Terms of Service

AnyAPI Inc. ("AnyAPI," "anyapi.ai," "we," "our," or "us") provides an AI inference platform that allows customers to access, integrate, and build upon large language models and other AI capabilities through a unified API and token-based billing system (the "Services").

These Terms of Service ("Agreement") describe the terms that govern all rights and obligations regarding access to and use of the AnyAPI Platform (defined below) and is entered into by and between AnyAPI Inc. ("AnyAPI," "we," "our," or "us") and the party that has agreed to be bound by this Agreement ("Customer," "you," or "your"). AnyAPI and Customer may be referred to herein collectively as the "Parties" or individually as a "Party."

By clicking to accept or agree to this Agreement when the option is made available to you, or otherwise accessing, registering, and/or using the AnyAPI Platform, you accept to be bound by the terms of this Agreement. You represent that you are at least 18 years of age (or the age of legal majority in your jurisdiction) and have the legal capacity to enter into this Agreement. If you are entering into this Agreement on behalf of an organization, you represent that you have authority to bind that entity to these terms. If you do not wish to be bound by this Agreement, do not access or use the AnyAPI Platform at any time.

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1. Definitions

"Affiliate" means any entity controlling, controlled by, or under common control with a Party.

"API" means any application programming interface made available by AnyAPI.

"anyToken" means the internal billing unit used by AnyAPI to measure and charge for consumption of the Services. anyTokens are not a cryptocurrency, security, or financial instrument. They are a proprietary billing abstraction denominated against a posted USD rate, subject to change as set forth in this Agreement.

"anyToken Rate" means the internal USD-denominated exchange rate at which anyTokens are consumed when Customer uses the Services. The anyToken Rate is determined by Customer's Subscription Plan and is implicit in the relationship between the plan price and the number of anyTokens allocated or consumed. AnyAPI does not publish anyToken Rates as standalone figures and reserves the right to adjust them in accordance with Section 11.

"Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement, and (ii) for whom access to the Services has been purchased hereunder.

"Billable Request" means a fully completed, parseable inference response provided by the Services in response to Customer's Input, charged in anyTokens at the applicable anyToken Rate.

"Breakage or Non-Billable Request" means any incomplete, truncated, malformed, or non-functional inference output produced by the Services in response to Customer's Input.

"AnyAPI Platform" or "Services" means the platform (and any website owned, operated, controlled, and/or maintained by AnyAPI) provided in a software-as-a-service format that enables customers to access AI inference capabilities, manage anyToken balances, monitor usage, and integrate AI models into their workflows, and any other functionalities or products set forth in an Order Form.

"Customer Data" means any data, information, content, text, attachments, files, audio, images, third-party content, or other material submitted, transmitted, stored, or otherwise made available to AnyAPI by Customer or its Authorized Users through the Services. Customer Data may include Outputs depending on Customer's jurisdiction.

"Granted Credits" means anyTokens allocated to Customer's account at the start of a billing period pursuant to a paid subscription plan, as specified in the applicable Order Form or pricing page.

"Model Provider" means any third-party entity providing foundational models, large language models (LLMs), generative models, embeddings, or inference endpoints utilized by AnyAPI to fulfill inference requests. AnyAPI selects and routes requests to Model Providers at its sole discretion. The identity of Model Providers is not disclosed to Customer, and AnyAPI does not control their infrastructure, model behavior, or privacy practices.

"Order Form" means either an order form provided to Customer by AnyAPI, a purchase order submitted by Customer in a form and manner agreed by AnyAPI, or the applicable registration or checkout pages that enable Customer to make selections for the scope, use, and price of the AnyAPI Platform.

"Output" means any model-generated content, including tokens, text, embeddings, scores, classifications, JSON structures, or any other data produced by a Model Provider in response to Customer's prompt via the Services.

"Subscription Plan" means the pricing tier selected by Customer (e.g., Free, Pay-As-You-Go, Developer, Pro, or Enterprise), which determines the anyToken Rate, Granted Credits (if any), and other applicable terms.

"Third-Party Products" means any third-party components, proprietary software, tools, or materials—including those provided by Model Providers—that are incorporated into, linked to, or utilized by AnyAPI to provide the Services.

