Terms of Service

01Acceptance of These Terms

These Terms of Service (the "Terms") form a binding agreement between Vinspe.ai Private Limited, a private limited company organized under the laws of Uttar Pradesh, India, and the person or legal entity that accesses or uses the Services ("Customer", "you", or "your").

By creating an account, clicking an acceptance control, signing an order form, purchasing Services, integrating with a Vinspe API, or otherwise accessing or using the Services, Customer agrees to these Terms. If Customer uses the Services for an organization, Customer represents that it has authority to bind that organization, and "Customer" includes that organization.

If Customer has a separately executed master services agreement, enterprise agreement, order form, or other written agreement with Vinspe that expressly governs the Services, that agreement controls over these Terms to the extent of a direct conflict. A Data Processing Agreement, Service Level Agreement, Savings Calculation Policy, pricing schedule, or other document incorporated by reference applies according to its stated terms and precedence.

02Definitions

• "Account" means the customer workspace, organization, project, subscription, API credential set or other access mechanism used to access the Services.
• "API" means the application programming interfaces, endpoints, SDKs, libraries and developer interfaces made available by Vinspe.
• "AI Output" means text, code, images, audio, classifications, embeddings, predictions, recommendations, or other content returned by or derived from a Third-Party Model through the Services.
• "Customer Application" means an application, website, software, workflow, agent, script or other system controlled by or for Customer that accesses the Services.
• "Customer Content" means prompts, inputs, files, instructions, personal data, metadata supplied by Customer or Authorized Users for processing through the Services, together with content contained in responses to those inputs to the extent Customer has rights in that content.
• "Documentation" means Vinspe’s technical documentation, usage guidance and service specifications made available to Customer.
• "Fees" means amounts payable to Vinspe for the Services, including subscription fees, platform fees, optimization fees, savings-share fees, enterprise fees and other charges identified in an Order Form or pricing page.
• "Model Provider" means a third-party provider of artificial intelligence, machine learning, inference, embedding, moderation, image, audio, search or other model services that may be accessed through the Services.
• "Services" means the Vinspe platform, gateway, routing, caching, optimization, observability, spend management, analytics, APIs and related services identified in an Order Form or Documentation.
• "Verified Savings" has the meaning given in Section 18 and the then-current Savings Calculation Methodology incorporated into these Terms.
• "Authorized User" means an individual permitted by Customer to use the Services under Customer’s Account.

03Eligibility and Authority

Customer must be legally capable of entering into contracts and must not be prohibited by applicable law from using the Services.

Customer represents that all information supplied to Vinspe is accurate and that it has obtained all rights, permissions and consents required to submit Customer Content to the Services and to instruct Vinspe to process that content.

Customer must not use the Services where such use would violate applicable law, sanctions, export controls, court orders, contractual restrictions, or a Model Provider’s applicable terms.

04Accounts and Authorized Users

Customer is responsible for maintaining accurate Account information and for all activities occurring under its Account except to the extent caused directly by Vinspe’s breach of its security obligations.

Customer must restrict access to Authorized Users and must not sell, rent, sublicense, share or transfer access credentials except as expressly permitted by Vinspe.

Customer is responsible for ensuring that Authorized Users comply with these Terms. Vinspe may rely on instructions received through an authenticated Account or API credential unless it has actual knowledge that the credential has been compromised.

Customer must promptly notify Vinspe of suspected unauthorized access, credential compromise or misuse.

05Access to the Services

Subject to these Terms and any applicable Order Form, Vinspe grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Term to access and use the Services for Customer’s internal business purposes and for Customer Applications.

Vinspe may update, modify, improve or replace components of the Services from time to time. Vinspe will use commercially reasonable efforts not to materially reduce the core functionality of a paid Service during an active committed term, except where required for security, legal compliance, provider changes or other circumstances outside Vinspe’s reasonable control.

Access to specific models, features, regions, endpoints, limits or integration methods may depend on the plan, provider availability, customer configuration and applicable technical requirements.

06Customer Applications and Integrations

Customer is solely responsible for its Customer Applications, their functionality, security, user experience and use of AI Output.

Customer must implement appropriate error handling, timeouts, retries, rate limiting, authentication, authorization, logging and safeguards within its own applications.

Vinspe may reject, delay or throttle requests that exceed technical limits, violate these Terms, create security or operational risk, or threaten the stability of the Services.

Customer must not represent Vinspe as the author, owner, operator or guarantor of any Customer Application or AI Output unless Vinspe has expressly authorized such representation in writing.

07API Credentials and Security

Customer is responsible for generating, storing and protecting API credentials, provider keys and authentication secrets under its control.

