TERMS OF SERVICE

1. DEFINITIONS

1.1 Definitions

For purposes of these Terms:

• "MegaLLM," "we," "us," or "our" refers to Ghostlytics Payments Private Limited, operating the MegaLLM service.
• "Service" refers to MegaLLM's unified API gateway, including all features, tools, APIs, documentation, and related services accessible at megallm.io and ai.megallm.io.
• "You," "your," or "User" refers to the individual or entity accessing or using the Service.
• "Account" means your MegaLLM user account.
• "API" means the application programming interface provided by MegaLLM.
• "API Key" means the unique authentication credential issued to you for accessing the Service.
• "Content" means any data, text, information, code, or other materials.
• "Input" or "Prompt" means any Content you submit to the Service for processing.
• "Output" or "Completion" means any Content generated by AI models through the Service in response to your Input.
• "Credits" means the prepaid balance in your Account used to pay for Service usage.
• "Model Provider" means third-party AI model providers whose models are accessible through the Service (including but not limited to OpenAI, Anthropic, Google, Meta, and others).
• "Documentation" means MegaLLM's technical documentation, guides, and specifications available at docs.megallm.io or similar locations.

2. ACCEPTANCE OF TERMS

2.1 Agreement to Terms

By creating an Account, accessing the Service, or using any part of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms, along with our Privacy Policy (available at megallm.io/privacy), which is incorporated by reference.

2.2 Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by:

• Posting the updated Terms on our website with a new "Last Updated" date
• Sending email notification to the address associated with your Account at least 30 days before the changes take effect

Your continued use of the Service after the effective date of the revised Terms constitutes your acceptance of the changes. If you do not agree to the modified Terms, you must stop using the Service and may terminate your Account as described in Section 14.

2.3 Additional Terms

Certain features or services may be subject to additional terms and conditions, which will be presented to you at the time you access those features or services. Those additional terms are incorporated into these Terms by reference.

3. ELIGIBILITY AND ACCOUNT REGISTRATION

3.1 Age Requirement

You must be at least 18 years old or the age of majority in your jurisdiction (whichever is older) to use the Service. By using the Service, you represent and warrant that you meet these age requirements.

3.2 Account Registration

To access the Service, you must create an Account by providing accurate and complete information, including:

• Valid email address
• Full legal name (individual) or business name (entity)
• Payment information (for paid services)
• Any other information required during registration

3.3 Business Accounts

If you are registering an Account on behalf of a company, organization, or other legal entity:

• You represent and warrant that you have the authority to bind that entity to these Terms
• References to "you" in these Terms refer to both you as an individual and the entity you represent

3.4 Account Security

You are responsible for:

• Maintaining the confidentiality of your Account credentials, including your password and API Keys
• All activities that occur under your Account, whether or not authorized by you
• Notifying us immediately at security@megallm.io if you believe your Account has been compromised or accessed without authorization
• Using strong, unique passwords and implementing additional security measures (such as two-factor authentication when available)

3.5 Account Accuracy

You must:

• Provide accurate, current, and complete information during registration
• Promptly update your Account information if it changes
• Not provide false or misleading information

3.6 One Account Per User

You may not create multiple Accounts to circumvent usage restrictions, billing requirements, or any other limitations. We reserve the right to terminate duplicate Accounts without notice.

3.7 Account Transfer

You may not transfer, sell, or otherwise assign your Account or API Keys to any third party without our prior written consent.

4. SERVICE DESCRIPTION

4.1 Service Overview

MegaLLM provides a unified API gateway that enables you to access multiple large language models (LLMs) and AI models from various Model Providers through a single API interface. The Service includes:

• Unified API Access: Access to 70+ AI models from multiple providers through a single, OpenAI-compatible API
• Smart Routing: Automatic routing of requests to available models with intelligent fallback mechanisms
• Load Balancing: Distribution of requests across multiple providers to optimize performance and reliability
• Analytics Dashboard: Real-time monitoring of API usage, costs, and performance metrics
• Cost Optimization: Tools and features to help optimize your AI model usage costs
• Documentation: Comprehensive technical documentation and integration guides
• Customer Support: Technical support as described in Section 12

4.2 Service Availability

The Service is provided on an "as available" basis. We strive to maintain high availability but do not guarantee uninterrupted access. We target 99.9% uptime but you acknowledge that:

