Tokener.ai Terms of Service

Effective Date: September 9, 2026
Last Updated: September 9, 2026

These Tokener.ai Terms of Service (the “Terms”) govern access to and use of the Tokener.ai website, console, APIs, documentation, model-routing functionality, prepaid credits, and related services (collectively, the “Service”). The Service is provided by LangGenius, Inc., a Delaware corporation (“Tokener,” “we,” “us,” or “our”).

“You” means the individual accepting these Terms or the entity that individual represents. If you accept these Terms for an entity, you represent that you have authority to bind it. These Terms (including the Acceptable Use Requirements in Section 7), the Privacy Policy, applicable Model Provider Requirements, and any order form or enterprise agreement accepted by both parties (each, an “Order Form”) form the agreement between you and Tokener (the “Agreement”). If an Order Form expressly conflicts with these Terms, the Order Form controls only for that conflict and subject to Section 20.1.

By creating an account, clicking to accept, purchasing or using Credits, generating an API key, or accessing or using the Service, you agree to the Agreement. If you do not agree, do not use the Service.

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1. Definitions, Eligibility, and Authority

1.1 Definitions. “Authorized User” means a person you authorize to use the Service through your Account. “Customer Application” means a product, service, workflow, or application that you operate and that uses the Service. “Customer Content” means Inputs, Outputs, files, and other content submitted to, generated by, or returned through the Service by or for you or your End Users. “End User” means a user of a Customer Application. “Fees” means charges for use of the Service, excluding Taxes. “Input” means content sent to a Model through the Service. “Model” means a third-party artificial intelligence model made accessible through the Service. “Model Provider” means the third party that develops, hosts, operates, or supplies a Model. “Model Provider Requirements” has the meaning in Section 3.3. “Output” means content generated by a Model in response to an Input. “Service Data” means account, billing, usage, routing, security, support, and technical data generated or collected in operating the Service. “Taxes” means sales, use, GST, VAT, withholding, or similar taxes or levies.

1.2 Eligibility. You must be at least 18 years old and legally capable of entering into the Agreement. The Service is offered only to persons and entities, and in locations, supported by Tokener and permitted by the Model Provider Requirements applicable to the selected Model and any selected supply channel. You must satisfy all applicable location, age, identity, organization, sector, use-case, and end-user eligibility restrictions.

1.3 Organizations. If an organization owns or controls an Account, its designated administrators may manage the Account, access related Service Data and Customer Content as permitted by the organization’s settings, add or remove Authorized Users, and control API keys and spending. You are responsible for ensuring that all Authorized Users and End Users comply with the Agreement.

2. Accounts and API Credentials

2.1 Registration. You must provide complete, accurate, and current registration, billing, and contact information. You may register using supported single sign-on services. Your use of a third-party login remains subject to the third party’s terms and privacy practices.

2.2 Account Security. You are responsible for the confidentiality and security of your Account, passwords, API keys, and other credentials, and for all activity occurring under them, whether or not authorized by you. You must use reasonable security measures, promptly revoke compromised credentials, and notify us without undue delay of suspected unauthorized access. Tokener is not responsible for losses caused by your failure to secure credentials, except to the extent caused by Tokener’s breach of the Agreement or as otherwise required by law.

2.3 API Keys. API keys are confidential credentials. You must not publish them, embed them in client-side code, share them outside your organization, or use another customer’s key. Tokener may impose key-level or Account-level rate, spend, model, geography, or security limits. The availability of a spending-limit feature does not shift responsibility for usage charges to Tokener.

2.4 Verification. We may request information reasonably necessary to verify identity, authority, payment, location, ownership, use case, or compliance. Failure to provide timely and accurate information may result in limits, suspension, or termination.

3. Service, Models, and Model Provider Requirements

3.1 Gateway Role. Tokener provides a technical gateway that authenticates requests, measures usage, routes requests according to the Models, model-supply channels, and settings you select or enable, transmits Inputs to the applicable Model Providers or authorized delivery providers, receives Outputs, and returns them to you. Unless expressly stated, Tokener does not develop, own, or control the Models and is not the Model Provider.

