Terms of Service

Version Number: 2026V1 | Last Updated: 2026.07

Welcome to Zenlayer Inc. ("Company," "we," "us," or "our"). We operate this Token Exchange platform (the "Service") that provides developers and businesses with a unified API to access large language models offered by third-party providers ("Model Providers" or "Providers"), available at https://www.tkex.ai and through our API.

These Terms of Service ("Terms") are a legally binding agreement between you and the Company governing your access to and use of the Service. Please read these Terms carefully.

BY CLICKING "I ACCEPT," REGISTERING AN ACCOUNT, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE ACCEPTABLE USE POLICY IN SECTION 8 AND THE DISPUTE RESOLUTION AND ARBITRATION PROVISIONS IN SECTION 21. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE.

THESE TERMS PROVIDE THAT ALL DISPUTES BETWEEN YOU AND THE COMPANY WILL BE RESOLVED BY BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THESE TERMS, EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT. PLEASE REVIEW SECTION 21 CAREFULLY.

Section 1. Service Overview

The Company operates the Zenlayer Token Exchange platform, which routes API requests to third-party Model Providers and returns the resulting outputs to you through a unified API. The Service includes the following core capabilities:

  • Pass-through routing of requests and responses to and from Model Providers, without reading or modifying prompt content. Supported request types include chat completions, embeddings, image generation, reranking, and model-native formats including Anthropic Messages, Google Gemini, and OpenAI Responses;

  • Price routing: upon your specification of a model, the Service automatically selects the lowest-cost qualified Provider for that model at the time of the request;

  • A unified billing and usage management layer; and

  • API call analytics and reporting.

Section 2. Pass-Through Architecture; Data Commitments

The Service is designed and operated as a stateless pass-through relay. The Company makes the following commitments regarding Customer Data (as defined in Section 6.1):

  • No storage of prompt or output content. The Company does not store, retain, log, or persist the content of any Input (prompts, system instructions, or other content you submit) or any Output (content returned by a Model Provider). Inputs and Outputs are transmitted in real time and are not retained by the Company after each transmission is complete.

  • No Company training use. The Company does not use your Inputs or Outputs to train, fine-tune, evaluate, or improve any AI model operated by the Company.

  • No commercial exploitation. The Company does not sell, license, or otherwise commercially exploit your Inputs or Outputs.

  • Metadata retained for operations. The Company retains limited request metadata (model identifier, Provider routed to, token counts, latency, response status, and timestamp) solely for billing, usage analytics, fraud prevention, and service operations. This metadata does not include the content of your Inputs or Outputs.

Model Provider data practices. Your Inputs are transmitted to Model Providers, who may have their own data retention, logging, or model training practices. Some Model Providers may store or train on your Inputs for the purpose of improving their own models, and may allow you to opt out of model training as described in their Model Terms. The Company endeavors to opt out of model training where such options are made available by Model Providers; however, the Company shall have no responsibility or liability for the acts, omissions, security practices, privacy and data practices, availability, performance, regulatory compliance, or decisions of any Model Provider and makes no warranty in this regard. You are responsible for reviewing each Provider's Model Terms and privacy policy before submitting sensitive data.

Price Routing. When you use the Price Routing feature, the Service selects the lowest-cost qualified Provider for the model you specified based on real-time cost and availability metadata. Price Routing does not involve reading, analyzing, or processing the content of your Inputs. The specific Provider serving any individual request is determined dynamically; a public directory of participating Providers is available at https://www.tkex.ai/providers, and you may configure a Provider blocklist in your account settings, to the extent available.

While AI Router is designed to optimize routing based on cost, the Platform may also consider operational factors such as service availability, performance, resiliency, security, compliance, and technical requirements when selecting a qualified Model Provider in order to maintain the reliability and integrity of the Service.

Section 3. Eligibility and Accounts

3.1 Eligibility

You must be at least 13 years of age to use the Service. By agreeing to these Terms, you represent and warrant that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Service; and (c) your registration and use of the Service complies with all applicable laws and regulations. If you are accepting these Terms on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that entity to these Terms. The Service is primarily intended for business and commercial use. Individual developers accessing the Service in a professional or commercial capacity are also permitted. The Service is not directed to individuals acting solely in their personal, family, or household capacity.

