LLM Terms
This Software and SaaS Services Agreement (the “Agreement”) is entered into by and between Pump (“Pump”) and the person or entity accepting this Agreement or using the Services (“Customer”). This Agreement is effective on the date Customer first accepts this Agreement, executes an Order Form referencing this Agreement, or accesses or uses the Services (the “Effective Date”).
1. Services
1.1 Services
Pump provides software and software-as-a-service products designed to facilitate, route, manage, optimize, monitor, and reduce the cost of Customer’s use of artificial intelligence models, cloud infrastructure, APIs, and related third-party services (collectively, the “Services”).
The Services may include, among other functionality:
(a) routing requests among third-party model or infrastructure providers;
(b) optimization and cost-saving functionality;
(c) usage monitoring, metering, analytics, and reporting;
(d) access to third-party models, APIs, cloud infrastructure, or other services through Pump;
(e) software, APIs, gateways, SDKs, dashboards, and related technology; and
(f) additional features Pump makes available from time to time.
Pump may modify, update, add to, or discontinue features of the Services from time to time.
1.2 License and Access Rights
Subject to Customer’s compliance with this Agreement, Pump grants Customer a limited, non-exclusive right during the Term to access and use the Services for Customer’s business purposes.
Customer may permit its employees, contractors, and other authorized users to use the Services on its behalf, provided Customer remains responsible for their use of the Services and compliance with this Agreement.
1.3 Third-Party Services
The Services may enable Customer to access or use models, APIs, infrastructure, software, or services provided by third parties, including cloud service providers and AI model providers (“Third-Party Services”).
Third-Party Services are not operated or controlled by Pump. Customer’s use of Third-Party Services may be subject to the applicable provider’s terms, policies, restrictions, and acceptable-use requirements.
Pump does not guarantee the availability, pricing, functionality, accuracy, performance, security, or continued availability of any Third-Party Service.
2. Fees for Pump Services
2.1 Current Software Fee
Unless otherwise stated in an applicable Order Form, the fee charged by Pump for access to the Services is currently $0.
For clarity, the Services being provided without a Pump software or platform fee does not mean that Customer’s use of Third-Party Services is free. Customer remains responsible for all Third-Party Usage Charges as described below.
3. Third-Party Usage Charges
3.1 Customer Responsibility
Customer is responsible for all charges, costs, fees, taxes, and other amounts attributable to Customer’s use of Third-Party Services through or in connection with the Services (“Third-Party Usage Charges”), except to the extent an applicable Order Form expressly provides otherwise.
Third-Party Usage Charges may include charges associated with:
(a) AI or machine-learning model inference;
(b) input, output, cached, reasoning, image, audio, video, embedding, or other tokens or units;
(c) cloud compute, storage, networking, data transfer, databases, or other infrastructure;
(d) API calls or transactions; and
(e) any other usage-based third-party service.
Third-Party Usage Charges are separate from any fees Pump charges for the Services.
3.2 Usage Rates
Customer will pay for Third-Party Services based on the rates displayed by Pump, made available through the Services, or otherwise agreed between Pump and Customer.
Rates may vary based on the applicable provider, model, region, service, usage level, or other factors.
Rates charged by Pump for Third-Party Services may differ from rates charged directly by the applicable third-party provider.
4. Usage Metering
Pump may measure Customer’s use of the Services and Third-Party Services for payment, security, operational, optimization, and analytics purposes.
Usage measurements may include tokens, API requests, compute time, storage, bandwidth, model usage, provider usage, or other applicable units.
Where reasonably available, Pump may provide Customer with usage information through a dashboard or other interface. Such information may be preliminary and may be adjusted to reflect provider records, delayed reporting, corrections, refunds, credits, or other reconciliation items.
In the event of a discrepancy between preliminary usage information and subsequently available usage records, Pump may make reasonable adjustments to Customer’s account or Credit Balance.
5. Prepaid Balances and Usage Charges
5.1 Credit Balance
Pump may require Customer to maintain a prepaid credit balance (“Credit Balance”) for use of Third-Party Services.
Customer authorizes Pump to deduct applicable Third-Party Usage Charges from Customer’s Credit Balance as usage occurs or is reported to Pump.
5.2 Real-Time Debiting
Pump may estimate, reserve, authorize, or deduct amounts from Customer’s Credit Balance in real time or near-real time based on Customer’s usage.
Because third-party providers may report usage on a delayed or adjusted basis, real-time deductions may be estimates and may subsequently be reconciled.
Pump may increase or decrease Customer’s Credit Balance to correct metering discrepancies, delayed usage, provider adjustments, refunds, credits, or errors.
5.3 Maintaining a Sufficient Balance
Customer is responsible for maintaining a sufficient Credit Balance to cover its usage.
If Customer’s Credit Balance is depleted or insufficient, Pump may, without liability:
(a) suspend or restrict access to some or all Services;
(b) prevent additional Third-Party Service usage; or
(c) require Customer to replenish its Credit Balance before additional usage is permitted.
Customer remains responsible for Third-Party Usage Charges incurred before Pump is able to suspend or restrict usage, including charges resulting from delayed provider reporting.
5.4 No Extension of Credit
A negative Credit Balance, temporary continuation of service, or Pump’s failure to immediately suspend usage does not constitute an agreement by Pump to extend credit to Customer.
Customer remains responsible for any negative balance resulting from Customer’s use of Third-Party Services.
5.5 Treatment of Remaining Credits
Upon termination or expiration, Pump may apply Customer’s remaining Credit Balance against any outstanding Third-Party Usage Charges or other amounts Customer owes under this Agreement.
Unless otherwise specified when the credits are purchased or in an applicable Order Form, any remaining unused Customer-funded Credit Balance after such amounts have been satisfied will be refunded to Customer.
Promotional credits, complimentary credits, rebates, incentives, or credits funded by Pump or a third party are non-refundable and may expire or be forfeited as provided when issued.
6. Payment
Customer will pay all amounts due under this Agreement without setoff, counterclaim, deduction, or withholding except as required by applicable law.
Customer authorizes Pump and its payment processors to charge any payment method Customer provides for purchases or replenishment of its Credit Balance and any other amounts Customer expressly authorizes.
Customer is responsible for applicable sales, use, value-added, goods and services, withholding, or similar transaction taxes associated with the Services or Third-Party Usage Charges, excluding taxes imposed on Pump’s net income.
Pump may suspend Customer’s access to the Services for unpaid amounts, an insufficient Credit Balance, payment failure, or if Pump reasonably determines that continued usage creates a material payment, fraud, or credit risk.
7. Customer Responsibilities
Customer is responsible for:
(a) all activity occurring through its accounts, credentials, API keys, and integrations;
(b) maintaining the confidentiality and security of its credentials;
(c) configuring appropriate usage limits, permissions, and security controls;
(d) ensuring its use of the Services and Third-Party Services complies with applicable law and applicable third-party provider terms;
(e) all prompts, inputs, data, instructions, and other content submitted through the Services; and
(f) reviewing model outputs before relying upon or using them.
Customer will promptly notify Pump of any known or suspected unauthorized access to Customer’s account.
8. AI and Model Outputs
Customer acknowledges that AI and machine-learning models may generate inaccurate, incomplete, offensive, unexpected, or otherwise unreliable outputs.
Pump does not control the outputs generated by third-party models and does not warrant their accuracy, completeness, reliability, or fitness for any particular purpose.
Customer is responsible for evaluating outputs and determining whether and how they may be used.
9. Acceptable Use
Customer will not:
(a) use the Services in violation of applicable law;
(b) attempt to circumvent usage restrictions, security controls, payment mechanisms, rate limits, or provider restrictions;
(c) interfere with or disrupt the integrity or operation of the Services;
(d) attempt to gain unauthorized access to the Services or another customer’s systems or data;
(e) reverse engineer the Services except to the extent such restriction is prohibited by applicable law; or
(f) use the Services in a manner that causes Pump to violate applicable law or the binding requirements of a Third-Party Service provider.