3.2 Model Catalog. Available Models, selectable Model Provider or delivery-channel options, features, context windows, modalities, prices, regions, data settings, and limits are described in the Service or Documentation and may differ by Model or supply channel. A Model’s or supply channel’s inclusion does not constitute Tokener’s endorsement or a warranty regarding its accuracy, legality, safety, availability, or suitability.

3.3 Model Provider Requirements and Flow-Down. “Model Provider Requirements” means the then-current terms, acceptable-use or usage policies, safety rules, geographic restrictions, age and identity requirements, organization or sector restrictions, use-case and end-user limitations, volume or channel limits, verification requirements, and other conditions imposed by the Model Provider or authorized delivery provider associated with the Model or supply channel you select and displayed or linked in the Service or Documentation. They form part of the Agreement for use of the affected Model or supply channel. You must ensure that your organization, Authorized Users, End Users, Customer Applications, Inputs, and use of Outputs comply with them. You must not use or enable access to a Model or supply channel if you cannot comply.

3.4 Changes, Conflicts, and Enforcement. Model Provider Requirements apply in addition to these Terms, and you must comply with both. They do not expand any permission under these Terms or reduce Tokener’s obligations under the Agreement. If these Terms and the applicable Model Provider Requirements cannot be complied with together, you must not use the affected Model or supply channel. Model Provider Requirements may change independently and on short notice. Tokener will make the current requirements or links available through the Service or Documentation and will use reasonable efforts to notify you of material changes when practicable, but may immediately apply a restriction required by a Model Provider or authorized delivery provider. Continued use of the affected Model or supply channel after a change takes effect constitutes acceptance; otherwise, you must stop using it. Tokener may request verification information, share relevant information as described in the Privacy Policy, and restrict, suspend, or remove access to enforce a Model Provider Requirement. You must not evade a restriction through VPNs, proxies, false information, account sharing, intermediaries, routing manipulation, or similar means.

3.5 Model and Supply-Channel Selection; Routing. Your Tokener API key and general-purpose Credit balance may be used with the Models and model-supply channels then available to your Account. The Service, including the /models endpoint where applicable, identifies the available model IDs and any Model Provider or delivery-channel options that Tokener makes selectable. For each request, you select a Model and, where offered, a supply channel using the applicable model ID or other selection method described in the Service or Documentation. A supply-channel choice may be reflected in the model ID or another documented selector and need not use a separate provider parameter. You may select a different available Model or supply channel for a later request. Tokener routes each request according to your selection to the Model Provider or authorized delivery provider supplying that option; other Models, channels, and providers do not receive the request merely because they are available. Tokener may use supporting infrastructure disclosed for the selected option where reasonably necessary, but will not intentionally substitute a different Model or a different selectable supply channel unless you enable a routing, fallback, automatic-selection, or equivalent feature or the Documentation clearly identifies that behavior.

3.6 Model and Supply-Channel Availability. A Model, model-supply channel, or feature may be rate-limited, deprecated, suspended, changed, or removed on short notice because of Model Provider action, law, security, capacity, or commercial availability. We will use reasonable efforts to provide advance notice of a material adverse change when practicable. Unless an Order Form states otherwise, Tokener does not promise uninterrupted availability, a service level, or individualized support. Section 10.5 governs any refund of unused paid Credits following a permanent discontinuation.

3.7 Beta Features. Alpha, beta, preview, experimental, or early-access features are for evaluation and may change or be discontinued at any time. The additional limitations in Section 14 apply to them.

4. License and Customer Applications

4.1 Limited Right to Use. Subject to the Agreement and payment of applicable Fees, Tokener grants you a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Service for your internal business purposes and, as permitted by Section 4.2, to integrate the Service into Customer Applications and develop, operate, and make those Customer Applications available to End Users.

4.2 Permitted Downstream Use. You may make Model-powered functionality available to End Users as part of a Customer Application that provides material independent functionality. You may not resell, rent, sublicense, or redistribute raw access to the Service, an Account, API keys, or Credits; operate a pass-through proxy whose primary purpose is to replicate Tokener; or represent that you own or operate a Model.

