Terms of Use

Version 0.2 Effective Data: June 16th, 2025

Thank you for choosing AikiTech, Inc. ("AikiTech," "we," "us," or "our"). These Terms of Use ("Terms") form a binding agreement between you and AikiTech regarding your access to and use of our hosted software-as-a-service platform (the "Service"). By creating an account, clicking "I agree," or otherwise using the Service, you confirm that you accept these Terms and agree to be bound by them. If you do not agree, you may not access or use the Service.

1. Account Registration and Authorized Use

1.1 Eligibility

You represent that you are at least the age of majority in your jurisdiction and that you have the full legal capacity and authority to enter into these Terms on behalf of yourself or the entity you represent. If you are entering these Terms on behalf of an organization, you warrant that you have the authority to bind that organization.

1.2 Account Creation

When creating an account, you must provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account. You agree to notify us promptly if you suspect any unauthorized account use.

1.3 Permitted Use

AikiTech grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable right to access and use the Service solely for your internal business purposes during the Term, subject to these Terms and any applicable order form or documentation we provide. Any other use is prohibited unless specifically authorized by AikiTech in writing.

1.4 Prohibited Conduct

Through the use of the Service, you will not, and you will not permit any third party to, directly or indirectly:

Use (including make any copies of) the Software beyond the scope of the license granted herein;
Modify, translate, adapt, or otherwise create derivative works or improvements of the Service;
Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Service, including any copy thereof;
Violate any applicable laws, regulations, or third-party rights;
Use or attempt to use the Service to publicly compare, analyze, or benchmark AikiTech's performance against a competing service in a manner intended for disparagement or commercial advantage, or under misleading pretenses;
Impersonate any individual or entity, or otherwise misrepresent your affiliation;
Interfere with, disrupt, or disable the Service (including through denial-of-service attacks or unauthorized access to other accounts);
Upload or transmit any viruses, malware, or harmful code;
Reverse engineer, decompile, or disassemble any aspect of the Service (except to the extent such restrictions are prohibited by law).

Any breach of these restrictions may result in immediate suspension or termination of your account at AikiTech's sole discretion.

2. Fees and Payment Terms

2.1 Subscription and Usage-Based Fees

By subscribing, you agree to pay the fees in accordance with the billing terms and rates provided at sign-up.

2.2 Invoicing and Payment

Unless otherwise specified, the subscription fees are billed monthly in advance, while usage-based fees are billed in 30-day arrears. Payment is due net 30 days from the invoice date, unless otherwise stated. You are responsible for providing and maintaining accurate billing information. Late payments will incur interest at the lesser of 1.5% per month or the maximum legal rate, plus any reasonable collection costs.

2.3 Taxes

All fees are stated exclusive of any taxes. You are responsible for all sales, use, VAT, or similar taxes associated with your subscription, other than taxes based on AikiTech's net income.

2.4 Changes to Fees

AikiTech reserves the right to modify its fees at the renewal of any subscription term or upon 30 days' written notice for month-to-month plans. If you object to the fee change, you may choose not to renew or cancel your plan in accordance with Section 9 (Term and Termination).

3. Data, Prompts, and LLM Responses

3.1 Your Prompts and LLM Responses

You retain all rights to any data, text, images, or other content you submit to the Service (each, a "Prompt") as well as to any AI-generated outputs created by the Service based on your Prompt (each, an "LLM Response"). AikiTech does not claim ownership of your Prompt or LLM Response and does not store them in persistent memory beyond what is necessary to process your request.

You shall ensure that any data or content your submit to the Service will not contain any of the following categories of sensitive data: (a) social security number, passport number, driver’s license number, or similar identifier (or any portion thereof); (b) credit or debit card number (other than the truncated (last four digits) of a credit or debit card), financial information, banking account numbers or passwords; (c) employment, financial, genetic, biometric or health information; (d) racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation; (e) account passwords, mother’s maiden name, or date of birth; (f) criminal history; (g) any other information or combinations of information that falls within the definition of “special categories of data,” “sensitive data” or “sensitive personal information” under any applicable law or regulation relating to privacy or data protection; or (h) personal information of children under the age of 16.

3.2 Performance and Cost Data

For the purposes of service improvement and billing, we collect performance-related data (such as token counts and latency metrics). This data is provided to you and is not linked to your specific Prompts or LLM Responses.

3.3 AikiTech Materials

We (and our licensors) own all rights, title, and interest in and to the Service, including any software, documentation, user interfaces, or content provided by AikiTech (excluding your Prompts and LLM Responses). Except for the limited right to access and use the Service, no license or rights in any AikiTech software, documentation, user interfaces, content, trademarks or other intellectual property are granted under these Terms.

