Terms of Service

Last Updated: June 8, 2026

Welcome, and thank you for your interest in Surplus Intelligence LLC ("Surplus Intelligence," "SI," "we," "us," or "our") and our website located at https://www.surplusintelligence.ai/ ("Site"), together with our related websites, networks, smart contracts, APIs, applications, and other services provided by us (collectively, the "Service"). These Terms of Service ("Terms") are a legally binding contract between you and Surplus Intelligence governing your access to and use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY CLICKING "I ACCEPT," CONNECTING A WALLET, OR OTHERWISE USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE SURPLUS INTELLIGENCE PRIVACY POLICY AND ACCEPTABLE USE POLICY (TOGETHER, THE "TERMS"). If you do not agree to the Terms, you must not use the Service.

These Terms provide that all disputes between you and Surplus Intelligence will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights, 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.

1. Service Overview

Surplus Intelligence operates an API service that gives users a single OpenAI-compatible endpoint for accessing a wide variety of large language model and generative AI capabilities. The Service routes each request to a network of inference providers based on price, availability, and your routing preferences. Surplus Intelligence does not host, train, or operate any AI model itself.

The underlying inference is performed by third-party AI model providers ("Model Providers") via API endpoints registered with the Service by fulfillment partners ("Sellers"). Surplus Intelligence acts as the merchant of record for Buyer purchases of inference and contracts separately with Sellers for fulfillment.

Surplus Intelligence may add, modify, or remove models, providers, payment methods, or other features of the Service at any time, with or without notice.

2. Eligibility

You must be at least 13 years of age to use the Service. By agreeing to these Terms, you represent and warrant 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 comply with all applicable laws and regulations, including export controls and sanctions laws administered by the U.S. Office of Foreign Assets Control ("OFAC"). 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.

You may not use the Service if you are located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive U.S. economic or trade sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), or if you are on any U.S. government list of restricted parties.

3. Accounts and Registration

To access most features of the Service, you must register an account. Account creation may be performed by (a) connecting a self-custody Ethereum wallet via an Ethereum Sign-In ("SIWE") message, or (b) authenticating through our identity provider (currently Privy, Inc.) using email, social login, or a wallet.

When you register, you agree that the information you provide is accurate and that you will keep it accurate and up to date. You are solely responsible for safeguarding the credentials, wallets, signing keys, API keys, and session cookies associated with your account. Anyone in possession of your wallet private key, API key, or session cookie can act as you. You accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, you must immediately revoke the relevant credential and notify us at support@surplusintelligence.ai.

API keys issued by the Service take the form of inf_* (Buyer keys) and si_seller_* (Seller keys). Each key's plaintext value is shown to you exactly once at creation; we store only a SHA-256 hash. We cannot recover lost API keys. You may issue up to 25 keys per role per wallet.

4. Payment

4.1 Payment Methods

Surplus Intelligence accepts payment through multiple rails:

You may purchase closed-loop Surplus Intelligence service credits ("Credits") via a third-party payment processor, which are added to your account balance and spent only against inference usage at the prices displayed on the Site. Credits are not deposits, stored value, electronic money, cryptocurrency, or payment instruments. Credits have no monetary value, do not constitute property, and cannot be redeemed or exchanged for cash, cryptocurrency, or any other digital asset. Credits are not a substitute for currency, do not earn interest, and confer no ownership or creditor rights against Surplus Intelligence. Credits are non-transferable, may not be sold, traded, exchanged, or transferred between accounts, and may be used only to buy Surplus Intelligence services.

Other payment methods. Surplus Intelligence separately offers certain alternative payment methods that are governed exclusively by a distinct agreement you must accept before they become available to you. Those methods are not part of the Credits service described in these Terms. If you pay solely with Credits, that separate agreement does not apply to you and you have no exposure to its associated risks.

