> For the complete documentation index, see [llms.txt](https://docs.console.zenlayer.com/zenlayer-legal/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://docs.console.zenlayer.com/zenlayer-legal/specific-product-terms/ai-gateway-service-terms.md).
# AI Gateway Service Terms
Last updated: August 12, 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"). ZENLAYER AND CUSTOMER ARE EACH REFERRED TO AS A "PARTY" AND COLLECTIVELY AS THE "PARTIES". THESE TERMS GOVERN YOUR ACCESS TO AND USE OF THE AI GATEWAY SERVICES. BY CHECKING THE BOX OR PLACING AN 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 AND INTERPRETATION
1.1 "AI Gateway Services" or "Services" means the hosted platform services provided by Zenlayer that enable Customer and/or its customers to access and use AI Model capabilities through a unified gateway and management layer. The Services may include model access orchestration, routing, request processing, account management, usage tracking, billing support, technical support, and other platform management functions. The Services are provided as cloud services and do not constitute a transfer or resale of, or a separate grant of ownership in, any underlying models, software, or intellectual property. The specific list of accessible models, service content, functions, and technical specifications are as displayed in real time on the Platform.
1.2 "Platform" means Zenlayer’s online console located at (or any successor URL), where Customer registers, selects services, places orders, manages its account, views consumption records, and accesses the APIs.
1.3 "AI Model" means the various generative artificial intelligence models operated and provided by third-party AI providers (the "Model Providers") that are accessible to Customer through the Platform.
1.4 "Model Provider" means the independent third-party entity that provides AI Models and makes model services available to Customer through the Platform. Zenlayer and Model Providers are independent legal entities and do not have any agency, partnership, joint venture, or employment relationship.
1.5 "AI Model Terms" means the specific usage terms, license conditions, prohibited use provisions, regional restrictions, privacy policies, data use policies, and other rules established by each Model Provider for its AI Models, including without limitation any provisions regarding model training, data storage, and opt-out mechanisms.
1.6 "Order" means the service purchase record generated by Customer through self-service ordering on the Platform, including without limitation the specific service products, configurations, service period, and fees selected by Customer. Each Order constitutes an integral part of these Terms.
1.7 "Platform Rules" means all rules, policies, guidelines, instructions, and notices posted on the Platform by Zenlayer that Customer must comply with when using the Services, including without limitation these Terms, the privacy policy, product documentation, and API usage guidelines.
1.8 "Effective Date" means the date on which Customer first accepts these Terms by checking the box or placing an Order on the Platform.
1.9 "Acceptable Use Policy" or "AUP" means Zenlayer’s acceptable use policy governing permitted and prohibited uses of the Services, as updated from time to time.
1.10 "Personal Data" has the meaning given under applicable data protection law, including the GDPR where applicable.
1.11 "Data Processing Addendum" or "DPA" means Zenlayer’s data processing addendum, available at (or any successor URL), which applies where Zenlayer processes Personal Data on behalf of Customer.
1.12 "Input" means any prompt, instruction, query, file, text, image, audio, video, code, data, or other content submitted by Customer or its end users to the Services.
1.13 "Output" means any response, completion, or other result generated by the Services in response to an Input.
1.14 "Sensitive Data" means any data that is subject to heightened legal, regulatory, or contractual protection, including without limitation personal health information, financial account data, government identification numbers, classified information, export-controlled technical data, and special categories of personal data under applicable data protection law.
## 2. SERVICE DESCRIPTION AND PLATFORM ROLE
2.1 Service Scope and Platform. Zenlayer agrees to provide the AI Gateway Services to Customer in accordance with these Terms and the Orders subsequently generated through the Platform. Zenlayer may add or remove AI Models from the Services at any time and may not provide separate notice for each change. The specific content, functions, pricing, billing methods, usage restrictions, and technical documentation of the Services are as displayed in real time on the Platform.