Where Customer uses a bring-your-own-key ("BYOK") configuration, Customer remains responsible for maintaining its relationship with the applicable Model Provider and for the validity, scope, permissions and billing associated with that provider credential. Customer authorizes Vinspe to use the credential solely to provide the Services and only to the extent configured by Customer.

Vinspe may hash, encrypt, restrict, rotate, revoke or otherwise protect credentials within its systems. Customer must not transmit credentials in Customer Content, expose secret keys in public source code, or use a Vinspe credential to provide unauthorized access to third parties.

Vinspe may suspend a credential if it reasonably believes the credential has been compromised or is being used in a manner that creates material security, fraud or abuse risk.

08Third-Party AI Providers

The Services may connect Customer to third-party Model Providers. Each Model Provider operates independently and may impose its own terms, acceptable-use rules, data practices, rate limits, geographic restrictions, content policies, pricing, availability and model-specific limitations.

Customer acknowledges that Vinspe does not control a Model Provider’s systems, model behavior, retention practices, training practices, security, uptime or pricing except to the limited extent that Vinspe has a contractual arrangement with that provider that expressly gives Vinspe control over a relevant feature.

When Customer selects or permits a model, Customer authorizes Vinspe to transmit the minimum information reasonably required to the selected Model Provider to fulfil the request, subject to Customer’s configuration and the applicable Services. Customer is responsible for reviewing any provider-specific terms applicable to its use.

If a Model Provider discontinues a model, changes an endpoint, materially changes its commercial terms, or restricts access, Vinspe may remove, replace, reroute or disable the affected model or integration. Where reasonably practicable, Vinspe will provide notice of material changes affecting a paid Service.

Vinspe may identify Model Providers and their applicable data-handling characteristics in documentation, dashboards or other service interfaces. Those descriptions are informational and may change as providers update their practices.

09Routing, Failover, Model Selection and Substitution

Vinspe may, according to Customer configuration and the applicable Service, automatically select, route, load-balance, retry, fail over or substitute a model, Model Provider, deployment, region or endpoint for a request.

Routing may consider cost, latency, availability, capacity, model capabilities, configured allow-lists, region restrictions, quality thresholds, safety policies, cache eligibility, historical performance and other signals.

Customer acknowledges that different models and providers can produce different outputs, reasoning behavior, latency, token usage, pricing and reliability. Vinspe does not warrant that a substituted or fallback model will produce output materially identical to the originally requested model.

Customer may configure approved models, providers, geographic restrictions, spending limits or routing policies where those controls are made available on the applicable plan. Vinspe may enforce those policies before forwarding a request.

Unless expressly stated in an Order Form, Vinspe does not guarantee any particular model will remain available, nor does it guarantee a particular provider will be selected for every request.

10Caching and Request Optimization

The Services may use exact-match caching, semantic caching, prompt caching, deduplication, request suppression, batching or other optimization techniques intended to reduce cost, latency or unnecessary provider calls.

Where caching is enabled, Vinspe may retain eligible request and response information for the period and scope specified in the applicable configuration or documentation. Customer is responsible for determining whether caching is appropriate for its workload and for excluding information that should not be reused.

A cached or optimized response may be based on a prior request and therefore may not reflect changes that occurred after the original request. Vinspe does not guarantee that a cached response is current, unique, or equivalent to a newly generated response unless expressly stated.

Vinspe may disable or bypass an optimization where doing so is reasonably necessary to maintain correctness, support a customer configuration, comply with a provider requirement, protect the Services, or address security or abuse concerns.

11AI Output

AI Output is generated by third-party systems and may be inaccurate, incomplete, biased, misleading, offensive, stale, inconsistent or unsuitable for a particular purpose. AI Output may also contain errors that are not obvious to a reasonable person.

Customer is solely responsible for evaluating AI Output before using, publishing, transmitting, executing or relying on it. Customer must maintain human review and appropriate controls for material decisions, regulated activities, safety-sensitive uses and other high-impact workflows.

Vinspe does not guarantee that AI Output is unique, non-infringing, free of harmful content, fit for a particular use case, or compliant with every law or industry requirement applicable to Customer.

Customer remains responsible for any decision or action taken using AI Output, including actions taken automatically by a Customer Application or agent.

12Customer Content and Customer Responsibilities

As between the parties, Customer retains all rights, title, and interest in Customer Content. Customer grants Vinspe a limited, worldwide, non-exclusive right to transmit, process, and temporarily handle Customer Content solely as necessary to provide, secure, monitor, optimize, and maintain the Services and to comply with applicable law.

Vinspe does not store or retain Customer prompts, inputs, or model outputs after completion of the applicable request, except where temporary processing or limited retention is technically necessary to deliver the Services, maintain security, prevent abuse, resolve errors, or comply with applicable law. Vinspe does not use Customer prompts or model outputs to train or develop its own AI models or third-party foundation models.