4.2 Pre-Paid Credits; Refunds

Credits purchased with a supported fiat payment method are pre-paid and are spent against inference usage at the prices displayed on the Site at the time of consumption. Credit purchases are subject to a minimum of $5 and a maximum of $5,000 per transaction; larger purchases may be available subject to additional verification. If you request a refund of unused Credits within twenty-four (24) hours of purchase, we will, at our discretion, either reverse the original charge for the unused portion or restore the corresponding Credits to your account balance. After 24 hours, unused Credits are non-refundable except where required by law. Credits, once spent on inference, are not refundable regardless of the inference outcome. Where any other remedy is provided under these Terms, it will take the form of Credits restored to your account balance rather than a cash payment, except where a cash refund is required by law or expressly provided in Section 9. Credits do not entitle you to receive USDC, any other digital asset, or any payment to a Seller. When you spend Credits, Surplus Intelligence sells you access to the Service as merchant of record and, as a separate first-party expense funded from its own resources, compensates Sellers under Surplus Intelligence's own fulfillment arrangements. No Seller payment is made from, earmarked against, or traceable to any individual Credit purchase.

4.3 Credit Expiration; Auto Recharge

Paid Credits do not expire unless an expiration period is disclosed at the time of purchase or expiration is required or permitted by applicable law. Promotional, trial, bonus, or free Credits may expire, may be revoked, and may be subject to additional conditions disclosed when they are granted.

When purchasing Credits, you may have the option to automatically replenish your account by charging your designated payment method when your available Credit balance falls below a threshold you set on your account ("Auto Recharge"). If you enable Auto Recharge, you authorize Surplus Intelligence and our payment processor to charge your designated payment method automatically, without further action from you, in the amounts and up to the limits you configure. You may update, pause, or cancel Auto Recharge at any time through your account settings; cancellation will not affect charges already in progress. Auto Recharge top-ups are subject to the same refund terms set out in Section 4.2.

4.4 Other Payment Methods

The terms governing Surplus Intelligence's alternative, non-fiat payment methods are set out in full in a separate agreement that applies only to users who affirmatively elect those methods. Nothing in that agreement applies to Buyers paying solely with Credits.

4.5 Marketplace Fees

Surplus Intelligence may charge a marketplace fee, expressed as a multiplier on top of the Seller's price (the "Fee Multiplier") and/or a flat fee per request (the "Flat Fee"). Current Fee Multiplier and Flat Fee values are published on the Site. We reserve the right to adjust these fees, subject to the notice provisions of Section 4.6. Fee Multiplier is contractually constrained to be greater than or equal to 1.0x (i.e., we will never charge the Buyer less than the Seller's price).

4.6 Changes to Fees

If we change the fees for the Service, including by adding additional fees, we will provide you advance notice via the Site or by email to the address associated with your account. If you do not accept the changes, your sole remedy is to stop using the Service.

4.7 Taxes

Prices displayed on the Site are exclusive of any taxes, levies, or duties imposed by taxing authorities. You are responsible for all such taxes associated with your purchases, except for taxes based on our net income.

4.8 Fraud Prevention; Payment Holds

Surplus Intelligence maintains commercially reasonable measures to detect and prevent fraudulent, abusive, or unauthorized payment activity, and you authorize us to apply them to your transactions. To protect against fraud and unauthorized use, we may decline, delay, or hold a Credit purchase, suspend Credit spending, or delay fulfillment where we reasonably suspect fraud, an unauthorized transaction, or a violation of these Terms or the Acceptable Use Policy. Because some payment methods may be subject to a payment dispute or reversal for a period after purchase, we may hold newly purchased Credits, or fulfillment funded by them, until the associated payment is no longer reasonably subject to reversal. If a payment is later reversed after the associated Credits have been spent, the resulting balance owed is due and payable, and we may suspend the account until it is resolved.

5. Buyer Terms

5.1 Routing

When you submit an inference request, the Service routes the request to a Seller selected based on price, model availability, health, and your routing preferences (such as priority providers, fallback providers, or maximum price per million tokens). You acknowledge that the specific Seller fulfilling any given request may vary and may not be disclosed to you in advance.

5.2 Upstream Provider Terms

Each Seller's Provider Endpoint is itself subject to the terms of service, acceptable use policy, and other policies of the underlying Model Provider (the "Provider Terms"). Provider Terms govern your effective ability to use the models, including (without limitation) data handling, training opt-outs, intellectual property in outputs, jurisdictional restrictions, and restricted use cases. You are solely responsible for reviewing and complying with the Provider Terms applicable to each model you use. Surplus Intelligence maintains an informational list of known Provider Terms on the Site but does not warrant its completeness or accuracy.

5.3 Output Ownership

Subject to the applicable Provider Terms, as between you and Surplus Intelligence, you retain whatever ownership rights you have in your Inputs (defined below), and you receive whatever rights in the Outputs (defined below) that the applicable Provider Terms grant to end users. Surplus Intelligence claims no ownership in your Inputs or Outputs.

5.4 No Warranty on Outputs

The Service is a routing layer. Surplus Intelligence makes no representation or warranty regarding the accuracy, completeness, safety, or fitness for any purpose of any Output you receive through the Service. Outputs are generated by third-party AI models and may be incorrect, biased, harmful, or otherwise unsuitable for your intended use. You are solely responsible for evaluating Outputs and implementing appropriate human review before relying on them, especially for any regulated, high-risk, safety-critical, legal, medical, financial, employment, or customer-facing use.

5.5 Insufficient Balance

If you pay via Credits, your inference request will be rejected if your Credit balance is insufficient to cover the estimated maximum cost of the request. For Buyers paying via on-chain USDC or agent-payment standards, additional balance and allowance requirements apply under Section 4.4.

6. Seller Terms

This Section 6 applies if you list a fulfillment endpoint with the Service as a Seller.

6.1 Seller Eligibility and Reps

By listing a Provider Endpoint, you represent and warrant that:

(a) you own or are properly authorized to provide and resell access to the API keys, endpoints, models, and credentials you submit to the Service ("Seller Credentials"), and your provision of such Seller Credentials to Surplus Intelligence and your fulfillment of Buyer requests through them does not violate any contract, license, terms of service, or applicable law;

(b) the prices, model identifiers, capability descriptions, and other metadata you publish on the Service are accurate and not misleading;

(c) the wallet address you designate to receive settlement payments is owned and controlled by you (or your authorized payee), and is not subject to OFAC sanctions or similar restrictions;

(d) you will comply with all Provider Terms applicable to the models you offer, including any prohibition on reselling, sublicensing, or providing third-party access to the underlying Model Provider's API;

(e) you have all rights and authorizations necessary to fulfill Buyer requests in your jurisdiction, including any required licenses, registrations, or regulatory approvals.

6.2 Provision and Handling of Seller Credentials

Seller Credentials submitted to the Service are stored encrypted at rest using AES-256-GCM with a per-record salt. While we use commercially reasonable measures to protect Seller Credentials (see our Privacy Policy and Security and Privacy documentation), you acknowledge that an adversary with both database access and our master encryption key would be able to decrypt Seller Credentials. Our master encryption key is managed in our hosting provider's environment-variable store, not in a hardware security module. Do not list a Provider Endpoint if this risk is unacceptable for the value of the underlying credentials.

6.3 Pricing and Settlement

You set the per-unit price for each model you list. The Service routes Buyer requests to the lowest-priced healthy Seller for the requested model, subject to Buyer routing preferences. For each completed request fulfilled by your Provider Endpoint, you receive payment in USDC on Base equal to the Seller-price share of the request, sent to your designated wallet. Settlement may be performed (a) directly from the Buyer's wallet via the SettlementV2 contract, or (b) from Surplus Intelligence's operator reserve wallet, depending on the Buyer's chosen payment rail. In all cases, Surplus Intelligence is the counterparty to your fulfillment of Buyer requests and the source or facilitator of settlement payments, and you are paid in USDC. Settlement mechanics for each payment rail are described in Section 4.4.

6.4 Seller Indemnification

You agree to defend, indemnify, and hold harmless the SI Entities (as defined in Section 16) from and against any claim, liability, damage, loss, or expense (including reasonable attorneys' fees) arising out of or relating to: (i) any breach of your representations and warranties in Section 6.1; (ii) any third-party claim that your provision or use of Seller Credentials infringes, misappropriates, or violates the rights of, or any contract with, the underlying Model Provider or any other third party; (iii) any non-compliance by you with applicable law; or (iv) any tax, fee, or charge imposed on you in connection with your receipt of settlement payments.

