Privnode Terms of Service
Effective Date: May 27, 2026
These Terms of Service form a legally binding agreement between you, whether an individual, company, organization, or other legal entity using the Services, and Agent Velo, LLC, doing business as Privnode. In these Terms, "Customer," "User," or "you" means the person or entity using the Services, and "Provider," "we," "us," "our," "Privnode," or the "Company" means Agent Velo, LLC.
By creating an account, connecting a third-party account, purchasing credits, accepting an order, obtaining API credentials, integrating the API, clicking an acceptance button, or accessing or using the Services in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms and all incorporated policies.
These Terms include important provisions regarding prepaid credits, automatic renewal if applicable to a subscription or add-on, no-refund rules, service suspension, third-party model providers, disclaimers, limitation of liability, binding arbitration, and class action waiver.
If you do not agree to these Terms, you may not access or use the Services.
0. Introduction and Agreement Documents
0.1 Privnode Services
Privnode provides an API aggregation platform and related tools that allow customers to access supported artificial intelligence models, routing, billing, developer tooling, dashboards, documentation, and related services.
0.2 Applicability
These Terms apply to all access to and use of the Services, including free, trial, prepaid, subscription, enterprise, beta, and add-on features, unless a separate written agreement signed by Agent Velo, LLC expressly states otherwise.
0.3 Use on Behalf of an Entity
If you use the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have full authority to bind that entity to these Terms. In that case, "you" and "Customer" refer to that entity.
0.4 Agreement Effective Time
These Terms become effective when you first create an account, accept the Terms, purchase credits, receive access to an order or enterprise plan, generate or use API credentials, connect an integration, or otherwise access or use the Services.
0.5 Agreement Documents
The agreement between you and Privnode may include:
(a) These Terms;
(b) Any order form, enterprise order, invoice, quote, or purchase document accepted by Privnode;
(c) The Privacy Policy;
(d) Any Data Processing Addendum, if applicable;
(e) Any Acceptable Use Policy, model policy, security policy, or platform policy published by Privnode;
(f) Any pricing page, rate schedule, or usage documentation incorporated by reference;
(g) Any written amendment or attachment signed or accepted by Privnode.
0.6 Order of Precedence
If there is a conflict among agreement documents, the following order applies, but only to the subject matter of the conflict:
(a) A signed written amendment;
(b) The Data Processing Addendum, for personal data processing terms;
(c) An accepted order, for commercial terms such as plan, fees, billing period, and committed usage;
(d) These Terms;
(e) Incorporated policies, documentation, and pricing pages.
1. Definitions
1.1 Account
"Account" means the account, workspace, organization, tenant, dashboard access, API access, or other access environment created or made available for Customer's use of the Services.
1.2 Authorized User
"Authorized User" means any employee, contractor, agent, administrator, developer, end user, or other person whom Customer authorizes or permits to access or use the Services, directly or indirectly.
1.3 Billing Records
"Billing Records" means Privnode's system records regarding usage, credits, deductions, invoices, payments, pricing, requests, token counts, model calls, errors, refunds, chargebacks, and related account activity.
1.4 Credits
"Credits" means prepaid units, account balance, promotional credits, trial credits, service credits, or similar usage units that may be applied to eligible Service usage.
Credits are a contractual right to consume eligible Services. Credits are not cash, stored value, electronic money, deposits, securities, commodities, financial instruments, or property held in custody for Customer. Credits are not redeemable for cash, are not transferable, do not accrue interest, and may be used only through the Services.
1.5 Customer Content
"Customer Content" means Customer Data, Inputs, Outputs, configuration data, files, code, prompts, messages, instructions, credentials submitted by Customer, and any other content provided, transmitted, uploaded, generated, stored, or made available by or for Customer through the Services.
1.6 Customer Data
"Customer Data" means all data, text, instructions, configuration, prompts, request payloads, files, code, credentials, metadata, or other content uploaded, transmitted, submitted, stored, or otherwise provided by Customer in connection with the Services.
Customer Data does not include Usage Data, Billing Records, system logs, aggregated data, de-identified data, or operational data created by Privnode.
1.7 Documentation
"Documentation" means technical documentation, API references, guides, code samples, developer materials, SDK documentation, instructions, and other materials made available by Privnode.
1.8 End User
"End User" means any person or entity that accesses, receives, or benefits from Customer's application, product, service, workflow, or integration that uses the Services.
1.9 Input
"Input" means any prompt, instruction, message, file, code, request payload, context, or other content submitted to a model or feature through the Services.
1.10 Model Output
"Model Output" or "Output" means any data, text, images, code, embeddings, structured data, or other content generated, returned, displayed, or made available by a model, tool, or feature based on Input.
1.11 Order
"Order" means any accepted order form, invoice, quote, checkout confirmation, purchase document, enterprise plan, subscription confirmation, or similar document that describes fees, usage, features, credits, plans, or commercial terms for the Services.
1.12 Services
"Services" means the Privnode platform and all related products, software, APIs, dashboards, tools, SDKs, documentation, routing services, billing systems, inference access, model aggregation, support, beta services, add-ons, and related features provided by Privnode.