Vinspe may retain non-content technical and usage metadata, such as request timestamps, token or usage measurements, model and provider information, latency, routing outcomes, cost data, and other operational metrics, to the extent necessary for billing, analytics, security, service monitoring, optimization, and reporting. Such metadata will not include the substantive content of Customer prompts or model outputs, except where expressly disclosed and agreed.

Customer represents that it has all rights, permissions, and lawful bases necessary for Vinspe and applicable Model Providers to process Customer Content as contemplated by these Terms.

Customer must not submit to the Services information that it is prohibited by law, contract, professional duty, or internal policy from disclosing to an AI gateway or applicable Model Provider.

Unless otherwise agreed in writing, Customer must not use the Services as the sole basis for emergency response, autonomous operation of safety-critical systems, or other uses where failure or error could reasonably result in death, serious bodily harm, or material property damage.

13Data Protection and Privacy

Vinspe’s collection and use of account, billing, service and other personal data for its own purposes is described in the Vinspe Privacy Policy.

To the extent applicable data protection laws require additional or different contractual terms, Vinspe and the Customer will comply with such requirements. Where applicable, the parties will execute and comply with a Data Processing Addendum (DPA) or equivalent data protection agreement, which will supplement these Terms and govern the processing of Personal Data to the extent required by applicable law.

Customer is responsible for determining the lawful basis and required notices, consents and permissions for submitting Personal Data to the Services and to selected Model Providers.

Vinspe may use appropriate service providers and subprocessors to provide infrastructure, security, analytics, payments, communications and related services. Vinspe will maintain a current subprocessor list where required by applicable law or contract and will apply appropriate contractual safeguards.

Customer acknowledges that a gateway-level data-retention setting cannot override the independent data practices of a Model Provider. Where a request is forwarded to a third party, that provider’s applicable processing terms govern its handling of the forwarded request to the extent permitted by law.

14Security and Confidentiality

Vinspe will maintain reasonable technical and organizational measures designed to protect the Services and Customer Content against unauthorized access, alteration, disclosure or destruction.

Security controls may include encryption in transit and at rest, credential protections, access controls, logging, monitoring, vulnerability management, incident response and backup or recovery mechanisms appropriate to the Services.

No system can be guaranteed to be completely secure. Vinspe does not warrant that the Services will be immune from every vulnerability, intrusion, denial-of-service event or other security incident.

Each party will protect the other party’s Confidential Information using at least reasonable care and will use it only for purposes related to the parties’ business relationship or as permitted by these Terms.

15Usage Limits, Fair Use and Abuse Prevention

Customer must comply with applicable rate limits, concurrency limits, request-size limits, model limits, spend caps, quota restrictions and other usage controls communicated by Vinspe.

Vinspe may enforce technical or account-level limits to protect the Services, prevent fraud, manage capacity, comply with upstream provider restrictions, or prevent unexpected costs.

Customer must not use the Services to generate traffic primarily intended to test, stress, disrupt, scrape, benchmark or reverse engineer the Services or a Model Provider without prior written authorization.

Vinspe may apply emergency protective controls without advance notice where reasonably necessary to prevent security incidents, abusive traffic, excessive consumption or material harm to customers or third parties.

16Acceptable Use

Customer must not use the Services to violate applicable law or third-party rights, including intellectual property, privacy, confidentiality, consumer protection, export control or sanctions laws.

Customer must not use the Services to create or distribute malware, destructive code, credential theft tools, phishing content, unauthorized intrusion tools, or instructions primarily intended to facilitate illegal compromise of systems or accounts.

Customer must not circumvent a Model Provider’s safety mechanisms, rate limits, access controls, regional restrictions, authentication, billing controls or contractual restrictions through Vinspe.

Customer must not use the Services to facilitate fraud, impersonation, unlawful surveillance, harmful exploitation, abuse, or other prohibited conduct.

Vinspe may publish a separate Acceptable Use Policy that provides additional restrictions or examples. Where incorporated, that policy forms part of these Terms.

17Fees, Provider Charges and Taxes

Customer will pay Fees described in the applicable pricing page, Order Form, subscription plan or billing interface. Fees may be based on usage, model cost, savings generated, seats, features, committed spend or other commercial metrics stated for the applicable plan.

Except where expressly stated otherwise, third-party Model Provider charges are separate from Vinspe Fees and may vary based on provider pricing, tokens, model selection, region, provider credits, taxes, foreign exchange and provider-specific commercial terms.

Where Customer uses BYOK, the applicable Model Provider may bill Customer directly under Customer’s provider account. Vinspe may also calculate and display estimated or pass-through costs for reporting and optimization.

