APIONE Terms of Service

1. Parties and Governing Documents

1. This Agreement is entered into between you and NICECLOUD LLC ("APIONE", "we" or "us").
2. This Agreement, the APIONE Privacy Policy, the model pricing pages, the rules shown on the plan and points pages, and any order, SLA or data processing agreement separately signed by an enterprise customer together form the complete service rules.
3. The processing of personal information is governed by the APIONE Privacy Policy. Where a written enterprise order conflicts with this Agreement, the order prevails to the extent of the conflict.
4. If you use the Service on behalf of a company or organization, you confirm that you are authorized to accept this Agreement on its behalf, and that entity is also bound by this Agreement.

2. Definitions

3. Service Scope and Upstream Models

1. APIONE provides web AI chat, image and video generation, a unified API, protocol conversion, model routing, API Key management, usage statistics, billing, client configuration, team collaboration and technical support, as actually offered in the product.
2. Unless expressly labeled as APIONE's own capability, the underlying models are developed and served by third-party providers.
3. When calling a specific model, you must also comply with that provider's licenses, terms of service, privacy policy and usage policies then in effect.
4. APIONE discloses the upstream information available to it through model pages or help documentation, which may include the provider's name, the corresponding model, the data processing region, content retention and training rules, and links to its official terms.
5. Where the product supports the relevant controls, automatic routing follows the training, retention and region restrictions you choose. If no route meets them, APIONE will reject the request or ask you to adjust your settings, and will not fall back to a route that does not meet them.
6. Model names, versions, capabilities, context lengths, prices, rate limits, regions and availability may change. APIONE does not guarantee that any specific model will remain available; when retiring an existing model, we will try to give advance notice on the page or in the product.
7. Unless otherwise authorized in writing, APIONE has no agency, authorized reseller, investment, affiliate or endorsement relationship with any upstream provider.

4. Eligibility, Accounts and Organizations

1. You must be at least 18 years old and of legal age where you live. Individuals who do not meet this requirement may not use the Service.
2. You may not be located in a country or region subject to U.S. sanctions or embargoes, be listed on any U.S. government restricted-party list, or use the Service on behalf of any such person. Your use of the Service must comply with applicable export control and sanctions laws.
3. You must provide true, accurate and lawful information and must not impersonate others or register accounts in bulk for abusive purposes.
4. You must safeguard your account, sign-in credentials, verification codes, API Keys, access tokens and client configuration. If any of them is exposed, revoke the affected keys, change your credentials and notify us at support@apione.ai immediately.
5. Except for agents and partners authorized by APIONE in writing, who act under their partnership agreements, you may not sell, rent, lend or transfer an account or API Key, or offer access to unspecified third parties through key pools, shared plans or similar arrangements.
6. Never send a full API Key, sign-in credentials, bank card details or verification codes to support staff or any third party. If APIONE finds such information, it may mask or delete it or ask you to replace the credential immediately.
7. Calls made through an account or a valid API Key, and the resulting charges, are the responsibility of the account owner, except for charges caused by an APIONE system failure, security vulnerability or billing error. We recommend setting limits, expiry dates and allowlists on your keys to control this risk.

5. API Keys and Third-Party Clients

1. API Key display, permissions, limits, expiry, allowlists, usage records, revocation and rotation are as actually provided in the console at the time. A full API Key is shown only once, when it is created.
2. You must not:
   • commit a full key to a public code repository or document-sharing platform;
   • hard-code it into a web front end, mobile app or public image;
   • publish it in screenshots, videos, tutorials, group chats or support tickets;
   • provide it to any unauthorized third party.
3. Tools such as Codex, Claude Code, Cursor, Cline and Kimi Code are provided by third parties under their own terms. APIONE is responsible for the configuration changes, API routing and billing performed by its own client.
4. The APIONE client may modify third-party tool configurations at your instruction. Before doing so, back up important configurations and confirm the target application, file permissions and runtime environment. Where technically feasible, we will provide recovery guidance.