4.3 End User Terms and Safeguards. You are solely responsible for Customer Applications and End Users. You must provide legally compliant end-user terms, disclose the use of AI where required or reasonably necessary to avoid deception, maintain appropriate security and abuse-reporting controls, and ensure End Users comply with the Agreement and Model Provider Requirements. Section 6.3 addresses privacy notices, consents, and privacy requests for Customer Applications.

4.4 License Restrictions. You must not reverse engineer, decompile, copy, modify, or create derivative works of non-public elements of the Service; remove proprietary notices; conduct unauthorized security testing; use the Service to benchmark or develop a directly competing gateway without written consent; or use the Service or Outputs to extract, replicate, distill, or train a model where prohibited by Model Provider Requirements.

5. Customer Content and Outputs

5.1 Ownership. As between you and Tokener, you retain your rights in Inputs and other Customer Content you submit. Subject to applicable law and Model Provider Requirements, Tokener assigns to you any rights Tokener may have in Outputs generated for you. Tokener does not guarantee that Outputs are protectable, non-infringing, or unique; other users may receive the same or similar Outputs.

5.2 License to Process. You grant Tokener, its service providers, and the Model Provider or authorized delivery provider actually used to supply the selected Model and any selected supply channel a worldwide, non-exclusive, limited-term license to process Customer Content only as reasonably necessary to provide, secure, support, and troubleshoot the Service, comply with law, and as otherwise described in the Privacy Policy.

5.3 Your Responsibilities. You are responsible for Inputs and other content you submit and for your use, distribution, and reliance on Outputs. You must have all rights, notices, lawful bases, and consents needed for submitted content. Neither submitted content, your instructions, nor your use of Outputs may violate law, third-party rights, the Agreement, or Model Provider Requirements.

5.4 Model Provider Processing. Each request is routed only to the Model Provider or authorized delivery provider supplying the selected Model and any selected supply channel for that request. Model Providers and delivery channels may have different processing locations and practices. Review the Privacy Policy and applicable Model Provider Requirements before submitting Customer Content.

5.5 Output Review. Outputs may be inaccurate, incomplete, biased, unsafe, or unlawful. You are responsible for evaluating Outputs and using appropriate human review before relying on them or providing them to End Users. Outputs are not professional or regulated advice.

6. Privacy and Service Data

6.1 Privacy Policy. Our Privacy Policy explains what personal information and Customer Content Tokener processes, why and with whom it is processed, applicable retention and transfer practices, available privacy rights, and how to contact us. The Privacy Policy governs those matters and should be reviewed before using the Service.

6.2 Operational Processing. Tokener processes Account, billing, usage, routing, security, support, technical, and Customer Content data only as described in the Privacy Policy, including to operate and secure the Service, route each request according to the selected Model and any selected supply channel for that request, measure usage, prevent abuse, provide support, and comply with law. The Privacy Policy governs Tokener’s Customer Content use, retention, disclosure, and model-training practices.

6.3 Your Privacy Responsibilities. If a Customer Application collects or processes personal information, you must provide an appropriate privacy notice, obtain all required rights and consents, respond to privacy requests for which you are responsible, and ensure that the selected Model, any selected supply channel, and the applicable Model Provider Requirements are suitable for your use. Retention, deletion, subprocessors, processing locations, and privacy-request procedures are described in the Privacy Policy rather than these Terms.

7. Acceptable Use and High-Risk Uses

These are Tokener’s minimum platform rules and apply to you and anyone using the Service through your Account, API key, or Customer Application. Stricter Model Provider Requirements under Section 3 also apply to the affected Model and any selected supply channel.

7.1 Illegal, Harmful, or Abusive Use. You may not use the Service for illegal or fraudulent activity; infringement of intellectual property, privacy, confidentiality, or other rights; terrorism, violent wrongdoing, weapons, trafficking, exploitation, self-harm assistance, child sexual abuse or exploitation, non-consensual intimate content, threats, harassment, hate, or unlawful discrimination.

7.2 Privacy, Deception, and Cyber Abuse. You may not conduct unauthorized surveillance or biometric identification; unlawfully collect or disclose personal or sensitive information; impersonate or mislead others, interfere with elections, defeat AI provenance or disclosure measures, engage in phishing or spam, or create or facilitate malware, credential theft, unauthorized access, denial-of-service attacks, or other malicious cyber activity. Legitimate security testing must be lawful, authorized, and appropriately scoped.

