Terms of Service

1.1 Business use only. The Services are offered only to businesses, developers and professionals acting for business purposes, and not to consumers. By using the Services you confirm that you are at least 18 years old and that you are using them for business or professional purposes.

1.2 Organizations. If you use the Services on behalf of a company or other organization, you confirm that you have authority to bind it to these Terms, and you means that organization.

1.3 Restrictions. You may not use the Services if you are located in, organized in or ordinarily resident in a country or region subject to comprehensive United States sanctions; if you, or anyone who owns or controls you, is named on a United States government restricted-party list; if applicable law prohibits your use; or if we have previously suspended or terminated your access.

• Services means the zurelay websites, dashboard, application programming interfaces (API), playground, documentation and support we provide.
• Model means an artificial intelligence model made available through the Services and identified by a model ID.
• Model Developer means the organization that created a Model.
• Infrastructure Provider means any third party that hosts, serves, operates or supplies capacity for Models on our behalf. Infrastructure Providers may include Model Developers, cloud platforms and independent providers of model capacity.
• Inputs means the prompts, messages, instructions, files, images and other content you submit to the Services. Outputs means the content the Services return to you. Inputs and Outputs together are Customer Content.
• Credits means the prepaid balance used to pay for the Services. Purchased Credits are Credits you buy; Promotional Credits are Credits we grant for free, including bonus, trial and referral credits.
• Documentation means the guides, references and other materials we publish about the Services.

3.1 What we provide. Zurelay is an API gateway. You send a request naming a Model, we route it to an Infrastructure Provider that serves that Model, and we return the Output to you, together with usage, billing and monitoring tools.

3.2 How requests are served. We decide which Infrastructure Provider, region and infrastructure serves each request. We may retry, reroute or fail over a request to other Infrastructure Providers at our discretion, including for price, availability, speed, reliability, security or legal compliance. We do not promise that any request will be served by a particular Infrastructure Provider, region or infrastructure. The identities of our Infrastructure Providers, our supply and pricing arrangements and our routing methods are our confidential information and trade secrets, and we have no obligation to disclose them.

3.3 What we add to requests. To provide the Services, we may add technical instructions to requests (for example, so that a Model identifies itself correctly or returns a compatible format), translate requests and responses between API formats, and adjust, normalize or omit parameters that an Infrastructure Provider does not support. You agree that we may do so.

3.4 Models and Outputs vary. We route each request to Infrastructure Providers that offer the Model you specify, relying on their representations and on our own monitoring. We do not warrant that any Output was produced by a particular model version, snapshot, configuration, context length or system setting, or that Outputs, speed, limits, supported parameters or features will match those of the Model Developer's own service or of any other provider.

3.5 Changes to the Services. We may add, change, suspend or remove Models, Infrastructure Providers, features, endpoints, limits and prices at any time, with or without notice, including when a Model Developer or Infrastructure Provider changes or withdraws a Model.

3.6 No service levels. The Services are provided without any uptime, speed or support commitment unless we agree to one in a written agreement signed by us. Uptime, speed and other figures we publish describe past performance and are not guarantees. You are responsible for building appropriate timeouts, retries, fallbacks and monitoring into your own products.

3.7 Previews. Features we label beta, preview or experimental are provided as is, may change or end at any time and may be subject to additional limits.

4.1 Your account. You must give accurate account information and keep it current. You are responsible for all activity under your account, your workspaces and your API keys, including activity by members you invite and by anyone who uses your API keys, whether or not you authorized it.

4.2 Keeping keys secret. Keep your API keys confidential. Do not place them in client-side code, public repositories, URLs or other places where others can read them. Charges incurred with your API keys are your responsibility, even if a key was compromised, except to the extent the compromise was caused by our breach of these Terms.

4.3 Compromise. Tell us promptly at support@zurelay.com if you suspect unauthorized access to your account or keys. We may revoke, rotate or limit API keys at any time to protect you, us or others.

4.4 Spending controls. Monthly spend caps and rate limits are tools to help you manage use. They are applied as requests are accepted, so requests already in progress can take spending slightly past a cap. You remain responsible for all charges incurred.