1.13 Third-Party Model Providers
"Third-Party Model Providers" means model developers, model hosts, infrastructure providers, API providers, or other third parties whose models, tools, systems, or services are accessed, routed, resold, integrated, or made available through the Services. Examples may include OpenAI, Anthropic, Google, Meta, Mistral, and others.
1.14 Usage Data
"Usage Data" means operational, technical, statistical, diagnostic, security, billing, performance, and usage information relating to the Services, including request time, model identifier, token count, latency, error codes, rate-limit events, routing data, and aggregated or de-identified information.
2. Construction
2.1 Including
"Include," "includes," and "including" mean "including without limitation."
2.2 References
References to "herein," "hereof," "under these Terms," and similar words refer to these Terms as a whole, not only to the section in which the words appear.
2.3 Or
"Or" is not exclusive unless the context clearly requires otherwise.
2.4 Singular and Plural
The singular includes the plural, and the plural includes the singular.
2.5 Headings
Headings are for convenience only and do not affect interpretation.
2.6 Examples
Examples are illustrative and do not limit the scope of a provision.
3. Accounts, Eligibility, and Security
3.1 Eligibility
You must be at least 18 years old, or the legal age of majority in your jurisdiction, to register for or use the Services.
You represent and warrant that:
(a) You have legal capacity to enter into these Terms;
(b) If using the Services for an entity, you have authority to bind that entity;
(c) You are not located in, organized under the laws of, ordinarily resident in, or controlled by a person or entity in a prohibited or sanctioned jurisdiction;
(d) You are not identified on any sanctions, denied party, restricted party, or export control list maintained by the United States, the European Union, the United Kingdom, the United Nations, or another applicable authority;
(e) Your use of the Services will comply with all applicable laws.
3.2 Account Information
You must provide accurate, complete, and current account, billing, contact, tax, and business information. You must promptly update this information if it changes.
Privnode may rely on the contact information in your Account for legal notices, billing notices, security notices, suspension notices, and service communications.
3.3 Account Credentials
You are responsible for protecting usernames, passwords, API keys, access tokens, secrets, credentials, integrations, and other authentication methods associated with your Account.
You agree not to:
(a) Share credentials except with Authorized Users who need access;
(b) Expose API keys in client-side code, public repositories, logs, screenshots, browser-based JavaScript, or unsecured systems;
(c) Transmit credentials over unencrypted channels;
(d) Use credentials after they have been revoked, leaked, rotated, or terminated.
3.4 Account Activity
All API calls, dashboard actions, credit usage, purchases, configuration changes, integrations, and other activity initiated through your Account or credentials are deemed to be your actions.
Privnode is not responsible for losses, credit consumption, data exposure, service abuse, or other consequences resulting from compromised credentials, insecure integrations, improper account administration, or unauthorized use of your Account.
3.5 Security Incident Notice
You must promptly notify Privnode at support@privnode.com if you become aware of any unauthorized access, credential leak, Account compromise, payment fraud, security incident, or unauthorized use of the Services.
3.6 Multiple Accounts
Unless Privnode expressly authorizes otherwise in writing, you may not create or maintain multiple Accounts to evade billing, rate limits, identity checks, sanctions screening, suspension, termination, promotional limits, abuse controls, or other restrictions.
Privnode may identify related accounts using account data, payment records, network information, device information, identity materials, usage patterns, or other reasonable indicators.
If Privnode determines that accounts are related to abuse, fraud, chargebacks, sanctions evasion, or circumvention, Privnode may suspend, merge, restrict, terminate, freeze, or refuse service to those accounts.
4. Access and Use
4.1 Limited Access Right
Subject to your compliance with these Terms and payment of applicable fees, Privnode grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the applicable term solely for your internal business purposes or to build value-added applications for End Users.
No ownership interest in the Services is transferred to you.
4.2 Documentation
You may use the Documentation solely to support your authorized use of the Services. You may not copy, publish, redistribute, modify, or create derivative works from the Documentation except as expressly permitted by Privnode.
4.3 SDKs, Client Libraries, and Tools
If Privnode makes SDKs, client libraries, command-line tools, code samples, or other software available, you may use them only with the Services and subject to any applicable license terms. If separate open source license terms apply, those terms control for the relevant software component.
4.4 Third-Party Accounts and Integrations
The Services may require or allow connections to third-party accounts, applications, APIs, payment providers, identity providers, source control platforms, communication tools, or infrastructure services.
You represent and warrant that you have all rights, permissions, and authority needed to connect such accounts and authorize Privnode to access, process, transmit, or use information from those accounts for the Services.
Privnode is not responsible for third-party accounts, products, services, APIs, outages, actions, policies, or terms.
