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Terms of Service

Last updated: May 29, 2026

1. Acceptance of Terms

ApexApi ("ApexApi", "the Service") is operated by Nitrotech Inc., a Delaware corporation ("Nitrotech", "we", "us", or "our"). By accessing or using the Service, creating an account, or generating an API key, you agree to be bound by these Terms of Service (the "Terms") and by our Privacy Policy, which is incorporated by reference. If you do not agree to these Terms, do not use the Service.

If you use the Service on behalf of a company or other legal entity, you represent that you have authority to bind that entity, in which case "you" refers to that entity.

2. Eligibility

You must be at least 18 years old and capable of forming a binding contract to use the Service. By using the Service, you represent that you meet these requirements, that you have not been previously suspended or removed from the Service, and that your use will comply with all applicable laws, regulations, and sanctions programs.

3. Description of Service

ApexApi is a unified API gateway that provides access to multiple third-party AI model providers ("Model Providers"). We act as an intermediary, routing your API requests to upstream providers and returning their responses. We do not train, host, or operate the underlying AI models, and we do not control their output. Models, providers, and features may be added, changed, or removed at any time without notice and without any guarantee of continued availability.

4. Account Registration

To use the Service, you must create an account and provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and API keys, and for all activities that occur under your account. Notify us immediately at security@apexapi.dev if you suspect unauthorized use of your account.

The Service is not offered anonymously. Account creation requires a verifiable email address, and any paid usage requires a payment instrument verified through our payment processor (Stripe). We do not offer pre-funded credit-only access, gift-card access, or access via any other mechanism that would prevent us from identifying the account holder for compliance, billing, and abuse-prevention purposes.

5. API Keys

API keys are personal to your account. Do not share, publish, or embed API keys in client-side code. You are responsible for all usage incurred through your API keys, including usage resulting from a leaked or compromised key. Revoke compromised keys immediately via your dashboard.

6. Credits and Billing

The Service uses a pre-paid credit system. Credits are purchased through our payment processor (Stripe) and are deducted based on your API usage. Pricing includes a markup over upstream provider costs and is available on our Pricing page and via the API.

  • No expiration: Purchased credits do not expire for as long as your account remains in good standing.
  • Refunds: Unspent credits may be refunded if requested within twenty-four (24) hours of the purchase transaction. After 24 hours, unused credits are non-refundable except where required by law or as expressly provided in Section 16 (Termination).
  • Taxes: Prices are exclusive of applicable taxes. You are responsible for any taxes, duties, or similar charges, other than taxes based on our net income.
  • Price changes: We may change pricing or fees at any time. We will provide at least thirty (30) days' advance notice of material increases to recurring or per-unit pricing via email or in-product notification. Continued use after a change takes effect constitutes acceptance.

All financial operations, including credit deductions, are calculated based on usage metered by the Service, which is the authoritative record for billing purposes absent manifest error.

7. Acceptable Use

You agree not to, and not to permit any user under your account or your end customers to:

  • Violate any applicable law, regulation, or third-party right;
  • Generate, distribute, or facilitate illegal, harmful, abusive, deceptive, or infringing content;
  • Violate the terms, usage policies, or acceptable use policies of any Model Provider (see Section 8);
  • Attempt to circumvent rate limits, usage controls, geographic restrictions, or security measures;
  • Conduct prompt injection, jailbreaking, adversarial testing, or other "red teaming" of models without our prior written authorization;
  • Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service;
  • Resell, sublicense, or provide access to the Service to third parties without our prior written permission;
  • Create multiple or fraudulent accounts to evade limits, suspensions, or fees;
  • Use automated means to scrape, crawl, or extract data from the Service except through the documented API;
  • Introduce malware, or interfere with or disrupt the Service, its infrastructure, or other users; or
  • Use the Service to develop a competing product, or to train a competing AI model or gateway.

7.1 Consumer-Facing Chatbots and Agents

If you operate any chatbot, virtual assistant, or interactive AI agent that interacts directly with consumers or end users (whether your customers or members of the general public), you must clearly disclose to those end users that they are interacting with an AI rather than a human. This disclosure must appear at the beginning of each chat session and must remain reasonably visible throughout the interaction. This applies regardless of which underlying Model Provider serves the request. Hiding, obscuring, or impersonating a human is a material breach of these Terms.

7.2 High-Risk Use Cases

You may not use the Service to make autonomous decisions, generate advice, or otherwise output content directly to consumers or end users in any of the following High-Risk Use Case domains without a qualified human professional reviewing each output before it reaches the end user, and without surfacing a clear and prominent disclaimer that the end user should consult a licensed professional:

  • Legal interpretation, legal guidance, or legal advice;
  • Healthcare decisions, medical diagnosis, therapy, or mental-health treatment;
  • Insurance underwriting, claims adjudication, or coverage determinations;
  • Financial advice, investment recommendations, or lending decisions;
  • Employment eligibility, hiring decisions, or workforce-management decisions affecting individuals;
  • Housing eligibility, tenancy decisions, or real-estate transactions affecting individuals;
  • Academic testing, grading, admissions, or other educational evaluations affecting individuals;
  • Generation of journalistic content presented as factual reporting; or
  • Any other domain designated as "high-risk" by an applicable Model Provider's acceptable use policy.

The list above mirrors and incorporates the High-Risk Use Case categories defined by our principal Model Providers, including Anthropic's Acceptable Use Policy. You are responsible for keeping current with each Model Provider's policy.

7.3 Logging, Audit, and Enforcement

We log every API request through the Service (authenticated key, model, timing, size, and outcome metadata) for security, billing, abuse detection, and compliance audit purposes, including support for Model Provider investigations of policy violations. We may suspend or terminate your account immediately, without prior notice, upon a credible report or our own detection of any breach of this Section 7 (Acceptable Use) or of any Model Provider's acceptable use policy. Suspensions are scoped to the offending account and do not affect other customers. Where applicable law permits and we deem it appropriate, we may cooperate with Model Providers, payment processors, and law-enforcement authorities regarding suspected violations.

8. Model Providers and Third-Party Terms

Your use of any model offered through the Service is also subject to the applicable Model Provider's terms of service, acceptable use policies, and usage restrictions ("Model Terms"). By using a model, you agree to comply with its Model Terms, and you are responsible for ensuring that any users under your account and your end customers also comply. We are not responsible for, and disclaim all liability arising from, the acts, omissions, availability, data practices, or output of any Model Provider.

Certain models are restricted by their providers to specific entities, industries, or geographic locations, or are subject to export controls and economic sanctions. You may not access or use a model in violation of such restrictions, and you may not use VPNs, proxies, or other means to misrepresent your location or identity to circumvent them. A Model Provider may suspend or terminate access to its models at any time and at its sole discretion; we are not liable for any such suspension or termination. Breach of this Section is a material breach of these Terms.

We pass through every Model Provider's response unmodified, including refusals, safety warnings, content-moderation notices, and any other guardrail output the model emits. We do not strip, filter, rewrite, or override these responses on your behalf. If a Model Provider declines to fulfill a request, you and your end users will receive the decline message as the model returned it. You may not request, configure, or build integrations that attempt to bypass, hide, or alter a Model Provider's safety output.

9. Rate Limits

The Service enforces rate limits based on your account tier. Exceeding rate limits will result in temporary request rejection (HTTP 429). Repeated or deliberate abuse of rate limits may result in account suspension.

10. Service Availability

The Service is provided on an "as available" basis. We strive to maintain high availability but do not guarantee uninterrupted or error-free service. The Service depends on third-party Model Providers and infrastructure whose availability is outside our control. We are not liable for downtime, degradation, or errors caused by upstream providers, and we may suspend the Service for maintenance, security, or legal reasons.

11. Your Content

"Your Content" means the inputs you submit to the Service (prompts, files, and other data) and the outputs returned to you. As between you and us, you retain all rights you have in your inputs, and your rights in outputs are determined by the applicable Model Terms. You grant us a limited, worldwide, non-exclusive, royalty-free license to host, process, transmit, and route Your Content solely as necessary to operate and provide the Service, to enforce these Terms, and to comply with law.

You represent and warrant that you own or have all necessary rights to submit Your Content, that it does not infringe any third-party right or violate any law, and that it complies with these Terms and the applicable Model Terms. We do not use the content of your API requests or responses to train AI models. See our Privacy Policy for details on data handling, logging, and retention.

12. Intellectual Property

The Service, including its software, interfaces, designs, documentation, trademarks, and all related intellectual property (collectively, the "Materials"), is and remains the exclusive property of Nitrotech Inc. and its licensors, and is protected by intellectual property and other laws. We grant you a limited, revocable, non-exclusive, non-transferable right to access and use the Service in accordance with these Terms. All rights not expressly granted are reserved.

