Terms of Service — Open Vertex Router

Summary of key points

This summary is provided for convenience. It is not part of the Terms and has no legal effect — only the full text below is binding.

What we are. A routing layer in front of several AI model providers. We do not build or run the models. We pass your requests through, meter them, and bill you for them.

Who this is for. Businesses. Accounts are opened after a manual review, on commercial terms we agree with you individually.

Provider terms apply to you too. The provider that fulfils your request has its own rules. You agree to follow them, and you are responsible for making sure you are allowed to use the models you select.

No uptime commitment. The Service is provided as-available. If you need a service level, it has to be in a signed agreement.

You own your content, we don’t train on it. Your prompts and the responses you receive stay yours. We store usage metadata, not content.

We won’t name you as a customer without your written permission.

Disputes. We talk for thirty days first. If that fails, individual arbitration under Wyoming law.

Our liability is capped at what you have paid us over the previous twelve months, and indirect losses are excluded entirely.

Preamble

These Terms of Service (“Terms”) form a binding agreement between you and Open Vertex Technologies LLC, a Wyoming limited liability company (“Open Vertex”, “we”, “us”, “our”), governing your access to and use of Open Vertex Router — our API gateway, dashboard, documentation, and website at openvertexrouter.com (together, the “Service”).

By applying for an account, accepting these Terms, or accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, do not use the Service.

If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers to that organization.

The following documents are incorporated into and form part of these Terms:

Violation of the Acceptable Use Policy is a material breach of these Terms.

Please read Section 17 (Disclaimers), Section 18 (Limitation of Liability), and Section 20 (Dispute Resolution and Arbitration) carefully. They limit our liability and affect your legal rights, including how disputes are resolved and your ability to bring claims.

1. What the Service is

Open Vertex Router is an API gateway. You send a request to our endpoint; we route it to a third-party AI model provider; the provider generates a response; we return it to you and record what it cost.

We provide routing, unified access across providers, API key management, usage metering, spend controls, and consolidated billing.

We do not build, host, train, or operate any AI model. Depending on the model you select, your request may be fulfilled by OpenAI, Anthropic, Google, Mistral AI, or DeepSeek. We may add or remove providers and models at any time.

The Service accepts text input only. Image, audio, and video inputs are not supported. We may add support for other input types in future; if we do, we will update these Terms and our Privacy Policy accordingly.

We do not route requests to undisclosed or unnamed providers.

2. Eligibility and accounts

To use the Service you must:

be at least 18 years old and able to enter into a binding contract;
be acting for business purposes, not as a consumer;
have authority to bind the organization on whose behalf you are contracting; and
comply with all applicable laws, including export control and sanctions laws.

You represent that neither you nor your organization is located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive economic sanctions, and that you are not on any restricted-party list maintained by the United States or another applicable jurisdiction.

The Service is not directed to consumers or to anyone under 18.

2.1 Users within your account

Your account may have multiple users. You are responsible for the acts and omissions of every user on your account, for configuring their permissions appropriately, and for ensuring they comply with these Terms.

You must keep the information on your account accurate and current, including a deliverable email address for each administrator. Notices we send to those addresses are effective when sent.

3. Onboarding and account approval

Accounts are opened following a manual review. When you apply, you provide information about your organization and your intended use. You represent that this information is accurate.

We may approve or decline any application at our discretion. Approval is not automatic and we are not obliged to give reasons.

We may require additional information or verification before or after activation, and may suspend an account if information we relied on turns out to be inaccurate.

4. Agreed commercial terms

The commercial terms of your account — your subscription amount, markup rate, credit limit, credit limit behaviour, overage rate, payment terms, permitted models, and rate limits — are set at activation and recorded in writing.

Business accounts. Your terms are presented to you in the dashboard at activation and take effect when you accept them. We keep a record of that acceptance, including the version of these Terms in force at the time, and send you a copy by email.

Enterprise accounts. Your terms are agreed individually and recorded in a signed order form.

4.1 Precedence

Where you and we have entered into a separate written agreement signed by both parties — an order form, master services agreement, or enterprise agreement — that agreement controls over these Terms to the extent of any conflict, on the subject matter it covers. In all other respects these Terms continue to apply.

Purchase orders, vendor portals, supplier questionnaires, and other terms you or your procurement process may put forward do not apply and are expressly rejected unless we have accepted them in a signed writing.

