Terms of Service

These Terms of Service (“Terms”) are a binding agreement between Token360, Inc., a Nevada corporation (“Token360,” “we,” “us,” or “our”), and you (“Customer,” “you,” or “your”). They govern your access to and use of the hosted software platform and related services available at https://www.token360.ai and its subdomains (the “Website”), including the OpenAI-compatible API, console, documentation, and support channels (collectively, the “Services”).

Please read carefully. By creating an account, clicking “I agree,” or using the Services, you agree to these Terms and our Privacy Policy. If you do not agree, do not use the Services.

Arbitration notice. Section 17 requires binding arbitration in Clark County, Nevada under AAA rules (with limited exceptions for small claims and certain court actions) and includes a class action waiver. Except where prohibited by law, you and Token360 agree to this framework instead of a jury trial or class proceeding in court.

1. Definitions

Key terms used in these Terms include:

Other capitalized terms are defined where first used or as otherwise stated in these Terms.

2. The Services

2.1 License. Subject to these Terms and your payment of applicable Fees, Token360 grants you a non-exclusive, non-transferable, revocable right to access and use the Services and Documentation for your internal business purposes, in accordance with our published usage limits and fair-use policies.

2.2 Third-party models & providers. The Services may route requests to Third-Party Offerings. Those offerings are subject to separate terms imposed by their providers. Token360 is not responsible for third-party availability, pricing changes, output quality, or compliance with laws specific to your use case.

2.3 Changes. We may modify, suspend, or discontinue features of the Services where reasonably necessary for security, compliance, or operational reasons. Where changes materially reduce functionality you have paid for, we will use commercially reasonable efforts to provide advance notice.

3. Accounts & Access

3.1 Registration. You may be required to register using an email address or supported identity provider (such as Google or GitHub). You must provide accurate information and keep it current.

3.2 Credentials. You are responsible for safeguarding API keys, passwords, and other credentials. You are responsible for all activity under your account unless caused solely by Token360’s gross negligence.

3.3 Eligibility. You must be able to form a binding contract under applicable law. If you use the Services on behalf of an organization, you represent that you have authority to bind that organization.

3.4 Suspension. We may suspend or terminate access if we reasonably believe you have violated these Terms, pose a security risk, or must do so to comply with law.

4. Fees, Credits & Payment

4.1 Fees. Fees for the Services are described on the Website or as otherwise agreed in writing. Unless stated otherwise, Fees are exclusive of taxes, which you are responsible for paying.

4.2 Credits & prepayment. Certain features may require pre-purchased credits or wallet balance. Usage consumes credits according to the published unit economics (e.g., tokens, images, or video units). Credits may be non-refundable except where required by law or expressly stated on the Website at the time of purchase.

4.3 Payment processing. Payments may be processed by third-party processors (e.g. Stripe). Your use of payment services is also subject to the processor’s terms.

4.4 Price changes. We may change Fees with reasonable advance notice. Continued use after the effective date may constitute acceptance of new Fees for ongoing usage.

5. Customer Data & License to Token360

5.1 Your ownership. As between you and Token360, you retain ownership of your Inputs and Outputs, subject to third-party model licenses and applicable law.

5.2 License to provide the Services. You grant Token360 a limited, non-exclusive license to host, process, transmit, and display Customer Data solely to provide, secure, and improve the Services (including troubleshooting and abuse prevention), unless a broader license is expressly agreed in writing.

5.3 No training by default. Unless we notify you otherwise and obtain any legally required consent, we do not use your Customer Data to train foundation models owned by Token360. Third-party providers may have their own training practices—review their terms.

5.4 Compliance. You represent that you have all rights and consents necessary to submit Customer Data and that your use of the Services will not violate applicable law or third-party rights.

6. Acceptable Use

You will not, and will not permit others to:

• violate any law or third-party rights (including IP, privacy, and publicity rights);
• attempt to probe, scan, or breach security or authentication measures;
• interfere with or disrupt the Services or other users;
• circumvent metering, quotas, or billing;
• use the Services to generate unlawful, fraudulent, or harmful Content (including content that exploits minors, incites violence, or infringes privacy);
• use outputs from the Services in high-risk or regulated scenarios without appropriate human oversight and compliance review (e.g. medical diagnosis, legal advice, or safety-critical systems), unless legally permitted and responsibly deployed; or
• resell or redistribute the Services in violation of these Terms or applicable export controls.

We may investigate violations and cooperate with law enforcement where permitted.

7. Intellectual Property

7.1 Token360 IP. The Services, Documentation, and Token360 trademarks and logos are owned by Token360 or its licensors. Except for the limited rights expressly granted, no rights are transferred to you.

7.2 Feedback. If you provide suggestions or feedback, you grant Token360 a perpetual, irrevocable, royalty-free license to use that feedback without restriction or attribution obligation.

8. Confidentiality

Each party will protect the other’s non-public information with reasonable care and use it only for purposes of these Terms, subject to standard exceptions (e.g. public domain, independently developed, or required disclosure by law).

9. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, TOKEN360 DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TOKEN360 DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT OUTPUTS WILL BE ACCURATE OR SUITABLE FOR ANY PARTICULAR PURPOSE. AI OUTPUTS MAY BE INCORRECT OR HARMFUL—YOU ARE RESPONSIBLE FOR EVALUATING OUTPUTS BEFORE USE.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

10.1 No indirect damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA.

10.2 Cap. TOKEN360’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO TOKEN360 FOR THE SERVICES IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) US$100.

10.3 Exceptions. Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be limited by applicable law.

11. Indemnity

You will defend, indemnify, and hold harmless Token360 and its directors, officers, employees, and contractors from any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of: (a) your Customer Data; (b) your breach of these Terms; or (c) your violation of law or third-party rights.

12. Term & Termination

12.1 Term. These Terms apply from first use of the Services until terminated.

12.2 Termination by you. You may stop using the Services and request account deletion subject to our data retention obligations.

12.3 Termination by Token360. We may suspend or terminate access for breach, risk, non-payment, or legal requirement.

12.4 Effect. Upon termination, your right to access the Services ceases. Provisions that by nature should survive (including IP, disclaimers, limitations, indemnity, arbitration, and governing law) will survive.

13. Export & Sanctions

You represent that you are not located in, under the control of, or a national or resident of any country or entity subject to comprehensive sanctions, and that you will comply with applicable export control and sanctions laws.

14. Government Users

If you are a U.S. government user, the Services are “commercial computer software” and “commercial computer software documentation” as defined in applicable FAR/DFARS provisions.

15. Changes to These Terms

We may amend these Terms by posting an updated version on the Website. Material changes will be accompanied by reasonable notice (for example, email or console notification). Your continued use after the effective date constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Services.

16. General

16.1 Entire agreement. These Terms, together with the Privacy Policy and any order form referencing these Terms, constitute the entire agreement.
16.2 Assignment. You may not assign these Terms without our consent. We may assign in connection with a merger or sale of assets.
16.3 Notices. We may send notices to your account email. Legal notices to Token360: support@token360.ai.
16.4 Severability. If any provision is invalid, the remainder remains in effect.
16.5 No waiver. Failure to enforce a provision is not a waiver.

17. Governing Law & Dispute Resolution

17.1 Governing law. These Terms are governed by the laws of the State of Nevada, United States, without regard to conflict-of-law principles that would apply another jurisdiction’s laws. The Federal Arbitration Act applies to the extent it governs arbitration of disputes involving interstate commerce.

17.2 Arbitration. Except as provided in Sections 17.3–17.5, any dispute arising out of or relating to these Terms or the Services shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The seat of arbitration is Clark County, Nevada, USA. The arbitration shall be conducted in English before a single arbitrator. Judgment on the award may be entered in any court having jurisdiction.

17.3 Small claims. Either party may bring an individual action in small claims court in Clark County, Nevada (or another small claims court that has proper jurisdiction and where you reside, if permitted by that court’s rules), provided the claim qualifies and remains in that court.

17.4 Class action waiver. You and Token360 agree to resolve disputes only in an individual capacity—not as a plaintiff or class member in any class, collective, or representative proceeding. If this waiver is held unenforceable with respect to any dispute, Section 17.2 does not apply to that dispute.

17.5 Injunctive relief & courts. Either party may seek injunctive or equitable relief in the state or federal courts located in Clark County, Nevada (including the U.S. District Court for the District of Nevada) for IP, unauthorized access, or confidentiality matters without first engaging in arbitration. Seeking such relief is not a waiver of arbitration for other disputes.

18. Contact

Token360, Inc.
Support & legal notices: support@token360.ai