3.2 Account Registration

To access the Service, you must register for an account by providing a valid email address or authenticating via a supported OAuth provider (currently GitHub; additional providers may be added over time). You agree to: (a) provide accurate and complete information; (b) maintain the accuracy of your information; (c) maintain the confidentiality of your account credentials; and (d) accept responsibility for all activities occurring under your account. If you believe your account security has been compromised, you must notify us immediately at info@tkex.ai.

3.3 API Keys

Upon registration, the Company will issue you one or more Platform API Keys ("Platform Keys"). The Service operates in Platform Key mode: the Company holds upstream Model Provider API credentials centrally, and all customer requests are routed through the Company's servers via server-side relay. Your Platform Keys are confidential credentials. You agree to:

  • Keep your Platform Keys secure and not share, sublicense, sell, transfer, or disclose them to any third party;

  • Not use Platform Keys to build products or services that compete with, replicate, or resell the Service without the Company's prior written consent;

  • Promptly notify the Company if you become aware of any unauthorized use of your Platform Keys or account; and

  • Take responsibility for all activity occurring under your Platform Keys.

3.4 Account Security

The Company is not liable for any loss or damage arising from your failure to maintain the security of your account credentials. The Company may suspend, restrict, or terminate access to the Service if it reasonably believes an account has been compromised, the Service is being used in violation of these Terms, applicable law, or Model Provider requirements, or such action is reasonably necessary to protect the security, integrity, or operation of the Service..

Section 4. Fees, Credits, and Payment

4.1 Pre-Paid Credits

Access to the Service requires you to purchase pre-paid credits linked to your account ("Credits"). All Credits are denominated in USD. Before purchasing Credits, you will have an opportunity to review the fees applicable to your purchase.

4.2 Payment Processing Fee

Credit purchases may be subject to a payment processing fee charged by our third-party payment processor. This fee is passed through to you at cost and does not constitute revenue or profit to the Company. The applicable fee will be displayed at the time of purchase.

4.3 Payment Methods

The Company accepts payment through Stripe using accepted payment methods (currently, US-issued payment cards denominated in USD). You authorize the Company to charge all sums described in these Terms to the payment method you specify. You agree to authorize Company to verify payment information and to take reasonable steps to prevent fraud, abuse, or unauthorized transactions.

4.4 Refunds

All purchases of Credits are non-refundable, may not be resold, except where required by applicable law. If your account is suspended or terminated for cause in accordance with Section 14, any unused Credits will be forfeited. If your account is terminated by the Company without cause or by you voluntarily, unused Credits will be refunded to your original payment method within 30 days of termination.

4.5 Credit Expiration; Auto Recharge

Credits operate on a rolling basis. The expiration clock resets with each use of the Services: if Customer makes any use of the Services within a 365-day period, no Credits will expire during that period. Credits will only expire if Customer's account has had no usage activity whatsoever for a continuous period of 365 days, in which case all remaining unused Credits in the account will expire at the end of that period.. You may enable an Auto Recharge feature that automatically purchases additional Credits when your balance falls below a threshold you set. By enabling Auto Recharge, you authorize the Company to charge your payment method automatically. You may cancel Auto Recharge at any time through your account settings.

4.6 Price Changes

The Company may change the pricing for the Service, including by adding fees or modifying Credit values, with advance notice to you. If you do not agree to a price change, you may stop purchasing additional Credits or discontinue use of the Service before the revised pricing becomes effective. Continued purchase of Credits or continued use of the Service after the effective date of the revised pricing constitutes acceptance of the updated pricing.

Section 5. Model Providers and Model Terms

5.1 Third-Party Model Terms

The Service routes your Inputs to Model Providers. Each Model Provider has its own terms of service, acceptable use policies, and data handling practices ("Model Terms"). The Company does not modify, waive, or supersede any Model Terms. By using the Service, you agree to comply with the applicable Model Terms for each model you access. You are solely responsible for reviewing and complying with all applicable Model Terms before use. Model Terms for participating Providers are available in our Provider documentation at https://www.tkex.ai/docs. In the event of a conflict between these Terms and any applicable Model Terms, the more restrictive requirement shall apply with respect to Customer's use of the applicable Model Provider's services.