4.2 Changes to your terms

We may adjust your credit limit, payment terms, or rate limits in light of your payment history and usage.

We may extend or increase a credit limit where your account meets the criteria we apply from time to time. Meeting those criteria creates no entitlement to a credit limit or to any particular amount, and any limit we extend remains subject to reduction or withdrawal under this Section.

Reductions take effect on notice to your account administrators. Increases to your subscription or markup rate require your agreement.

5. API keys and account security

You may create and revoke API keys from your dashboard. Keys are credentials. You must:

keep them confidential and never expose them in client-side code, public repositories, or shared documents;
rotate them when someone with access leaves; and
revoke any key you believe may be compromised.

You are responsible for all usage and all charges incurred under your account and keys, including usage you did not intend and usage resulting from a compromise. Notify us at security@openvertexrouter.com without undue delay if you suspect unauthorized access.

We are not liable for loss arising from your failure to safeguard your credentials.

6. Model providers and provider terms

This section matters more than any other for a service of this kind. Read it.

6.1 Provider terms apply to you

Each request you send is fulfilled by a third-party model provider. Your use of the Service must comply with that provider’s terms of service, usage policies, and acceptable use policies, in addition to these Terms and our Acceptable Use Policy.

You are responsible for reviewing the terms of each provider whose models you use. We may publish a current table of providers with links to their terms and data practices in our documentation. Where a provider’s rules are stricter than ours, the stricter rule applies.

6.2 Flow-down to your users and customers

You will ensure that every user on your account, and every customer of yours who reaches the Service through your product, uses it in accordance with these Terms and the applicable provider terms. You remain responsible for their acts and omissions, including any violation of provider terms.

6.3 Provider terms change

Providers modify their terms without reference to us. Your continued use of a model after its provider’s terms change constitutes your acceptance of the change. If you do not accept it, stop using that model.

6.4 Restricted models and geographic restrictions

Some providers do not permit access to their models by users located in, or acting on behalf of entities in, certain countries, regions, or categories. These restrictions change without notice to you or to us.

You represent that you are permitted to access the models you select, and you will not, and will not permit any user or customer of yours to:

access a model you are not permitted to access under the applicable provider’s terms;
use a virtual private network, proxy, relay, or misrepresentation of location or identity to obtain access to a model that would otherwise be unavailable to you; or
circumvent any safeguard implemented by us or by a provider to restrict access.

Breach of this Section 6.4 is a material breach and may result in immediate suspension or termination without notice and without refund.

6.5 Availability of models

Models are provided on an as-available basis. We do not guarantee that any model will remain available, that its price will remain unchanged, or that it will perform in any particular way.

6.6 Suspension by a provider

A provider may suspend, restrict, or terminate access to its models — for you specifically, or generally — at any time and for its own reasons. We may act on such a request or requirement immediately.

We will use commercially reasonable efforts to give you advance notice where a provider allows it, but we cannot guarantee advance notice. Where access is restricted at a provider’s instance, it is your responsibility to engage with that provider to resolve it. Each provider retains sole control over access to its models.

We disclaim all liability for any suspension, restriction, removal, unavailability, degradation, price change, or modification of any model arising from a provider’s acts, omissions, or terms.

6.7 Model selection is yours

You are solely responsible for selecting which models you use and for determining whether a given model, and its provider’s terms and data practices, are appropriate for your use case — including any regulated, high-risk, sensitive, or customer-facing use.

6.8 Information requests

You will promptly provide any information, certification, consent, or other material we reasonably request in order to confirm your compliance with provider terms. Failure to provide it may result in restriction or suspension of access.

7. Your content

7.1 Definitions

“Input” means anything you send through the Service. “Output” means what the provider returns. Together, “Customer Content”.

7.2 Ownership and licence

You retain all rights you hold in your Input. We claim no ownership of Customer Content.

You grant us a limited, worldwide, non-exclusive, royalty-free licence to transmit, process, and route Customer Content solely to provide the Service to you. That licence ends when we stop providing the Service to you.

Your rights in any Output are determined by the terms of the provider that generated it. Providers differ on this and we make no representation about it.

7.3 We do not train on your content

We do not use Customer Content to train, fine-tune, or evaluate any model. We operate no models. We do not sell, license, or publish Customer Content in any form, aggregated, anonymized, or otherwise.