4.5 Use Restrictions
You may not, and may not permit any third party to:
(a) Use the Services outside the scope authorized by these Terms;
(b) Copy, modify, adapt, translate, or create derivative works of the Services;
(c) Rent, lease, sell, resell, sublicense, distribute, outsource, timeshare, or provide the Services as a standalone service;
(d) Reverse engineer, decompile, disassemble, decode, or attempt to derive source code, model routing logic, non-public APIs, algorithms, or underlying technology;
(e) Remove, obscure, or alter proprietary notices;
(f) Interfere with, disrupt, overload, degrade, or harm the Services or related systems;
(g) Circumvent access controls, rate limits, billing systems, model restrictions, safety systems, usage restrictions, or security controls;
(h) Access accounts, systems, data, networks, or credentials without authorization;
(i) Conduct vulnerability scanning, penetration testing, stress testing, scraping, load testing, or benchmark testing without prior written authorization;
(j) Use the Services to develop, train, improve, benchmark, or validate a competing API aggregation platform or model routing service;
(k) Use model outputs for model distillation, model extraction, or training of AI or machine learning systems unless expressly permitted by the applicable model provider terms and by Privnode in writing;
(l) Use the Services in violation of any applicable law, third-party rights, or third-party provider terms.
4.6 No Unauthorized Resale or Proxying
Unless you have a separate written reseller, enterprise partner, or platform agreement with Privnode, you may not provide the Services as a direct API proxy, pass-through service, white-label model gateway, resale platform, or API aggregation service.
Applications built for End Users must provide substantial independent functionality beyond merely exposing the Privnode API, supported models, credentials, pricing, routing, or inference access.
4.7 Reservation of Rights
All rights not expressly granted in these Terms are reserved by Privnode and its licensors.
5. Credits, Fees, Payment, Taxes, and Refunds
5.1 Prepaid Credits
Privnode primarily uses a prepaid and pay-as-you-go credit model. You must maintain sufficient Credits or another approved payment arrangement before initiating paid API calls or other paid Service usage.
Credits may be deducted in real time or near real time based on usage, including model, token count, request count, inference time, routing, storage, bandwidth, add-on usage, or other billing metrics described in the applicable pricing page, Documentation, dashboard, or Order.
5.2 Billing Records Control
Privnode's Billing Records are the authoritative record for Service usage, credit deductions, model calls, token counts, pricing, account balance, refunds, credits issued, and amounts owed, except in the case of manifest error.
If you believe there is a billing error, you must notify Privnode at support@privnode.com within seven days after the relevant usage, charge, invoice, or deduction. Privnode may review logs and Billing Records to determine whether an adjustment is appropriate.
5.3 Pricing and Rate Changes
Prices may vary by model, provider, region, feature, plan, usage tier, currency, payment method, and other factors. Published rates may change.
Privnode may change prices, rate schedules, supported billing metrics, credit conversion rules, or minimum balance requirements. For ordinary pricing changes, Privnode will use commercially reasonable efforts to provide notice through the dashboard, website, email, Documentation, or pricing page.
Privnode may make immediate pricing changes without advance notice when required or caused by third-party provider price changes, currency fluctuations, taxes, regulatory changes, abuse, security risks, provider policy changes, model availability changes, or other circumstances outside Privnode's reasonable control.
Your continued use of the Services after a pricing change becomes effective constitutes acceptance of the updated pricing.
5.4 Payment Authorization
If you provide a payment method, you authorize Privnode and its payment processors to charge that payment method for purchases, subscriptions, add-ons, automatic renewals, overages, taxes, chargeback fees, collection costs, and other amounts owed under these Terms.
You must maintain accurate and current billing and payment information.
5.5 Subscriptions and Automatic Renewal
Some Services, plans, add-ons, or enterprise features may be sold on a subscription basis. Unless the applicable Order states otherwise, subscriptions automatically renew for successive periods equal to the prior subscription period until canceled or non-renewed.
You must cancel before the renewal date to avoid charges for the next period. Cancellation will generally take effect at the end of the then-current paid period unless Privnode states otherwise.
5.6 Promotional Credits and Trial Credits
Privnode may provide promotional, trial, bonus, or complimentary Credits. These Credits are not purchased Credits, have no cash value, may expire, may be revoked, may be limited to certain Services, and may be canceled at any time.
Promotional or trial Credits may not be transferred, sold, redeemed, refunded, or used after expiration, suspension, or termination.
5.7 No Refunds Except as Required by Law
Except as expressly stated in these Terms or required by applicable law, all purchases are final, non-refundable, non-transferable, and non-cancellable.
Privnode does not provide refunds for changes of mind, mistaken purchases, unused balances, expired Credits, price changes, lack of use, partial billing periods, Account suspension, Account termination for breach, unsupported use cases, third-party model changes, or failure to cancel before renewal.
If duplicate charges, billing errors, or complete failure to deliver paid Services occur due to a Privnode system failure, you may submit a written request to support@privnode.com within seven days after the occurrence. Privnode may review Billing Records and, in its discretion, issue a refund, account credit, service credit, or other adjustment.
Any approved refund may be reduced by payment processor fees, currency conversion costs, taxes, chargeback costs, and reasonable administrative costs, to the extent permitted by law.
5.8 Consumer Cancellation Rights
If you are an individual consumer in a jurisdiction that provides mandatory cancellation, cooling-off, consumer guarantee, refund, repair, replacement, or similar rights, nothing in these Terms excludes, restricts, or modifies those non-excludable rights.
If you purchase digital services, credits, subscriptions, or other immediately available online services and expressly request immediate performance, you may lose statutory cancellation rights once performance begins, to the extent permitted by applicable law. Privnode may require a separate confirmation at checkout or in the dashboard before immediate performance begins.
If applicable law requires a refund, Privnode will provide the refund through the original payment method or another legally permitted method within the time required by law.
5.9 Taxes
Prices do not include taxes unless expressly stated. You are responsible for all taxes, duties, levies, withholding, assessments, and similar charges arising from your purchase or use of the Services, excluding taxes based on Privnode's net income.
If Privnode is required to collect or remit taxes, Privnode may add those taxes to the amounts charged to you. If you are required to withhold taxes, you must gross up payments so Privnode receives the full amount that would have been received without withholding, unless prohibited by law.
5.10 Chargebacks and Payment Disputes
If you initiate a chargeback, payment dispute, fraud claim, reversal, or similar payment procedure, Privnode may suspend or restrict your Account, freeze Credits, pause API calls, and preserve Billing Records and related logs during the dispute.
If a chargeback or dispute is invalid, fraudulent, malicious, or based on false information, you are responsible for all processor fees, chargeback fees, collection costs, administrative costs, and other losses incurred by Privnode, to the extent permitted by law.
Privnode may report suspected payment fraud, chargeback abuse, identity fraud, money laundering, sanctions evasion, or similar conduct to payment processors, banks, card networks, law enforcement, regulators, and other appropriate entities.
5.11 Payment Default
If amounts are overdue, Privnode may suspend or terminate access, stop API calls, freeze Credits, charge late fees up to the maximum amount permitted by law, recover collection costs, and require prepayment or other security before restoring access.
6. Service Plans, Model Providers, Beta Services, and Add-Ons
6.1 Service Plans
Privnode may offer different plans, tiers, features, limits, rates, regions, routing options, support levels, retention options, and billing models. Available features and prices may be described in an Order, dashboard, Documentation, or pricing page.
Privnode may add, modify, limit, suspend, or discontinue plans or features at any time, subject to any commitments expressly stated in an applicable Order.
6.2 Third-Party Model Providers
The Services depend on Third-Party Model Providers. Your use of specific models may be subject to provider terms, usage policies, safety policies, data policies, rate limits, export controls, and other restrictions.
You are responsible for reviewing and complying with applicable Third-Party Model Provider terms and policies.
Privnode does not control Third-Party Model Providers and is not responsible for their models, policies, prices, outputs, availability, latency, errors, refusals, retention practices, content filtering, security incidents, or service changes.
6.3 Model Availability and Routing
Privnode does not guarantee that any specific model, model version, provider, endpoint, route, context window, feature, output format, price, latency, throughput, region, or capability will remain available.
Privnode may add, remove, rename, replace, reroute, downgrade, limit, suspend, or discontinue models or providers at any time.
Privnode may route requests among providers, accounts, regions, infrastructure, models, or fallback systems for availability, cost, compliance, security, abuse prevention, performance, or operational reasons.
6.4 Provider Changes and Emergency Changes
Privnode may make immediate changes to the Services if a Third-Party Model Provider changes pricing, availability, terms, safety rules, region support, data practices, rate limits, credentials, API behavior, model behavior, or legal requirements.
Privnode is not liable for losses caused by such changes, including increased cost, model unavailability, degraded latency, altered output behavior, unsupported parameters, or failed requests.
6.5 Beta Services
Privnode may offer alpha, beta, preview, experimental, early access, test, or evaluation features, models, routing options, APIs, or tools.
Beta Services are provided for evaluation only, may be unstable, may contain errors, may change without notice, may be unavailable, may produce inaccurate or unexpected results, and may not be suitable for production use.
Beta Services are provided as is and as available. Privnode has no obligation to provide support, maintenance, storage, uptime, backward compatibility, data recovery, or continued availability for Beta Services.
You use Beta Services at your own risk. Privnode may modify, suspend, or terminate Beta Services at any time.
6.6 Add-On Features
Privnode may offer add-on features, premium capabilities, higher limits, special routing, custom retention, enterprise controls, advanced analytics, support features, or other optional services.
Add-ons are part of the Services and are subject to these Terms unless separate terms apply. Add-on pricing, billing, renewal, cancellation, and refund rules may be described in the dashboard, pricing page, or Order.
7. Customer Responsibilities and Acceptable Use
7.1 Customer Responsibility
You are responsible for:
(a) Your Account, credentials, integrations, Authorized Users, and End Users;
(b) all Customer Content;
(c) all Inputs and Outputs;
(d) all use of the Services through your Account or credentials;
(e) compliance with these Terms, applicable laws, third-party provider terms, and platform policies;
(f) obtaining all rights, consents, notices, permissions, and authorizations needed for your use of the Services;
(g) maintaining appropriate backups and records.
7.2 Authorized Users
You are responsible for all acts and omissions of Authorized Users as if they were your own. You must ensure that Authorized Users understand and comply with these Terms.
7.3 End Users and Flow-Down Obligations
If you use the Services to provide an application, product, workflow, API, feature, or service to End Users, you are responsible for those End Users and their use of your offering.