2.2 Platform Role and Limitation of Liability.
(1) Zenlayer provides the Services in two modes: (a) as an intermediary routing platform that transmits Customer’s requests to third-party Model Providers and returns the resulting Outputs ("API Routing Services"); or (b) as a direct operator of AI inference infrastructure, processing Customer’s Inputs on Zenlayer’s own servers, which may include open-source or other AI models deployed by Zenlayer ("Dedicated Inference Services"). The mode applicable to a given AI Model is indicated on the Platform at the point of selection. The Data Processing Addendum applies to both service types, with obligations varying by service type as described therein. For API Routing Services, Zenlayer operates as a stateless pass-through relay and does not store or retain any Input or Output content beyond what is necessary for real-time transmission. For Dedicated Inference Services, Zenlayer processes Inputs directly on its own infrastructure and the substantive DPA obligations apply in full.
(2) Zenlayer makes no warranty or representation whatsoever regarding the legality, accuracy, completeness, reliability, security, non-infringement, quality, performance, or suitability for any purpose of any AI Model or its Outputs, and assumes no responsibility for any related content. Customer acknowledges and agrees that Zenlayer shall not be liable for any operation, interruption, termination, or Output of any AI Model.
(3) The availability of a particular AI Model may change, be modified, suspended, or terminated from time to time due to the Model Provider’s service decisions, technical or operational requirements, export control restrictions, legal or regulatory requirements, business strategy adjustments, or any other reason. Zenlayer reserves the right, in its sole discretion, to suspend, limit, or terminate Customer’s access to any affected AI Model or related services to ensure compliance with applicable requirements. If the unavailability, suspension, interruption, or termination of Services is attributable to the Model Provider, Zenlayer shall not be liable for any such event.
(4) Certain AI Models available through the Services may include built-in content filtering or output restrictions implemented by the relevant Model Provider or required by applicable law at the model’s deployment location. Zenlayer shall not be liable for service limitations or output restrictions resulting from such built-in filtering that is outside Zenlayer’s reasonable control. Zenlayer may in the future implement additional content safety measures of its own and shall notify Customer of any such measures in advance.
(5) 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 the AI Model Terms carefully. Where technically and contractually feasible, Zenlayer shall use commercially reasonable efforts to opt out of any training or storage of Customer’s data upon Customer’s written instruction, provided that Zenlayer cannot guarantee that all Model Providers will honor such opt-out requests.
2.3 Online Platform Ordering Process.
(1) All purchases of Services by Customer shall be made through self-service ordering on the Platform. When placing an Order, Customer must carefully read and confirm the specific information of the selected Services, including without limitation product description, service mode, billing method, billing unit, billing cycle, unit price, quantity, and amount.
(2) Customer’s action of checking to agree to the relevant Platform Rules and successfully submitting an Order on the Platform shall be deemed as Customer’s full understanding and acceptance of all contents of such legal documents and the Order, and such legal documents and the Order shall be legally binding on both parties.
(3) The parties confirm that the information recorded on the Platform, including without limitation Order information, consumption details, and operation logs, shall be the final basis for service provision and billing.
## 3. FEES AND PAYMENT
3.1 Pricing and Discounts. The specific prices, billing methods, and payment details for the Services shall be as displayed in real time on the Platform at the time Customer places an Order. 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. Given that Model Providers may adjust their API prices or billing rules at any time, Zenlayer reserves the right to modify the prices and related terms displayed on the Platform. If a price adjustment occurs, Zenlayer will endeavor to provide reasonable advance notice by way of Platform announcement or email. Continued use of the Services after a price adjustment becomes effective shall be deemed acceptance of the adjusted prices.
3.3 Billing and Payment. Zenlayer will invoice Customer based on actual usage or prepaid credits as specified in the Order. Zenlayer shall issue a bill detail of Customer’s usage for the preceding month at the beginning of each month. If Customer has any objection to the statement, it must notify Zenlayer in writing within five (5) days after the statement is issued; otherwise the statement shall be deemed accepted in its entirety. 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. Billing data shall be based on the records of the Platform system.
3.4 Taxes. All amounts payable under these Terms or any Order are exclusive of all taxes, levies, duties, or similar governmental assessments of any nature (including without limitation value-added, sales, use, and withholding taxes) ("Taxes"). Customer shall pay and indemnify Zenlayer for any and all Taxes payable with respect to the Services, except for Taxes payable on Zenlayer’s net income. If Zenlayer has a legal obligation to collect such Taxes, such amount shall be added to the applicable invoice and paid by Customer, unless Customer provides a valid tax exemption certificate. Customer’s obligations under this Section 3.4 shall survive payment in full of all amounts payable hereunder.