7.4 What providers do is a different matter

Once your request reaches a provider, that provider handles it under its own policies, which differ on retention and on whether inputs are used for training. We do not control this. Review each provider’s terms and data practices before selecting a model.

7.5 We do not store content

We store usage metadata — model, provider, token counts, cost, latency, timing. We do not retain the content of your requests or the responses returned to you. See our Privacy Policy.

7.6 Your representations

You represent and warrant that you have all rights, licences, and consents necessary to submit your Input and to have it processed by us and by the provider you select, and that your Input and its processing will not infringe any third-party right or cause us to violate any law.

You are responsible for minimizing personal data in your Input and for the restrictions on data categories set out in our Acceptable Use Policy, Section 4.

8. Acceptable use

Your use of the Service is subject to our Acceptable Use Policy, which is incorporated into these Terms by reference. Violation of the Acceptable Use Policy is a material breach of these Terms and entitles us to suspend or terminate your access immediately.

We may, but are not obliged to, monitor use of the Service for compliance.

9. Fees, billing, and payment

Billing operates as described in our Refund & Cancellation Policy, which is incorporated into these Terms by reference. In summary:

Your account may carry a Prepaid Balance and may be extended a Credit Limit. Prepaid funds are consumed first; usage beyond them draws against the Credit Limit and is invoiced monthly.
Charges are calculated from the tokens actually processed, at the rates agreed for your account.
We do not store payment methods and do not charge you automatically. Every payment is one you initiate.
Prepaid funds expire twelve months after the payment is confirmed, oldest batch first, with thirty days’ notice before expiry.
Invoices are due within your agreed payment terms. Disputes must be raised within thirty days of the invoice date.
Non-payment leads to credit limit reduction, then suspension, then termination, on the timeline set out in that Policy.

9.1 Taxes

Fees are exclusive of taxes. You are responsible for all applicable taxes, duties, and similar charges, other than taxes on our net income. Where we are required to collect a tax, it will be added to your invoice.

9.2 Price changes

We may change our published rates. Changes to the rates agreed for your account take effect no earlier than thirty (30) days after we notify your account administrators, and apply prospectively only. If you do not accept a change, you may close your account before it takes effect.

Provider price changes may be passed through with the same notice.

9.3 Chargebacks

Initiating a chargeback for a legitimate charge, without first contacting us, is a breach of these Terms. See our Refund & Cancellation Policy, Section 11.

10. Privacy and data protection

Our handling of personal data is described in our Privacy Policy, incorporated by reference.

In respect of Customer Content, you act as controller and we act as processor. A Data Processing Agreement is available to Business accounts on request and is part of Enterprise onboarding; where a signed DPA exists, it governs our processing of Customer Content. Request one at legal@openvertexrouter.com.

11. Confidentiality

“Confidential Information” means non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances. Our Confidential Information includes the non-public aspects of the Service, our pricing, and the commercial terms agreed for your account.

The Receiving Party will protect the Disclosing Party’s Confidential Information with at least reasonable care, use it only in connection with the Service, and limit access to those of its personnel and advisors who need it and who are bound by comparable obligations.

Confidential Information does not include information that is or becomes public without breach, was already known without a duty of confidentiality, is lawfully received from a third party, or is independently developed.

The Receiving Party may disclose Confidential Information where legally compelled, giving prior notice where lawful and taking reasonable steps to limit the disclosure.

These obligations survive termination for three (3) years, and indefinitely for trade secrets.

12. Intellectual property

All rights in the Service — software, interfaces, design, documentation, branding — are and remain ours or our licensors’. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service in accordance with these Terms. No other rights are granted by implication or otherwise.

You may not reverse engineer, decompile, or attempt to derive the source code of any part of the Service, except to the extent applicable law prohibits that restriction.

13. Feedback

If you give us suggestions, ideas, or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use it for any purpose without obligation or compensation to you. We will not identify you as its source without your written permission.

14. Publicity

We will not use your name, logo, trade marks, or any description of you as a customer in any marketing, sales, or public material without your prior written consent. Consent may be given for a specific use and withdrawn on reasonable notice.

This does not restrict our disclosure of your identity where required by law, to our professional advisors under confidentiality, or to a prospective acquirer under confidentiality in connection with a transaction.

15. Service availability and changes

The Service is provided on an as-available basis.

We make no commitment as to uptime, availability, latency, throughput, or performance. Any service level, support commitment, or availability target applies only where it is expressly stated in a separate written agreement signed by us.