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2. Services Overview

AnyAPI provides access to AI inference capabilities through third-party Model Providers via the AnyAPI Platform. Outputs are generated by independent Model Providers and may contain inaccuracies, hallucinations, biases, or harmful content. Customer is solely responsible for validating Outputs, implementing appropriate safeguards, and ensuring safe downstream use. AnyAPI shall have no liability related to the content or accuracy of Outputs, and Customer hereby expressly releases AnyAPI from any such liability.

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3. Account Security and Credential Management

3.1 Customer Sole Responsibility Customer is solely responsible for the security, confidentiality, and integrity of all authentication credentials, API keys, access tokens, service accounts, webhooks, and configuration settings associated with its use of the Services ("Account Credentials"). AnyAPI does not monitor or control Customer's internal access permissions, credential storage practices, employee usage, or operational environment.

3.2 Access Controls Customer shall implement and maintain robust access controls, including (a) limiting access to authorized personnel on a least-privilege basis, (b) rotating credentials periodically and immediately upon employee departure or role change, and (c) preventing shared or unsecured credential usage. AnyAPI may provide optional mechanisms such as API key scoping and environment separation, but Customer remains fully accountable for configuration and enforcement.

3.3 Misuse and Unauthorized Activity Customer is responsible for all actions taken using its Account Credentials, whether performed by Customer's employees, contractors, systems, third-party tools, or any other actor who gains access through Customer's environment. Customer assumes full responsibility for any misuse, anyToken overages, data exposure, or unintended model calls generated from its account—even if caused by negligent credential handling, compromised environments, insecure storage, CI/CD leakage, developer error, or insider actions.

3.4 Compromise Notification Customer shall notify AnyAPI promptly upon discovering or reasonably believing that Account Credentials have been lost, stolen, exposed, leaked, misused, or compromised. AnyAPI may, at its discretion, disable or rotate affected credentials, but Customer remains responsible for all activity and associated anyToken consumption until AnyAPI's technical controls have taken effect.

3.5 No Liability for Customer Environment AnyAPI is not responsible for:

• vulnerabilities or misconfigurations within Customer's systems, code, devices, CI/CD pipelines, repositories, or third-party integrations;
• actions of Customer's personnel or contractors, including improper key sharing or exfiltration;
• attacks or unauthorized access arising from Customer's infrastructure security gaps; or
• any security, privacy, billing, or compliance consequences arising from Customer's failure to adequately secure its environment.

3.6 Optional Tools; No Guarantee AnyAPI may offer optional dashboard tools, usage alerts, key-scoping features, or anomaly detectors for Customer's convenience. These tools are informational only and do not create warranties, obligations, or assurances. Customer remains solely responsible for monitoring usage and securing its systems.

3.7 Right to Suspend for Security Where AnyAPI reasonably suspects misuse, credential leakage, or harmful activity emanating from Customer's account, AnyAPI may, in its sole discretion, temporarily suspend or limit access to the Services. Such suspension is not a breach by AnyAPI and creates no liability for AnyAPI.

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4. License to Use the Services

4.1 Grant of License Subject to Customer's continuous compliance with this Agreement, AnyAPI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for Customer's internal business purposes and solely in the manner expressly permitted by AnyAPI as set forth in this Agreement and the applicable Order Form.

4.2 Scope of Use The license is limited to:

• sending inference requests through the AnyAPI Platform;
• receiving and using Outputs;
• managing anyToken balances and Granted Credits;
• configuring allowed API integrations and workflows; and
• integrating the Services into Customer's internal or customer-facing products in accordance with this Agreement.

All rights not expressly granted to Customer are reserved exclusively by AnyAPI.