6.5 Suspension or Removal of Listings

We may suspend, restrict, disable, or remove any Provider Endpoint or Seller listing at any time, with or without notice, including for: suspected violation of these Terms or applicable Provider Terms; persistent unhealthy responses, errors, or capacity issues; suspected fraud, abuse, or illegal activity; a request or directive from the applicable Model Provider; or any other reason we deem appropriate. Surplus Intelligence is not liable for any lost revenue, lost opportunity, or other damages arising from suspension or removal.

6.6 Discretion

Surplus Intelligence reserves sole and absolute discretion over which models and providers are listed in the Service, the metadata published about them, routing logic, health thresholds, and listing, ranking, and surfacing features. Nothing in these Terms entitles you to any particular routing share, volume, or revenue.

7. User Content

7.1 Definitions

"Input" means any prompts, messages, files, images, audio, video, embeddings, or other data you submit to the Service. "Output" means any responses, completions, images, audio, video, embeddings, or other data returned to you by the Service. "User Content" means Inputs and Outputs.

7.2 Storage of Chat Bodies

By default, Surplus Intelligence does not store the contents of synchronous chat, completion, responses, embedding, image, or audio Inputs or Outputs ("Chat Bodies"). Only metadata required for settlement, metering, analytics, billing, and abuse prevention (such as model name, token counts, timestamps, status codes, request hashes, and wallet addresses) is logged in our usage_log. Sellers and Model Providers do receive Chat Bodies in order to fulfill your requests, and their data-handling practices are governed by their own privacy policies, Provider Terms, and applicable law.

Opt-in prompt logging (reserved). Surplus Intelligence may, in the future, offer optional account-level features that record Chat Bodies for purposes such as debugging, request replay, private prompt storage, usage analytics, or product improvement (collectively, "Opt-In Logging"). Opt-In Logging will be disabled by default, and we will activate it only after you affirmatively enable it through your account settings. If you enable Opt-In Logging, you grant Surplus Intelligence a non-exclusive, worldwide, royalty-free license (with the right to sublicense to our service providers) to host, store, copy, transmit, modify (for formatting and display only), and process the Chat Bodies generated under your account, solely for the purposes described in the feature's then-current documentation and our Privacy Policy. You may disable Opt-In Logging at any time through your account settings, after which we will cease new logging promptly and delete previously logged Chat Bodies in accordance with our then-current retention policy. We may also use Chat Bodies that you have permitted us to log in aggregated, de-identified form (with all account, wallet, and personally identifying information removed) for service analytics, ranking, and research.

See our Privacy Policy for full detail.

7.3 Async Media Jobs

For asynchronous media generation (video, music), we do store the request JSON for the duration of the job (to enable retry, deduplication, and polling) and we store generated media artifacts in transient blob storage with a default retention of three (3) hours. After retention expires, artifacts are deleted. This is necessary to operate the async-job lifecycle and is disclosed for clarity.

7.4 License for Operation

You grant Surplus Intelligence a non-exclusive, transferable, worldwide, royalty-free license to use, host, cache, transmit, and process User Content solely to the extent necessary to operate the Service (including routing your request to the selected Seller, performing settlement, computing usage metrics, and complying with applicable law). This license terminates with respect to any particular User Content when we are no longer required to retain it for operation, anti-abuse, or legal-compliance purposes.

7.5 Input Representations

By submitting Inputs, you represent and warrant that:

(a) you are the creator and owner of the Inputs, or have the necessary licenses, rights, consents, and permissions to submit them and to grant the license in Section 7.4;

(b) your Inputs and use of the Service do 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) defame, libel, or invade the privacy or publicity rights of any person; or (iii) cause Surplus Intelligence, any Seller, or any Model Provider to violate any law, regulation, or Provider Terms; and

7.6 Disclaimer

We are under no obligation to edit, review, or control Inputs or Outputs. We may, at our discretion, screen, remove, edit, or block any User Content that we reasonably believe violates these Terms, the AUP, applicable Provider Terms, or applicable law. We disclaim all liability in connection with User Content. You waive any legal or equitable right or remedy you have against the SI Entities with respect to Inputs or Outputs.