We may modify, add to, or discontinue features of the Service. Where a change materially reduces functionality you rely on, we will give your account administrators at least thirty (30) days’ notice, unless the change is required for security, legal, or provider-driven reasons, in which case we will give as much notice as is practicable.

We may perform maintenance that interrupts the Service. We will schedule planned maintenance to minimize disruption where we can.

16. Suspension and termination

16.1 By you

You may close your account at any time as described in our Refund & Cancellation Policy, Section 5. Amounts already incurred remain payable.

16.2 By us, for non-payment

As set out in our Refund & Cancellation Policy, Section 9.

16.3 By us, for cause

We may suspend or terminate your access, in whole or in part, where:

you are in material breach of these Terms, including the Acceptable Use Policy;
your use presents a security, legal, or operational risk to us, to other accounts, or to a provider;
a provider requires it; or
we are required to do so by law.

Where practicable we will notify you first and give you an opportunity to remedy. We may act immediately and without prior notice where the conduct involves child safety, an imminent risk of harm, a security threat, unlawful activity, a breach of Section 6.4, or a provider demand.

16.4 Convenience

Either party may terminate for convenience on thirty (30) days’ written notice. On termination by us for convenience, we will refund your unused, unexpired Prepaid Balance.

16.5 Effect

On termination your API keys are revoked and access ceases. Amounts incurred remain payable. Your Prepaid Balance is handled under the Refund & Cancellation Policy. Data is deleted in accordance with the Privacy Policy.

17. Disclaimers

THE SERVICE, INCLUDING ALL MODEL OUTPUTS, IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND.

TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

We do not warrant that the Service will be uninterrupted, secure, timely, or error-free, that defects will be corrected, or that the Service will meet your requirements or any compliance, performance, or availability standard.

Model outputs may be inaccurate, incomplete, outdated, biased, offensive, or otherwise unreliable, and may not be unique to you. They do not constitute professional advice of any kind. You are responsible for independently reviewing and verifying any output, for implementing appropriate human review and safeguards, and for deciding whether an output is fit for your purpose. We take no responsibility for actions you take on the basis of an output.

We make no representation or warranty regarding any provider’s data handling, retention, training, security, availability, or intellectual property practices.

Some jurisdictions do not allow certain disclaimers, so parts of this Section may not apply to you.

18. Limitation of Liability

18.1 Exclusion of indirect damages

TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, ANTICIPATED SAVINGS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2 Matters outside our control

WE ARE NOT LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM: THE CONTENT, ACCURACY, LEGALITY, OR FITNESS OF ANY MODEL OUTPUT; ANY ACT, OMISSION, POLICY, PRICE CHANGE, SUSPENSION, OR DISCONTINUATION BY A MODEL PROVIDER; THE UNAVAILABILITY, DEGRADATION, OR REMOVAL OF ANY MODEL; YOUR RELIANCE ON THE SERVICE OR ON ANY OUTPUT; OR ANY CONTENT YOU SUBMIT OR GENERATE.

18.3 Aggregate cap

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS (USD $100).

18.4 Exclusive remedy

TO THE FULLEST EXTENT PERMITTED BY LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISSATISFACTION WITH, OR LOSS OR DAMAGE ARISING FROM, THE SERVICE IS TO STOP USING THE SERVICE AND TERMINATE YOUR ACCOUNT. ANY REFUND IS LIMITED TO WHAT IS SET OUT IN OUR REFUND & CANCELLATION POLICY AND IS YOUR ONLY MONETARY REMEDY.

18.5 Exceptions

The limitations in Sections 18.1 and 18.3 do not apply to:

(a) our liability for fraud, gross negligence, or wilful misconduct, or for any other liability that cannot be limited under applicable law;

(b) your obligation to pay amounts due for the Service, which is not subject to any cap; or

18.6 Allocation of risk

Each provision of these Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages allocates risk between the parties. This allocation is an essential element of the basis of the bargain and is reflected in our pricing. Each such provision is severable and independent of every other provision, and the limitations in this Section apply even if any limited remedy fails of its essential purpose.

Some jurisdictions do not allow certain exclusions or limitations of liability. Where that is the case, the exclusions and limitations above apply to the maximum extent permitted, and the remainder is unaffected.

