TERMS OF USE

These Terms of Use (“Terms”) govern your access to and use of the website at llmapi.ai, the LLM API service, associated application programming interfaces (APIs), dashboards, documentation, and all related features and functionality (collectively, the “Service”), operated by Spendbase Inc., a company registered in a state of Delaware, US(“Spendbase”, “we”, “us”, or “our”).

These Terms are a legally binding contract between you and us regarding your use of the Service. By clicking “Create Account” , creating an account, generating an API key, accessing any page of the website, or otherwise using the Service, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Notice. IF YOU DO NOT AGREE TO THESE TERMS OR THE PRIVACY NOTICE IN THEIR ENTIRETY, YOU MUST NOT ACCESS OR USE THE SERVICE.

If you are using the Service on behalf of a company, organisation, or other legal entity (“Entity”), you represent and warrant that you have the authority to bind that Entity to these Terms, and all references to “you” or “your” shall include that Entity.

We have the right to change, modify, add, or remove portions of these Terms from time to time. We will notify you by email or through the Services if we make modifications that materially change your rights. Your continued use of the Service after our changes to the Terms will indicate your acceptance of and agreement with the Terms as modified. All other changes will be effective as soon as we post them at llmapi.ai. Please check these Terms periodically for changes. If you do not agree to the changes, you must stop using our Service. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

IMPORTANT NOTICE – NO REFUNDS; WAIVER OF WITHDRAWAL RIGHTS: BY ACCESSING OR USING THE SERVICES AND/OR PURCHASING ANY CREDITS, YOU AGREE THAT ALL PURCHASES ARE FINAL, NON-CANCELLABLE, AND NON-REFUNDABLE. THE SERVICES ARE DIGITAL CONTENT PROVIDED ON AN IMMEDIATE-ACCESS BASIS, AND YOU EXPRESSLY CONSENT TO IMMEDIATE PERFORMANCE, CONSTITUTING FULL PERFORMANCE FOR CONSUMER LAW PURPOSES. TO THE MAXIMUM EXTENT PERMITTED BY LAW (INCLUDING THE UK, EEA, TURKEY, AND THE US), YOU WAIVE ANY RIGHT TO WITHDRAW OR CANCEL, INCLUDING ANY 14-DAY COOLING-OFF PERIOD.

THESE TERMS PROVIDE THAT ALL DISPUTES BETWEEN YOU AND SPENDBASE 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. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY, AND YOUR CLAIMS CANNOT BE BROUGHT AS A CLASS ACTION. PLEASE REVIEW SECTION 15 (“GOVERNING LAW, BINDING ARBITRATION AND CLASS ACTION WAIVER”) FOR THE DETAILS REGARDING YOUR AGREEMENT TO ARBITRATE ANY DISPUTES WITH SPENDBASE.

“Account” means a registered user account on the Service, uniquely associated with a single email address.

“API Key” means a unique authentication credential issued under an Account for the purpose of accessing the Service’s API endpoints.

“Credits” means the prepaid monetary balance denominated in US dollars (USD) used to pay for API requests processed through the Service.

“Owner” means the user who created the Account and holds full administrative authority over the Account, including billing, team management, and account termination.

“Admin” means a team member granted elevated permissions by the Owner, including the ability to manage team members, configure API keys, and view analytics, but excluding billing and account deletion rights.

“Developer” means a team member with access limited to using assigned API keys, viewing usage statistics for their own keys, and accessing documentation. Developers cannot manage other team members or modify account settings.

“Team” means a group of users associated with a single Account.

“Third-Party Provider” means any third-party artificial intelligence model provider whose models are accessible through the Service, including but not limited to OpenAI, Anthropic, Google, Meta, Mistral, and others as listed at llmapi.ai/models.

“Project” means a user-created organisational unit within the Service used to group API keys, usage data, and configurations.

To use the Service, you must be at least 18 years old (or the age of majority in your jurisdiction if higher). By agreeing to these Terms, you represent and warrant to us that: (a) you meet the applicable age requirement; (b) you have not previously been suspended or removed from the Service; (c) you have the legal capacity to enter into a binding contract on behalf of the legal entity specified by you; and (d) your use of the Service is in compliance with all applicable laws and regulations.

The Service is available for both commercial and personal use. Whether you are an individual developer building a personal project or an Entity, you may use the Service in accordance with these Terms, subject to the acceptable use restrictions set out in Section 6.