You must maintain terms, notices, policies, safeguards, and usage controls that are sufficient to ensure that End Users comply with these Terms, applicable laws, and applicable Third-Party Model Provider terms.
You must not represent that Privnode has reviewed, approved, endorsed, guaranteed, or is responsible for your application, product, service, End Users, Inputs, or Outputs.
7.4 Customer Content
You represent and warrant that you have all rights, licenses, permissions, consents, and authority necessary to submit, process, transmit, store, and use Customer Content through the Services.
Customer Content must not:
(a) infringe, misappropriate, or violate third-party rights;
(b) violate law;
(c) breach confidentiality, fiduciary, contractual, privacy, employment, or other obligations;
(d) contain malware or harmful code;
(e) include data that you are not authorized to process through the Services.
7.5 Prohibited Conduct
You may not use the Services for illegal, harmful, fraudulent, abusive, deceptive, infringing, harassing, exploitative, violent, hateful, discriminatory, privacy-invasive, or unsafe activities.
You may not use the Services to generate, facilitate, transmit, store, or assist with:
(a) child sexual abuse material or sexual content involving minors;
(b) terrorism, violent extremism, or credible threats of violence;
(c) fraud, phishing, credential theft, social engineering, scams, spam, or deceptive practices;
(d) malware, exploits, credential stuffing, unauthorized access, or cyber abuse;
(e) unlawful discrimination, harassment, or hate;
(f) infringement of intellectual property, privacy, publicity, or other rights;
(g) illegal weapons, controlled substances, or evasion of law enforcement;
(h) money laundering, terrorist financing, sanctions evasion, identity fraud, payment fraud, or regulatory evasion.
7.6 High-Risk Use
You may not use the Services as the sole basis for decisions or actions involving medical diagnosis or treatment, legal advice, financial advice, credit, employment, housing, insurance, education, criminal justice, biometric identification, critical infrastructure, emergency services, military systems, or other high-risk domains where errors may cause serious harm, unless you implement appropriate human review, professional oversight, safeguards, and legal compliance.
Privnode does not provide medical, legal, financial, professional, or regulated advice.
7.7 NSFW and Adult Content
Unless a model or feature is expressly marked by Privnode as allowing adult content, you may not use the Services to request, generate, transmit, store, or distribute explicit sexual content, pornographic content, genital imagery, sexual services, extreme violence, gore, cruelty, or other content generally inappropriate for professional workplace use.
Privnode may use automated systems, filters, abuse detection, safety checks, and routing controls to detect or prevent violations.
7.8 Abuse Monitoring and Cooperation
Privnode may investigate suspected abuse, fraud, security risk, legal violation, payment issue, sanctions issue, or policy violation. You must reasonably cooperate with investigations, including by providing relevant account, usage, End User, payment, and compliance information when requested.
8. Data, Privacy, Logs, and Usage Data
8.1 Customer Ownership
As between you and Privnode, you retain ownership of Customer Data and Inputs.
Subject to these Terms, Privnode does not claim ownership of Model Outputs. To the extent Privnode has any transferable rights in Model Outputs, Privnode assigns those rights to you, subject to your payment obligations, these Terms, applicable law, and Third-Party Model Provider terms.
8.2 License to Customer Content
You grant Privnode a worldwide, non-exclusive, royalty-free license to access, host, process, transmit, copy, format, route, cache, analyze, display, and use Customer Content as necessary to:
(a) provide, operate, maintain, secure, and support the Services;
(b) route requests to models and providers;
(c) process payments and billing;
(d) detect, prevent, and investigate abuse, fraud, security issues, policy violations, and legal violations;
(e) comply with law and enforce these Terms;
(f) provide optional features enabled by you;
(g) improve the Services where permitted by law, applicable policies, and any applicable Order or Data Processing Addendum.
8.3 Privacy Policy and DPA
Privnode processes personal data as described in the Privacy Policy. If a Data Processing Addendum applies, Privnode will process personal data in accordance with that Data Processing Addendum.
You are responsible for determining whether your use of the Services complies with privacy, data protection, confidentiality, and sector-specific laws applicable to your Customer Content and End Users.
8.4 Request Payloads and Logs
By default, Privnode does not permanently store API request payloads for model training purposes. However, Privnode may temporarily process, cache, inspect, or retain Customer Content as necessary to provide the Services, troubleshoot, enforce policies, comply with law, prevent abuse, or provide optional features enabled by you.
Privnode may retain Usage Data, Billing Records, logs, metadata, error codes, token counts, timestamps, routing information, security events, and similar operational records for billing, analytics, fraud prevention, security, compliance, support, and service improvement.
8.5 Third-Party Provider Data Practices
Third-Party Model Providers may receive Customer Content, Inputs, Outputs, Usage Data, metadata, or related information as necessary to process requests. Third-Party Model Providers may have their own retention, logging, training, compliance, abuse monitoring, and data processing practices.
Privnode may attempt to select provider routes or interfaces with favorable data practices, but Privnode does not control Third-Party Model Provider data practices unless expressly stated in a written Order.
8.6 Optional History and Debug Features
If you enable history, logging, debug mode, tracing, replay, analytics, retention, or similar features, you authorize Privnode to store the relevant Inputs, Outputs, payloads, logs, and related information for the applicable feature and retention period.
8.7 Usage Data
Privnode owns Usage Data and may use Usage Data to operate, secure, support, analyze, improve, and market the Services, provided that Privnode will not publicly disclose Usage Data in a way that identifies Customer as the source unless permitted by these Terms, an Order, or applicable law.
8.8 Backups
You are responsible for maintaining appropriate backups of Customer Content. Privnode does not guarantee that Customer Content, Inputs, Outputs, logs, history, or account data will be preserved or recoverable.
9. Ownership, Feedback, and AI Outputs
9.1 Privnode Proprietary Rights
Privnode and its licensors own all rights, title, and interest in and to the Services, Documentation, software, APIs, dashboards, SDKs, routing systems, billing systems, designs, trademarks, logos, know-how, models developed by Privnode, Usage Data, and all related technology.
No rights are granted except as expressly stated in these Terms.
9.2 Feedback
If you provide ideas, suggestions, requests, comments, bug reports, or other feedback, you grant Privnode a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, sublicensable license to use, copy, modify, distribute, commercialize, and otherwise exploit the feedback for any purpose without restriction, attribution, or compensation.
Feedback is not Customer Content and is not confidential unless Privnode separately agrees in writing.
9.3 AI Outputs
You acknowledge that AI models may generate inaccurate, incomplete, outdated, offensive, biased, unsafe, infringing, or misleading Outputs. Outputs may not be unique and may be similar or identical to outputs generated for other users.
You are solely responsible for evaluating, verifying, reviewing, and using Outputs. You must not rely on Outputs as professional advice or as the sole basis for high-risk decisions.
9.4 Output Restrictions
You may not represent that Outputs were created, reviewed, approved, endorsed, or guaranteed by Privnode.
You may not represent that Outputs are original, human-authored, legally compliant, non-infringing, accurate, or fit for a particular purpose without appropriate review and verification.
9.5 Third-Party Rights in Outputs
Privnode does not warrant that Outputs are protectable by intellectual property rights, non-infringing, exclusive, or free from third-party claims. You are responsible for obtaining legal review and permissions where necessary.
10. Confidential Information
10.1 Definition
"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that should reasonably be understood to be confidential based on its nature or the circumstances of disclosure.
Privnode Confidential Information includes non-public Services information, software, APIs, systems, security information, roadmap information, pricing, discounts, enterprise terms, beta features, credentials, support communications, and Documentation not publicly released.
Customer Confidential Information includes non-public Customer Content and non-public business information disclosed to Privnode.
10.2 Protection
The receiving party must protect Confidential Information using at least reasonable care and may use Confidential Information only to perform or receive the Services, exercise rights, or fulfill obligations under these Terms.
The receiving party may disclose Confidential Information only to employees, contractors, advisors, service providers, or agents who need to know it and are bound by confidentiality obligations at least as protective as these Terms.
10.3 Exclusions
Confidential Information does not include information that the receiving party can show:
(a) is or becomes public without breach of these Terms;
(b) was known by the receiving party without confidentiality obligation before disclosure;
(c) was lawfully received from a third party without confidentiality obligation;
(d) was independently developed without use of the disclosing party's Confidential Information.
10.4 Required Disclosure
The receiving party may disclose Confidential Information if required by law, court order, subpoena, regulator, or government authority, but only to the extent required. Unless legally prohibited, the receiving party must provide reasonable advance notice and cooperate with reasonable efforts to seek confidential treatment.
10.5 Survival
Confidentiality obligations survive for five years after termination. For trade secrets, confidentiality obligations survive for as long as the information remains a trade secret under applicable law.
11. Suspension, Freezes, and Termination
11.1 Suspension
Privnode may suspend, restrict, rate-limit, freeze, disable, or terminate access to the Services immediately if:
(a) you breach these Terms;
(b) your Account, credentials, usage, payment method, Customer Content, Authorized Users, or End Users present a security, legal, fraud, abuse, payment, operational, or compliance risk;
(c) you fail to pay amounts owed;
(d) a Third-Party Model Provider, payment processor, infrastructure provider, regulator, court, government authority, or law enforcement agency requires or requests action;
(e) continuing to provide the Services may violate law, sanctions, export controls, provider terms, or platform policies;
(f) the Services are attacked, overloaded, degraded, or threatened;
(g) required third-party services become unavailable;
(h) you become insolvent, bankrupt, dissolved, liquidated, or unable to pay debts when due.
11.2 Notice of Suspension
Privnode will use commercially reasonable efforts to provide notice of suspension when practical. Privnode is not required to provide advance notice if notice would create risk, violate law, interfere with an investigation, compromise security, or expose Privnode or others to harm.
11.3 Fraud, AML, Sanctions, and Chargeback Freezes
If Privnode suspects fraud, payment abuse, chargeback abuse, money laundering, terrorist financing, sanctions evasion, identity fraud, account farming, unauthorized resale, or illegal activity, Privnode may freeze Credits, Account access, API calls, logs, Billing Records, and related information while investigating.
