CodyRouter — Terms of Service
Last Updated: May 25, 2026
PLEASE READ THESE TERMS CAREFULLY. OUR SERVICES ARE NOT OFFERED TO PERSONS OR ENTITIES WHO RESIDE IN, ARE CITIZENS OF, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN THE UNITED STATES OF AMERICA OR ANY OTHER RESTRICTED TERRITORY (AS DEFINED BELOW). WE DO NOT MAKE EXCEPTIONS. IF YOU ARE A RESTRICTED PERSON, DO NOT ATTEMPT TO ACCESS OR USE THE SERVICES. THE USE OF A VIRTUAL PRIVATE NETWORK (VPN), PROXY, OR ANY OTHER MEANS TO CIRCUMVENT THE RESTRICTIONS IN THESE TERMS IS STRICTLY PROHIBITED.
PLEASE CAREFULLY REVIEW THE DISCLAIMERS, LIMITATIONS OF LIABILITY, AND DISPUTE-RESOLUTION PROVISIONS SET FORTH IN SECTIONS 10, 11, 12, AND 15. THESE PROVISIONS LIMIT YOUR LEGAL RIGHTS AND REQUIRE INDIVIDUAL ARBITRATION IN HONG KONG.
Welcome to CodyRouter, a software platform that aggregates and routes requests to artificial-intelligence models and other computational services made available by approved third-party providers (the "Services").
These Terms of Service, together with any documents incorporated by reference (collectively, these "Terms"), are entered into between Sigma16z Labs (Hong Kong) Limited, a company incorporated in Hong Kong with its registered office at 9/F, Amtel Building, 148 Des Voeux Road Central, Central, Hong Kong, and its affiliates ("CodyRouter," "we," "us," or "our") and you, the user of the Services ("you" or "your").
By accessing, registering for, or using the Services in any manner, you accept and agree to be bound by and to comply with these Terms. If you do not agree to these Terms, do not access or use the Services.
1. Nature of the Services
1.1 Aggregator Model. CodyRouter is an aggregation and routing layer. We do not develop, train, host, operate, or control the underlying artificial-intelligence models, inference services, or other computational resources accessed through the Services (collectively, the "Third-Party Models"). All Third-Party Models are developed, hosted, and operated by independent third-party providers that we have approved to be made available through the Services (each, an "Approved Provider").
1.2 No Endorsement. Listing an Approved Provider or Third-Party Model on the Services does not constitute an endorsement, warranty, certification, or guarantee by CodyRouter as to the quality, accuracy, security, legality, availability, or suitability of any such provider or model. The list of Approved Providers and Third-Party Models may change at any time without notice.
1.3 You Are Bound by Provider Terms. Each Approved Provider has its own terms of service, acceptable-use policy, privacy policy, content policy, data-handling policy, and other applicable rules (collectively, "Provider Terms"). When you submit any request, prompt, input, file, or other data ("Input") to a Third-Party Model through the Services, and when you receive any response, completion, generation, or other output ("Output"), you are directly subject to the applicable Provider Terms in addition to these Terms. It is your sole responsibility to read, understand, and comply with the Provider Terms of every Approved Provider whose Third-Party Models you use. Links to current Provider Terms are made available on the Services where reasonably practicable; however, you remain responsible for reviewing the most current version directly from the relevant Approved Provider.
1.4 Conflict Between Terms. In the event of any conflict between these Terms and any Provider Terms, these Terms govern the relationship between you and CodyRouter, and the Provider Terms govern the relationship between you and the relevant Approved Provider. Compliance with these Terms does not excuse non-compliance with any Provider Terms, and vice versa.
1.5 Changes to the Services. The Services are provided in a continually evolving form. We may, at our sole discretion and without notice or liability, add, modify, suspend, discontinue, deprecate, replace, throttle, or rate-limit any feature, model, route, endpoint, or component of the Services, including any Third-Party Model or Approved Provider, at any time and for any reason or no reason.