Account Creation
To access the Service, you must register for an Account by providing your name, a valid email address, and completing any required onboarding steps. You may register using either a personal email address or a corporate email address. Each email address may be associated with only one Account. You may not register more than one Account per email address. If you require access to multiple Teams or workspaces, you should be invited as a team member under the relevant Account rather than creating a separate Account. Creating multiple Accounts using different email addresses for the purpose of circumventing these Terms, abusing promotional credits, abusing Services, or evading restrictions is strictly prohibited and constitutes grounds for immediate termination of all associated Accounts (see Section 9).

Account Credentials
You are solely responsible for maintaining the confidentiality of your account credentials, including your password and all API Keys issued under your Account. You accept full responsibility for all activities, usage, and charges that occur under your Account, whether authorised by you or not. If you have reason to believe that your Account or any API Key has been compromised, you must immediately notify us at support@llmapi.ai. We are not liable for any loss or damage arising from your failure to maintain the security of your credentials.

Account Information
You agree that all information you provide during registration and at any time thereafter is accurate, current, and complete, and that you will promptly update such information as necessary. We reserve the right to suspend or terminate any Account where we reasonably believe the registration information is inaccurate, misleading, or fraudulent.

Team Creation
The Account Owner may create a Team and invite other users to join the Account by email address. Each invited user will be assigned a role that determines their level of access and permissions within the Account. All Team members operate under the Account Owner’s Account and share the Account’s Credit balance.

User Roles
The Service supports three user roles with the following access levels:

Owner: Full control over the Account, including billing and payment management, team member management (inviting, removing, and changing roles), API key creation and configuration, access to all analytics and usage data, account settings, and the ability to terminate the Account. There is exactly one Owner per Account.

Admin: Elevated permissions, including team member management (inviting, removing, and changing roles for Developers), API key creation and configuration, access to all analytics and usage data, and project management. Admins cannot modify billing information, change the Owner, or delete the Account.

Developer: Access limited to using assigned API keys, viewing usage statistics for their own keys, accessing documentation, and managing their own Projects. Developers cannot invite or manage other team members, create new API keys, or access account-wide analytics or billing information.

Owner Responsibility
The Owner is solely responsible for: (a) ensuring that all Team members comply with these Terms; (b) all usage, charges, and activities generated by Team members under the Account; (c) managing the roles and access permissions of all Team members; and (d) removing Team members who are no longer authorised to use the Account. We are not liable for any actions taken by Team members under your Account.

Team Member Departure
When a Team member is removed from an Account, their API Keys will be immediately revoked and their access to the Service under that Account will cease. The Owner should promptly remove any Team member who is no longer authorised to access the Account.

Key Issuance and Configuration
Upon successful registration and completion of onboarding, you will receive an initial API Key. The Service allows you to create multiple API Keys, including separate keys for different Team members, applications, or environments. For each API Key, you may configure access restrictions, including but not limited to: limiting access to specific AI models or model tiers, setting usage limits or spending caps, and restricting access to certain Service features. All API Keys under your Account draw from the single shared Credit balance associated with that Account.

Key Security
API Keys are sensitive credentials. You must not share API Keys publicly, commit them to public code repositories, embed them in client-side code, or otherwise expose them to unauthorised third parties. You are solely responsible for the activity generated by all API Keys issued under your Account, including those assigned to Team members. If an API Key is compromised, you must immediately revoke it through the dashboard and notify us.

Our Role as a Gateway
LLM API acts solely as a routing, analytics, and gateway layer. We do not create, train, own, or operate the artificial intelligence models (the “AI models”) accessible through the Service. The Service provides access to models from Third-Party Providers, including but not limited to OpenAI (GPT-4, GPT-4o, and related models), Anthropic (Claude family of models), Google (Gemini models), Meta (Llama models), and other providers as listed at llmapi.ai/models. When you send a request through the Service, we forward that request to the relevant Third-Party Provider on your behalf.

We do not control, and do not assume any responsibility for: (a) the content, accuracy, completeness, or appropriateness of outputs generated by third-party AI models; (b) the availability, performance, or reliability of any Third-Party Provider’s infrastructure; or (c) any changes to a provider’s pricing, model capabilities, or terms of service.

