1. Definitions
1.1 "Account" means a registered account created by a Customer to access and use the Service.
1.2 "API" means the application programming interface(s) provided by ModelMax through which Customers may submit requests to various AI model providers.
1.3 "API Key" means the unique authentication credential(s) issued to a Customer for accessing the Service.
1.4 "Authorized User" means any individual or automated system authorized by the Customer to use the Service under the Customer's Account.
1.5 "Content" means any data, text, images, code, prompts, outputs, or other materials submitted to, generated by, or transmitted through the Service.
1.6 "Customer Data" means any data, including prompts and inputs, submitted by the Customer or its Authorized Users to the Service.
1.7 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, know-how, and all other intellectual property rights recognized in any jurisdiction worldwide.
1.8 "Model Provider" means a third-party provider of AI models accessible through the Service, including but not limited to OpenAI, Anthropic, Google, and other providers as made available from time to time.
1.9 "Output" means any content generated by Model Providers in response to Customer Data submitted through the Service.
1.10 "Service" means the ModelMax unified API platform, including all related websites, APIs, tools, documentation, and features provided by the Company.
2. Description of Service
2.1 ModelMax provides a unified API platform that routes requests to various AI Model Providers. The Service functions as a gateway layer, enabling Customers to access multiple AI models through a single, standardized interface.
2.2 The Company may, at its sole discretion, modify, update, enhance, or discontinue any aspect of the Service at any time, with or without prior notice. We will make commercially reasonable efforts to provide advance notice of material changes.
2.3 The Service may include access to features such as, but not limited to, intelligent model routing, load balancing, fallback routing, usage analytics, and enterprise-grade infrastructure. The availability of specific features may vary by subscription tier.
3. Account Registration and Security
3.1 Registration. To access the Service, you must create an Account by providing accurate, current, and complete registration information. You agree to update such information to keep it accurate and current.
3.2 API Key Security. You are responsible for safeguarding your API Keys and all credentials associated with your Account. You must:
- (a) Keep all API Keys confidential and secure;
- (b) Not share API Keys publicly or embed them in client-side applications;
- (c) Not share, sell, transfer, or sublicense your API Keys to any third party;
- (d) Implement reasonable security measures to prevent unauthorized access.
3.3 Account Responsibility. You are solely responsible for all activities that occur under your Account, whether or not authorized by you. You must notify us immediately at support@modelmax.io upon becoming aware of any unauthorized use of your Account or API Keys.
3.4 Account Restrictions. You may not create an Account using false or misleading information, create multiple Accounts to circumvent restrictions, or use another person's Account without authorization.
3.5 Suspension. We reserve the right to suspend or restrict your Account if we reasonably believe that your Account has been compromised, is being used in violation of these Terms, or is associated with fraudulent or unlawful activity.
4. Usage and Billing
4.1 Pricing. Charges for the Service are based on underlying Model Provider costs. We pass through the costs from the Model Providers, which may include a service fee or markup as indicated on our pricing page. Pricing is subject to change, and we will make commercially reasonable efforts to provide advance notice of pricing changes.
4.2 Billing. The Service operates on a prepaid credit-based system. Customers purchase credits in advance, and usage is deducted from the credit balance based on actual consumption.
4.3 Non-Refundable. Purchased credits and balances are non-refundable (except as otherwise agreed by the Company in its sole discretion), non-transferable, and cannot be withdrawn as cash or converted to any other form of value.
4.4 Delinquency. If your Account balance is insufficient to cover usage charges, we may suspend your access to the Service until payment is made. Continued non-payment may result in Account termination.
4.5 Taxes. All fees are exclusive of any applicable taxes, levies, or duties. You are responsible for paying all such taxes associated with your use of the Service, excluding taxes based on the Company's net income.
4.6 Invoicing and Enterprise Plans. For Customers on enterprise or custom billing arrangements, payment terms will be as set forth in the applicable order form or service agreement. Invoices not paid within thirty (30) days of the due date may be subject to a late payment charge of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower).
5. Acceptable Use Policy
5.1 General. You agree to use the Service only for lawful purposes and in compliance with these Terms, all applicable laws and regulations, and the acceptable use policies of the applicable Model Providers.