5.2 Compliance Certification

Upon the Company's reasonable request, you will promptly provide any information, certifications, notices, consents, or other materials required to confirm your compliance with applicable Model Terms. Failure to provide such materials within a reasonable time may result in suspension of access to the applicable model or the Service.

5.3 Model Provider as Third-Party Beneficiary

Model Providers are intended third-party beneficiaries of Sections 5, 6, 8, 15, and 17 of these Terms, to the extent such provisions relate to your access to or use of their models, compliance with their Model Terms, usage restrictions, or suspension and termination of model access.

5.4 No Warranty on Output

The Company makes no representation or warranty regarding the accuracy, quality, reliability, completeness, or fitness for any purpose of any Output generated by a Model Provider. You are solely responsible for independently reviewing and validating all Outputs before relying upon them for any business, legal, medical, financial, regulatory, or other significant purpose. Use of any Output is at your sole risk. You are solely responsible for evaluating Outputs, implementing appropriate human review and safeguards, and determining whether any model, Input, Output, or use case is appropriate for your specific business, legal, security, privacy, and compliance requirements.

5.5 Provider Availability

The Company is not the developer, owner, or operator of any underlying AI model. The Company does not guarantee the availability performance, accuracy, or outputs of any specific Model Provider or model. Providers and available models may be added, modified, suspended, or removed at any time without prior notice. Price Routing selections are made in real time and may vary between requests. The Company disclaims all liability for any suspension, restriction, removal, unavailability, or modification of any model arising from Model Provider decisions. The Platform shall not be liable for any interruption, degradation, delay, or unavailability resulting from the actions or omissions of any Model Provider.

5.6 Restricted Models

Certain Model Providers restrict access to their models based on user location, organization type, or other criteria ("Restricted Models"). You agree not to use the Service to access Restricted Models in violation of the applicable Model Terms, including by circumventing geo-restrictions through VPNs, proxies, or other means. Violation of this Section 5.6 constitutes a material breach subject to immediate suspension or termination.

Section 6. Customer Data

6.1 Definitions

"Input" means any text, data, images, files, or other content you submit to the Service as prompts or instructions to be routed to a Model Provider. "Output" means the content generated by a Model Provider in response to your Input and returned to you by the Service. "Customer Data" means Inputs and Outputs collectively.

6.2 Your Ownership

You retain all copyright and proprietary rights in your Input. Ownership rights in Output are determined by the applicable Model Terms for the Model Provider that generated such Output; the Company makes no representation regarding your ownership of any Output. To the extent permitted by applicable law and the applicable Model Terms, the Platform claims no ownership interest in Customer Inputs or Outputs.

6.3 Limited Transmission License

By submitting Input through the Service, you grant the Company a limited, non-exclusive, worldwide, royalty-free license solely to transmit your Input to the applicable Model Provider and return the resulting Output to you, as strictly necessary to provide, secure, maintain, and improve the operation of the Service. This license is operational and terminates upon completion of the transmission of each request. It does not extend to any storage, retention, commercial use, sublicensing, sale, training use, or any other use of Customer Data by the Company.

6.4 No Content Monitoring; Right to Restrict

The Company has no obligation to monitor, review, or filter the content of Customer Data transmitted through the Service. You are solely responsible for ensuring that your use of the Service and any content you transmit complies with these Terms, the Acceptable Use Policy in Section 8, and all applicable laws.

The Company reserves the right to apply real-time technical screening measures — which do not involve storing your content — to detect patterns indicative of prohibited use and, where such indicators are present, to restrict or block transmission without prior notice. This right is exercised at the Company's sole discretion and solely for the purpose of preventing unlawful use of the Service. The Company does not assume any obligation to perform such screening and is not liable for any content that passes through the Service. To the fullest extent permitted by applicable law, you waive any legal or equitable claim against the Company arising from the exercise of this right.

6.5 Customer Responsibility for Sensitive Data

Customer is solely responsible for determining whether it is appropriate to submit confidential, regulated, export-controlled, personal, or other sensitive information through the Service or any Model Provider. Customer acknowledges that different Model Providers may have different data handling practices and assumes all risks associated with its selection and use of a Model Provider.