Third-Party Provider Terms of Service
When you access AI models through the Service, you are also subject to the terms of service, acceptable use policies, and privacy policies of the respective Third-Party Providers. You acknowledge that each Third-Party Provider maintains its own terms of service and privacy policy, which you are responsible for locating, reviewing, and complying with prior to using any Third-Party Provider’s models through the Service.. You acknowledge and agree that such Third-Party Terms may be updated, modified, or replaced by the respective Third-Party Providers at any time without notice, and you are solely responsible for regularly reviewing and remaining informed of the most current versions of such Third-Party Terms and for ensuring your ongoing compliance with them.

You further acknowledge and agree that all Third-Party Providers operate independently from us, and we do not control, endorse, or assume any responsibility for their services, systems, or performance. To the maximum extent permitted by applicable law, we disclaim any and all liability for any acts or omissions of Third-Party Providers, including, without limitation, any disruption, unavailability, delay, degradation of performance, errors, bugs, security incidents, or loss, corruption, or inaccuracy of data arising from or related to Third-Party Provider services. All risks associated with the use of Third-Party Provider services are borne solely by you, and any claims, issues, or disputes arising in connection with such services must be addressed directly with the relevant Third-Party Provider. We shall not be liable for any consequences arising from your use of, or inability to use, Third-Party Provider services or from your violation of any Third-Party Terms..

Your Rights in Outputs

Your rights in any outputs generated through the Service (“Outputs”) are governed exclusively by the terms, policies, and applicable licenses of the relevant Third-Party Provider that generated such Outputs (“Provider Terms”). Provider Terms may vary and may include, without limitation, provisions relating to ownership, licensing, permitted uses, attribution requirements, restrictions on commercial use, and rights retained by the provider. You are solely responsible for reviewing and complying with all applicable Provider Terms prior to using any Outputs for commercial, legal, or other sensitive purposes. You acknowledge that Outputs may not be unique, may be generated for other users, and may incorporate or reflect information derived from third-party sources. To the maximum extent permitted by applicable law, we make no representations or warranties as to the ownership, originality, non-infringement, accuracy, or fitness for a particular purpose of any Outputs.

You further acknowledge and agree that (i) you are solely responsible for all content, data, and materials submitted as input to the Service (“Inputs”), including ensuring that you have all necessary rights, licenses, and lawful bases (including under applicable data protection laws) to use and submit such Inputs; (ii) Inputs and Outputs may be processed, stored, or used by Third-Party Providers in accordance with their respective Provider Terms, including for purposes such as service provision, improvement, and, where applicable, training or development of models; and (iii) we do not control and are not responsible for how Third-Party Providers use, retain, or process Inputs or Outputs. You must not submit any Inputs that contain personal data, confidential information, or third-party intellectual property unless you have obtained all necessary consents, permissions, and legal authorizations.

To the maximum extent permitted by applicable law, we disclaim all liability arising from or related to (a) any infringement or alleged infringement of intellectual property rights in Inputs or Outputs, (b) any use of Inputs or Outputs that violates applicable laws, regulations, or third-party rights, including privacy and data protection laws, or (c) any reliance on Outputs for legal, financial, medical, or other high-risk decisions. All risks associated with the use of Inputs and Outputs, including compliance with applicable laws and Provider Terms, are borne solely by you.

Semantic Caching and Cached Responses
Where the Service returns a cached response, that response is served from our cache without sending a new request to the underlying Third-Party Provider. As a result: (a) cached responses may not reflect the most current model behaviour or provider policies at the time of your request; (b) we make no representations regarding the accuracy, completeness, or currency of cached responses; and (c) you are solely responsible for evaluating the suitability of any response, whether cached or live, before relying on it for any purpose. Where a response is served from cache, this will be indicated in your analytics dashboard.

The Website, Service, and their entire contents, features, and functionality are owned by Spendbase LTD, its licensors, or other providers and are protected by United Kingdom and international copyright, trademark, and other intellectual property laws. The LLM API name, logo, and all related names, logos, and designs are trademarks of Spendbase LTD. You may not use, reproduce, modify, or distribute any content from this Website or Service without our prior written permission.

You retain ownership of your own data, prompts, and outputs generated through the Service. You grant us a limited license to process your data solely for the purpose of providing the Service. We do not claim ownership of your input or output content, and we do not use your data to train AI models.