8. Acceptable Use

You must use the Service in compliance with our Acceptable Use Policy, which is incorporated by reference into these Terms. Violations of the AUP are violations of these Terms. Without limiting the AUP, you agree not to:

use the Service for any illegal purpose or in violation of any applicable law or regulation, including export controls and sanctions;
resell, redistribute, or wholesale repackage the Service or access to Model Provider APIs (other than as expressly permitted by listing a Provider Endpoint as a Seller under Section 6, in compliance with your upstream Provider Terms);
circumvent or attempt to circumvent any technical, security, rate-limit, cap, or routing restriction;
use the Service to develop a directly competing routing service;
scrape, crawl, or use automated processes to extract data from the Site or Service except as permitted by our published API surface and rate limits;
interfere with the Service or other users' enjoyment of the Service, including by uploading malware, conducting denial-of-service attacks, or attempting to gain unauthorized access;
create accounts using false or stolen identities or wallets;
conduct prompt injection, jailbreaking, or other adversarial Red Teaming against Model Providers without their and our prior written approval;
attempt to identify any individual user from on-chain settlement data or aggregated analytics;
use the Service to violate the privacy, security, or intellectual property rights of any person.

9. Termination

You may terminate your account at any time by contacting support@surplusintelligence.ai. Termination does not relieve you of any payment obligations incurred prior to termination, nor does it entitle you to a refund of Credits except as expressly provided in Section 4.2.

We may suspend or terminate your access to the Service at any time, with or without notice, for any reason, including suspected violation of these Terms or the AUP. If your account is suspended or terminated for suspected violation of these Terms, we may restrict use of Credits while we investigate and may decline refunds for Credits associated with prohibited, fraudulent, abusive, or unlawful activity, except where prohibited by law.

We may also modify or discontinue the Service, or any feature of the Service, at any time, with or without notice. Except for termination by us for violation of these Terms, any unused prepaid Credits remaining in your account upon discontinuation will be refunded to your original payment method within thirty (30) days of discontinuation, notwithstanding the credit-restoration default in Section 4.2. On-chain balances and allowances remain under your sole control at all times and are not affected by termination of your Surplus Intelligence account.

10. Privacy and Additional Terms

10.1 Privacy Policy

Please review our Privacy Policy, which describes our collection, use, and disclosure of personal information. The Privacy Policy is incorporated by reference into these Terms.

10.2 Data Processing Agreement

If you use the Service for commercial, for-profit purposes on behalf of an organization subject to data protection laws such as the EU General Data Protection Regulation, the UK Data Protection Act, or the California Consumer Privacy Act, please contact support@surplusintelligence.ai to execute a Data Processing Agreement.

10.3 Third-Party Services

The Service relies on, integrates with, or links to third-party services, including without limitation: Privy, Inc. (authentication); Vercel, Inc. (application hosting and blob storage); Stripe, Inc. (fiat payment processing); Coinbase Technologies, Inc. (fiat-to-USDC onramp, x402 infrastructure, and Base network infrastructure); MoonPay (fiat-to-USDC onramp, when used); Circle Internet Financial, LLC (USDC issuance); Tempo / MPP protocol services (agent-payment infrastructure, when used); Virtuals Protocol ACP services (agent commerce integration, when used); and Sellers and Model Providers (inference). Your use of those third-party services is governed by their own terms and privacy policies. Surplus Intelligence makes no representation, warranty, or guarantee regarding any third-party service.

11. Modification of these Terms

For changes that materially modify your rights or obligations, we will provide thirty (30) days advance notice via email or in-product notification. Your continued use of the Service after the effective date constitutes acceptance. All other changes are effective when posted to the Site. If you do not agree to changes, you must stop using the Service. Disputes arising under these Terms will be resolved in accordance with the version in effect at the time the dispute arose.

