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Terms of Service

Last Updated: May 6, 2026

Welcome, and thank you for your interest in OpenRouter, Inc. ("OpenRouter," "we," or "us") and our website at https://openrouter.ai/(opens in new tab) ("Site"), along with our related websites, networks, applications, and other services provided by us (collectively, our "Service"). These Terms of Service are a legally binding contract between you and OpenRouter regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY CLICKING "I ACCEPT," OR BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE OPENROUTER PRIVACY POLICY (TOGETHER, THE "TERMS"). If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Service.

These Terms provide that all disputes between you and OpenRouter will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and your claims cannot be brought as a class action. Please review Section 19 ("Dispute Resolution and Arbitration") for the details regarding your agreement to arbitrate any disputes with OpenRouter.

1. OpenRouter Service Overview

OpenRouter operates a large language model aggregator where users may use the Site to access third-party application programming interfaces ("APIs") to use a variety of generative artificial intelligence models listed on the Site ("Models"). OpenRouter may add or remove Models from the Service at any time.

2. Eligibility

You must be at least 13 years of age to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 13 years of age; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with all applicable laws and regulations. If you are under 18 years of age, you must have your parent or guardian's permission to use the Service. If you are using the Service on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms and you agree to be bound by these Terms on behalf of that organization.

3. Accounts and Registration

To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us or our authentication platform with some information about yourself, such as your email address or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at [email protected].

The Service allows creation of two account types: organizational accounts and individual accounts. An organizational account is managed by an administrative user ("Admin User") who can invite individuals from the Admin User's organization ("Authorized Users") to the organizational account. Authorized Users may only use the Service as configured by the Admin User, with such configurations which may include, without limitation, enabling prompt logging, chat logging, zero data retention, model training, and other settings. Authorized Users may also create separate individual accounts to access the Service.

4. Payment

4.1 Pre-Paid Credits; Refunds

Access to the Service, or to certain features of the Service, may require you to pay fees for pre-paid credits that are linked to your account ("Credits"), along with payment processing fees and transaction fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Currently, OpenRouter requires users to purchase Credits to make API calls and access the Service, with a minimum and maximum purchase amount of $5 and $25,000 per transaction, respectively. Once purchased, refunds for unused Credits may be requested within twenty-four (24) hours from the time the transaction was processed. If no refund request is received within twenty-four (24) hours following the purchase, any unused Credits become non-refundable. To request a refund within the eligible period, you can use the refund button on the Credits(opens in new tab) page. The unused credit amount will be refunded to your payment method; the platform fees are non-refundable. Cryptocurrency payments are never refundable.

4.2 Credit Expiration; Auto Recharge

OpenRouter reserves the right to expire unused credits three hundred sixty-five (365) days after purchase. When purchasing Credits, you will have the option to automatically add Credits to your account by charging the payment method of your choosing when your available Credits are below a threshold amount you have set on your account ("Auto Recharge"). If you elect the Auto Recharge option, you authorize OpenRouter to automatically charge payments to your account. You may update or cancel Auto Recharge at any time through your account page.

4.3 Currency; Payment Processing

OpenRouter will charge the payment method you specify at the time of purchase. You authorize OpenRouter to charge all sums as described in these Terms, for the Service you select, to that payment method. OpenRouter accepts payment through our third-party payment processors, Stripe and Coinbase. All payments made through Stripe are in U.S. dollars, and payments made through Coinbase are through your crypto wallet. See Stripe's payment terms and conditions here(opens in new tab), and Coinbase payment terms and conditions here(opens in new tab). If you choose to pay using Coinbase, you represent and warrant that the cryptocurrency and source of funds for the cryptocurrency you use do not constitute the proceeds of a financial crime or any other crime under applicable law.

4.4 Changes to Fees

If OpenRouter changes the fees for the Service, including by adding additional fees or charges, OpenRouter will provide you advance notice of those changes. If you do not accept the changes, OpenRouter may discontinue providing the Service to you.

5. Model Terms

5.1 Applicability and Acceptance

You acknowledge that the Service enables you, your Authorized Users, and your customers (to the extent you incorporate the Service into your own products and services) access to Models provided by Model Providers. By accessing or using any Model through the Service, you agree, and will ensure that your Authorized Users and customers agree, to comply with the applicable terms for each Model ("Model Terms"), a list of which is provided here(opens in new tab). You are solely responsible for reviewing the Model Terms applicable to each Model before accessing or using that Model and for determining whether the applicable Model Terms allow you and your Authorized Users' to access and use the Service, Inputs, and Outputs as you intend.