You agree to use the Service only for lawful purposes and in accordance with these Terms. Without limiting the foregoing, you agree not to: (a) use the Service in violation of any applicable local, national, or international law or regulation; (b) generate, distribute, or facilitate content that is unlawful, harmful, threatening, defamatory, obscene, or that exploits or endangers minors in any way; (c) generate malware, viruses, phishing content, ransomware, or other malicious or deceptive material; (d) harass, abuse, threaten, stalk, or incite violence against any individual or group; (e) generate spam, unsolicited mass communications, or automated content designed to manipulate public opinion; (f) infringe any intellectual property, privacy, publicity, or other rights of any third party; (g) attempt to circumvent rate limits, authentication controls, security measures, or any other technical restrictions of the Service; (h) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any part of the Service; (i) resell, redistribute, sublicense, or provide access to the Service to third parties without our prior written authorisation; (j) use the Service in any way that violates the acceptable use policies of the underlying Third-Party Providers; (k) create multiple Accounts for the purpose of abusing the Service, circumventing restrictions, or exploiting promotional offers; (l) use automated means to create Accounts or API Keys in bulk; or (m) impersonate any person or entity, or misrepresent your affiliation with any person or entity.

We reserve the right to investigate any suspected violation of this Section. Where we determine, in our sole discretion, that a violation has occurred, we may suspend or terminate the offending Account(s) immediately, without prior notice and without liability to you.

Prepaid Credit Model
The Service operates exclusively on a prepaid credit model according to the pricing specified at [link]. To make API requests, you must first add Credits to your Account by depositing funds. Credits are consumed in real time as your API requests are processed. Once your Credit balance reaches zero, API requests will be declined until additional Credits are added. All API Keys under your Account draw from a single shared Credit balance.

Trial Credits
New Accounts may, at Spendbase’s sole discretion, receive a limited amount of trial credits upon registration, as indicated during the onboarding process. Trial credits are provided exclusively for initial testing and evaluation of the Service and are subject to the same usage rules as purchased Credits. Trial credits have no monetary or cash value, are non-transferable, non-exchangeable, and may not be combined across Accounts or redeemed for any form of compensation.

For the avoidance of doubt, trial credits constitute digital content and/or digital services supplied free of charge and made available immediately upon activation. By activating or using trial credits, the user expressly requests immediate access to the Service and acknowledges that the Service is fully performed at the moment such access is granted. To the maximum extent permitted by applicable law, including the laws of the United Kingdom, the European Economic Area, and Turkey, the user acknowledges and agrees that any statutory right of withdrawal, cancellation, or cooling-off period (including any 14-day withdrawal right) does not apply to trial credits and is irrevocably waived where such waiver is legally permissible. Trial credits do not give rise to any right to a refund, reimbursement, or compensation under any circumstances.

Changes to the Pricing
We reserve the right to change our fees at any time. We will provide reasonable advance notice of any pricing changes via email or through the Service dashboard. Your continued use of the Service following a pricing change constitutes your acceptance of the updated pricing.

Payment Processing via Stripe
All payments are processed exclusively through Stripe, Inc. (“Stripe”). During onboarding, you will be prompted to connect a payment method via Stripe. By using the paid features of the Service, you agree to Stripe’s terms of service and privacy policy. We do not process, store, or have access to your payment card details. All payment card data is handled exclusively by Stripe in accordance with the Payment Card Industry Data Security Standard. All payments are charged in US dollars.

Auto Top-Up
You may enable automatic top-up in your Account settings. When enabled, a configurable fixed amount will be charged to your registered payment method automatically when your Credit balance falls below a threshold specified in your settings. By enabling auto top-up, you authorise us to initiate these charges through Stripe without further confirmation. You may modify the top-up amount, threshold, or disable this feature at any time through your Account settings.

Taxes
All fees are exclusive of applicable taxes. Where required by law, including Value Added Tax for users in the United Kingdom, European Union and other countries, applicable taxes will be calculated and added to your charges or deducted from your Credits. You are responsible for determining and paying any other taxes, duties, or levies applicable in your jurisdiction.

No Refunds
All purchases of Credits are non-cancellable, and non-refundable. You acknowledge and agree that (i) the Services are digital services and/or digital content supplied on a continuous or immediate-access basis, (ii) access to and availability of the Services is provided immediately upon purchase or activation, and (iii) such immediate provision constitutes full performance for purposes of applicable consumer protection laws. To the maximum extent permitted by law, you irrevocably waive any statutory rights to withdraw from or cancel the contract, including any cooling-off or withdrawal rights otherwise applicable under the laws of the United Kingdom, the European Economic Area, Turkey, the United States, or any other jurisdiction, to the extent such waiver is legally permissible.

