Terms of Service

1. Definitions

In these Terms of Service ("Terms"), unless the context requires otherwise:

• "Company", "we", "us", "our" refers to IonArc and its subsidiaries, including the operating brands AugeoConflux and TalosAura.
• "You", "your", "Customer" refers to the individual or entity accessing or using the Services, including any agents, employees, or representatives acting on that entity's behalf.
• "Services" refers collectively to the Company's websites (ionarc.net, augeoconflux.com, talosaura.com), application programming interfaces ("APIs"), machine learning models, software products, documentation, and any other services or resources provided by the Company.
• "API" refers to the programmatic interfaces made available by the Company through AugeoConflux for accessing inference capabilities, including but not limited to text completion, chat completion, and image generation endpoints.
• "Input" refers to any data, text, images, or other content that you submit to the Services, including prompts and API request payloads.
• "Output" refers to any data, text, images, or other content generated by the Services in response to Input, including model completions and generated media.
• "Downstream Platform" refers to any third-party service, including but not limited to OpenRouter, that routes API requests to the Company's infrastructure on behalf of end users.
• "Usage Metadata" has the meaning ascribed to it in the Company's Privacy Policy.
• "Documentation" refers to the technical documentation, API references, guides, and specifications published by the Company in connection with the Services.

2. Acceptance of Terms

These Terms constitute a legally binding agreement between you and the Company. By creating an account, accessing the Services, making an API request, or otherwise using any part of the Services, you represent and warrant that you have the legal authority to enter into these Terms and agree to be bound by them.

If you are accessing the Services on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms, and references to "you" and "your" shall include that organisation.

If you do not agree to these Terms, you must not access or use the Services.

3. Eligibility

The Services are available only to individuals who are at least eighteen (18) years of age and who possess the legal capacity to form a binding contract under applicable law. By using the Services, you represent and warrant that you meet these eligibility requirements.

The Company reserves the right to refuse access to the Services to any person or entity at its sole discretion, without obligation to provide a reason.

4. Accounts & Authentication

4.1 Account Registration

Certain Services require you to create an account. You agree to provide accurate, current, and complete information during registration and to update such information as necessary to maintain its accuracy.

4.2 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials, including API keys. You agree to notify the Company immediately upon becoming aware of any unauthorised use of your account or credentials. The Company shall not be liable for any loss or damage arising from your failure to safeguard your credentials.

4.3 API Key Management

API keys are issued to authenticated accounts and grant programmatic access to the Services. You shall not share, publish, embed in client-side code, or otherwise expose API keys in any manner that could permit unauthorised access. Each API key is associated with the account that created it, and all usage attributable to a key shall be deemed usage by the account holder.

4.4 Responsibility for Usage

You are responsible for all activity that occurs under your account or through your API keys, whether or not authorised by you. This includes usage routed through Downstream Platforms where your credentials or account are used as the authentication mechanism.

5. Description of Services

The Company operates a vertically integrated AI platform comprising:

1. Model infrastructure: large language models and diffusion-based image generation models operated on infrastructure controlled by the Company;
2. API access (AugeoConflux): programmatic interfaces that expose the Company's models for inference, including text completion, chat completion, and image generation endpoints;
3. Software products (TalosAura): consumer and business software applications built on the Company's models and API.

The specific features, capabilities, supported models, rate limits, and pricing applicable to each Service are set forth in the Documentation and pricing pages published by the Company, which are incorporated into these Terms by reference.

6. API & Inference Terms

6.1 API Compliance

The Company's APIs are designed to be compatible with the OpenAI API specification. The Company makes reasonable efforts to maintain compatibility; however, the Company does not warrant full or uninterrupted compatibility with any third-party specification, and deviations may exist.

6.2 Rate Limits & Quotas

API usage is subject to rate limits and usage quotas as published in the Documentation or as communicated to you in connection with your account. The Company may adjust rate limits at any time, with or without notice, to ensure the stability and availability of the Services. Exceeding applicable rate limits may result in throttling, temporary suspension of access, or other measures at the Company's discretion.

6.3 Streaming & Usage Reporting

The API returns token usage information (input tokens, output tokens, and, where applicable, cached tokens) in both streaming and non-streaming response modes. You acknowledge that token counts as reported by the API shall be the authoritative basis for billing and usage measurement.

6.4 Model Availability

The Company may add, modify, deprecate, or remove models from the Services at any time. Where practicable, the Company will provide reasonable notice of material changes to model availability through the Documentation or status channels. The Company does not guarantee the perpetual availability of any particular model.