• Scheduled maintenance may temporarily interrupt Service availability (we will provide advance notice when feasible)
• Model Provider outages or technical issues may affect specific models or features
• Network issues, security threats, or other factors beyond our reasonable control may impact Service availability

4.3 Model Provider Integration

The Service provides access to models from third-party Model Providers. You acknowledge that:

• Model availability depends on our relationships with Model Providers and may change
• Model Providers may impose their own terms, usage restrictions, and policies
• We may add or remove Model Providers or specific models at any time
• Model performance, capabilities, and pricing are determined by Model Providers

4.4 Service Modifications

We reserve the right to:

• Add, modify, or remove features, models, or capabilities at any time
• Change the technical specifications of the Service
• Impose new or adjusted usage limits
• Update pricing for new services or features

For material changes that negatively affect your use of the Service, we will provide at least 30 days' advance notice by email.

4.5 Beta Features

We may offer beta, pilot, or experimental features ("Beta Features"). Beta Features are provided "as is" and may be:

• Unstable or incomplete
• Changed or discontinued without notice
• Subject to additional terms or limitations

4.6 Geographic Restrictions

The Service may not be available in all geographic locations. We reserve the right to restrict access from certain countries or regions to comply with applicable laws or sanctions.

5. ACCEPTABLE USE POLICY

5.1 Permitted Uses

You may use the Service for lawful purposes, including:

• Application development and deployment
• Research and analysis
• Content generation and processing
• Data analysis and insights
• Automation and workflow optimization
• Educational purposes
• Personal projects

5.2 Prohibited Uses

You agree NOT to use the Service to:

5.3 Monitoring and Enforcement

We reserve the right to:

• Monitor your use of the Service for compliance with these Terms and applicable laws
• Investigate suspected violations of these Terms or applicable laws
• Remove or disable access to Content that violates these Terms
• Suspend or terminate Accounts that violate these Terms
• Report violations to law enforcement authorities when required or appropriate
• Cooperate with law enforcement investigations

We are not obligated to monitor all use of the Service but may do so at our discretion.

5.4 Reporting Violations

If you become aware of any violation of these Terms, please report it to abuse@megallm.io. We will investigate all reports and take appropriate action.

5.5 Model Provider Policies

You are required to comply with all applicable policies of Model Providers whose models you access through the Service. These policies are available through links in our Documentation and are subject to change by Model Providers. Key Model Provider policies include:

You acknowledge that Model Providers may independently enforce their policies, which could result in restrictions or termination of access to specific models.

6. API USAGE AND TECHNICAL REQUIREMENTS

6.1 API Access

Access to the Service requires an API Key, which you will receive upon Account creation. You agree to:

• Keep your API Key confidential and secure
• Not share your API Key with unauthorized parties
• Immediately revoke and regenerate your API Key if it is compromised
• Use API Keys only for your authorized applications

6.2 API Compatibility

The Service provides an OpenAI-compatible API interface. You can use:

• OpenAI SDKs and client libraries by changing the base URL to https://ai.megallm.io/v1
• Standard HTTP requests following OpenAI's API specification
• Our official SDKs and libraries (when available)

6.3 Rate Limits

Your Account is subject to rate limits, which may include:

• Requests per minute (RPM)
• Requests per day (RPD)
• Tokens per minute (TPM)
• Concurrent connections

Rate limits are displayed in your Account dashboard and may vary based on:

• Your Account type (free, paid, enterprise)
• Specific models being used
• Historical usage patterns
• Available capacity

Exceeding rate limits may result in:

• Request throttling or rejection
• Temporary suspension of API access
• Additional charges (for burst capacity, if available)

6.4 Fair Use

Even within stated rate limits, you must use the Service in accordance with fair use principles. We reserve the right to throttle or restrict access if your usage:

• Significantly impacts Service performance for other users
• Appears to be abusive or anomalous
• Violates the spirit of these Terms even if technically within limits

6.5 API Versioning and Deprecation

We may update or deprecate API versions. For any deprecation:

• We will provide at least 90 days' advance notice
• We will continue to support the deprecated version for the notice period
• We will provide migration documentation and support

6.6 Quotas and Capacity

In addition to rate limits, we may impose quotas on:

• Total monthly token usage
• Storage of API logs or outputs
• Number of API Keys per Account
• Number of concurrent projects or applications