Pump may suspend access where Pump reasonably believes Customer’s use creates a security risk, violates this Agreement, could cause material harm to Pump or a third party, or could result in Pump’s suspension, restriction, or termination by a Third-Party Service provider.
10. Customer Data
As between the parties, Customer retains all right, title, and interest in Customer’s prompts, inputs, content, and other data submitted to the Services (“Customer Data”).
Customer grants Pump a non-exclusive right to process Customer Data solely as reasonably necessary to provide, secure, support, maintain, troubleshoot, and improve the Services and as otherwise permitted by this Agreement.
Pump may generate and use aggregated or de-identified information derived from use of the Services, provided such information does not identify Customer or any individual.
11. Intellectual Property
Pump and its licensors retain all right, title, and interest in and to the Services, including all software, APIs, algorithms, interfaces, documentation, technology, designs, improvements, and related intellectual property.
Except for the limited rights expressly granted under this Agreement, no rights are granted to Customer.
Feedback or suggestions voluntarily provided to Pump concerning the Services may be used by Pump without restriction or obligation.
12.1 Service Changes
Pump may modify the Services from time to time, including by adding, removing, replacing, or changing supported providers, models, routing methods, features, or functionality.
Except for the Availability Commitment expressly provided in this Section, Pump does not guarantee uninterrupted or error-free operation of the Services or any Third-Party Service.
Pump may impose reasonable usage, security, fraud-prevention, credit, rate, capacity, or technical limits.
13. Term and Termination
13.1 Term
This Agreement begins on the Effective Date and continues until terminated in accordance with this Agreement or an applicable Order Form.
The agreement may be terminated by either party for any reason with 30 days written notice given to the other party.
13.5 Effect of Termination
Upon termination or expiration:
(a) Customer’s right to access and use the Services ends;
(b) Pump may disable Customer’s accounts, credentials, API keys, and access;
(c) Customer remains responsible for all amounts and Third-Party Usage Charges incurred through the effective date of termination or expiration, including usage reported or reconciled after termination;
(d) Pump may deduct outstanding amounts from Customer’s remaining Credit Balance; and
(e) any remaining refundable Customer-funded Credit Balance will be handled in accordance with Section 5.5.
Termination does not relieve either party of obligations accrued before the effective date of termination.
Sections that by their nature should survive termination will survive, including provisions concerning payment obligations, intellectual property, confidentiality, disclaimers, limitations of liability, indemnification, and dispute resolution.
14. Confidentiality
Each party may receive non-public information from the other party that is identified as confidential or that reasonably should be understood to be confidential (“Confidential Information”).
The receiving party will use reasonable care to protect Confidential Information and will use it only in connection with this Agreement.
Confidential Information does not include information that the receiving party can demonstrate:
(a) is or becomes publicly available without breach of this Agreement;
(b) was already lawfully known to the receiving party without confidentiality obligations;
(c) is received lawfully from a third party without confidentiality obligations; or
(d) is independently developed without use of the disclosing party’s Confidential Information.
A receiving party may disclose Confidential Information to the extent required by applicable law, regulation, subpoena, or court order, provided that, where legally permitted, it gives the disclosing party reasonable prior notice.
15. Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” PUMP DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
PUMP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT USE OF THE SERVICES WILL RESULT IN ANY PARTICULAR LEVEL OF SAVINGS.
PUMP MAKES NO WARRANTY REGARDING THIRD-PARTY SERVICES OR AI-GENERATED OUTPUTS.
16. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PUMP’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF:
(A) THE FEES PAID BY CUSTOMER TO PUMP FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR
(B) $1,000.
FOR PURPOSES OF THE FOREGOING CAP, AMOUNTS PAID OR DEBITED FOR THIRD-PARTY USAGE CHARGES ARE NOT FEES PAID TO PUMP FOR THE SERVICES.
The limitations in this Section apply regardless of the theory of liability and even if a party has been advised of the possibility of such damages.