6.5 Mid-Request Cancellations

Where a client disconnects or aborts a streaming request before the response is fully transmitted, billing shall apply for all tokens processed up to the point of disconnection, as reported in the final usage object or, where no final usage object is returned, as determined by the Company's internal processing logs. The Company is not obligated to refund or credit any fees attributable to tokens generated prior to disconnection.

6.6 Failed Requests

Where a request fails due to a model error, engine error, or internal system failure (as indicated by a 5xx HTTP status code), the Company does not charge for the failed request. The Company is not liable for any downstream consequences of failed requests.

7. Downstream Platform Provisions

7.1 Relationship

The Company may make its inference services available to Downstream Platforms under separate commercial agreements. Where you access the Company's models through a Downstream Platform, your relationship with that platform is governed by the platform's own terms of service and is separate from your relationship with the Company.

7.2 Data Handling

The data handling commitments set forth in the Company's Privacy Policy apply to Inference Data from the point at which such data is received by the Company's infrastructure. The Company does not control and is not responsible for the data handling practices of Downstream Platforms or any intermediary through which requests are routed before reaching the Company's infrastructure. You acknowledge that Downstream Platforms may collect, log, store, or process your data in accordance with their own policies, and the Company disclaims all liability for any acts or omissions of Downstream Platforms with respect to your data.

7.3 Pricing Transparency

The Company publishes its pricing in United States Dollars (USD) per million tokens. Pricing is publicly available through the Company's pricing page and through its /v1/models API endpoint. Downstream Platforms may apply their own margins, fees, or surcharges; the Company is not responsible for pricing set by third parties.

8. Acceptable Use

You agree not to use, or permit any third party to use, the Services to:

1. violate any applicable law, regulation, or the legal rights of any third party;
2. generate, distribute, or facilitate the creation of content that constitutes or promotes child sexual abuse material, non-consensual intimate imagery, or the sexual exploitation of minors;
3. generate, distribute, or facilitate the creation of content intended to harass, threaten, stalk, defame, or incite violence against any individual or group;
4. generate content for the purpose of disinformation, deceptive impersonation, or fraudulent misrepresentation;
5. develop, refine, or deploy weapons, including biological, chemical, nuclear, or radiological weapons, or to facilitate any activity that poses a risk of mass harm;
6. conduct or facilitate unauthorised access to computer systems, networks, or data, including the development of malware, exploits, or phishing infrastructure;
7. circumvent, disable, or interfere with any security, rate-limiting, authentication, or access-control mechanism of the Services;
8. reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, model weights, training data, or proprietary methodologies of the Services, except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction;
9. use Output to train, distil, or fine-tune a competing machine learning model, except where the applicable model's licence terms explicitly permit such use;
10. use the Services in a manner that imposes an unreasonable or disproportionate load on the Company's infrastructure, including denial-of-service attacks or abusive automated request patterns;
11. resell, sublicense, or redistribute access to the Services except as expressly authorised in writing by the Company or permitted under a Downstream Platform agreement;
12. submit Input that you do not have the legal right to transmit, including content that infringes third-party intellectual property rights.

The Company reserves the right to investigate and take appropriate action — including suspension, termination, and referral to law enforcement — in response to violations of this Section.

9. Intellectual Property

9.1 Company IP

The Services, including all software, APIs, models, model weights, Documentation, user interfaces, trade names, trademarks, logos, and visual design elements, are and shall remain the exclusive property of the Company or its licensors. Nothing in these Terms grants you any right, title, or interest in the Company's intellectual property, except for the limited licence to use the Services as expressly set forth herein.

9.2 Your Input

You retain all rights, title, and interest in and to the Input you submit to the Services. By submitting Input, you grant the Company a non-exclusive, worldwide, royalty-free licence to process such Input solely for the purpose of providing the Services to you (i.e., performing inference and returning Output). This licence terminates upon completion of the request; the Company does not retain Input beyond the transient processing window described in the Privacy Policy.

9.3 Open-Source & Third-Party Licences

Certain models made available through the Services may be released under open-source or third-party licences (e.g., Apache 2.0). Where applicable, the terms of such licences govern your use of those models and any Output generated by them, and are incorporated into these Terms by reference. The Company will identify the applicable licence for each model in the Documentation and via the /v1/models API endpoint.

10. Output Ownership & Licence

Subject to the terms and conditions of these Terms, any applicable model licence, and your compliance with all provisions herein, the Company assigns to you all right, title, and interest — to the extent assignable under applicable law — in and to the Output generated by the Services in response to your Input.

