Subscription Service Agreement

This Subscription Service Agreement (hereinafter "this Agreement") is a legally binding contract between Canopy Wave Inc. (hereinafter the "Platform," "we," or "us") and you or the entity you represent (hereinafter the "User," "you," or "your"). By clicking "I Agree," "Subscribe," completing the online checkout process, or otherwise accessing or using our API services, you represent that you have read, understood, and agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity.

• "Services" means the AI model API services provided by us, specifically access to and invocation of designated open-source AI models deployed by us on our own machines via API interfaces, as further described on our official pricing page or in the applicable plan description.

• "Subscription" means the paid plan selected by you (e.g., Coding Plan, Unlimited Token Plan).

• "Subscription Term" means the initial term and any renewal terms.

• "Models" means the open-source AI models deployed by us and made available via API, including but not limited to Kimi, GLM, MiniMax, DeepSeek, etc. These open-source models are based on their respective original open-source licenses or commercial authorizations, and we are solely responsible for the deployment and API services.

We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the open-source models deployed by us via API solely for internal business or personal purposes during the Subscription Term, subject to this Agreement, the rate limits of the applicable plan, and the original license terms of each open-source model.

• Fee standards shall be based on the prices published on the Platform's pricing page, and all fees must be paid in full prior to the commencement of services.

• Non-Refundability: Due to the special nature of API services and model computing resources, subscription fees shall be deemed consumed immediately upon payment. Except in cases where the services become permanently unavailable due to the Platform's own reasons, all fees paid are non-refundable under any circumstances.

• Offset of Liquidated Damages: If a user's account is suspended due to malicious abuse (such as duplicate registration for arbitrage), violation of laws or regulations, or breach of the terms of this Agreement, all remaining fees and credits in the account shall be forfeited to the Platform as liquidated damages and will not be refunded.

• Your subscription will automatically renew at the end of the current Subscription Term for a renewal period consistent with the initial term (monthly or annually), unless either party provides written notice of non-renewal at least 3 days prior to the end of the current term.

• We will send renewal reminders via email. You may cancel automatic renewal at any time in your subscription management settings.

• Renewal Price Changes: We may increase renewal fees, but we will notify you at least 30 days in advance.

• The initial Subscription Term shall commence on the date you subscribe.

• Either party may terminate this Agreement if the other party commits a material breach and fails to cure such breach within 30 days.

• Right of Immediate Termination: If you violate the Use Restrictions, fail to make payment, violate legal/open-source licensing requirements, or if the Platform has reasonable grounds to suspect that you have obtained improper benefits through fraud, malicious circumvention of system logic, duplicate account registration, or other means (including but not limited to repeatedly obtaining free trial plans), we may immediately suspend or terminate your API access and all associated accounts without any liability or obligation to refund prepaid fees.

• Non-material Changes: We may add, modify, or remove features at any time, provided that the overall value of the subscription is not materially diminished.

• Material Changes: If we discontinue providing a core model, we will provide a replacement model with equivalent or superior performance and notify you. If you do not agree, you may cancel your subscription before the change takes effect.

• Prohibited Conduct: You may not: reverse engineer the API or models, circumvent rate limits, use the Services to train competitive AI models, exceed plan quotas, or use the Services for illegal purposes.

• Strict Prohibition on Duplicate Registration and Abuse (Anti-Abuse):

    - You shall comply with the principle of "one user/entity is limited to only one account."

    - It is strictly prohibited to maliciously obtain or repeatedly acquire "free trials," "bonus credits," or "first-purchase discounts" limited to a        single account by registering multiple accounts, using virtual identities, automated scripts, or other technical means.

    - The Platform reserves the right to identify associated accounts through IP addresses, payment information, device fingerprinting, and other        technical means. Once abusive behavior is determined, the Platform reserves the right to cease, restrict, or close access to the relevant accounts        and all services thereunder at any time without prior notice.

• The intellectual property rights in the open-source models belong to their respective original open-source licensors. We own all rights in the API interfaces, service technology, and infrastructure.

• You retain all rights to your input content and the generated outputs.

We process data submitted by you through the API in accordance with the Privacy Policy. We commit not to transfer your API call data to any third-party model provider.

The Services are provided "as is." We do not guarantee that the API services will never be interrupted, nor do we guarantee the absolute accuracy of model outputs. We shall not be liable for issues caused by force majeure, hardware failures, or inherent limitations of open-source models.

Our total liability shall not exceed the fees paid by you in the twelve (12) months preceding the claim. We shall not be liable for indirect, consequential, or data loss damages.

You agree to indemnify us for any losses we suffer arising from your breach of this Agreement, violation of open-source licenses, or improper use of the API Services (including the aforementioned malicious registration activities).

• We may modify this Agreement by notice, and changes shall take effect as of the next renewal term or the specified date.

• This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements.

• Contact Information:

    Canopy Wave Inc.

    2350 Mission College Blvd

    Santa Clara, CA 95054

    United States

    support@canopywave.com