19. Indemnification

You will defend, indemnify, and hold harmless Open Vertex Technologies LLC and its members, officers, employees, contractors, and agents from and against any claim, demand, damage, loss, liability, penalty, cost, and expense (including reasonable legal fees) arising out of or relating to:

your access to or use of the Service;
your Input, your Output, or anything you generate through the Service;
your breach of these Terms, the Acceptable Use Policy, or any applicable law;
your breach of any provider’s terms, including Section 6.4;
your violation of any third-party right, including intellectual property, privacy, and publicity rights; or
any claim by one of your own users or customers relating to their use of the Service through your product.

We will notify you of any claim subject to indemnification and may assume its exclusive defence and control, in which case you will cooperate. You may not settle any claim in a way that imposes an obligation or admission on us without our prior written consent.

20. Dispute resolution and arbitration

Please read this Section carefully. It affects your legal rights, including a waiver of class actions and jury trial.

20.1 Informal resolution first

Before starting any formal proceeding, you agree to send written notice of the dispute to legal@openvertexrouter.com, describing the nature and basis of the claim and the relief sought, and to attempt in good faith to resolve it informally for at least thirty (30) days. We will do the same before bringing a claim against you.

20.2 Binding arbitration

If a dispute is not resolved within that period, it will be settled by final and binding individual arbitration, administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Cheyenne, Wyoming. The arbitration will be conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

Where the amount in dispute is under fifty thousand US dollars (USD $50,000), the arbitration will be conducted on documents only unless the arbitrator determines a hearing is necessary, and any hearing may be held by video conference.

20.3 Class action and jury waiver

YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. YOU AND WE WAIVE ANY RIGHT TO TRIAL BY JURY.

The arbitrator may not consolidate more than one party’s claims or preside over any representative or class proceeding.

20.4 Exceptions

Either party may, without first following Sections 20.1 and 20.2:

bring an individual claim in small claims court;
seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information; or
bring an action to collect undisputed amounts due.

20.5 Severability of this Section

If the class action waiver in Section 20.3 is found unenforceable as to a particular claim, that claim alone will be severed and heard in court under Section 22, and the remaining claims will proceed in arbitration. If the whole of this Section 20 is found unenforceable, disputes will be resolved under Section 22.

21. Changes to these Terms

We may update these Terms. The current version is always at this URL, with the effective date above.

For changes that materially affect your rights or obligations, we will notify your account administrators by email at least thirty (30) days in advance. Your continued use after the change takes effect constitutes acceptance. If you do not accept a material change, you may close your account before it takes effect and request a refund of your unused, unexpired Prepaid Balance.

22. General

Governing law. These Terms are governed by the laws of the State of Wyoming, United States, without regard to its conflict-of-law principles. Subject to Section 20, any dispute not subject to arbitration will be brought exclusively in the state or federal courts located in Wyoming, and both parties consent to their jurisdiction.

Force majeure. Neither party is liable for any failure or delay caused by events beyond its reasonable control, including provider outages, internet or infrastructure failures, cyber attacks, acts of God, epidemic, labour disruption, war, or governmental action. This does not excuse an obligation to pay amounts due.

Assignment. You may not assign or transfer these Terms without our prior written consent, except to a successor of your business that is not our competitor and that assumes your obligations. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

Entire agreement. These Terms, together with the documents incorporated by reference and any signed order form or agreement, are the entire agreement between us regarding the Service, and supersede all prior understandings, subject to Section 4.1.

Severability. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remainder will remain in force.

No waiver. A failure to enforce a provision is not a waiver of the right to enforce it later.

Independent contractors. The parties are independent contractors. Nothing here creates a partnership, joint venture, agency, or employment relationship.

No third-party beneficiaries. These Terms create no third-party beneficiary rights, except for the indemnified parties under Section 19.

Notices. Formal notice to us must be sent to the postal address below, with a copy to legal@openvertexrouter.com. Notice to you may be given by email to your account administrators or through the Service, and is effective when sent.

Electronic communications. You consent to receive communications from us electronically. Electronic communications satisfy any legal requirement that a communication be in writing.

Survival. Sections 5, 6.2, 7, 9, 11, 12, 13, 14, 17, 18, 19, 20, and 22 survive termination, together with any provision that by its nature should survive.

23. Contact Us

Open Vertex Technologies LLC
30 N Gould St Ste N
Sheridan, WY 82801
United States

Support: support@openvertexrouter.com
Billing: billing@openvertexrouter.com
Security: security@openvertexrouter.com
Legal notices: legal@openvertexrouter.com