You acknowledge that:

1. Output is generated by machine learning models and may not be eligible for intellectual property protection in all jurisdictions;
2. identical or substantially similar Output may be generated for other users who submit similar Input;
3. the Company makes no representation or warranty regarding the accuracy, completeness, originality, or fitness for any particular purpose of any Output;
4. you are solely responsible for evaluating, validating, and determining the suitability of Output for your intended use, including compliance with applicable laws and regulations.

11. Fees, Billing & Payment

11.1 Pricing

Pricing for the Services is denominated in United States Dollars (USD) and is published on a per-million-token basis (or such other unit as specified in the Documentation). The Company reserves the right to modify pricing at any time; changes to pricing will be reflected on the Company's pricing page and, where applicable, communicated to account holders in advance.

11.2 Metering

Usage is metered on a per-request basis using the token counts reported in the API response. Token counts are determined by the tokeniser associated with the model used for inference. The Company's reported token counts shall be the sole and authoritative basis for billing.

11.3 Payment

The Company supports payment by credit card and, for qualifying accounts, invoicing. Fees are due in accordance with the billing cycle applicable to your account. Late payments may be subject to interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower), applied from the due date until the date of payment.

11.4 Taxes

All fees are exclusive of taxes, levies, duties, and similar governmental charges. You are responsible for the payment of all applicable taxes arising from your use of the Services, except for taxes assessed against the Company based on its net income.

11.5 Disputed Charges

If you believe that a billing statement contains an error, you must notify the Company in writing within thirty (30) days of the date of the statement. Failure to provide timely notice shall constitute acceptance of the charges.

12. Service Levels & Availability

The Company endeavours to maintain high availability of the Services but does not guarantee uninterrupted or error-free operation. The Services are provided on an "as available" basis.

Scheduled maintenance windows will be communicated through the Company's status channels where practicable. The Company shall not be liable for any unavailability, degradation, or latency resulting from:

1. scheduled or emergency maintenance;
2. events of force majeure (as defined in Section 22.6);
3. failures or latency introduced by Downstream Platforms, internet service providers, or other third-party infrastructure outside the Company's control;
4. your failure to comply with the Documentation or applicable rate limits.

Where the Company and a Customer have entered into a separate service level agreement ("SLA"), the terms of that SLA shall prevail over this Section to the extent of any inconsistency.

13. Suspension & Termination

13.1 Termination by You

You may terminate your account and cease using the Services at any time by contacting the Company. Termination does not relieve you of liability for fees accrued prior to the date of termination.

13.2 Suspension or Termination by the Company

The Company may suspend or terminate your access to the Services, in whole or in part, immediately and without prior notice, if:

1. you breach any provision of these Terms, including the Acceptable Use provisions in Section 8;
2. your use of the Services poses a security risk to the Company or its infrastructure;
3. suspension or termination is required by law, regulation, or order of a court or governmental authority;
4. your account has been inactive for a continuous period of twelve (12) months or more;
5. your payment is overdue by more than thirty (30) days.

13.3 Effect of Termination

Upon termination, all licences and rights granted to you under these Terms shall immediately cease. The Company may delete account data in accordance with its data retention policies. Sections that by their nature should survive termination — including but not limited to Sections 9 (Intellectual Property), 14 (Disclaimers), 15 (Limitation of Liability), 16 (Indemnification), 17 (Confidentiality), and 21 (Governing Law) — shall survive termination.

14. Disclaimers

Without limiting the foregoing, the Company does not warrant that:

1. the Services will meet your requirements or expectations;
2. Output will be accurate, complete, reliable, current, or free of errors, biases, or harmful content;
3. the Services will be uninterrupted, timely, secure, or error-free;
4. any defects in the Services will be corrected.

You acknowledge that Output is generated by probabilistic machine learning models and may contain inaccuracies, fabricated information, biases, or content that is inappropriate for your intended use. You are solely responsible for reviewing, validating, and assuming all risks associated with any reliance on Output.

15. Limitation of Liability

To the maximum extent permitted by applicable law, the Company's total aggregate liability arising out of or in connection with these Terms or the Services shall not exceed the greater of: (a) the total fees paid by you to the Company during the twelve (12) months immediately preceding the event giving rise to the claim; or (b) one hundred United States Dollars (USD $100).

The limitations in this Section shall apply notwithstanding the failure of the essential purpose of any limited remedy. Certain jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, the Company's liability shall be limited to the maximum extent permitted by law.

16. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

1. your use of the Services, including any Input you submit and any use you make of Output;
2. your breach of these Terms or any applicable law or regulation;
3. your infringement or misappropriation of any third-party intellectual property, privacy, or other right;
4. any claim by a third party arising from content you generated, distributed, or published using the Services.