2. Eligibility
2.1 Representations and Warranties. As a condition to accessing or using the Services, you represent and warrant to CodyRouter that:
(a) Age and Capacity. You are at least eighteen (18) years of age (or the age of majority in your jurisdiction, whichever is greater) and have the full legal capacity to enter into and be bound by these Terms;
(b) Authority. If you are entering into these Terms on behalf of a company, organization, or other legal entity, you have all necessary legal authority to bind that entity, and "you" refers to that entity;
(c) Not a US Person. You are not, and you are not acting on behalf of, a "US Person" within the meaning of any United States federal law, regulation, or executive order. You are not a citizen, resident, national, or tax resident of the United States of America (including its territories and possessions), are not incorporated or organized under the laws of the United States, do not have a registered office in the United States, and are not accessing the Services from a United States IP address or device;
(d) Not in a Restricted Territory. You are not a citizen, resident, national, or agent of, and are not accessing the Services from, any country or territory that is subject to comprehensive economic sanctions or embargoes administered or enforced by the United States, the United Kingdom, the European Union, the United Nations, the Hong Kong SAR, or any other applicable governmental authority (collectively with the United States, the "Restricted Territories");
(e) Not a Sanctioned Person. You are not, and you are not owned or controlled by, any person or entity that is the subject of any economic or trade sanctions or appears on any sanctions list, restricted-party list, or denied-persons list maintained by any of the foregoing authorities, including without limitation the U.S. Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and Blocked Persons List (collectively, "Sanctioned Persons");
(f) No Transactions with Restricted Persons. You will not transact with, or facilitate transactions for, any person or entity located in a Restricted Territory or any Sanctioned Person through the Services;
(g) No Circumvention. You will not use, and have not used, a VPN, proxy server, anonymizer, IP-masking tool, or any other technical or non-technical means to circumvent or attempt to circumvent the restrictions in these Terms; and
(h) Lawful Use. Your access to and use of the Services does not and will not violate any applicable law, statute, regulation, order, sanction, embargo, code, rule, license requirement, registration requirement, or other directive applicable to you (collectively, "Applicable Laws"), and will not contribute to or facilitate any illegal activity.
2.2 Restricted Persons. A person or entity that does not meet, or ceases to meet, the eligibility requirements in this Section 2 is a "Restricted Person." Restricted Persons may not access or use the Services under any circumstances. If we determine, in our sole discretion, that you are or have become a Restricted Person, we may immediately suspend or terminate your access, withhold any unused Credits (as defined below), and report you to the relevant authorities to the extent required by Applicable Laws.
2.3 Local Legality; Sole Responsibility of User.
(a) Your Determination. You acknowledge and agree that the legality of accessing, using, or making available artificial-intelligence services, generative-AI models, and aggregation or routing platforms such as the Services varies significantly across jurisdictions and may change over time. It is your sole and exclusive responsibility, before and throughout your access to and use of the Services, to determine whether such access and use is lawful in every jurisdiction in which you reside, are located, are a citizen or national of, conduct business, or otherwise become subject to Applicable Laws (each, a "Local Jurisdiction"). This includes, without limitation, determining whether your access to and use of the Services, any specific Third-Party Model, any specific Approved Provider, or any particular Input or Output is permitted under all Applicable Laws of every Local Jurisdiction, including any licensing, registration, content, export-control, data-protection, AI-regulation, sectoral, professional, or other regulatory requirements.
(b) Representation and Warranty. You represent and warrant on a continuing basis that your access to and use of the Services is and will remain fully lawful in every Local Jurisdiction. If at any time your access to or use of the Services becomes unlawful, restricted, regulated, or otherwise non-compliant in any Local Jurisdiction for any reason, you must immediately cease all access to and use of the Services.
(c) No Determination by Us. We make no representation, warranty, or determination of any kind as to whether the Services, any Third-Party Model, any Approved Provider, or any particular use case is lawful, permitted, licensed, registered, or otherwise compliant in any Local Jurisdiction. The availability of the Services in any Local Jurisdiction does not constitute a representation that the Services, or your use of them, is lawful there. We do not provide legal advice and you must not rely on us, the Services, or any Output for any determination of legality or compliance.
(d) Full Risk Shifting; Indemnity. You hereby assume all risks, costs, liabilities, fines, penalties, sanctions, damages, and consequences of any kind arising out of or relating to the lawfulness of your access to or use of the Services in any Local Jurisdiction, whether or not you were aware of the relevant Applicable Laws. To the fullest extent permitted by law, you irrevocably waive, release, and discharge CodyRouter and its Representatives (as defined in Section 11) from any and all claims, demands, losses, damages, and liabilities of any kind arising out of or relating to the lawfulness of your access to or use of the Services in any Local Jurisdiction, and you agree to defend, indemnify, and hold them harmless from and against the same in accordance with Section 12.
