Terms of Service

1.Acceptance of These Terms

These Terms form a binding agreement between you (the "Customer", "you" or "your") and StrategicSyntax SL, a company incorporated in Madrid, Spain, with registered office at Calle Luis Carreño, núm. 9, 1A, 28750 San Agustín del Guadalix (Madrid), Spain and tax identification number ESB26652156 ("StrategicSyntax", "we", "us" or "our").

By creating an account, accessing the API, or otherwise using the Service, you confirm that you have read, understood and agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you represent that you have authority to bind that organisation, and "Customer" refers to that organisation.

If you do not agree to these Terms, you must not use the Service.

These Terms incorporate by reference our Privacy Policy and any other policies or documentation we make available and reference as part of the Service. In the event of a conflict between these Terms and the Privacy Policy in relation to the processing of personal data, the Privacy Policy prevails to the extent of that conflict.

2.Definitions

In these Terms, the following terms have the meanings set out below:

• "Service" or "Cudator" means the multi-provider large language model (LLM) router and API gateway operated by StrategicSyntax, together with the related website, console, documentation and billing features described in these Terms.
• "Account" means the registered account through which you access and use the Service.
• "API Key" means any credential issued to you for authenticating requests to the Service.
• "Model Provider" means a third-party provider of LLMs or related models to which the Service may route your requests (for example OpenAI, Anthropic, Google, Mistral, Cohere or Voyage AI), as well as any self-hosted model endpoint (for example a self-hosted vLLM or DeepSeek deployment) configured for your use.
• "Input" or "Prompt" means any content, data or instructions you submit through the Service to a Model Provider.
• "Output" means any content returned to you by a Model Provider in response to your Input.
• "Usage Metadata" means the request-level metadata we record for audit and billing purposes, namely the model used, region, token counts, cost, timestamps and request status. Usage Metadata does not include the content of any Input or Output.
• "Wallet" means the prepaid balance you fund and from which usage charges are deducted.
• "Credits" means prepaid amounts held in your Wallet that may be drawn down against usage charges.

3.Accounts and Eligibility

To use the Service you must register for an Account and provide accurate, complete and current information. You are responsible for keeping that information up to date.

You must be at least 18 years old and capable of forming a binding contract to use the Service. The Service is intended for business and professional use, and not for consumers acting outside their trade or profession.

You are responsible for safeguarding your Account credentials and API Keys, and for all activity that occurs under your Account, whether or not authorised by you. You must notify us promptly at support@cudator.ai if you suspect any unauthorised use of your Account or any security breach.

You may create teams, keys and spending limits within your Account. You remain responsible for the acts and omissions of all users you permit to access the Service through your Account.

4.Description of the Service

Cudator is a multi-provider LLM router and API gateway. It exposes a single OpenAI-compatible API endpoint and routes each request to a third-party Model Provider according to policy criteria such as cost, latency, quality and region or data residency. Model Providers may include, among others, OpenAI, Anthropic, Google, Mistral, Cohere and Voyage AI, as well as self-hosted model endpoints (for example self-hosted vLLM or DeepSeek deployments) configured for your use.

The Service also provides reseller billing features, including a prepaid Wallet, spend caps configurable per key, team or entity, multi-currency settlement, VAT and GST handling, and consolidated invoicing across subsidiaries.

Zero data retention. Cudator does not retain the payloads of your Prompts or the resulting Outputs. We meter only Usage Metadata, namely the model, region, token counts, cost, timestamps and request status. Every call is logged at the request level (metadata only) for audit and billing purposes. The content of your Prompts and Outputs is transmitted to the selected Model Provider to fulfil your request and is not stored by us.

We may modify, enhance or discontinue features of the Service from time to time as described in the section on changes to the Service.

5.Acceptable Use

You are solely responsible for your Prompts and for the Outputs you request and receive through the Service, including for the lawfulness, accuracy and appropriateness of how you use them. You own your Prompts and your Outputs as between you and us, subject to any rights of the relevant Model Provider, and you bear all responsibility and risk arising from their use.

Pass-through of Model Provider terms. Because the Service routes your requests to third-party Model Providers, the terms of service, acceptable-use policies and usage policies of the Model Provider you select apply to your use of that provider and to the processing of your Input and Output by it. You are responsible for complying with those terms and policies, and you acknowledge that they may change from time to time and may restrict certain uses, content or jurisdictions.