Customer is responsible for applicable sales, GST, VAT, use, withholding and similar taxes, except taxes imposed on Vinspe’s net income. If withholding is legally required, Customer will provide appropriate documentation and cooperate in good faith to minimize withholding where lawful.

Vinspe may update pricing for future usage or renewal periods. A committed or fixed price applies only to the period expressly covered by the applicable Order Form.

18Savings-Based Fees and Verified Savings

Where a plan charges Vinspe a percentage or other share of Customer’s savings, the parties agree that Vinspe’s fee is based on Verified Savings calculated under the applicable Savings Calculation Methodology.

Unless an Order Form states otherwise, "Verified Savings" means the difference between (a) the Baseline Cost that Vinspe reasonably determines Customer would have incurred for materially equivalent requests absent specified Vinspe optimization effects and (b) the Actual Cost attributable to those requests after the applicable routing, caching, optimization, suppression, batching, pricing or other savings mechanisms.

The Baseline Cost and Actual Cost may be calculated using provider rate cards, Customer’s historical usage, model and token characteristics, routing outcomes, cache outcomes, applicable discounts, taxes, provider credits and other recorded usage data. Vinspe may update the methodology prospectively where necessary to reflect provider pricing or product changes.

Unless expressly agreed otherwise, Vinspe’s usage and billing records are the primary operational source for calculating Verified Savings. Customer may dispute a calculation within the applicable invoice-dispute period described in Section 19.

Vinspe does not guarantee that every request will produce savings. Savings may vary because of workload composition, cacheability, model availability, quality thresholds, provider pricing, provider outages, Customer configuration and changes in request patterns.

Illustrative example only: if a Customer’s Baseline Cost for a set of requests is INR 1,000,000 and Actual Cost after applicable optimization is INR 700,000, Verified Savings are INR 300,000. If the applicable Vinspe savings share is 23%, the Vinspe fee is INR 69,000 and the Customer’s gross retained savings before taxes or other charges are INR 231,000.

19Billing, Refunds, Credits and Payment Disputes

Vinspe may bill Customer in arrears or in advance, depending on the plan. Usage-based amounts may be billed monthly or at other intervals stated in the applicable plan or Order Form.

Customer authorizes Vinspe and its payment processor to charge the payment method provided for all undisputed amounts when due. Customer must maintain a valid payment method and sufficient funds or credit availability.

Unless expressly stated otherwise, Fees are non-cancellable and non-refundable once incurred, except where required by law or under an applicable written money-back or service-credit policy.

Customer must raise billing disputes in good faith within thirty (30) days after the invoice date, identifying the disputed line items and the basis for the dispute. Undisputed amounts remain payable while the parties investigate the dispute.

Late amounts may accrue interest at the lower of 1.5% per month or the maximum lawful rate, plus reasonable collection costs. Vinspe may suspend Services for overdue undisputed amounts after reasonable notice.

20Money-Back / Savings Guarantee

If Vinspe offers a money-back, no-savings, or savings guarantee, the applicable guarantee will apply only to the specific plan, Customer type, evaluation period, qualifying usage, eligibility criteria, and other conditions expressly described on the Vinspe website, applicable Order Form, or applicable guarantee policy.

20.1 100-Day Savings Guarantee

Where the Vinspe 100-Day Savings Guarantee is offered to an eligible Customer, Vinspe will evaluate the Customer's use of the Services during the first one hundred (100) days following the commencement of the applicable evaluation period.

At the end of the 100-day evaluation period, Vinspe will assess the Customer's account using Vinspe's standard savings-calculation methodology and the usage, routing, optimization, caching, provider-pricing, and cost data available to Vinspe during the evaluation period.

If Vinspe determines that the Customer has achieved no measurable reduction in eligible AI infrastructure or Model Provider costs, meaning the Customer's verified savings are less than US$1.00, the Customer may submit a refund request in accordance with this Section.

20.2 Refund Amount

For an eligible refund claim, Vinspe will refund the Customer's eligible Vinspe account balance, excluding a fixed $500 operational and service fee. Refund Amount = Eligible Account Balance − $500 Expert Savings Analysis & Advisory Fee.

The $500 operational and service fee covers Vinspe's services and operational costs associated with onboarding, configuration, monitoring, analytics, optimization analysis, infrastructure operation, technical assistance, and customer support provided during the 100-day evaluation period.

The $500 Expert Savings Analysis & Advisory Fee is non-refundable and covers the specialized services provided by Vinspe throughout the 100-day evaluation period, including account onboarding, continuous monitoring, AI usage analysis, optimization assessment, savings analysis, technical guidance, and expert assistance.

The purpose of this fee is to cover the expertise and resources invested by Vinspe in analyzing the Customer's AI usage and identifying opportunities for cost optimization, regardless of the final savings outcome.