3. Account Registration
3.1 Account. To use the Services, you must register for an account by providing a valid email address and such other information as we may request. You agree to provide accurate, current, and complete information and to keep it updated.
3.2 Account Security. You are solely responsible for safeguarding your account credentials, API keys, access tokens, and any other authentication materials issued to you (collectively, "Credentials"). You are solely responsible for all activity that occurs under your account, whether or not authorized by you. You must notify us immediately of any actual or suspected unauthorized use of your account or Credentials. We are not liable for any loss or damage arising from your failure to safeguard your Credentials.
3.3 No Sharing. You may not sell, transfer, rent, lease, sublicense, or otherwise make your account or Credentials available to any third party except as expressly permitted by us in writing.
3.4 Suspension and Termination. We may suspend, restrict, or terminate your account at any time, with or without notice, at our sole discretion, including (without limitation) if we believe you have breached these Terms, engaged in fraudulent or unlawful conduct, become a Restricted Person, or pose a security, legal, or reputational risk to us, any Approved Provider, or any other user.
4. Credits, Fees, and Payment
4.1 Credits. Use of the Services requires the prepayment of credits ("Credits"). Credits are a prepaid balance denominated in U.S. dollars (or such other currency as we may designate) and are consumed when you submit requests to Third-Party Models through the Services, in accordance with the pricing displayed on the Services at the time of use.
4.2 Pricing. The price for using each Third-Party Model is set forth on the Services and is subject to change at any time without notice. Pricing may reflect amounts charged to us by the relevant Approved Provider, our processing fees, applicable taxes, and other costs. By submitting a request, you authorize the deduction of the applicable amount of Credits from your balance.
4.3 No Refunds. All purchases of Credits are final and non-refundable, except where required by Applicable Laws. Credits have no cash value, are not redeemable for cash, are not a deposit, are not insured, do not bear interest, are not transferable, and do not constitute legal tender or any form of currency, security, commodity, or financial instrument.
4.4 Expiration. Credits expire and are forfeited upon the earliest to occur of: (a) twelve (12) months after the date of purchase; (b) closure, suspension, or termination of your account for any reason; or (c) such other expiration period as may be expressly stated at the time of purchase or in a promotional offer. Expired Credits cannot be restored.
4.5 Promotional Credits. Any Credits we issue for free, as part of a promotion, or otherwise without payment ("Promotional Credits") may expire on a shorter timeframe, may be restricted to particular Third-Party Models or uses, and may be revoked, modified, or cancelled by us at any time at our sole discretion, without notice or compensation.
4.6 Taxes. All fees are exclusive of any applicable taxes, duties, levies, or similar governmental assessments. You are solely responsible for determining and paying any taxes arising from your purchase or use of Credits or the Services.
4.7 Payment Disputes and Chargebacks. If you initiate a chargeback, payment reversal, or similar dispute with respect to any payment to us, we may, in addition to all other remedies available to us, immediately suspend or terminate your account, forfeit your Credit balance, and recover any losses, fees, or costs incurred by us as a result.
4.8 Billing Errors. If you believe a billing or Credit-deduction error has occurred, you must notify us in writing within thirty (30) days of the occurrence. Failure to do so waives any claim relating to such error.
5. User Content; Inputs and Outputs
5.1 Definitions. Your Inputs and the corresponding Outputs are collectively your "User Content."
5.2 Ownership. As between you and CodyRouter, you retain whatever rights, title, and interest you have in your User Content, subject to (a) the rights of any Approved Provider and any third party whose intellectual property may be implicated, and (b) the licenses you grant under these Terms and any applicable Provider Terms. We make no representation, warranty, or assignment of rights with respect to any Output, including any rights or interests an Approved Provider may claim in such Output under its Provider Terms.
5.3 Your Responsibility. You are solely responsible for your User Content. You represent and warrant that you have all rights, consents, licenses, and permissions necessary to submit each Input through the Services and to use the resulting Output, and that your User Content does not and will not violate these Terms, any Provider Terms, any Applicable Laws, or any rights of any third party (including intellectual-property, privacy, publicity, contractual, and confidentiality rights).