3.5 Increased Costs. If, after these Terms take effect, any new, increased, or changed taxes, tariffs, administrative charges, government levies, duties, or other related expenses arise in connection with the provision of the Services (collectively, "Increased Costs"), Zenlayer may deliver written notice to Customer seven (7) business days in advance to adjust the service fees accordingly. All such Increased Costs shall be borne by Customer and shall be binding as of the effective date specified in the notice.
## 4. RIGHTS AND OBLIGATIONS OF THE PARTIES
4.1 License Grant. Zenlayer grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, ordinary use license to access and use the AI Gateway in accordance with these Terms and the Platform Rules, solely for Customer’s internal business purposes.
4.2 General Compliance. Customer shall: (a) comply with all applicable laws and regulations in connection with its use of the Services, including applicable data protection, export control, and sanctions laws; (b) implement reasonable technical and organizational measures to prevent unauthorized access to or misuse of the Services; and (c) promptly notify Zenlayer if Customer becomes aware of any breach of these Terms or any unauthorized use of the Services.
4.3 Acceptable Use. Customer shall not, in the course of using the Services, do any of the following (including without limitation):
(1) resell, sublease, sublicense, transfer, or otherwise provide access to the Services to any third party on a stand-alone basis;
(2) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services or any AI Model accessed through the Services;
(3) remove or alter any copyright, trademark, or other proprietary rights notices contained in the Services;
(4) use the Services for any illegal, infringing, fraudulent, defamatory, obscene, or other purpose that violates third-party rights;
(5) access or use the Services if Customer, or any beneficial owner of Customer, is subject to applicable sanctions administered by OFAC, the UN Security Council, the EU, or any other applicable sanctions authority, or is located in a comprehensively sanctioned jurisdiction;
(6) circumvent or attempt to circumvent any geographic restrictions, sanctions screening measures, rate limits, or access controls implemented by Zenlayer or required by applicable law, including through the use of VPNs, proxies, or other technical means;
(7) misrepresent or spoof the identity of any AI Model or Model Provider when accessing or re-exposing the Services;
(8) generate, transmit, or store content that constitutes child sexual abuse material or that sexually exploits or harms minors in any way;
(9) use the Services to develop, assist in the development of, or provide material support for weapons capable of mass casualties, including biological, chemical, nuclear, or radiological weapons, or to develop, test, deploy, or operate any system intended for use in critical infrastructure control or autonomous weapons without appropriate human oversight;
(10) use the Services for autonomous decision-making in high-risk applications affecting individual rights (such as credit scoring, employment, medical diagnosis, or law enforcement) without appropriate human oversight and in compliance with applicable law; or
(11) interfere with or disrupt the normal operation of the Services or the security of Zenlayer’s or any Model Provider’s servers.
4.4 Prohibition on Training Use. Customer expressly undertakes that it shall not, directly or indirectly, use any data, content, Outputs, or other information obtained through the Services (collectively, "Service Outputs") for the development, training, fine-tuning, optimization, or improvement of any AI or machine learning model, including without limitation: (1) using Service Outputs as a training dataset for pre-training, fine-tuning, reinforcement learning, or any other form of model training; (2) using Service Outputs for data distillation, including as teacher-model outputs to train, guide, or optimize a student model; (3) using Service Outputs for data labeling, augmentation, cleaning, or building corpora, benchmarks, or evaluation datasets for model training; (4) systematically collecting, crawling, or batch-calling Service Outputs to accumulate data for model training; (5) using Service Outputs to generate synthetic data or derivative data for model training; or (6) using Service Outputs to develop any AI models, algorithms, or products that compete with Zenlayer or any Model Provider. Customer shall ensure that its employees, affiliates, subcontractors, and end users comply to the same extent. If Customer breaches this Section, Zenlayer shall have the right to immediately terminate these Terms and all related Orders, and Customer shall compensate Zenlayer for all resulting losses, including direct losses, reasonable enforcement costs, and any liability Zenlayer incurs to Model Providers. Fees already paid shall not be refunded.
