Terms of Service

These Terms of Service ("Terms") are the contract between you and us for the use of Tokentide: the website at tokentide.app, the dashboard, the documentation and SDKs, and the Tokentide API at https://api.tokentide.app/v1. The Acceptable Use Policy and the Refunds and Withdrawal policy form part of these Terms. Our Privacy Policy explains how we handle personal data.

1. Who we are#

The Service is provided by Pending: [Company legal name], a Pending: [legal form] established in Spain, with registered office at Pending: [registered office address], tax identification number (NIF) Pending: [NIF], registered with the Pending: [Registro Mercantil registration details] ("Tokentide", "we", "us" or "our"). You can contact us at support@tokentide.app. Our company details are also in the Imprint.

Tokentide is an independent service. It is not affiliated with, endorsed by or sponsored by Venice.ai. "Venice" and "DIEM" are trademarks of their respective owners; we use the name Venice only to identify the models and the API that our Service works with.

2. Definitions#

• Service: the Tokentide API, the dashboard, the market data endpoints, the SDKs, the documentation and any related service we provide.
• Customer or you: the person or organization that accepts these Terms. If you accept them on behalf of an organization, "you" means that organization.
• Consumer: a natural person who uses the Service for purposes outside their trade, business, craft or profession. Business customer: any other customer.
• End User: anyone who uses a product or service you build with the Service, or who otherwise uses the Service through your Account or API keys.
• Account: your Tokentide account.
• API key: a secret credential we issue to access the API: tt_live_ keys for the production Service and tt_test_ keys for our test environment.
• Request: a single call to the API. Admission: the moment we accept a Request for processing, after checking your key, balance, limits and price.
• Venice: Venice.ai, whose model API we use to run inference. Upstream provider: Venice and any third-party model provider whose model is served through Venice.
• Model: an AI model available through the Service. Private models are run by Venice with no retention of prompts or outputs (this includes TEE and E2EE models). Anonymized models are third-party models served through Venice without your identity, which you must enable expressly.
• List price: the price Venice publishes for a model and unit (for example, per million input or output tokens, per image, per character or per second of audio). List cost: the cost of a Request at list prices.
• Multiplier: the factor applied to the list cost to calculate your charge.
• Lane: the class of service of a Request: Standard (the default) or Low Tide (opt-in and best effort, see section 9).
• Tide table: the published schedule of Standard multipliers for each minute of a UTC day.
• Epoch: a UTC day, from 00:00:00 to 23:59:59 UTC. The daily reset (also called slack water) happens at 00:00 UTC.
• Balance: the amount in US dollars available in your Account to pay for Requests, made up of paid credit and promotional credit. Credits: units of that balance.
• Trust tier: the level (new, verified or trusted) that sets your usage limits, based on verification and payment history.
• Inputs: what you send to the Service (prompts, messages, files, images, audio and parameters). Outputs: what the models return. Together, Content.

3. Your agreement with us#

Who can use the Service#

• You must be at least 18 years old and able to enter into a binding contract.
• If you accept these Terms for a company or other organization, you confirm that you are authorized to bind it; that organization is then the Customer.
• You must not be subject to the sanctions or restrictions described in section 20.
• You can use the Service as a consumer or as a business customer. Some provisions apply only to consumers (for example, the right of withdrawal) or only to business customers (for example, the indemnity in section 18); this is stated where relevant.

How the contract is concluded#

The contract is concluded electronically, in these steps:

1. You create an Account and accept these Terms.
2. You create an API key in the dashboard.
3. You top up your balance by card, or set up automatic top-ups with a saved card (section 11). Each top-up is a separate purchase of credit. Before you pay a one-off top-up, you see the amount, any taxes and the payment method, and you can go back and correct any error. For automatic top-ups, you choose the amount, the threshold and any monthly maximum before you turn them on.
4. You send Requests, which are charged to your balance as described in section 8.