5.2 Flow-Down to Authorized Users

You will require that all of your Authorized Users and customers access and use the Service and Models only in accordance with this Agreement, any documentation provided by OpenRouter on the Site and Service, and the applicable Model Terms. You will be responsible for all acts and omissions of your Authorized Users, including any violation of applicable Model Terms.

5.3 Changes to Model Terms

You understand that Model Terms may be modified, supplemented, or replaced from time to time by the applicable Model Provider. Your continued access to or use of a Model after the Model Terms for that Model are updated constitutes your acceptance of such updated Model Terms. If you do not agree to the updated Model Terms, you should not access or use the applicable Model.

5.4 Availability

OpenRouter does not guarantee availability of any Model and provides you with access to the Models only on an "as-available" basis. Model uptime and performance are described in the applicable Model Terms, and it is your responsibility to review the Model Terms for the Models you access in order to understand the availability and data practices of each Model Provider.

5.5 Suspension and Termination

You understand and acknowledge that you are solely responsible for any violation by yourself, your Authorized Users, and your customers of applicable Model Terms. OpenRouter may suspend, restrict, disable, or terminate your, any of your Authorized User's, and your customers' access to any Model if we reasonably believe that you, one of your Authorized Users, or your customer(s) has violated, or may violate, any Model Terms, or if we are required or requested to do so by the applicable Model Provider. If your access is suspended or terminated, it is your responsibility to contact the applicable Model Provider to resolve your issue. Each Model Provider retains sole control over access to its Model. While we will use commercially reasonable efforts to provide advance written notice to you of any suspension, restriction, disabling, or termination of your access to any Model, we cannot guarantee that we will be able to provide advance notice in all circumstances. OpenRouter disclaims all liability for any suspension, restriction, disabling, termination, removal, unavailability, degradation or modification of any Model arising from or related to Model Terms of the acts or omissions of any Model Provider.

5.6 Configuration and Model Selection

You are solely responsible for selecting the Models you use, configuring your account settings, setting permissions and restrictions for your Authorized Users and your customers, and determining whether each Model and the applicable Model Terms are appropriate for your use case, including any regulated, high-risk, sensitive, or customer-facing use.

5.7 Model Restrictions

You understand and acknowledge that certain Model Providers do not authorize users either (i) acting on behalf of certain entities or organizations, or (ii) who are located in certain countries or regions, to access their Models, as described in their Model Terms and documentation ("Restricted Models"), and that you may not access these Restricted Models through our Service. Model Providers may add or remove Models from their Restricted Models list at any time and with or without notice to you or OpenRouter. You agree not to, and will now allow your Authorized Users or customers to, (a) use the Service to access, or to use the Service in conjunction any other third-party tools to access, Restricted Models, including without limitation by using virtual private networks and proxies; or (b) circumvent safeguards or measures implemented by OpenRouter or Model Providers designed to restrict access to Restricted Models. Any breach of this Section 5.7 is considered a material breach subject to immediate suspension and/or termination of your access to the Service by OpenRouter.

5.8 Conflicts

As between yourself and OpenRouter, these Terms govern the parties' rights and obligations with respect to the Service. The applicable Model Terms govern your, your Authorized Users', and your customers' access to and use of the applicable Model to the extent required by the applicable Model Provider. OpenRouter does not modify, waive, or limit any Model Terms unless expressly stated in writing.

5.9 Provider Requirements

You will promptly provide any information, certifications, notices, consents, or other materials reasonably requested by OpenRouter to confirm or support your compliance with applicable Model Terms. Your failure to provide such information may result in suspension or restriction of access to the applicable Model or the Service.

6. User Content

6.1 User Content Generally; Training Data.

You may provide input into the Services, which may include images, data, text, and other types of work ("Input") and receive an output from the Services based on your Input ("Output", and collectively, the Input and Output are "User Content"). By making any User Content available through the Service, you hereby grant to OpenRouter a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, host, cache, store, reproduce, transmit, publicly display, publicly perform, publish, distribute and modify (for formatting purposes only), your User Content solely in connection with operating and providing the Service and, depending on the permission you grant for certain features, to provide to other users, individuals, and/or organizations. You retain copyright and any other proprietary rights that you may hold in the Input. Your ownership rights in the Output are set forth in the Model Terms for each Model you use. While we strive to keep the Model Terms up to date every time we add or remove each Model from the Service, there may be incorrect or missing terms. If you see any linked terms to Models that are inaccurate, missing or out of date, you may contact us at [email protected]. Some Models may store or train on your Inputs for improving their own large language models and may allow you to opt-out of model training, as described in their Model Terms. Where possible, OpenRouter has opted out of model training with the Models it uses. OpenRouter strives to accurately represent the status of prompt logging and training for each Model on our Site. However, OpenRouter is not liable for errors or misrepresentations made in any Model Terms. You are encouraged to review Model Terms yourself as needed.