If Privnode determines that Credits, payments, usage, or account activity are connected to fraud, abuse, unlawful activity, sanctions evasion, payment disputes, or breach of these Terms, Privnode may cancel promotional Credits, offset losses, refuse refunds, terminate access, and cancel remaining Credits to the extent permitted by law.
11.4 Termination by Customer
You may stop using the Services at any time. If you have a subscription, add-on, Order, or committed term, termination or cancellation is subject to the applicable Order and billing rules.
Stopping use does not relieve you of payment obligations incurred before termination and does not entitle you to a refund except as required by law or expressly stated in an Order.
11.5 Termination by Privnode
Privnode may terminate these Terms or your access to the Services if you breach these Terms, fail to pay amounts owed, create risk, violate law, misuse the Services, or if Privnode discontinues the Services.
For ordinary discontinuation of a paid Service not caused by your breach, Privnode will use commercially reasonable efforts to provide reasonable notice or an appropriate service credit or refund for unused prepaid paid periods, if required by law or expressly determined by Privnode.
11.6 Inactive Accounts
Privnode may suspend or terminate Accounts that are inactive for 12 months or more. Privnode may expire or cancel unused Credits associated with inactive Accounts to the extent permitted by law and applicable Order terms.
11.7 Effect of Termination
Upon termination:
(a) your right to access and use the Services ends;
(b) you must stop all API calls and use of the Services;
(c) you must delete or return Privnode Confidential Information upon request;
(d) amounts owed become immediately due;
(e) Privnode may delete or retain Account data, Customer Content, logs, and Billing Records in accordance with these Terms, applicable law, and operational needs.
11.8 Survival
Sections concerning payment obligations, Credits, ownership, confidentiality, data retention, disclaimers, limitation of liability, indemnification, dispute resolution, and general terms survive termination, along with any other provisions that by their nature should survive.
12. Disclaimer of Warranties
12.1 As Is and As Available
The Services, Outputs, Beta Services, Documentation, Third-Party Model Provider services, and all related features are provided as is and as available.
To the maximum extent permitted by law, Privnode disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, security, reliability, and uninterrupted operation.
12.2 No Guarantee
Privnode does not warrant that:
(a) the Services will meet your requirements;
(b) the Services will be uninterrupted, secure, error-free, or available at any particular time or location;
(c) Outputs will be accurate, complete, current, safe, lawful, or non-infringing;
(d) defects or errors will be corrected;
(e) any specific model, provider, route, feature, price, or capability will remain available;
(f) Customer Content will not be lost or damaged.
12.3 Consumer Rights
Nothing in these Terms excludes, restricts, or modifies any rights that cannot be excluded, restricted, or modified under applicable law.
13. Limitation of Liability
13.1 Exclusion of Indirect Damages
To the maximum extent permitted by law, Privnode, its affiliates, suppliers, licensors, officers, directors, employees, contractors, and agents will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, including loss of profits, revenue, goodwill, data, use, business opportunity, savings, or costs of substitute services, even if advised of the possibility of such damages.
13.2 Liability Cap
To the maximum extent permitted by law, Privnode's total aggregate liability for all claims arising out of or relating to these Terms or the Services will not exceed the greater of:
(a) the amounts you paid to Privnode for the Services giving rise to the claim during the 12 months before the event giving rise to liability; or
(b) 100 U.S. dollars.
13.3 Scope
The limitations in this section apply to all theories of liability, including contract, tort, negligence, strict liability, warranty, statute, and otherwise, even if a remedy fails of its essential purpose.
14. Indemnification
14.1 Customer Indemnity
You will defend, indemnify, and hold harmless Privnode, its affiliates, suppliers, licensors, officers, directors, employees, contractors, and agents from and against all claims, demands, actions, proceedings, damages, losses, liabilities, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:
(a) your use of the Services;
(b) Customer Content, Inputs, or Outputs;
(c) your products, applications, services, integrations, Authorized Users, or End Users;
(d) your breach of these Terms;
(e) your violation of law or third-party rights;
(f) your payment disputes, chargebacks, fraud, abuse, sanctions violations, export violations, or tax obligations;
(g) your negligence, willful misconduct, or unauthorized use of the Services.
14.2 Defense and Settlement
Privnode may control or participate in the defense of any indemnified claim. You may not settle any claim in a manner that imposes liability, admission, obligation, restriction, or payment on Privnode without Privnode's prior written consent.
15. Dispute Resolution, Arbitration, and Governing Law
15.1 Governing Law
These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles and without regard to the United Nations Convention on Contracts for the International Sale of Goods.
15.2 Informal Resolution
Before starting a formal proceeding, you must first send a written dispute notice to support@privnode.com describing the dispute, requested relief, and contact information. The parties will attempt in good faith to resolve the dispute for 30 days after notice is received.
15.3 Binding Arbitration
Except for disputes that qualify for small claims court or claims for injunctive or equitable relief, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association under its applicable rules.
The arbitration will take place in Delaware unless the parties agree otherwise. The language of arbitration will be English. The arbitrator's award will be final and may be entered in any court of competent jurisdiction.
15.4 Small Claims and Injunctive Relief
Either party may bring an individual claim in small claims court if the claim qualifies.