We confirm the creation of your Account and each top-up promptly by email; for card purchases, you also get a receipt and an invoice through Stripe. We keep a record of the version of these Terms you accepted. The current version is always available on this page, and you can ask us for earlier versions. The contract can be concluded in English or in Spanish (see section 26).

4. Accounts and API keys#

Your account#

• Give us accurate information and keep it up to date.
• Keep your sign-in methods secure. We recommend passkeys or two-factor authentication.
• You are responsible for what happens in your Account, including the actions of anyone you allow to use it.
• Tell us immediately at security@tokentide.app if you suspect unauthorized access.
• Don't create or use several Accounts to obtain extra trial credit, promotions or Low Tide allowances, or to avoid a suspension.

API keys#

• We show each API key only once, when you create it, and store only a cryptographic hash of it; we can't show it to you again.
• You are responsible for all Requests made with your API keys and for the resulting charges, unless the use results from our breach of these Terms.
• Keep your keys secret. Never put them in client-side code, in apps you distribute to others or in public repositories; call the API from your own servers.
• Use the controls available for each key, such as spend caps, a maximum multiplier, IP allowlists and an expiry date.
• Revoke a key immediately if it may have been exposed; revocation takes effect within seconds. We may suspend or revoke a key we believe is compromised, for example because it was published, and we'll tell you.
• tt_live_ keys access the production Service and are charged. tt_test_ keys, where we make them available, work only with our test environment, which doesn't run real models and never uses your production balance.

5. The Service#

What we provide#

The Service gives you access, through our own API, to AI models served by Venice, together with our pricing, billing, privacy controls, market data and tooling. The API is compatible with the OpenAI and Venice APIs, so in most cases you only need to change the base URL and the API key. Our documentation describes the endpoints and features we support and any differences from those APIs; we don't guarantee compatibility with every feature of third-party APIs. You only need an HTTPS client to use the Service.

Where data is processed and stored#

We receive and process your Requests in transit in the United States, on our hosting provider's servers (US East). All the data we store (account, billing and request metadata, and the ledger of your balance) is stored in the United States (AWS US East). Venice decides where inference runs, and it doesn't publish that location.

If you are in the European Economic Area, this involves an international transfer of personal data. Our Privacy Policy and, for business customers, our Data Processing Agreement describe the safeguards we rely on.

Models and availability#

• The models available are those in Venice's catalog that we choose to offer. We don't offer models whose primary purpose is adult content, and our image endpoints always run with Venice's safe mode on; you can't turn it off.
• Venice may add, change, deprecate or remove models at any time. We pass on Venice's deprecation notices and may stop offering a model.
• We never switch your Request to a different model unless you ask for it with the X-Tokentide-Fallback-Models header.
• Capacity is limited. We sell a limited amount of capacity each day; when it runs out, or when Venice limits our access, Requests may be refused until capacity is available again, for example after the daily reset. Refused Requests are not charged.
• Usage limits apply, for example to requests per minute, concurrent requests, spend velocity, request size and duration. Some depend on your trust tier. Limits restrict how much you can use; they never change the price you pay. Current limits are in our documentation.

Preview features#

Features marked as preview, beta or planned may change, be limited or be withdrawn, and may be less reliable than the rest of the Service.

6. Venice and upstream providers#

We run inference through Venice's API under our own agreement with Venice. Venice's terms set conditions for products built on its API, which we pass on to you in this section.