The guarantee does not automatically include refunds for:

• charges or usage that fall outside the qualifying guarantee period;
• usage resulting from Customer misuse, abuse, or violation of these Terms;
• charges resulting from Customer-configured exclusions, restrictions, or limitations;
• usage where the Customer has disabled, bypassed, or materially restricted the Vinspe optimization or measurement systems required to evaluate savings; or
• charges arising from circumstances where Vinspe is unable to perform a meaningful savings analysis due to insufficient usage, incomplete information, or Customer-side limitations.

Any refund will be calculated only after Vinspe verifies that the Customer satisfies all eligibility requirements of the 100-Day Savings Guarantee.

20.3 Eligibility Conditions

To qualify for the 100-Day Savings Guarantee, the Customer must:

1. Maintain an active Vinspe account for the entire applicable 100-day evaluation period.
2. Provide and maintain the API credentials, provider access, technical configuration, usage information, and other reasonable access required for Vinspe to perform its monitoring, optimization, and savings analysis.
3. Use the Services in accordance with these Terms, the applicable Order Form, Vinspe policies, and applicable third-party Model Provider requirements.
4. Maintain sufficient qualifying usage during the evaluation period for Vinspe to perform a meaningful savings analysis.
5. Not intentionally disable, bypass, materially restrict, or interfere with Vinspe's routing, optimization, monitoring, caching, logging, or measurement mechanisms where those mechanisms are necessary to determine eligibility or calculate savings.
6. Submit any refund claim within the applicable claim period specified by Vinspe.

Vinspe may deny a guarantee claim where the Customer has materially breached these Terms, manipulated usage or cost baselines, intentionally altered relevant usage data, disabled required measurement controls, withheld information necessary for verification, or otherwise acted in a manner intended to obtain a benefit not contemplated by the guarantee.

20.4 Savings Calculation and Verification

Savings will be determined using Vinspe's standard savings-calculation methodology, taking into account applicable Model Provider pricing, Customer usage, model and provider selection, routing outcomes, caching or request-optimization outcomes, applicable discounts or credits, and other relevant data available to Vinspe.

For purposes of the guarantee, Verified Savings means the amount of eligible cost reduction determined by Vinspe using its standardized methodology and the data available during the applicable evaluation period.

Vinspe does not guarantee that every request will produce savings or that the Customer will achieve savings above the threshold required for eligibility under the guarantee.

Vinspe's calculation will be based on the information and measurement systems available to Vinspe and may not reflect costs or pricing information that Vinspe cannot independently verify.

20.5 Standardized Savings Analysis Report

When an eligible Customer requests a refund under the 100-Day Savings Guarantee, Vinspe will provide a standardized Savings Analysis Report based on the analytics, monitoring, optimization activity, and usage information collected during the Customer's 100-day evaluation period.

The Savings Analysis Report may include: total AI usage analyzed during the evaluation period; estimated baseline costs; actual or observed costs; Verified Savings, if any; model and Model Provider usage; routing and optimization activity; caching and request-optimization impact; observed spending patterns; identified cost-reduction opportunities; performance and efficiency observations; and Vinspe's recommendations for potential future optimization.

The Savings Analysis Report is prepared using Vinspe's standardized analytics methodology and is intended to provide a summary of the Customer's usage and optimization results. It is not an independent financial audit, accounting statement, certification of Model Provider charges, or guarantee of future savings.

20.6 Refund Request and Processing

A Customer seeking to exercise the guarantee must submit its claim through the process designated by Vinspe and provide any reasonable information required to verify eligibility and calculate the applicable refund.

Vinspe may review the Customer's account, usage records, configuration, provider information, and related data before approving a refund.

Once Vinspe confirms that the Customer satisfies all applicable eligibility requirements, Vinspe will process the approved refund to the original payment method or through another payment method reasonably designated by Vinspe, subject to applicable payment-provider requirements and applicable law.

Refund claims that do not satisfy the eligibility requirements may be rejected.

20.7 Changes in Provider Pricing and Customer Configuration

Because Vinspe's savings calculations may depend on third-party Model Provider pricing, model availability, discounts, credits, routing restrictions, Customer configuration, traffic patterns, cacheability, and other factors outside Vinspe's control, changes in such factors may affect the amount of savings that can be achieved or verified.

The guarantee therefore applies only to the qualifying conditions and methodology in effect for the applicable guarantee period and does not constitute a guarantee that Vinspe will produce a particular percentage or amount of savings beyond the express terms of the applicable guarantee.

20.8 No Automatic Refund

Participation in the Vinspe Services does not create an automatic right to a refund. A refund is available only where the Customer satisfies the specific requirements of the applicable guarantee and submits a valid claim within the required claim period.