6. Team Workspaces

1. The user who creates a team workspace is its Owner. The Owner can invite members, assign roles such as Admin, Member and Viewer, and is responsible for the workspace's use and charges.
2. Owners and Admins can view members' usage, call logs and administrative activity within the workspace, set limits for members, restrict available models, and disable or delete workspace keys created by members. By joining a workspace you acknowledge and accept these administrative permissions.
3. The workspace balance is shared by all members and topped up by Owners or Admins. Members' calls within the workspace are charged to the workspace balance, not to their personal balance, and do not earn personal points.
4. When a member leaves or is removed, the keys, projects and usage records they created in the workspace remain with the workspace, and the Owner decides whether to keep or delete them.
5. Before deleting a team workspace, the Owner must settle the workspace balance and outstanding charges and export any data needed.

7. User Content, Output and Training

1. You retain the rights you lawfully hold in your inputs. Rights in outputs are determined by applicable law and the terms of the relevant upstream model.
2. You grant APIONE a worldwide, non-exclusive, royalty-free license, sublicensable to necessary service providers, to receive, host, copy, convert, route, process and display user content to the extent needed to provide, maintain, protect and improve the Service. This license does not transfer the ownership you lawfully hold in your content and does not include using identifiable original user content to train, fine-tune or distill models.
3. APIONE may use anonymized, de-identified or aggregated data for statistics, routing optimization, security research and product improvement. Before using identifiable original content to train models, we will give separate notice in advance and obtain your express authorization.
4. Whether an upstream provider uses user content for training depends on its terms, APIONE's page notices and the route you select. If you do not want your content used for training, choose an available route expressly labeled "no training" or ZDR in the product.
5. You must ensure that the content you submit is lawfully sourced and that you hold the necessary rights, and you must not submit trade secrets, personal information, protected code or other confidential content that you are not authorized to process.
6. AI output may lack originality and may be identical or similar to output generated for other users. APIONE does not guarantee you exclusive rights to any output.

8. Acceptable Use

You may not use the Service to carry out or assist with any of the following:

Depending on the risk, APIONE may block, warn, rate-limit, suspend models, revoke keys, freeze features, suspend accounts or terminate the Service. Where illegal activity is suspected, we will retain the necessary records and report to the competent authorities as required by law. You may appeal within 14 days of receiving a notice of action by emailing support@apione.ai with "Appeal" in the subject line, and we will respond within 15 days of receipt.

9. Model Output and High-Risk Use

1. Model output is probabilistic and may be wrong, fabricated, incomplete, outdated, biased or inappropriate. It does not represent APIONE's position or commitment.
2. You should fact-check and review output as appropriate for your use.
3. Medical, legal, financial, engineering safety, public safety and similar matters should be judged by qualified professionals.
4. If you offer AI features to your own end users, you should disclose the involvement of AI, its main limitations, your privacy rules and how to raise complaints.
5. Where applicable law requires AI-generated or synthetic content to be labeled, you must not remove, alter or evade those labels.

10. Fees, Balance, Subscriptions and Invoices

1. You agree to pay fees in the currency, unit price and billing unit shown on the model pricing page at the time of the call. The Service is priced in US dollars.
2. Fees may be calculated per input token, output token, cached token, tool call, file, image, audio or video processing, or other clearly displayed units. Calls that fail or return no result due to an upstream or APIONE issue are not charged.
3. The console provides billing information such as model, time, usage, unit price, amount, status and request ID. Server-side metering and settlement records are an important basis for resolving billing disputes, and you should review them promptly.
4. APIONE may adjust prices based on upstream costs, exchange rates, payment channels, taxes and service strategy. New prices take effect from the time stated on the page or in the notice, apply only to calls made after they take effect, and never retroactively increase the cost of completed calls.
5. Top-up balances do not expire. Subscription credit is granted in full at purchase and is valid for 30 days from the purchase date; any unused credit expires at the end of that period and is not refundable or redeemable for cash.
6. Web chat and API calls on a personal account are charged in the following order: valid subscription credit first, then the personal balance on a pay-as-you-go basis once the credit is used up; paid calls stop when the balance reaches zero. Calls in a team workspace are charged only to the workspace balance.
7. If a temporary negative balance arises from metering delays, later top-ups are first applied to the amount owed, and APIONE may suspend paid calls until it is settled.
8. If you believe you were charged twice or incorrectly, request a review within 30 days of the bill being issued and provide information such as request IDs. Where we confirm a billing error or duplicate charge, we will reverse or refund the corresponding amount.
9. Invoices and payment receipts can be requested at support@apione.ai. You are responsible for any taxes you are legally required to pay where you are located.
10. You must not initiate chargebacks or reverse payments without good reason to avoid fees already incurred. The party at fault bears the resulting investigation, recovery and reasonable costs.