Section 7. Data Protection and Privacy

7.1 Privacy Policy

The Company's Privacy Policy, available at https://www.tkex.ai/legal/privacy, is incorporated by reference into these Terms. It describes how the Company collects, uses, and protects information about users, including the limited metadata described in Section 2. By using the Service, you consent to the data practices described in the Privacy Policy.

7.2 Data the Company Collects

As set out in Section 2, the Company does not store the content of Inputs or Outputs. The Company retains only the following categories of data:

  • Account information (email address, credentials, account settings): retained for the duration of your account.

  • Request metadata (IP address, model identifier, Provider routed to, token counts, latency, response status, and timestamps): retained for billing, analytics, fraud prevention, and service operations per our Privacy Policy.

  • IP address: collected for security and geo-restriction enforcement per our log retention policy.

  • Payment records (transaction IDs, amounts, payment method type): retained per applicable financial regulations. Payment card details are processed by Stripe and are not stored by the Company.

7.3 Controller / Processor Relationship; Data Processing Agreement

Under applicable data protection law, you act as the data controller and the Company acts as the data processor for any personal data transmitted through the Service. The Company makes available a Data Processing Agreement (DPA) at https://www.tkex.ai/legal/dpa. Where you are subject to applicable data protection law that requires a data processing agreement between a controller and processor — including the GDPR, UK GDPR, or equivalent law — you agree to execute the DPA, which is incorporated into and forms part of these Terms upon execution. Where no such legal requirement applies, execution of the DPA remains available upon request.

7.4 Cross-Border Data Transfers

Transfers between you and the Company. The Company's infrastructure is based in the United States. Where the transmission of your personal data to the Company constitutes a cross-border transfer requiring a legal transfer mechanism under applicable data protection law, such transfer is governed by the Company's Data Processing Agreement (DPA), which incorporates Standard Contractual Clauses where required.

Transfers from the Company to Model Providers. Your Inputs are transmitted to Model Providers on your instruction as necessary to perform the Service. Model Providers may be located in various countries depending on the Provider and model you select. You are responsible for reviewing each Model Provider's data handling practices and terms before submitting data, and for ensuring that your selection of Model Providers is appropriate under applicable data protection laws.

7.5 Third-Party Services

The Service integrates with third-party services including Model Providers and payment processors. The Company is not responsible for the acts, omissions, data practices, security, or terms of any third-party service. Your use of third-party services is subject to their respective terms and policies including any suspension, discontinuation, data loss, security incident, regulatory action, pricing change, or modification. The Company provides links to Model Provider terms in our documentation but makes no warranty that such links are current or complete.

Section 8. Export Controls and Sanctions Compliance

The Service is operated by a US company and is subject to US export control laws and regulations, including the Export Administration Regulations (EAR) and sanctions programs administered by the Office of Foreign Assets Control (OFAC). You represent and warrant that:

  • You are not located in, organized under the laws of, or a resident of any country or territory subject to US comprehensive sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine);

  • You are not listed on any US government restricted party list, including the OFAC SDN List or the BIS Entity List; and

  • Your use of the Service will not violate any applicable export control law or sanctions regulation.

The Company reserves the right to implement geographic access restrictions and to terminate access for any user or entity in violation of this Section, without liability. Customer shall promptly notify Company if it becomes aware that any representation made in this Section is no longer accurate.

Section 9. Acceptable Use Policy

9.1 General Prohibitions

By using the Service, you agree not to use the Service for any of the following purposes, and not to permit your authorized users or downstream customers to do so:

  • Any illegal purpose, or in violation of any local, state, national, or international law or regulation, or any applicable Model Terms;

  • Accessing the Service if you or a beneficial owner of your organization is subject to US sanctions, EU sanctions, UN sanctions, or any government restricted-party list (including the OFAC SDN List, BIS Entity List, or Denied Persons List);

  • Reselling or white-labeling or otherwise making direct access to the Service available to third parties as a standalone product, or using access to the Service to build, operate, or improve any competing AI gateway, model routing, or API aggregation service;

  • Attempting to benchmark, test, or monitor the availability, performance, or functionality of the Service for the purpose of creating or improving a competing product or service;