You may (but are not obligated to) provide suggestions, comments or other feedback to AikiTech with respect to the Services (“Feedback”) and AikiTech may freely use and exploit such Feedback

3.4 Third-Party AI Providers

AikiTech's platform may rely on third-party large language models or APIs (e.g., OpenAI, Anthropic) to generate your requested LLM Responses (“Third-Party Services”). Except as expressly provided in this Agreement, AikiTech is not responsible for the operation of any Third-Party Services nor the availability or operation of the Service to the extent such availability and operation is dependent upon Third-Party Services. AikiTech does not make any representations or warranties with respect to Third-Party Services or any third-party providers. You acknowledge that these underlying services are outside AikiTech's direct control. AikiTech assumes no liability for outages, disruptions, or inaccurate results attributable to third-party AI providers. Any disclaimers or usage restrictions from those third-party services also apply to you. If a third-party provider discontinues or modifies its service, AikiTech is not obligated to continue supporting that provider's integration but will use reasonable efforts to notify you and explore alternatives.

4. Confidentiality and Publicity

4.1 Confidentiality

You and AikiTech may each receive confidential or proprietary information from the other in connection with the Service. Both parties agree to use reasonable care to protect the other's confidential information from unauthorized access or disclosure. Neither party will disclose such information to any third party except as necessary to fulfill their obligations under these Terms, and only if subject to confidentiality obligations at least as protective as those herein.

4.2 Reference Use

Unless you notify AikiTech in writing within 30 days of receiving your login credentials, you grant AikiTech permission to identify your Company (by name and logo) as a customer in its marketing materials, client lists, or presentations. AikiTech shall comply with any reasonable brand guidelines you provide and will discontinue use of your Company name or logo promptly upon your written request.

5. Security and Data Processing

5.1 API Key Security

AikiTech implements industry-standard security measures to protect API keys and access credentials. Customer API keys are securely stored using AWS Secrets Manager, ensuring they are safeguarded in a cloud-based, encrypted environment. You are responsible for maintaining the security of your API keys and must promptly notify AikiTech of any unauthorized use or security breach.

5.2 Data in Transit

While AikiTech does not store Prompts or LLM Responses in persistent memory, we implement appropriate technical measures to protect data during transmission using industry-standard encryption protocols.

5.3 Performance Metrics

AikiTech collects and stores performance metrics solely for service optimization and billing purposes. These metrics do not contain prompt content or LLM Responses and are handled in accordance with our security protocols.

6. Service Evolution and API Changes

6.1 API Updates

AikiTech will provide at least 45 days' notice before making material changes to the Service's APIs. This notice will include relevant documentation and any necessary adjustment steps.

6.2 Feature Deprecation

AikiTech will provide at least 90 days' notice before deprecating any material feature or functionality of the Service. Deprecation schedules and any available alternatives will be communicated via our developer documentation or email.

7. Export Control Compliance

You agree to comply with all applicable export control laws and regulations in your use of the Service. You represent and warrant that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services. You agree not to access or use the Service in violation of any U.S. export control or economic sanctions laws.

8. Disclaimers and AI Processing

8.1 No Data Retention or Model Training

For avoidance of doubt, AikiTech acts solely as a proxy service and does not:

Store any Prompts or LLM Responses in persistent memory;
Train or modify any AI models using customer data;
Retain any customer content beyond the immediate processing of requests;
Aggregate or use customer data for any purpose other than performance metrics and billing.

8.2 No Guarantee of Accuracy or Reliability

Because the Service orchestrates AI models that generate text or other outputs probabilistically, AikiTech makes no guarantee that any LLM Response will be factually accurate, complete, unbiased, or suitable for your needs. AI-generated content can occasionally produce inaccuracies, misleading statements, or offensive remarks. You must evaluate all LLM Responses for reliability and compliance with your own (or legal) requirements before using or relying on them in any capacity.

8.3 Not Professional Advice

Any AI-generated answers, recommendations, or conclusions (including those relating to legal, financial, medical, or other specialized domains) are provided for informational purposes only and do not constitute professional advice. You bear full responsibility for how you use or interpret the LLM Responses.

8.4 Potential Biases and Offensive Content

The AI models provided through the Third-Party Services used by AikiTech may reflect biases or contain offensive material present in their training data. AikiTech disclaims liability for any such content generated by the Service. We encourage you to report problematic LLM Responses so that we can improve our filters and disclaimers, but we do not warrant that all inappropriate content will be automatically blocked.

