Terms of Service

These terms are a contract between you and Neural Arc, Inc., a Delaware corporation, trading as ModelBeat. They apply from the moment you create an account, redeem a code, or send a request through the service, whichever happens first.

If you are agreeing on behalf of a company, you confirm you are authorised to bind it, and references to you in this document mean that company.

Two other documents form part of this agreement and are worth reading alongside it: the Privacy Policy, which covers the data we hold about you, and the Cookie Policy, which covers our websites. Where you process personal data through the gateway, the Data Processing Agreement applies and takes precedence over this document on that subject, and the Acceptable Use Policy sets out in full what the section below states in short form.

ModelBeat is a unified API gateway. It takes a request, selects a model capable of serving it, routes the request to that model's provider, absorbs provider failures where it can, and returns the response with the model, the provider, and the cost of the call attached.

The commitment we make is comparable quality at lower cost across mixed traffic, together with reliability and per request accounting. We do not promise that any individual request is served by the single best model available for it. Routing is a judgement made against capability, cost and policy, and it is made per request rather than per account.

ModelBeat runs in three shapes: a managed cloud endpoint, a licensed deployment inside your own environment, and a hybrid of the two. Where a licensed deployment is in use, the licence agreement governs the software itself and these terms govern anything you route through our managed endpoint.

You are responsible for everything done under your account, including by your team, your applications and your end users. Keep your credentials safe.

• Keys issued through ModelBeat are yours to manage. Issue them per team or per application, cap them, and revoke them when they are no longer needed.
• A revoked key stops working on the next request, not at the end of a billing period.
• Provider keys you supply stay where you issued them. In a licensed deployment we never receive them at all.
• Tell us promptly if you believe a key has been exposed. We will help you rotate it, but we cannot recover spend that has already been routed against it.

You must be old enough to enter into a contract in your jurisdiction, and you must not use the service if you are barred from doing so under applicable sanctions or export law.

ModelBeat routes to third party models, and each provider's own usage policy flows through to you for the requests it serves. On top of that, you and your end users must not use the service to:

• Break the law, infringe anyone's rights, or generate child sexual abuse material or other illegal content.
• Produce content the upstream provider serving the request prohibits.
• Reach another customer's data, exceed the scope your credentials grant, or attack the platform or the people running it.
• Send us payment card numbers, or other categories of data the service is not designed to receive. Payments are handled by Stripe and card details never reach our systems.
• Make fully automated decisions that have legal or similarly significant effects on people, without meaningful human oversight and the disclosures the law requires.
• Work around rate limits, billing, safety guardrails, or the routing policy in force on your account.
• Resell raw access to the gateway as a substitute for a provider account, unless we have agreed to it in writing.

The Acceptable Use Policy states the same prohibitions in operational detail, along with the data categories the gateway is not built to receive and the obligations that stay with you on regulated uses. Where the two differ, this section governs.

We may suspend access where we reasonably believe this section is being broken, and we will cooperate with lawful requests. Where suspension is not urgent we will tell you first and give you a chance to put it right.

Cloud is prepaid. You add funds to your account balance, held in US dollars, and each routed request draws it down. There is no seat charge and no monthly minimum, and no invoice arrives afterwards.

What your balance is

Money you have added in advance, held in US dollars. You top it up in the amounts you choose, and each routed request is charged against it. What a request costs depends on the model and the number of tokens in the call, priced as set out below.

How a call is priced

Against our per-token price table in force when the call was made, with input and output tokens priced separately. The amount charged is written to the ledger with the call and does not change afterwards, so a bill can be reconstructed later from the ledger itself.

Order of drawdown

Each request is charged to your balance when it settles. Promotional or bonus credit we add sits in the same balance, and the promotion says how it behaves.

Expiry

Funds you have added do not expire. Promotional and bonus credit expires only where the promotion says so.

Failures

A provider failure is not billed, and a fallback is never billed above what the original request reserved.

Caps

Virtual keys carry a request rate ceiling, enforced before the call rather than after it.

Payments are processed by Stripe. Taxes are yours where they apply. Unused balance is refundable at our discretion, up to the amount you actually paid us and less any amount already routed. Licensed deployments are quoted and invoiced separately under their own order form.

Prices change. A change applies only to calls made after it takes effect: a call already priced and settled keeps the amount it was charged. Where we change our own fees, we will give reasonable notice before the change takes effect.

The content of your requests and the responses to them belong to you. As between you and us, you keep whatever rights you have in what you send and what comes back.

We do not train models on your content, and there is no setting that turns that on. Prompt and completion content is processed to serve your request and is not retained by default. We record metadata about the call, such as which model ran, how many tokens it used and what it cost, because that is what billing and your own audit trail are built from.

How we handle personal data is set out in the Privacy Policy. Where you route personal data through the gateway, we act as your processor and the Data Processing Agreement governs that relationship.