5.1 Ownership. As between you and us, you keep all rights you have in your Inputs and, to the extent permitted by law, you own your Outputs. We assign to you any rights we may have in your Outputs. Outputs may also be subject to the terms of the Model Developer, may not be unique, and other users may receive similar or identical Outputs.

5.2 Your license to us. You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, process, modify and display Customer Content as needed to provide, maintain, secure and support the Services, to prevent fraud and abuse, to enforce these Terms and to comply with law, including the right to pass Customer Content to Infrastructure Providers for those purposes.

5.3 Processing by Infrastructure Providers. To generate Outputs, Customer Content is sent to and processed by Infrastructure Providers, which may be located in the United States or in other countries. Infrastructure Providers process Customer Content under their own terms and practices, which may include logging, retention, abuse monitoring and human review. We do not control and are not responsible for those practices. Do not submit Customer Content that you are not permitted to share with third-party artificial intelligence service providers.

5.4 No training by Zurelay. Zurelay does not use Customer Content to train artificial intelligence models.

5.5 Restricted Data. Unless we agree otherwise in a written agreement signed by us, you must not submit any of the following (Restricted Data): protected health information under HIPAA; payment card data; government identification numbers; financial account credentials; biometric data; precise geolocation; personal data of children under 16; special categories of personal data under the GDPR or similar laws; information subject to export controls or government security classification; or any other data whose processing requires specific contractual, regulatory or certification safeguards. We are not a business associate under HIPAA, and the Services are not designed to meet sector-specific requirements such as HIPAA, PCI DSS, GLBA, FERPA or FedRAMP.

5.6 Your responsibilities. You confirm that you have, and will keep, all rights, licenses, consents and notices needed for your Customer Content and for our processing of it under these Terms. You are solely responsible for your Customer Content and for how you use Outputs.

5.7 Review and removal. We do not routinely review Customer Content, but we may access, review, block, delete, preserve or disclose it where we believe in good faith that this is necessary to operate or secure the Services, to investigate a suspected violation of these Terms, to respond to a report from an Infrastructure Provider or a third party, or to comply with law.

Artificial intelligence is probabilistic. Outputs may be inaccurate, incomplete, outdated, offensive or biased, may not reflect real facts or events, and may resemble or infringe material owned by others. You must evaluate Outputs, including through appropriate human review, before relying on, publishing or acting on them, and you must not use Outputs as the sole basis for decisions that have legal or similarly significant effects on people, such as decisions about employment, credit, housing, insurance, education, healthcare or legal rights. Outputs are not legal, medical, financial or other professional advice. Where the law requires you to disclose that content was generated by artificial intelligence, you are responsible for doing so.

7.1 Prohibited uses. You must not, and must not allow or help anyone else to, use the Services to:

1. break any law or regulation, or infringe or misappropriate anyone's intellectual property, privacy, publicity or other rights;
2. create, request, store or distribute child sexual abuse material or any content that sexualizes minors (we report such material to the National Center for Missing & Exploited Children and to law enforcement);
3. develop, acquire or use weapons capable of mass casualties, including biological, chemical, nuclear and radiological weapons, or facilitate terrorism or violent extremism;
4. create malware or carry out unauthorized intrusion, credential theft, phishing, denial-of-service or other attacks on any system;
5. commit fraud, run scams, impersonate any person or organization, or send spam or other unauthorized or deceptive communications;
6. harass, threaten, defame or intimidate people, or incite violence or discrimination;
7. carry out unlawful surveillance, tracking or profiling of people, or identify people from biometric data without legally required consent;
8. generate intimate imagery of real people without their consent, or realistic depictions of real people intended to deceive;
9. violate the usage policies published by the Model Developer of any Model you use, which form part of these Terms for that Model;
10. circumvent safety measures, rate limits, spend caps, billing or other technical limits, or access the Services other than through our documented interfaces;
11. probe, scan, test or reverse engineer the Services, or attempt to discover our Infrastructure Providers, routing or sourcing, including by analyzing responses, headers, errors, timing or other metadata;
12. resell, sublicense, rent or share access to the Services or to your API keys, or offer the Services or any substantial part of them as a standalone API, proxy, gateway or competing service, without our written consent (you may build the Services into your own products for your end users);
13. use the Services or Outputs to build a competing product or service, or to train models where that is prohibited by the terms of the relevant Model Developer;
14. create multiple accounts or otherwise abuse promotions, bonus credits, referral programs or free trials; or
15. interfere with, overload or disrupt the Services or other customers' use of them.