By completing a purchase, you expressly acknowledge and agree that no refunds, reversals, or credits will be issued under any circumstances, including but not limited to partial use, non-use, suspension, termination for breach, or dissatisfaction with the Services, except where such refund is strictly required under non-waivable provisions of applicable law. You further agree not to initiate or pursue any chargeback, reversal, or payment dispute with your payment provider except in cases of demonstrable unauthorized or fraudulent transactions. In the event of any payment dispute or chargeback initiated in breach of this Agreement, we reserve the right to immediately suspend or terminate your access to the Services, recover any amounts due (including associated fees, costs, and administrative expenses), and enforce this provision to the fullest extent permitted by applicable law.

To the maximum extent permitted by applicable law, including the laws of the United Kingdom, the European Economic Area, and Turkey, the user acknowledges and agrees that any statutory right of withdrawal, cancellation, or cooling-off period (including any 14-day withdrawal right) does not apply to Credits and is irrevocably waived where such waiver is legally permissible.

Credits have no cash value, are non-transferable, and cannot be exchanged or redeemed for cash. We do not provide refunds, credits, or exchanges for unused Credits. Upon termination of your Account for any reason, all unused Credits will be immediately forfeited. You acknowledge and agree to this policy by purchasing Credits or enabling auto top-up.

Zero Data Retention by Default
By default, we operate a zero data retention policy for the content of API requests. We do not store the content of your prompts or model responses. We collect and retain only request metadata, including: the API Key used, request timestamp and duration, number of input and output tokens, cost of the request, and the model used. This metadata is used solely to power your analytics dashboard, calculate billing, and maintain service reliability.

All Data Mode (Opt-In)
You may enable full data retention (“All Data Mode”) in your Account settings. When enabled, we will store the full content of your prompts and model responses in addition to request metadata. By enabling All Data Mode, you explicitly consent to the storage of this content. You may disable All Data Mode at any time, after which new requests will revert to zero data retention. Disabling All Data Mode does not automatically delete previously stored content; you may request deletion separately.

No AI Training
We do not use your prompts, responses, or any content transmitted through the Service (“Content”) to train, fine-tune, or otherwise improve any artificial intelligence or machine learning models, whether our own or those of any third party. However, you acknowledge and agree that Content may be processed, stored, and used by Third-Party Providers in accordance with their respective terms, policies, and technical practices, which may include use for service improvement, model training, or development purposes. We do not control and are not responsible for any such use of Content by Third-Party Providers. You are solely responsible for reviewing and understanding the applicable terms of such Third-Party Providers before using the Service.

Privacy Notice
Your use of the Service is also governed by our Privacy Notice, available at llmapi.ai/policy, which describes in detail how we collect, use, store, and share personal data, and sets out your rights.

Termination by You
You may terminate your Account at any time through your Account settings or by contacting us at support@llmapi.ai. Upon termination, your access to the Service will cease immediately. Any unused Credits in your Account will be forfeited and are not refundable, in accordance with Section 7.7.

Suspension and Termination by Us
We may suspend or terminate your access to the Service at any time, with or without prior notice, if: (a) you violate any provision of these Terms, including the acceptable use restrictions in Section 6; (b) you engage in fraudulent, abusive, or harmful activity, including but not limited to creating multiple Accounts to abuse the system, exploiting promotional offers, or generating excessive load for the purpose of disrupting the Service; (c) we are required to do so by law, regulation, or court order; (d) your Account has been inactive for a prolonged period, as determined by us; or (e) we discontinue the Service, in which case we will provide reasonable advance notice where possible.

Multiple Account Abuse
Creating multiple Accounts using different email addresses, aliases, or other means for the purpose of: (a) circumventing account-level restrictions, bans, or suspensions; (b) exploiting trial credits or promotional offers multiple times; (c) evading spending limits or usage caps; or (d) any other form of system abuse, is strictly prohibited. We employ technical measures to detect such behaviour. Where we identify multiple Account abuse, we reserve the right to immediately and permanently terminate all associated Accounts, forfeit all Credits, and block future registration attempts.