Any guarantee offered by Vinspe is limited to the scope expressly stated in the applicable offer, website, Order Form, or guarantee policy. No other refund, credit, reimbursement, or compensation will be implied.

21Beta and Experimental Features

Vinspe may offer beta, preview, experimental or early-access features. Such features may be identified as beta, preview, experimental, labs or similar.

Beta features may be modified, limited, suspended or discontinued at any time and may be subject to additional terms or usage limits.

Unless expressly stated otherwise, beta features are provided without warranties or service-level commitments and Customer should not rely on them for critical production workloads.

22Availability and Service Levels

Vinspe will use commercially reasonable efforts to make the paid Services available, subject to maintenance, provider dependencies, capacity constraints, security events and other exclusions stated in an applicable SLA.

Any uptime commitment applies only to the Vinspe-controlled gateway or service component expressly covered by that SLA. It does not constitute a guarantee of Model Provider availability, model quality, internet connectivity, Customer infrastructure, or end-to-end application performance.

Planned maintenance, emergency maintenance, third-party provider outages, force majeure events, Customer configuration errors, abusive traffic and failures outside Vinspe's reasonable control may be excluded from availability calculations where stated in the applicable SLA.

23Intellectual Property

Vinspe and its licensors own all rights, title and interest in the Services, software, APIs, Documentation, interfaces, trademarks, routing logic, optimization methods, analytics, dashboards and other Vinspe technology, excluding Customer Content and third-party materials.

Customer receives only the rights expressly granted in these Terms. Customer must not copy, modify, distribute, lease, sell, sublicense, decompile, reverse engineer or attempt to derive source code or proprietary algorithms from the Services except to the extent such restriction is prohibited by applicable law.

Customer may use Vinspe's Documentation internally to integrate and operate the Services. Customer may not remove proprietary notices or use Vinspe branding in a way that suggests endorsement without permission.

Third-party models, outputs and other provider materials remain subject to the rights and terms of the applicable Model Provider.

24Feedback

Customer may provide suggestions, ideas or feedback regarding the Services. Customer grants Vinspe a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate that feedback into its products and services without compensation or attribution, provided Vinspe does not disclose Customer Confidential Information as part of doing so.

25Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

The receiving party will use the disclosing party's Confidential Information only to perform or receive the Services and will disclose it only to personnel, professional advisers and service providers who have a need to know and are bound by confidentiality obligations. The receiving party will use reasonable care to protect the information.

Confidentiality obligations do not apply to information that is publicly available without breach, was already lawfully known, is independently developed without use of the confidential information, or is lawfully received from a third party without confidentiality duty.

A party may disclose Confidential Information when required by law or legal process, provided it gives advance notice where legally permitted and reasonably cooperates with the other party's efforts to seek protective treatment.

26Changes to the Services

Vinspe may change, improve, add or remove features, models, providers, APIs, regions, optimization methods and other components of the Services.

Vinspe may discontinue a third-party integration or model when the provider changes its terms, access, availability, pricing or technical interface. Where reasonably practicable for paid customers, Vinspe will provide notice of material deprecations and may offer reasonable migration information.

Unless otherwise agreed in writing, Customer's continued use of the Services after a change takes effect constitutes acceptance of the changed Service configuration.

27Changes to These Terms

Vinspe may update these Terms from time to time to reflect changes in the Services, law, security practices or commercial operations. Vinspe will post the updated Terms and update the Effective Date.

For material changes affecting existing paid customers, Vinspe will use reasonable efforts to provide advance notice through the website, email or the customer dashboard, except where immediate changes are required for legal, security or abuse-prevention reasons.

If Customer continues to use the Services after the effective date of the updated Terms, Customer accepts the updated Terms. If Customer materially objects to a change during an active committed term, its remedies, if any, are governed by the applicable Order Form or enterprise agreement.

28Suspension

Vinspe may suspend or restrict the Services, in whole or in part, if reasonably necessary to: (a) prevent security threats or abuse; (b) prevent material harm to Vinspe, other customers or third parties; (c) comply with law, court order or provider requirements; (d) address overdue undisputed fees after notice; or (e) address a material breach of these Terms.

Vinspe will use reasonable efforts to limit a suspension to the affected account, credential, request type or feature and to restore service promptly after the underlying issue is resolved.

Nothing in this Section limits Vinspe's ability to take immediate protective action where delay could reasonably cause material harm.

29Term and Termination

The Term begins when Customer first accepts these Terms or an applicable Order Form and continues while Customer maintains an Account or active Services, unless earlier terminated.

Customer may terminate its Account according to the cancellation procedure applicable to its plan. An annual or other committed Order Form may include separate termination provisions.