4.3 Restrictions on Use Customer shall not, and shall not permit any third party to:

• Reverse Engineering & Extraction: Attempt to reverse engineer, decompile, disassemble, derive source code, reconstruct system architecture, or extract any aspect of the Services or proprietary platform logic.
• Model or Provider Probing: Conduct model extraction, membership inference, data reconstruction, or adversarial probing to determine or replicate the behavior, training data, or structure of any Model Provider accessed through the Services.
• Benchmarking & Performance Disclosure: Publish, disclose, or use for competitive purposes any benchmark results, latency tests, performance analyses, or evaluations derived from the Services without AnyAPI's prior written consent.
• Building Competitive Services: Use the Services to develop, train, validate, test, or improve any product or platform intended to compete, directly or indirectly, with AnyAPI's inference, billing, or platform infrastructure.
• Unauthorized Resale: Resell, sublicense, distribute, repackage, white-label, or provide the Services on a service-bureau basis without AnyAPI's express prior written consent.
• Circumvention of Controls: Bypass, disable, modify, or interfere with any usage limits, authentication mechanisms, security controls, anyToken billing logic, breakage logic, or platform restrictions.
• Unauthorized Data Use: Use the Services to create datasets, training corpora, or evaluation sets for machine learning or LLM development unless explicitly permitted in writing by AnyAPI.
• High-Risk or Prohibited Uses: Use the Services in violation of the Acceptable Use Policy available at anyapi.ai/legal/aup, or in connection with unlawful, harmful, or safety-critical applications without explicit approval.
• IP Infringement: Use the Services in a manner that infringes, misappropriates, or otherwise violates any intellectual property rights of any person or entity.
• Violation of Law: Use the Services in a manner that violates any applicable laws or regulations.

4.4 Ownership AnyAPI retains all right, title, and interest in and to: the Services; all software, models, systems, infrastructure, and routing logic; documentation, SDKs, UIs, and APIs; all improvements, derivatives, and enhancements; and all intellectual property therein. With respect to Third-Party Products, the applicable third party owns all right, title, and interest therein. Ownership of Outputs is dictated by the applicable Model Provider's terms. No ownership rights in Outputs are granted to Customer under this Agreement except as may be provided by the relevant Model Provider.

4.5 Feedback If Customer or its Authorized Users provide any feedback, suggestions, or enhancement requests regarding the AnyAPI Platform ("Feedback"), AnyAPI shall own all such Feedback and is free to use it in its sole discretion without attribution or compensation to Customer. Customer hereby assigns to AnyAPI all right, title, and interest in and to such Feedback.

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5. Customer Obligations; Customer Data

5.1 Customer Obligations Customer shall:

• make its Authorized Users aware of the obligations of this Agreement and cause them to comply;
• be responsible for all acts and omissions of its Authorized Users;
• be liable for uses and misuses of the Services, including violations of Section 4; and
• obtain all necessary consents and authorizations in connection with Customer Data.

Customer acknowledges that AnyAPI does not monitor, review, or control Customer Data submitted to the Services and assumes no liability for such Customer Data. Customer represents and warrants that Customer Data does not infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other rights of any third party, and that Customer has all necessary rights, licenses, and consents to provide such Customer Data.

5.2 Customer Data Customer is solely responsible for: (i) the accuracy, quality, integrity, legality, and correctness of Customer Data; and (ii) the selection, creation, and updating of Customer Data provided to AnyAPI or submitted to the Services. Customer grants AnyAPI a limited, non-exclusive, revocable license to use Customer Data solely for the purpose of providing the Services.

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6. Term and Termination

6.1 Term The initial term of this Agreement begins upon the earlier of (i) Customer's first use of the Services or (ii) execution of the applicable Order Form (the "Effective Date") and, unless terminated earlier pursuant to this Agreement, shall continue for the period set forth in the applicable Order Form. If no period is specified, the Term shall be one (1) year from the Effective Date. This Agreement will automatically renew for consecutive one (1) year terms unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.

6.2 Termination AnyAPI may terminate this Agreement upon written notice to Customer if Customer: (a) fails to pay any amount due hereunder and such failure continues for more than thirty (30) days after notice, or (b) breaches any obligations under Sections 4 or 5.

Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and such breach (1) is incapable of cure, or (2) if capable of cure, remains uncured thirty (30) days after written notice.

Upon cancellation or termination, no further Granted Credits are allocated. Any remaining Granted Credits stay accessible until the end of the last prepaid billing period, after which they expire permanently. No refunds are issued for unused Granted Credits or any prepaid amounts.

Company may suspend or terminate an Account immediately and without prior notice where Company reasonably suspects fraud, multi-accounting, or other abuse of the Services or the Free Plan.