17. Indemnification
Customer will defend, indemnify, and hold harmless Pump and its affiliates, officers, directors, employees, and agents from third-party claims arising from or relating to:
(a) Customer Data;
(b) Customer’s use of the Services in violation of this Agreement or applicable law;
(c) Customer’s violation of applicable Third-Party Service terms; or
(d) use of the Services through Customer’s accounts or credentials in violation of this Agreement.
18. General
18.1 Governing Law
This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.
18.2 Mandatory Binding Arbitration
Mandatory Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement, any Order Form, the Services, or the relationship between the parties, including any dispute concerning the formation, existence, validity, interpretation, performance, breach, termination, or enforceability of this Agreement (a “Dispute”), will be resolved exclusively by final and binding arbitration administered by JAMS.
The arbitration will be conducted before a single arbitrator in San Francisco, California, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect, except as modified by this Agreement.
The arbitration will be conducted in English. The arbitrator will have authority to award any remedy or relief that would otherwise be available in a court of competent jurisdiction, subject to the limitations and exclusions contained in this Agreement.
The arbitrator will issue a written decision stating the essential findings and conclusions on which the award is based. Judgment on the arbitration award may be entered and enforced in any court of competent jurisdiction.
Exclusive Forum. Except for an action expressly permitted below, each party agrees that arbitration under this Section is the exclusive means of resolving any Dispute and irrevocably waives any right to have a Dispute decided by a judge or jury.
Injunctive Relief. Notwithstanding the foregoing, either party may seek temporary, preliminary, or emergency injunctive or equitable relief from a state or federal court located in San Francisco, California, where such relief is reasonably necessary to prevent actual or threatened misuse of intellectual property, breach of confidentiality obligations, unauthorized access to the Services, or other irreparable harm. Seeking such relief will not waive the requirement that the underlying Dispute be resolved by arbitration.
Individual Proceedings. To the maximum extent permitted by applicable law, each party will bring claims against the other only in its individual capacity and not as a plaintiff, claimant, or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate the claims of more than one party or otherwise preside over any form of class, collective, consolidated, or representative proceeding without the written consent of all affected parties.
Arbitration Law. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.
Court Venue. For any court proceeding permitted under this Agreement, each party irrevocably submits to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco, California.
18.3 Assignment
Customer may not assign this Agreement without Pump’s prior written consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of Customer’s assets.
Pump may assign this Agreement to an affiliate or in connection with a merger, acquisition, financing, corporate reorganization, or sale of all or substantially all of its relevant business or assets.
18.4 Notices
Pump may provide notices under this Agreement electronically, including by email to Customer’s registered email address or through the Services.
Notices from Customer to Pump must be delivered to the notice address or email address designated by Pump.
18.5 Order Forms
The parties may execute order forms, quotes, or similar ordering documents referencing this Agreement (“Order Forms”).
An Order Form may specify Customer’s prepaid amount, usage pricing, discounts, commitment period, service features, rate limits, capacity, or other commercial terms.
If an Order Form expressly conflicts with this Agreement, the Order Form controls solely with respect to that conflict.
18.6 Entire Agreement
This Agreement and any applicable Order Forms constitute the entire agreement between the parties concerning the Services and supersede prior or contemporaneous agreements, proposals, representations, and communications concerning the same subject matter.
18.7 Amendments
Except for changes permitted in response to Third-Party Service provider changes under Section 3.4, Pump may update this Agreement from time to time upon reasonable notice if the changes materially affect Customer’s rights or obligations.
18.8 No Waiver; Severability
Failure to enforce a provision of this Agreement is not a waiver of that provision.
If any provision is determined to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect.
18.9 Relationship of the Parties
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, employment, or franchise relationship between the parties.
18.10 Force Majeure
Neither party will be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, internet or telecommunications failures, governmental actions, or failures or interruptions of Third-Party Services, except that this Section does not excuse Customer’s obligation to pay amounts already due.
18.11 Electronic Acceptance
Customer may accept this Agreement electronically, including by clicking an acceptance mechanism, executing an Order Form referencing this Agreement, creating an account where this Agreement is presented, or otherwise affirmatively agreeing to these terms.
Electronic acceptance will have the same force and effect as a handwritten signature.