• You receive Tokentide's service, not Venice access. You don't obtain any Venice account, API key, credit or DIEM, or any right to use, access or claim them, and we never transfer them to you.
• Upstream terms apply to you. You must comply with Venice's Terms of Service and policies, and with the policies of the provider of any model you use, as they apply to end users of products built on their APIs. They are incorporated into these Terms by reference. If one of them is stricter than these Terms on a point that applies to your use, the stricter rule applies.
• We are responsible to you. We, not Venice or any upstream provider, are responsible to you for the Service under these Terms. These Terms don't create a contract between you and Venice or any upstream provider and, to the extent the law allows, you agree to direct any claim about the Service to us rather than to them.
• No warranties about upstream services. We give no warranty and make no commitment on behalf of Venice or any upstream provider, and nothing in these Terms, on our website or in our documentation is a warranty about the Venice API or any model. This doesn't affect the rights consumers have by law (see section 16).
• Upstream controls. Venice may restrict excessive or abusive use and may revoke or rotate our keys at any time. Venice's terms also allow it to monitor information transmitted through its service; on Private models, Venice retains no prompts or outputs. If Venice or an upstream provider restricts, suspends or ends our access, for all or part of the Service, we may limit or suspend the affected part of the Service, with notice whenever we can.
• If upstream access ends. If our access to Venice ends and we can't keep providing the Service, we may stop it. We'll tell you as early as we can and refund your unused paid balance, as described in the Refunds and Withdrawal policy.
• Your own End Users. If you make products built on the Service available to End Users, you must bind them to terms that protect us, Venice and upstream providers at least as much as these Terms and the Acceptable Use Policy do, and you remain responsible for their use.

7. Acceptable use#

You must use the Service in accordance with our Acceptable Use Policy. Among other things, it prohibits illegal content (with zero tolerance for child sexual abuse material), malware, fraud, spam, attempts to circumvent our limits, security or pricing rules, and sharing or reselling Tokentide capacity, credits or API keys.

You may build your own products and services that use the Service for your End Users. You may not resell or redistribute the Service itself, for example by offering access to our API, your keys or your credits to others.

8. Prices and Tide Pricing#

How the price is calculated#

For each Request, you pay its list cost multiplied by the multiplier locked at its admission:

charge = list cost × multiplier

• The list cost is based on what the Request actually used (tokens, images, characters, seconds of audio and so on), at Venice's list prices, including any add-ons Venice bills, such as web search. We use the cost Venice reports for the Request when it is available, and otherwise the usage multiplied by the list prices in effect at admission.
• Venice sets its list prices and may change them at any time. The list prices in effect when your Request is admitted apply to it.
• Prices are in US dollars and are charged to your balance. Taxes are charged when you top up (section 11), not on each Request.
• Each response states the multiplier applied (X-Tokentide-Multiplier) and, where the response format allows it, the list cost and the charge. Your usage and charges are also shown in the dashboard.
• You only pay for usage that Venice actually bills. Requests that Venice doesn't bill are never charged. If you cancel a Request or disconnect, you pay for what was processed until then.

The tide table#

• The Standard multiplier follows the tide table of the current Epoch: a published multiplier for each minute of the UTC day. During the day, the table never rises.
• The table for the next day is published at 12:00 UTC. Once published, it never changes.
• When demand outruns the capacity available, or Venice's rate limits are close to being reached, bounded surges may temporarily raise the multiplier above the table. Surges can only raise the multiplier, never lower it, and always stay within the cap.
• Cap: the multiplier never exceeds 0.90, so you always pay at least 10% less than the Venice list price.
• The Low Tide lane has its own, lower multiplier while it is open (section 9).
• Current and upcoming multipliers are on our pricing page and at GET /v1/market. See Lanes and pricing for details.

Price lock#

The multiplier is locked when your Request is admitted and applies to the whole Request, even if the tide changes while it runs.

Requests across the daily reset#

If a Request might still be running after the daily reset at 00:00 UTC, we price it at the higher of the current multiplier and the next day's opening multiplier (which is already published) and count it in the next Epoch. The response tells you when this happens (X-Tokentide-Cross-Epoch: true). To avoid it, lower the maximum output length of the Request or set a maximum multiplier: the Request is then refused instead. Around the reset, some prepaid endpoints, such as image generation, may be unavailable for a short time and answer with 503 and a Retry-After header.

Quotes#

A quote (POST /v1/market/quote) locks a multiplier for a specific Request for 60 seconds. A quote never extends past the daily reset.