6.7 Regional Routing

Enterprise customers may request region-specific routing to ensure data remains within specific geographic boundaries (e.g., EU-only routing for GDPR compliance). Regional routing:

• Must be requested in advance and may incur additional fees
• Is subject to availability of regional infrastructure
• May limit access to certain Model Providers or models

7. PAYMENT TERMS AND BILLING

7.1 Pricing Model

MegaLLM operates on a pay-as-you-go pricing model. You pay only for the resources you consume, calculated based on:

• Number of tokens processed (input + output tokens)
• Specific models used
• Additional features or services utilized

7.2 Credit System

The Service uses a prepaid credit system:

7.3 Pricing Structure

Our pricing includes:

• Model Provider Base Cost: The cost charged by Model Providers for model usage
• MegaLLM Platform Fee: A markup of 10-20% over base costs to cover platform infrastructure, support, and features
• Optional Services: Additional fees may apply for enterprise features, dedicated support, or premium capabilities

Current pricing for all models is available at: megallm.io/pricing

7.4 Pricing Changes

We reserve the right to change our pricing at any time, but we will:

• Provide 30 days' advance notice for pricing increases
• Post updated pricing on our website
• Send email notification for significant changes
• Allow you to terminate your Account if you disagree with pricing changes (see Section 14.3)

Model Provider base costs may change without advance notice. We pass through Model Provider pricing changes as they occur.

7.5 Volume Discounts

Enterprise customers with usage exceeding 10 million tokens per month may qualify for volume discounts. Contact sales@megallm.io for custom pricing.

7.6 Payment Methods

We accept the following payment methods:

• Credit cards (Visa, Mastercard, American Express, Discover)
• Debit cards
• [Other payment methods as available]

Payment processing is handled by our payment processor, Stripe. You agree to Stripe's terms of service and privacy policy.

7.7 Taxes

All prices are exclusive of applicable taxes, duties, or similar governmental assessments (collectively, "Taxes"). You are responsible for all Taxes associated with your purchase, except for taxes based on MegaLLM's income. If we are required to collect or pay Taxes, they will be added to your invoice.

7.8 Payment Failures

If a payment fails or is declined:

• We will attempt to charge your payment method up to 3 times
• You will receive email notification of the failure
• Your Account may be suspended if payment is not received within 7 days
• You remain responsible for any outstanding amounts owed

7.9 Billing Disputes

If you believe you have been incorrectly billed, you must notify us within 30 days of the charge by contacting billing@megallm.io. We will investigate all disputes in good faith and work to resolve them promptly.

7.10 Refunds

7.11 Inactive Accounts

Accounts with no API activity for 90 consecutive days may be considered inactive. We may:

• Send email reminders about your inactive Account
• Apply a small monthly maintenance fee (with 30 days' notice)
• Close the Account and forfeit remaining Credits (with 60 days' notice)

8. INTELLECTUAL PROPERTY RIGHTS

8.1 MegaLLM Intellectual Property

All aspects of the Service, including but not limited to:

• Software, code, and algorithms
• User interface, design, and layout
• Documentation and technical guides
• Logos, trademarks, and branding
• Database structures and compilation
• API design and architecture

are owned exclusively by MegaLLM (Ghostlytics Payments Private Limited) and our licensors, and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

8.2 Limited License to Use Service

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

• Access and use the Service through the API for your internal business purposes
• Use our Documentation in connection with your use of the Service
• Display MegaLLM trademarks solely to indicate that your application uses the Service (with our prior approval)

This license automatically terminates if you violate these Terms.

8.3 Restrictions

You may not:

• Copy, modify, or create derivative works of the Service or Documentation (except as necessary to use the Service as intended)
• Reverse engineer, decompile, disassemble, or attempt to discover the source code of the Service
• Rent, lease, sell, sublicense, or transfer the Service to any third party
• Remove, obscure, or alter any proprietary notices (copyright, trademark, etc.) on the Service
• Use the Service to develop a competing product or service
• Frame or mirror any part of the Service without our prior written consent

8.4 Your Content - Inputs and Prompts

You retain all intellectual property rights in the Content you submit to the Service as Inputs (prompts). By submitting Inputs, you grant MegaLLM a limited, worldwide, non-exclusive, royalty-free license to:

• Process your Inputs through our Service to generate Outputs
• Transmit your Inputs to Model Providers as necessary to provide the Service
• Temporarily cache Inputs for performance optimization (unless you opt out)

8.5 Outputs and Completions

8.6 Attribution and Use of Your Content

We will not:

• Use your Inputs or Outputs for marketing purposes without your explicit consent
• Share your Inputs or Outputs with third parties except as necessary to provide the Service (i.e., Model Providers)
• Claim ownership of your intellectual property

8.7 Third-Party Intellectual Property

You represent and warrant that:

• You have all necessary rights, licenses, and permissions to submit your Inputs to the Service
• Your Inputs do not infringe on any third party's intellectual property rights
• Your use of Outputs will not infringe on any third party's rights

You agree to indemnify and hold MegaLLM harmless from any claims arising from your violation of third-party intellectual property rights (see Section 13).

8.8 Model Provider Rights

AI models available through the Service are owned by Model Providers, not MegaLLM. Model Providers may have their own terms regarding:

• Ownership of Outputs generated by their models
• Restrictions on use of Outputs
• Intellectual property rights in model architecture and training data

You agree to comply with Model Provider intellectual property terms.

8.9 Feedback and Suggestions

If you provide feedback, suggestions, or ideas about the Service ("Feedback"):

• You grant MegaLLM an unrestricted, perpetual, irrevocable, non-exclusive, royalty-free license to use, modify, and incorporate Feedback into our products and services
• We are not obligated to implement Feedback or compensate you for Feedback
• You waive any moral rights you may have in the Feedback

8.10 Copyright Infringement Claims (DMCA)

We respect the intellectual property rights of others and expect users to do the same.

If you believe Content available through the Service infringes your copyright, please notify our designated agent:

Your notice must include:

1. Identification of the copyrighted work claimed to be infringed
2. Identification of the allegedly infringing Content and information sufficient to locate it
3. Your contact information (name, address, telephone number, email)
4. A statement that you have a good faith belief that the use is not authorized by the copyright owner
5. A statement, under penalty of perjury, that the information is accurate and you are authorized to act on behalf of the copyright owner
6. Your physical or electronic signature

We will respond to valid DMCA notices in accordance with the Digital Millennium Copyright Act.

8.11 Counter-Notification

If your Content was removed due to a DMCA notice and you believe it was removed in error, you may submit a counter-notification to our DMCA agent containing:

1. Identification of the Content that was removed and where it appeared
2. A statement under penalty of perjury that you have a good faith belief the Content was removed by mistake or misidentification
3. Your contact information
4. A statement that you consent to jurisdiction of the federal district court for your district
5. Your physical or electronic signature

9. DATA PRIVACY AND LOGGING

9.1 Privacy Policy

Our collection, use, and protection of your personal information is governed by our Privacy Policy, available at megallm.io/privacy. By using the Service, you consent to our Privacy Policy.

9.2 Default Logging Policy

9.3 Optional Logging

You may opt-in to logging Inputs and Outputs for the following purposes:

• Debugging and troubleshooting
• Personal analytics and review
• Service improvement (aggregated and anonymized)

If you enable logging:

• You have full control and can disable it at any time
• Logged data is encrypted at rest and in transit
• Logged data is accessible only to you and authorized MegaLLM personnel (for support purposes)
• You can export or delete your logged data at any time

9.4 Data Retention

9.5 Data Location and Transfer

Your data may be stored and processed in data centers located in:

• United States
• European Union (for EU customers upon request)
• Other regions as necessary to provide the Service

We use industry-standard safeguards for international data transfers, including Standard Contractual Clauses (SCCs) where applicable.

9.6 Model Provider Data Handling

When you use the Service, your Inputs are transmitted to Model Providers for processing. Each Model Provider has its own data handling practices:

• Some Model Providers do not retain your data
• Some retain data for limited periods (30-90 days)
• Some use data for model improvement (with opt-out options)

We aggregate Model Provider data policies in our Documentation. You are responsible for reviewing and accepting Model Provider data practices.

9.7 Your Data Rights

You have the following rights regarding your data:

• Access: Request a copy of your data
• Correction: Request correction of inaccurate data
• Deletion: Request deletion of your data (subject to legal retention requirements)
• Portability: Receive your data in a machine-readable format
• Opt-Out: Opt-out of optional data collection practices

To exercise these rights, contact privacy@megallm.io. We will respond within 30 days.