12. Ownership; Proprietary Rights

The Service is owned and operated by Surplus Intelligence. All visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, smart-contract code (subject to the open-source licenses, if any, applicable to specific files), and all other elements of the Service ("Materials") are protected by intellectual property and other laws. Except as expressly authorized by us or by an applicable open-source license, you may not make use of the Materials. We reserve all rights to the Materials not expressly granted in these Terms.

13. Feedback

If you choose to provide suggestions, ideas, comments, or other feedback regarding the Service ("Feedback"), you grant Surplus Intelligence an unrestricted, perpetual, irrevocable, non-exclusive, fully paid, royalty-free right and license to use, modify, and exploit the Feedback for any purpose, without compensation to you.

14. Indemnity

You agree to defend and indemnify Surplus Intelligence and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the "SI 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 or use of the Service; (b) any User Content you submit; (c) your violation of these Terms, the AUP, the Privacy Policy, any applicable Provider Terms, or any applicable law or regulation; (d) your violation of any third-party right, including any intellectual property right or privacy right; (e) for Sellers, your provision of Seller Credentials and fulfillment of Buyer requests; or (f) any dispute between you and any third party (including any Seller, Buyer, Model Provider, or other user).

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with our defense.

15. Disclaimers

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 SI ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE; AND (C) ANY WARRANTY REGARDING THE AVAILABILITY, ACCURACY, QUALITY, SECURITY, OR LEGAL COMPLIANCE OF ANY MODEL, SELLER, PROVIDER ENDPOINT, OUTPUT, SMART CONTRACT, BLOCKCHAIN, OR THIRD-PARTY SERVICE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SI ENTITIES DO NOT WARRANT THAT: (i) THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR HARMFUL COMPONENTS; (ii) ANY OUTPUT WILL BE ACCURATE, RELIABLE, OR SUITABLE FOR ANY PURPOSE, INCLUDING ANY REGULATED, HIGH-RISK, SAFETY-CRITICAL, LEGAL, MEDICAL, FINANCIAL, EMPLOYMENT, OR CUSTOMER-FACING USE; (iii) ANY SELLER, PROVIDER ENDPOINT, MODEL, OR MODEL PROVIDER WILL REMAIN AVAILABLE OR WILL CONTINUE TO HONOR ANY PRICE, CAPABILITY, OR SLA; OR (iv) ANY SMART CONTRACT, BLOCKCHAIN, OR DIGITAL ASSET WILL OPERATE AS EXPECTED OR WILL RETAIN ANY PARTICULAR VALUE.

YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF THE SERVICE, INCLUDING ANY RELIANCE ON OUTPUTS. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES; IN THOSE JURISDICTIONS, THE FOREGOING DISCLAIMERS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

16. Limitation of Liability

IN NO EVENT WILL THE SI ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, LOST GOODWILL, LOST REVENUE, LOST DATA, 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, ANY MATERIALS, OR ANY OUTPUTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SI ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS PROVIDED IN SECTION 19.4(iii), THE AGGREGATE LIABILITY OF THE SI ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO SURPLUS INTELLIGENCE FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT(S) GIVING RISE TO THE CLAIM (EXCLUDING AMOUNTS YOU PAID DIRECTLY TO SELLERS, MODEL PROVIDERS, OR ANY OTHER THIRD PARTY); OR (B) ONE HUNDRED U.S. DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES; IN THOSE JURISDICTIONS, THE FOREGOING LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY OR DISCLAIMER OF WARRANTIES ALLOCATES RISK BETWEEN YOU AND SURPLUS INTELLIGENCE AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT, AND APPLIES EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

17. Compliance with Law

You will comply with all applicable laws, regulations, and government orders in connection with your use of the Service, including without limitation laws relating to anti-money laundering, counter-terrorist financing, economic sanctions, export controls, taxation, consumer protection, privacy and data protection, and intellectual property. You will not use the Service to launder funds or to evade any applicable sanctions or controls.