5.4 Limited License to CodyRouter. You grant CodyRouter a worldwide, non-exclusive, royalty-free, fully paid-up license to process and transmit your User Content solely and exclusively to the limited extent technically necessary to route your Inputs to the relevant Approved Provider and to deliver the corresponding Outputs back to you. This license is strictly limited to the transient, in-transit processing required to operate the routing function of the Services and does not authorize CodyRouter to store, retain, log, archive, reproduce (other than ephemeral in-memory copies inherent in transmission), analyze, train on, fine-tune with, evaluate against, or otherwise use your User Content for any other purpose. The license granted in this Section 5.4 terminates automatically with respect to each item of User Content upon completion of the relevant routing transaction.
5.5 No Logging; No Training; No Retention.
(a) No Logging of User Content. CodyRouter does not log, store, archive, or otherwise retain the content of your Inputs or Outputs. Inputs are forwarded to the relevant Approved Provider and Outputs are returned to you on a pass-through basis. Limited operational metadata (such as request timestamps, model identifiers, token counts, latency metrics, error codes, and billing-related data) may be retained as described in our Privacy Policy, but the content of Inputs and Outputs is not retained by us.
(b) No Training. CodyRouter does not use, and will not use, your User Content (including any Input or Output) to train, fine-tune, distill, evaluate, benchmark, align, or otherwise develop or improve any artificial-intelligence model, whether our own or any third party's, and will not sell, license, or otherwise make available the content of your Inputs or Outputs to any third party for such purposes.
(c) Approved Providers Are Separate. The commitments in this Section 5.5 apply only to CodyRouter and do not extend to any Approved Provider. Each Approved Provider independently handles your Inputs and Outputs in accordance with its own Provider Terms, which may permit logging, retention, training, or other uses by such Approved Provider, all of which are outside our control. See Section 5.6 (Routing to Approved Providers).
(d) Limited Exceptions. Notwithstanding paragraphs (a) and (b), CodyRouter may briefly access, capture, or retain User Content only to the minimum extent and for the minimum duration strictly necessary to: (i) comply with a binding legal process, court order, or requirement under Applicable Laws; (ii) investigate, prevent, or respond to a specific, identified incident of suspected fraud, abuse, security threat, or violation of Section 6 (Acceptable Use); or (iii) honor an explicit, affirmative, in-product opt-in by you (for example, to enable a debugging, replay, or audit feature for your own account), in which case the scope, duration, and purpose of any such retention shall be as disclosed at the point of opt-in. Any such access or retention shall be promptly discontinued and the relevant data deleted once the underlying purpose has been satisfied.
5.6 Routing to Approved Providers. You acknowledge and agree that when you submit an Input, that Input will be transmitted to one or more Approved Providers selected automatically or by you, and that the Approved Provider will process the Input under the applicable Provider Terms, which may include logging, retention, training, or other uses by the Approved Provider that are outside our control. The "no logging, no training, no retention" commitments in Section 5.5 apply only to CodyRouter and do not modify, override, or limit any Approved Provider's data practices. You are responsible for reviewing each Approved Provider's data-handling terms before using its Third-Party Models.
5.7 No Obligation to Monitor. We have no obligation, and given Section 5.5 no practical ability, to monitor, screen, filter, edit, or moderate the content of User Content in transit. We may, however, in our sole discretion and without notice, throttle, block, or refuse to transmit any request that we identify through non-content-based signals (such as request patterns, volume, metadata, or reports from Approved Providers) as (a) violating these Terms or any Provider Terms, (b) unlawful, harmful, abusive, or fraudulent, or (c) creating risk or potential liability for CodyRouter, any Approved Provider, or any third party.
5.8 No Liability for Content. We expressly disclaim all liability arising from or relating to any User Content, including any Output. Outputs are generated by Third-Party Models and may be inaccurate, incomplete, offensive, biased, misleading, infringing, or otherwise objectionable. You should not rely on any Output as factual, professional, medical, legal, financial, or other advice. You use Outputs at your sole risk.
6. Acceptable Use
Your use of the Services is also governed by our Usage Policy, which further details prohibited conduct, high-risk use requirements, and enforcement measures. The Usage Policy is incorporated by reference into these Terms. A violation of the Usage Policy constitutes a breach of these Terms.
6.1 Prohibited Conduct. You agree that you will not, and will not permit any third party to:
(a) use the Services in violation of any Applicable Laws or any Provider Terms;
(b) use the Services to generate, transmit, or facilitate any content that is unlawful, hateful, defamatory, obscene, pornographic, sexually explicit (including any content that sexualizes minors), violent, threatening, harassing, discriminatory, or that promotes terrorism, extremism, self-harm, or violence against any person, group, or animal;
(c) use the Services to develop, design, produce, market, or use any weapon (including chemical, biological, radiological, nuclear, or cyber weapons), malware, exploit, or other malicious code;
(d) use the Services to engage in fraud, deception, impersonation, phishing, social engineering, or any scheme to defraud or mislead any person;
(e) use the Services to infringe, misappropriate, or otherwise violate any intellectual-property, privacy, publicity, contractual, or other rights of any person;
(f) use the Services to develop, train, fine-tune, distill, benchmark, or improve any artificial-intelligence model or service that competes with the Services or with any Approved Provider, except to the extent expressly permitted in writing by us and by the relevant Approved Provider;
(g) reverse engineer, decompile, disassemble, or attempt to derive the source code, models, weights, algorithms, or underlying components of the Services, any Third-Party Model, or any Approved Provider's infrastructure, except as expressly permitted by Applicable Laws notwithstanding this prohibition;
(h) scrape, crawl, harvest, or otherwise extract data from the Services other than through the documented interfaces provided by us, or interfere with rate limits, quotas, throttling, or anti-abuse measures;
(i) introduce or transmit any virus, worm, Trojan horse, time bomb, or other harmful code through the Services, or otherwise attack, disrupt, or impair the Services or any infrastructure;
(j) represent any Output as having been generated by a human, where the context would reasonably mislead another person, or fail to comply with any disclosure obligation imposed by Applicable Laws or by the relevant Provider Terms in respect of AI-generated content;
(k) create multiple accounts, share accounts, or otherwise circumvent any limits, restrictions, suspensions, or terminations applicable to you; or
(l) use the Services in any manner intended to circumvent the restrictions in Section 2 (Eligibility), including by using a VPN, proxy, or false identity.
6.2 Enforcement. We may investigate any actual or suspected breach of this Section 6 and may take any action we deem appropriate, including (without limitation) issuing warnings, restricting or suspending features, terminating your account, forfeiting Credits, removing User Content, cooperating with law enforcement, and pursuing all available legal and equitable remedies.
7. Intellectual Property
7.1 Our Rights. As between you and CodyRouter, we and our licensors own and retain all rights, title, and interest in and to the Services, including all software, code, documentation, user interfaces, designs, trademarks, logos, names, and other materials provided through the Services, and all related intellectual-property rights. Nothing in these Terms transfers or grants you any right in or to the foregoing other than the limited license expressly granted in Section 7.2.
7.2 Limited License to You. Subject to your continued compliance with these Terms, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, and freely revocable license to access and use the Services solely for your internal business or personal use in accordance with these Terms.
7.3 Trademarks. "CodyRouter" and all related names, logos, product and service names, designs, and slogans are trademarks of CodyRouter or its affiliates. You may not use any of the foregoing without our prior written consent.
7.4 Feedback. If you provide any suggestions, comments, bug reports, feature requests, or other feedback regarding the Services ("Feedback"), you hereby assign to us all rights, title, and interest in and to such Feedback, and we may use, modify, exploit, sublicense, and commercialize the Feedback without any obligation, attribution, or compensation to you.
7.5 Third-Party Rights. All rights in Third-Party Models, Approved Provider infrastructure, and any third-party content accessed through the Services remain with the relevant rights holders. Your rights with respect to Third-Party Models and Outputs are subject to the applicable Provider Terms.
8. Privacy and Data Handling
8.1 Privacy Policy. Our collection and handling of personal information are described in our Privacy Policy, which is incorporated by reference into these Terms.
8.2 Provider Data Handling. Each Approved Provider handles User Content according to its own privacy and data-handling practices, which are outside our control. You acknowledge that Inputs you submit may be processed, logged, retained, and used by Approved Providers in accordance with the applicable Provider Terms, and that we make no representation or warranty as to such practices. It is your responsibility to review the Provider Terms before submitting any sensitive, personal, regulated, or confidential information.
8.3 No Sensitive Data. You agree not to submit through the Services any data subject to special legal protection (including without limitation health information regulated by HIPAA or equivalent regimes, payment-card data subject to PCI DSS, government-issued identification numbers, or special-category personal data under GDPR or equivalent regimes) unless you have confirmed in advance that both we and the relevant Approved Provider expressly support such use and you have entered into all required agreements.
9. Approved Providers and Third-Party Models
9.1 No Control. We do not control, operate, or guarantee the availability, performance, accuracy, reliability, security, legality, or content of any Approved Provider or any Third-Party Model. Approved Providers and Third-Party Models may be added, removed, suspended, modified, deprecated, throttled, or repriced at any time without notice.
9.2 Service Interruptions. Outages, errors, latency, content filtering, rate limits, capacity constraints, jurisdictional restrictions, or other limitations imposed by any Approved Provider may affect your ability to use the Services. We are not liable for any such interruption.
9.3 No Beneficiary Rights. You are not a third-party beneficiary of any agreement between us and any Approved Provider. Your sole remedy for any dissatisfaction with any Approved Provider or any Third-Party Model is to cease using the relevant Third-Party Model.
9.4 Compliance Obligations. We may, at any time and without notice, require you to provide information, certifications, consents, attestations, or other materials reasonably necessary to confirm your compliance with any Provider Terms or to satisfy our obligations to an Approved Provider. Failure to provide such materials may result in suspension or restriction of your access to one or more Third-Party Models or to the Services as a whole.
10. Disclaimers
10.1 "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, THE SERVICES, INCLUDING ALL THIRD-PARTY MODELS, OUTPUTS, CONTENT, AND MATERIALS MADE AVAILABLE THROUGH THE SERVICES, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY.
10.2 No Warranties. WE EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE.
10.3 Specific Disclaimers. WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT:
(a) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
(b) THE SERVICES WILL BE AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, OR ERROR-FREE;
(c) ANY OUTPUT, INFORMATION, OR CONTENT OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, NON-INFRINGING, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS;
(d) ANY ERRORS, DEFECTS, OR VULNERABILITIES IN THE SERVICES WILL BE CORRECTED;
(e) ANY THIRD-PARTY MODEL, APPROVED PROVIDER, OR THIRD-PARTY OFFERING WILL BE AVAILABLE, FUNCTIONAL, OR COMPLIANT WITH ANY STANDARD;
(f) THE SERVICES OR ANY OUTPUT IS SUITABLE FOR ANY PROFESSIONAL, MEDICAL, LEGAL, FINANCIAL, SAFETY-CRITICAL, OR HIGH-RISK USE; OR
(g) ANY USE OF THE SERVICES WILL COMPLY WITH THE LAWS OR REQUIREMENTS OF ANY PARTICULAR JURISDICTION.
10.4 Assumption of Risk. YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFECT IS WITH YOU.
11. Limitation of Liability
11.1 Excluded Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL CODYROUTER, ITS AFFILIATES, OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, SUPPLIERS, OR REPRESENTATIVES (COLLECTIVELY, "REPRESENTATIVES") BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:
(a) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
(b) LOSS OF PROFITS, REVENUES, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS;
(c) LOSS OR CORRUPTION OF USER CONTENT, INPUTS, OR OUTPUTS;
(d) DAMAGES ARISING FROM OR RELATING TO (i) ANY OUTAGE, DELAY, SUSPENSION, MODIFICATION, DEPRECATION, OR DISCONTINUATION OF THE SERVICES OR ANY THIRD-PARTY MODEL; (ii) ANY ACT, OMISSION, ERROR, BREACH, OR FAILURE OF ANY APPROVED PROVIDER OR ANY THIRD-PARTY MODEL; (iii) ANY OUTPUT, INCLUDING ANY INACCURATE, OFFENSIVE, INFRINGING, OR HARMFUL OUTPUT; (iv) ANY UNAUTHORIZED ACCESS TO YOUR ACCOUNT, CREDENTIALS, OR USER CONTENT; (v) ANY ACTION TAKEN BY US TO COMPLY WITH APPLICABLE LAWS, COURT ORDERS, OR REGULATORY DEMANDS; OR (vi) ANY EVENT OF FORCE MAJEURE; OR
(e) DAMAGES OF ANY KIND ARISING FROM YOUR RELIANCE ON ANY OUTPUT OR ANY OTHER INFORMATION MADE AVAILABLE THROUGH THE SERVICES;
IN EACH CASE WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE OR OUR REPRESENTATIVES HAVE BEEN ADVISED OF, OR COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES.