9.8 Data Security

We implement industry-standard security measures to protect your data:

• Encryption in transit (TLS 1.3)
• Encryption at rest (AES-256)
• Access controls and authentication
• Regular security audits and assessments
• Incident response procedures
• Employee security training

However, no security measures are perfect. We cannot guarantee absolute security of your data.

9.9 Data Breach Notification

In the event of a data breach affecting your personal information or Account data:

• We will notify you within 72 hours of discovering the breach
• Notification will be sent to the email address associated with your Account
• We will provide information about the nature of the breach, affected data, and steps to protect yourself
• We will notify relevant regulatory authorities as required by law

9.10 Sensitive Information

Do not submit sensitive personal information through the Service unless:

• You have obtained appropriate consents and authorizations
• You have implemented additional safeguards
• You have reviewed relevant Model Provider policies regarding sensitive data

Sensitive information includes:

• Health or medical information
• Financial account numbers or credentials
• Social Security numbers or government-issued IDs
• Biometric data
• Information about children under 13

MegaLLM is not responsible for your submission of sensitive information in violation of applicable laws.

10. THIRD-PARTY SERVICES AND LINKS

10.1 Model Providers

The Service integrates with third-party Model Providers. You acknowledge that:

• Model Providers are independent third parties, not agents or partners of MegaLLM
• Model Providers have their own terms of service, privacy policies, and acceptable use policies
• You are subject to Model Provider terms when using their models through our Service
• We are not responsible for Model Provider actions, omissions, or policies
• Model Provider availability and performance are outside our control

10.2 Third-Party Links

The Service may contain links to third-party websites, services, or resources. These links are provided for your convenience only. We do not:

• Endorse or approve third-party services
• Control third-party content
• Assume responsibility for third-party practices
• Warrant the accuracy or reliability of third-party information

Your use of third-party services is at your own risk and subject to their terms and policies.

10.3 Integrations

We may offer integrations with third-party services (e.g., GitHub, Slack, Zapier). By using integrations:

• You authorize us to share data with the integrated service as necessary
• You agree to the third-party service's terms and policies
• You acknowledge that we have limited control over integrated services
• We may discontinue integrations at any time

10.4 Payment Processor

Payment processing is handled by Stripe, Inc. Your payment information is subject to Stripe's terms of service (https://stripe.com/legal) and privacy policy (https://stripe.com/privacy). We do not store your full credit card information on our servers.

11. WARRANTIES AND DISCLAIMERS

11.1 Service Provided "As Is"

11.2 No Guarantee of Accuracy

WE DO NOT WARRANT THAT:

• The Service will meet your requirements or expectations
• The Service will be uninterrupted, timely, secure, or error-free
• The results obtained from using the Service will be accurate, reliable, or complete
• Any errors in the Service will be corrected
• The Service will be compatible with your systems or applications
• Outputs generated by AI models will be factual, appropriate, unbiased, or free of errors

11.3 AI Output Disclaimer

You acknowledge that:

• AI models may generate inaccurate, incomplete, or inappropriate Outputs
• Outputs may contain biases, errors, or hallucinations
• Outputs should be reviewed and verified before use in important decisions
• AI models are probabilistic systems, not deterministic calculators
• Model performance varies based on use case, prompt quality, and other factors

11.4 Model Provider Disclaimer

We do not control Model Providers or their models. We make no representations or warranties regarding:

• Model availability or uptime
• Model performance or capabilities
• Model accuracy or reliability
• Model Provider compliance with their stated policies
• Model Provider data practices

11.5 Third-Party Disclaimer

We are not responsible for:

• Third-party services, websites, or content
• Third-party actions or omissions
• Third-party compliance with laws or regulations
• Losses resulting from your use of third-party services

11.6 Assumption of Risk

YOU ASSUME ALL RISK ASSOCIATED WITH:

• Using the Service for any purpose
• Relying on Outputs generated by the Service
• Using Outputs for important decisions, actions, or advice
• Integrating the Service with your applications or workflows
• Submitting sensitive or confidential information to the Service

11.7 High-Risk Use Cases

11.8 No Professional Advice

The Service does not provide professional advice. Outputs should not be construed as:

• Medical, health, or wellness advice
• Legal advice or legal opinions
• Financial, investment, or tax advice
• Engineering or technical certifications
• Therapeutic or mental health advice

Always consult qualified professionals for important decisions.