11. Points, Referral Rewards and Redemption Codes

1. You may earn points by spending, referring friends and similar activities. Earning rates and redemption tiers are as shown on the points page; when APIONE changes the rules, points already redeemed are not affected.
2. Points can only be redeemed for account balance on the points page. They cannot be exchanged for cash, transferred or merged into another account. Spending in a team workspace does not earn personal points.
3. Referral rewards are calculated on the amount actually paid by the referred user and are issued after the order is completed and the waiting period stated on the page has passed. If the referred user receives a refund, the corresponding reward will not be issued or will be clawed back.
4. Redemption codes can be used once, are redeemed for the benefit stated on the page and cannot be exchanged for cash.
5. APIONE may withhold, void or claw back points, rewards or redemption benefits obtained through fake registrations, self-referrals, fake orders or other improper means.
6. When an account is closed, unredeemed points and unissued rewards are forfeited.

12. Refund Policy

To request a refund, email support@apione.ai with "Refund" in the subject line and provide your account, order, purchase time, amount, balance, reason for the refund and any verification materials we reasonably request. We will complete the review within 7 business days of receiving complete materials; once approved, refunds are generally returned via the original payment method and in the original currency. Actual arrival time, exchange rate differences and payment institution restrictions are outside APIONE's control.

13. Availability, Maintenance and Changes

1. The Service is provided "as is" and "as available". Except under a written SLA or where the law provides otherwise, APIONE does not guarantee that the Service will be continuous, uninterrupted, error-free, free of delay or fit for your particular purpose.
2. We will try to announce planned maintenance in advance, and will update the progress of major incidents through the status page, in-product notices or other reasonable means.
3. Preview, beta and experimental features may be unstable and should not be used directly in production or safety-critical scenarios.
4. To the extent permitted by law, APIONE is not liable for interruptions, delays or losses caused by the public internet, power, carriers, your devices or software, cyberattacks, government action, natural disasters or other causes beyond APIONE's reasonable control. Upstream provider failures cause the affected calls to fail; failed calls are not charged, and APIONE will try to continue serving through other eligible routes.
5. Enterprise customers may sign a separate SLA defining the availability metric, exclusions, measurement period and service credits.

14. Privacy and Data Protection

1. APIONE processes personal information and user content in accordance with the APIONE Privacy Policy.
2. API request bodies, web chat sessions, local client data and call metadata are subject to different retention rules, as described in the APIONE Privacy Policy.
3. Enterprise customers submitting data on behalf of their end users must provide privacy notices, obtain necessary authorizations and handle end-user requests in accordance with the law.
4. Enterprise customers may sign a data processing agreement with APIONE setting out each party's role, processing instructions, sub-processors, security, cross-border transfers and deletion arrangements.

15. Intellectual Property and Infringement Claims

1. APIONE or its licensors hold the rights in the website, clients, software, technology, interface, documentation and trademarks in accordance with the law.
2. Third-party models, software and trademarks belong to their respective owners.
3. Rights holders who believe content in the Service infringes their copyright or other rights may email support@apione.ai with "DMCA" or "Rights complaint" in the subject line. The notice must include: the signature of the rights holder or its authorized agent; identification of the work or right claimed to be infringed; identification of the allegedly infringing content and its location; contact information; a statement of good-faith belief that the use is not authorized; and a statement, under penalty of perjury, that the notice is accurate and that you are authorized to act on behalf of the rights holder.
4. We will review the notice and take measures such as removing content, restricting access or forwarding the notice. A user whose content is affected and who believes it was a mistake may submit a counter-notice in the same way; we will forward it to the complainant, and if the complainant does not file a lawsuit within the statutory period, we may restore the content.
5. APIONE may terminate the accounts of repeat infringers. Those who file malicious or false complaints bear legal responsibility.