Price and cost caps#

You can set limits on each Request: with X-Tokentide-Max-Multiplier we never charge more than the multiplier you set, and with X-Tokentide-Max-Cost-USD we refuse the Request if its worst-case charge is higher than the amount you set. A Request that would exceed your limit is refused with 409 and not charged. You can also set daily, weekly and monthly spend caps per key and per Account in the dashboard.

Prices are not personalized#

At any given moment, every customer pays the same multiplier for the same lane and model. We don't set prices based on your identity, location, behaviour or profile. Trust tiers, rate limits, caps and Low Tide allowances are access rules: they can limit how much you use, but never the price per unit.

9. Low Tide (best effort)#

Low Tide is an optional lane that sells, at a lower multiplier, capacity that would otherwise go unused.

• Opt-in. A Request uses Low Tide only if you ask for it, with the X-Tokentide-Lane: lowtide header or with an API key whose default lane is Low Tide.
• Non-streaming only. Streaming Requests can't use Low Tide.
• Best effort. Low Tide has the lowest priority and no latency or availability target. It may be closed, or refuse Requests, at any time: for example, when there is no spare capacity, near the daily reset or under congestion (409 lowtide_closed, 409 lowtide_cap_reached or 429).
• Never charged when refused. A refused Low Tide Request costs nothing. If you send X-Tokentide-Lowtide-Fallback: standard, it goes to the Standard lane instead and is charged at the Standard multiplier.
• Caps and allowance. Low Tide use is limited by hourly caps and by a daily allowance per Account that grows with your use of the Standard lane. Each person or organization may have only one allowance: creating or using several Accounts to obtain more is prohibited, and we may link Accounts that appear to belong to the same person or organization (see our Privacy Policy).

See Lanes and pricing for the current caps and the opening forecast.

10. Balance and credits#

Paid credit#

• When you top up, we add the amount you paid, excluding taxes, to your balance in US dollars, at face value. The market price applies only when you use the credit, so the time of your top-up doesn't change what you pay.
• Paid credit is used before promotional credit.
• Before forwarding a Request, we reserve its worst-case charge, so your balance never goes negative. If a Request ends up costing more than the amount reserved, we charge the difference up to your available balance.
• Part of your balance may be reserved for Requests in progress, or set aside for a short time so that we can admit your Requests quickly; it is still yours.
• We never confiscate paid credit because an Account is inactive (see Inactive balances).

Promotional credit#

Promotional credit includes trial credit, bonus credit and goodwill credit. Unless the offer says otherwise, promotional credit:

• is used after your paid credit;
• can't be refunded, transferred or exchanged for cash;
• expires 12 months after it is granted; and
• may be subject to eligibility conditions, for example one trial per person, granted after you verify your email address and register a passkey.

We may cancel promotional credit obtained in breach of these Terms (for example, through several Accounts) and the bonus linked to a top-up that is withdrawn, refunded or disputed.

Closed-loop credits#

Credits are a prepayment for Tokentide services:

• they can only be used to pay for Tokentide services;
• they can't be transferred to another Account or person, and you may not sell, trade or rent credits, API keys or Accounts;
• they can't be redeemed for cash, earn no interest and are refunded only as set out in our Refunds and Withdrawal policy; and
• they are not electronic money, a deposit or a financial instrument.

11. Payments#

Card payments through Stripe#

Stripe processes every card payment. We sell one-off card top-ups, which you pay on Stripe's hosted checkout page, ourselves, unless we sell them through Stripe Managed Payments at the time of your purchase. The checkout page and the receipt and invoice you receive show who the seller is. Each payment keeps the treatment it was sold under, even if we later change how we sell card payments.