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7. Data Processing

Customer retains ownership of Customer Data. AnyAPI processes Customer Data solely to provide the Services as further described in the AnyAPI Privacy Policy available at anyapi.ai/privacy-policy. Customer is responsible for configuring the Services consistent with its own privacy and data governance obligations.

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8. Third-Party Model Providers

Customer acknowledges that inference responses are executed by independent Model Providers selected by AnyAPI at its sole discretion. AnyAPI is not liable for Model Provider downtime, failures, errors, outages, reliability deviations, or privacy and security practices. AnyAPI may substitute, prioritize, or rebalance model endpoints for performance, reliability, or compliance purposes without notice.

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9. Free Plan

The Free plan provides Customer with up to 100,000 anyTokens per calendar day at no charge. Daily allowances reset at midnight UTC and do not carry over. Unused Free plan anyTokens expire at the end of each calendar day and are non-transferable.

AnyAPI reserves the right to modify, limit, suspend, or discontinue the Free plan at any time and without prior notice. AnyAPI may impose additional restrictions on Free plan usage, including rate limits, feature restrictions, or reduced priority routing, at its sole discretion. The Free plan is intended for evaluation and low-volume use only. Continued availability of the Free plan is not guaranteed.

The Free Plan is limited to one Account per individual or legal entity. AnyAPI may identify duplicate or related Accounts using device, payment, network, or behavioral signals, and may reject, suspend, or terminate such Accounts and revoke any Free Plan credits obtained in violation of this restriction, without prior notice. 

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10. Service Levels

AnyAPI uses commercially reasonable efforts to maintain platform availability but does not guarantee uptime or performance. Service credits may be issued at AnyAPI's discretion and do not constitute a warranty or performance guarantee.

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11. Fees, anyTokens & Billing

11.1 Subscription Plans and anyToken Rates Customer shall pay AnyAPI fees in accordance with the Subscription Plan selected, as set forth on the AnyAPI pricing page or in an applicable Order Form. Fees are calculated based on anyToken consumption at the applicable anyToken Rate for Customer's plan. AnyAPI may adjust anyToken Rates upon reasonable prior notice to Customer.

11.2 Granted Credits Granted Credits are allocated to paid Subscription Plans (Developer, Pro, Enterprise) at the start of each billing period and accumulate while the subscription remains active — unused credits carry over into subsequent billing periods. Upon cancellation, no further credits are granted, but any remaining Granted Credits stay accessible until the end of the last prepaid billing period, after which they expire permanently and are non-refundable.

11.3 Pay-As-You-Go The Pay-As-You-Go plan operates on a prepaid balance model — Customer tops up their account balance in USD, which is converted to anyTokens at the applicable rate and drawn down as requests are made. Prepaid balance does not expire and is not subject to billing periods. Upon account closure, any remaining prepaid balance is non-refundable.

11.4 Breakage Breakage and Non-Billable Requests are non-billable and will not be charged against Customer's anyToken balance. The breakage framework is a billing courtesy and does not create performance guarantees or obligations.

11.5 Payments Payments are due within thirty (30) days of invoice unless otherwise stated in the Order Form. AnyAPI may suspend access to the Services for non-payment.

11.6 Taxes Customer is responsible for all applicable sales, use, excise, and similar taxes imposed by any governmental authority on amounts payable hereunder, other than taxes imposed on AnyAPI's net income. All fees are exclusive of taxes and similar assessments.

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12. Security

AnyAPI may implement security practices such as encryption, access controls, isolation, and monitoring, but these practices are non-binding and do not constitute warranties or service commitments. Customer is fully responsible for securing its own systems, applications, and integrations with the AnyAPI API.

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13. Acceptable Use

Customer may not use the Services unlawfully or harmfully, including generating unlawful content, violating privacy laws, distributing malware, attempting re-identification of anonymized data, or bypassing platform safeguards. Customer may not register, maintain, or control more than one Account per individual or legal entity ("multi-accounting"), including through multiple email addresses, aliases, shell or related entities, automated/scripted registration, or any other means intended to circumvent usage limits, the Free Plan, promotional offers, or per-account restrictions. Customer is responsible for being aware of and complying with all applicable rules and restrictions.