6.2 Opt-In License for Prompt and Chat Logging.

If you have opted into prompt logging in your account settings, chat logging is also automatically enabled, and you grant OpenRouter a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, adapt, translate, and prepare derivative works of, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed, for purposes of providing the Services to you and for our own commercial and business purposes. By way of example only, this license provides OpenRouter permission to (1) log and store your User Content, (2) log, copy, store, and distribute your Inputs and associated tokens for purposes of debugging, and (3) license or sell your User Content in anonymized form, where your User Content is not associated with you or your account.

6.3 Opt-in License for Private Prompt Storage.

Private Prompt Storage is a feature on the Service that allows you to privately save your User Content so you can review them later, such as for debugging purposes. If you have enabled Private Prompt Storage, you grant OpenRouter a worldwide, revocable, non-exclusive, royalty-free, fully paid right and license to host, store, copy, and use your User Content solely for purposes of displaying the User Content to you. The User Content is only visible to your Admin User if you are part of an organizational account, or only to you, if you have an individual account. Additional information regarding Private Prompt Storage configuration and data retention is available here(opens in new tab) and here(opens in new tab).

6.4 Shared User Content.

Some features on the Service allow you to make User Content publicly available through hyperlinks or other comparable functionality ("Shared User Content"). You agree that Shared User Content will be accessible by and be available to all individuals to whom you provide access. Consequently, you understand and agree that such users will have the right to view and copy your Shared User Content. You grant OpenRouter all rights necessary to make your Shared User Content available to other individuals and to permit those individuals to engage in the activities described in this Section and the documentation with respect to the Shared User Content.

6.5 License to Categorize Inputs.

OpenRouter uses a hosted model for categorizing Inputs, which does not store or log any Inputs provided to it. In using the Service, you grant to OpenRouter a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to use, host, reproduce, and prepare derivative works of, your Inputs in anonymized form, solely for tracking and sharing user metrics on the Site, such as for example, on our Rankings Page, on an ongoing basis. Unless explicitly opted in to prompt logging, we do not store your Inputs after categorizing them and do not associate the categorized Inputs with any specific user or organizational accounts.

6.6 Input Representations and Warranties.

You are solely responsible for your Inputs and the consequences of providing Inputs. By providing Inputs, you affirm, represent, and warrant that:

  • you are the creator and owner of the Inputs, or have the necessary licenses, rights, consents, and permissions to authorize OpenRouter to use, reproduce, and distribute your Inputs as necessary to exercise the licenses granted by you in this section, in the manner contemplated by OpenRouter, the Service, and these Terms; and

  • your Inputs, and the use of your Inputs as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause OpenRouter to violate any law or regulation.

6.7 Input and User Content Disclaimer.

We are under no obligation to edit or control Inputs that you or other users post or publish, and will not be in any way responsible or liable for Inputs. OpenRouter may, however, at any time and without prior notice, screen, remove, edit, or block any Inputs that in our sole judgment violates these Terms or is otherwise objectionable or illegal. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against OpenRouter with respect to the Inputs. We expressly disclaim any and all liability in connection with User Content. If notified by a user, content owner or Model that User Content allegedly does not conform to these Terms, we may investigate the allegation and elect to terminate your access to the Services, in our discretion. For clarity, OpenRouter does not permit copyright-infringing activities on the Service.

6.8 Location of Originating Requests.

We strive to accurately provide to the Models the country of your originating request when accessing the Site using APIs. However, due to limitations of currently available technology, it is not always possible to accurately represent your country of origin, and this limitation may affect your ability to use the Service. You understand and agree that OpenRouter is not responsible for any incorrect location reporting to the Models.