7.2 Non-circumvention. While you use the Services and for 12 months afterwards, you will not use information obtained through the Services, including error messages, headers, model behavior and other metadata, to identify, contact or contract with any of our Infrastructure Providers for the purpose of obtaining services that bypass Zurelay.

7.3 Your end users. If you let others use the Services through your products, you are responsible for their use, you will make them comply with this Section 7, and you will have terms with them that protect us at least as much as these Terms do.

7.4 Enforcement. We may investigate suspected violations; refuse, block or remove requests or content; suspend or terminate access; act on a report or requirement from an Infrastructure Provider; and report suspected illegal activity to law enforcement. If we terminate your account for a material violation of this Section 7, your unused Credits are forfeited to the extent permitted by law.

8.1 Prepaid Credits. The Services are paid for in advance with Credits. Each request is charged at our prices in effect when the request is processed, as shown in the Services, per token, image, second of video or other unit. Charges are calculated from our own measurements, which are final unless there is a demonstrable error. A request that fails after all of our retries and returns an error to you is not charged. A request that completes is charged even if you are unhappy with the Output.

8.2 Prices. We may change prices at any time. A change applies to requests processed after it is posted in the Services. You are responsible for checking current prices.

8.3 Negative balance. Your balance may fall below zero on a request that crosses it. You owe any negative balance, and we may deduct it from your next purchase.

8.4 Payment. Payments are processed by our third-party payment processor, and you authorize us and our payment processor to charge the payment method you provide. If you turn on automatic recharge, you authorize recurring charges of the amount you choose whenever your balance falls below the threshold you set, until you turn it off.

8.5 Taxes. Prices do not include taxes. You are responsible for all sales, use, value-added, goods and services and similar taxes, duties and charges, other than taxes on our net income, and we may add them to your purchases where required.

8.6 No refunds. All purchases are final and non-refundable, and Credits have no cash value, except where we determine that there was a billing error or where a refund is required by law. Any refund is limited to the unused balance of Purchased Credits, calculated as though Purchased Credits were used before Promotional Credits.

8.7 Expiry. Purchased Credits do not expire while your account remains open. We may introduce an expiry period for Purchased Credits by giving you at least 30 days' notice, and it will not apply to Credits bought before the notice. Promotional Credits expire on the date stated in the promotion or, if none is stated, 90 days after they are granted. Expired Credits are forfeited.

8.8 Promotional Credits. Promotional Credits are granted at our discretion, have no cash value, are not transferable and are not refundable, and may be subject to conditions and caps stated in the promotion. A promotion applies only to qualifying purchases made while it is running and may be changed or ended at any time without notice. We may revoke Promotional Credits, including any you have already used (in which case we may deduct their value from your balance or charge your payment method), if the purchase that earned them is refunded, reversed or charged back, or if we believe they were obtained through fraud, abuse, multiple accounts or a breach of these Terms.

8.9 Billing disputes and chargebacks. If you believe a charge is wrong, email support@zurelay.com within 30 days of the charge. Charges not disputed within 30 days are final. If you start a chargeback or payment reversal, we may suspend your account, revoke Credits connected to the reversed payment and recover the reversed amount together with any fees we incur.

8.10 Collection. You will pay any amounts you owe us promptly. You are responsible for our reasonable costs of collecting overdue amounts, including attorneys' fees and collection agency fees, to the extent permitted by law.

Models are created by Model Developers and served by Infrastructure Providers. Neither is a party to these Terms, and you have no rights against us based on their acts or omissions except as these Terms expressly state. Tools you connect to the Services, such as software development kits, editors and coding assistants, are governed by their own terms. We are not responsible for third-party products or services, their availability or their handling of data.