• Sold by Tokentide. Unless the checkout page says otherwise, we are the seller and Stripe processes the payment for us. Stripe Tax calculates the tax for your location, and Stripe emails you a receipt and a tax invoice issued on our behalf. In this case, consumers in countries where we are not registered for VAT, such as the United Kingdom, may not be able to pay by card.
• Sold by Stripe as merchant of record. If a top-up is sold through Stripe Managed Payments, Stripe is the merchant of record: Stripe is the legal seller of that purchase. Your contract for that purchase (the payment, taxes, the receipt or invoice, and the purchase-related matters that Stripe handles as seller) is with Stripe, under the Stripe terms shown at checkout. Stripe calculates, collects and remits VAT or sales tax and issues the receipt and invoice. As merchant of record, Stripe may refund the purchase within 60 days of the purchase. If it does, we immediately remove the corresponding unused credit from your balance (see Refunds made by Stripe).

Whoever sells a top-up, the credit is added to your Tokentide balance, its use is governed by these Terms and we remain responsible to you for the Service. Automatic top-ups are always sold by us (see Saved cards and automatic top-ups).

• Card top-ups start at $10. The maximum per purchase depends on your trust tier and is $1,000 for new Accounts, which also have a daily limit. The first card top-up may require 3D Secure authentication.
• You pay on Stripe's hosted checkout page. We never see or store your full card details.
• Depending on your country, you can pay by card, Link, Apple Pay or Google Pay.
• We don't charge surcharges for any payment method. Your bank may charge currency conversion fees.

Saved cards and automatic top-ups#

You can save one card and use it for automatic top-ups, which add credit whenever your balance drops below a threshold you choose. These features are available only to eligible Accounts (for example, not to new Accounts) and may not be available to consumers in countries where we are not registered for VAT; the dashboard shows what is missing.

• Your card. You enter it on Stripe's hosted page, and Stripe stores it. We never see or store your full card details; we keep its brand, last four digits and expiry date to show it to you. You can have one card on file: saving a new card replaces the previous one, which is removed from Stripe.
• Your authorization. By saving a card and turning on automatic top-ups, you authorize us to charge that card for the automatic top-ups you set up (the amount of each top-up, the balance threshold that triggers it and any monthly maximum you set), until you turn automatic top-ups off or remove the card. Each automatic top-up is a separate purchase of credit sold by us: Stripe charges your saved card without further action from you, and Stripe Tax calculates the tax for your location.
• Limits. Each automatic charge is between $10 and $1,000 and at least your threshold. We make at most 10 automatic charges per UTC day, at least 10 minutes apart, and never charge more than your monthly maximum, if you set one.
• Notices. We email you when automatic top-ups are turned on, changed or turned off, when a card is saved, after each charge (with a link to its receipt and invoice), and when a charge fails or your bank asks you to confirm it.
• How to stop. You can turn automatic top-ups off, or remove the card, in Billing at any time, with immediate effect. To change the card, use "Replace card" in Billing. Stripe's billing portal, where you can manage your invoices, billing address and tax IDs, doesn't let you add or change cards.
• Pauses. Automatic top-ups pause, for example, after repeated failed charges or a decline that can't succeed on retry, when the daily or monthly limit is reached, when you ask for a refund of a top-up or withdraw from one, or when your saved card changes outside Tokentide. Depending on the reason, they resume by themselves, or after you replace the card or review and save the settings again, as described in our documentation. Removing the card, in Billing or in Stripe, turns automatic top-ups off.

Taxes and invoices#

• Card: for a top-up sold by Stripe as merchant of record, Stripe adds the applicable taxes at checkout and issues the receipt and invoice. For a top-up sold by us, including every automatic top-up, Stripe Tax calculates the tax for your location, the tax is added to the amount you pay, and Stripe issues the receipt and tax invoice on our behalf.
• Requests are charged to your balance, which is already net of taxes; no further tax is added per Request.
• You are responsible for any other taxes or duties that apply to you and that we are not required to collect.

Chargebacks#

Please contact us before disputing a card payment: it is usually faster. If you open a dispute or chargeback, we freeze spending of the disputed amount and deduct the dispute fee charged to us from your balance; both are shown in Billing. If the dispute is resolved in our favour, we restore the frozen credit and any part of the fee that is returned to us. Repeated disputes lead to the Account being closed.

12. Refunds and withdrawal#

Our Refunds and Withdrawal policy sets out the full rules. In summary:

• EU consumers can withdraw from each top-up within 14 days. At checkout (for automatic top-ups, when you turn them on) you expressly ask us to start providing the service immediately and acknowledge that you lose the right of withdrawal for the credit you use. If you withdraw within 14 days, we refund the unused part of that top-up within 14 days. The withdrawal button is on the Billing page of the dashboard.
• Voluntary refunds: you can ask for a refund of unused paid credit within 30 days of the deposit, to the original payment method.
• For card purchases sold by Stripe as merchant of record, Stripe may also refund the purchase within 60 days.
• Asking for a refund or withdrawing from a top-up pauses automatic top-ups until you review and save their settings again.
• Promotional and bonus credit is not refundable.
• Requests that Venice didn't bill are never charged, and if we charge one by mistake, we credit it automatically.
• Chargebacks are handled as described in section 11.

13. Privacy and data protection#

Zero data retention, guaranteed on Private models. We never store your prompts, inputs, files, images, audio or outputs, on any endpoint. On Private models, Venice retains nothing either. Anonymized models (third-party models served through Venice, such as Claude, GPT or Gemini models) are opt-in: their provider sees your Content and may retain it under its own policy, without your identity.

• We store only the account, billing and request metadata described in our Privacy Policy, in the United States, with the transfer safeguards described there.
• If you are a business customer and your Inputs contain personal data of other people, you are responsible for having a legal basis and for informing them. We offer a Data Processing Agreement under which we act as your processor.
• Don't include special categories of personal data or other sensitive data in Requests unless you are allowed to and it is necessary, and prefer Private models for any personal data.
• See also Privacy and zero data retention.

14. Availability and support#

• We work to keep the Service available and fast but, unless we agree a service level in writing, we don't guarantee any particular availability, latency or capacity.
• The Service depends on third parties, such as Venice and our hosting providers, and their outages affect it.
• We may carry out maintenance. Where possible, we announce planned maintenance that may affect you in advance on our status page.
• The status of the API, each endpoint family and Venice is shown on the status page (status.tokentide.app).
• Support is provided by email at support@tokentide.app, in English or Spanish.

15. Suspension and termination#

Closing your account#

These Terms apply for an indefinite period. You can stop using the Service at any time and close your Account in the dashboard settings or by writing to support@tokentide.app. Before closing it, use your balance or ask for any refund you are entitled to. Closing your Account doesn't affect refund rights you already have.

Suspension or termination by us#

We may suspend or limit your access to the Service, in whole or in part (for example, a key, a lane or a payment method), or terminate these Terms, if:

• you seriously or repeatedly breach these Terms or the Acceptable Use Policy;
• the law, a court or a competent authority requires it;
• there is a security risk or a reasonable suspicion of fraud, including payment risk signals;
• a payment is disputed or reversed;
• Venice or an upstream provider requires it, or restricts our access; or
• your use puts the Service, other customers or our upstream access at risk.

Our response is proportionate and usually graduated (warning, rate cap, suspension, termination), but we may act immediately in severe cases, such as child sexual abuse material, serious security threats or sanctions. Unless the law or security reasons prevent it, we'll tell you the reasons and how to contest the decision; a person reviews every suspension or termination you contest. Apart from the case described in section 6, we may also stop offering the Service, or terminate these Terms for convenience, with at least 30 days' notice.

What happens to your balance#

• If we terminate without fault on your part, including when we stop the Service or our upstream access ends, we refund your unused paid balance to your original payment method.
• If we terminate because of your breach, we may deduct from your unused balance the amounts you owe us (for example, dispute fees, or the value of credit you used that was later refunded or charged back). We refund the rest of your unused paid balance unless the law prevents it (for example, sanctions or an order of a court or authority).
• Promotional credit ends when the Account is closed.

