# Specific Product Terms

Last updated: May 25, 2026

IMPORTANT – PLEASE READ CAREFULLY: THESE AI GATEWAY SERVICE TERMS ("TERMS") CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN ZENLAYER ("ZENLAYER," "WE," "US," OR "OUR") AND THE CUSTOMER ("CUSTOMER," "YOU," OR "YOUR") GOVERNING YOUR ACCESS TO AND USE OF THE AI API GATEWAY SERVICES. BY CHECKING THE BOX OR PLACING ORDER ON THE ZENLAYER PLATFORM, CUSTOMER REPRESENTS THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SERVICES.

## 1. DEFINITIONS

1.1 "AI API Gateway Services" or "Services" means the hosted platform services provided by Zenlayer that enable Customer to access various third-party generative artificial intelligence models ("AI Models") through a unified application programming interface gateway.

1.2 "Platform" means Zenlayer's online console located at <https://console.zenlayer.com/> or any successor URL, where Customer manages account settings, places orders, and tracks usage.

1.3 "Model Provider" means the independent third-party entity that owns, operates, and provides the underlying AI Model. Zenlayer and Model Providers are independent contractors.

1.4 "Order" means the specific service configuration, volume, and billing selection made by Customer on the Platform at the time of checkout.

## 2. SERVICE DESCRIPTION AND PLATFORM ROLE

2.1 Gateway Services. Zenlayer agrees to provide the AI API Gateway Services as selected by Customer in the Order. The specific list of accessible AI Models and technical specifications are as displayed in real-time on the Platform. Zenlayer may add or remove available AI Models at any time without liability.

2.2 Role of Zenlayer. Customer acknowledges and agrees that Zenlayer operates solely as a gateway and management layer. Zenlayer DOES NOT own, operate, control, or modify the underlying AI Models or the content generated by such models ("Output").

2.3 Data Processing and Model Training Obligations. Zenlayer will not store or process Customer's inputs for any purpose other than the performance of the Services. Zenlayer shall further refrain from using such inputs, directly or indirectly, for the training, fine-tuning, or any similar use of any AI Models for its own benefit. Some AI Models may store or train on Customer's inputs for improving their own large language models and may allow Customer to opt-out of model training, as described in the applicable AI Model Terms. Zenlayer encourages Customer to review AI Model Terms carefully to understand how the data may be used. Where technically and contractually feasible, Zenlayer shall opt out of any training or storage of Customer's data upon Customer's written instruction and shall ensure that such data is not used or retained beyond what is necessary for the provision of the AI API Gateway Services.

2.4 Model Provider Terms. Customer's use of any specific AI Model is subject to the usage policies, prohibited use guidelines, and privacy terms of the respective Model Provider. Customer is solely responsible for reviewing and complying with such third-party terms.

2.5 Disclaimer on Output. AI Models are probabilistic and may generate inaccurate, incomplete, or offensive Output. Zenlayer makes no warranty or representation regarding the accuracy, legality, safety, or non-infringement of any Output. Customer uses the Services and relies on any Output at its own risk.

## 3. FEES AND PAYMENT

3.1 Pricing and Discounts. The specific fees for the Services shall be based on the consumption rates displayed on the Zenlayer Platform. Any discounts or promotional pricing applicable to Customer's account will be reflected in the final checkout price shown on the Order page. The "Total Amount Due" displayed on the Order page at the time of checkout is the conclusive and agreed-upon price for that Order.

3.2 Price Adjustments. Model Providers may adjust their underlying API costs at any time. Zenlayer reserves the right to modify the prices displayed on the Platform. If a price increase occurs, Zenlayer will endeavor to provide reasonable advance notice via the Platform or email. Continued use of the Services after a price adjustment constitutes acceptance of the new rates.

3.3 Billing and Payment. Zenlayer will invoice Customer based on actual usage or prepaid credits as specified in the Order. Unless otherwise stated in the Order, payment is due within thirty (30) days of the invoice date. Overdue amounts shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law.

3.4 Taxes. Fees are exclusive of all taxes, levies, or duties. Customers are responsible for payment of all applicable sales, use, value-added, or withholding taxes associated with the Services, except for taxes on Zenlayer's net income.

## 4. CUSTOMER OBLIGATIONS AND RESTRICTIONS

4.1 License Grant. Subject to these Terms, Zenlayer grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services solely for Customer's internal business purposes.

4.2 Prohibited Uses. Customer shall not, and shall not permit any third party to:

(a) Resell, sublicense, or distribute the Services on a stand-alone basis;

(b) Reverse engineer, decompile, or attempt to extract the source code of the Services or any AI Model;

(c) Use the Services to develop, train, or improve any competing AI or machine learning model (including but not limited to using Output for data distillation, synthetic data generation, or model fine-tuning);

(d) Use the Services in violation of applicable laws or in a manner that infringes the rights of third parties.

4.3 Account Security. Customer is responsible for maintaining the confidentiality of its API keys and account credentials. Customer is liable for all activities that occur under its account.

## 5. INTELLECTUAL PROPERTY

5.1 Zenlayer Ownership. Zenlayer and its licensors retain all right, title, and interest in and to the Services, the Platform, and all related technology and intellectual property.

5.2 Model Provider Ownership. All AI Models and underlying algorithms are the exclusive property of the respective Model Providers.

5.3 Output. As between Zenlayer and Customer, subject to the restrictions of the applicable Model Provider terms, Customer retains ownership of the specific Output generated for Customer's prompts, provided that Customer acknowledges the Output may not be unique and may be generated for others.

## 6. CONFIDENTIALITY

6.1 Each party agrees to protect the other's Confidential Information using reasonable care. "Confidential Information" includes these Terms, pricing, and any non-public technical or business information. This obligation does not apply to information that is publicly known or independently developed.

