Legal / Terms of Service

Terms of Service

Last updated: 2026-09-14

#1. Acceptance of Terms

These Terms of Service ("Terms") govern the GPU-based AI model inference API services provided by a2sys Co., Ltd. (주식회사 에이투시스), a company established under the laws of the Republic of Korea, with its registered address at 2F, Twosun World Building, 221 Pangyoyeok-ro, Bundang-gu, Seongnam-si, Gyeonggi-do, Republic of Korea, and represented by Dongsoo Lee ("Company," "we," "us," or "our"), to the Customer defined below.

The Company supplies the Services to approved marketplaces and platforms, including OpenRouter, and does not sell inference services or credits directly to their end users. These Terms become binding when the Customer accepts them in writing or through an affirmative electronic acceptance process, or enters into an agreement incorporating them. Website publication or the routing of an end user's request does not, by itself, establish acceptance of these Terms by a marketplace or make that end user a purchasing Customer. The parties' agreement and the precedence of its documents are addressed in Section 17.3.

#2. Definitions

"Customer" means a marketplace or platform operator that the Company has authorized in writing to purchase and access the Services and that has accepted these Terms as described in Section 1. Its end users are not Customers merely because their requests are routed to the Services.
"Services" means the API-accessible GPU inference services supplied by the Company to the Customer, through which requests are submitted and responses generated by models hosted by the Company are returned.
"Inputs" means prompts, data, and other content submitted to the Services by or on behalf of the Customer.
"Outputs" means responses, completions, and other content generated by the Services in response to Inputs.
"Customer Content" means Inputs and Outputs, including content belonging to the Customer's end users or other rights holders.
"Request Metadata" means only the non-content request information enumerated in Section 3.1 of the Data Policy.
"Operational Records" means the non-content diagnostic and infrastructure administration records described in Section 3.3 of the Data Policy.
"Data Policy" means the Data Policy published by the Company, incorporated into these Terms by reference, including the Data Processing Terms in its Sections 6 through 13. Changes are subject to Section 15 of these Terms.
"Privacy Policy" means the English-language Privacy Policy published by the Company, which describes personal data processed by the Company for its own purposes, including the relevant Request Metadata and administrative records. Customer Content processed on the Customer's behalf is addressed by the Data Policy.
"Service Order" means an order form, pricing schedule, or other written or electronically accepted agreement identifying the Services, prices, or commercial terms agreed between the Company and the Customer.

#3. Description of Services

3.1 The Company provides access to generative machine learning models hosted on infrastructure it operates or controls. Outputs are generated by AI. Model availability, supported features, capacity commitments, and any service levels are specified in the applicable Service Order or provider agreement. General API documentation explains use of the Services; it does not create a price, capacity, or service-level commitment unless incorporated into the parties' agreement.
3.2 The Company will give the Customer at least 30 days' direct written notice of a material reduction in agreed functionality or withdrawal of an agreed model or endpoint. A shorter period may be used to address a legal requirement, loss of necessary model rights, discontinuation or unavailability of the underlying hardware, hosting, or upstream model distribution, or an urgent security threat, with notice and an explanation as soon as reasonably practicable. Changes must respect the applicable Service Order and Section 15. The Customer may terminate the affected Services before a material reduction takes effect without an early termination charge, with settlement under Section 14.4.
3.3 The documentation or Service Order made available to the Customer before use will identify the model licenses and use restrictions known to the Company. The Customer is responsible for reviewing the license text linked in the documentation. The parties will cooperate in communicating applicable model-use restrictions and legally required AI notices through the marketplace. Each party remains responsible for obligations applicable to its own role.

#4. Eligibility and Accounts

The Customer represents that its representative has authority to enter into the agreement and bind the Customer. The Customer must take reasonable measures to protect its credentials and promptly report suspected compromise. It is responsible for use by persons it authorizes and for unauthorized use to the extent caused by its failure to meet those obligations. It is not responsible for unauthorized activity to the extent caused by the Company's breach or security failure. The parties will cooperate in promptly revoking or replacing compromised credentials. Personal data of marketplace administrators and business contacts is processed under the Privacy Policy.

#5. Customer Content; License

5.1 As between the parties, the Company acquires no ownership rights in Inputs; those rights remain with their respective rights holders. To the extent the Company obtains any right, title, or interest in an Output by operation of law, it assigns that right, title, or interest to the Customer for itself or onward allocation to the appropriate rights holder under the marketplace's arrangements, subject to the applicable model license. This does not transfer rights the Company does not own. The Company does not warrant that Outputs are unique, eligible for intellectual property protection, or free of third-party rights.
5.2 The Customer grants, or will procure from the relevant rights holders, the limited, non-exclusive rights necessary for the Company to access, process, and transmit Customer Content solely to provide the Services, including generating and delivering Outputs and the transient processing described in the Data Policy. No right to train models, publish Customer Content, or use it for the Company's independent purposes is granted.
5.3 Storage, access, retention, and use of Customer Content are governed by Section 6 and the Data Policy. The Customer is responsible for securing the permissions needed to submit Inputs and receive and distribute Outputs, without representing that it owns content belonging to its end users.

#6. Zero Data Retention

6.1 The Company operates the Services on a zero data retention basis ("ZDR"): Customer Content is processed only transiently in volatile memory and is not written to persistent storage, logs, or databases. Intermediate inference state derived from Inputs may remain in volatile memory after a response and may be reused for subsequent requests as expressly described in Section 2.1 of the Data Policy. That disclosure explains the scope of transient caching; it does not authorize disclosure of Customer Content to other customers or waive confidentiality obligations.
6.2 The Company does not use Customer Content to train, fine-tune, evaluate, or otherwise improve any machine learning or artificial intelligence model, for itself or any third party.
6.3 ZDR applies to every model, endpoint, and feature supplied as part of the Services, including failed requests. Customer Content is excluded from local and centralized application, gateway, access, diagnostic, observability, and error logs, and from persistent dumps and backups. There is no exception allowing fragments of Customer Content to be logged for troubleshooting, quality assurance, or abuse investigations. Non-content access and diagnostic logs are deleted no later than 30 days after creation, as specified in the Data Policy; that period is not a retention period for Inputs or Outputs.
6.4 The Company retains Request Metadata and Operational Records only for the purposes and periods stated in the Data Policy. The separate schedules for billing records, infrastructure metrics, administrative audit records, and database backups do not permit retention of Customer Content. As between these Terms and the Data Policy, this Section controls any conflict concerning Customer Content or Request Metadata, subject to mandatory law and Section 17.3. The Company's commitments cover its processing and that of its engaged service providers; other processing independently performed by the marketplace is governed by the marketplace's own terms and policies.

#7. Acceptable Use

7.1 The Customer must not use the Services to violate applicable law, infringe third-party rights, generate unlawful content, violate an applicable model license or use restriction communicated under Section 3.3, or circumvent security or access controls. It must communicate applicable restrictions through its marketplace arrangements, require compliance by its authorized users, and take reasonable action on notified violations within its control. This does not make the Customer the owner of end-user content.
7.2 Where the Company reasonably believes, based on Request Metadata or other information available without inspecting Customer Content, that use violates Section 7.1 or threatens service security, integrity, or availability, it may block requests, suspend or rate-limit credentials, or take other proportionate technical measures. It will limit the scope and duration of restrictions to what is reasonably necessary and give the Customer notice and available reasons as soon as reasonably practicable. This clause does not authorize logging or inspecting Customer Content for that determination.
7.3 The Customer may seek review through the contact in Section 18 and provide relevant non-content information. The Company will promptly review the restriction and restore access when the grounds have been resolved. The parties will cooperate to address affected end-user activity while limiting disruption to other users.

#8. Fees and Payment

8.1 Fees, currency, taxes, invoicing, and payment terms are set out in the applicable Service Order or provider agreement. The applicable schedule must identify the token measurement and billing rules, including treatment of cached, failed, interrupted, or cancelled requests where relevant. General website pricing does not retrospectively change agreed charges.
8.2 Unless the applicable agreement specifies otherwise, invoices are payable within 30 days of receipt. The Customer must notify the Company of billing disputes promptly, provide reasonable particulars, and pay undisputed amounts when due. Billing disputes must be raised within 90 days of the invoice date; after that the invoice is deemed accepted except for manifest error or fraud. The parties will cooperate in reconciliation using non-content records; neither party is required by this clause to retain Customer Content.
8.3 The Company may suspend affected Services for undisputed amounts that remain overdue after written notice and at least 15 days to cure. Changes to agreed prices require the Customer's written or affirmative electronic agreement, except for changes under an adjustment mechanism already expressly agreed in a Service Order, or a price change made under this Section 8.3. The Company may change prices on at least 60 days' direct written notice; the Customer may terminate the affected Services without an early termination charge before the change takes effect, with settlement under Section 14.4. Responsibility for marketplace refunds, chargebacks, and end-user collection losses must be expressly allocated in the parties' agreement; end-user payment disputes do not by themselves alter the Customer's agreed payment obligations to the Company.

#9. Intellectual Property

Except for the limited rights expressly granted under these Terms, each party retains all right, title, and interest in and to its own intellectual property. Nothing in these Terms transfers ownership of the Company's software, infrastructure, or underlying models to the Customer.