  • Sharing, transferring, selling, or disclosing your Platform Keys to any third party;

  • Creating false identities, misrepresenting your identity, or creating multiple accounts to circumvent use limits or fees;

  • Using automated tools (crawlers, scrapers, robots, scripts) to extract data from the Service, or bypassing any technical measures implementing rate limits or access controls;

  • Reverse engineering, decompiling, disassembling, or attempting to extract the source code of any portion of the Service or any underlying model;

  • Interfering with the security, integrity, or performance of the Service or any network or server used to provide the Service; or

  • Representing AI-generated Output as human-generated content to deceive or defraud any person or entity or any other unlawful conduct.

  • Circumventing or attempting to circumvent geographic restrictions, sanctions screening, or any other access controls implemented by the Company or required by applicable law, including by use of VPNs, proxies, or other technical means;

  • Misrepresenting, spoofing, or impersonating any AI model, Provider, or model version when accessing or re-exposing the Service, or otherwise falsely representing the source or identity of any Output.

  • Using any Output generated through the Service, directly or indirectly, to develop, train, fine-tune, optimize, or improve any AI or machine learning model, including by: (a) using Outputs as training data or part of a training dataset; (b) using Outputs for data distillation or to train, guide, or optimize another model; (c) using Outputs to build benchmarks, evaluation datasets, or corpora; or (d) systematically collecting Outputs to accumulate data for any model training purpose. This prohibition applies to your employees, affiliates, subcontractors, and downstream customers.

9.2 Zero-Tolerance Prohibited Content

Regardless of jurisdiction, the following content types are absolutely prohibited. Any account associated with such content will be immediately and permanently terminated and may be reported to law enforcement:

  • Child sexual abuse material (CSAM): any content that sexually exploits or depicts minors, including AI-generated or simulated depictions, regardless of fictional framing.

  • Weapons of mass destruction: technical instructions, synthesis routes, or acquisition strategies for biological, chemical, nuclear, or radiological (CBRN) weapons or their precursors.

  • Terrorism and violent extremism: content that facilitates, promotes, incites, glorifies, or recruits for acts of terrorism, genocide, or mass violence.

To report suspected CSAM or other violations of this Section, please contact us at info@tkex.ai.

9.3 Sensitive and Regulated Content

The following content types are illegal or strictly regulated in major jurisdictions and may not be processed through the Service without appropriate legal basis and compliance safeguards:

  • Sensitive personal data processed without authorization: biometric data (facial images, fingerprints, voiceprints, genetic sequences), health or medical records, data revealing racial or ethnic origin, religious beliefs, political opinions, sexual orientation, or precise geolocation.

  • Children's personal data: personal data of individuals under 13 (US / COPPA), under 14 (China / PIPL), or under 16 (certain EU member states / GDPR) without verifiable parental consent.

  • Financial account credentials: payment card numbers, bank account credentials, CVV codes, or other financial authentication data without authorization.

  • Government-issued identity document data: passport numbers, national identity card numbers, social security numbers, or equivalent identifiers without authorization.

  • Export-controlled technical data: technical data or software requiring an export license under the EAR or ITAR for the applicable recipient.

9.4 High-Risk Use Cases

The following use cases are not prohibited but require appropriate safeguards, regulatory approvals where applicable, and human oversight before acting on AI-generated Outputs that could materially affect individuals:

  • Medical or clinical decision support (HIPAA, FDA regulations, EU Medical Device Regulation)

  • Credit scoring, loan underwriting, or financial advice (ECOA, CFPB regulations, EU AI Act Annex III)

  • Employment screening or HR decision-making (EU AI Act Annex III, EEOC guidelines)

  • Legal advice or document generation for individuals

  • Government or public service decisions affecting individual rights

  • Critical infrastructure operational control

You remain solely responsible for all decisions, actions, and outcomes resulting from its use of Outputs in connection with any high-risk use case.