7.3 High-Risk Uses and Sensitive Data. You may not use the Service as the sole basis for decisions materially affecting a person in employment, housing, credit, insurance, education, healthcare, legal services, essential services, law enforcement, or similar high-impact areas. You may not use the Service in a safety-critical system. You may not include sensitive personal data or special categories of personal data in Inputs or other Customer Content that you submit through the Service. Outputs must receive appropriate qualified human review.

7.4 Service Integrity and Payment Abuse. You may not interfere with or impose abusive load on the Service; bypass safety controls, filters, rate limits, monitoring, metering, or suspension; misrepresent a Model or Output; manipulate billing or Credits; use stolen payment methods; or make abusive chargebacks. Model extraction, training, and benchmarking restrictions are addressed in Section 4.4 and the applicable Model Provider Requirements.

7.5 Customer Safeguards and Enforcement. You are responsible for appropriate access controls, age protections, moderation, security, AI disclosures, human review, and abuse reporting in Customer Applications. You must promptly stop and report suspected abuse or compromised credentials and reasonably cooperate with an investigation. Tokener may restrict a Model, key, feature, Account, region, or request; preserve evidence; or suspend or terminate access when reasonably necessary. You may appeal through the support channel, but an appeal does not automatically restore access. Section 3 contains Model-specific requirements, and Section 17 contains legal trade restrictions.

8. Third-Party Services

8.1 Third-Party Dependencies. The Service relies on Model Providers, cloud infrastructure, payment processors, identity providers, network providers, and other third parties. Except for the Model Provider Requirements addressed in Section 3, third-party products and services are governed by their own terms and privacy practices. Tokener remains responsible for its own obligations under the Agreement, including its selection of and instructions to service providers. Subject to those obligations, Tokener is not responsible for a third party’s independent acts or omissions outside Tokener’s reasonable control, or for third-party output, content, availability, pricing, or legal compliance.

8.2 Customer Selection and Necessary Transfers. By selecting a Model and, where offered, a Model Provider or delivery channel for a request, you instruct Tokener to transfer Customer Content to the Model Provider or authorized delivery provider supplying the selected option. The Privacy Policy describes the relevant data flows. You are responsible for choosing Models, supply channels, and integrations appropriate for your use and location.

8.3 Payment and Login Services. Payments are processed by Stripe or another displayed processor and may be subject to that processor’s terms, identity checks, currency conversion, and fees. Supported single sign-on providers process login information under their own terms. Tokener does not store complete payment card numbers or third-party access tokens unless expressly disclosed.

9. Fees, Metering, and Taxes

9.1 Usage-Based Fees. Fees are determined by Tokener’s then-current pricing displayed in the Service or Documentation, unless an Order Form states otherwise. Usage may be measured by input tokens, output tokens, cached tokens, images, audio, tool calls, requests, storage, or other units identified in the pricing notice. Model Provider prices are informational only; Tokener’s displayed pricing controls your charges.

9.2 Currency and Payment. Tokener prices are stated in U.S. dollars. A payment processor may permit payment in another currency and apply its own exchange rate or charges. You authorize Tokener and its payment processor to charge the payment method you select for purchases you initiate.

9.3 Metering and Corrections. Tokener’s metering records control absent manifest error. No charge applies where those records show that no billable Model processing occurred. A charge may apply where billable processing occurred before an error, timeout, content filter, or incomplete Output. Tokener will reverse verified duplicate or erroneous charges attributable to the Service and may reconcile records and correct Account balances. Technical behavior may vary by provider. You must report a billing dispute with reasonably sufficient detail within 30 days after the charge appears.

9.4 Price Changes. Tokener may change prices. We will use reasonable efforts to provide at least 14 days’ advance notice of a material increase affecting a Model or supply channel you use, except where an immediate change is reasonably necessary because of Model Provider pricing, law, Taxes, currency or payment changes, fraud, abuse, or an emergency. Unless stated otherwise, the price in effect when a request is processed applies, including to use funded by previously purchased Credits.