You are responsible for having the right to send us what you send, and for telling your own users what you are doing with their data.

Requests are served by third party model providers. We select among them, we do not operate them, and we do not control their availability, their output, or the changes they make to their own models and policies.

A model may be withdrawn, deprecated, repriced or restricted by its provider with little notice. Where that happens, routing moves on. If you have pinned a specific model and it becomes unavailable, we will tell you, but we cannot keep serving something a provider has stopped offering.

Model output is generated rather than checked, and it can be wrong in ways that read as confident. Do not use it as the sole basis for a decision that matters without a human check appropriate to the stakes.

We work to keep the managed endpoint available and we build for provider failure rather than around it. We do not publish an availability figure for the Cloud service, and nothing on our website or in this document should be read as a service level commitment for it.

Where an order form or licence agreement states a service level, that document governs and this section does not cut it down.

Cloud support is by email during business hours at hello@neuralarc.ai. Licensed deployments include a named engineer.

We may need to take the service down for maintenance. Where the work is planned we will give notice; where it is urgent we will act first and tell you as soon as we can.

We keep all rights in ModelBeat: the gateway, the router, the console, the price tables, the model evaluation work behind the approved estate, the documentation, and the marks and design of this website. Nothing in these terms transfers any of it to you.

Subject to these terms, you get a non exclusive, non transferable right to use the service for the term of your account. You may not copy it, reverse engineer it, benchmark it for publication without our agreement, or use it to build a competing routing product.

If you send us feedback, we may use it without owing you anything for it. We will not identify you as its source without asking.

Each of us may learn things about the other that are not public. Neither of us will disclose the other's confidential information, or use it for anything outside this agreement, and each of us will protect it at least as carefully as we protect our own.

This does not cover information that is already public, that was already known without a duty of confidence, or that has to be disclosed by law. Where the law compels disclosure, the party compelled will tell the other first if it is allowed to.

We warrant that we will provide the service with reasonable skill and care, and that we have the right to enter into this agreement.

Beyond that, and to the fullest extent the law allows, the service is provided as is. We disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non infringement. We do not warrant that the service will be uninterrupted or error free, that routing will always select the model you would have selected, or that model output will be accurate, complete or suitable for your purpose.

Neither of us is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data or lost goodwill, even if we were told such losses were possible.

Each party's total liability arising out of this agreement is capped at the greater of the amounts you paid us in the twelve months before the event giving rise to the claim, or one hundred United States dollars.

These limits do not apply to your obligation to pay for what you have used, to either party's breach of the confidentiality section, to your indemnity below, or to any liability that cannot lawfully be limited, including death or personal injury caused by negligence, and fraud.

You will defend us against claims brought by a third party arising from your use of the service in breach of these terms, from content you send through it, or from your infringement of someone else's rights, and you will cover the damages and reasonable costs finally awarded.

We will tell you promptly about any such claim, give you control of the defence, and cooperate at your expense. You will not settle in a way that admits fault on our behalf without our agreement.

You can close your account at any time. There is no notice period and no exit fee, because there is nothing to exit: the balance is prepaid and there is no committed term unless you have signed one.

We may suspend or close an account that breaks the acceptable use section, that puts the platform or other customers at risk, or that we are required to act on by law. We may also close an account that has been dormant for a long period, after telling you first.

On termination, your right to use the service ends and your keys stop working. We will return unused balance up to what you actually paid us, where the closure was not caused by your breach. A refund never exceeds what was paid, so credit we granted you is not returned as cash. Records we are required to keep, including the credit ledger and the audit log, survive termination.

The service will change over time. Models enter and leave the approved estate, routing improves, and features are occasionally retired. Where we can avoid it, we will not remove a feature you depend on without notice.

We may update these terms. Where a change materially affects you, we will give notice before it takes effect, by email or in the console. Continuing to use the service after that date means you accept the updated terms. If you do not, you can close your account and ask for unused purchased credit back.

The date at the top of this page is when it last changed.

This agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict of laws rules, and the state and federal courts located in Delaware have exclusive jurisdiction. Nothing here removes a protection your local consumer law gives you where that law says it cannot be removed.

• If a provision is found unenforceable, the rest stays in force and that provision is read down to what is enforceable.
• Not enforcing something once does not waive the right to enforce it later.
• You may not assign this agreement without our written consent. We may assign it as part of a merger, acquisition or sale of assets.
• Neither of us is liable for failure caused by something genuinely outside our control.
• There is no partnership, agency or employment between us, and nobody outside this agreement has rights under it.
• This agreement, with any order form or licence agreement and the documents it refers to, is the whole agreement between us on this subject.

Questions about these terms go to hello@neuralarc.ai.

Entity

Neural Arc, Inc.

Trading as

ModelBeat

Registered

Newark, Delaware, United States

Also at

Pune, India