9.5 Downstream User Obligations

If you use the Service to build products or services used by your own customers or end users ("Downstream Users"), you must: (a) incorporate these Acceptable Use Policy prohibitions into your own terms with Downstream Users; (b) implement reasonable technical controls to prevent Downstream Users from violating this Section 9; (c) comply with applicable transparency requirements, including informing end users when they interact with an AI system as required by applicable law (including EU AI Act Article 50 where applicable); and (d) remain responsible for the acts and omissions of your Downstream Users as though such acts or omissions were those of you.

The foregoing is subject to the applicable Model Terms of each Model Provider whose models you access. The Company makes no representation that all Model Providers permit downstream commercialization, and you are solely responsible for reviewing and complying with the applicable Model Terms before commercializing any Downstream Product.

9.6 Red Teaming

Red teaming (prompt injection, jailbreaking, or other adversarial testing of models) violates many Model Terms and is prohibited without the Company's prior written approval. If you wish to conduct legitimate security research or red teaming, please submit a written request to info@tkex.ai. The Company will review each request individually and respond within 5 business days. Approval is not guaranteed and may be revoked at any time.

Section 10. Confidentiality

10.1 Definition

"Confidential Information" means non-public information designated as confidential in writing by the disclosing party, or that a reasonable party would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly available without breach of any obligation; (b) was known to the receiving party before receipt without a duty of confidentiality; (c) is lawfully received from a third party without a duty of confidentiality; (d) is independently developed without breach of any obligation; or (e) constitutes Feedback as defined in Section 12.

10.2 Obligations

Each party agrees to hold the other party's Confidential Information in strict confidence using at least the same care it uses for its own confidential information (and no less than reasonable care), to use such Confidential Information only as necessary to exercise rights and fulfill obligations under these Terms, and to limit access to those employees, contractors, and advisors with a need to know who are subject to confidentiality obligations no less protective than these Terms. Each receiving party shall be responsible for any breach of this Section by its employees, contractors, advisors, or other representatives to whom it discloses Confidential Information. A party may disclose Confidential Information if legally compelled, provided it gives the other party advance notice to the extent legally permitted and takes reasonable steps to limit disclosure.

10.3 Injunctive Relief

Each party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages alone would be an inadequate remedy. Accordingly, either party may seek injunctive or other equitable relief, in addition to any other remedies available at law.

Section 11. Modifications to Terms and Service

11.1 Modifications to Terms

For any changes to these Terms that materially modify your rights or obligations, the Company will provide at least 30 days advance notice via email or in-product notification. Your continued use of the Service after the notice period constitutes your acceptance. All other changes take effect upon posting to our website. Disputes will be resolved under the version of these Terms in effect at the time the dispute arose.

11.2 Modifications to Service

The Company may modify, suspend, or discontinue the Service or any feature (including by adding, removing, or modifying Model Providers or models), temporarily or permanently, at any time. Where commercially practicable, the Company will use reasonable efforts to provide advance notice of material service changes. The Company will not be liable for any modification, suspension, or discontinuation of the Service.

Section 12. Feedback

If you provide suggestions, ideas, or feedback regarding problems with or proposed improvements to the Service ("Feedback"), you grant the Company an unrestricted, perpetual, irrevocable, non-exclusive, royalty-free right to use such Feedback for any purpose, including to improve the Service and develop other products and services. Feedback does not include Customer Data.

Section 13. Intellectual Property

The Service, including its software, interfaces, design, and all related materials ("Company Materials"), is owned by the Company and protected by intellectual property laws. Except as expressly authorized, you may not copy, modify, distribute, sell, sublicense, or otherwise exploit any Company Materials. The Company reserves all rights not expressly granted in these Terms. Nothing in these Terms grants you any ownership in or license to Company Materials beyond the right to access and use the Service as described herein. Nothing in these Terms grants Customer any right to access, use, copy, or create derivative works from any Model Provider technology, models, weights, training data, or other intellectual property except as expressly permitted through the Service.

Section 14. Suspension and Termination

14.1 Termination by You

You may terminate your account at any time by contacting support at info@tkex.ai. Upon termination, you remain responsible for all charges incurred prior to termination. Unused Credits will be refunded to your original payment method within 30 days of voluntary termination.

