Terms of Service.

Effective 2026-05-25 · Version 1.0 · Stub pending counsel review

1. Definitions

• “Amperes”, “we”, “us” — Amperes AI Inc., a Delaware corporation.
• “Customer”, “you” — the organization that creates an account, signs an order form, or uses the Service. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these terms.
• “Service” — the Amperes AI inference control plane, including the proxy at api.amperes.pro, the dashboard at dashboard.amperes.pro, the documentation at amperes.pro/docs, and any related software, SDK, or feature.
• “Customer Data” — the prompts, tool outputs, and metadata you send through the Service, plus any data we generate about that traffic (routing decisions, costs, latencies, quality scores).
• “Upstream Provider” — OpenAI, Anthropic, AWS Bedrock, Google, or any other model provider the Service routes a request to on your behalf.

2. The service we provide

The Service classifies each prompt, scores candidate models from your configured Upstream Providers, forwards the request, returns the response, and logs the decision. We commit to operating the Service with reasonable care, monitoring its availability, and giving you the dashboards and controls described in the documentation. We do not commit to the quality, correctness, or non-infringement of model outputs — those are produced by Upstream Providers under their own terms.

3. Your account and credentials

• You are responsible for keeping your API keys confidential. Treat them like passwords. Rotate any key that has been exposed.
• You agree to use multi-factor authentication on any administrative account used to manage the Service.
• You will notify us promptly by booking an urgent call if you suspect unauthorized use of your credentials; we will move to a secure channel within 4 hours.
• You are responsible for the actions taken by anyone using your credentials, whether authorized or not, until you notify us and we revoke the credential.

4. Acceptable use

You may not use the Service to:

• Violate any applicable law or regulation, or any third party's rights (intellectual property, privacy, publicity).
• Generate or attempt to generate content depicting child sexual abuse material, terrorism, or non-consensual sexual material.
• Circumvent or attempt to circumvent the rate limits, governance controls, or PII filters we have configured on your account, or the content policies of any Upstream Provider.
• Reverse-engineer, decompile, or attempt to discover the source code of the Service except where permitted by law. Customers with a signed source escrow rider may inspect the source under the terms of that rider.
• Resell the Service to a third party without our written consent. Building products on top of the Service is encouraged; reselling raw access is not.
• Send traffic designed to benchmark, scrape, or measure the Service for a competing product without our written consent.

We may suspend or terminate your access for violations of this section after notice and a reasonable opportunity to cure, except in the case of severe violations (CSAM, ongoing security threats, court order) where we may suspend immediately.

5. Customer Data and ownership

You own your Customer Data. We claim no rights over your prompts or the outputs you receive. You grant us a limited, non-exclusive, worldwide, royalty-free license to process Customer Data for the sole purpose of operating, securing, and improving the Service for you. Specifically:

• Routing — classifying the prompt, scoring candidates, forwarding to the chosen Upstream Provider, returning the response.
• Per-customer learning — updating the EWMA scorer that learns which models perform best for your traffic. This learned state is scoped to your account and is not shared with other customers.
• Drift & anomaly detection — computing rolling aggregates of latency, error rate, and sampled quality per (provider, model). These aggregates inform our health tracker for all customers but contain no identifiable Customer Data.
• Operating the Service — backups, security monitoring, incident response, audit logging.

We will not train a model on your Customer Data. We will not sell your Customer Data. We will not share your Customer Data with anyone except the subprocessors listed in the Privacy Policy for the purposes stated there, or as required by law (in which case we will challenge overbroad requests and notify you where legally permitted).

6. Fees, billing, taxes

Fees are set in an order form, an MSA addendum, or a pricing page reviewed and accepted by both parties. The pricing displayed on amperes.pro/pricing at the time of a free trial or pilot is indicative; the contractually-binding pricing is whatever you have signed. Invoices are payable net 30 days. We reserve the right to suspend access for accounts more than 30 days past due, after written notice. You are responsible for any sales, use, value-added, or withholding taxes that apply to the fees, except for taxes on our income.

7. Service levels

The current service level commitments are published in the documentation. Summary — we target 99.5% monthly proxy uptime for the hosted tier, measured at api.amperes.pro. Service credits for failure to meet the SLA are issued under the terms in the linked documentation. Customers running in their own VPC are responsible for their own uptime; we provide the software and the runbook, not the SLA.