Each party may receive non-public information from the other (Confidential Information). Our Confidential Information includes all non-public information about the Services, including the identities of our Infrastructure Providers and our supply, pricing, routing, security and performance information. The receiving party will use the other party's Confidential Information only to perform under these Terms, will protect it with at least reasonable care and will disclose it only to its employees, contractors and advisors who need to know it and are bound by confidentiality obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to it, is independently developed or is lawfully received from a third party without restriction. A party may disclose Confidential Information where required by law, after giving the other party prompt notice where legally permitted.

11.1 Ownership. We and our licensors own the Services, including all software, documentation, designs, trademarks and other technology, and all improvements to them. Except for the limited right to use the Services under these Terms, no rights are granted to you.

11.2 Restrictions. You may not copy, modify, distribute, sell, lease or create derivative works of the Services, or decompile, disassemble or reverse engineer them, except to the extent such a restriction is prohibited by law.

11.3 Feedback. If you give us suggestions or feedback, we may use them freely, without restriction or payment to you.

11.4 Usage data. We may collect and use data about how the Services are used, such as request counts, latency, errors and spend, to operate, secure, bill for and improve the Services, and we may publish aggregated or de-identified statistics, such as uptime and savings figures, that do not identify you.

11.5 Copyright complaints. If you believe content stored through the Services infringes your copyright, send a notice to support@zurelay.com and we will respond as required by law.

12.1 By you. You may stop using the Services at any time and may ask us to close your account by emailing support@zurelay.com.

12.2 Suspension. We may suspend or limit your access immediately, without liability to you, if we believe it is necessary to protect the Services, our other customers or any third party; because of a suspected breach of these Terms; because of non-payment, a chargeback or suspected fraud; because an Infrastructure Provider or the law requires it; or to respond to a security incident.

12.3 Termination by us. We may terminate these Terms or your account if you materially breach these Terms, or for any reason by giving you 30 days' notice. If we terminate for a reason other than your breach, we will refund the unused balance of your Purchased Credits.

12.4 Effect of termination. When these Terms or your account end, your right to use the Services ends, unused Credits are forfeited except as stated in Section 12.3 or required by law, and we may delete your data as described in our Privacy Policy. Sections 5, 6, 7.2, 8, 10, 11 and 13 through 19, and any amounts you owe us, survive termination.

The Services, the Models, the Outputs and the Documentation are provided “as is” and “as available”, with all faults. To the fullest extent permitted by law, Zurelay disclaims all warranties and conditions, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy and quiet enjoyment, and any warranties arising from course of dealing or usage of trade.

Without limiting the above, we do not warrant that the Services will be uninterrupted, timely, secure or error-free; that any Model, Infrastructure Provider, feature or price will remain available; that any Output was produced by a particular model, version, configuration or provider; that Outputs will be accurate, complete, lawful or suitable for your purposes; or that defects will be corrected. We are not responsible for the acts or omissions of Model Developers or Infrastructure Providers, including their processing, retention or disclosure of Customer Content.

Some jurisdictions do not allow certain warranties to be excluded, so some of these exclusions may not apply to you, but they apply to the fullest extent the law allows.

To the fullest extent permitted by law, Zurelay and its members, managers, officers, employees, contractors, agents, suppliers and licensors will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill, data or anticipated savings, or the cost of substitute services, arising out of or relating to these Terms or the Services, however caused and under any theory of liability, even if we have been advised that such damages are possible.

To the fullest extent permitted by law, Zurelay's total liability arising out of or relating to these Terms or the Services, for all claims together, will not exceed the greater of (a) the amounts you paid us for the Services in the three months before the event giving rise to the liability, and (b) one hundred United States dollars (US$100).

These limitations apply to all claims, whether in contract, tort (including negligence), strict liability, under statute or otherwise, and even if a limited remedy fails of its essential purpose. They are an essential basis of the bargain between you and us, and our prices reflect them.

You will defend, indemnify and hold harmless Zurelay and its members, managers, officers, employees, contractors and agents from and against all claims, demands, losses, liabilities, damages, fines, penalties, costs and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) your Customer Content; (b) your use of Outputs; (c) your products and services and your end users; (d) your breach of these Terms or of any law; (e) your infringement or misappropriation of any third party's rights; or (f) any dispute between you and a third party. We will notify you of a claim (although a delay relieves you of your obligations only to the extent it prejudices you), you will control the defense with counsel reasonably acceptable to us, and we may take part with our own counsel at our own cost. You may not settle a claim in a way that imposes an obligation on us or admits fault on our behalf without our written consent.