Effect of Termination
Upon termination of your Account for any reason: (a) your right to access and use the Service ceases immediately; (b) all Team members under your Account lose access; (c) all API Keys are revoked; (d) any unused Credits are forfeited; (e) if applicable, any outstanding fees or charges remain due and payable; and (f) we will retain metadata as required for billing records, legal compliance, and fraud prevention purposes, in accordance with our Privacy Policy. The following Sections survive termination: 7 (Credits, Billing, and Payments), 8 (Data Retention and Privacy), 10 (Intellectual Property), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Indemnification), and 15 (Governing Law, Binding Arbitration and Class Action Waiver).

Project Archiving and Deletion
You may archive a Project at any time, which places it in a read-only state. Archived Projects retain their data and can be restored. You may also delete a Project page from your workspace. Deletion of a Project page removes it from your active view but does not delete underlying usage data, billing records, or metadata, which are retained in accordance with our data retention obligations.

Our Intellectual Property
The Service, including the platform software, dashboard, branding, design, documentation, and all original content, features, and functionality, is owned by Spendbase and its licensors and is protected by United Kingdom and international copyright, trademark, patent, and other intellectual property laws. The LLM API name, logo, and all related marks and trade dress are trademarks of Spendbase. You may not use, reproduce, modify, or distribute any of our intellectual property without our prior written consent.

Your Content
You retain full ownership of all images, data, text, and other types of work (“input”) and receive an output from the Services based on your Input (“output”). You retain copyright and any other proprietary rights that you may hold in the Input. Your ownership rights in the output are set forth in Third-Party Providers terms for each AI model you use, a list of which is provided at this page https://llmapi.ai/models/. You grant us a limited, non-exclusive, royalty-free licence to process your inputs solely for the purpose of providing the Service to you – including routing requests to Third-Party Providers, generating analytics, and applying semantic caching. This licence terminates when your Account is closed. You are solely responsible for your inputs and the consequences of providing inputs. By providing inputs, you affirm, represent, and warrant that: (a) you are the creator and owner of the inputs, or have the necessary licenсes, rights, consents, and permissions to authorise us to use, reproduce, and distribute your inputs as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by us, the Service, and these Terms; and your inputs, and the use of your inputs as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause us to violate any law or regulation.

Feedback
If you provide us with any suggestions, ideas, feature requests, or other feedback regarding the Service (“Feedback”), you grant us an unrestricted, irrevocable, perpetual, royalty-free licence to use, modify, and incorporate such Feedback into the Service without any obligation to you.

We strive to maintain high availability of the Service, but we do not guarantee uninterrupted or error-free operation. The Service may be affected by: (a) scheduled maintenance, for which we will endeavour to provide advance notice where practicable; (b) unscheduled downtime due to technical issues; (c) outages or degradation caused by Third-Party Providers, which are outside our control; or (d) rate limits applied to ensure fair usage across all users.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; (B) AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, CURRENT, OR SUITABLE FOR ANY PURPOSE; (C) ANY DEFECTS IN THE SERVICE WILL BE CORRECTED; OR (D) THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS.

We make no representations regarding the suitability of the Service for any particular use. You are solely responsible for evaluating outputs before relying on them for any purpose, including commercial, legal, medical, financial, or technical decisions. Your use of the Service and reliance on generated content by AI models is entirely at your own risk.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPENDBASE AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE SERVICE OR ANY OUTPUTS GENERATED BY AI MODELS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY YOU TO US IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED US DOLLARS (USD 100), WHICHEVER IS GREATER.

Nothing in these Terms excludes or limits our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable law, including under the Consumer Rights Act 2015 (to the extent applicable).

You agree to indemnify, defend, and hold harmless Spendbase, its affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable legal fees and disbursements) arising from or relating to: (a) your use or misuse of the Service; (b) your violation of these Terms; (c) your violation of any third-party rights, including the terms of service of any Third-Party Provider; (d) your violation of any applicable laws or regulations; (e) content you generate, transmit, or distribute through the Service; or (f) your negligence or wilful misconduct.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL. IT ALSO CONTAINS A CLASS ACTION WAIVER.

Governing Law
These Terms are governed by and construed in accordance with the laws of the state of Delaware, without regard to conflict of law principles.

Agreement to Arbitrate
You and Spendbase mutually agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Service, your Account, or the relationship between you and us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory (each, a “Dispute”), shall be resolved exclusively by final and binding arbitration, rather than in court, except for the limited exceptions set out in Section 15.6. This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to, claims that arose before you entered into these Terms and claims that may arise after termination of your Account or these Terms.