4.5 Input and Data. Customer is responsible for ensuring that any Inputs comply with applicable law, do not infringe any third-party rights, and do not contain any content prohibited under these Terms or the AUP. Customer shall not submit any content that: (a) is unlawful or violates any third-party intellectual property or privacy rights; (b) constitutes child sexual abuse material or content that exploits minors; (c) relates to the development of weapons capable of mass casualties; or (d) Customer does not have the right to process or transmit. Customer is solely responsible for determining whether it is appropriate to submit Sensitive Data through the Services or to any Model Provider. Zenlayer does not review the content of Inputs for regulatory compliance and makes no representation regarding the suitability of the Services for processing any specific category of Sensitive Data. Customer shall obtain all necessary consents and authorizations before submitting any personal data or Sensitive Data to the Services.
4.6 Model Provider Terms. Customer is solely responsible for independently reviewing and complying with the applicable AI Model Terms for each model it accesses through the Services. In the event of a conflict between these Terms and any applicable AI Model Terms with respect to Customer’s use of a model, the more restrictive requirement shall apply. Customer shall be solely responsible for independently reviewing and validating all Outputs before relying upon them for any business, legal, medical, financial, regulatory, or other significant purpose.
4.7 Zenlayer’s Rights.
(1) If Zenlayer has reasonable grounds to believe that Customer may be in violation of these Terms, the Platform Rules, or applicable laws, Zenlayer has the right, without prior notice, to take measures including restricting, suspending, or terminating the Services and blocking Customer’s account. Any fees already incurred by Customer shall remain payable.
(2) Zenlayer has the right, in its sole discretion, to suspend, limit, or terminate Customer’s access to any affected AI Model or related Services at any time to ensure compliance with applicable laws, regulatory requirements, or Model Provider requirements.
(3) If Customer breaches these Terms, Zenlayer has the right to suspend or terminate the Services. After termination, Zenlayer has the right to delete or anonymize data associated with Customer’s account, unless otherwise required by law to retain such data.
(4) If Customer’s account has no usage records for twelve (12) consecutive months, Zenlayer has the right, after giving five (5) days’ advance notice, to freeze or delete the account and delete the related data.
4.8 Mutual Representations and Warranties. Each party represents and warrants that it complies with all applicable export control and sanctions laws in connection with these Terms. Customer further represents and warrants that it will not use the Services in violation of applicable export control or sanctions laws, including the U.S. Export Administration Regulations and OFAC sanctions programs. Each party shall promptly notify the other if it becomes aware of any potential violation of applicable export control or sanctions laws in connection with the Services.
4.9 Brand Usage. With Customer’s written consent, Zenlayer has the right to use Customer’s name, brand logo, and product image in its official website, promotional materials, and public events to indicate that Customer is a customer of Zenlayer.
## 5. INTELLECTUAL PROPERTY
5.1 Each party retains ownership of all intellectual property rights that it owned prior to acceptance of these Terms. Neither party obtains any rights or licenses to the other party’s background intellectual property by reason of these Terms.
5.2 All intellectual property rights embodied in the Services provided by Zenlayer are owned by Zenlayer or its licensors.
5.3 Customer acknowledges that all AI Models and their related technologies and algorithms are owned by the respective Model Providers or their licensors. These Terms do not grant Customer any intellectual property rights in any AI Model. As between Zenlayer and Customer, and subject to 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 "Confidential Information" means all technical, commercial, and financial information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with these Terms, in any form or medium, including these Terms and pricing.
6.2 The Receiving Party agrees, during the term of these Terms and after their termination, to keep the Disclosing Party’s Confidential Information confidential and not to disclose it to any third party or use it for any purpose other than performing these Terms, using no less than the degree of care it uses to protect its own similar Confidential Information. This obligation does not apply to information that is publicly known or independently developed.
6.3 If disclosure of Confidential Information is required by law, regulation, listing rules, or a competent authority, the Receiving Party may disclose such information, provided that it gives the Disclosing Party prompt prior notice to the extent permitted by law.