#10. Confidentiality

10.1 Each party will protect the other party's non-public business, technical, and financial information disclosed in connection with the Services ("Confidential Information") with at least reasonable care and no less care than it uses for its own comparable information. Customer Content is Confidential Information regardless of whether it is marked confidential, including where its rights holder is an end user. The receiving party may use Confidential Information only to perform the agreement or exercise its rights consistently with the confidentiality and data-processing restrictions in the agreement.
10.2 Confidential Information excludes information the receiving party can demonstrate is lawfully public without breach, was already lawfully known without a confidentiality obligation, was independently developed without reference to the information, or was lawfully received from a third party without a confidentiality duty.
10.3 Disclosure is permitted to personnel, professional advisers, and authorized service providers who need access for a permitted purpose and are subject to appropriate contractual or professional confidentiality obligations. Access to Customer Content remains subject to the Data Policy. If disclosure is legally compelled, the receiving party will, where legally permitted, give advance notice, disclose only what is required, and reasonably cooperate with protective measures. This clause does not permit voluntary content retention inconsistent with Section 6.
10.4 These obligations continue during the agreement and for three years after termination. Trade secrets remain protected for as long as they qualify as such, and personal data obligations continue for as long as required by applicable law and the Data Policy. On request after termination, other Confidential Information will be returned or deleted, except for records required by law or necessary to establish or defend legal claims, which remain protected. Customer Content is governed by the stricter ZDR and termination provisions of the Data Policy and is not subject to this recordkeeping exception.

#11. Disclaimers

Except as expressly provided in these Terms, the Services are provided on an "as is" and "as available" basis, and, to the maximum extent permitted by applicable law, the Company disclaims all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Without limiting the foregoing, the Company does not warrant that the output of any open-weight or third-party model made available through the Services will be accurate, complete, reproducible, or free of bias, given the inherent non-determinism of such models, or that the Services will be uninterrupted or error-free. Nothing in this Section excludes or limits any warranty, condition, right, or liability that may not lawfully be excluded or limited, including under the Act on the Regulation of Terms and Conditions of the Republic of Korea.

#12. Limitation of Liability

12.1 Nothing in the agreement excludes or limits either party's liability for its willful misconduct, gross negligence, or fraud, including responsibility for its personnel and persons assisting performance to the extent provided by applicable law, or any liability that cannot lawfully be excluded or limited, including under the Act on the Regulation of Terms and Conditions of Korea. These Terms do not restrict a regulator's powers or a data subject's non-waivable statutory rights.
12.2 Subject to Section 12.1 and excluding fees due under Section 8, each party's aggregate liability arising out of or relating to the agreement, in contract, tort, or otherwise, will not exceed the fees paid or payable by the Customer to the Company for the Services in the twelve months immediately preceding the event giving rise to the claim, unless the parties expressly agree a different cap. This limitation applies to direct damages and indemnification, including covered defense costs, collectively.
12.3 Subject to Section 12.1, neither party is liable for indirect, incidental, special, consequential, or punitive damages. Loss of profits, revenue, data, or goodwill is excluded only to the extent it is an indirect or consequential loss. Direct losses, including reasonable and necessary direct incident-response and restoration costs, are not excluded solely because they relate to data or revenue, but remain subject to Section 12.2. This Section does not exclude third-party amounts otherwise covered by Section 13 merely because those amounts are consequential losses of the third party.
12.4 No disclaimer or limitation in these Terms negates the Company's express ZDR, confidentiality, or data-protection obligations. Their enforcement remains subject to this Section to the extent legally permitted.

#13. Third-Party Claims

13.1 Subject to Section 12, each party will defend and indemnify the other against third-party claims to the extent caused by its breach of the agreement or violation of applicable law. Covered amounts are reasonable defense costs and damages finally awarded or agreed in an authorized settlement. Responsibility is reduced to the extent the other party caused or contributed to the claim. Fines or penalties that cannot lawfully be indemnified are excluded. This clause does not create a warranty of model outputs or an indemnity for content or conduct for which the indemnifying party is not responsible.
13.2 The indemnified party must promptly give written notice of a claim. Delay relieves the indemnifying party only to the extent it is materially prejudiced. Reasonable defense costs are covered as incurred and count toward the applicable aggregate cap; a final judgment is not a prerequisite to the duty to defend.
13.3 The indemnifying party controls the defense and settlement using competent counsel, but may not admit fault on behalf of, impose a non-monetary obligation on, or fail to obtain a full release of the indemnified party without its prior written consent. Consent must not be unreasonably withheld or delayed. Where joint representation creates a material conflict, the parties will reasonably agree appropriate separate representation and the allocation of reasonable covered costs.
13.4 The indemnified party will provide reasonable cooperation and information at the indemnifying party's expense, subject to confidentiality, privilege, and the Data Policy. This does not require either party to create or retain Customer Content.
13.5 This Section provides the exclusive contractual procedure and remedy for defense and indemnification of the third-party claims it covers. That exclusivity does not extend to direct claims between the parties, injunctive or other interim relief, or non-waivable rights. No party may recover twice for the same loss.