9.5 Taxes. Fees exclude Taxes. You are responsible for Taxes arising from your purchase or use of the Service, other than taxes based on Tokener’s net income. If law requires withholding, you will gross up payment so Tokener receives the amount it would have received without withholding, except where prohibited by law. You must provide valid tax information and exemption documentation upon request.

10. Credits, Top-Ups, and Refunds

10.1 Credits. “Credits” are prepaid, limited-purpose units that may be used only to pay Fees for the Tokener Service. Credits are not currency, stored value, a bank deposit, or an investment and are not redeemable for cash, except for refunds expressly available under Section 10.5 or required by law. Credits may not be sold, assigned, transferred, gifted, combined between Accounts, transferred with an Account or Agreement, or used for Dify or another LangGenius product.

10.2 Purchases. Credits may be purchased in the amounts made available through the Service or specified in an Order Form. Tokener does not provide subscriptions or automatic recharging under these Terms. Each purchase requires an action or authorization by you.

10.3 Expiration. Paid Credits do not expire while the Account remains open and has not been terminated, except as required by law or expressly agreed in an Order Form. Mere inactivity or non-use does not cause paid Credits to expire. Promotional, trial, or bonus Credits may expire; unless stated otherwise when issued, promotional Credits expire 90 days after issuance. Promotional Credits are consumed before paid Credits where technically practicable.

10.4 Insufficient Balance. Requests may be rejected or stopped when the available Credit balance is insufficient. Tokener is not required to provide a grace period or negative balance. A delayed metering record may cause a temporary negative balance, which you must pay or replenish upon notice.

10.5 Refunds. Except as required by law or expressly stated here, all top-ups and Fees are final and non-refundable. Dissatisfaction with Outputs, non-use, low use, Model changes, or inability to use one Model or supply channel while other available Models or supply channels remain usable does not create a refund right. Tokener will refund an eligible unused paid Credit balance if Tokener permanently discontinues the Service or terminates your Account for convenience and prevents use of that balance. Tokener will also refund the eligible balance if a Model Provider restriction not attributable to you permanently prevents you from using all then-available Models and supply channels and Tokener does not make a reasonably equivalent alternative available. Refunds will be made to the original payment method where reasonably practicable, less refunds, chargebacks, Taxes, processor fees not returned to Tokener, and amounts you owe. No refund is due for promotional Credits or for a restriction arising from your location, status, conduct, use case, breach, fraud, abuse, sanctions risk, or failure to comply with Model Provider Requirements, except where applicable law requires otherwise.

10.6 Chargebacks. You must contact Tokener and reasonably cooperate to resolve a payment dispute before initiating an improper chargeback. Tokener may suspend an Account associated with fraud, an unpaid amount, or a chargeback and may recover reasonable collection costs where permitted by law.

11. Security and Confidentiality

11.1 Security. Tokener will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Content in its possession or control. No security measure is infallible, and Tokener does not warrant that unauthorized access, loss, or incidents will never occur. You are responsible for configuring the Service appropriately, restricting credentials, securing Customer Applications, and maintaining backups suitable for your risk.

11.2 Confidential Information. “Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or reasonably should be understood to be confidential given its nature and the circumstances. Customer Content, including Outputs, is your Confidential Information. Confidential Information does not include information that the receiving party can document: (a) is or becomes public without breach; (b) it lawfully knew without restriction before disclosure; (c) it lawfully received from another source without confidentiality duty; or (d) it independently developed without use of the disclosing party’s Confidential Information.

11.3 Protection and Use. The receiving party will use at least reasonable care to protect Confidential Information, use it only to exercise rights and perform obligations under the Agreement, and disclose it only to personnel, affiliates, contractors, and professional advisers who need to know and are bound by appropriate confidentiality obligations. The receiving party is responsible for their compliance.

11.4 Required Disclosure. A receiving party may disclose Confidential Information as required by law, subpoena, or court or governmental order. Where legally permitted, it will give reasonable prior notice and assistance, at the disclosing party’s expense, if the disclosing party seeks protective treatment.

12. Intellectual Property, Branding, and Feedback

12.1 Tokener Technology. Tokener and its licensors retain all rights, title, and interest in the Service, Documentation, Service Data other than personal data or Customer Content, and all related technology, modifications, and intellectual property. No ownership is transferred to you. Rights not expressly granted are reserved.