11.9 Beta Features Disclaimer

Beta Features are provided "as is" with no warranties whatsoever. Beta Features may:

• Contain bugs or errors
• Change or be discontinued without notice
• Cause data loss or corruption
• Perform differently than described
• Be subject to additional restrictions

11.10 Availability Disclaimer

While we target 99.9% uptime, we do not guarantee any specific level of availability. Service may be unavailable due to:

• Scheduled maintenance
• Model Provider outages
• Network issues
• Security incidents
• Force majeure events (see Section 16.5)

11.11 Jurisdictional Variations

Some jurisdictions do not allow the exclusion of certain warranties. In such jurisdictions, the exclusions in this Section may not apply to you, and you may have additional rights under local law.

12. LIMITATION OF LIABILITY

12.1 Limitation of Damages

12.2 Cap on Liability

12.3 Essential Purpose

The limitations in this Section apply even if any remedy fails of its essential purpose.

12.4 Allocation of Risk

The limitations of liability in this Section reflect an allocation of risk between you and MegaLLM. The Service pricing reflects this allocation of risk and the limitations of liability specified herein. You acknowledge that MegaLLM would not provide the Service without these limitations.

12.5 Exceptions

The limitations in this Section do not apply to:

• Damages caused by MegaLLM's gross negligence or willful misconduct
• Liability that cannot be excluded or limited by applicable law
• Your indemnification obligations under Section 13
• Your breach of Section 5 (Acceptable Use Policy)
• Your violation of intellectual property rights

12.6 Multiple Claims

Multiple claims will not expand the limitation of liability. The limitations apply in the aggregate to all claims, actions, and causes of action of every kind and nature.

12.7 Jurisdictional Variations

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

13. INDEMNIFICATION

13.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless MegaLLM, its affiliates, and their respective officers, directors, employees, agents, licensors, and service providers (collectively, the "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or relating to:

• A. Your use or misuse of the Service
• B. Your violation of these Terms or any applicable law or regulation
• C. Your violation of any rights of third parties, including:
  • Intellectual property rights
  • Privacy rights
  • Publicity rights
  • Contractual rights
• D. Your Inputs, including any claim that your Inputs infringe, misappropriate, or violate any intellectual property rights or other rights
• E. Your use of Outputs, including any claim that your use of Outputs caused harm to third parties
• F. Any false or misleading information you provide to us
• G. Your breach of any representation, warranty, or covenant in these Terms
• H. Your gross negligence or willful misconduct

13.2 Indemnification Procedures

If we seek indemnification from you:

13.3 Failure to Notify

Our failure to promptly notify you of a claim does not relieve you of your indemnification obligations, except to the extent that the delay materially prejudices your ability to defend the claim.

13.4 Exclusive Remedy

This Section 13 states your sole liability and our exclusive remedy for third-party claims covered by your indemnification obligations.

14. TERM AND TERMINATION

14.1 Term

These Terms commence when you first access or use the Service and continue until terminated as described in this Section.

14.2 Termination by You

You may terminate your Account at any time by:

• Using the account deletion feature in your Account dashboard, OR
• Sending a termination request to support@megallm.io

Upon termination by you:

• Your access to the Service will cease immediately
• Your API Keys will be revoked
• Unused Credits purchased within the last 30 days may be refunded (see Section 7.10)
• Your Account data will be deleted according to our data retention policy (see Section 9.4)

14.3 Termination for Convenience by MegaLLM

We may terminate your Account for convenience with 30 days' advance notice by email. Upon such termination:

• You will have 30 days to export your data
• Unused Credits will be refunded to your original payment method
• Access to the Service will cease after the notice period

14.4 Termination for Cause by MegaLLM

We may immediately suspend or terminate your Account without notice if:

• You violate these Terms, especially Section 5 (Acceptable Use Policy)
• You violate applicable laws or regulations
• Your use of the Service poses a security risk
• Your Account is subject to legal process or government investigation
• We are required to do so by law or legal process
• Your payment fails and remains unresolved after 7 days
• You engage in fraudulent activity or provide false information
• You attempt to circumvent usage limits or billing requirements
• We reasonably believe termination is necessary to prevent harm to us, other users, or third parties