9. Term and Termination

9.1 Term

These Terms are effective as of the date you first accept them and continue until your subscription or access to the Service is terminated in accordance with this Section.

9.2 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party materially breaches its obligations. Material breach includes, but is not limited to:

Payment default exceeding 30 days;
Breach of use restrictions or license terms;
Security violations or system abuse;
Illegal activities;
Misuse of API keys.

Definition of Critical Breaches: For the purposes of these Terms, “critical breaches” are defined as violations that pose an immediate threat to the security, integrity, or operation of the Service. These include, but are not limited to:

Significant unauthorized access or data breaches;
System abuse or actions that compromise Service functionality;
Fraudulent or illegal activities;
Misuse of API keys (e.g., sharing or unauthorized usage).

9.3 Cure Period

Except for critical breaches (as defined above), the breaching party shall have 30 days from receipt of written notice by non-breaching party to cure any material breach.

9.4 Termination by You

You may terminate your subscription at the end of any subscription period (“Term”) or, for month-to-month plans, upon at least 30 days' prior written notice. Fees paid for the then-current period are non-refundable unless expressly stated otherwise in your order form or an SLA.

9.5 Effect of Termination

Upon termination or expiration of your subscription, your right to access or use the Service ceases immediately. AikiTech has no obligation to retain your data (including any associated performance metrics) post-termination but may provide a short grace period (e.g., 30 days) for you to export any retained information, if applicable. Sections that by their nature should survive (e.g., disclaimers, liability limitations, and confidentiality) shall survive termination.

10. Indemnification

10.1 AikiTech Indemnification

AikiTech will defend, indemnify, and hold you harmless from and against any third-party claim alleging that the Service (excluding any Third-Party Services or their outputs) infringes any patent, copyright, trademark, or trade secret. This indemnification obligation does not apply to claims arising from:

Your modification of the Service;
Your combination of the Service with non-AikiTech products or content;
Your use of the Service in violation of these Terms;
Any Prompt or LLM Response content.

10.2 Customer Indemnification

You shall defend, indemnify and hold harmless AikiTech against any damages, losses, liabilities, settlements and expenses (including reasonable attorneys’ fees) in connection with any claim or action that arises from any content or data you submit to the Service.

10.3 Process

The indemnified party must: (a) promptly notify the indemnifying party in writing of any claim; (b) give the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation in the defense and settlement. The indemnifying party may not settle any claim without the indemnified party's prior written consent if settlement would require the indemnified party to admit liability or pay any amounts.

11. Limitation of Liability

11.1 Exclusion of Certain Damages

To the fullest extent permitted by law, in no event will AikiTech or its affiliates be liable for any indirect, special, incidental, consequential, or punitive damages, or loss of use, profits, data, or goodwill, arising from or relating to these Terms, the Service, or LLM Responses, even if advised of the possibility of such damages.

11.2 Liability Cap

In no event will AikiTech's total cumulative liability for any and all claims arising under these Terms exceed the fees actually paid by you to AikiTech for the Service in the three (3) months preceding the event giving rise to liability. Some jurisdictions do not allow the limitation of liability in certain circumstances, so this limitation may not apply to you in its entirety.

11.3 Third-Party AI Providers

AikiTech is not responsible for outages, disruptions, or errors caused by Third-Party Services or your own systems. Such issues may limit or disrupt your access to the Service or degrade LLM Response quality. The foregoing limitations and exclusions of liability apply regardless of the legal theory on which any claim is based.

12. Governing Law and Venue

These Terms and any dispute arising hereunder are governed by the laws of the State of Arizona, without regard to its conflicts of law principles. The state and federal courts located in Arizona shall have exclusive jurisdiction over any claim arising out of or relating to these Terms. Both parties consent to the personal jurisdiction of such courts.

13. General Provisions

13.1 Assignment

Customer may not assign or transfer these Terms without AikiTech's prior written consent, which shall not be unreasonably withheld. A change of control, merger, or sale of substantially all assets shall constitute an assignment requiring consent. AikiTech may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets upon notice to Customer.

13.2 Entire Agreement

These Terms, along with any applicable order forms and our Privacy Policy, constitute the entire agreement between you and AikiTech regarding the Service and supersede all prior or contemporaneous agreements or representations (written or oral).

13.3 Modifications

We may update these Terms from time to time by posting the revised version and updating the "Effective Date." Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

13.4 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

13.5 Waiver

Our failure to enforce any right or provision under these Terms will not constitute a waiver of such right or provision.

13.6 Relationship

The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, or fiduciary relationship.