7. Prohibited Conduct.

BY USING THE SERVICE, YOU AGREE NOT TO:

  1. use the Service for any illegal purpose, in violation of any local, state, national, or international law or in violation of any applicable Model Terms;

  2. purchase Credits with cryptocurrency when the source of funds for the cryptocurrency constitute proceeds of a financial or other crime under applicable law;

  3. create a false identity, misrepresent your identity, or create multiple accounts as a single user, for purposes of bypassing or circumventing use limits on the Site or Service or for any other reason;

  4. access the Site or Service for purposes of reselling API access to Models or otherwise developing a competing service;

  5. develop, support or use software, devices, scripts, robots or any other means or processes (such as crawlers, browser plugins, add-ons or any other automated technology) to scrape or copy any information on the Site or the Services;

  6. bypass any technical measures implemented by OpenRouter that are designed to prevent scraping;

  7. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

  8. post, upload, or distribute any Input or other content that is unlawful, or is not in compliance with the Terms of Service for the Model or Provider you are using;

  9. interfere with security-related features of the Service, including without limitation, by: (a) disabling or circumventing features that prevent or limit use or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;

  10. conduct, or work with any third parties to conduct, without OpenRouter's prior written approval, any Red Teaming of Models. "Red Teaming" means prompt injection, jailbreaking, or taking any other adversarial action designed to compromise any Models and/or violate any Model Terms;

  11. interfere with the operation of the Service or any user's enjoyment of the Service, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Service; (c) attempting to collect personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service, or violating any regulation, policy, or procedure of any such network, equipment, or server;

  12. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;

  13. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in 12) or any right or ability to view, access, or use any Material; or

  14. attempt to do any of the acts described in this Section 7, or assist or permit any person in engaging in any of the acts described in this Section 7.

8. Red Teaming.

As Red Teaming is a violation of many Model Terms, OpenRouter allows Red Teaming only for legitimate research purposes and requires users interested in Red Teaming to first submit a written request. Any unauthorized Red Teaming will be flagged by OpenRouter's and Model providers' monitoring systems and are likely to result in account and access termination by Model providers. If you would like to conduct Red Teaming exercises, please review our Red Teaming documentation here(opens in new tab) and submit an appropriate request. OpenRouter will review each request and approve or deny in writing, often within five (5) business days. Approval is granted on a case-by-case basis and is not guaranteed.

9. Termination of Use; Discontinuation and Modification of the Service.

You may terminate your account at any time by contacting customer service at [email protected]. If you terminate your account, you remain obligated to pay all outstanding fees, if any, incurred prior to termination relating to your use of the Service. If you violate any provision of these Terms, your permission from us to use the Service will terminate automatically, and any unused Credits will not be refunded.

In addition, OpenRouter may in its sole discretion terminate your user account on the Service or suspend or terminate your access to the Service at any time for any reason or no reason, with or without notice. We also reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service. Except for OpenRouter's termination of your account for violation of these Terms, any Credits remaining in your account upon termination will be refunded to you through your original payment method within thirty (30) days of termination.

10. Privacy Policy; Additional Terms

10.1 Privacy Policy.

Please read the OpenRouter Privacy Policy(opens in new tab) carefully for information relating to our collection, use, storage and disclosure of your personal information on the Site. The OpenRouter Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

10.2 Data Processing Agreement.

If you are part of and represent an organization in entering into these Terms or use the Service for commercial, for-profit purposes, please read the OpenRouter Data Processing Agreement(opens in new tab) ("DPA") relating to our processing of your Personal Data (as defined in the DPA). The DPA is incorporated by reference into, and made a part of, these Terms.

10.3 Non-OpenRouter Services.

OpenRouter or third parties may distribute products, services, tools, or software functionality that interoperate, integrate, or connect with the Service and your account, that you may access and use in conjunction with the Service (collectively, "Non-OpenRouter Services"). Your use or purchase of these Non-OpenRouter Services, and any data exchanged in connection with such use, is solely between you and the applicable third-party provider, and governed by the terms of service, end user license agreement, privacy notice, and/or any other terms or policies between you and that third party as disclosed or made available within the Service and Section 10.4. OpenRouter does not make any representations, warranties, or guarantees regarding Non-OpenRouter Services, their providers, their availability or their conformity to your security or compliance requirements. Any support provided by OpenRouter does not apply to Non-OpenRouter Services. OpenRouter is not responsible for any disclosure, modification, or deletion of User Content resulting from access by any Non-OpenRouter Services, or other direct or indirect losses, special or consequential damages, or claims arising out of or in connection with Non-OpenRouter Services. While the Service may contain features designed to interoperate with Non-OpenRouter Services, OpenRouter cannot guarantee the continued availability of such features of the Service and may cease providing them without entitling you to any refund, Credits, or other compensation.