You must not use the Service, and must not permit any user to use the Service, to:

• violate any applicable law, regulation or third-party right, including intellectual property, privacy, data protection or export-control laws;
• infringe, misappropriate or otherwise violate the intellectual property or other rights of any person;
• generate, distribute or facilitate unlawful, fraudulent, deceptive, harassing, abusive, defamatory or otherwise harmful content;
• attempt to gain unauthorised access to, disrupt or impair the Service, any Model Provider, or the systems or networks of others;
• circumvent or exceed any spend cap, rate limit, quota or other technical or contractual restriction;
• reverse engineer, resell or repackage the Service except as expressly permitted; or
• submit Input that you are not authorised to submit or process.

We may investigate suspected violations and may suspend or terminate access in accordance with these Terms.

6.Customer Data, Ownership and Zero Data Retention

As between you and us, you retain all right, title and interest in and to your Prompts and Outputs. We do not claim ownership of your content.

We operate on a zero data retention basis with respect to request payloads. We do not store the content of your Prompts or Outputs. To deliver the Service, that content is transmitted to the Model Provider you select, which processes it under its own terms and policies.

We record only Usage Metadata, that is the model, region, token counts, cost, timestamps and request status. We use Usage Metadata to operate, secure, meter and bill the Service, to provide audit records, and to maintain and improve the reliability of the Service. Our processing of personal data, including the legal bases on which we rely, your rights as a data subject, our use of sub-processors and international data transfers, is described in our Privacy Policy.

You are responsible for ensuring that you have all rights and lawful bases necessary to submit your Prompts to the Service and to the relevant Model Provider, and for not submitting content that you are not entitled to process or disclose.

7.Fees, Prepaid Wallet, Credits and Payment

The Service operates on a prepaid basis. You fund a Wallet from which usage charges are deducted as you consume the Service. Credits held in your Wallet are drawn down against usage charges and are denominated in the currency you select at the time of funding.

You may configure spend caps per key, team or entity to control consumption. Where your Wallet balance is insufficient or a spend cap is reached, the Service may decline further requests until the balance is topped up or the cap is adjusted.

Multi-currency. We support settlement in multiple currencies. Where conversion is required, it is performed at the rate applied by our payment processor or as otherwise indicated at the time of the transaction.

Taxes. Fees are exclusive of taxes. You are responsible for all applicable taxes, including VAT, GST or similar levies, except for taxes based on our net income. Where we are required to collect VAT or other taxes, these will be added to the amount charged. We provide invoicing, including consolidated invoicing across subsidiaries where configured.

Payment via Stripe. Payments are processed by Stripe. By funding your Wallet you authorise us and Stripe to charge the payment method you provide, and you agree to Stripe's applicable terms. We do not store full payment card details.

Refunds. Except where required by applicable law, prepaid amounts and Credits are non-refundable once consumed. We may, at our discretion, refund unused Wallet balances on account closure, net of any amounts owed to us. Promotional or complimentary Credits, where offered, may have no cash value and may expire.

8.Third-Party Model Providers

The Service routes your requests to third-party Model Providers. We are not the provider of the underlying models and do not control them.

Availability, performance, behaviour and output of any Model Provider are not guaranteed. A Model Provider may change, deprecate, suspend or discontinue its models, may impose its own rate limits, usage policies or restrictions, and may experience outages or errors. Our routing policies aim to direct requests to a suitable provider, but we do not warrant that any particular model, provider or region will be available at any given time.

Your use of a Model Provider is subject to that provider's own terms, acceptable-use policies and usage policies, which apply directly to your Input and Output as processed by it. You are responsible for reviewing and complying with those terms. We are not responsible for the acts, omissions, terms or content policies of any Model Provider.

9.Intellectual Property

The Service, including the website, console, API, software, documentation and all related materials, and all intellectual property rights in them, are and remain the property of StrategicSyntax and its licensors. Nothing in these Terms transfers any such rights to you.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business purposes during the term.

You retain ownership of your Prompts and Outputs as set out above. If you provide us with feedback or suggestions about the Service, you grant us a perpetual, irrevocable, royalty-free licence to use that feedback to operate and improve the Service, without obligation to you.

The Cudator and StrategicSyntax names, logos and marks are our property and may not be used without our prior written consent.

10.Confidentiality

Each party may have access to non-public information of the other party that is designated as confidential or that should reasonably be understood to be confidential given its nature and the circumstances of disclosure ("Confidential Information").