## 7. DATA PROTECTION
7.1 Data Processing Roles. As described in Section 2.2, Zenlayer provides the Services either as an API routing intermediary or as a direct operator of inference infrastructure. For API Routing Services, Model Providers are independent third-party controllers and are not sub-processors of Zenlayer; Zenlayer is not responsible for Model Providers’ data handling practices, and Customer is responsible for reviewing each Model Provider’s terms and data practices before submitting data. For Dedicated Inference Services, Zenlayer acts as a data processor on behalf of Customer, and the Data Processing Addendum applies.
7.2 Data Commitments. Regardless of service type, Zenlayer shall not commercialize Customer’s Inputs or Outputs for any purpose other than providing the Services, and shall not use them to train, fine-tune, or improve any AI model without Customer’s prior written consent.
7.3 Security Incident Notification. Zenlayer shall notify Customer promptly, and in any event within twenty-four (24) hours, of becoming aware of any actual or suspected security incident or personal data breach involving Customer’s data. Zenlayer shall provide reasonable assistance to Customer in connection with the investigation, mitigation, and remediation of any such incident.
7.4 Data Processing Addendum. The Data Processing Addendum is incorporated into these Terms by reference and applies to both service types, with Zenlayer’s obligations thereunder varying by service type as described in the DPA. By accepting these Terms, Customer agrees to the DPA. In the event of any conflict between the DPA and these Terms with respect to Personal Data, the DPA shall prevail.
## 8. LIMITATION OF LIABILITY AND INDEMNIFICATION
8.1 Indemnification by Customer. Customer shall defend, indemnify, and hold harmless Zenlayer and its officers, directors, employees, affiliates, and agents from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: (a) Customer’s access to, use of, or alleged use of the Services in violation of these Terms, applicable AI Model Terms, or applicable law; (b) Customer’s violation of the Acceptable Use Policy; (c) Customer’s Inputs or the content Customer submits to the Services; (d) Customer’s violation of any third-party right, including intellectual property or privacy rights; or (e) any claim by Customer’s end users arising from Customer’s use of the Services. Zenlayer shall promptly notify Customer of any such claim, and Customer shall control the defense, provided that Zenlayer may participate at its own expense.
8.2 Overdue Payment. If Customer fails to pay the service fees when due, overdue amounts shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, and Zenlayer shall have the right to terminate these Terms and any related Orders.
8.3 Limitation of Liability. Except for Customer’s payment obligations under Section 3, the total cumulative liability of either party arising out of or related to these Terms shall not exceed the total service fees paid by Customer to Zenlayer in the twelve (12) months preceding the event giving rise to the claim.
8.4 Exclusion of Damages. Neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, data, or goodwill, whether or not such party has been advised of the possibility of such damages.
8.5 Disclaimer. The Services are provided on an "AS IS" and "AS AVAILABLE" basis. Due to technical limitations, the nature of AI services, and uncontrollable factors of third-party Model Providers, Zenlayer does not warrant that the Services are completely secure, reliable, error-free, or uninterrupted, nor that the Output of any AI Model is completely accurate, complete, or reliable. Customer assumes all risks associated with using the Services. THE SERVICES ARE NOT DESIGNED OR INTENDED FOR USE IN ANY SAFETY-CRITICAL OR LIFE-DEPENDENT APPLICATION, INCLUDING WITHOUT LIMITATION MEDICAL DEVICES, EMERGENCY SERVICES, NUCLEAR FACILITIES, AVIATION SYSTEMS, OR ANY OTHER APPLICATION WHERE FAILURE COULD RESULT IN DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
## 9. TERM AND TERMINATION
9.1 Term. These Terms commence upon Customer’s acceptance (the Effective Date) and remain in effect until terminated in accordance with this Section 9.
9.2 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 at any time by ceasing all use of the Services and closing its account. In the case of termination by Zenlayer for convenience, the parties shall settle on a pro-rata basis for Services already provided.
9.3 Termination for Cause. Either party may terminate these Terms immediately upon written notice if the other party commits a material breach and fails to cure within thirty (30) days after receiving written notice, or becomes subject to bankruptcy, liquidation, or dissolution proceedings. 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 applicable law.