We may update these Terms from time to time. We will post the updated Terms with a new date. Changes take effect when posted, except that material changes take effect seven days after we notify you by email or in the Services, unless they are needed sooner for legal, security or Infrastructure Provider reasons. Changes do not apply to disputes that arose before they took effect. By continuing to use the Services after changes take effect, you accept them.

17.1 Governing law. These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Informal resolution first. Before starting arbitration or a court case, the party with a dispute must send the other a written notice describing it and the relief sought (notices to us go to support@zurelay.com). The parties will try in good faith to resolve the dispute for 60 days after the notice is received.

17.3 Binding arbitration. Any dispute, claim or controversy arising out of or relating to these Terms or the Services that is not resolved informally will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. The seat of arbitration is Wilmington, Delaware, and hearings may be held by video. The arbitration will be conducted in English. The arbitrator's award is final and binding, and judgment on it may be entered in any court with jurisdiction. The arbitrator decides all questions of arbitrability, except as stated in Section 17.6.

17.4 Exceptions. Either party may bring an individual claim in a small claims court with jurisdiction. Either party may ask a court for an injunction or other equitable relief to protect its intellectual property or Confidential Information, or to stop misuse of the Services, and we may bring a court action to collect amounts you owe us.

17.5 Class action and jury waiver. You and we may bring claims against each other only individually, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. The arbitrator may not consolidate claims of more than one party or preside over any representative proceeding. You and we waive any right to a jury trial.

17.6 If the waiver fails. If the class action waiver in Section 17.5 is found unenforceable for a claim, that claim will be decided by a court under Section 17.8, not in arbitration, and the rest of this Section 17 still applies.

17.7 Time limit. Any claim arising out of or relating to these Terms or the Services must be started within one year after the claim arises, or it is permanently barred, to the extent permitted by law.

17.8 Courts. Where a court action is permitted under these Terms, it must be brought only in the state or federal courts located in the State of Delaware, and each party consents to their exclusive jurisdiction and venue.

18.1 Export and sanctions. You will comply with all applicable export control and sanctions laws and will not use, export or provide access to the Services or Outputs in violation of them.

18.2 Force majeure. We are not liable for any delay or failure caused by events beyond our reasonable control, including failures or withdrawals by Model Developers, Infrastructure Providers, hosting or network providers, power or internet outages, attacks, government action, war, epidemics and labor disputes.

18.3 Assignment. You may not assign or transfer these Terms without our written consent. We may assign them, in whole or in part, without your consent, including in connection with a merger, acquisition, reorganization or sale of assets.

18.4 Entire agreement and order of precedence. These Terms, the Privacy Policy, the Data Processing Addendum where it applies, and any terms shown when you buy Credits or join a promotion are the entire agreement between you and us about the Services and replace any prior agreements on that subject. If they conflict, a written agreement signed by us comes first, then the Data Processing Addendum (for the processing of personal data), then these Terms. Terms in your purchase orders or other documents do not apply.

18.5 Severability and waiver. If any provision is found unenforceable, it will be enforced to the maximum extent permitted and the rest of these Terms remain in effect. A failure to enforce a provision is not a waiver.

18.6 Notices. We may send you notices by email to the address on your account or in the Services, and they are effective when sent. You must send notices to us by email to support@zurelay.com, and they are effective when we receive them. You consent to receiving communications from us electronically.

18.7 Relationship. The parties are independent contractors. These Terms create no partnership, agency, joint venture or employment relationship and no third-party beneficiary rights.

18.8 U.S. government use. The Services are commercial computer software and services provided to government users only with the rights granted to all other customers under these Terms.

18.9 Interpretation. Headings are for convenience only. “Including” means “including without limitation”. If these Terms are translated, the English version controls.

Questions about these Terms can be sent to Zurelay LLC at support@zurelay.com.