Either party may terminate for material breach that remains uncured for thirty (30) days after written notice, except where the breach is incapable of cure or otherwise permits immediate termination under applicable law or an Order Form.

Vinspe may terminate or suspend immediately for fraud, unlawful use, material security risk, repeated abuse, or circumstances where continued provision would expose Vinspe to legal or operational risk that cannot reasonably be mitigated.

Vinspe may discontinue the Services generally on reasonable notice, subject to any express commitments in an Order Form.

30Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" TO THE MAXIMUM EXTENT PERMITTED BY LAW. EXCEPT AS EXPRESSLY STATED IN A SIGNED ORDER FORM OR SLA, VINSPE DISCLAIMS ALL IMPLIED, STATUTORY AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND QUIET ENJOYMENT.

VINSPE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE FROM EVERY THREAT, OR COMPATIBLE WITH EVERY THIRD-PARTY SYSTEM. VINSPE DOES NOT WARRANT THAT ROUTING, CACHING OR OPTIMIZATION WILL ACHIEVE A PARTICULAR LEVEL OF COST SAVINGS, LATENCY, QUALITY, AVAILABILITY OR OUTPUT EQUIVALENCE.

VINSPE IS NOT RESPONSIBLE FOR THE CONTENT, PERFORMANCE, AVAILABILITY, SECURITY, DATA PRACTICES OR OUTPUTS OF A MODEL PROVIDER EXCEPT TO THE EXTENT EXPRESSLY ASSUMED BY VINSPE IN A WRITTEN AGREEMENT.

31Indemnification

Customer will defend, indemnify and hold harmless Vinspe, its affiliates and their personnel from third-party claims, damages, losses, liabilities and reasonable costs arising from: (a) Customer Content; (b) Customer's or its Authorized Users' unlawful use of the Services; (c) Customer Applications; (d) Customer's violation of these Terms or third-party rights; or (e) Customer's instructions to Vinspe to process or route content in a manner that violates applicable law or provider restrictions.

Vinspe will promptly notify Customer of an indemnified claim and may permit Customer to control the defense and settlement, provided that Customer may not settle a claim in a way that admits fault by Vinspe or imposes an obligation on Vinspe without Vinspe's written consent.

Any Vinspe indemnity for intellectual property infringement, if offered, should be stated in the applicable Order Form or enterprise agreement and will be subject to its stated exclusions and procedures.

32Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, ANTICIPATED SAVINGS, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VINSPE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR ANY RELATED AGREEMENT WILL NOT EXCEED THE LESSER OF (A) THE UNUSED PREPAID BALANCE, CREDITS, OR OTHER AMOUNTS REMAINING IN THE CUSTOMER'S VINSPE ACCOUNT AT THE TIME THE CLAIM ARISES, OR (B) US$100 (ONE HUNDRED UNITED STATES DOLLARS).

For clarity, where the Customer has an unused Vinspe account balance or credits of US$10,000, Vinspe's maximum aggregate liability will be limited to US$100. Similarly, where the Customer has an unused balance of US$1,000, US$500, or US$100, Vinspe's maximum aggregate liability will remain limited to US$100. Where the Customer's unused balance is less than US$100, Vinspe's maximum aggregate liability will be limited to the amount of such unused balance. Accordingly, Vinspe's maximum aggregate liability will never exceed US$100, regardless of the amount paid, deposited, credited, or otherwise maintained by the Customer in its Vinspe account.

The liability cap will not apply to the extent such limitation is prohibited by applicable law. The parties may agree to different liability caps or specific carve-outs in a separately executed Enterprise Agreement or Order Form.

33Force Majeure

Neither party is responsible for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disruption, internet or telecommunications failures, major cyber incidents, government action, utility failure, cloud-provider failure, Model Provider outages, or widespread infrastructure disruptions.

The affected party will use reasonable efforts to mitigate the impact and resume performance when reasonably practicable.

34Publicity

Unless Customer has opted out or the parties have agreed otherwise, Vinspe may identify Customer by name and logo as a customer in customer lists and ordinary marketing materials. Vinspe will not publish a case study, testimonial or detailed performance statement attributed to Customer without Customer's prior approval.

Customer may request removal of its name and logo from future materials by written notice, subject to reasonable transition time for materials already distributed or published.

35Notices

Vinspe may provide notices through the Account, dashboard, email or the Vinspe website. Customer will provide and maintain a current administrative contact address for legal and service communications.

Legal notices to Vinspe must be sent to support@vinspe.ai. Legal notices to Customer will be sent to the administrative or legal contact associated with the Account unless an Order Form provides a different notice address.