12.2 Marks. Tokener, LangGenius, Model Provider, and product names and logos are trademarks of their respective owners. You may not use a mark in a way that suggests sponsorship, affiliation, or endorsement without the owner’s permission. Merely listing technical compatibility in an accurate, non-misleading manner is permitted where allowed by applicable trademark law and brand guidelines.

12.3 Feedback. If you provide suggestions, ideas, or feedback, you grant Tokener a worldwide, perpetual, irrevocable, royalty-free, transferable, and sublicensable right to use and exploit it without restriction or obligation, provided Tokener does not publicly identify you as its source without permission.

13. Suspension and Termination

13.1 Your Termination. You may terminate the Agreement by closing your Account through available settings or an authenticated support request and ceasing all use. Account closure does not cancel accrued payment obligations and, except as stated in Section 10.5 or required by law, does not create a refund right.

13.2 Tokener Termination. Tokener may terminate all or part of the Agreement or discontinue the Service on reasonable notice. Tokener may terminate immediately for a material breach that cannot be cured, fraud, abuse, security risk, insolvency, legal or regulatory requirement, sanctions concern, a Model Provider direction or requirement, or conduct that may harm Tokener, a Model Provider, another customer, or a third party. For a curable material breach, Tokener will ordinarily provide 10 days to cure where reasonable.

13.3 Suspension. Tokener may immediately limit or suspend a Model, route, API key, Customer Application, Authorized User, Account, or organization where reasonably necessary to protect security or service integrity, prevent excessive load or abuse, comply with law or a government or Model Provider Requirement, address nonpayment or insufficient balance, investigate a suspected breach, or manage unacceptable operational, legal, or reputational risk. Where practicable and lawful, Tokener will provide notice and limit the action to the affected scope.

13.4 Effect. Upon termination, your right to use the Service ends and API keys may be revoked. Tokener may delete Customer Content according to the Privacy Policy. Sections that by their nature should survive will survive, including payment, ownership, confidentiality, disclaimers, indemnification, liability limits, disputes, and general terms.

14. Disclaimers

14.1 As Is. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, MODELS, OUTPUTS, BETA FEATURES, DOCUMENTATION, AND THIRD-PARTY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TOKENER AND ITS LICENSORS DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

14.2 No Model or Output Warranty. TOKENER DOES NOT WARRANT THAT A MODEL OR OUTPUT WILL BE ACCURATE, COMPLETE, UNIQUE, SAFE, NON-INFRINGING, UNBIASED, LAWFUL, AVAILABLE, OR SUITABLE FOR YOUR PURPOSE; THAT MODEL FEATURES, PRICES, PROVIDERS, OR SUPPLY CHANNELS WILL CONTINUE; OR THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. YOU ASSUME THE RISKS OF SELECTING A MODEL OR SUPPLY CHANNEL, SUBMITTING CONTENT, AND USING OR RELYING ON OUTPUTS.

14.3 Excluded Causes. Tokener is not responsible for loss arising from your breach or misuse; compromised credentials caused by you; Customer Applications; End User conduct; Model Provider or other third-party action; provider changes or outages; telecommunications, internet, or cloud failures; unauthorized alteration outside Tokener’s control; or your failure to implement reasonable security, anti-fraud, review, and backup measures, except to the extent Tokener is legally responsible and liability cannot be excluded.

14.4 Mandatory Rights. Some jurisdictions do not permit certain disclaimers. In those jurisdictions, disclaimers apply only to the maximum extent permitted by law and do not affect non-waivable consumer rights.

15. Indemnification

15.1 Your Indemnity. To the maximum extent permitted by law, you will defend, indemnify, and hold harmless Tokener, its affiliates, and their officers, directors, employees, contractors, and agents from third-party claims, damages, judgments, penalties, liabilities, costs, and reasonable attorneys’ fees arising from or relating to: (a) Inputs or other content you submit, Customer Applications, or your instructions; (b) your or an Authorized User’s or End User’s use of the Service; (c) your breach of the Agreement, Model Provider Requirements, or law; (d) alleged infringement, misappropriation, privacy violation, or other harm caused by content you submit, a Customer Application, or your use or distribution of Outputs; or (e) your relationship or dispute with an End User.

