. Anti-Corruption and Trade Compliance
Customer must comply with all applicable anti-corruption, anti-bribery, sanctions, export control, trade compliance, anti-money laundering and counter-terrorist financing laws in connection with its access to and use of the Service.
Customer must not offer, give, request, receive or accept anything of value for the purpose of improperly influencing any act or decision, obtaining an improper advantage, or causing the Company, its service providers, contractors, suppliers, Third-Party Providers or Model Providers to violate applicable law.
Customer must promptly notify the Company if Customer becomes aware that any representation, warranty or obligation relating to sanctions, export control, trade compliance, anti-corruption, anti-money laundering or counter-terrorist financing compliance is or may become inaccurate.
The Company may suspend, restrict or terminate access to the Service where it reasonably believes that continued access may violate this Section, applicable law, Provider Terms or compliance requirements.
19.12. Survival
Any provisions of these Terms that by their nature are intended to survive termination or expiry will survive, including provisions relating to Fees, Customer Content, ownership and intellectual property, Provider Terms, confidentiality, data protection, disclaimers, limitation of liability, indemnity, governing law, dispute resolution, notices and general provisions.
20. ELECTRONIC COMMUNICATIONS
Customer agrees that the Company may provide notices, agreements, disclosures, invoices, payment notices, service messages, technical notices, security notices, updates, amendments and other communications relating to these Terms or the Service electronically.
Electronic communications may be provided by email, through the Service, through the account interface, by posting on the Company’s website or by other electronic means made available by the Company.
Customer is responsible for maintaining accurate and up-to-date contact information in its account and for ensuring that communications from the Company can be received.
To the extent permitted by applicable law, Customer agrees that electronic communications satisfy any legal requirement that such communications be in writing.
This Section does not constitute consent to receive marketing communications where separate consent, opt-out rights or other requirements apply under applicable law.
21. CONTACT INFORMATION
The Service is provided by:
ELYSEIN LIMITED OU
Registry code: 17379660
Registered address: Harju maakond, Tallinn, Kesklinna linnaosa, Vesivärava tn 50-201, 10152, Estonia
Customer may contact the Company regarding these Terms or the Service at:
If a different notice address, legal email, support email or billing contact is specified in the applicable order form, account interface or other contractual document, communications relating to the relevant matter may be sent to that address or contact.