Terms of Service

Last updated 31 October 2026 · Effective 5 October 2026

These Terms are provided in English and Chinese; the Chinese version is for reference only. If the two versions conflict or are inconsistent, the English version prevails.

1. Acceptance; Arbitration Notice

These Terms of Service (“Terms”) are a legally binding agreement between you or the entity you represent (“Customer” or “you”) and OceanToken (“OceanToken”, “we”, “us” or the “Platform”), governing your access to and use of the oceantoken.ai website, console, API, Chat, AI Workspace, MCP service, command-line tool (CLI), model access and aggregation, smart routing, token and credit services, and related products and services (together, the “Service”).

By creating an account, checking a box or clicking to accept, purchasing Credits, calling the API or otherwise using the Service, you confirm that you have read, understood and agree to these Terms and our Privacy Policy. If you do not agree, do not use the Service.

IMPORTANT: SECTION 28 CONTAINS A BINDING INDIVIDUAL ARBITRATION PROVISION AND A WAIVER OF CLASS ACTIONS AND JURY TRIALS THAT AFFECT HOW DISPUTES ARE RESOLVED. PLEASE READ IT CAREFULLY.

2. Definitions

“Model” means an artificial intelligence model accessible through the Service; “Third-Party Provider” means a third party that provides models, inference, cloud computing, data centers, infrastructure, APIs or other services; “Model Terms” means the licenses, usage policies and other terms a Third-Party Provider applies to its models or services.

“Customer Content” means prompts, inputs, files, data, text, images, audio, code and other information submitted, transmitted or provided through the Service by you or your End Users; “Output” means content a Model generates from Customer Content and the Service returns.

“Credits” means prepaid tokens, balances or other service units you purchase to pay for the Service; “End Users” means your employees, contractors, customers and others who access the Service through your account or your products.

3. Eligibility, Accounts and End Users

You must be at least 18 years old and have full legal capacity. If you accept these Terms on behalf of an entity, you represent and warrant that you have authority to bind it.

You must provide accurate, complete and current account information and keep your account, API keys and other credentials secure. All activity through your account or API keys is deemed authorized by you, and you are solely responsible for it and for all resulting charges, whether or not you personally performed it. You must not sell, publicly disclose or share API keys with anyone outside your account; notify us immediately of any compromise or unauthorized use and take steps to limit losses.

You may integrate the Service into your own products. You are responsible for all acts and omissions of your End Users and must ensure they comply with the applicable provisions of these Terms.

4. Nature of the Service, Third-Party Models and Dynamic Routing

The Service provides access to artificial intelligence models and related technical services. Unless we expressly state otherwise in writing, the Platform does not represent that it owns, trains, operates or controls any underlying model or computing infrastructure made available through the Service; models and related infrastructure may be provided by Third-Party Providers.

To improve availability, performance, cost efficiency or stability, we may, in our sole discretion and without notice, dynamically select or change Third-Party Providers, computing resources, API routes, model versions or infrastructure based on availability, latency, quality, capacity, cost, model version, security, legal and regulatory requirements, Third-Party Provider policies or other operational factors. Unless we expressly commit otherwise in writing, you have no right to require that any request be processed by a particular Third-Party Provider, server, data center or computing resource.

By using any model through the Service, you agree to comply, and to ensure your End Users comply, with the applicable Model Terms; continued use after Model Terms change constitutes acceptance. Some Third-Party Providers prohibit use of their models by users in certain countries or regions or acting for certain entities; you must not circumvent such restrictions by virtual private network, proxy or any other means. We may suspend or restrict your access to any model at a Third-Party Provider’s request or in our discretion.

5. Fees, Credits and Metering

Fees are as displayed on the Platform at the time, in an order form, or in a separate signed agreement. We may change prices at any time, effective for requests initiated after the change is posted; if a Third-Party Provider changes its prices we may adjust our prices, routing or model availability accordingly. Any discount, comparison price or promotional figure is limited to the basis, date and conditions stated with it.

When you purchase Credits, a processing fee is added to the price of the Credits: 2.9% of the total payment plus US$0.30, the same for every payment method. The fee is shown as a separate line on the checkout page and is not added to your Credit balance. The rate shown on the checkout page at the time of purchase applies; a changed rate applies only to purchases started after the change.

Usage may be measured by input tokens, output tokens, cached tokens, requests, images, video duration, compute time or other metrics; Third-Party Providers may measure usage differently. Absent manifest error, the Platform’s records are final and conclusive as to usage and fees. You must raise any billing dispute in writing within 30 days after the charge, or the charge is deemed accepted.

Credits are not bank deposits, electronic money, securities or property of any kind, bear no interest, have no investment character, cannot be redeemed for cash, and cannot be transferred or sold. We may place a hold for the estimated cost of long-running jobs and settle to actual usage on completion. Requests are refused when your balance is insufficient or below the minimum balance.

6. No Refunds, Expiration and Chargebacks

Credits are digital service units. ALL PURCHASES ARE FINAL AND NON-REFUNDABLE AND CANNOT BE CANCELLED, including for unused or partially used Credits, account suspension or termination, changes to the Service or models, or your decision to stop using the Service, except where a refund is required by applicable law or we agree to one. If the law of your jurisdiction gives consumers a right to withdraw from digital content purchases, you expressly request that performance begin immediately upon purchase and acknowledge that you lose that right once performance begins.

Purchased Credits expire 12 months after the date of purchase, and any unused portion is forfeited without compensation. Credits granted as gifts, promotions, trial codes or service credits have no cash value, may carry shorter validity periods, and may be modified or revoked by us at any time.

If the payment for your first top-up is refunded in full (where applicable law requires it or we agree to it), charged back or disputed, the bonus Credits are withdrawn in full; after a partial refund, the bonus is recalculated as 10% of the Credits that remain, never more than originally given; if a dispute is resolved in your favour, the bonus is restored. If withdrawing bonus Credits you have already used leaves a negative balance, the negative amount is deducted from your next top-up.

You must not initiate a chargeback or payment reversal for Service already provided. A chargeback is a material breach of these Terms; we may immediately suspend or terminate your account, freeze or forfeit your balance, and recover the disputed amount, related fees and collection costs from you.

If we permanently discontinue the Service as a whole, or terminate your account for convenience while you are not in breach, we will refund purchased Credits that are unused and unexpired (excluding promotional Credits), and we will have no other liability.

7. Promotions, Discounts and Membership Programs

We may from time to time offer discounts, offers, rebates, bonus Credits, tiered pricing, membership levels, subscription benefits, referral rewards or other promotional and membership programs (together, “Programs”). Eligibility, rules, benefits, duration and scope of each Program are as published by us at the time.

First top-up bonus: when you first buy at least US$0.50 of Credits with a real payment, we add bonus Credits equal to 10% of the Credits bought (excluding the processing fee), rounded down to the cent, up to US$100. Once per person; a new account of the same person does not qualify; team wallets do not qualify and an organization wallet qualifies once; the account must have a verified, non-disposable email address. Bonus Credits have no cash value, cannot be refunded or cashed out, and do not count toward cumulative top-up tiers.

We may, in our sole discretion, add, modify, suspend or terminate any Program, or adjust or revoke benefits you have received under it, at any time without notice and without liability to you. The interpretation and application of Program rules are determined by us in our sole discretion, and to the extent permitted by law our interpretation is final.

Program benefits have no cash value and are non-transferable, non-redeemable and, unless stated otherwise, cannot be combined with other Programs. If we reasonably believe you have participated in a Program improperly (including through multiple accounts, fake referrals, artificial volume, exploitation of errors or unlawful activity), we may disqualify you, revoke all benefits and any resulting balance, and suspend or terminate your account.

8. Taxes

Prices exclude taxes. You are responsible for all sales, use, value-added, goods and services, withholding and other taxes associated with your purchase and use of the Service, other than taxes on our income. If withholding is required by law, you will gross up the payment so that we receive the full amount we would have received without it.

9. Customer Content

As between you and the Platform, you retain the rights you lawfully hold in Customer Content. You grant us and our service providers a worldwide, non-exclusive, royalty-free license, sublicensable only to our service providers, to host, copy, process, transmit, analyze and display Customer Content to provide, maintain, protect, secure, troubleshoot, improve and develop our products and services, including transmitting it to Third-Party Providers.

We may collect, use and disclose usage data, metadata, and aggregated or de-identified data that does not identify you or any individual, for any lawful purpose, including analytics, billing, security, research and development, and commercial purposes.

You represent and warrant that you have all rights necessary to submit Customer Content; that you have obtained all authorizations, licenses, notices and consents required by law; and that Customer Content and its processing do not infringe any third-party right and have a lawful basis.

10. Data Processing and Data Residency

THE STANDARD SERVICE DOES NOT INCLUDE ANY DATA RESIDENCY COMMITMENT FOR ANY COUNTRY, REGION OR DATA CENTER. Unless we expressly commit in an order form, enterprise agreement or other writing, we do not warrant that Customer Content will be processed only in any particular country, will not be processed in any particular country, will be processed only by particular data centers or cloud providers, or will always be processed on the same infrastructure.

The location indicated by API endpoints, IP addresses, CDN nodes, network ingress, DNS, API gateways or similar technical information is not a warranty of the physical location where models compute, run inference or process data. To the extent permitted by law, you agree that Customer Content may be processed by us and Third-Party Providers located in different jurisdictions.

If you require country-specific processing, regional data residency, exclusion of particular countries or Third-Party Providers, a specific compliance environment, or any other special data handling, you must purchase a service we expressly designate as supporting that requirement, or sign a separate written agreement with us, before submitting the relevant data; otherwise such requirements do not apply.

11. Sensitive and Regulated Data

You know best the source, nature, data subjects and purposes of the data you submit, and you are responsible for determining before use whether any data is subject to special legal, industry or contractual requirements.

Unless we expressly confirm in writing that a service supports it, you must not submit through the standard Service data that would require us to assume special handling, residency or regulatory obligations, including regulated financial data, health data protected by laws such as HIPAA, biometric data, genomic data, precise geolocation, sensitive government data, passwords, private keys or highly sensitive credentials, data subject to localization requirements, and other highly sensitive data defined by law. You must minimize the data you submit and are solely responsible for any data submitted in breach of this section.

12. Security and Vendor Management

We may implement technical, organizational and contractual measures we consider reasonable to manage the Service and Third-Party Providers, including vendor review, contractual requirements, access controls, logging and security monitoring, provider or region restrictions, and risk assessment. Third-party infrastructure is independent; we may rely on information, representations, contractual commitments, certifications and compliance documents provided by Third-Party Providers and do not warrant that we can independently verify all of their technical, operational or physical attributes.

13. AI Output

AI systems are probabilistic. Output may be inaccurate, incomplete, outdated, factually wrong, identical or similar to output provided to others, or unsuitable for your purpose. You must evaluate Output yourself and must not rely solely on Output for important decisions that by law require professional judgment or independent verification. Output is not legal, medical, investment, accounting, tax or other professional advice.

To the extent permitted by law and the Model Terms, we do not claim rights in Output. We do not warrant that Output is protectable by copyright or other intellectual property rights, unique, not provided to others, or free of third-party rights; you are solely responsible for determining whether your use, publication or commercialization of Output is lawful.

14. Prohibited Uses

You must not, and must not permit anyone to, use the Service to: (1) violate applicable law or Model Terms; (2) infringe intellectual property, privacy or other rights; (3) generate or distribute content involving the sexual exploitation of minors, or inciting violence, terrorism or hatred; (4) develop weapons, distribute malware or conduct cyberattacks, or access systems or data without authorization; (5) defraud, impersonate or engage in other unlawful activity; (6) circumvent technical, security, rate, budget or regional limits, including by creating multiple accounts; (7) evade sanctions, export controls or national security restrictions; (8) extract, distill, steal, reverse engineer, decompile or scrape models or the Service without permission; (9) resell, sublicense or share the Service or API access, or build a competing service, without our written consent; (10) conduct red teaming, penetration testing or security testing without our prior written approval; (11) purchase Credits with funds from unlawful sources; or (12) engage in any activity that may expose the Platform, its affiliates or Third-Party Providers to material legal, security or regulatory risk.

You may not use the Service to create or distribute realistic images, video, audio or text that depict or imitate a real, identifiable person, including public figures, in a way that is deceptive, defamatory or sexual, that is presented as genuine, or that could mislead others about what that person said or did, unless you have that person's consent or the content is clearly labeled as synthetic and is lawful commentary, satire or news reporting. We may remove such content, suspend access, and cooperate with lawful requests.

We may, in our discretion, monitor, screen, log and remove content and may report to authorities as required by law. If you breach this section we may, without notice, refuse requests, remove content, suspend or terminate your account and forfeit your balance.

15. Illegal and Grey-Market Activity: Account Termination and Forfeiture

You agree not to use the Service in any way for illegal or grey-market activity, including telecom and online fraud, phishing and impersonation, gambling and its promotion, money laundering and illicit fund transfers, illegal fundraising and unlicensed financial services, pornographic content (especially content involving minors), drugs and contraband, spam and bulk messaging, bulk account registration and account farming, fake reviews and artificial traffic, credential stuffing and account takeover, unlawfully obtaining or trading personal information, evading risk controls, providing technical support for any of the foregoing, or any business that is unlawful or requires a license you do not hold.