14.2 Termination or Suspension by the Company

The Company may suspend or terminate your access to the Service at any time, including for:

  • Violation of these Terms or the Acceptable Use Policy in Section 9;

  • Non-payment, fraudulent payment, or chargebacks;

  • Violation of applicable Model Terms;

  • Any activity that creates legal, regulatory, reputational, or security risk for the Company or any Model Provider; or

  • Compliance with applicable law, regulation, court order, or government request.

  • Protection of the security, integrity, availability, or operation of the Service.

Upon termination resulting from your material breach of these Terms, (1) any unused Credits may be forfeited to the extent permitted by applicable law, and (2) you may not create a new account without the Company's prior written consent.

14.3 Effect of Termination

Upon termination, all rights granted under these Terms will immediately cease. Sections 2, 4, 5, 6, 7, 8, 10, 12, 13, 14, 15, 16, 17, 18, 19, and 21 will survive termination. Termination of these Terms does not relieve either party of any liability or obligation that accrued prior to the effective date of termination.

Section 15. Indemnification

You will defend, indemnify, and hold harmless the Company and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, "Company Entities") from and against every claim, liability, damage, loss, and expense (including reasonable attorneys' fees) arising out of or in connection with:

  • Your access to, use of, or alleged use of, the Service in violation of these Terms, applicable Model Terms, or applicable law;

  • Your violation of these Terms, the Acceptable Use Policy, any applicable Model Terms, or any applicable law or regulation;

  • Your violation of any third-party right, including any intellectual property, privacy, publicity, or confidentiality right;

  • Any content or data you submit through the Service; or

  • Any dispute between you and a third party, including any Model Provider.

The Company reserves the right to assume exclusive control of any matter otherwise subject to indemnification by you, and you agree to cooperate with the Company's defense at your cost. The Company's right to assume control of the defense does not relieve Customer of its indemnification obligations under this Section

Section 16. Disclaimers; No Warranties

THE SERVICE AND ALL MATERIALS AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. COMPANY ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR TRADE USAGE. THE SERVICE IS NOT DESIGNED OR INTENDED FOR USE IN ANY SAFETY-CRITICAL OR LIFE-DEPENDENT APPLICATION.

COMPANY ENTITIES DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS. COMPANY ENTITIES MAKE NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, QUALITY, RELIABILITY, OR SUITABILITY OF ANY OUTPUT GENERATED BY ANY MODEL PROVIDER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ASSUME ALL RISK FOR ANY DAMAGE RESULTING FROM YOUR USE OF THE SERVICE OR RELIANCE ON ANY OUTPUT. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING OUTPUTS AND IMPLEMENTING APPROPRIATE HUMAN REVIEW, SAFEGUARDS, AND COMPLIANCE MEASURES FOR YOUR SPECIFIC USE CASE.

COMPANY ENTITIES MAKE NO REPRESENTATION OR WARRANTY REGARDING ANY MODEL PROVIDER'S DATA HANDLING, RETENTION, TRAINING, SECURITY, AVAILABILITY, OR INTELLECTUAL PROPERTY PRACTICES. SOME JURISDICTIONS DO NOT ALLOW DISCLAIMER OF WARRANTIES; IN SUCH JURISDICTIONS, THE FOREGOING DISCLAIMER APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Section 17. Limitation of Liability

IN NO EVENT WILL COMPANY ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF ANY COMPANY ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT AS PROVIDED IN SECTION 21.4, THE AGGREGATE LIABILITY OF COMPANY ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE IS LIMITED TO THE GREATER OF: (A) THE TOTAL AMOUNT YOU PAID TO THE COMPANY IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND US DOLLARS ($1,000).

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES ALLOCATES THE RISKS BETWEEN YOU AND THE COMPANY AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN. THESE LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES; IN SUCH JURISDICTIONS, THE ABOVE LIMITATION APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Section 18. Governing Law

These Terms are governed by the laws of the State of California, without regard to conflict of law principles. Any lawsuit or court proceeding permitted under these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles, California.

Section 19. General Provisions

19.1 Entire Agreement and Order of Precedence

These Terms, together with the Privacy Policy, the DPA, and any other agreements incorporated by reference, constitute the entire agreement between you and the Company regarding the Service and supersede all prior agreements. In the event of a conflict between these Terms and any document incorporated by reference, the following order of precedence shall apply: (1) the Data Processing Addendum (where applicable); (2) these Terms of Service; (3) the Privacy Policy. Notwithstanding the foregoing, the Standard Contractual Clauses shall prevail over the DPA with respect to any Restricted Transfer to which they apply.

