Terms of Service

1. Agreement to Terms & Eligibility

These Terms of Service (“Terms”) constitute a legally binding agreement between you (either individually or on behalf of an entity you represent, “Customer”, “you”, or “your”) and AgentMink (“AgentMink”, “we”, “us”, or “our”). These Terms govern your access to and use of our proxy gateway endpoints (gateway.agentmink.com), developer console (app.agentmink.com), marketing site (agentmink.com), and associated documentation (agentmink.com/docs).

By signing up for an account, generating an API key, configuring routing strategies, or sending requests through the gateway, you affirm that you are at least 18 years old and have the legal authority to bind yourself or your organization to these Terms. If you do not agree to these Terms, you must not access or use our services.

2. Description of Services

AgentMink provides an autonomous edge proxy gateway designed to optimize, route, failover, and ledger artificial intelligence inference requests across multiple third-party model providers. Key capabilities include:

• Autonomous Routing Strategies: Dynamic request dispatch based on cost_first (price arbitrage), quality_first (benchmark ranking), and latency_first (global TTFT telemetry).
• Automated Provider Failover: Sub-50ms error catching on 429, 500, 502, 503, and socket timeouts with automatic retry against designated backup models.
• Encrypted BYOK Key Vault: AES-256-GCM authenticated storage for your third-party provider keys (OpenAI, Anthropic, Gemini, Groq, DeepSeek, Mistral, Together, Bedrock).
• Real-Time Telemetry Ledger: Per-request token tracking, latency recording, financial audit logs, and incident webhook alerts (Slack, Discord).

3. Account Registration, Security & API Keys

To utilize the gateway, you must register for a developer account. You agree to provide accurate, current, and complete registration information. You are solely responsible for:

• Maintaining the confidentiality of your account credentials, passwords, and AgentMink API keys.
• All activities, API requests, token consumption, and financial charges incurred under your account or API keys.
• Promptly notifying us at security@agentmink.com upon discovering any unauthorized access, compromised secret keys, or security breaches.

AgentMink is not liable for any losses or damages arising from unauthorized use of your API keys resulting from client-side code leaks, unsecured git repositories, or compromised developer environments.

4. Bring Your Own Key (BYOK) & Third-Party Provider Relationships

When you store your own vendor API keys in the AgentMink vault:

• Direct Customer-Provider Relationship: You acknowledge that requests routed with your BYOK credentials execute directly against your independent commercial agreements with the respective model providers (e.g., OpenAI, Anthropic, Google Cloud, Groq, DeepSeek).
• Zero Platform Markup: AgentMink does not add transaction fees, token markups, or usage percentages to BYOK execution. You pay your vendor directly according to your contracted rates.
• Independent Provider Compliance: You remain solely responsible for adhering to all usage policies, terms of service, and rate limits established by your connected third-party providers.
• Upstream Disclaimer: AgentMink does not control, and is not responsible for, upstream provider model deprecations, API outages, pricing alterations, context window adjustments, or upstream account suspensions.

5. Acceptable Use Policy (AUP)

You agree not to use the AgentMink gateway to engage in, facilitate, or promote any of the following prohibited activities:

• Illegal Activities: Any conduct that violates local, state, national, or international laws or regulations.
• Malicious Exploits: Generating malware, ransomware, automated exploitation tools, or executing denial-of-service attacks against third-party networks or AgentMink edge infrastructure.
• Abusive Infrastructure Usage: Attempting to reverse engineer, decompile, bypass spending caps, or circumvent rate-limiting mechanisms of the gateway.
• Safety Policy Breaches: Bypassing content moderation systems or safety filters enforced by connected upstream model providers in violation of their published safety policies.
• Unauthorized Resale: Reselling raw, unauthenticated access to the AgentMink gateway without prior written authorization under an Enterprise Agreement.

Violation of this Acceptable Use Policy may result in immediate suspension or permanent termination of your API access and account without notice or refund.

6. Billing, Subscription Tiers, Spending Caps & Refunds

6.1 Subscriptions & Managed Routing

AgentMink offers both free developer tiers and paid subscription plans (Developer, Starter, Scale, Enterprise) billed on a recurring monthly or annual basis via Stripe. Subscriptions automatically renew unless canceled prior to the end of the current billing cycle.

6.2 Spending Caps & Circuit Breakers

To protect against runaway agent loops and unexpected cloud charges, AgentMink provides real-time daily spending caps and monthly request quotas. When a configured threshold is reached:

• The gateway automatically rejects subsequent requests with HTTP 402 Payment Required.
• Automated incident alerts are dispatched to your designated Slack or Discord webhooks.
• You may adjust spending caps and quota thresholds at any time through your dashboard settings.

6.3 Taxes & Invoices

All fees are exclusive of applicable federal, state, local, or value-added taxes (VAT). You are responsible for all taxes associated with your subscription. Official VAT-compliant invoices and receipts are downloadable directly from the self-service billing portal.

6.4 Cancellation & Refund Policy

You may cancel your subscription at any time through the billing dashboard. Cancellation takes effect at the conclusion of your current prepaid billing term. Except where required by law, monthly platform software subscription fees are non-refundable.

7. Intellectual Property & Data Ownership

7.1 Customer Data & Output Ownership

As between you and AgentMink, you retain 100% exclusive ownership of all right, title, and interest in your prompt inputs, uploaded documents, system instructions, and generated AI completions (“Customer Content”). AgentMink claims no ownership rights over Customer Content.

7.2 AgentMink Intellectual Property

AgentMink retains all rights, title, and intellectual property in and to the gateway infrastructure, edge routing engines, algorithms, APIs, SDKs, user interfaces, documentation, trademarks, and logos. Nothing in these Terms grants you any right to use AgentMink trademarks or brand assets without our prior written consent.

7.3 No Model Training Commitment

AgentMink explicitly commits that we do not use Customer Content to train, re-train, fine-tune, or benchmark machine learning models.

8. Service Level Agreement (SLA) & Gateway Availability

We strive to maintain high availability across our globally distributed edge infrastructure:

• Target Availability: AgentMink targets a 99.99% monthly gateway uptime SLA for Scale and Enterprise customers.
• SLA Exclusions: Uptime calculations exclude scheduled maintenance windows, outages caused by upstream third-party model providers (e.g., OpenAI or Anthropic 503 outages), internet backbone disruptions, or customer network misconfigurations.

9. Disclaimers & Nature of AI Outputs

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGENTMINK EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

AI Output Disclaimer: Artificial intelligence models are probabilistic and may occasionally produce inaccurate, incomplete, offensive, or hallucinated outputs. You are solely responsible for verifying, validating, and testing all model-generated content prior to relying on it for production, legal, financial, medical, or mission-critical applications.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AGENTMINK, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SERVICES.

IN NO EVENT SHALL AGENTMINK’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER THESE TERMS EXCEED THE GREATER OF ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD) OR THE TOTAL AMOUNT PAID BY YOU TO AGENTMINK IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. Indemnification

You agree to defend, indemnify, and hold harmless AgentMink, its affiliates, officers, and employees from and against any third-party claims, damages, obligations, losses, liabilities, costs, or debt (including reasonable attorneys’ fees) arising from:

• Your violation of these Terms or the Acceptable Use Policy.
• Your Customer Content infringing upon or violating third-party intellectual property, privacy, or publicity rights.
• Your direct dispute with any third-party model provider whose API keys you route through the gateway.

12. Term, Suspension & Termination

These Terms remain in effect until terminated by either you or AgentMink. You may terminate your account at any time via /dashboard/settings.

AgentMink reserves the right to suspend or terminate your API keys and access immediately if:

• You breach any provision of these Terms or the Acceptable Use Policy.
• Your usage poses an active security threat or risk of material harm to gateway infrastructure or other users.
• We are required to do so by applicable legal process, court order, or government authority.

13. Governing Law & Dispute Resolution

These Terms and any disputes arising out of or related to them shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

Any dispute, controversy, or claim arising out of or relating to these Terms shall be resolved through binding, individual arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association (AAA). You and AgentMink agree to waive any right to bring claims as a plaintiff or class member in any class, collective, or representative proceeding.

14. Modifications to Terms

We may revise and update these Terms from time to time to reflect product enhancements, legal requirements, or operational updates. When changes are made, we will update the “Last Updated” date at the top of this page. For material modifications, we will provide at least 15 days advance notice via email or a notification banner in the developer dashboard. Your continued use of the gateway after the effective date constitutes your binding acceptance of the revised Terms.

15. Contact Information

For questions, legal notices, or inquiries regarding these Terms of Service, please reach out to our legal department:

• Legal Team: legal@agentmink.com
• Developer Support: support@agentmink.com
• Operating Entity: AgentMink