Privnode may seek injunctive, equitable, or other urgent relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, systems, security, customers, or Services.
15.5 Class Action Waiver
You and Privnode may bring claims only in an individual capacity and not as a plaintiff, claimant, class member, or representative in any class, collective, consolidated, private attorney general, or representative proceeding.
The arbitrator may not consolidate claims of multiple persons or preside over any class, collective, consolidated, or representative proceeding unless both parties agree in writing.
15.6 Time Limitation
To the maximum extent permitted by law, any claim arising out of or relating to these Terms or the Services must be filed within one year after the claim accrues. Otherwise, the claim is permanently barred.
16. Export Control, Sanctions, AML, and Compliance
16.1 Export Control
The Services, Documentation, software, technology, technical data, Outputs, and related materials may be subject to export control and sanctions laws of the United States and other jurisdictions, including the Export Administration Regulations, International Traffic in Arms Regulations, and sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control.
16.2 Customer Obligations
You represent, warrant, and covenant that:
(a) you are not located in, organized under the laws of, ordinarily resident in, or controlled by a person or entity in any embargoed or sanctioned jurisdiction;
(b) you are not listed on any prohibited, denied, restricted, blocked, or sanctioned party list;
(c) you will not use the Services for prohibited end uses, including nuclear, chemical, biological, missile, military, surveillance, or weapons-related uses where prohibited or restricted by law;
(d) you will not permit any prohibited person or entity to access or use the Services;
(e) you will obtain all required licenses and authorizations before exporting, re-exporting, transferring, or making available any Services-related technology, Output, or technical data.
16.3 Screening and Reporting
Privnode may screen customers, transactions, payments, usage, and accounts for sanctions, export control, fraud, AML, and compliance purposes. Privnode may request additional information, suspend access, freeze Credits, or report suspected violations to appropriate authorities.
16.4 AML and Fraud Compliance
You may not use the Services for money laundering, terrorist financing, sanctions evasion, payment fraud, identity fraud, fraudulent collection, or regulatory evasion.
Privnode may implement KYC, KYB, fraud screening, transaction monitoring, and compliance reviews where required or reasonably appropriate.
17. General Terms
17.1 Modifications to Services
Privnode may modify, update, suspend, discontinue, replace, limit, or remove any part of the Services at any time. For material changes to paid Services that are not caused by emergency, third-party provider changes, security issues, legal requirements, or abuse, Privnode will use commercially reasonable efforts to provide notice.
17.2 Modifications to Terms
Privnode may update these Terms from time to time. Updated Terms become effective when posted, emailed, presented in the dashboard, or otherwise made available, unless a later effective date is stated.
If a change is material, Privnode will use commercially reasonable efforts to provide notice. Your continued use of the Services after updated Terms become effective constitutes acceptance of the updated Terms.
17.3 Notices to Privnode
Legal notices to Privnode must be sent to support@privnode.com, unless Privnode provides a different legal notice address.
17.4 Notices to Customer
Privnode may send notices to the email address associated with your Account, through the dashboard, through the Services, or by posting on the website. Electronic notices satisfy any requirement for written notice.
17.5 Assignment
You may not assign or transfer these Terms or any rights or obligations under these Terms without Privnode's prior written consent.
Privnode may assign or transfer these Terms to an affiliate or in connection with a merger, acquisition, reorganization, financing, sale of assets, change of control, or operation of law.
Any attempted assignment in violation of this section is void.
17.6 Subcontractors
Privnode may use affiliates, contractors, service providers, subprocessors, infrastructure providers, payment processors, support providers, Third-Party Model Providers, and other subcontractors to provide the Services. Privnode remains responsible for its obligations under these Terms, except for failures caused by third parties outside Privnode's reasonable control.
17.7 Force Majeure
Except for payment obligations, neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, labor disputes, epidemics, pandemics, government action, sanctions, power failures, internet failures, infrastructure failures, cyberattacks, provider outages, payment processor outages, and third-party service failures.
17.8 Relationship of the Parties
The parties are independent contractors. These Terms do not create a partnership, joint venture, franchise, employment, fiduciary, or agency relationship.
17.9 Marketing
Unless you notify Privnode in writing that you opt out, Privnode may identify you as a customer and may use your name and logo in customer lists, websites, pitch materials, and marketing materials, subject to your reasonable trademark usage guidelines provided to Privnode.
17.10 U.S. Government Rights
The Services and Documentation are commercial products. If provided to the U.S. Government, they are provided with only the rights granted to other customers under these Terms.
17.11 Waiver
A waiver must be in writing and signed by the waiving party. Failure to enforce a provision is not a waiver.
17.12 Severability
If any provision of these Terms is invalid, illegal, or unenforceable, the provision will be enforced to the maximum extent permitted by law and the remaining provisions will remain in effect.
17.13 Entire Agreement
These Terms and the incorporated agreement documents are the entire agreement between you and Privnode regarding the Services and supersede all prior or contemporaneous agreements, understandings, and representations regarding the Services.
17.14 California Residents
California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Boulevard, Suite N 112, Sacramento, California 95834, or by telephone at 800-952-5210.