11.2 Aggregate Cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, THE TOTAL AGGREGATE LIABILITY OF CODYROUTER AND ITS REPRESENTATIVES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY, SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US$100.00) OR (B) THE TOTAL AMOUNT YOU ACTUALLY PAID TO CODYROUTER FOR CREDITS CONSUMED IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.3 Essential Basis. YOU ACKNOWLEDGE THAT THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND CODYROUTER AND THAT, WITHOUT THEM, WE WOULD NOT PROVIDE THE SERVICES TO YOU. THE LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
11.4 Third-Party Providers. WITHOUT LIMITING THE FOREGOING, WE SHALL HAVE NO LIABILITY FOR ANY ACT, OMISSION, ERROR, BREACH, NEGLIGENCE, OR MISCONDUCT OF ANY APPROVED PROVIDER, ANY THIRD-PARTY MODEL, OR ANY OTHER THIRD-PARTY SERVICE OR INFRASTRUCTURE INSTRUCTED, USED, OR REFERENCED BY US.
12. Indemnification
12.1 Your Indemnity. You will defend, indemnify, and hold harmless CodyRouter and its Representatives from and against any and all claims, demands, suits, proceedings, investigations, liabilities, damages, losses, judgments, fines, penalties, costs, and expenses (including reasonable attorneys' fees and disbursements) arising out of or relating to:
(a) your access to or use of the Services;
(b) any User Content submitted, transmitted, or received by or for you;
(c) your breach of these Terms or any representation or warranty made by you;
(d) your violation of any Provider Terms or any agreement with any Approved Provider;
(e) your violation of any Applicable Laws or any rights of any third party (including intellectual-property, privacy, publicity, contractual, and confidentiality rights);
(f) your fraud, willful misconduct, gross negligence, or other intentional or wrongful acts; and
(g) any dispute between you and any Approved Provider, any other user, or any third party.
12.2 Defense Control. We may, at your expense, assume the exclusive defense and control of any matter subject to indemnification by you, in which case you will reasonably cooperate with us at your expense. You may not settle any claim without our prior written consent.
13. Risk Disclosures and Assumption of Risk
13.1 AI Risk. You acknowledge and accept that artificial-intelligence and machine-learning systems are inherently probabilistic, may produce inaccurate, biased, fabricated, offensive, or harmful Outputs ("hallucinations"), and may behave unpredictably. Outputs do not represent the views, opinions, or recommendations of CodyRouter and should not be treated as factual or as professional advice of any kind.
13.2 Beta and Evolving Services. The Services and the Third-Party Models are continually evolving. Models may be added, retrained, fine-tuned, replaced, deprecated, removed, or repriced at any time. The behavior, capabilities, performance, output quality, and pricing of any Third-Party Model may change at any time without notice.
13.3 Routing and Failover. Requests may be routed across multiple Approved Providers, regions, or models, and may be retried, mirrored, or load-balanced in our discretion. Output quality, latency, content filtering, and behavior may vary across providers and models.
13.4 Compliance Risk. Different Approved Providers operate under different legal, regulatory, and contractual frameworks. Use of the Services that is permissible under one Approved Provider may be impermissible under another. You are solely responsible for ensuring that your use of any Third-Party Model is lawful and compliant in every applicable jurisdiction and under every applicable Provider Terms.
13.5 Reliance. You should not take or refrain from taking any action based on any Output. Before making any decision of legal, financial, medical, safety-critical, professional, or otherwise material significance, you should consult an appropriately qualified human professional.
13.6 Assumption of Risk. You hereby assume all risks of accessing and using the Services and irrevocably waive, release, and discharge any and all claims, whether known or unknown, against CodyRouter and its Representatives relating to the risks set forth in this Section 13.
14. Suspension, Modification, and Termination
14.1 By You. You may stop using the Services and close your account at any time. Termination does not entitle you to a refund of any Credits or other amounts paid.
14.2 By Us. We may modify, suspend, restrict, or terminate the Services (in whole or in part), your account, or your access to any Approved Provider or Third-Party Model, at any time, with or without notice, for any reason or no reason, in our sole discretion.
14.3 Effect of Termination. Upon termination of your access, your right to use the Services immediately ceases, any unused Credits are forfeited (except to the extent expressly required to be refunded by Applicable Laws), and any provisions of these Terms that by their nature should survive (including Sections 4, 5, 6, 7, 10, 11, 12, 13, 15, 16, and 17) will survive.
14.4 Modifications to Terms. We may revise these Terms from time to time. The revised Terms will become effective on the date posted at the top of the Terms, or on such later date as we may specify. Your continued use of the Services after the effective date constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Services.
15. Governing Law; Arbitration; Class-Action Waiver
15.1 Governing Law. These Terms, and any dispute, controversy, claim, or difference of any kind whatsoever arising out of or relating to these Terms or the Services (including their existence, validity, interpretation, performance, breach, or termination, or any non-contractual obligation arising out of or relating to them) (each, a "Dispute"), shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region, without giving effect to any conflict-of-laws principles that would require the application of the laws of another jurisdiction.
15.2 Arbitration. Any Dispute shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law governing this arbitration agreement shall be the laws of Hong Kong. The seat of arbitration shall be Hong Kong. The arbitral tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English. The arbitral award shall be final and binding on the parties.
15.3 Class-Action Waiver. The parties agree that any Dispute shall be brought solely on an individual basis and not as a plaintiff or class member in any purported class, collective, consolidated, or representative action or proceeding. No arbitrator, court, or other adjudicator may consolidate or join more than one person's or party's claims, and may not otherwise preside over any form of consolidated, representative, or class proceeding. Any relief awarded to any one party cannot and shall not affect any other user of the Services.
15.4 Injunctive Relief. Notwithstanding Section 15.2, either party may seek interim, provisional, conservatory, or injunctive relief from a court of competent jurisdiction to prevent irreparable harm, without breach of this arbitration provision and without any waiver of the right to arbitrate the merits.
15.5 Confidentiality. The existence and content of any arbitration proceeding, and any award, shall be kept confidential by the parties, except as required by Applicable Laws or as necessary to recognize, enforce, or challenge an award.
16. Export Controls and Sanctions
You acknowledge that the Services may be subject to export-control, sanctions, and similar laws of various jurisdictions. You represent and warrant that your access to and use of the Services complies with all such laws, and that you will not export, re-export, transfer, or otherwise make the Services available, directly or indirectly, (a) to any Restricted Territory or any Sanctioned Person, or (b) for any end use prohibited by Applicable Laws. You will not submit any Input that requires an export license or other governmental authorization for release or transfer.
17. General Provisions
17.1 Entire Agreement. These Terms, together with the Privacy Policy and the Usage Policy (each incorporated by reference), constitute the entire agreement between you and CodyRouter regarding the Services and supersede all prior or contemporaneous agreements, communications, and understandings, whether oral or written.
17.2 Order of Precedence. In the event of any conflict between these Terms and any other agreement between you and CodyRouter (other than a written agreement that expressly identifies and supersedes these Terms), these Terms control.
17.3 Severability. If any provision of these Terms is held invalid or unenforceable, that provision shall be enforced to the maximum extent permitted, and the remaining provisions shall remain in full force and effect.
17.4 No Waiver. Our failure to enforce any provision of these Terms shall not constitute a waiver of that or any other provision.
17.5 No Assignment by You. You may not assign or transfer these Terms or any of your rights or obligations hereunder, by operation of law or otherwise, without our prior written consent. We may assign these Terms and any of our rights or obligations hereunder at any time, without notice or your consent.
17.6 No Agency. Nothing in these Terms creates any agency, partnership, joint venture, fiduciary, employment, or franchise relationship between you and CodyRouter. We are not your fiduciary, agent, broker, advisor, or representative, and we owe you no fiduciary duties.
17.7 No Third-Party Beneficiaries. Except as expressly set forth herein (including with respect to our Representatives in Sections 11 and 12 and any Approved Provider's right to enforce its Provider Terms), there are no third-party beneficiaries to these Terms.
17.8 Force Majeure. We shall not be liable for any failure or delay in the performance of the Services, or any loss or damage you may incur, due to any event or circumstance beyond our reasonable control, including without limitation any act of God, natural disaster, extreme weather, epidemic, pandemic, fire, flood, earthquake, war, civil unrest, terrorism, strike, labor dispute, embargo, sanction, governmental act, court order, internet outage, blockchain outage, telecommunications failure, hardware or software failure, or failure of any third-party service provider (including any Approved Provider).
17.9 Notices. We may provide notices to you by posting on the Services, by sending email to the address associated with your account, or by other means reasonably calculated to give actual notice. You must provide notice to us by email to [legal@codyrouter.com] (or such other address as we may designate).
17.10 Language. These Terms are drafted in the English language. Any translation is provided for convenience only and the English version controls in the event of any inconsistency.
17.11 Contact. Questions about these Terms may be directed to [legal@codyrouter.com].
Sigma16z Labs (Hong Kong) Limited
9/F, Amtel Building, 148 Des Voeux Road Central, Central, Hong Kong