#14. Term and Termination

14.1 The agreement takes effect on acceptance under Section 1 and continues until terminated or until the agreed term expires.
14.2 Unless a Service Order provides otherwise, either party may terminate for convenience on 30 days' direct written notice. Either party may terminate for a material breach that remains uncured for 30 days after written notice describing the breach. Termination may be immediate where continued performance would be unlawful or a material breach cannot reasonably be cured. Section 7 separately permits proportionate protective suspension where appropriate.
14.3 On termination, the Customer's right to access the affected Services ends. Sections 2, 5.1, 6, 8 through 13, 14.4, 16, and 17 survive to the extent necessary to give them effect. Processing and deletion after termination are governed by the Data Policy.
14.4 The parties will reconcile accrued charges and valid credits. The Company will return prepaid fees for Services not provided, after deducting accrued amounts and any amounts the Company is lawfully entitled to set off, within 30 days after the final reconciliation unless a different lawful settlement arrangement is expressly agreed. Amounts subject to a good-faith dispute may be withheld until the dispute is resolved. Termination does not waive claims already accrued or permit retention of Customer Content.

#15. Changes to the Agreement

15.1 The Company will post updated Terms and the Data Policy and give the Customer at least 30 days' direct written notice of material adverse changes, identifying their substance and proposed effective date. A material adverse change to the Customer's rights or obligations requires its affirmative written or electronic agreement; automated API traffic or silence is not such agreement. Changes reducing ZDR protections require express written agreement specifically identifying the reduction, including when proposed in a provider agreement or Service Order. A general precedence or incorporation clause is not sufficient consent to reduce ZDR.
15.2 If the Customer rejects a proposed material adverse change, the existing agreement continues unless the parties agree otherwise or either party terminates under Section 14. Changes required by mandatory law apply only to the extent and from the date required by that law, with notice as soon as reasonably practicable. Editorial clarifications that do not change rights, obligations, processing purposes, or protection levels may take effect on publication. Price changes are also subject to Section 8.3.

#16. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Republic of Korea, without regard to its conflict-of-laws principles. Subject to any applicable mandatory law, the Seoul Central District Court has exclusive jurisdiction as the court of first instance over any dispute arising out of or relating to these Terms.

#17. Miscellaneous

17.1 If a provision is unenforceable, the remaining provisions continue to the extent legally permitted.
17.2 Neither party may assign the agreement without the other's prior written consent, except in connection with a merger, acquisition, or transfer of substantially all relevant assets, provided the successor assumes the obligations and the assignment does not unlawfully diminish the other party's rights. The assigning party will give reasonable notice. Any transfer of personal data remains subject to applicable notice, transfer, and data-protection requirements; this clause is not consent to such a transfer.
17.3 The agreement consists of these Terms, the Data Policy, and the provider agreements, Service Orders, and amendments validly accepted by the parties, including electronic agreements. Individually agreed provisions prevail over standard provisions to the extent of an actual conflict. As between incorporated documents, a separately agreed data-protection or transfer instrument controls its subject matter, a provider agreement controls general negotiated terms, and a Service Order controls the agreed service scope and prices within those terms. These Terms and the Data Policy govern matters not otherwise agreed. Section 6 governs conflicts between these Terms and the Data Policy regarding Customer Content or Request Metadata. No precedence rule permits a reduction of ZDR without the specific agreement required by Section 15.1, or overrides mandatory law or non-waivable data subject rights. This agreement supersedes prior statements on the same subject, except obligations expressly preserved by the parties.
17.4 Contractual notices must be sent to the parties' designated business contacts. Notices to the Company may be sent to infra@a2sys.ai; the Customer must keep its designated contact details current. A website posting alone is not direct notice. An email known not to have been delivered is not effective notice.

#18. Contact

Questions about these Terms may be directed to:

a2sys Co., Ltd.
2F, Twosun World Building, 221 Pangyoyeok-ro, Bundang-gu, Seongnam-si, Gyeonggi-do, Republic of Korea
Email: infra@a2sys.ai

The same address receives general support inquiries.