## 7. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

7.1 DISCLAIMER. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ZENLAYER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ZENLAYER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, NOR DOES IT WARRANT THE ACCURACY OF ANY AI MODEL OUTPUT.

7.2 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ZENLAYER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE AMOUNT PAID BY CUSTOMER TO ZENLAYER FOR THE SERVICES DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. ZENLAYER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, DATA, OR GOODWILL.

7.3 MODEL PROVIDER FAILURES. ZENLAYER SHALL NOT BE LIABLE FOR ANY INTERRUPTION, SUSPENSION, OR TERMINATION OF SERVICES CAUSED BY THE ACTS OR OMISSIONS OF THIRD-PARTY MODEL PROVIDERS.

## 8. TERM AND TERMINATION

8.1 Term. These Terms commence upon Customer's acceptance and remain in effect until terminated.

8.2 Termination for Convenience. Zenlayer may terminate these Terms or suspend access to the Services for any reason upon thirty (30) days' notice. Customer may terminate by ceasing all use of the Services and closing its account.

8.3 Termination for Cause. Zenlayer may suspend or terminate access immediately without notice if Customer breaches these Terms or if Zenlayer is required to do so by a Model Provider or law.

8.4 Effect of Termination. Upon termination, Customer shall immediately cease using the Services and pay all outstanding fees. Sections 5, 6, 7, 9 and 10 shall survive termination.

## 9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law provisions or the UN Convention on the International Sale of Goods.

## 10. DISPUTE RESOLUTION

10.1 Dispute Resolution. The dispute resolution provisions of this Section 10 shall be the exclusive mechanism to resolve disputes under this Agreement. The Parties agree to use their respective best efforts to resolve any dispute(s) that may arise out of or in connection with this Agreement, any Service Order Form, Service Level Agreement, or non-disclosure agreement (each an "Issue").

In the event of an Issue, the initiating Party shall notify the other Party no later than thirty (30) days after the discovery of the Issue ("Issue Notice Date"). The Parties agree that they shall first endeavor to resolve the Issues through informal negotiations within thirty (30) days after the Issue Notice Date. If the Parties are unable to resolve the dispute in good faith through the informal negotiations, including through escalation of the Issues to senior executives of each Party, within thirty (30) days of the Issue Notice Date, the Issue shall be resolved by arbitration, in accordance with Section 10.2 below. The Parties agree that arbitration shall be the exclusive means for resolving Issues which the Parties cannot otherwise resolve through informal negotiations.

10.2 Arbitration. Any claim, dispute, or controversy of whatever nature arising out of or relating to this Agreement or any Services provided pursuant to this Agreement, including, without limitation, any action or claim based on tort, contract, or statute, or concerning the interpretation, effect, termination, validity, performance and/or breach of this Agreement or Services rendered hereunder ("Claim"), shall be resolved by final and binding arbitration. The initiating Party shall have thirty (30) days from the last date of informal negotiations to submit a Claim for arbitration. The arbitration shall be conducted by and submitted to a single arbitrator ("Arbitrator") selected from JAMS ("JAMS"), in accordance with its then existing Comprehensive Arbitration Rules & Procedures; however, upon the written demand of any party to the arbitration, the arbitration shall be conducted by and submitted to three Arbitrators selected from and administered by JAMS Comprehensive Arbitration Rules & Procedures. The arbitration hearing shall be held in Los Angeles, California in accordance with California Code of Civil Procedure §§ 1280 et seq., unless Customer is a non-U.S. entity, in which case the arbitration may be held in a different mutually agreeable venue. The language of the arbitration shall be English. Each Party shall be responsible for its own arbitration fees.

The arbitration provisions of this Agreement shall not prevent any Party from obtaining injunctive or other equitable relief from a court of competent jurisdiction to enforce the obligations for which such Party may obtain provisional relief pending a decision on the merits by the arbitrator.

The Arbitrator(s) shall NOT be authorized to reform, modify or materially change this Agreement or other agreements entered into between the parties. Each Party shall bear its own attorneys' fees, costs and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator(s) and JAMS; however, the Arbitrator(s) shall be authorized to determine whether a Party is the prevailing Party and, if so, to award to that prevailing Party reimbursement for its reasonable attorneys' fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.), and/or the fees and costs of the Arbitrator(s) and JAMS. The Arbitrator(s), and not a court, shall also be authorized to determine whether this arbitration provision applies to a Claim ought to be resolved hereunder. The Arbitrator(s) shall, within fifteen (15) calendar days after the conclusion of the arbitration hearing, issue a written award and a written statement of decision describing the material factual findings and conclusions on which the award is based, including the calculation of any damages awarded.

Absent the filing of an application to correct or vacate the arbitration award under California Code of Civil Procedure sections 1285 through 1288.8, each Party shall fully perform and satisfy the arbitration award within fifteen (15) days of the service of the award. Judgment on the award may be entered by any court of competent jurisdiction. By agreeing to this binding arbitration provision, the Parties understand that they are waiving certain rights and protections which may otherwise be available if a Claim were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this arbitration provision, the right to a jury trial, certain rights of appeal, and a right to invoke formal rules of procedure and evidence.

The Parties agree that they shall endeavor to resolve any such Claim submitted for arbitration within 180 days from the first scheduled date of commencement of arbitration proceedings.

## 11. GENERAL PROVISIONS

11.1 Modification. Zenlayer may modify these Terms from time to time by posting the revised version on the Platform. Continued use of the Services after the effective date of the changes constitutes acceptance of the modified Terms.

11.2 Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, network failures, or changes in third-party model availability.

11.3 Entire Agreement. These Terms, together with the Order details displayed on the Platform, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements.


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