The Company shall promptly notify you of any such claim and shall cooperate reasonably in the defence thereof, at your expense.

17. Confidentiality

Each party agrees that any non-public information disclosed by the other party in connection with the Services and marked or reasonably understood to be confidential ("Confidential Information") shall be used solely for the purposes of these Terms and shall not be disclosed to any third party without the disclosing party's prior written consent, except:

1. to the receiving party's employees, contractors, or advisors who have a need to know and are bound by obligations of confidentiality no less restrictive than those set forth herein;
2. as required by applicable law, regulation, or court order, provided that the receiving party gives prompt notice (to the extent permitted by law) so that the disclosing party may seek a protective order;
3. where the information is or becomes publicly available through no fault of the receiving party.

Confidentiality obligations under this Section shall survive for a period of three (3) years following termination of these Terms, or for so long as the information remains confidential, whichever is longer.

18. Data Protection

The Company's collection, use, and disclosure of Personal Data in connection with the Services is governed by the Company's Privacy Policy, which is incorporated into these Terms by reference.

Where the Company processes Personal Data on behalf of a Customer acting as a data controller, the parties shall enter into a data processing agreement on terms consistent with applicable data protection legislation, including the General Data Protection Regulation (EU) 2016/679 and any successor or equivalent legislation.

19. Modifications to the Services

The Company reserves the right to modify, update, suspend, or discontinue any part of the Services — including models, features, APIs, endpoints, and pricing — at any time, with or without notice. The Company shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

Where a modification constitutes a material reduction in the functionality of a Service for which you have paid, the Company will use reasonable efforts to provide at least thirty (30) days' prior notice.

20. Amendments to These Terms

The Company may amend these Terms at any time by posting the revised version on its website. Material amendments will be indicated by updating the "Last revised" date and, where appropriate, by providing notice to account holders via email or through the Services.

Your continued use of the Services following the effective date of an amendment constitutes your acceptance of the revised Terms. If you do not agree to an amendment, you must cease using the Services and may terminate your account in accordance with Section 13.1.

21. Governing Law & Dispute Resolution

21.1 Governing Law

These Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles.

21.2 Dispute Resolution

The parties agree to attempt in good faith to resolve any dispute arising out of or in connection with these Terms through informal negotiation for a period of at least thirty (30) days before initiating formal proceedings.

Any dispute that cannot be resolved through negotiation shall be submitted to binding arbitration administered under the rules of the American Arbitration Association. The arbitration shall be conducted in the English language by a single arbitrator. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

21.3 Waiver of Class Actions

To the maximum extent permitted by applicable law, you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration against the Company.

21.4 Jurisdiction-Specific Exceptions

Nothing in Sections 21.1 through 21.3 shall require arbitration, restrict access to courts, or waive participation in collective proceedings where such requirement, restriction, or waiver is prohibited by mandatory law applicable to you based on your country of residence. In such cases, disputes shall be resolved before the competent courts of your jurisdiction of residence, applying the mandatory local law to the extent required, and Delaware law for all matters not subject to such mandatory provisions.

22. General Provisions

22.1 Entire Agreement

These Terms, together with the Privacy Policy, any applicable order forms, data processing agreements, and service level agreements, constitute the entire agreement between you and the Company with respect to the Services and supersede all prior or contemporaneous agreements, representations, and understandings, whether written or oral.

22.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

22.3 Waiver

The failure of the Company to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. A waiver of any provision shall be effective only if made in writing and signed by the Company.

22.4 Assignment

You may not assign or transfer these Terms, or any rights or obligations hereunder, without the prior written consent of the Company. The Company may assign these Terms, in whole or in part, to any successor, affiliate, or acquirer without your consent. Any attempted assignment in violation of this Section shall be void.

22.5 No Third-Party Beneficiaries

These Terms do not confer any rights or remedies upon any person or entity other than the parties hereto and their permitted successors and assigns.

22.6 Force Majeure

The Company shall not be liable for any delay or failure to perform its obligations under these Terms where such delay or failure results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics, war, terrorism, riots, government orders, embargoes, labour disputes, power failures, internet or telecommunications outages, cyberattacks, or failures of third-party infrastructure or upstream providers.

22.7 Notices

Notices to the Company shall be sent to [email protected]. Notices to you shall be sent to the email address associated with your account. Notices shall be deemed received upon confirmed delivery.

22.8 Headings

Section headings are provided for convenience only and shall not affect the interpretation or construction of these Terms.

23. Contact

For questions regarding these Terms, please contact:

IonArc — Legal
Email: [email protected]

For general corporate, partnership, or press enquiries, see ionarc.net — Contact.