18. Governing Law

These Terms are governed by the laws of the State of Wyoming, without regard to its conflict-of-laws principles. Subject to Section 19 (Dispute Resolution and Arbitration), if a lawsuit or court proceeding is permitted under these Terms, you and Surplus Intelligence agree to submit to the personal and exclusive jurisdiction of the state courts located in Sheridan County, Wyoming, and the federal courts located in the District of Wyoming, for the purpose of litigating any dispute. We operate the Service from our offices in Wyoming, and we make no representation that the Service is 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 Surplus Intelligence in the most expedient and cost-effective manner, you and Surplus Intelligence 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, uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery, and is subject to very limited review by courts. This agreement to arbitrate 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 the claim arises during or after the termination of these Terms. YOU AND SURPLUS INTELLIGENCE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

19.2 Exceptions

Nothing in these Terms waives, precludes, or limits the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through an applicable federal, state, or local agency; (c) seek injunctive or other equitable relief in a court of competent jurisdiction; or (d) file suit to address an intellectual-property infringement claim.

19.3 Arbitrator

Any arbitration between you and Surplus Intelligence will be governed by the Federal Arbitration Act and the Commercial Arbitration Rules and 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. AAA Rules and filing forms are available at https://www.adr.org or by calling 1-800-778-7879.

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 the other party has not provided a current physical address, by electronic mail ("Notice"). Surplus Intelligence's address for Notice is: Surplus Intelligence LLC, 1309 Coffeen Avenue, STE 19992, Sheridan, WY 82801, United States (or such updated address as we may publish on the Site). The Notice must describe the nature and basis of the claim and set forth the specific relief sought ("Demand"). The parties will make good-faith efforts to resolve the claim directly. If the parties do not reach agreement within 30 days after the Notice is received, either party may commence arbitration. During arbitration, the amount of any settlement offer made by either party 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, Surplus Intelligence will pay you the highest of: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Surplus Intelligence prior to the arbitrator's award; or (iii) $1,000.

19.5 Fees

If you commence arbitration in accordance with these Terms, Surplus Intelligence will reimburse you for your filing fee, unless your claim is for more than $10,000, in which case fees will be governed by the AAA Rules. Any arbitration hearing will take place in Sheridan, Wyoming, except that if the claim is for $10,000 or less, you may choose whether arbitration will be conducted (a) solely on the basis of documents, (b) through a non-appearance telephone or videoconference hearing, or (c) by an in-person hearing in the county of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose, fees will be allocated under the AAA Rules. The arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions.

19.6 No Class Actions

YOU AND SURPLUS INTELLIGENCE 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. Unless both you and Surplus Intelligence agree otherwise, the arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

19.7 Modifications to this Arbitration Provision

If Surplus Intelligence makes a future change to this arbitration provision (other than a change to our address for Notice), you may reject the change by sending written notice within 30 days of the change to our address for Notice, in which case your account will be immediately terminated and this arbitration provision, as in effect immediately prior to the change 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; in that case, 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, Acceptable Use Policy, and any other agreements expressly incorporated by reference, constitute the entire and exclusive understanding and agreement between you and Surplus Intelligence regarding the Service. Except as expressly permitted above, these Terms may be amended only by a written agreement signed by authorized representatives of all parties.

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.

Our failure to require performance of any provision will not affect our right to require performance at any other time, nor will a waiver of any breach or default be a waiver of any subsequent breach or default. Use of section headers is for convenience only and will not affect interpretation. If any part of these Terms is held 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, 7, 10, and 12 through 21, along with the Privacy Policy, Acceptable Use Policy, and any accompanying agreements, will survive. Except as expressly set forth, no provision of these Terms is intended to or will be interpreted to provide or create any third-party beneficiary rights, except that Model Providers are intended third-party beneficiaries of Sections 5.2, 6, 7, 14, 15, and 16 to the extent those Sections relate to access to or use of their models, compliance with Provider Terms, or related liability.

21. Consent to Electronic Communications

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

22. Contact

The Service is offered by Surplus Intelligence LLC, with a registered office at 1309 Coffeen Avenue, STE 19992, Sheridan, WY 82801, United States. You may contact us at:

Contact: support@surplusintelligence.ai
Phone: +1 (512) 222-3017