8. Warranties and disclaimers

We warrant that we will operate the Service with reasonable care, using industry-standard security practices. We make no other express or implied warranties, including no warranty of merchantability, fitness for a particular purpose, or non-infringement. The Service is provided “as is” except as expressly stated in this Section 8 and any signed MSA.

In particular, the outputs of Upstream Provider models are not our product. Models hallucinate. Models occasionally regress. The drift detector and confidence escalator reduce the risk of bad outputs reaching your users; they do not eliminate it. You are responsible for designing your application to handle model outputs safely.

9. Indemnification

We will defend you against any third-party claim alleging that the Service, as provided by us and used in accordance with these terms, directly infringes a US patent, copyright, or trademark, and we will pay damages and reasonable attorneys' fees finally awarded against you. This is our only obligation for infringement claims; we have no obligation if the claim arises from your modification of the Service, combination with something we did not provide, or use in violation of these terms.

You will defend us against any third-party claim arising from your Customer Data, your use of the Service in violation of these terms, or content generated by the Service in response to your prompts.

10. Limitation of liability

Except for the indemnification obligations in Section 9, breach of Section 5 (Customer Data), or your obligation to pay fees, the total cumulative liability of either party for any claim arising out of or relating to these terms or the Service is limited to the fees you have paid us in the twelve months immediately preceding the event giving rise to the claim. Neither party is liable for indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits or lost data, even if advised of their possibility. These limitations apply to the maximum extent permitted by law.

11. Term and termination

• These terms remain in effect while you have an active account or signed order form.
• Either party may terminate for material breach if the breaching party fails to cure within 30 days of written notice.
• You may terminate for convenience at the end of any current billing term by giving us at least 30 days written notice (no refund for prepaid fees except as stated in your order form).
• We may terminate for convenience by giving you at least 90 days written notice, with a pro-rata refund for any prepaid period after the effective date.
• On termination: your API keys are revoked, your Customer Data is deleted within 30 days per the Privacy Policy, and Sections 5 (your ownership), 8 (warranties), 9 (indemnification), 10 (liability cap), and 12 (governing law) survive.

12. Governing law and disputes

These terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. Disputes will be brought exclusively in the state or federal courts located in New Castle County, Delaware, and both parties consent to the jurisdiction of those courts. Both parties waive any right to a jury trial. Nothing in this section prevents either party from seeking injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

13. Confidentiality

Each party will protect the other's confidential information using the same degree of care it uses to protect its own confidential information, and at minimum reasonable care. Confidential information may be disclosed only to employees, contractors, and advisors who need to know it and who are bound by confidentiality obligations at least as protective as those in this section. This section does not apply to information that is already public, becomes public through no fault of the receiving party, was already known, or is independently developed.

14. Publicity

We will not publicly disclose that you are a customer (logo, case study, press release) without your prior written consent. If you tell us we may use your logo on the website, that consent is revocable at any time on 30 days notice. Aggregate or anonymized statistics about the Service (total traffic, model mix, average savings across customers) may be published without your specific consent provided they do not identify you.

15. Modifications to these terms

We may revise these terms from time to time. Material changes will be announced via email to your account's primary contact at least 30 days before they take effect. If you do not agree to a material change, you may terminate the agreement under Section 11 before the change takes effect. Continued use of the Service after the effective date constitutes acceptance.

16. Miscellaneous

• Force majeure — neither party is liable for delay or failure caused by events beyond its reasonable control.
• Assignment — neither party may assign these terms without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets.
• Notices — written notice to us should be initiated by booking a 15-minute call; we will exchange written addresses on that call. Notice to you goes to the email address on your account.
• Entire agreement — these terms, the Privacy Policy, the DPA, and any signed order form or MSA together constitute the entire agreement between the parties and supersede any prior agreements on the same subject matter.
• Severability — if any provision is held unenforceable, the remaining provisions remain in full force.
• No waiver — failure to enforce any right is not a waiver of that right.

17. Contact

Amperes AI Inc.
All inquiries — book a 15-minute call.

Related: Privacy Policy · Data Processing Addendum · Security disclosure policy