19.2 Severability and Waiver

If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force. The Company's failure to enforce any right or provision does not constitute a waiver.

19.3 Assignment

You may not assign or transfer these Terms or your rights without the Company's prior written consent. The Company may freely assign these Terms in connection with a merger, acquisition, or sale of assets. Section headers are for convenience only and do not affect interpretation.

19.4 Force Majeure

The Company will not be liable for delays or failures resulting from causes beyond its reasonable control (force majeure) including failures or interruptions of third-party cloud providers, internet service providers, utilities, Model Providers, or telecommunications networks.

19.5 Notices.

Notices to the Company required under these Terms shall be sent to info@tkex.ai; notices to you will be sent to the email address on file.

19.6 Third-Party Beneficiaries

Model Providers are intended third-party beneficiaries of Sections 5, 6, 9, 15, and 17 of these Terms, to the extent such provisions relate to your use of their models, compliance with their Model Terms, usage restrictions, or suspension and termination of model access.

Section 20. Consent to Electronic Communications

By using the Service, you consent to receiving electronic communications from us as described in our Privacy Policy. You agree that notices, agreements, disclosures, and other communications we send electronically satisfy any legal communication requirements, including that such communications be in writing. You are responsible for maintaining a current and accurate email address associated with your account and acknowledge that notices sent to the email address on file will be deemed received, regardless of whether you actually read them.

Section 21. Dispute Resolution and Arbitration

21.1 Generally

In the interest of resolving disputes between you and the Company efficiently and cost-effectively, you and the Company agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery, and can be subject to very limited court review. Arbitrators can award the same damages and relief as a court. This agreement to arbitrate covers all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory. YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

21.2 Exceptions

Nothing in these Terms waives the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through applicable federal, state, or local agencies; (c) seek injunctive relief in a court of law; or (d) file suit to address an intellectual property infringement claim.

21.3 Arbitrator

Any arbitration between you and the Company will be governed by the Federal Arbitration Act and administered by AAA under its then-current rules. The arbitration will be conducted by a single neutral arbitrator. The language of the arbitration shall be English.

21.4 Notice; Process

A party intending to seek arbitration must first send written notice of the dispute to the other party. The Company's address for notice is: Zenlayer Inc., 21700 Copley Drive Suite 350, Diamond Bar, CA 91765, United States. The notice must: (a) describe the nature and basis of the claim; and (b) set forth the specific relief sought. The parties will attempt to resolve the dispute informally for 30 days after the notice is received. If unresolved, either party may commence arbitration. Settlement offer amounts will not be disclosed to the arbitrator before the final decision. If the dispute is resolved through arbitration in your favor, the Company will pay you the highest of: (i) the amount awarded by the arbitrator; (ii) the last written settlement offer made by the Company; or (iii) $1,000.

21.5 Fees

If you commence arbitration for a claim of $10,000 or less, the Company will reimburse your filing fee unless the arbitrator finds your claim frivolous. Arbitration hearings will be held in Los Angeles, California or, at your option for claims of $10,000 or less, by document submission or telephone. The arbitrator must issue a reasoned written decision.

21.6 No Class Actions

YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims or preside over any form of class or representative proceeding.

21.7 Modifications to Arbitration Provision

If the Company makes any future change to this arbitration provision (other than a change to the notice address), you may reject the change by sending written notice within 30 days to the Company's notice address, in which case your account will be immediately terminated and this arbitration provision as in effect prior to the rejected change will survive.

21.8 Enforceability

If Section 21.6 is found unenforceable, or if this Section 21 in its entirety is found unenforceable, then the entirety of this Section 21 will be null and void and the exclusive jurisdiction described in Section 18 will govern.

Section 22. Contact Information

The Service is offered by Zenlayer Inc., located at 21700 Copley Drive Suite 350, Diamond Bar, CA 91765, United States. You may contact us by sending correspondence to that address or by emailing info@tkex.ai. For legal notices, please email info@tkex.ai.