16. Limitation of Liability

1. APIONE does not guarantee that model output is fully accurate, complete, unbiased, fit for a particular purpose or non-infringing.
2. APIONE does not control independent third-party models, clients, plug-ins, payment services or external websites, and makes no guarantee as to their availability, content, security or privacy practices. Disputes arising from your use of third-party services should first be raised with the relevant third party.
3. You are legally responsible for losses caused by unlawful use, submitting data without authorization, exposing your own credentials or failing to verify output; where APIONE is also at fault, liability is allocated by fault.
4. For enterprise users, to the extent permitted by law, APIONE is not liable for any indirect, incidental, special, punitive or consequential losses, including lost profits, goodwill, data, business opportunities or business interruption, and APIONE's total liability does not exceed the fees the enterprise user actually paid for the relevant service in the 6 months before the claim arose.
5. The above limitations do not apply to intent or gross negligence, personal injury, breaches of personal information protection or confidentiality obligations, or liabilities that cannot be limited by law.
6. Statutory rights of consumers, including refunds and compensation, are not limited by the standard terms of this Agreement.
7. If a third-party claim arises from your content, your products, unlawful use, breach of upstream rules or infringement of third-party rights, you will defend and indemnify APIONE to the extent of your fault and bear reasonable attorney's fees, investigation costs and handling costs. APIONE will notify you promptly and reasonably cooperate.

17. Suspension, Termination and Account Closure

1. You may close your account in the account settings of the console. Before closing it, settle your balance, orders, disputes and invoices and export any data you need.
2. In urgent situations such as security risks, fraud, serious illegal activity, or upstream or regulatory requirements, APIONE may immediately restrict features, revoke keys or suspend the Service without prior notice. For other breaches, we will notify you first and give you 7 days to cure; if the breach is not cured, we may suspend or terminate the Service. We will explain the main reason and provide the appeal channel in Section 8.
3. If the Service is terminated because of your breach, your unused top-up balance will be refunded after deducting the actual losses your breach caused APIONE; bonus credit, subscription credit, points and rewards are forfeited.
4. After an account is terminated, its API Keys stop working, and data is deleted, anonymized or retained as required by law in accordance with the APIONE Privacy Policy.

18. Governing Law and Disputes

1. This Agreement is governed by the laws of the State of Colorado and applicable United States federal law, without regard to conflict-of-laws rules, and without excluding the protection of mandatory laws where the consumer resides.
2. Disputes should first be resolved through good-faith negotiation; failing that, they shall be submitted to the state or federal courts of competent jurisdiction located in Denver, Colorado, United States, unless mandatory laws such as consumer protection laws provide otherwise.

19. General Provisions

1. This Agreement and the rules it expressly references constitute the entire agreement between you and APIONE regarding the Service and supersede any prior oral or written arrangements.
2. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in effect, and that provision applies to the maximum extent enforceable.
3. APIONE's failure or delay in exercising any right is not a waiver of that right.
4. You may not assign your rights or obligations under this Agreement without APIONE's written consent. APIONE may assign this Agreement in connection with a merger, acquisition or asset transfer and will notify you.
5. APIONE may send you notices through in-product messages, the email address you registered or page announcements; you may send notices to us at support@apione.ai.
6. Provisions that by their nature should survive termination, including fees, intellectual property, limitation of liability, indemnification and dispute resolution, survive termination of this Agreement.
7. This Agreement is published in Chinese and English. If the two versions are inconsistent, the English version prevails.

20. Changes and Contact

APIONE may amend this Agreement in response to changes in law, upstream rules, technology or business, and will update the version number and effective date on this page. For material changes that are adverse to you, we will notify you by email or in-product message at least 30 days in advance; other changes apply from the effective date published on the page. If you do not agree to a change, you may stop using the Service before it takes effect and handle your account and balance under this Agreement. Previous versions are available on request at support@apione.ai.