5.2 Prohibited Activities. You shall not, and shall ensure that your Authorized Users do not:
- (a) Violate any applicable local, national, or international law or regulation;
- (b) Infringe upon or violate the Intellectual Property Rights or privacy rights of any third party;
- (c) Submit any Customer Data that is unlawful, harmful, threatening, abusive, defamatory, or otherwise objectionable;
- (d) Attempt to gain unauthorized access to the Service, other Accounts, or any systems or networks connected to the Service;
- (e) Interfere with or disrupt the integrity, performance, or availability of the Service;
- (f) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service;
- (g) Use the Service to develop a competing product or service;
- (h) Circumvent any rate limits, usage restrictions, or access controls imposed by the Service;
- (i) Use the Service to generate, distribute, or facilitate the creation of: spam, malware, or phishing content; disinformation or deceptive content; content that exploits or harms minors; non-consensual intimate imagery; content designed to facilitate violence, terrorism, or illegal activities; or content that promotes unlawful discrimination;
- (j) Resell, redistribute, or provide access to the Service to third parties without our prior written consent;
- (k) Violate the acceptable use policies of any underlying Model Provider accessed through the Service.
5.3 Enforcement. We reserve the right to investigate and take appropriate action against any violation of this Section, including removing Content, suspending or terminating Accounts, and reporting violations to law enforcement authorities.
6. Third-Party Model Providers
6.1 Third-Party Services. The Service routes requests to third-party Model Providers. Your use of AI models accessed through the Service is also subject to the respective terms of service and acceptable use policies of those Model Providers.
6.2 No Control. The Company does not control the Model Providers and is not responsible for the availability, accuracy, quality, legality, or safety of any Outputs generated by such Model Providers. The outputs of AI models may be inaccurate, incomplete, biased, or otherwise flawed.
6.3 Changes. Model Providers may change, deprecate, or discontinue their models or services at any time. We will make reasonable efforts to provide notice of significant changes that may affect your use of the Service, but we cannot guarantee the continued availability of any specific model.
6.4 Assumption of Risk. You acknowledge and accept the inherent risks associated with the use of AI models, including but not limited to inaccurate outputs, model hallucinations, and potential biases. You are solely responsible for evaluating and determining the appropriateness of any Output for your intended use.
7. Intellectual Property
7.1 Company IP. The Service, including its design, architecture, code, documentation, trademarks, and all related Intellectual Property Rights, is and shall remain the exclusive property of the Company. Nothing in these Terms grants you any right, title, or interest in the Service except for the limited right to use the Service in accordance with these Terms.
7.2 Customer Data. You retain all rights, title, and interest in and to your Customer Data. By submitting Customer Data to the Service, you grant the Company a limited, non-exclusive, worldwide license to process and transmit such data solely as necessary to provide the Service to you.
7.3 Outputs. As between you and the Company, and subject to the terms of the applicable Model Providers, you retain ownership of the Outputs generated in response to your Customer Data, to the extent permissible under applicable law.
7.4 Feedback. If you provide any suggestions, ideas, feedback, or recommendations to the Company regarding the Service ("Feedback"), you hereby grant the Company a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use, modify, and incorporate such Feedback for any purpose without obligation to you.
7.5 Usage Data. The Company may collect and use aggregated, anonymized data derived from your use of the Service for the purposes of operating, improving, and optimizing the Service. Such data will not identify you or any individual Authorized User.
8. Data Processing and Privacy
8.1 Privacy Policy. Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, and protect your personal data.
8.2 Data Transmission. You acknowledge that Customer Data submitted through the Service is transmitted to third-party Model Providers for processing. The Company may retain request metadata, logs, and limited Content as reasonably necessary for service operation, abuse prevention, security monitoring, debugging, and compliance with applicable laws. The Company will not use Customer Data to train its own models unless you have provided explicit consent.
8.3 Data Security. The Company implements commercially reasonable technical and organizational measures to protect Customer Data during transmission and processing. However, no system can guarantee absolute security, and you transmit data at your own risk.
8.4 Compliance. You are responsible for ensuring that your use of the Service complies with all applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR), the Personal Data (Privacy) Ordinance (PDPO) of Hong Kong, and any other applicable data protection legislation.
9. Representations and Warranties
9.1 Your Representations. You represent and warrant that:
- (a) You have the legal capacity and authority to enter into these Terms;
- (b) You possess all necessary rights in and to the Customer Data you submit through the Service;
- (c) Your use of the Service and any Output will not infringe the rights of any third party;
- (d) You will comply with all applicable laws and regulations in connection with your use of the Service;
- (e) Any information you provide to us is accurate and complete.
9.2 Our Representations. We will use commercially reasonable efforts to make the Service available in accordance with these Terms. This Section 9.2 sets forth the Company's sole and exclusive warranty obligation regarding the Service, and any claim arising hereunder must be notified to the Company within thirty (30) days of the event giving rise to such claim.
10. Disclaimer of Warranties
10.1 "AS IS" BASIS. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.2, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.