13. Feedback

If you provide suggestions, ideas, or other feedback about the Service, you grant us a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid license to use and exploit that feedback for any purpose without obligation or compensation to you.

14. Confidentiality

Non-public information that one party discloses to the other and that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information") must be protected by the receiving party with at least reasonable care and used only as needed to exercise rights or perform obligations under these Terms. This obligation does not apply to information that is or becomes public through no fault of the receiving party, was lawfully known or received without restriction, or was independently developed. A party may disclose Confidential Information if required by law, providing prior notice where legally permitted.

15. Disclaimers; No Warranties

THE SERVICE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT OUTPUTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR YOUR PURPOSE.

AI OUTPUTS MAY BE INACCURATE, OFFENSIVE, OR INCOMPLETE AND SHOULD NOT BE RELIED UPON AS A SOLE BASIS FOR DECISIONS. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING OUTPUTS AND FOR IMPLEMENTING APPROPRIATE HUMAN REVIEW AND SAFEGUARDS, PARTICULARLY FOR ANY REGULATED, HIGH-RISK, SAFETY-CRITICAL, LEGAL, MEDICAL, FINANCIAL, EMPLOYMENT, OR CUSTOMER-FACING USE. WE MAKE NO REPRESENTATION OR WARRANTY REGARDING ANY MODEL PROVIDER'S DATA, RETENTION, TRAINING, SECURITY, OR INTELLECTUAL PROPERTY PRACTICES.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER NITROTECH INC. NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, DATA, OR GOODWILL, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THESE LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY.

17. Indemnification

You will defend, indemnify, and hold harmless Nitrotech Inc. and its officers, directors, employees, affiliates, and agents from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service; (b) Your Content; (c) your violation of these Terms or any applicable law or Model Terms; or (d) your violation of any third-party right. We may assume the exclusive defense and control of any matter subject to indemnification, at our own expense, and you agree to cooperate with our defense.

18. Termination

You may close your account at any time. We may suspend or terminate your access to the Service, with or without notice, for violation of these Terms, suspected fraud or abuse, risk to the Service or other users, or as required by law. Upon termination for your material breach, unused credits may be forfeited. Upon termination by us without cause, we will refund the value of your unused credits within a reasonable period. Sections that by their nature should survive termination (including Sections 6, 11–17, and 19–21) will survive.

19. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-law principles. Subject to Section 20 (Dispute Resolution), the state and federal courts located in Delaware will have exclusive jurisdiction over any dispute not subject to arbitration, and you consent to personal jurisdiction in those courts.

20. Dispute Resolution; Binding Arbitration; Class Action Waiver

Please read this section carefully — it affects your legal rights. Except for the exceptions below, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (and, where applicable, its Consumer Arbitration Rules), conducted by a single arbitrator. The Federal Arbitration Act governs the interpretation and enforcement of this section.

Class action waiver. YOU AND NITROTECH INC. AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AND WE WAIVE ANY RIGHT TO A JURY TRIAL.

Informal resolution. Before initiating arbitration, the parties will attempt in good faith to resolve the dispute for thirty (30) days after written notice of the dispute is sent to legal@apexapi.dev.

Exceptions. Either party may bring an individual action in small-claims court, seek injunctive or equitable relief in court to protect intellectual property or confidential information, or report a matter to a government agency. If the class action waiver above is found unenforceable, the entirety of this Section 20 will be void, and disputes will be resolved in the courts identified in Section 19.

21. Changes to Terms

We may update these Terms from time to time. For material changes, we will provide at least thirty (30) days' advance notice via email or dashboard notification before they take effect. Non-material changes are effective upon posting. Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms. Disputes are governed by the version of these Terms in effect when the dispute arose.

22. General Provisions

  • Entire agreement: These Terms and the Privacy Policy are the entire agreement between you and us regarding the Service and supersede all prior agreements.
  • Assignment: You may not assign these Terms without our prior written consent. We may assign them in connection with a merger, acquisition, or sale of assets.
  • Severability: If any provision is held unenforceable, the remaining provisions will remain in full force and effect.
  • No waiver: Our failure to enforce any provision is not a waiver of our right to do so later.
  • Force majeure: We are not liable for any failure or delay caused by events beyond our reasonable control.
  • Electronic communications: You consent to receive communications from us electronically, and agree that electronic communications satisfy any legal requirement that such communications be in writing.

23. Contact

For questions about these Terms, contact Nitrotech Inc. at legal@apexapi.dev.