If we determine, in our sole discretion, that you or your End Users engage in or facilitate any such activity, or if your use triggers an investigation, complaint or demand from law enforcement, a payment institution or a Third-Party Provider, we may immediately and permanently ban the relevant account and any associated accounts without notice, and forfeit all balances and benefits in them without refund. You agree that, because the compliance, reputational and Third-Party Provider relationship harms caused by such conduct are difficult to calculate precisely, forfeiture constitutes reasonable liquidated damages and does not limit our right to pursue other remedies.

We may preserve account information, logs and content relating to such activity, and report and disclose them to law enforcement, regulators, payment institutions or affected third parties as permitted or required by law.

16. Export Controls, Sanctions and National Security

You must not use the Service in violation of the U.S. Export Administration Regulations (EAR), sanctions administered by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), the U.S. Department of Justice Data Security Program (28 C.F.R. Part 202), or any other applicable export control, economic sanctions or national security law. You represent that neither you nor your End Users are located in a comprehensively sanctioned country or region, listed on any applicable restricted-party list, or owned or controlled by such a party.

You must ensure that the information you provide about your identity, End Users, the nature of the data, purpose, location and end use is true, accurate and not materially misleading. If we reasonably believe that any request, account, End User, model, vendor or route may create legal, sanctions, export control, national security or material compliance risk, we may refuse requests, restrict models, change routing, request additional information, or suspend or terminate the Service, without liability.

17. Intellectual Property and Feedback

The Platform and its licensors retain all rights in the Service, software, APIs, interfaces, documentation, technology, trademarks and other Platform materials. We may use any suggestions or feedback you provide perpetually, free of charge and without restriction or obligation to you.

18. Third-Party Services and Integrations

The Service may rely on or connect to third-party services (including payment processing, third-party sign-in, web search and code execution tools, and the MCP service and CLI you install in coding tools). Your use of third-party services is governed by their terms, and any transaction or data exchange is solely between you and that third party. We make no warranty beyond those expressly stated in these Terms regarding third-party conduct outside our reasonable control, including outages, model errors or retirement, API or price changes, data handling and retention, and security incidents. The CLI or MCP may write configuration or invoke local programs on your device; you assess and assume that risk.

19. Changes to the Service and Models; Availability

We do not guarantee that any particular model, version, provider, price, performance level or feature will remain available, and we may at any time add, remove or replace models, change Third-Party Providers, modify routing and interfaces, impose usage limits or suspend parts of the Service. We will give notice of material changes where reasonably practicable, except in cases of legal, security, vendor-outage or emergency circumstances.

20. Service Levels

Unless the parties sign a separate SLA, the Service is provided on an as-available basis and we make no commitment as to any particular uptime, latency, throughput, cache-hit rate, model quality or response time. Historical, test or advertised performance figures are not a guarantee of future service levels.

21. Beta, Experimental and Preview Features

Features labeled Beta, Preview, Experimental, Early Access or similar may not be fully tested, may contain errors, may be changed or discontinued at any time, and may not be covered by the security, SLA or support commitments that apply to the generally available Service. You decide voluntarily whether to use them and assume all associated risk.

22. Suspension and Termination

We may, in our sole discretion and with or without notice, limit, suspend or terminate all or part of the Service or your account for any reason or no reason, including your breach of these Terms, overdue fees, compromised API keys, fraud or abuse, security risk, third-party rights risk, regulatory or legal risk, sanctions or export control risk, a Third-Party Provider’s request, or where the Service may expose the Platform or others to liability. You may stop using the Service and close your account at any time.

In emergencies involving security, law, sanctions, export controls, regulatory requirements or third-party infrastructure, we may immediately and without prior notice take any measures we consider necessary, including refusing requests, restricting models, changing routing, freezing balances or suspending accounts.

If we suspend or terminate for your breach, abuse, fraud or chargeback, all balances in your account are forfeited and will not be refunded. In other cases, balances are handled under Section 6. Provisions that by their nature should survive termination survive, including Sections 5 to 8 (as to amounts incurred), 9, 10, 13, 15, 16, 17 and 23 through 32.

23. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, MODELS AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE PLATFORM AND ITS AFFILIATES, SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, CONTINUOUS AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, CORRECTNESS OF OUTPUT, CONTINUED AVAILABILITY OF ANY MODEL OR THIRD-PARTY PROVIDER, ANY PARTICULAR DATA PROCESSING LOCATION, OR THAT THE SERVICE WILL MEET YOUR LEGAL, REGULATORY OR BUSINESS REQUIREMENTS. WE DO NOT WARRANT THAT OUTPUT IS SUITABLE FOR ANY REGULATED, HIGH-RISK, SAFETY-CRITICAL, LEGAL, MEDICAL, FINANCIAL, EMPLOYMENT OR CUSTOMER-FACING USE. YOU USE THE SERVICE AT YOUR SOLE RISK.

24. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND ITS AFFILIATES, SUPPLIERS, LICENSORS, DIRECTORS, OFFICERS AND EMPLOYEES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY OR DATA, BUSINESS INTERRUPTION OR COST OF SUBSTITUTE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE PLATFORM AND ITS AFFILIATES FOR ALL CLAIMS RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE FEES YOU ACTUALLY PAID US FOR THE SERVICE IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR (B) US$100.

ANY CLAIM RELATING TO THE SERVICE OR THESE TERMS MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES, OR IT IS PERMANENTLY BARRED. You acknowledge that these disclaimers and limitations are an essential basis of the parties’ allocation of risk and of our pricing. Nothing in this section excludes or limits liability that cannot be excluded or limited by law.

25. Indemnification

You will defend, indemnify and hold harmless the Platform and its affiliates, directors, officers, employees, suppliers and licensors from any third-party claims, liabilities, losses, damages, settlements and expenses (including reasonable attorneys’ fees) arising from: (1) your or your End Users’ use of the Service or breach of these Terms; (2) Customer Content; (3) your products, applications or services; (4) infringement of third-party rights; (5) unlawful processing of personal data; (6) violation of data protection, privacy, sanctions, export control or other laws; (7) unauthorized submission of regulated data; (8) use, publication or commercialization of Output; or (9) any representation or warranty you make to End Users beyond our express commitments. We may assume control of the defense and you will cooperate; you may not settle any claim without our written consent.

26. Force Majeure

We are not liable for any delay, interruption or failure to perform caused by events beyond our reasonable control, including natural disasters, war, terrorism, labor disputes, large-scale cyberattacks, internet or telecommunications failures, failures of cloud providers, third-party model providers or data centers, government action, changes in law or regulation, sanctions or export restrictions, and power or infrastructure outages.

27. Changes to These Terms

We may modify these Terms at any time, effective upon posting. For material changes we will give notice through the website, console or email where reasonable. Your continued use of the Service after a change takes effect constitutes acceptance; if you do not accept, you must stop using the Service. Changes to Section 28 do not apply to disputes of which you notified us before the change took effect.

28. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, USA, and the Federal Arbitration Act, without regard to conflict-of-laws rules.

Before starting arbitration, a party must send the other a written notice of dispute and negotiate in good faith for 30 days. If unresolved, any dispute, claim or controversy arising out of or relating to these Terms or the Service (including questions about the scope, validity or enforceability of this arbitration provision, which the arbitrator will decide) will be finally resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its rules then in effect, seated in Wilmington, Delaware. Individual claims within small-claims court jurisdiction, and applications for temporary injunctive or other emergency relief to protect intellectual property or stop a breach, may be brought in a court of competent jurisdiction.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL OR SINGLE-ENTITY CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, REPRESENTATIVE OR COLLECTIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MULTIPLE PARTIES. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL. If the class-action waiver is found unenforceable, the affected claims will be heard in the state or federal courts located in Delaware, and the rest of this section remains in effect.

29. Notices and Electronic Communications

We may give notices through your account, registered email address, website announcements or other agreed means, effective when sent or posted. You consent to receive communications electronically and are responsible for keeping your contact details accurate. Legal notices to us must be sent to support@oceantoken.ai.

30. Assignment and General

You may not assign these Terms without our prior written consent; we may freely assign them in connection with a merger, acquisition, reorganization, asset sale, affiliate restructuring or similar transaction. These Terms, together with applicable order forms, product terms, the Privacy Policy, any DPA, usage policies and documents expressly incorporated, are the entire agreement. If any provision is held invalid, it will be enforced to the maximum extent permitted and the rest remains in effect. Our failure to enforce any right is not a waiver. These Terms create no third-party beneficiary rights. The parties are independent contractors.

31. Language

These Terms are provided in English and Chinese; the Chinese version is for reference only. If the two versions conflict or are inconsistent, the English version prevails.

32. Contact

OceanToken · Legal notices and support: support@oceantoken.ai

Last updated: 31 October 2026 · Effective date: 5 October 2026