16. Warranties and disclaimers#

• We provide the Service with reasonable skill and care.
• Outputs are generated by AI models operated by third parties. They may be inaccurate, incomplete, out of date, biased or offensive, and may be similar to outputs given to others. They are not professional advice. You are responsible for evaluating Outputs before relying on them, including through human review where appropriate, and for how you use them, especially in decisions that affect people.
• We make no warranty about Venice, upstream providers, models or Outputs (see section 6).
• If you are a business customer, to the fullest extent permitted by law, the Service is provided "as is" and "as available", and we exclude all implied warranties and conditions, including those of merchantability, fitness for a particular purpose and non-infringement.
• If you are a consumer, you keep all the rights the law gives you, including the legal guarantee of conformity of digital services under the Spanish consumer protection law (TRLGDCU); nothing in these Terms limits them.
• If you build AI products for others, you are responsible for complying with the rules that apply to you, such as informing people that they are interacting with an AI system, or that content is AI-generated, where the EU AI Act (Regulation (EU) 2024/1689) requires it.

17. Limitation of liability#

If you are a business customer#

To the fullest extent permitted by law:

• we are not liable for indirect or consequential loss, or for loss of profits, revenue, business, goodwill or data, or the cost of substitute services; and
• our total liability arising out of or in connection with these Terms is limited to the amounts you paid for credit (to us or, for purchases it sold as merchant of record, to Stripe), net of refunds, in the 12 months before the event giving rise to the claim.

If you are a consumer#

We are liable for loss or damage you suffer that is a foreseeable result of our breach of these Terms or of our failure to use reasonable care and skill. We are not liable for loss or damage that was not foreseeable when the contract was concluded, or for business losses, because we provide the Service to consumers for private use only. Your statutory rights are not affected.

Liability we never limit#

Nothing in these Terms excludes or limits liability for wilful misconduct (dolo) or gross negligence (culpa grave), for death or personal injury caused by negligence, for fraud, or any other liability that cannot be excluded or limited under applicable law, including mandatory consumer and data protection law.

We are not responsible for delays or failures caused by events beyond our reasonable control, such as natural disasters, large-scale network failures or outages of Venice or of our hosting providers that we could not reasonably avoid. We'll do what we reasonably can to limit their effect.

18. Indemnity (business customers)#

If you are a business customer, you will defend and indemnify us and our directors and employees against third-party claims, and the resulting damages, fines and reasonable costs (including reasonable legal fees), arising from your Content, your use of Outputs, your End Users' use of the Service or of your products, your breach of these Terms, the Acceptable Use Policy or the upstream terms in section 6, or your violation of any law or third-party right. We'll notify you promptly of any such claim, let you control its defence and cooperate with you at your expense; you may not settle a claim in a way that admits fault on our behalf or imposes obligations on us without our consent. This section doesn't apply to consumers.

19. Intellectual property#

• Your Content. As between you and us, you keep all rights in your Inputs and, to the extent any rights exist in them, you own your Outputs, subject to the upstream terms in section 6 and to applicable law. We claim no rights in your Content. You give us a limited, worldwide, royalty-free licence to process your Content only as needed to provide the Service to you, in transit and without storing it, except where you enable an opt-in feature that stores it as described in our Privacy Policy. You are responsible for having the rights needed for your Inputs.
• Outputs may not be unique. Models may produce similar Outputs for other users, and Outputs may not be protected by intellectual property rights.
• Our Service. We and our licensors own the Service, including its software, SDKs, documentation, website and market data, and the Tokentide name and logo. We give you a limited, non-exclusive, non-transferable and revocable right to use the Service under these Terms. Our SDKs are licensed under the licence that accompanies them. You may not copy, modify or reverse engineer the Service except as the law expressly allows.
• Feedback. If you send us suggestions or feedback, we may use them freely and without any obligation to you.