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14. Confidentiality

From time to time during the Term, either Party may disclose or make available to the other Party confidential information about its business affairs, products, intellectual property, trade secrets, or other sensitive or proprietary information ("Confidential Information"). Confidential Information does not include information that: (a) is in the public domain at the time of disclosure; (b) was known to the receiving Party at the time of disclosure; (c) was rightfully obtained on a non-confidential basis from a third party; or (d) was independently developed by the receiving Party.

The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity except to employees who have a need to know for purposes of performing under this Agreement. Notwithstanding the foregoing, either Party may disclose Confidential Information to the limited extent required by law or court order, provided that prior written notice is given to the other Party where reasonably practicable.

Upon expiration or termination of this Agreement, the receiving Party shall promptly return or destroy all copies of the disclosing Party's Confidential Information and certify such destruction in writing upon request. Confidentiality obligations are effective as of the Effective Date and expire five (5) years from the date of disclosure; provided, however, that obligations with respect to trade secrets survive for as long as such information remains a trade secret under applicable law.

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15. Warranty Disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." ANYAPI DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING AS TO ACCURACY, SECURITY, AVAILABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ANYAPI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ANYAPI MAKES NO WARRANTY THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE WITH ANY SOFTWARE OR SYSTEM, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. OUTPUTS ARE GENERATED BY THIRD-PARTY MODEL PROVIDERS AND ANYAPI MAKES NO WARRANTY REGARDING THEIR ACCURACY, COMPLETENESS, OR FITNESS FOR ANY PURPOSE.

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16. Limitation of Liability

IN NO EVENT WILL ANYAPI BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) LOSS OF BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) LOSS, INTERRUPTION, DELAY, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER ANYAPI WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.

IN NO EVENT WILL ANYAPI'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER TO ANYAPI IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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17. Infringement Remedy; Indemnification

17.1 Infringement Remedy If a third party asserts claims that the Services infringe or misappropriate such third party's intellectual property rights, Customer will promptly notify AnyAPI in writing. AnyAPI may, at its sole discretion: (A) modify or replace the Services to make them non-infringing, or (B) obtain the right for Customer to continue use. If neither alternative is reasonably available, AnyAPI may terminate this Agreement and issue Customer a refund of prepaid, unused fees for the terminated portion of the subscription period.

This Section 17.1 does not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, or technology not provided or authorized by AnyAPI; (B) modifications to the Services not made by AnyAPI; (C) Customer Data; or (D) Third-Party Products.

17.2 Indemnification Customer shall indemnify, defend, and hold harmless AnyAPI from and against any losses resulting from a third-party claim: (i) related to Customer Data, including claims that Customer Data infringes any intellectual property or violates applicable law; (ii) based on Customer's or any Authorized User's gross negligence or willful misconduct; (iii) arising from Customer's use of the Services in a manner not authorized by this Agreement; (iv) arising from Customer's use of Outputs; or (v) arising from Customer's breach of this Agreement.

17.3 Sole Remedy THIS SECTION 17 SETS FORTH CUSTOMER'S SOLE REMEDIES AND ANYAPI'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

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18. Amendments and Modifications

18.1 Notice of Material Changes AnyAPI may update or modify this Agreement from time to time. For changes that materially alter the rights and obligations of Customer, AnyAPI will provide notice through reasonable means, including dashboard notifications, email, or posting updated terms. Customer's continued use of the Services after the effective date of the modification constitutes acceptance of the revised terms.

18.2 Non-Material Changes Updates that are editorial, administrative, clarifying, or that improve Customer protections or reflect evolving legal frameworks may be made without prior notice and become effective upon posting.

18.3 Customer Objection If Customer reasonably objects to a material modification, the Parties will discuss such modification in good faith. If no resolution is reached, Customer may elect to terminate the affected Services as its exclusive remedy.

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19. Usage Data; Telemetry; Derived Insights

19.1 Ownership of Usage Data AnyAPI retains all right, title, and interest in and to all "Usage Data," which includes: metadata relating to Customer's access to the Services; request statistics, anyToken consumption, API call patterns, latency metrics, and error rates; system logs, performance logs, audit trails, and operational telemetry; billing metrics and breakage statistics; and any other data generated or derived by AnyAPI in connection with the operation and improvement of the Services. Usage Data does not include Customer Data.