10.4 Non-OpenRouter Services License Information.

Your use of the Service is subject to all additional terms, policies, rules or guidelines applicable to the Service or Non-OpenRouter Services. This Section 10.4 covers all Non-OpenRouter Services and describes licenses associated with any information you provide to, or receive from, third parties via the Non-OpenRouter Services and Service. Non-OpenRouter Services are offered as part of the Service subject to the terms below:

  • Stripe Projects: Developer Terms for Stripe Projects(opens in new tab)

11. Modification of these Terms.

For any changes to these Terms that materially modifies your rights or obligations, we will provide you thirty (30) days advance notice via email or an in-product notification. Your continued use of the Service following receipt of notice constitutes your consent to these material changes. All other changes will be effective as soon as we post them to our Site. Please check these Terms periodically for changes. If you do not agree to the changes, you must stop using our Service. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

12. Ownership; Proprietary Rights.

The Service is owned and operated by OpenRouter. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service ("Materials") provided by OpenRouter are protected by intellectual property and other laws. All Materials included in the Service are the property of OpenRouter or our third-party licensors. Except as expressly authorized by OpenRouter, you may not make use of the Materials. OpenRouter reserves all rights to the Materials not granted expressly in these Terms.

13. Feedback.

If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service ("Feedback"), then you hereby grant OpenRouter an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

14. Confidentiality.

14.1 Definition of "Confidential Information".

"Confidential Information" means information not generally known to the public that is (i) made available or disclosed by a Disclosing Party (as defined below) to a Receiving Party (as defined below) in writing and (ii) designated by the Disclosing Party in writing as Confidential. Without limiting the foregoing, OpenRouter's Confidential Information also includes the non-public aspects of (X) the Service and any related product or future product plans, technology and other technical information and (Y) business negotiations. Notwithstanding anything to the contrary herein, Confidential Information does not include (a) any information that (1) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (2) was known to the Receiving Party before receipt from the Disclosing Party without breach of any obligation (and without a duty of confidentiality) owed to the Disclosing Party as shown by the Receiving Party's contemporaneous records; (3) is lawfully received by the Receiving Party from a third party without breach of any obligation (and without a duty of confidentiality) owed to the Disclosing Party; or (4) was independently developed by the Receiving Party without breach of an obligation owed to the Disclosing Party; or (b) any Feedback.

14.2 Confidentiality Obligations.

You or OpenRouter (as the "Disclosing Party") may disclose or make available Confidential Information to the other party (as the "Receiving Party") in connection with these Terms. The Receiving Party will use the same degree of care as to the Disclosing Party's Confidential Information that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and will (i) use the Confidential Information of the Disclosing Party only in connection with the Service, and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to the Confidential Information of the Disclosing Party to those of its employees, consultants, contractors, service providers, professional advisors and other individuals who need such access for purposes related to the Service and who are subject to confidentiality obligations with the Receiving Party no less stringent than those in these Terms. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so. The Receiving Party will give the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and take reasonable steps to limit such disclosure. OpenRouter may also disclose your Confidential Information to comply with any governmental or regulatory body request (including subpoenas or court orders), as part of a legal proceeding involving OpenRouter, or at Your request. If disclosure is made at your request, you may be responsible for the costs of compiling and providing access to your Confidential Information.

15. Indemnity.

You are responsible for your use of the Service, and you will defend and indemnify OpenRouter and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the "OpenRouter Entities") from and against every claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.

16. Disclaimers; No Warranties

  • THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE OPENROUTER ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE OPENROUTER ENTITIES DO NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. FOR CLARITY, THE OPENROUTER ENTITIES DO NOT WARRANT THAT THE OUTPUT WILL BE AVAILABLE FOR YOUR INTENDED USE OR SUITABLE FOR A PARTICULAR PURPOSE, INCLUDING WITHOUT LIMITATION ANY REGULATED, HIGH-RISK, SAFETY-CRITICAL, LEGAL, MEDICAL, FINANCIAL, EMPLOYMENT, OR CUSTOMER-FACING USE.

  • NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE OPENROUTER ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU UNDERSTAND AND ACKNOWLEDGE THAT THE SERVICE UTILIZES TECHNOLOGIES WHOSE FUNCTIONALITY, ERROR RATE, AND AVAILABILITY MAY EVOLVE OVER TIME. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR DEALING WITH ANY OTHER SERVICE USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING WITHOUT LIMITATION ANY OUTPUT YOU RECEIVE THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT. YOU UNDERSTAND AND AGREE THAT OPENROUTER IS NOT RESPONSIBLE FOR THE ACCURACY OR QUALITY OF ANY OUTPUT YOU RECEIVE THROUGH THE SERVICE. OPENROUTER TAKES NO RESPONSIBILITY FOR ANY ACTIONS YOU TAKE AS A RESULT OF ANY OUTPUT RECEIVED THROUGH THE SERVICE OR ANY CONSEQUENCES OF THOSE ACTIONS. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING OUTPUTS, IMPLEMENTING APPROPRIATE HUMAN REVIEW AND SAFEGUARDS, AND DETERMINING WHETHER ANY MODEL, MODEL TERMS, INPUT, OUTPUT, OR USE CASE IS APPROPRIATE FOR YOUR BUSINESS, LEGAL, SECURITY, PRIVACY, AND COMPLIANCE REQUIREMENTS. OPENROUTER MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY MODEL PROVIDER'S DATA HANDLING, RETENTION, TRAINING, SECURITY, AVAILABILITY, OR INTELLECTUAL PROPERTY PRACTICES.

  • SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

17. Limitation of Liability

  • IN NO EVENT WILL THE OPENROUTER ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY OPENROUTER ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

  • EXCEPT AS PROVIDED IN SECTION 18.4(iii), THE AGGREGATE LIABILITY OF THE OPENROUTER ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO OPENROUTER FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT(S) OR CIRCUMSTANCES GIVING RISE TO CLAIM; OR (B) $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

  • EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN YOU AND OPENROUTER UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND OPENROUTER. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 15 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

18. Governing Law

These Terms are governed by the laws of the State of New York without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under these Terms, then you and OpenRouter agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York, NY for the purpose of litigating any dispute. We operate the Service from our offices in New York, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

19. Dispute Resolution and Arbitration

19.1. Generally.

In the interest of resolving disputes between you and OpenRouter in the most expedient and cost effective manner, you and OpenRouter agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND OPENROUTER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

19.2. Exceptions.

Despite the provisions of Section 19.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.

19.3. Arbitrator.

Any arbitration between you and OpenRouter will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting OpenRouter.

19.4. Notice; Process.

A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail ("Notice"). OpenRouter's address for Notice is: OpenRouter, Inc., 169 Madison Avenue, New York, NY 10016, United States. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or OpenRouter may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or OpenRouter must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, OpenRouter will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by OpenRouter in settlement of the dispute prior to the arbitrator's award; or (iii) $1,000.

19.5. Fees.

If you commence arbitration in accordance with these Terms, OpenRouter will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York, NY, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse OpenRouter for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.

19.6. No Class Actions.

YOU AND OPENROUTER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and OpenRouter agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

19.7. Modifications to this Arbitration Provision.

If OpenRouter makes any future change to this arbitration provision, other than a change to OpenRouter's address for Notice, you may reject the change by sending us written notice within 30 days of the change to OpenRouter's address for Notice, in which case your account with OpenRouter will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected, will survive.

19.8. Enforceability.

If Section 19.6 is found to be unenforceable or if the entirety of this Section 19 is found to be unenforceable, then the entirety of this Section 19 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 18 will govern any action arising out of or related to these Terms.

20. General.

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and OpenRouter regarding your use of the Service. Except as expressly permitted above, these Terms may be amended only by a written agreement signed by authorized representatives of all parties to these Terms. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these Terms, Sections 2, 4, 6, and 10 through 21 , along with the Privacy Policy, Data Processing Agreement and any other accompanying agreements, will survive. Except as expressly set forth in these Terms, no provisions of these Terms are intended nor will be interpreted to provide or create any third-party beneficiary rights or any other rights of any kind in any other party. Model Providers are intended third-party beneficiaries of Sections 5, 6.1, 15, 17, and this Section 20 to the extent such provisions relate to your, Authorized Users', or your customers' access to or use of the applicable Models, compliance with applicable Model Terms, User Content, Inputs, Outputs, usage restrictions, suspension, or termination of Model access.

21. Consent to Electronic Communications.

By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

22. Contact Information.

The Service is offered by OpenRouter, Inc., located at 169 Madison Avenue, New York, NY 10016, United States. You may contact us by sending correspondence to that address or by emailing us at [email protected].