20. Export controls and sanctions#

• You confirm that you are not located, resident or organized in a country or territory subject to comprehensive sanctions, and that you are not on, or owned or controlled by anyone on, a sanctions list of the European Union, the United Nations, the United Kingdom or the United States (including the OFAC SDN list).
• You will comply with applicable export control and sanctions laws, including Regulation (EU) 2021/821 on dual-use items, and you won't use the Service for a prohibited end use, such as the development of weapons of mass destruction.
• We and our payment providers screen payments. We may refuse, freeze or report payments, refunds or balances when the law requires it.
• If you breach this section, we may suspend your Account immediately.

21. Changes to the Service and to these Terms#

• Changes to the Service. We may change, add or remove features, endpoints and models. Changes caused by Venice or another provider may take effect immediately. If a change has more than a minor negative impact on you, we'll tell you in advance whenever possible and, if you are a consumer, you may end the contract free of charge within 30 days of the change and get your unused paid balance refunded.
• Changes to these Terms. We may update these Terms for legal, regulatory, security, upstream or product reasons. We'll notify material changes at least 30 days before they take effect, by email or in the dashboard. If you are a consumer and don't accept a change, you can end the contract free of charge before it takes effect and we'll refund your unused paid balance. If you are a business customer, continuing to use the Service after the change takes effect means you accept it. Changes required by law or by urgent security needs may take effect sooner, and changes that don't affect you negatively (such as clarifications) may take effect when published.
• Daily prices. Tide tables and multipliers change every day as described in section 8; that is how the Service works, not a change to these Terms. The rules in section 8, including the 0.90 cap, only change under this section.

22. Assignment and subcontracting#

• You may not assign or transfer your rights or obligations under these Terms, or your Account, without our written consent.
• We may transfer these Terms to a company in our group or to a successor in a merger, acquisition or transfer of all or part of our business, provided your rights are not reduced. We'll tell you in advance and, if you object, you may close your Account and get your unused paid balance refunded.
• We use subcontractors, such as Venice and our hosting and payment providers, to provide the Service. We remain responsible to you for the Service.

23. Notices#

• We send notices to the email address of your Account or through the dashboard.
• You can send us notices at support@tokentide.app or by post to our registered office (section 1). Send security reports to security@tokentide.app, privacy matters to privacy@tokentide.app and abuse reports to abuse@tokentide.app.

24. Complaints#

If something went wrong, write to support@tokentide.app with your Account email address and, if relevant, the request ids (X-Request-Id). We keep a record of every complaint and answer within one month at the latest. If you are a consumer, you can also contact the consumer protection authorities where you live. Consumer alternative dispute resolution entity we adhere to: Pending: [ADR entity, if any].

25. Governing law and jurisdiction#

These Terms are governed by Spanish law.

• Consumers: this choice of law doesn't deprive you of the protection of the mandatory consumer law of the country where you habitually reside. You can bring proceedings in the courts of your place of residence, and we can only bring proceedings against you there.
• Business customers: the courts of Pending: [city], Spain, have exclusive jurisdiction.

26. Language versions#

These Terms are available in English and in Spanish, and you can accept them in either language. Which version prevails if they differ is pending confirmation by counsel: Pending: [prevailing language version].

27. General#

• Entire agreement. These Terms, the Acceptable Use Policy, the Refunds and Withdrawal policy and, where signed, the Data Processing Agreement and any other written agreement with us form the entire agreement between you and us about the Service.
• Severability. If a court finds part of these Terms invalid, the rest remains in force.
• No waiver. If we don't enforce a right immediately, we don't give it up.
• Survival. Provisions that by their nature continue after the contract ends (such as those on payments, refunds, liability and governing law) continue to apply.
• Third parties. Nobody other than you and us has rights under these Terms, unless the law provides otherwise.

28. Contact#

• Support and general questions: support@tokentide.app
• Privacy: privacy@tokentide.app
• Security: security@tokentide.app
• Abuse reports: abuse@tokentide.app
• Post: Pending: [Company legal name], Pending: [registered office address], Spain