Arbitration Rules and Procedures
All arbitrations shall be administered by the London Court of International Arbitration (“LCIA”) under the LCIA Arbitration Rules in effect at the time the arbitration is commenced. The LCIA Rules are available at lcia.org. The seat of arbitration shall be London, England. The arbitration shall be conducted in English. The arbitration shall be heard by a sole arbitrator, unless the amount in dispute exceeds USD 500,000 (or its equivalent), in which case either party may request a panel of three arbitrators. To the extent permitted by the LCIA Rules, the arbitrator may conduct hearings by videoconference or teleconference, and the parties agree to participate in remote proceedings where the arbitrator determines it is appropriate. This arbitration agreement is governed by the laws of England and Wales.

Costs and Fees
Each party shall bear its own legal costs and expenses. The arbitration fees (including the arbitrator’s fees and LCIA administrative charges) shall be allocated in accordance with the LCIA Rules.

Class Action Waiver
YOU AND SPENDBASE AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION OR PROCEEDING. The arbitrator may not consolidate the claims of more than one person and may not otherwise preside over any form of a class, collective, or representative proceeding. This class action waiver is an essential part of this arbitration agreement and may not be severed from it.

Exceptions to Arbitration
Notwithstanding the foregoing, the following Disputes are not subject to the binding arbitration provisions of this Section: (a) claims for injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation, or violation of a party’s intellectual property rights, confidential information, or trade secrets; (b) claims that are required by applicable mandatory law to be brought before a court of competent jurisdiction (including, where applicable, consumer claims under the laws of the European Union or United Kingdom that cannot be submitted to arbitration); and (c) any Dispute where all parties agree in writing to resolve it in court.

Either party may seek interim or conservatory measures from a court of competent jurisdiction at any time prior to or during arbitration proceedings, without waiving the right to arbitrate.

Informal Dispute Resolution
Before initiating arbitration, you agree to first attempt to resolve any Dispute informally by contacting us at support@llmapi.ai with a written description of the Dispute, including your name, Account email, and the specific relief sought. We will attempt to resolve the Dispute within thirty (30) days of receipt of your notice. If the Dispute is not resolved within this thirty-day period, either party may then commence arbitration proceedings in accordance with Section 15.3.

Survival
This arbitration agreement and the class action waiver shall survive the termination of your Account, the termination of these Terms, and any amendments or updates to these Terms, unless both parties expressly agree otherwise in writing.

Entire Agreement. These Terms, together with our Privacy Notice and any other policies referenced herein, constitute the entire agreement between you and us with respect to the Service and supersede all prior or contemporaneous agreements, representations, negotiations, or understandings, whether written or oral.

Severability. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed, and the remaining provisions will continue in full force and effect.

Waiver. Our failure to enforce any right or provision under these Terms on any occasion shall not constitute a waiver of that right or provision on any future occasion. A waiver of any term shall only be effective if in writing and signed by us.

Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to an affiliate or in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of our assets, provided that the assignee assumes all obligations under these Terms.

Language. These Terms are drafted in English. In the event of any conflict between the English version and any translation, the English version shall prevail.

Notices. We may provide notices to you via email to the address associated with your Account, through the Service dashboard, or by posting on our website. You may provide notices to us by email at support@llmapi.ai. Notices are deemed received: (a) if sent by email, on the date sent (provided no bounce-back is received); (b) if posted on the website or dashboard, on the date of posting.

Third-Party Links. The Service may contain links to third-party websites, including Third-Party Provider documentation. We are not responsible for the content, terms, or privacy practices of any third-party website. Access to third-party sites is entirely at your own risk.

Force Majeure. We shall not be liable for any failure or delay in performance of our obligations under these Terms arising from causes beyond our reasonable control, including but not limited to natural disasters, pandemics, government actions, sanctions, Third-Party Provider outages, cyberattacks, or internet infrastructure failures.

Independent Contractors. The relationship between you and Spendbase is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and us.

No Third-Party Beneficiaries. These Terms are for the benefit of, and will be enforceable by, the parties only. These Terms do not confer any rights or remedies upon any person other than you and Spendbase.

If you have any questions, concerns, or complaints regarding these Terms, please contact us:

Spendbase Inc.

16192 Coastal Highway,
Lewes, Delaware 19958, United States
Email: support@llmapi.ai