10.2 SPECIFIC DISCLAIMERS. THE COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT:
- (a) The Service will be uninterrupted, error-free, or secure;
- (b) Any Outputs generated through the Service will be accurate, complete, reliable, or suitable for any particular purpose;
- (c) Any specific AI model or Model Provider will be available at any given time;
- (d) The Service will meet your specific requirements or expectations;
- (e) Any errors in the Service will be corrected.
10.3 THIRD-PARTY CONTENT. THE COMPANY DISCLAIMS ALL LIABILITY FOR ANY CONTENT GENERATED BY THIRD-PARTY MODEL PROVIDERS, INCLUDING WITHOUT LIMITATION ANY INACCURATE, OFFENSIVE, INFRINGING, OR ILLEGAL CONTENT.
10.4 NO MONITORING. The Company does not monitor, review, or endorse any Content submitted to or generated through the Service. You acknowledge that you use the Service and rely on any Outputs at your own risk.
11. Limitation of Liability
11.1 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 CAP ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO THE COMPANY IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED US DOLLARS (US$100).
11.3 ESSENTIAL PURPOSE. THE LIMITATIONS IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11.4 EXCEPTIONS. Nothing in these Terms shall exclude or limit liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; or (c) any other liability that cannot be excluded or limited under applicable law.
12. Indemnification
12.1 Your Indemnification. You agree to indemnify, defend, and hold harmless the Company and its affiliates, directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
- (a) Your use of the Service;
- (b) Your Customer Data or any Output generated from your Customer Data;
- (c) Your violation of these Terms;
- (d) Your violation of any applicable law or regulation;
- (e) Your infringement of any third-party rights, including Intellectual Property Rights;
- (f) Any dispute between you and any third party arising from your use of the Service.
12.2 Procedure. The Company shall promptly notify you of any claim subject to indemnification and provide reasonable cooperation in the defense of such claim. You shall not settle any claim without the Company's prior written consent.
13. Term and Termination
13.1 Term. These Terms are effective from the date you first access or use the Service and continue until terminated by either party.
13.2 Termination by You. You may terminate your Account at any time by contacting us at support@modelmax.io. Termination will not entitle you to any refund of prepaid credits or fees.
13.3 Termination by Us. We reserve the right to suspend or terminate your access to the Service at any time, with or without cause, and with or without notice, including but not limited to situations where:
- (a) You breach any provision of these Terms;
- (b) Your Account has been inactive for an extended period;
- (c) We are required to do so by law or regulation;
- (d) We discontinue the Service or any material part thereof.
13.4 Effect of Termination. Upon termination:
- (a) Your right to access and use the Service immediately ceases;
- (b) Any remaining credit balance in your Account will be forfeited unless otherwise required by applicable law;
- (c) The Company may delete your Account data after a reasonable retention period;
- (d) All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 7, 10, 11, 12, and 15.
14. Service Availability and Support
14.1 Availability. The Company aims to maintain high availability of the Service but does not guarantee uninterrupted access. The Service may be temporarily unavailable due to scheduled maintenance, updates, or circumstances beyond our control.
14.2 Support. Customer support is available via email at support@modelmax.io. We will make commercially reasonable efforts to respond to support inquiries in a timely manner. Priority support may be available under enterprise or premium plans.
15. General Provisions
15.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People's Republic of China, without regard to its conflict of law principles.
15.2 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be settled by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) in accordance with the HKIAC Administered Arbitration Rules in force at the time of the commencement of the arbitration. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The language of the arbitration shall be English.
15.3 Modifications. The Company reserves the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of the Service after such changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must discontinue use of the Service.
15.4 Entire Agreement. These Terms, together with any applicable order forms, service agreements, and our Privacy Policy, constitute the entire agreement between you and the Company regarding the subject matter hereof and supersede all prior agreements and understandings.
15.5 Severability. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.
15.6 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.
15.7 Assignment. You may not assign or transfer these Terms or any rights hereunder without the prior written consent of the Company. The Company may assign these Terms without restriction.
15.8 Force Majeure. The Company shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, government actions, power failures, internet or telecommunications failures, or actions of third-party Model Providers.
15.9 Notices. All notices under these Terms shall be in writing. Notices to you may be sent to the email address associated with your Account. Notices to the Company shall be sent to:
Clink Lab Limited
RM 10D R1, 10/F KIN GA IND BLDG
9 SAN ON ST, TUEN MUN
HONG KONG
Email: support@modelmax.io
15.10 No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms.
15.11 Headings. The section headings in these Terms are for convenience only and have no legal or contractual effect.
Contact Us
If you have any questions about these Terms, please contact us at:
Clink Lab Limited
RM 10D R1, 10/F KIN GA IND BLDG
9 SAN ON ST, TUEN MUN
HONG KONG
Email: support@modelmax.io