Legal Documents

1. Agreement & Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between you and NewToken Labs, an unincorporated business activity (działalność nierejestrowana) operated by its founder ("we", "us", "our"). By creating an account, making any API call, or otherwise using the NewToken platform (the "Service"), you irrevocably accept these Terms in full. If you do not agree, immediately cease all use of the Service.

If you use the Service on behalf of an entity, you represent and warrant that you have full authority to bind that entity. The entity and you are jointly and severally liable for all obligations arising under these Terms.

2. Nature of the Service — Routing Infrastructure Only

The Service is an API gateway and routing platform. We provide a unified, OpenAI-compatible interface to third-party machine-learning models. WE DO NOT HOST, TRAIN, OWN, SERVE, OR CONTROL ANY MODEL. Your requests are routed to independent upstream providers ("Upstream Providers") such as OpenAI, Anthropic, Google, DeepSeek, Alibaba, xAI, Mistral, Meta, Z.ai, Moonshot AI, MiniMax, NVIDIA, and others.

We sell access to our gateway software and operational infrastructure — not model inference. Any fees associated with underlying compute are passed through on the Upstream Provider's terms. We are an independent intermediary and are not an agent, partner, reseller, affiliate, or representative of any Upstream Provider unless expressly stated in a signed written agreement.

3. Third-Party Model Disclaimers

Model identity. Model names, versions, descriptions, benchmarks, and parameter counts displayed in the catalog are declared by Upstream Providers and passed through substantially as provided. A MODEL MAY NOT BE WHAT ITS NAME OR DESCRIPTION CLAIMS TO BE. We make no representation or warranty regarding model authenticity, accuracy, capability, safety, or fitness for any purpose.

Output quality. Model outputs may be inaccurate, incomplete, biased, offensive, harmful, unlawful, or unsuitable for your purpose. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, VALIDATING, AND APPROVING ALL OUTPUTS BEFORE RELIANCE. Nothing produced by a model constitutes advice, recommendation, or endorsement from us.

Availability. Upstream Providers may experience outages, rate limits, capacity constraints, deprecations, policy changes, or interruptions without notice. Any model may become temporarily or permanently unavailable at any time. We have no obligation to maintain availability of any model or route.

Variability. Response times, costs, and outputs vary by provider, region, time of day, load, and configuration. Identical requests may return different results at different times.

4. Pricing, Billing & Credits

Pricing displayed in the catalog reflects rates currently configured in our gateway per 1M input/output tokens. Prices are indicative, subject to change at any time without notice, and the rate applied at request time governs billing.

Usage is metered by the Upstream Provider's reported token counts and usage metadata, which we treat as final and authoritative for billing purposes. You waive any right to dispute metering based on the Upstream Provider's records.

Failed, partial, truncated, or error responses may still incur upstream compute costs. We charge for tokens actually processed by the Upstream Provider regardless of response quality or completeness.

Credits are non-transferable, non-refundable except where required by applicable law, and expire if unused within twelve (12) months of purchase. We reserve the right to adjust credit balances to correct billing errors.

5. Acceptable Use

You agree not to use the Service to: (a) violate any applicable law, regulation, or third-party right; (b) generate or distribute illegal, harmful, deceptive, defamatory, harassing, or infringing content; (c) misrepresent AI output as human work where disclosure is legally required; (d) probe, scan, attack, disrupt, or reverse-engineer the Service or any Upstream Provider's infrastructure; (e) resell access without a written agreement; (f) circumvent rate limits, quotas, or access controls; (g) make automated requests that evade an Upstream Provider's terms; (h) use keys or accounts you are not authorized to use.

You must comply with each Upstream Provider's acceptable-use and usage policies. Violation is grounds for immediate suspension or termination without refund.

6. Data & Privacy

To serve requests, we transmit your prompts and request data to the relevant Upstream Provider. Upstream Providers process that data under their own privacy and retention policies, which may differ materially from ours. DO NOT SEND PERSONAL, SENSITIVE, HEALTH, FINANCIAL, OR REGULATED DATA THROUGH THE SERVICE UNLESS YOU HAVE INDEPENDENTLY VERIFIED THAT THE APPLICABLE UPSTREAM PROVIDER'S TERMS PERMIT IT FOR YOUR USE CASE.

We do not use your request payloads to train models. See our Privacy Policy for details on data we collect directly.

7. Intellectual Property

Your content. Subject to these Terms and the applicable Upstream Provider's terms, you retain ownership of your prompts and outputs returned to you.

Provider marks. Model names, vendor names, logos, and brand marks belong to their respective owners and are displayed solely for identification and interoperability purposes under nominative fair use. Their display does not imply endorsement, sponsorship, partnership, certification, or affiliation.

Takedown. Rights holders may submit complaints to legal@newtoken.ai with proof of representation; we respond to valid notices in accordance with applicable law.

8. NO WARRANTIES

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, SECURITY, OR UNINTERRUPTED OPERATION. WE DISCLAIM ALL WARRANTIES REGARDING THE IDENTITY, QUALITY, SAFETY, CAPABILITIES, PERFORMANCE, OR AVAILABILITY OF ANY THIRD-PARTY MODEL. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES; IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, ARISING FROM OR RELATED TO THE SERVICE, ANY MODEL OUTPUT, OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US IN THE THREE (3) MONTHS PRECEDING THE CLAIM, OR (B) FIFTY U.S. DOLLARS (USD $50). THIS LIMITATION APPLIES REGARDLESS OF THE THEORY OF LIABILITY AND CANNOT BE WAIVED BY ORAL AGREEMENT.

NOTHING IN THESE TERMS LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

10. Indemnification

You will defend, indemnify, and hold harmless NewToken Labs and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Service; (b) your violation of these Terms; (c) content you generate, transmit, or store through the Service; (d) your violation of any Upstream Provider's policies or terms; (e) your infringement of any third-party intellectual property or other right; (f) your failure to comply with applicable laws or regulations.

11. Suspension & Termination

We may suspend or terminate your access to the Service at any time, with or without notice or cause, including if you breach these Terms, if an Upstream Provider blocks your traffic, or to protect the stability, security, or integrity of the Service. Upon termination, all prepaid credits are forfeited except where required by applicable law. You may stop using the Service at any time.

Sections 3, 5, 7, 8, 9, 10, 11, 12, and 13 survive termination.

12. Changes to Terms

We may update these Terms at any time. Material changes will be reflected in the "Last updated" date. Continued use after changes take effect constitutes acceptance. It is your responsibility to review these Terms periodically. We have no obligation to notify you of changes.

13. Governing Law & Dispute Resolution

These Terms are governed by the laws of the Republic of Poland, without regard to conflict-of-law principles. Any dispute arising from or relating to these Terms or the Service shall be resolved exclusively by the courts of Warsaw, Poland, without a jury. Nothing in this section limits either party's right to seek injunctive or equitable relief in any court of competent jurisdiction. Some jurisdictions do not allow the enforcement of choice-of-law or choice-of-forum clauses against consumers; in such cases, these provisions apply to the maximum extent permitted by applicable law.

14. Contact

Questions about these Terms: legal@newtoken.ai.