19.2 Derived Data and Analytics AnyAPI may freely create, use, reproduce, analyze, commercialize, or otherwise exploit "Derived Data," meaning any aggregated, anonymized, de-identified, statistical, or analytical data derived from Usage Data or Customer's use of the Services, provided such Derived Data does not identify Customer or any individual.

19.3 No Customer Rights in Platform Telemetry Usage Data and Derived Data are not Customer Data, do not belong to Customer, are proprietary to AnyAPI, and may be used to operate, secure, improve, and develop the Services for any purposes as determined by AnyAPI.

19.4 No Opt-Out From Essential Telemetry Customer may not disable or interfere with the generation of Usage Data essential to security, billing accuracy, anyToken accounting, system integrity, or core platform functionality.

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20. Alerts and Communications

20.1 Account and Service Messages By creating an account or using the Services, you consent to receive account-related and service communications from AnyAPI, including administrative messages, service notifications, security alerts, authentication messages, and other transactional or operational communications. These messages may be delivered via email, SMS, or other messaging technologies, including through third-party service providers.

20.2 No Marketing Messages Without Consent AnyAPI does not send promotional or marketing SMS messages unless you have separately and expressly consented to receive such messages.

20.3 Opt-Out You may opt out of non-essential account messages delivered via SMS at any time by emailing legal@anyapi.ai with your request. Opting out of certain messages may limit our ability to provide timely notices regarding account activity, security events, or service updates. AnyAPI may continue to send communications necessary to provide the Services or comply with applicable law.

20.4 Message Frequency and Charges Message frequency varies based on account activity and service usage. Standard message and data rates may apply as determined by your mobile carrier.

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21. Force Majeure

Neither Party shall be liable to the other for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure is caused by circumstances beyond such Party's reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, civil unrest, government actions or sanctions, internet or infrastructure outages, DDoS attacks, failures of third-party cloud or network providers, epidemics, or pandemics ("Force Majeure Event"). The affected Party shall notify the other Party as soon as reasonably practicable and shall use commercially reasonable efforts to resume performance. If a Force Majeure Event continues for more than thirty (30) consecutive days, either Party may terminate this Agreement upon written notice without liability.

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22. Dispute Resolution

22.1 Informal Resolution Before initiating any formal proceeding, the Parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement ("Dispute") informally. The Party raising the Dispute shall provide written notice describing the Dispute in reasonable detail. The Parties shall negotiate in good faith for a period of thirty (30) days from receipt of such notice (the "Negotiation Period") before pursuing any other remedy.

22.2 Binding Arbitration If a Dispute is not resolved during the Negotiation Period, it shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator, in the English language, and the seat of arbitration shall be Delaware. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

22.3 Class Action Waiver EACH PARTY WAIVES ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

22.4 Exceptions Notwithstanding the foregoing, either Party may seek emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm pending resolution of a Dispute by arbitration.

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23. Governing Law; Venue; Interpretation

23.1 Choice of Law This Agreement and any disputes arising from it are governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts-of-law principles.

23.2 Venue To the extent court proceedings are permitted under this Agreement, the Parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware.

23.3 Interpretation Headings are for convenience only and shall not affect interpretation. In the event of any inconsistency between this Agreement and an Order Form, the Order Form shall control.

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24. Miscellaneous

24.1 Reservation of Rights AnyAPI reserves all rights not expressly granted to Customer in this Agreement. Nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, any intellectual property rights or other right, title, or interest in or to the Services beyond what is expressly stated.

24.2 Relationship of the Parties This Agreement does not create any joint venture, partnership, employment, or agency relationship between the Parties.

24.3 Entire Agreement This Agreement, together with any applicable Order Form and the AnyAPI Privacy Policy and Acceptable Use Policy incorporated herein by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings, or representations.

24.4 Severability If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

24.5 Waiver No waiver of any provision of this Agreement shall be effective unless in writing. No failure or delay in exercising any right shall constitute a waiver of such right.

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25. Contact

AnyAPI Email: av@anyapi.ai Website: anyapi.ai

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26. Legal Entity

AnyAPI Inc., United States

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