The receiving party will use the disclosing party's Confidential Information only to perform under these Terms, will protect it with at least the same care it uses for its own confidential information (and no less than reasonable care), and will not disclose it to third parties except to its personnel, advisers or sub-processors who need to know it and are bound by confidentiality obligations.

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was lawfully known without restriction before disclosure, is independently developed, or is rightfully obtained from a third party. A party may disclose Confidential Information where required by law, provided it gives reasonable prior notice where lawful.

11.Warranties and Disclaimers

The Service is provided "as is" and "as available", without warranties of any kind, whether express, implied or statutory, to the maximum extent permitted by applicable law.

We disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that the Service will be uninterrupted, error-free or secure, that defects will be corrected, or that any particular Model Provider, model, region or result will be available.

Outputs are generated by third-party AI models and may be inaccurate, incomplete, offensive or otherwise unsuitable. You are responsible for evaluating and validating any Output before relying on it, and you must not treat Outputs as professional advice. We make no warranty as to the accuracy, reliability or fitness of any Output.

12.Limitation of Liability

To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, data, goodwill or business opportunity, arising out of or relating to these Terms or the Service, even if advised of the possibility of such damages.

To the maximum extent permitted by applicable law, our total aggregate liability arising out of or relating to these Terms or the Service will not exceed the total amount of fees paid by you to us for the Service in the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that may not lawfully be limited.

13.Indemnification

You will defend, indemnify and hold harmless StrategicSyntax and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable legal fees) arising out of or relating to:

• your Prompts, Outputs or other content submitted through the Service;
• your use of the Service in breach of these Terms or applicable law;
• your violation of any Model Provider's terms or policies; or
• your infringement or misappropriation of any third-party right.

We will notify you of any such claim, allow you to control the defence and settlement (provided any settlement that imposes obligations on us requires our prior written consent), and reasonably cooperate at your expense.

14.Term, Suspension and Termination

These Terms apply from the date you first accept them or use the Service and continue until your Account is terminated.

You may stop using the Service and close your Account at any time. We may suspend or terminate your access, in whole or in part, with or without notice, if we reasonably believe you have breached these Terms, if your use poses a security, legal or operational risk, if required by a Model Provider or by law, or if your Wallet balance is insufficient to cover amounts due.

Where practicable and lawful, we will give you reasonable notice of suspension or termination and an opportunity to remedy a breach. We may take immediate action where we consider it necessary to protect the Service, other customers, Model Providers or third parties.

On termination, your right to use the Service ceases. We may, at our discretion, refund any unused Wallet balance net of amounts owed. Provisions that by their nature should survive termination (including those on intellectual property, confidentiality, disclaimers, limitation of liability, indemnification and governing law) will survive.

15.Changes to the Service and to These Terms

We may modify, update or discontinue features of the Service from time to time, including the set of Model Providers, models, regions and routing policies available. We will use reasonable efforts to avoid material degradation of the Service.

We may update these Terms from time to time. Where changes are material, we will provide reasonable notice, for example by email or through the Service. Changes take effect on the date stated in the notice or on the updated effective date. Your continued use of the Service after the changes take effect constitutes acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Service.

16.Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) are governed by the laws of Spain, without regard to conflict-of-laws principles.

The parties submit to the exclusive jurisdiction of the courts of the city of Madrid, Spain, to settle any dispute arising out of or in connection with these Terms, save where mandatory law provides otherwise.

17.Miscellaneous

Assignment. You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganisation or sale of assets.

Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in full force, and the invalid provision will be modified to the minimum extent necessary to make it enforceable while preserving its intent.

Entire agreement. These Terms, together with the Privacy Policy and any documents expressly incorporated by reference, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements and understandings on the subject.

Waiver. No failure or delay in exercising any right under these Terms operates as a waiver of that right.

Force majeure. Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, failures of telecommunications or internet providers, failures or outages of Model Providers or other third-party services, and governmental actions.

Notices. We may provide notices to you by email to the address associated with your Account or through the Service. You may send notices to us at support@cudator.ai.

No partnership. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between the parties.

18.Contact

If you have any questions about these Terms or the Service, please contact us:

• StrategicSyntax SL
• Registered office: Calle Luis Carreño, núm. 9, 1A, 28750 San Agustín del Guadalix (Madrid), Spain
• Tax identification number: ESB26652156
• Email: support@cudator.ai