9.4 Termination for Legal or Regulatory Risk. Zenlayer may terminate these Terms immediately upon written notice if Customer becomes subject to applicable sanctions, loses any material regulatory authorization required to use the Services, or if continued provision of the Services to Customer would expose Zenlayer to material legal or regulatory risk.
9.5 Effect of Termination. Upon termination, (1) Customer shall immediately cease using the Services and pay all accrued but unpaid fees; (2) Customer acknowledges that its end users may no longer be able to access content generated through the Services, and Customer shall be solely responsible for notifying its end users and handling related matters; and (3) Sections 3.4, 4.4, 4.8, 5, 6, 7, 8, 10, 11, and 12 shall survive any termination of these Terms.
## 10. FORCE MAJEURE
10.1 Neither party shall be liable for any failure or delay in performing its obligations under these Terms if such failure or delay is caused by force majeure events, including but not limited to natural disasters, war, civil unrest, strikes, pandemic, government actions, cyberattacks, power outages, telecommunications carrier failures, network failures, changes in third-party model availability, or acts or omissions of Model Providers. The affected party shall promptly notify the other party and provide reasonable evidence within a reasonable period. The parties shall negotiate in good faith regarding subsequent handling.
## 11. GOVERNING LAW AND DISPUTE RESOLUTION
11.1 Governing Law. These Terms 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.
11.2 Dispute Resolution. The dispute resolution provisions of this Section 11 shall be the exclusive mechanism to resolve disputes under these Terms. The parties shall first endeavor to resolve any dispute (an "Issue") through informal negotiations. The initiating party shall notify the other party no later than thirty (30) days after discovery of the Issue, and the parties shall attempt to resolve it, including through escalation to senior executives, within thirty (30) days of such notice. If unresolved, the Issue shall be resolved by final and binding arbitration.
11.3 Arbitration. Any claim, dispute, or controversy arising out of or relating to these Terms or the Services (a "Claim") shall be resolved by final and binding arbitration administered by JAMS in accordance with its then-existing Comprehensive Arbitration Rules & Procedures, before a single arbitrator (or, upon the written demand of any party, three arbitrators). 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. The arbitration provisions shall not prevent any party from obtaining injunctive or other equitable relief from a court of competent jurisdiction. Each party shall bear its own attorneys’ fees and costs and shall pay an equal share of the fees and costs of the arbitrator(s) and JAMS, provided that the arbitrator(s) may award the prevailing party its reasonable fees and costs. Judgment on the award may be entered by any court of competent jurisdiction. By agreeing to this provision, the parties waive the right to a jury trial and certain rights of appeal.
## 12. NOTICES AND MISCELLANEOUS
12.1 Notices. Any notice under these Terms shall be sent by email or through the Platform to the contact information associated with Customer’s account, or posted on the Platform. Notice by email shall be deemed given when the email enters the recipient’s designated system; notice posted on the Platform shall be deemed given upon posting. Customer shall keep its account contact information true, accurate, and current.
12.2 Modification. Zenlayer may modify these Terms from time to time by posting the revised version on the Platform and, where the changes are material, by notifying Customer through the Platform or by email. Customer's continued use of the Services, or Customer's affirmative acceptance (including by checking an acceptance box upon a subsequent login to the Platform), constitutes acceptance of the modified Terms. Where Zenlayer requires affirmative acceptance through a click-through mechanism, such acceptance, together with the associated records and timestamps, constitutes the Customer's agreement to the modified Terms. If any modification has a material adverse effect on Customer, Customer may terminate the affected Services by written notice within thirty (30) days of the notice of change. Any dispute will be resolved under the version of these Terms in effect at the time the dispute arose.
12.3 Electronic Acceptance. Customer’s acceptance of these Terms by electronic means (including checking the box or placing an Order on the Platform) shall have the same legal effect as a handwritten signature.
12.4 Entire Agreement. These Terms, together with the Data Processing Addendum, the Platform Rules, and confirmed Orders, constitute the entire agreement between the parties regarding the Services and supersede all prior oral or written understandings and agreements. In the event of any conflict, the following order of precedence shall apply: (1) the applicable Order; (2) the Data Processing Addendum (where applicable); (3) these Terms.
12.5 Force and Effect. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party’s failure to enforce any provision shall constitute a waiver of that or any other provision.