Upon termination for cause:

• Your access is immediately revoked
• API Keys are immediately deactivated
• No refund of Credits is provided
• We may retain data as necessary for legal compliance or to protect our rights

14.5 Suspension

We may suspend your Account temporarily instead of terminating if:

• We are investigating a potential violation
• Your Account activity is suspicious or anomalous
• There is a billing issue that may be resolved
• Model Providers require suspension due to policy violations

During suspension:

• You cannot access the Service or use API Keys
• Your data is retained
• You may contact support to resolve the issue leading to suspension

14.6 Effect of Termination

Upon termination of your Account:

14.7 No Refunds Upon Termination for Cause

If we terminate your Account for cause (violation of Terms), you forfeit all unused Credits and are not entitled to any refund.

14.8 Retrieval of Data After Termination

If you need to retrieve data after termination:

• You have 30 days from termination (if terminated by you or for convenience)
• Contact support@megallm.io within the 30-day period
• We may charge a reasonable fee for data retrieval assistance
• After 30 days, data is permanently deleted and cannot be recovered

15.1 Informal Dispute Resolution

Before filing a claim against MegaLLM, you agree to contact us at legal@megallm.io to attempt to resolve the dispute informally. We will do the same if we have a dispute with you.

You must:

• Send a written description of the dispute, including your name, Account details, and desired resolution
• Allow 30 days for us to respond and attempt resolution
• Participate in good faith negotiations to resolve the dispute

15.2 Binding Arbitration Agreement

15.3 Exceptions to Arbitration

The following disputes are NOT subject to arbitration:

• Claims that may be brought in small claims court (if they qualify and remain in small claims court)
• Claims for injunctive or equitable relief to prevent unauthorized use or abuse of the Service or intellectual property infringement
• Claims that cannot be arbitrated under applicable law

15.4 Arbitration Procedures

Arbitration will be conducted according to the following rules:

15.5 No Class Actions

15.6 Arbitration Fees and Costs

15.7 Arbitration Award

The arbitrator may award:

• Declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's claim
• Monetary damages according to applicable law
• Attorney's fees and costs if permitted by law

The arbitrator may not award:

• Relief that affects other parties not involved in the arbitration
• Punitive or exemplary damages (unless applicable law requires otherwise)
• Relief that is inconsistent with these Terms

15.8 Enforceability

If any provision of this arbitration agreement is found to be unenforceable:

• The unenforceable provision will be severed
• The remaining provisions will remain in full force and effect
• If the class action waiver in Section 15.5 is found unenforceable, the entire arbitration agreement is void, and disputes will be resolved in court

15.9 Right to Opt-Out

You have the right to opt-out of this arbitration agreement within 30 days of first accepting these Terms by sending written notice to:

Your opt-out notice must include:

• Your full name
• Email address associated with your Account
• Clear statement that you wish to opt-out of the arbitration agreement

If you opt-out:

• This Section 15 (except the class action waiver) will not apply to you
• Disputes will be resolved in court as specified in Section 15.11
• The class action waiver in Section 15.5 still applies unless also found unenforceable

15.10 Changes to Arbitration Agreement

We will provide 30 days' notice before making material changes to this arbitration agreement. Changes will apply to disputes arising after the effective date of the change. You may reject changes by opting out within 30 days of notice (using the procedure in Section 15.9).

15.11 Jurisdiction and Venue (If Arbitration Does Not Apply)

If for any reason a dispute proceeds in court rather than arbitration:

16. GENERAL PROVISIONS

16.1 Entire Agreement

These Terms, together with:

• Our Privacy Policy (megallm.io/privacy)
• Any additional terms presented at the time of using specific features
• Any other policies incorporated by reference

constitute the entire agreement between you and MegaLLM regarding the Service and supersede all prior or contemporaneous communications, agreements, and proposals (whether oral, written, or electronic) between you and MegaLLM.

16.2 Amendments

We reserve the right to modify these Terms at any time. For material changes:

• We will provide 30 days' advance notice by email or prominent notice on the Service
• The updated Terms will include a new "Last Updated" date
• Your continued use of the Service after the effective date constitutes acceptance
• If you do not agree to changes, you may terminate your Account under Section 14.2

Immaterial changes (such as clarifications or corrections of typos) may be made without notice.