15.2 Procedure. Tokener will provide prompt notice of an indemnified claim, give you reasonable control of the defense and settlement, and reasonably cooperate at your expense. A delay in notice relieves your obligations only to the extent materially prejudiced. You may not settle a claim in a manner that admits fault by, imposes obligations on, or fails to fully release Tokener without Tokener’s prior written consent.

15.3 No Implied Tokener Indemnity. Tokener provides no intellectual property, Output, data, or other indemnity except to the extent expressly stated in an Order Form signed by Tokener. Any such indemnity is subject to its stated conditions and exclusions.

16. Limitation of Liability

The following exclusions and limitations apply notwithstanding the failure of the essential purpose of any limited remedy and regardless of whether a claim arises in contract, tort (including negligence), strict liability, statute, restitution, or any other legal or equitable theory.

16.1 Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TOKENER, ITS AFFILIATES, LICENSORS, MODEL PROVIDERS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS; LOSS OR CORRUPTION OF DATA; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; OR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, RELIANCE, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF FORESEEABLE OR ADVISED OF THEIR POSSIBILITY.

16.2 General Damages Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TOKENER’S AND ITS AFFILIATES’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT OR SERVICE WILL NOT EXCEED THE FEES ACTUALLY CHARGED AGAINST PAID CREDITS, OR OTHERWISE ACTUALLY PAID BY YOU, FOR THE AFFECTED SERVICE DURING THE 3-MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

For this Section, a top-up or prepayment is not included in the liability base until it is deducted as a Fee for use of the affected Service. The base excludes unused, refunded, reversed, or charged-back Credits; promotional, trial, or bonus Credits; Taxes; and payment-processing charges not retained by Tokener. The cap is a single cumulative cap for all claims and does not multiply by claim, event, Model, Model Provider, API key, Customer Application, Account, claimant, or legal theory. If you paid no Fees for the affected Service during that period, the cap is zero, subject to Section 16.3.

16.3 Exceptions. Sections 16.1 and 16.2 do not limit liability to the extent it cannot lawfully be limited, including liability for fraud, willful misconduct, gross negligence where not limitable, or death or personal injury caused by negligence. They do not limit your obligation to pay Fees or Taxes or your indemnification obligations. An Order Form may expressly establish a different cap.

16.4 Allocation of Risk. The parties agree that the disclaimers, exclusions, and limits in the Agreement allocate risk between them, form an essential basis of the bargain, and apply even if a limited remedy fails of its essential purpose.

17. Trade Controls and Geographic Availability

17.1 Compliance. The Service, Models, software, and technical information may be subject to U.S. and other export controls, sanctions, import restrictions, and trade laws. You will comply with those laws. Model Provider location and eligibility restrictions are addressed separately in Section 3.

17.2 Restricted Parties and Uses. You represent that neither you nor any person or entity that owns, controls, uses, or benefits from your Account is a restricted or sanctioned party or located or ordinarily resident in a comprehensively sanctioned jurisdiction. You will not use the Service for a prohibited military, intelligence, weapons, surveillance, human-rights-abusive, or other restricted end use, or provide access to a prohibited party.

17.3 Screening and Cooperation. Tokener may screen Account, payment, ownership, location, and usage information; block locations or payment methods; request supporting information; and refuse, restrict, or report activity where reasonably necessary for trade-control compliance. You must not evade these controls through VPNs, proxies, intermediaries, false information, third-country entities, or technical routing.

17.4 Geographic Availability. Tokener does not represent that the Service is appropriate, lawful, or available in every location. Tokener may change supported locations without notice where required by law. Model-specific location and eligibility restrictions are governed by Section 3. Services for mainland China or another excluded location are not offered unless Tokener expressly identifies that location as supported.

18. Changes

18.1 Service Changes. Tokener may change the Service, routes, Documentation, limits, or policies. We will use reasonable efforts to provide advance notice of a material adverse change when practicable, but may act immediately for law, security, fraud, abuse, capacity, or an emergency. Section 3.6 governs Model- and supply-channel-specific availability changes.

18.2 Changes to Terms. Tokener may update these Terms by posting a revised version with a new “Last Updated” date. We will provide reasonable advance notice of material changes through the Service, email, or another reasonable channel. Changes required by law or security may take effect sooner. Continuing to use the Service after the effective date constitutes acceptance; if you do not agree, you must stop using the Service and close your Account. Model Provider Requirements may change separately under Section 3.4.

18.3 Price Changes. Price changes are governed by Section 9.4. For clarity, applying the price in effect when a request is processed under Section 9.4 is not a retroactive change to the treatment of Credits.

19. Governing Law and Disputes

19.1 Governing Law. The Agreement is governed by the laws of the State of California, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 Informal Resolution. Before filing a claim, a party will send written notice describing the dispute and requested relief. The parties will try in good faith to resolve it for 14 business days after receipt, except that either party may seek immediate injunctive or equitable relief to protect security, confidentiality, intellectual property, or prevent unauthorized use.

19.3 Courts. Any unresolved dispute will be brought exclusively in the state or federal courts located in San Francisco County, California, and each party consents to their personal jurisdiction and venue.

19.4 Jury and Class Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES TRIAL BY JURY AND AGREES TO BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION. If this waiver is unenforceable for a particular claim, it is severed only for that claim.

19.5 Time to Bring Claims. To the extent permitted by law, a claim arising from the Agreement or Service must be filed within one year after it accrued, except claims for unpaid amounts, indemnification, fraud, or intellectual property misuse.

20. General

20.1 Order of Precedence. If documents conflict, an Order Form controls only for the subject it expressly addresses; the Privacy Policy controls Tokener’s processing and privacy practices; these Terms otherwise control over Documentation. Model Provider Requirements apply additionally to use of the affected Model and any selected supply channel as stated in Section 3. They do not reduce Tokener’s obligations under these Terms or the Privacy Policy. No document permits conduct prohibited by Section 7 or a Model Provider Requirement unless it identifies the specific exception and Tokener has authority to grant it.

20.2 Assignment. You may not assign or transfer the Agreement or an Account without Tokener’s prior written consent. Tokener may assign the Agreement to an affiliate or in connection with a merger, reorganization, financing, or sale of all or substantially all relevant assets, provided the assignee assumes Tokener’s applicable obligations.

20.3 Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, epidemic, war, terrorism, civil unrest, labor disputes, governmental action, changes in law, sanctions, utility or internet failure, cyberattack not caused by its failure to use reasonable care, cloud or telecommunications failure, or Model Provider suspension, capacity limitation, policy change, or outage. Payment obligations for Service already used are not excused. The affected party will use reasonable efforts to mitigate the effect.

20.4 Relationship. The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, fiduciary, employment, or agency relationship. Neither party may bind the other.

20.5 No Third-Party Beneficiaries. The Agreement has no third-party beneficiaries, except an affiliate, licensor, Model Provider, or service provider may enforce a provision that expressly protects it. This clause does not create obligations by any such third party to you.

20.6 Severability; Waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder will continue. Failure to enforce a provision is not a waiver. A waiver must be in writing and signed by the waiving party.

20.7 Entire Agreement. The Agreement is the complete agreement regarding the Service and supersedes prior or contemporaneous proposals, statements, and agreements on that subject. Purchase-order terms or other customer forms do not modify the Agreement unless expressly accepted in a signed Order Form.

20.8 Interpretation. “Including” means “including without limitation.” Headings are for convenience. Electronic acceptance and records have the same effect as originals. No rule construing ambiguity against the drafter applies.

20.9 Language. Translations are provided for convenience. Unless applicable law requires otherwise, the English version controls in the event of inconsistency.

21. Notices and Contact

21.1 Notices to You. Tokener may provide operational, legal, or policy notices through the Service, Documentation, or email to the address associated with your Account. You are responsible for keeping contact information current. Electronic notice is effective when posted or sent, unless law requires otherwise.

21.2 Notices to Tokener. Legal notices must be sent to:

LangGenius, Inc.
Attn: Legal Department — Tokener.ai
548 Market St, PMB 60083
San Francisco, California 94104
United States
Email: [email protected]

General support and billing questions should be submitted through the contact channel displayed in the Service. A support message does not constitute legal notice unless Tokener expressly confirms otherwise.