36Assignment

Customer may not assign or transfer these Terms or an Order Form without Vinspe's prior written consent, except to an affiliate or successor in connection with a merger, reorganization or sale of substantially all assets, provided the assignee agrees to be bound by the applicable agreement.

Vinspe may assign these Terms in connection with a merger, reorganization, financing, acquisition, sale of assets or corporate restructuring.

37Governing Law and Dispute Resolution

These Terms are governed by the laws of Uttar Pradesh, India, without regard to conflict-of-law principles.

Except where applicable law requires a different forum, the parties will attempt in good faith to resolve disputes through executive-level discussion before commencing formal proceedings.

Subject to the foregoing, the courts of Noida, Uttar Pradesh, India have exclusive jurisdiction over any dispute arising out of or relating to these Terms.

38General Provisions

These Terms, together with applicable Order Forms and incorporated policies, constitute the entire agreement concerning the Services and supersede prior discussions on the same subject, except for any separately executed agreement expressly governing the relationship.

If a provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable and the remaining provisions will remain in effect.

Failure to enforce a provision is not a waiver of future enforcement. Remedies are cumulative unless expressly stated otherwise.

Nothing in these Terms creates a partnership, agency, fiduciary relationship, franchise, employment relationship or joint venture between the parties.

The headings are for convenience only. "Including" means including without limitation. Electronic records and click-through acceptance may be used to evidence agreement to these Terms to the extent permitted by applicable law.

39Enterprise and Order Form Terms

Enterprise customers may receive additional or different terms in an Order Form, Master Services Agreement, DPA, SLA, security addendum or other written agreement.

An Order Form should identify, as applicable: customer legal name; Vinspe legal entity; service scope; plan; pricing; billing currency; payment terms; savings-share percentage; baseline and measurement rules; committed term; renewal; support level; service levels; data residency; approved Model Providers; regional restrictions; BYOK rules; security requirements; insurance requirements; and any negotiated liability, indemnity or audit provisions.

If enterprise terms conflict with these Terms, the Order Form or master agreement controls to the extent of the conflict.

40Contact Information

Questions, legal notices and support requests may be directed to:

• Vinspe.ai Private Limited
• Legal support@vinspe.ai
• Support support@vinspe.ai
• Website https://vinspe.ai/

41Schedule A — Savings Calculation Methodology

This Schedule forms part of the Terms only for plans that charge Customer based on savings. If an Order Form states a different methodology, the Order Form controls.

A.1 Baseline Cost

Baseline Cost is the reasonable estimated cost of processing an applicable request set without the Vinspe optimization effect being measured. Depending on the service, Vinspe may use historical Customer traffic, the originally requested model or route, published provider rates, observed token volumes, applicable customer-specific provider pricing, or another methodology stated in the Order Form.

A.2 Actual Cost

Actual Cost is the cost reasonably attributable to processing the same or materially equivalent request set after Vinspe's routing, caching, request suppression, batching, model selection or other optimization, using the applicable provider pricing and Customer configuration.

A.3 Verified Savings

Verified Savings = max(0, Baseline Cost − Actual Cost), subject to the exclusions and adjustments in the applicable plan or Order Form.

A.4 Exclusions and Adjustments

• Provider credits, one-time promotional discounts or pricing anomalies may be excluded or normalized if they would materially distort the baseline or actual comparison.
• Taxes are excluded from savings calculations unless an Order Form expressly states otherwise.
• Requests rejected before an optimization decision may be excluded from the applicable savings population.
• Savings from a change independently made by Customer outside Vinspe may be excluded where Vinspe cannot reasonably attribute the savings to the Services.
• Where a cached response avoids a provider call entirely, the saved provider cost may be calculated using the provider rate and request characteristics applicable to the avoided call.

A.5 Savings Share

If the plan specifies a savings share of 23%, Customer will pay Vinspe the stated percentage of Verified Savings for the applicable billing period. The percentage may differ by customer or Order Form.

A.6 Disputes

Customer may dispute a savings calculation by written notice within thirty (30) days after the applicable invoice. The notice must identify the relevant invoice, period, model or route and the calculation element disputed. The parties will cooperate in good faith to reconcile differences using available usage and pricing records.

42Schedule B — Model Provider and Data Handling Acknowledgement

Customer acknowledges that the Services may transmit requests to third-party Model Providers selected by Customer or by Vinspe's routing logic under Customer configuration. The Model Provider may have its own terms governing retention, training, moderation, geographic processing and acceptable use. Customer should review those provider terms before enabling a model for production use.

Where Vinspe offers controls such as provider allow-lists, model allow-lists, geographic restrictions, zero-retention routing, prompt/output logging controls or BYOK, those controls apply only to the extent described in the applicable documentation and configuration. A Vinspe control cannot override a Model Provider's independent processing practices.