16.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction:

• The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable
• If modification is not possible, the provision will be severed
• The remaining provisions will remain in full force and effect
• The invalidity of a provision in one jurisdiction does not affect its validity in other jurisdictions

16.4 Waiver

Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of MegaLLM.

A waiver of a breach does not waive any subsequent breach. The rights and remedies in these Terms are cumulative and not exclusive of any other rights or remedies.

16.5 Force Majeure

MegaLLM is not liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to:

• Acts of God (earthquakes, floods, hurricanes, etc.)
• War, terrorism, riots, or civil unrest
• Government actions, laws, or regulations
• Labor disputes or strikes
• Internet or telecommunications failures
• Cyberattacks, denial-of-service attacks, or hacking
• Model Provider outages or termination of service
• Pandemics or public health emergencies

During a force majeure event:

• Our obligations are suspended for the duration of the event
• We will use reasonable efforts to resume performance as soon as practicable
• You remain obligated to pay for Services rendered before the event
• If the event continues for more than 30 days, either party may terminate these Terms

16.6 Assignment

You may not assign, transfer, or delegate these Terms or any rights or obligations under these Terms without our prior written consent. Any attempted assignment in violation of this provision is void.

We may assign these Terms or any rights or obligations under these Terms:

• To an affiliate or subsidiary
• In connection with a merger, acquisition, corporate reorganization, or sale of assets
• By operation of law

16.7 No Third-Party Beneficiaries

These Terms are between you and MegaLLM only. No third party has any rights to enforce or benefit from these Terms, except:

• Our affiliates, officers, directors, employees, and agents (as indemnified parties under Section 13)
• Model Providers (to the extent their policies are incorporated)

16.8 Notices

16.9 Export Controls

The Service may be subject to U.S. export control laws and regulations. You agree to comply with all applicable export and import laws and regulations in your use of the Service.

You represent and warrant that you are not:

• Located in, or a resident or national of, any country subject to U.S. embargo or similar restrictions
• Identified on any U.S. government list of prohibited or restricted parties (such as the Specially Designated Nationals List)
• Subject to any restrictions that would prohibit your use of the Service

16.10 Government Use

If you are a U.S. government entity or using the Service on behalf of a U.S. government entity:

• The Service constitutes "commercial computer software" and "commercial computer software documentation" as defined in FAR 12.212 and DFARS 227.7202
• The Service is provided with only those rights granted to all other users under these Terms

16.11 Language

These Terms are provided in English. If we provide a translation, the English version controls in case of any conflict or ambiguity.

16.12 Relationship of Parties

You and MegaLLM are independent contractors. These Terms do not create:

• A partnership, joint venture, or agency relationship
• An employment relationship
• A franchisor-franchisee relationship

Neither party has authority to bind the other or make commitments on the other's behalf.

16.13 Survival

Sections that by their nature should survive termination will survive, including:

• Section 7 (Payment Terms) - for accrued obligations
• Section 8 (Intellectual Property Rights)
• Section 9 (Data Privacy and Logging)
• Section 11 (Warranties and Disclaimers)
• Section 12 (Limitation of Liability)
• Section 13 (Indemnification)
• Section 15 (Dispute Resolution and Arbitration)
• Section 16 (General Provisions)

16.14 Equitable Relief

You acknowledge that:

• Any breach of Section 5 (Acceptable Use Policy) or Section 8 (Intellectual Property Rights) may cause irreparable harm to MegaLLM
• Monetary damages may be inadequate to compensate for such harm
• We are entitled to seek equitable relief (including injunction and specific performance) in addition to other remedies
• No bond or security is required for such equitable relief

16.15 Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

16.16 Interpretation

In interpreting these Terms:

• "Including" means "including but not limited to"
• Singular includes plural and vice versa
• "Or" is not exclusive
• Examples are illustrative and not exhaustive

16.17 Electronic Signatures and Communications

You consent to:

• Receive these Terms and other documents electronically
• Use of electronic signatures
• Conducting transactions electronically

You may withdraw consent to electronic communications by contacting support@megallm.io, but withdrawal may result in termination of your Account.

16.18 California Residents

If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs:

• In writing: 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834
• By phone: (916) 445-1254 or (800) 952-5210

16.19 Contact Information

For questions about these Terms: